EMPLOYMENT AGREEMENT BY AND BETWEEN PROBANK AND Erin B. Sjostrom
BY
AND BETWEEN
PROBANK
AND
Xxxx X.
Xxxxxxxx
THIS EMPLOYMENT AGREEMENT
(“Agreement”) is entered into this 5th day of March, 2007, by
ProBank (“Employer” or “Bank”) and Xxxx X. Xxxxxxxx
(“Employee”). Employer and Employee are collectively referred to
herein as the “Parties”.
RECITALS
WHEREAS, Employer wishes to
retain Employee as ProBank’s Senior Vice President and Senior Credit Officer to
perform the duties and responsibilities as are described in this Agreement and
as Employer’s Chief Executive Officer (“CEO”) may assign to Employee from time
to time; and
WHEREAS, Employee desires to
be employed by the Employer as the Employer’s Senior Vice President
and Senior Credit Officer in accordance with the terms and provisions
of this Agreement.
NOW, THEREFORE, in
consideration of the mutual agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto represent, warrant, undertake, covenant and
agree as follows:
OPERATIVE
TERMS
1. Employment
and Term. Employer shall
employ Employee pursuant to the terms of this Agreement to perform the services
specified in Section 2 herein. The initial term of employment shall
be for a period of one year, commencing on March 5th, 2007
(“Effective Date”). This Agreement shall be renewed automatically on
an annual basis thereafter for one additional year, unless either party provides
notice prior to the automatic renewal that the Agreement will not be
renewed.
2. Position,
Responsibilities and Duties. During the term
of this Agreement, Employee shall serve as the Bank’s Senior Vice President and
Senior Credit/Loan Administration Officer through election by the
Board. In such capacity, Employee shall have the same powers, duties
and responsibilities of supervision and management of the Bank usually accorded
to the Senior Vice President and Senior Credit/Loan Administration Officer of
similar financial institutions. Employee shall devote her full
business time and attention and use her best efforts to accomplish and fulfill
her duties and responsibilities as Senior Vice President and including duties
assigned to Employee from time to time by the CEO. The duties which
the Chief Executive Officer has assigned to Employee at this time are set forth
in the Employment Description Schedule attached hereto. This schedule
may be modified by the CEO from time to time provided the duties as modified are
consistent with duties performed by the Senior Vice President and Senior
Credit/Loan Administration Officer of a similar financial
institution. Employee shall, at all times, conduct himself in a
manner that will reflect positively upon the Employer. Employee shall
obtain and maintain such licenses, certificates, accreditations and professional
memberships and designations as the Employer may reasonably
require. Employee shall notify Employer prior to any significant
participation by him in any trade association or similar
organization.
3. Compensation. During the term
of this Agreement, Employee shall be compensated as described in the
Compensation Schedule. The Compensation Schedule may be amended by
the parties as needed and such amended Compensation Schedule shall become part
of this Agreement, if dated and executed by the parties, without further action
by the parties.
4. Payment
of Business Expenses. Employee is
authorized to incur reasonable expenses in performing her duties
hereunder. Employer will reimburse Employee for
authorized
expenses
according to the Employer’s established policies, promptly after Employee’s
presentation of an itemized account of such expenditures.
5. Termination.
a. Death. This
Agreement shall immediately terminate upon Employee’s death, in which instance
Employer shall pay to Employee’s estate any compensation accrued, but not yet
paid.
b. Termination for
Cause. The Employer shall have the right, at any time, upon
written notice of termination satisfying the requirements of Section 7 herein,
to terminate Employee’s employment hereunder. A termination for Cause
shall be effective immediately upon effectiveness of a notice of
termination. For the purpose of this Agreement, termination for
“Cause” shall mean termination for personal dishonesty,
incompetence insubordination, misconduct or conduct which may
negatively reflect upon the Employer, drug or excessive alcohol use on the job,
breach of fiduciary duty, failure to perform the duties stated in this
Agreement, violation of any law, rule or regulation (other than minor traffic
violations or similar offenses), violation of a final cease-and-desist order,
illness or incapacity for a period of longer than three months, or personal
default on indebtedness which is not corrected within 30 days from the date of
default. In the event Employee is terminated for Cause, Employee shall have no
right to compensation or other benefits for any period after such date of
termination, other than compensation which was accrued, but not yet
paid.
