EXHIBIT 10.3
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 1st day of January, 1999, by and among
CHEROKEE BANK, N.A. (Proposed) (the "Bank"), a proposed national bank; CHEROKEE
BANKING COMPANY, a bank holding company incorporated under the laws of the State
of Georgia (the "Company") (collectively, the Bank and the Company are referred
to hereafter as the "Employer"), and XXXXXX X. XXXXXXXX, a resident of the State
of Georgia (the "Employee").
RECITALS:
The Employer desires to employ the Employee as the President and Chief
Executive Officer of the Bank and of the Company and the Employee desires to
accept such employment.
In consideration of the above premises and the mutual agreements
hereinafter set forth, the parties hereby agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following terms and their
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variant forms shall have the meaning set forth below:
1.1 "AGREEMENT" shall mean this Agreement and any exhibits incorporated
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herein together with any amendments hereto made in the manner described in this
Agreement.
1.2 "AFFILIATE" shall mean any business entity which controls the Company, is
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controlled by or is under common control with the Company.
1.3 "AREA" shall mean the geographic area within the boundaries of Cherokee
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and Xxxxxxx Counties, Georgia. It is the express intent of the parties that the
Area as defined herein is the area where the Employee performs or performed
services on behalf of the Employer under this Agreement as of, or within a
reasonable time prior to, the termination of the Employee's employment
hereunder.
1.4 "BUSINESS OF THE EMPLOYER" shall mean the business conducted by the
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Employer, which is commercial banking.
1.5 "CAUSE" shall mean:
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1.5.1 With respect to termination by the Employer:
(a) A material breach of the terms of this Agreement by the Employee,
including, without limitation, persistent failure by the Employee to
follow reasonable written instructions or policies in a satisfactory
manner as determined by the Board of Directors of either the Bank or the
Company in its sole discretion, which level of unsatisfactory performance
remains uncured for a period of thirty (30) days following the delivery
of written notice of such breach to the Employee by the Employer. Such
notice shall (i) specifically identify the duties that the Board of
Directors of either the Bank or the Company believes Employee has failed
to perform, (ii) state the facts upon which such board of directors made
such determination, (iii) specifically identify those steps required
to cure the unsatisfactory performance, and (iv) be approved by a
resolution passed by a majority of the directors of such board of
directors then in office;
(b) Conduct by the Employee that amounts to fraud, dishonesty or
willful misconduct in the performance of his duties and responsibilities
hereunder;
(c) The conviction of the Employee of a felony;
(d) Conduct by the Employee that amounts to gross and willful
insubordination or inattention to his duties and responsibilities
hereunder; or
(e) Conduct by the Employee that results in removal from his position
as an officer or employee of the Bank or of the Company pursuant to a
written order by any regulatory agency with authority or jurisdiction
over the Bank or Company, as applicable.
1.5.2 With respect to termination by the Employee, a material
diminution in the powers, responsibilities or duties of the Employee
hereunder or a material breach of the terms of this Agreement by the
Employer, which remains uncured after the expiration of thirty (30) days
following the delivery of written notice of such breach to the Employer by
the Employee.
1.6 "COMPANY INFORMATION" means Confidential Information and Trade Secrets.
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1.7 "CONFIDENTIAL INFORMATION" means data and information relating to the
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business of the Employer (which does not rise to the status of a Trade Secret)
which is or has been disclosed to the Employee or of which the Employee became
aware as a consequence of or through the Employee's relationship to the Employer
and which has value to the Employer and is not generally known to its
competitors. Confidential Information shall not include any data or information
that has been voluntarily disclosed to the public by the Employer (except where
such public disclosure has been made by the Employee without authorization) or
that has been independently developed and disclosed by others, or that otherwise
enters the public domain through lawful means.
1.8 "EFFECTIVE DATE" shall mean the date on which the Employer and the
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Employee execute the Agreement.
1.9 "PERMANENT DISABILITY" shall mean the total inability of the Employee to
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perform his duties under this Agreement for the duration of the short-term
disability period under the Employer's policy then in effect as certified by a
physician chosen by the Employer and reasonably acceptable to the Employee.
1.10 "TERM" shall mean that initial three calendar-year period commencing on
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January 1, 1999 (the "Beginning Date") and successive calendar years thereafter,
unless this Agreement is terminated earlier, as provided for in Section 3 below.
