EXHIBIT 99.1
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of the 21st day
of February, 2006, by and among PB FINANCIAL SERVICES, INC., a bank holding
company incorporated under the laws of the State of Georgia (the "Company"); The
Peachtree Bank, a state bank organized under the laws of the State of Georgia
(the "Bank") (collectively, the Company and the Bank are referred to hereinafter
as the "Employer"); and XXXXX X. XXXXXX, a resident of the State of Georgia (the
"Executive").
RECITALS:
The Employer currently employs the Executive as President and Chief
Executive Officer of the Company and the Bank pursuant to the terms of that
certain Employment Agreement, dated July 1, 2004, by and among the parties
hereto (the "Original Employment Agreement").
The Employer and the Executive now desire to amend and restate the
Original Employment Agreement to modify certain severance provisions and to make
other updating revisions.
The Employer and Executive intend that, upon execution of this Agreement,
the Original Employment Agreement shall be superseded and shall have no further
force or effect.
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
variant forms shall have the meaning set forth below:
1.1 "AGREEMENT" shall mean this Agreement and any exhibits incorporated
herein together with any amendments hereto made in the manner described in this
Agreement.
1.2 "AREA" shall mean the geographic area within a ten (10) mile radius of
the Bank's principal business location at 0000 Xxxxxxx Xxxxxx Xxxx, Xxxxxx,
Xxxxxxx 00000. It is the express intent of the parties that the Area as defined
herein is the area where the Executive performs services on behalf of the
Employer under this Agreement as of the Effective Date.
1.3 "BUSINESS OF THE EMPLOYER" shall mean the business conducted by the
Employer, which is the business of commercial banking.
1.4 "CAUSE" shall mean:
1.4.1 With respect to termination by the Employer:
(a) A material breach of the terms of this Agreement by the
Executive, including, without limitation, failure by the Executive
to perform his duties and
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responsibilities in the manner and to the extent required under this
Agreement, which remains uncured after the expiration of thirty (30)
days following the delivery of written notice of such breach to the
Executive by the Employer. Such notice shall (i) specifically
identify the duties that the Board of Directors of the Company or
the Bank believes the Executive has failed to perform and (ii) state
the facts upon which such determination is made;
(b) Conduct by the Executive that amounts to fraud,
dishonesty, disloyalty or willful misconduct in the performance of
his duties and responsibilities hereunder;
(c) Conviction of or plea of guilty or NOLO CONTENDERE by the
Executive during the Term of a crime involving breach of trust or
moral turpitude or any felony;
(d) Conduct by the Executive that amounts to gross and willful
insubordination or inattention to his duties and responsibilities
hereunder; or
(e) Conduct by the Executive that results in removal from his
position as an officer or executive of the Employer pursuant to a
written order by any regulatory agency with authority or
jurisdiction over the Employer.
1.4.2 With respect to termination by the Executive prior to a Change
of Control, a material diminution in the powers, responsibilities or duties of
the Executive hereunder, removal of the Executive from the position of Chief
Executive Officer of the Company or the Bank, or a material breach of the terms
of this Agreement by the Employer (including, but not limited to, Section 2.1(b)
below), which remains uncured after the expiration of thirty (30) days following
the delivery of written notice of such breach to the Employer by the Executive.
With respect to termination by the Executive on or after a Change of Control, a
material diminution in the powers, responsibilities or duties of the Executive
as Chief Executive Officer of the Bank, removal of the Executive from the
position of Chief Executive Officer of the Bank, any material breach of the
terms of this Agreement by the Employer (other than Section 2.1 below), which
remains uncured after the expiration of thirty (30) days following the delivery
of written notice of such breach to the Employer by the Executive, or any
relocation of the primary office of the Executive to a location outside of the
Area without the consent of the Executive.