c. Other Termination by
Employer. If Employee is terminated by Employer other than for
Cause, Employee’s right to severance under this Agreement shall be as set forth
in Section 5(g).
d. Change-in-Control. A
“Change-in-Control” of the Employer shall mean the first to occur of any
one or more of the following:
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(1)
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any
transaction, whether by merger, consolidation, asset sale,
recapitalization, reorganization, combination, stock purchase, tender
offer, reverse stock split, or otherwise, which results in the acquisition
of, or beneficial ownership (as such term is defined under rules and
regulations promulgated under the Securities Exchange Act of 1934, as
amended) by any person or entity or any group of persons or entities
acting in concert, of 50% or more of the outstanding shares of common
stock of the Employer, or its parent company, ProFinancial Holdings, Inc.
or
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(2)
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the
sale of all or substantially all of the assets of the Employer,
or
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(3)
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the
liquidation of the Employer or a material amount of Employer’s assets,
or
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(4)
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the
takeover or control of all or substantially all of the operations of
Employer, through any of the means specified
above.
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If Employee has actual knowledge of an
anticipated “Change-in-Control” at least ninety (90) days prior to the event
which causes a Change-in-Control, Employee shall be entitled at any time up to
thirty (30) days prior to the event which will effect such Change-in-Control
(the “Change-in-Control Date”), to give a notice of termination (as defined in
Section 8) and terminate her employment as of the Change-in-Control Date, and
Employee shall be paid, in addition to all accrued but unpaid compensation, a
lump sum cash payment (the “Change-in-Control Payment”). The Change-in-Control
Payment shall be equal to one (1) times the Employee’s Average Base Salary (as
defined in Compensation Schedule) for the last three years preceding the
Change-in-Control, plus any
accrued Performance Bonus. The Change-in-Control Payment shall
be paid without setoff of any kind and in cash, not later than ten days after
the Change-in-Control date. Additionally, prior to the
Change-in-Control Date, Employer shall notify representatives of the acquiring
or successor entity, as the case may be, of Employee’s rights and Employer’s
obligations under this Agreement, and without affecting Employer’s obligations
to pay Employee hereunder, any such acquiring or successor entity shall become
obligated to forthwith pay to Employee for such part of the Change-in-Control
Payment as has not been paid by the Employer as of the Change-in-Control
Date.
In the event a Change-in-Control occurs
without Employee having the actual prior knowledge described above, Employee
shall have the right to give a notice of termination (as defined in Section 7)
to Employer no later than ten (10) days following a Change-in-Control during the
term of this Agreement.
If the Employee is not employed at the
time of the Change-in-Control, but was terminated by the Employer for reasons
which do not constitute Cause under Section 5b of this Agreement or by the
Employee with Good Reason as defined in Section 5e of this Agreement within 1
year prior to the Change-in-Control, the Employee shall also be entitled to a
Change-in-Control Payment. However, the Change-in-Control Payments shall be
reduced to the extent Employee has received any severance payment.
Upon receipt of Employee’s timely
notice of termination under this Section 5 of this Agreement, Employer or its
successor in interest, may deliver notice to Employee that it is requesting that
Employee continue employment for a specified transition period of up to six (6)
months within thirty days of receipt of the Employee’s notice of
termination. During such post-change in control employment, Employee
shall receive the base compensation and benefits he was receiving under this
Agreement at ProBank immediately prior to the change in control, but shall be an
employee for the period specified in the notice, shall perform some or all the
duties specified in paragraph 2 of this Agreement and shall otherwise perform
reasonable executive, management, or professional duties as the new employer may
request, and shall perform her post-termination obligations under paragraph 8 of
this Agreement. No other provision of this Agreement shall apply to
such post-change in control employment.
