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EXHIBIT 10(g)
POST RETIREMENT AGREEMENT
This Agreement is entered into by and between Xxxxx X. Xxxxxxx
("Executive") and Southside Bank and Southside Bancshares, Inc. ("Employer")
whereby it is agreed as follows:
RECITALS
A. Southside Bank is a Texas Banking Corporation with its principal
office and place of business in Tyler, Texas, and Executive is currently
serving as the Chief Executive Officer of the bank and has served the bank as
its Chief Executive Officer since the bank commenced business.
B. Southside Bancshares, Inc., is the holding company that owns all of
the stock of Southside Bank and other related entities and Executive is the
Chief Executive Officer of such corporation and serves as the Chairman of the
Board of Directors of such corporation and has held that position since the
formation of such corporation.
C. The Board of Directors of both entities have determined that it is
crucial to continue to retain the services, expertise and guidance of Executive
and to provide for an efficient and smooth transition upon the retirement of
Executive.
D. The Boards of Directors recognize that Executive has developed
extensive relationships with the bank's customers, East Texas civic and
business leaders, banking industry leaders and governmental agencies that are
extremely valuable to the bank.
E. Both Boards of Directors have unanimously approved both corporations
entering into this Agreement with Executive dealing with and establishing a
mechanism and procedure to ensure the continued guidance and assistance from
Executive.
AGREEMENT
1. Upon the retirement of Executive, Executive shall resign as an
officer of Employer and shall further resign as Chairman of the Board of
Employer. Executive shall continue to serve on
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both boards as a regular "outside" director and be on all committees but shall
have the title of "Chairman Emeritus".
2. Upon retirement, Executive shall be employed by Southside Bank as the
Director of Public Relations and in such capacity, Executive shall assist the
bank in its relations with the business community, regulatory community and
legislative organizations and thereby will provide to the bank access to the
knowledge, insight and experience acquired by the Executive during his numerous
years of service. Executive shall determine the work schedule required to
accomplish his duties and shall receive a monthly salary of $1,000.00 per month.
a. Executive shall receive during the term of this Agreement two (2)
vehicles furnished by the bank and maintained by the bank of similar value to
the two (2) vehicles furnished to Executive prior to retirement. Upon the death
of Executive during the term of this Agreement, Executive's surviving spouse
shall be given the vehicle of her selection.
b. Executive shall receive membership in two (2) clubs of Executive's
selection and reimbursement for all charges incurred by Executive on behalf of
Employer's business.
c. Employer shall reimburse Executive for all travel expenses incurred by
Executive on Employer related travel.
d. Executive shall be furnished an office in the main office in the bank
and an administrative assistant to assist Executive in carrying out his
functions under the terms of this Agreement.
e. Executive shall continue to be deemed an employee of the bank for
insurance purposes and the insurance benefits available to employees and their
family shall be afforded to Executive.
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3. Employer recognizes that subsequent corporate action could adversely
affect this Agreement even though Executive has commenced fulfilling his
commitments under the terms of this Agreement. In order to prevent such
inequities and to provide a certainty of benefits even in the event of adverse
corporate action, Employer agrees that in the event of a change of control (the
acquisition by an entity or an affiliated group of sufficient number of shares
of the common stock of Southside Bancshares, Inc. to permit such entity or
affiliated group to gain control of the Board of Directors) and thereafter such
Board of Directors elect to terminate this Agreement or Employer terminates
this agreement without good cause even without a change of control, the
termination of this Agreement shall require the Employer to pay to Executive a
cash payment of SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($750,000.00)
in lieu of all further benefits under this Agreement and any damages associated
with the termination of such Agreement.
4. During the term of this Agreement, Executive shall not engage, directly or
indirectly, in competition with any of the activities of either Employer within
any of the territory in which either does business.
5. This Agreement is in addition to all prior agreements between Executive
and either of the Employers and shall not be deemed an amendment or
modification of any such agreements. Either party may terminate this Agreement
upon ninety (90) days written notice and upon the death of Executive, this
Agreement shall immediately terminate.
Dated this 20th day of June, 2001.
SOUTHSIDE BANK
BY: /s/ XXX XXXXXX
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XXX XXXXXX, PRESIDENT
SOUTHSIDE BANCSHARES, INC.
BY: /s/ XXX XXXXXX
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XXX XXXXXX, PRESIDENT
-EMPLOYER-
/s/ XXXXX X. XXXXXXX
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XXXXX X. XXXXXXX
-EXECUTIVE-
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