The Term shall not renew as of any successive calendar year following the
initial three calendar-year period if either the Employer or the Employee gives
notice to the other no less than sixty (60) days prior to January 1 of that
calendar year of the intent to allow the Agreement to expire as of the last day
of the immediately preceding calendar year.
1.11 "TRADE SECRETS" means Employer information including, but not limited
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to, technical or nontechnical data, formulas, patterns, compilations, programs,
devices, methods, techniques, drawings, processes, financial data, financial
plans, product plans or lists of actual or potential customers or
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suppliers which (a) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use; and (b)
is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy.
2. DUTIES.
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2.1 POSITION. The Employee is employed initially as the President and Chief
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Executive Officer of the Bank and of the Company and, subject to the direction
of the Board of Directors of the Bank or of the Company, as applicable, or their
designee(s), shall perform and discharge well and faithfully the duties normally
associated with the Employee's position, and in addition, any other duties which
shall reasonably be assigned to him from time to time by the Bank or the Company
in connection with the conduct of its business.
2.2 FULL-TIME STATUS. The Employee shall: (a) devote substantially all of
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his time, energy and skill during regular business hours to the performance of
the duties of his employment (reasonable vacations and reasonable absences due
to illness excepted) and faithfully and industriously perform such duties; (b)
diligently follow and implement all management policies and decisions
communicated to him by the Board of Directors of either the Bank or the Company;
and (c) timely prepare and forward to the Board of Directors of either the Bank
or the Company all reports and accounting as may be requested of the Employee.
2.3 PERMITTED ACTIVITIES. The Employee shall devote his entire business
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time, attention and energies to the Business of the Employer and shall not
during the Term be engaged (whether or not during normal business hours) in any
other business or professional activity, whether or not such activity is pursued
for gain, profit or other pecuniary advantage; but this shall not be construed
as preventing the Employee from (a) investing his personal assets in businesses
which (subject to clause (b) below) are not in competition with the Business of
the Employer and which will not require any services on the part of the Employee
in their operation or affairs and in which his participation is solely that of
an investor, (b) purchasing securities in any corporation whose securities are
regularly traded provided that such purchase shall not result in him
collectively owning beneficially at any time five percent (5%) or more of the
equity securities of any business in competition with the Business of the
Employer; and (c) participating in civic and professional affairs and
organizations and conferences, preparing or publishing papers or books or
teaching so long as such activities do not materially interfere with the
performance of his duties hereunder; provided, however, that the provisions of
this Section 2.3 do not prohibit the Employee's completion of consulting
assignments that originated prior to December 31, 1998, which Employee
contemplates having contemplated by February 28, 1999.
3. TERM AND TERMINATION.
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3.1 TERM. Except as provided in Section 3.2, this Agreement shall remain in
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effect for the Term unless the application for the Bank's charter is denied by
the Office of the Comptroller of the Currency ("OCC"), in which event the
Agreement shall terminate on the date upon which such application is denied by
the OCC and all available appeals have been exhausted by the Employer. In the
event the application for charter is denied by the OCC, the Employer shall have
no further obligation to the Employee.
3.2 TERMINATION. During the Term, the employment of the Employee under this
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Agreement may be terminated only as follows:
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3.2.1 By the Employer or the Employee in the event that the Company
and the Bank abandon their organizational efforts, in which event the
Employer shall have no further obligation to the Employee.
3.2.2 By the Employer:
(a) For Cause, upon written notice to the Employee pursuant to
Section 1.5.1 hereof, which notice has been approved by a resolution
passed by a majority of the directors then in office of either the
Board of Directors of the Bank or the Company, in which event the
Employer shall have no further obligation to the Employee except for
the payment of any amounts due and owing under Section 4 hereof on
the effective date of termination;
(b) Without Cause at any time, provided that the Employer shall
give the Employee thirty (30) days' prior written notice of its
intent to terminate, in which event the Employer shall be required
to pay Employee severance at a rate equal to his rate of Base Salary
(defined below) then in effect for a period of twelve (12) months
following the effective date of termination, to be paid, in the
Employee's discretion (i) as a lump sum payment within thirty (30)
days of the effective date of termination, or (ii) in equal monthly
installments over a period not to exceed twelve (12) months; or
(c) Upon the Permanent Disability of Employee at any time, provided
that the Employer shall give the Employee thirty (30) days' prior
written notice of its intent to terminate, in which event the
Employer shall have no further obligation to the Employee except for
the payment of any amounts due and owing under Section 4 hereof on
the effective date of termination.