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e. Termination for Good
Reason. Employee may terminate her employment hereunder for
Good Reason by delivering a notice of termination (as defined in Section
7). For purposes of this Agreement, “Good Reason” shall mean a
failure by ProBank to comply with any material provision of this Agreement,
which failure has not been cured within fifteen (15) business days after a
notice of such noncompliance has been given by the Employee to
ProBank. If Employee terminates her employment for Good Reason,
Employee’s right to severance under this Agreement shall be as set forth in
Section 5(g).
f. Termination by
Employee. Employee may terminate her employment hereunder and
this Agreement for any reason other than Good Reason, by providing a notice of
termination (as defined in Section 7). In the event that Employee
terminates her employment without Good Reason, Employee shall have no right to
severance, compensation or other benefits after the date of termination, except
for accrued but unpaid compensation.
x. Xxxxxxxxx
Payment. If Employee is entitled to severance under Sections
5(c) or (e), Employee shall be paid, as severance, the total Base Salary (as
defined in Compensation Schedule) due for a period of twelve
months. Any such payment shall be made in substantially equal
semi-monthly installments on the 15th and last days of each month until paid in
full and shall only be paid subject to Employee’s execution of a full release in
favor of the Employer for any potential claims related to this Agreement or to
Employee’s employment with the Employer.
6. Regulatory
Provisions. Employer and
Employee acknowledge that the laws and regulations governing the Parties require
that the employment of Employee be governed by certain standards contained in
those laws and regulations. To that end, the Parties agree to be
bound by the following provisions:
a. Suspension/Temporary
Prohibition. If the Employee is suspended and/or temporarily
prohibited from participating in the conduct and affairs of ProBank by a notice
served under Sections 8(e) or (g)(1) of the Federal Deposit Insurance Act (12
U.S.C. §1818[e][3] and [g][1]) ProBanks obligations under this Agreement shall
be suspended as of the date of such service unless stayed by appropriate
proceedings. If the charges and the notice are dismissed, ProBank may
in its discretion:
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(1)
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pay
the Employee all or part of her compensation withheld while the
obligations under this Agreement are suspended;
and
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(2)
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reinstate
(in whole or part) any of ProBanks obligations which were
suspended.
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b. Permanent
Prohibition. If the Employee is removed and/or permanently
prohibited from participating in the conduct and affairs of ProBank by an order
issued under Sections 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12
U.S.C. §1818[e][4] or [g][1]), all of Employer’s obligations under this
Agreement shall terminate as of the effective date of the order, but the
Employee’s vested rights, if any shall not be affected.
c. Default Under
FDIA. If ProBank is in default (as defined in Section 3[x][1]
of the Federal Deposit Insurance Act), all obligations under this Agreement
shall terminate as of the date of default, but this subsection of this Agreement
shall not affect the Employee’s vested rights if any.
7. Notice of
Termination.
a. Specificity. Any termination of
Employee’s employment by Employer or by Employee shall be communicated by
written notice of termination to the other Party. For purposes of
this Agreement, a “notice of termination” shall mean a dated notice which shall:
(i) indicate the specific relevant termination provision in the Agreement; (ii)
set forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Employee’s employment under the provision; and (iii)
set forth the date of termination, which shall be not less than 30 days nor more
than 45 days after such notice of termination is given, unless another Section
of the Agreement requires or permits a different effective date.
b. Delivery
of Notices. All notices or resignations given or required to
be given herein shall be in writing, sent by United States first-class certified
or registered mail, postage prepaid, by way of overnight carrier, or by hand
delivery. If to Employee (or to the Employee’s spouse or estate upon
the Employee’s death) notice shall be sent to Employee’s last-known address, and
if to Employer, notice shall be sent to the Employer’s corporate
headquarters. All such notices shall be effective five days after
having been deposited in the mail if sent via first-class certified or
registered mail, or upon delivery if by hand delivery or if sent via overnight
carrier. Either Party, by notice in writing, may change or designate
the place for receipt of all such notices.
8. Post-Termination
Obligations. Employer shall
pay to Employee such severance payments as are required pursuant to this
Agreement; provided, however, any such severance payments shall be subject to
Employee’s post-termination cooperation. Such cooperation shall
include the following:
a. Employee
shall furnish such information and assistance as may be reasonably required by
Employer in connection with any litigation or settlement of any dispute between
Employer and a customer or other third parties (including without limitation
serving as a witness in court or other proceedings);
b. Employee
shall provide such information or assistance to Employer in connection with any
regulatory examination by any state or federal regulatory
agency;
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c. Employee
shall keep the Employer’s trade secrets and other proprietary or confidential
information secret to the fullest extent practicable, subject to compliance with
all applicable laws;
d. Employee
shall return all Employer’s property, including, but not limited to, keys,
credit cards, manuals and other written materials;
e. Employee
shall comply with restrictive covenants;
f. Employee
shall comply with any other reasonable request of Employer.