1.5 "CHANGE OF CONTROL" means any one of the following events:
(a) the acquisition by any person or persons acting in concert of the then
outstanding voting securities of either the Company or the Bank if, after the
transaction, the acquiring person or persons owns controls or holds the power to
vote fifty percent (50%) or more of any class of voting securities of the
Company or the Bank;
(b) within any twelve-month period (beginning on or after the Effective
Date), the persons who were directors of either the Company or the Bank
immediately before the
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beginning of such twelve-month period (the "Incumbent Directors") shall
cease to constitute at least a majority of such Board of Directors;
provided that any director who was not a director as of the beginning of
such twelve-month period shall be deemed to be an Incumbent Director if
that director were elected to such Board of Directors by, or on the
recommendation of or with the approval of, at least two-thirds of the
directors who then qualified as Incumbent Directors; and provided further
that no director whose initial assumption of office is in connection with
an actual or threatened election contest relating to the election of
directors shall be deemed to be an Incumbent Director;
(c) a reorganization, merger, share exchange combination or
consolidation, with respect to which persons who were the stockholders of
either the Company or the Bank immediately prior to such reorganization,
merger, share exchange combination or consolidation do not, immediately
thereafter, own more than fifty percent (50%) of the combined voting power
entitled to vote in the election of directors of the reorganized, merged,
combined or consolidated company's then outstanding voting securities; or
(d) the sale, transfer or assignment of all or substantially all of
the assets of the Company or the Bank to any third party.
1.6 "CONFIDENTIAL INFORMATION" means data and information relating to the
Business of the Employer (which does not rise to the status of a Trade Secret)
which is or has been disclosed to the Executive or of which the Executive became
aware as a consequence of or through the Executive'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 Executive without authorization) or
that has been independently developed and disclosed by others, or that otherwise
enters the public domain through lawful means.
1.7 "DISABILITY" shall mean the inability of the Executive to perform each
of his material 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 Executive.
1.8 "EFFECTIVE DATE" shall mean February 21, 2006.
1.9 "EMPLOYER INFORMATION" means Confidential Information and Trade
Secrets.
1.10 "INITIAL TERM" shall mean that period of time commencing on the
Effective Date and running until the earlier of the close of business on the
last business day immediately preceding the third anniversary of the Effective
Date or any earlier termination of employment of the Executive under this
Agreement as provided for in Section 3.
1.11 "TERM" shall mean the Initial Term and all subsequent renewal
periods.
1.12 "TRADE SECRETS" means Employer information including, but not limited
to, technical or nontechnical data, formulas, patterns, compilations, programs,
devices, methods,
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techniques, drawings, processes, financial data, financial
plans, product plans or lists of actual or potential customers or 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.
2.1 POSITION.
(a) Officer. The Executive is employed as President and Chief
Executive Officer of the Company and the Bank and, subject to the
direction of the Board of Directors of the Company and the Bank or the
applicable Board's designee(s), shall perform and discharge well and
faithfully the duties which may be assigned to him from time to time by
such Board of Directors in connection with the conduct of the Employer's
business. The duties and responsibilities of the Executive are set forth
on Exhibit "A" attached hereto.
(b) Director. During the Term, the Executive shall serve on the
Board of Directors of both the Company and the Bank.
2.2 FULL-TIME STATUS. In addition to the duties and responsibilities
specifically assigned to the Executive pursuant to Section 2.1 hereof, the
Executive shall:
(a) devote substantially all of 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 reasonable and lawful
management policies and decisions communicated to him by the Board of
Directors of the Company and the Bank; and
(c) timely prepare and forward to the Board of Directors of the
Company and the Bank all reports and accountings as may be requested of
the Executive.
2.3 PERMITTED ACTIVITIES. The Executive shall devote his entire business
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 Executive from:
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(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 Executive in
their operation or affairs and in which his participation is solely that
of an investor;
(b) purchasing securities in any corporation, the securities of
which 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 the Board of Directors of the Company or the Bank
approves in writing of such activities prior to the Executive's engaging
in them.
3. TERM AND TERMINATION.
3.1 TERM. This Agreement shall remain in effect for the Term. Commencing
with the first day of the Initial Term, this Term shall renew each day such that
the Term remains a three-year term from day-to-day thereafter unless any party
gives written notice to the others of its or his intent that the automatic
renewals shall cease. In the event such notice of non-renewal is properly given,
this Agreement and the Term shall expire on the third anniversary of the
thirtieth day following the date such written notice is received.