3.2.3 By the Employee:
(a) For Cause, in which event the Employer shall be required pay
Employee severance at a rate equal to his rate of Base Salary
(defined below) then in effect for a period of twelve (12) months
following the effective date of termination, to be paid, in the
Employee's discretion (i) as a lump sum payment within thirty (30)
days of the effective date of termination, or (ii) in equal monthly
installments over a period not to exceed twelve (12) months; or
(b) Without Cause or upon the Permanent Disability of the Employee,
provided that the Employee shall give the Employer sixty (60) days'
prior written notice of his intent to terminate, in which event the
Employer shall have no further obligation to the Employee except
future payment of any amounts due and owing under Section 4 hereof
on the effective date of the termination.
3.2.4 At any time upon mutual, written agreement of the parties, in
which event the Employer shall have no further obligation to the
Employee except for the payment of any amounts due and owing under
Section 4 hereof on the effective date of termination unless otherwise
set forth in the written agreement.
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3.2.5 Notwithstanding anything in this Agreement to the contrary, the
Term shall end automatically upon the Employee's death, in which event
the Employer shall have no further obligation to the Employee except for
the payment of any amounts due and owing under Section 4 on the effective
date of termination.
3.2.6 In the event of a "change in control" (as defined below), the
Employee may elect (a) to negotiate a new employment agreement with the
acquiring party, or (b) to terminate his employment and receive a lump
sum payment equal to two (2) times his Base Salary then in effect in
full and final settlement of all amounts due under this Agreement;
provided, however, that any action taken with the consent of the
Employee or any isolated, insubstantial and inadvertent action not taken
in bad faith and which is promptly remedied after notice given by the
Employee shall not give rise to Employee's rights under this Section
3.2.6. For purposes of this Section, the term "change in control" shall
mean: the acquisition by any person, entity or "group," within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), of (i) beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of twenty-five
percent (25%) or more of the then outstanding voting securities of the
Company or the Bank (including an acquisition by merger), or (ii) all or
substantially all of the assets of the Company or the Bank, in each case
other than an acquisition of voting securities or assets of the Bank by
an entity controlled by or under common control (as "control" is defined
for purposes of the Exchange Act) with the Company.
3.2.7 In the event the Employer issues a notice that the original Term
shall not be renewed for its first one-year renewal period or, when
applicable, that any extended Term shall not be renewed by the
immediately succeeding one-year renewal period, all in accordance with
Section 1.10 above, for any reason other than Cause or the Employee's
death or Permanent Disability, the Employer shall be required to pay
Employee severance at a rate equal to his rate of Base Salary (defined
below) then in effect for a period of twelve (12) months following the
effective date of termination, to be paid, in the Employee's discretion
(i) as a lump sum payment within thirty (30) days of the effective date
of termination, or (ii) in equal monthly installments over a period not
to exceed twelve (12) months.
4. COMPENSATION. During the Term, the Employee shall receive the following
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salary and benefits:
4.1 BASE SALARY. The Employee shall be compensated at a base rate of $90,000
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annually until the opening of the Bank for business and $120,000 subsequent to
the opening of the Bank for business (the "Base Salary"). Base Salary shall be
payable in accordance with the Employer's normal payroll practices. Following
the initial three calendar-year period of this Agreement, the Employer will
review the Employee's job performance, Base Salary and other compensation
annually following the end of each fiscal year, with the first review occurring
in 2002; provided, however, that the Employee will receive no change in Base
Salary before the Employer's review in 2002.
4.2 INCENTIVE COMPENSATION. The Employee shall be entitled to receive a
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performance bonus in accordance with the following terms:
(a) Beginning with the 2000 calendar year and each subsequent calendar
year thereafter, the Board of Directors of the Bank may establish within
ninety (90) days after the beginning of such calendar year pre-established
performance measures, as determined in its sole discretion,
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which, if established, will serve as the basis for determining the
Executive's bonus compensation for that calendar year. The Employer shall pay
the Employee a cash bonus equal to the amount determined in accordance with
any performance measures so established.