Upon
submission of pre-approved receipts, Employer shall promptly reimburse Employee
for any reasonable expenses incurred by Employee in complying with the
provisions of this Section.
9. Indebtedness. If during the
term of this Agreement, Employee becomes indebted to Employer for any reason,
Employer may, at its election, set off and collect any sums due Employee out of
any amounts which Employer may owe Employee pursuant to the terms of this
Agreement. Furthermore, upon the termination of this Agreement, all
sums owed to Employer by Employee shall become immediately due and
payable. The prevailing party shall be entitled to judgment for all
expenses and Attorneys’ Fees actually or necessarily incurred in connection with
any collection proceeding for Employee’s
indebtedness. Notwithstanding any of the foregoing, any indebtedness
to Employer secured by a mortgage on Employee’s residence shall not be subject
to the foregoing provisions, but shall be governed by the loan documents
evidencing such indebtedness.
10. Confidentiality. Executive shall not at any
time or in any manner, during or after the term of employment, either directly
or indirectly, use, divulge, disclose or communicate to any person, firm or
corporation in any manner whatsoever any information concerning any matters
affecting the business of Bank, including without limiting the generality of the
foregoing, the identity of its customers, its manner of operation, its plans,
processes, or other data without regard to whether all of the foregoing matters
will be deemed confidential, material, or important, the parties hereto
stipulating that as between them, the same are important, material, and
confidential and gravely affect the effective and successful conduct of the
business of Bank, and Bank’s good will, and that any breach of the terms of this
paragraph shall be a material breach of this Agreement.
All records, files, manuals, lists of
customers, blanks, forms, materials, supplies, computer programs, and other
materials furnished to the Employee by Bank, used by the Employee on its behalf,
or generated or obtained by Employee during the course of Employee’s employment,
shall be and remain the property of Bank. Employee shall be deemed
the bailee thereof for the use and benefit of Bank and shall safely keep and
preserve such property, except as consumed in the normal business operations of
Bank. Employee acknowledges that this property is confidential and is
not readily accessible to Bank’s competitors. Upon termination of the
employment relationship, the Employee shall immediately deliver to Bank or its
authorized representative all such property, including all copies, remaining in
Employee’s possession and control.
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11. Restrictive
Covenants.
a. Legitimate Business
Interests. Bank is entitled to protection of its legitimate
business interests, and the parties agree that these interests include without
limitation: Bank’s confidential business and professional information; and
Bank’s substantial relationships with existing or specific prospective customers
and referral sources. The parties further agree that Bank has a
legitimate business interest in customer referral goodwill associated with its
trade name and its marketing area with a fifty (50) mile radius of its offices
and branches.
b. Necessity. The
parties agree that a restrictive covenant is reasonably necessary to protect
these legitimate business interests.
c. Nonsolicitation/Nonacceptance. During
the term of this Agreement and for a period of one (1) years from Employee’s
termination pursuant to Paragraph 5, Employee agrees to refrain from and not to,
directly or indirectly, as independent contractor, employee, consultant, agent,
partner, joint venture, or otherwise
(1) solicit
or counsel any third person, partnership, joint venture, company, corporation,
association or other organization that knows or reasonably should know is a
customer or was a customer of Bank within the preceding twenty-four (24) month
period, regardless of such person’s or entity’s location, to terminate any
business relationship with Bank and/or commence a similar business relationship
with any other individual or business entity,
(2) accept,
with or without solicitation, any business from any third person, partnership,
joint venture, company, corporation, association or other organization that
Employee knows or reasonably should know is a customer or was a customer of Bank
within the preceding twenty-four (24) month period, regardless of such person’s
or entity’s location, provided, however, that it shall not be a violation of
this subsection if any such person or entity elects, of their own volition, to
do business with the same institution at which Employee is employed and Employee
is not such person’s or entity’s primary contact person at such institution;
or
(3) solicit
any of the employees, affiliates, or agents of Bank regardless of such person’s
or entity’s location, to terminate any business relationship with
Bank.