3.2 TERMINATION. During the Term, the employment of the Executive under
this Agreement may be terminated only as follows:
3.2.1 By the Employer:
(a) For Cause, upon written notice to the Executive pursuant
to Section 1.4.1 hereof, in which event the Employer shall have no
further obligation to the Executive except for the payment of any
amounts due and owing under Section 4 on the effective date of
termination;
(b) Without Cause at any time, provided that the Employer
shall give the Executive thirty (30) days' prior written notice of
its intent to terminate, in which event the Employer shall be
required to continue to meet its obligations to the Executive under
Section 4.1 for twelve (12) months following the effective date of
termination; or
(c) Upon the Disability of the Executive at any time, provided
that the Employer shall give the Executive thirty (30) days' prior
written notice of its intent to terminate, in which event, for six
(6) months following the effective date of termination or until the
Executive begins receiving payments under the long-term disability
policy maintained for the employees of the Company and/or the
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Bank, if any, whichever occurs first, the Employer shall be required
to continue to meet its obligations under Sections 4.1.
3.2.2 By the Executive:
(a) For Cause, upon written notice to the Employer pursuant to
Section 1.4.2 hereof, in which event the Employer shall be required
to continue to meet its obligations to the Executive under Section
4.1 for twelve (12) months following the effective date of
termination; or
(b) Without Cause, provided that the Executive 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 Executive except for payment of any amounts due
and owing under Section 4 on the effective date of the termination.
3.2.3 At any time upon mutual, written agreement of the parties, in
which event the Employer shall have no further obligation to the Executive
except for payment of amounts due and owing under Section 4 on the
effective date of termination.
3.2.4 Notwithstanding anything in this Agreement to the contrary,
the Term shall end automatically upon the Executive's death, in which
event the Employer shall have no further obligation to the Executive's
estate except for payment of amounts due and owing under Section 4 on the
date of the Executive's death.
3.3 CHANGE OF CONTROL. Within thirty (30) days following the consummation
of a Change of Control, the Executive shall receive a lump sum payment equal to
the product of (a) the Executive's "base amount" for the "base period", within
the meaning of Section 280G(b)(3) of the Internal Revenue Code and related rules
and regulations promulgated thereunder, as the same may be amended from time to
time (the "Code"), multiplied by (b) 2.99. If the aggregate present value
(determined as of the date of the Change of Control in accordance with the
provisions of Section 280G of the Code) of both this payment and all other
payments to the Executive in the nature of compensation which are contingent on
a change in ownership or effective control of the Company or the Bank or in the
ownership of a substantial portion of the assets of the Company or the Bank (the
"Aggregate Contingent Payments") would result in a "parachute payment," as
defined under Section 280G of the Code, then the Aggregate Contingent Payments
shall not be greater than an amount equal to 2.99 multiplied by Executive's
"base amount" for the "base period," as those terms are defined under Section
280G of the Code. In the event the Aggregate Contingent Payments are required to
be reduced pursuant to this Section 3.3, the Executive shall be entitled to
determine which portions of the Aggregate Contingent Payments are to be reduced
so that the Aggregate Contingent Payments satisfy the limit set forth in the
preceding sentence. Except as otherwise contemplated by this Section 3.3, the
payment provided for pursuant to this Section 3.3 shall be in addition to, and
shall not serve to offset, any payments that otherwise may become payable to the
Executive in connection with a termination of employment as provided in the
remaining provisions of this Section 3.
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3.4 EFFECT OF TERMINATION. Upon termination of the Executive's employment
hereunder for any reason, the Employer shall have no further obligations to the
Executive or the Executive's estate with respect to this Agreement, except for
the payment of any amounts accrued or otherwise due and owing under Section 4
hereof and unpaid as of the effective date of the termination of employment and
payments set forth in Sections 3.2.1(b) or (c) or Section 3.2.2(a), as
applicable.
4. COMPENSATION. The Executive shall receive the following salary and benefits
during the Term, except as otherwise provided below:
4.1 BASE SALARY. As of the Effective Date, the Executive shall be
compensated at an annual base rate of $300,00 (the "Base Salary"). The
obligation for payment of Base Salary shall be apportioned between the Company
and the Bank as they may agree from time to time in their sole discretion. The
Executive's Base Salary shall be reviewed by the Board of Directors of the
Company and the Bank at least annually, and the Executive shall be entitled to
receive annually an increase in such amount, if any, as may be determined by
such Board of Directors based on their evaluations of the Executive's
performance. Base Salary shall be payable in accordance with the Employer's
normal payroll practices.
