SEVERANCE PROTECTION AGREEMENT
This Severance Protection Agreement ("Agreement") is made by and among
SARASOTA BANCORPORATION, a Florida corporation (the "Company"), SARASOTA BANK, a
state bank chartered under the laws of Florida and a wholly-owned subsidiary of
the Company (the "Bank") and Xxxx Xxxxxxxx, an employee of the Bank (the
"Employee").
W I T N E S S E T H:
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WHEREAS, the Bank is a banking association chartered under the laws of the
State of Florida and is engaged in the banking business in Sarasota County,
Florida; and
WHEREAS, the Bank is a wholly-owned subsidiary of Sarasota Bancorporation
(the "Company"), a bank holding company organized under the laws of the state of
Florida; and
WHEREAS, the Employee is currently an officer of the Bank holding the title
of Executive Vice President; and
WHEREAS, the Bank and the Employee desire to provide for the payment of
severance pay to the Employee in the event of termination of his employment with
the Bank following a change in control of the Bank, on the terms and conditions
set forth in this Agreement;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and conditions set forth herein, the Company, the Bank and the
Employee agree herein as follows:
1. OPERATION OF AGREEMENT. This Agreement shall be effective beginning
on January 1, 1998 but its provisions shall not be operative unless and until a
"change in control" (as such term is defined in paragraph 2 hereof) has
occurred. The provisions of this Agreement shall not be operative and shall not
apply to any termination of employment, for any reason, prior to the occurrence
of a Change in Control.
2. CHANGE IN CONTROL. Unless otherwise provided, the term "Change in
Control" as used in this Agreement shall mean the first to occur of any of the,
following;
(a) any transaction, whether by merger, consolidation,
asset sale, tender offer, reverse stock split or
otherwise, which results in the acquisition 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 Company;
(b) the sale of all or substantially all of the assets of
the Company; or
(c) the liquidation of the Company.
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3. SEVERANCE PAY UPON TERMINATION BY THE BANK WITHOUT
CAUSE OR BY EMPLOYEE FOR CAUSE. If, following a Change in Control, the
Employee's employment with the Bank is terminated either:
(a) by the Bank for no reason or for any reason other than:
(i) failure of Employee to follow reasonable
written instruction or policies of the Board
of Directors of the Company or the Bank;
(ii) receipt by the Bank of written notice from
either the Florida Department of Banking and
Finance ("DBF") or Federal Deposit of
Insurance Corporation ("FDIC") that the DBF
or FDIC has criticized Executive's
performance, and has either (a) rated the
Bank a "4" or a "5" under the Uniform
Financial Institution Rating System or (b)
has determined that the Bank is in a
"troubled condition" as defined under
Section 914 of the Financial Institutions
Reform, Recovery and Enforcement Act of
1989;
(iii) gross negligence or willful misconduct of
Employee materially damaging to the business
of the Company or the Bank during the term
of this Agreement, or at any time while he
was employed by the Bank prior to the term
of this Agreement if not disclosed to the
Company or the Bank prior to the
commencement of the term of this Agreement;
or
(iv) conviction of Employee during the term of
this Agreement of a crime involving breach
of trust or moral turpitude.
(b) by the Employee as a result of, and within thirty
(30) days following:
(i) a reduction in his rate of regular
compensation from the Bank to an amount
below the rate of his regular compensation
as in effect immediately prior to the Change
in Control; or
(ii) a reduction in his duties, title, and/or
responsibilities, as were previously set
prior to the Change in Control,
then the Bank shall pay the Employee an amount equal to one and a half (1 1/2 )
times the rate of his annual regular compensation (not including bonuses,
benefits, grant of options or any other compensation other than regular periodic
salary payments) as in effect immediately prior to the Change in Control. Such
compensation shall be paid in a lump sum by delivery to the Employee of a
cashier's check or other official Bank check not later than ten (10) days after
the date of notice to the Employee of his termination or ten (10) days after the
date of closing of the transaction effecting the Change of Control of the
Company, whichever the case may be.
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4. SEVERANCE PAY UPON TERMINATION BY THE EMPLOYEE. In the
event of a Change in Control of the Company, as defined herein, the Employee
shall be entitled, within thirty (30) days from the date of closing of the
transaction affecting such change in control and at his election, to give
written notice to the Company and the Bank of his election to receive a cash
payment equal to one and a half (1 1/2) times the rate of his regular
compensation (not including bonuses, benefits, grant of options, or any other
compensation other than regular periodic salary payments) as in effect
immediately prior to the "change in control". Such compensation shall be paid in
a lump sum by delivery to the Employee of a cashier's check or other official
Bank check not later than ten (10) days after the date of notice from the
Employee or ten (10) days after the date of closing of the transaction effecting
the Change of Control of the Company, whichever is later.
5. NO SEVERANCE PAY UPON OTHER TERMINATION. Upon any termination
of Employee's employment with the Bank other than a termination specified in
paragraphs 3 and 4, the sole obligation of the Bank to the Employee shall be to
pay his regular compensation up to the effective date of the termination.
6. ENTIRE OBLIGATION. Payment to the Employee pursuant to,
paragraph 3 or 4 of this Agreement shall constitute the entire obligation of the
Company and Bank to the Employee in full settlement of any claim at law or in
equity that the Employee may otherwise assert against the Company or the Bank or
any of its employees, officers or directors on account of the Employee's
termination of employment.
7. NO OBLIGATION TO CONTINUE EMPLOYMENT. This Agreement does not
create any obligation on the part of the Company or the Bank to continue to
employ the Employee following a Change in Control or in the absence of a Change
in Control.
8. TERM OF AGREEMENT. This Agreement shall remain in effect until
December 31, 2002. At December 31, 2002 and December 31st of each succeeding
calendar year in which the Employee is employed by the Company or the Bank, this
Agreement may be extended, by mutual agreement of the parties hereto, to
December 31st of the next calendar year thereafter.
9. SEVERABILITY. Should any clause, portion or section of this
Agreement be unenforceable or invalid for any reason, such unenforceability or
invalidity shall not affect the enforceability or validity of the remainder of
this Agreement.
10. ASSIGNMENT, SUCCESSOR AND INTEREST. This Agreement being
personal to the Employee may not be assigned by him. The terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the successors
and assigns of the Company or the Bank and the heirs, executors and personal
representatives of the Employee.
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11. WAIVER. Failure to insist upon strict compliance with any
of the terms, covenants and conditions of this Agreement shall not be deemed a
waiver of such term, covenant or condition, nor shall any waiver or
relinquishment of any right or power hereunder at any one or more times be
deemed a waiver or relinquishment of such right or power at any other time or
times.
IN WITNESS WHEREOF, the parties have entered into this Agreement on
this 17th day of June, 1998.
The "Company"
SARASOTA BANCORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Director, on behalf
of the Board of Directors
The "Bank"
SARASOTA BANK
By: /s/ Xxxxxxxxx X. Xxxxxxxx
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Xxxxxxxxx X. Xxxxxxxx, President
The "Employee"
/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx, Executive Vice President
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