For purposes of this Agreement,
Employee acknowledges that informing existing customers or prospects that
Employee is or may be leaving the Bank prior to leaving the employment of the
Bank shall be deemed to constitute prohibited solicitation under this
Agreement.
d. Organizing Competitive Business,
Soliciting Bank’s Employees. Employee agrees that so long as
she is working for Bank, Employee will not undertake the planning or organizing
of any business activity competitive with the work Employee
performs. Employee agrees that she will not for a period of one (1)
years following termination of her employment relationship with the Bank,
directly or indirectly solicit any of the Bank’s employees to work for Employee
or any other competitive business. Employee acknowledges and agrees
that all activities under this paragraph shall be presumed to be in aid of
prohibited solicitation under the terms of this Agreement.
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e. Non-Competition. Employee
agrees that during the term of the Employee’s employment with Bank and for a
period of one (1) year immediately following termination of employment, Employee
will not directly or indirectly own, manage, operate, control, be employed by,
act as an agent for, participate in or be connected in any manner with the
ownership, management, operation or control of any business which is engaged in
businesses which are or may be competitive to the business of
Bank. Employee agrees that this restrictive covenant shall encompass
a geographic area within fifty (50) miles of any office or branch of the
Bank.
f. Construction. These
Restrictive Covenants shall be construed in favor of providing reasonable
protection to Bank’s legitimate business interests. Furthermore,
Employee agrees that if any portion of the covenants set forth herein are held
to be unreasonable, arbitrary or against public policy, then such portion of the
covenants shall be considered divisible as to time, geographic area or
condition. If any court of competent jurisdiction determines the
specified time period or the specified geographic area to be unreasonable,
arbitrary or against public policy, then a lesser time period or geographical
area, which is determined to be reasonable, not arbitrary and not against public
policy, may be enforced against Employee. Employee agrees that the
foregoing covenants are appropriate and reasonable when considered in light of
the nature and extent of the business of Bank and Employee’s
employment. The waiver by Bank of Employee’s breach of any provision
of the foregoing covenants shall not be construed as a waiver of any other
provisions hereof or of any subsequent breach by Employee.
g. Notice to Subsequent
Employer. Employee shall fully disclose the terms of the
Restrictive Covenants contained in this Agreement to any person, corporation or
other entity with whom the Employee is employed or to which the Employee renders
services after termination of the relationship with Bank until such time as all
of Employee’s obligations hereunder have been fully
performed. Employee further agrees to make such disclosure prior to
performing any services for such individuals or entities. Employee
further agrees that the Bank may provide within its sole discretion copies of
part or all of this Agreement to any future employer of or party contracting
with Employee or otherwise make provisions of this Agreement known to such
employer or contracting
party
until such time as Employee has fully performed all obligations
hereunder. Employee waives any right to assert any claim for damages
against Bank or any officer.
Employee hereby agrees that the
duration of the restrictive covenants set forth herein is reasonable, and that
its geographic scope is not unduly restrictive.
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12.
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Remedies
for Breach.
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a. Arbitration. The Parties agree
that, except for the specific remedies for Injunctive Relief as contained in
Section 12(b), herein, any controversy or claim arising out of or relating to
this Agreement, or any breach thereof, including, without limitation, any claim
that this Agreement or any portion thereof is invalid, illegal or otherwise
voidable, shall be submitted to binding arbitration before and in accordance
with the Rules of the American Arbitration Association. Judgment upon
the determination and/or award of such arbitrator may be entered in any court
having jurisdiction thereof; provided, however, that this clause shall not be
construed to permit the award of punitive damages to either
Party. The prevailing party to said arbitration shall be entitled to
an award of reasonable Attorneys’ Fees. The venue for arbitration
shall be in Xxxx County, Florida.