(b) The following conditions must be satisfied as further conditions to
any commitment by the Board of Directors of the Bank to pay a bonus to the
Employee pursuant to this Section 4.2:
(i) the Board of Directors of the Bank shall consider, and document
its findings in the minutes of the meeting wherein the issue
was considered, the Employee's performance in light of the
status of the Bank's internal controls, loan documentation,
credit underwriting, interest rate exposure, asset growth,
asset quality, earnings, and such other performance goals and
objectives established by the Board of Directors of the Bank;
(ii) the overall condition of the Bank must be "satisfactory" in the
opinion of the OCC as set forth in the most current OCC Report
of Supervisory Activity provided to the Board of Directors of
the Bank and the Uniform Financial Institution Rating of the
Bank shall not be less than a "2"; and
(iii) the Bank shall be "well capitalized" as defined under
regulations promulgated by the OCC pursuant to the Federal
Deposit Insurance Corporation Improvement Act of 1991.
Any bonus which becomes payable pursuant to this Section 4.2 shall be paid in
a lump sum in cash within thirty (30) days after the close of the calendar year
for which it is payable.
4.3 STOCK OPTIONS. The Company will grant to the Employee a nonqualified
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option to purchase, at a per share purchase price of $10.00, 30,000 shares of
the Company's common stock. The option will become vested and exercisable in
equal increments of 6,000 shares each, commencing on the first anniversary of
the option grant date and continuing for the next four successive anniversaries
until the option is fully vested and exercisable. No unvested portion of the
option shall become vested following the Employee's termination of employment,
regardless of the reason. The option shall expire generally upon the earlier of
ninety (90) days following termination of employment or upon the tenth (10/th/)
anniversary of the option grant date.
4.4 HEALTH INSURANCE. The Employer shall reimburse the Employee for his
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current cost of premium payments paid by the Employee for the Employee's
individual medical and dental insurance covering the Employee and his spouse
until the first to occur of the following (i) such time as the Employee becomes
eligible for coverage under the Bank's existing medical and dental insurance
plans or (ii) such time as the Employer abandons its organizational efforts.
4.5 AUTOMOBILE ALLOWANCE. Beginning as of the date the Bank opens for
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business, the Employer will provide the Employee with a monthly automobile
allowance equal to $600. In lieu of an automobile allowance prior to the Bank
opening for business, the Employer shall reimburse the Employee for business
mileage at the IRS-approved rate, but not to exceed $600 per month.
4.6 BUSINESS EXPENSES; MEMBERSHIPS. The Employer specifically agrees to
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reimburse the Employee for reasonable business (including travel) expenses
incurred by him in the performance of his duties hereunder, as approved from
time to time by the Board of Directors of either the Bank or the
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Company; provided, however, that the Employee shall, as a condition of
reimbursement, submit verification of the nature and amount of such expenses in
accordance with reimbursement policies from time to time adopted by the Employer
and in sufficient detail to comply with rules and regulations promulgated by the
Internal Revenue Service. The Employer shall reimburse the Employee for Rotary
Club membership dues and initiation fees and membership dues with a mutually
agreed upon golf facility.
4.7 VACATION. The Employee shall be entitled to two (2) weeks of vacation
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during the 1999 calendar year and three (3) weeks of vacation during each
subsequent calendar year, during which time his compensation shall be paid in
full.
4.8 BENEFITS. In addition to the benefits specifically described herein, the
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Employee shall be entitled to such benefits as may be available from time to
time for management employees of the Employer. All such benefits shall be
awarded and administered in accordance with the Employer's standard policies and
practices. Such benefits may include, by way of example only, profit-sharing
plans, retirement or investment funds, dental, health, life and disability
insurance benefits and such other benefits as the Employer deems appropriate.
4.9 WITHHOLDING. The Employer may deduct from each payment of compensation
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hereunder all amounts required to be deducted and withheld in accordance with
applicable federal and state income, FICA and other withholding requirements.
5. COMPANY INFORMATION.
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5.1 OWNERSHIP OF INFORMATION. All Company Information received or developed
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by the Employee while employed by the Employer will remain the sole and
exclusive property of the Employer.
5.2 OBLIGATIONS OF THE EMPLOYEE. The Employee agrees (a) to hold Company
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Information in strictest confidence, and (b) not to use, duplicate, reproduce,
distribute, disclose or otherwise disseminate Company Information or any
physical embodiments thereof and may in no event take any action causing or fail
to take any action necessary in order to prevent any Company Information from
losing its character or ceasing to qualify as Confidential Information or a
Trade Secret. In the event that the Employee is required by law to disclose any
Company Information, the Employee will not make such disclosure unless (and then
only to the extent that) the Employee has been advised by independent legal
counsel that such disclosure is required by law and then only after prior
written notice is given to the Company when the Employee becomes aware that such
disclosure has been requested and is required by law. This Section 5 shall
survive for a period of two (2) years following termination of this Agreement
for any reason with respect to Confidential Information, and shall survive
termination of this Agreement for any reason for so long as is permitted by the
then-current Georgia Trade Secrets Act of 1990, O.C.G.A. (S)(S) 10-1-760-10-1-
767, with respect to Trade Secrets.
5.3 DELIVERY UPON REQUEST OR TERMINATION. Upon request by the Employer, and
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in any event upon termination of his employment with the Employer, the Employee
will promptly deliver to the Employer all property belonging to the Employer,
including, without limitation, all Company Information then in his possession or
control.
6. NON-COMPETITION. The Employee agrees that during his employment by the
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Employer hereunder and, in the event of the termination of his employment for
any reason other than pursuant to Sections
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3.2.3(a) and 3.2.6, for a period of twelve (12) months thereafter, he will not
(except on behalf of or with the prior written consent of the Employer), within
the Area, either directly or indirectly, on his own behalf or in the service or
on behalf of others, as a principal, partner, officer, director, manager,
supervisor, administrator, consultant, executive employee or in any other
capacity which involves duties and responsibilities similar to those undertaken
for the Employer engage in any business which is the same as or essentially the
same as the Business of the Employer.
7. NON-SOLICITATION OF CUSTOMERS. The Employee agrees that during his
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employment by the Employer hereunder and for a period of twelve (12) months
thereafter, he will not (except on behalf of or with the prior written consent
of the Employer), within the Area, on his own behalf or in the service or on
behalf of others, solicit, divert or appropriate or attempt to solicit, divert
or appropriate, directly or by assisting others, any business from any of the
Employer's customers, including actively sought prospective customers, with whom
the Employee has or had material contact during the last two (2) years of his
employment, for purposes of providing products or services that are competitive
with those provided by the Employer.
8. NON-SOLICITATION OF EMPLOYEES. The Employee agrees that during his
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employment by the Employer hereunder and for a period of twelve (12) months
thereafter, he will not, within the Area, on his own behalf or in the service or
on behalf of others, solicit, recruit or hire away or attempt to solicit,
recruit or hire away, directly or by assisting others, any employee of the
Employer or its Affiliates, whether or not such employee is a full-time employee
or a temporary employee of the Employer or its Affiliates and whether or not
such employment is pursuant to written agreement and whether or not such
employment is for a determined period or is at will.
9. REMEDIES. The Employee agrees that the covenants contained in Sections 5
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through 8 of this Agreement are of the essence of this Agreement; that each of
the covenants is reasonable and necessary to protect the business, interests and
properties of the Employer; and that irreparable loss and damage will be
suffered by the Employer should he breach any of the covenants. Therefore, the
Employee agrees and consents that, in addition to all the remedies provided by
law or in equity, the Employer shall be entitled to a temporary restraining
order and temporary and permanent injunctions to prevent a breach or
contemplated breach of any of the covenants. The Employer and the Employee
agree that all remedies available to the Employer or the Employee, as
applicable, shall be cumulative.
10. SEVERABILITY. The parties agree that each of the provisions included in
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this Agreement is separate, distinct and severable from the other provisions of
this Agreement and that the invalidity or unenforceability of any Agreement
provision shall not affect the validity or enforceability of any other provision
of this Agreement. Further, if any provision of this Agreement is ruled invalid
or unenforceable by a court of competent jurisdiction because of a conflict
between the provision and any applicable law or public policy, the provision
shall be redrawn to make the provision consistent with and valid and enforceable
under the law or public policy.