b. Injunctive
Relief. The Parties acknowledge and agree that the services to
be performed by Employee are special and unique and that money damages cannot
fully compensate Employer in the event of Employee’s violation of the provisions
of Sections 10 and 11 of this Agreement. Thus, in the event of a
breach of any of the provisions of such Section, Employee agrees that Employer,
upon application to a court of competent jurisdiction, shall be entitled to an
injunction restraining Employee from any further breach of the terms and
provision of such Section. Employee’s sole remedy, in the event of
the wrongful entry of such injunction, shall be the dissolution of such
injunction and recovery of Attorneys’ Fees. Employee hereby waives
any and all claims for damages by reason of the wrongful issuance of any such
injunction.
c. Cumulative
Remedies. Notwithstanding any other provision of this
Agreement, the injunctive relief described in Section 12(b) herein and all other
remedies provided for in this Agreement which are available to Employer as a
result of Employee’s breach of this Agreement, are in addition to and shall not
limit any and all remedies existing at law or in equity which may also be
available to Employer.
13. Assignment. The rights and
obligations of the Bank under this Agreement, specifically inclusive of the
restrictive covenants, may be assigned by Bank and shall inure to the benefit of
and be enforceable by the successors and assigns of the Bank and Employee
expressly consents to any assignment of this Agreement. This Agreement, including the
restrictive covenants, shall not be binding upon Employee if at any time during
Employee’s employment: (a) Employee’s salary or benefits are reduced (but not
including a reduction that applies to all employees of the Bank); (b) Employee’s
title is diminished; or (c) Employee’s office location is moved outside Xxxx
County.
14. Attorneys’
Fees. In
the event that any claim or controversy hereunder is the subject of any
litigation or arbitration between the Parties, the prevailing Party shall be
entitled to an award of all reasonable costs, including Attorneys’
Fees.
15. Miscellaneous.
a. Amendment of
Agreement. Unless as otherwise provided herein, this Agreement
may not be modified or amended except in writing signed by the
Parties.
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b. Certain
Definitions. For purposes of this Agreement, the following
terms whenever capitalized herein shall have the following
meanings:
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(1)
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“Person”
shall mean any natural person, corporation, partnership (general or
limited), trust, association or any other business
entity.
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(2)
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“Attorneys’
Fees” shall include the reasonable legal fees and disbursements charged by
attorneys and their related travel and lodging expenses, court costs,
paralegal fees, etc. incurred in arbitration, mediation, settlement
negotiations, discovery, trial, appeal or bankruptcy
proceedings.
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c. Headings for Reference
Only. The headings of the Sections and the Subsections herein
are included solely for convenient reference and shall not control the meaning
of the interpretation of any of the provisions of this Agreement.
d. Governing
Law/Jurisdiction. This Agreement shall be construed in
accordance with and governed by the laws of the State of Florida. Any
litigation involving the Parties and their rights and obligations hereunder
shall be brought in the appropriate court in Xxxx County, Florida.
e. Severability. If
any of the provisions of this Agreement shall be held invalid for any reason,
the remainder of this Agreement shall not be affected thereby and shall remain
in full force and effect in accordance with the remainder of its
terms.
f. Entire
Agreement. This Agreement and all other documents incorporated
or referred to herein, contain the entire agreement of the Parties and there are
no representations, inducements or other provisions other than those expressed
in writing herein. No modification, waiver or discharge of any
provision or any breach of this Agreement shall be effective unless it is in
writing signed by both Parties. A Party’s waiver of the other Party’s
breach of any provision of this Agreement, shall not operate, or be construed,
as a waiver of any subsequent breach of that provision or of any other provision
of this Agreement.
g. Waiver. No course
of conduct by Employer or Employee and no delay or omission of Employer or
Employee to exercise any right or power given under this Agreement shall: (i)
impair the subsequent exercise of any right or power, or (ii) be construed to be
a waiver of any default or any acquiescence in, or consent to, the curing of any
default while any other default shall continue to exist, or be construed to be a
waiver of such continuing default or of any other right or power that shall
theretofore have arisen. Any power and/or remedy granted by law and by this
Agreement to any Party hereto may be exercised from time to time, and as often
as may be deemed expedient. All such rights and powers shall be
cumulative to the fullest extent permitted by law.
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h. Pronouns. As used herein,
words in the singular include the plural, and the masculine include the feminine
and neuter gender, as appropriate.
i. Recitals. The
Recitals set forth at the beginning of this Agreement shall be deemed to be
incorporated into this Agreement by this reference as if fully set forth herein,
and this Agreement shall be interpreted with reference to and in light of such
Recitals.
j. Amendment and
Restatement. This Agreement amends and completely restates any
other employment agreements by and between Employee and ProBank. By
executing this Agreement, Employee and ProBank release each other from any
obligations under any such other Agreements.
IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement as of the day and year first written
above.
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EMPLOYEE
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BANK
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/s/ Xxxx
X. Xxxxxxxx
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By:
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/s/
Xxxxx Xxxxxxxx
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Xxxx
X. Xxxxxxxx
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Xxxxx
Xxxxxxxx, President/CEO
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COMPENSATION
SCHEDULE
1. Base
Salary: Employee shall
receive an annual salary of $110,000.00 (the Base Salary).
Employer may adjust the Base Salary
from time to time based upon the Board’s evaluation of Employee’s
performance. In no event, however, will the Base Salary be reduced
without Employee’s written concurrence.
2. Performance
Bonuses: Employee
may receive performance bonuses at the discretion of the President/CEO and the
Board of Directors.
3. Vacation: Employee is entitled to
three weeks vacation time per year as permitted by the Employer’s vacation
policy applicable to executive employees of the Bank.
4. Medical
Benefits and Other Plans: Employee medical, dental and
life insurance will be paid by ProBank for employee. Employee shall also be
permitted to participate in all other benefit plans offered to Bank
officers.
5. Continuing
Education:
Employer will reimburse Employee for admission or attendance fees for
pre-approved educational meetings or seminars offered by such organizations as
the Florida Bankers Association.
6. Stock
Options: Once the Bank
opens, and once the Company has adopted a Stock Option Plan (the “Plan”), the
Company shall grant Employee an option to purchase 10,000 shares of the
Company’s common stock at $10.00 per share. The option will vest over
a 4 year period, whereby one-fourth of the shares will vest on each anniversary
date following the grant until fully vested. The option will be
subject to the approval of the Plan by the Company’s shareholders.
Dated this 5th day of March ,
2007.
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EMPLOYEE
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BANK
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/s/ Xxxx X.
Xxxxxxxx
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By:
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/s/ Xxxxx
Xxxxxxxx
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Xxxx
X. Xxxxxxxx
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Xxxxx
Xxxxxxxx, President/CEO
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EMPLOYMENT
DESCRIPTION SCHEDULE
Senior
Credit Officer
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·
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Direct
overall administration of the banks Credit Underwriting and Loan
Administration Division.
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·
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Manage
the Credit Underwriting for the Banks loan portfolio, and all employees
within the Underwriting and Loan Administration Division, and coordinate
all activities in accordance with established policies and
procedures.
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·
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Develop
incentive goals/plans each year for the Credit Underwriting and Loan
Administration Division.
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·
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Support
other areas of the bank when needed and in developing additional business
through cross-sales that may not directly impact the Credit Underwriting
and Loan Administration Division.
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·
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Develop
and implement Credit Underwriting and Loan Administration loan policy and
operation policies and procedures.
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·
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When
requested to do so, act as CEO in the absence of the Chief Executive
Officer.
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·
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Analyze
operational problems and develop procedures for their
resolution.
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·
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Develop
and maintain manuals and references, as well as participate in staff
training to effectively implement Credit Underwriting and Loan
Administration banking policies and
procedures.
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·
|
Recommend
equipment changes and reviews and approves equipment
expenditures.
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·
|
Monitor
and ensure control procedures within the Credit Underwriting and Loan
Administration Division and other services as
necessary.
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·
|
Controls
all costs associated with the Bank’s Credit Underwriting and Loan
Administration Division.
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·
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Assemble,
hire and train staff as necessary to implement the Bank’s
plan.
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·
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Conform
to and support all rules, regulations, laws and policies regarding
employment, Community Reinvestment Act, banking practices and any other
governing bodies now and as they may change from time to
time.
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·
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Perform
other duties as required.
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13