11. NO SET-OFF BY THE EMPLOYEE. The existence of any claim, demand, action or
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cause of action by the Employee against the Employer, or any Affiliate of the
Employer, whether predicated upon this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Employer of any of its rights
hereunder.
12. NOTICE. All notices and other communications required or permitted under
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this Agreement shall be in writing and, if mailed by prepaid first-class mail or
certified mail, return receipt requested, shall be deemed to have been received
on the earlier of the date shown on the receipt or three (3) business
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days after the postmarked date thereof. In addition, notices hereunder may be
delivered by hand, facsimile transmission or overnight courier, in which event
the notice shall be deemed effective when delivered or transmitted. All notices
and other communications under this Agreement shall be given to the parties
hereto at the following addresses:
(i) If to the Employer, to it at:
Cherokee Bank, N.A.
Xxxx Xxxxxx Xxx 0000
Xxxxxx, Xxxxxxx 00000
(ii) If to the Employee, to him at:
Xxxxxx X. Xxxxxxxx
000 Xxx Xxxxx
Xxx Xxxxx, Xxxxxxx 00000
13. ASSIGNMENT. Neither party hereto may assign or delegate this Agreement or
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any of its rights and obligations hereunder without the written consent of the
other party hereto.
14. WAIVER. A waiver by the Employer or the Employee of any breach of this
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Agreement by the other shall not be effective unless in writing, and no waiver
shall operate or be construed as a waiver of the same or another breach on a
subsequent occasion.
15. ARBITRATION. Any controversy or claim arising out of or relating to this
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contract, or the breach thereof, shall be settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator may be entered
only in the State Court of Cherokee County or the federal court for the Northern
District of Georgia. The Employer and the Employee agree to share equally the
fees and expenses associated with the arbitration proceedings; provided,
however, that each party will pay for and bear the cost of its own experts,
evidence and counsel's fees, except that in the discretion of the arbitrator,
any award may include the cost of a party's counsel if the arbitrator expressly
determines that the party against whom the award is entered engaged in
arbitration in bad faith or as a delaying tactic.
16. ATTORNEYS' FEES. In the event that the parties have complied with this
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Agreement with respect to arbitration of disputes and litigation ensues between
the parties concerning the enforcement of an arbitration award, the party
prevailing in such litigation shall be entitled to receive from the other party
all reasonable costs and expenses, including without limitation attorneys' fees,
incurred by the prevailing party in connection with such litigation, and the
other party shall pay such costs and expenses to the prevailing party promptly
upon demand by the prevailing party.
17. APPLICABLE LAW. This Agreement shall be construed and enforced under and
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in accordance with the laws of the State of Georgia.
18. INTERPRETATION. Words importing any gender include all genders. Words
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importing the singular form shall include the plural and vice versa. The terms
"herein", "hereunder", "hereby", "hereto", "hereof" and any similar terms refer
to this Agreement. Any captions, titles or headings preceding the
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text of any article, section or subsection herein are solely for convenience of
reference and shall not constitute part of this Agreement or affect its meaning,
construction or effect.
19. ENTIRE AGREEMENT. This Agreement embodies the entire and final agreement
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of the parties on the subject matter stated in the Agreement. No amendment or
modification of this Agreement shall be valid or binding upon the Employer or
the Employee unless made in writing and signed by both parties. All prior
understandings and agreements relating to the subject matter of this Agreement
are hereby expressly terminated.
20. RIGHTS OF THIRD PARTIES. Nothing herein expressed is intended to or shall
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be construed to confer upon or give to any person, firm or other entity, other
than the parties hereto and their permitted assigns, any rights or remedies
under or by reason of this Agreement.
21. SURVIVAL. The obligations of the Employee pursuant to Sections 5, 6, 7, 8
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and 9 shall survive the termination of the employment of the Employee hereunder
for the period designated under each of those respective sections.
22. JOINT AND SEVERAL. The obligations of the Bank and the Company to Employee
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hereunder shall be joint and several.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the Employer and the Employee have executed and delivered
this Agreement as of the date first shown above.
THE BANK:
CHEROKEE BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
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Print Name: _________________________
Title: Chairman of the Board
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THE COMPANY:
CHEROKEE BANKING COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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Print Name: _________________________
Title: Chairman of the Board
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THE EMPLOYEE:
/s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
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