4.2 INCENTIVE COMPENSATION. The Executive shall be eligible to receive
annual bonus compensation (the "Annual Bonus") in an amount determined in the
discretion of the Board of Directors of the Company and the Bank; provided,
however, that the Executive shall only be entitled to an Annual Bonus if the
Bank has a CAMELS rating of 1 or 2 for the year to which the Annual Bonus
relates. Any Annual Bonus will be payable within ninety (90) days following the
last day of the calendar year for which such Annual Bonus is earned.
4.3 STOCK OPTIONS. The Executive will be eligible to participate in any
stock option program as may be established by the Employer for the benefit of
its employees. The Employer, may from time to time, grant stock options to the
Executive commensurate with the Executive's position.
4.4 BUSINESS EXPENSES; MEMBERSHIPS. The Employer specifically agrees to
reimburse the Executive for:
(a) reasonable and necessary business expenses (including travel)
incurred by him in the performance of his duties as approved by the Board
of Directors of the Company and/or the Bank;
(b) the reasonable dues and business related expenditures associated
with membership in trade and professional associations, as are mutually
agreed upon by the Executive and the Employer, which are commensurate with
the Executive's position; and
(c) the dues and business related expenditures associated with
membership in the Atlanta Athletic Club and a single civic organization as
selected by the Executive and approved by the Board of Directors of the
Company and/or the Bank;
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provided, however, that the Executive shall, as a condition of any
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 Executive acknowledges that the Employer has made
no representation concerning the taxability or nontaxability of any of the
reimbursements contemplated by this Section.
4.5 VACATION. On a non-cumulative basis, the Executive shall be entitled
to four (4) weeks of vacation in each successive twelve-month period during the
Term, during which his compensation shall be paid in full.
4.6 BENEFITS. In addition to the benefits specifically described in this
Agreement, the Executive shall be entitled to such benefits as may be available
from time to time to executives of the Employer similarly situated to the
Executive. 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 and retirement plans, dental, health,
life and disability insurance benefits, sick leave and such other benefits as
the Employer deems appropriate.
4.7 WITHHOLDING. The Employer may deduct from each payment of compensation
hereunder all amounts required to be deducted and withheld in accordance with
applicable federal and state income tax, FICA and other withholding
requirements.
5. EMPLOYER INFORMATION.
5.1 OWNERSHIP OF EMPLOYER INFORMATION. All Employer Information received
or developed by the Executive while employed by the Employer will remain the
sole and exclusive property of the Employer.
5.2 OBLIGATIONS OF THE EXECUTIVE. The Executive agrees:
(a) to hold Employer Information in strictest confidence;
(b) not to use, duplicate, reproduce, distribute, disclose or
otherwise disseminate Employer Information or any physical embodiments of
Employer Information; and
(c) in any event, not to take any action causing or fail to take any
action necessary in order to prevent any Employer Information from losing
its character or ceasing to qualify as Confidential Information or a Trade
Secret.
In the event that the Executive is required by law to disclose any Employer
Information, the Executive will not make such disclosure unless (and then only
to the extent that) the Executive 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 Employer when the Executive 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
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Information, and shall survive termination of this Agreement for any reason for
so long as is permitted by applicable law, with respect to Trade Secrets.
5.3 DELIVERY UPON REQUEST OR TERMINATION. Upon request by the Employer,
and in any event upon termination of his employment with the Employer, the
Executive will promptly deliver to the Employer all property belonging to the
Employer, including, without limitation, all Employer Information then in his
possession or control.
6. NON-COMPETITION. The Executive agrees that during his employment by the
Employer hereunder and, in the event of his termination:
- by the Employer for Cause pursuant to Section 3.2.1(a),
- by the Employer without Cause pursuant to Section 3.2.1(b),
- by the Executive for Cause pursuant to Section 3.2.2(a), or
- by the Executive without Cause pursuant to Section 3.2.2(b),
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 an executive employee or in any other capacity which involves duties
and responsibilities similar to those undertaken for the Employer (including as
an organizer, director or proposed executive officer of a new financial
institution), 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 Executive agrees that during his
employment by the Employer hereunder and, in the event of his termination:
- by the Employer for Cause pursuant to Section 3.2.1(a),
- by the Employer without Cause pursuant to Section 3.2.1(b),
- by the Executive for Cause pursuant to Section 3.2.2(a), or
- by the Executive without Cause pursuant to Section 3.2.2(b),
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, any business from any of the
Employer's customers, including prospective customers actively sought by the
Employer, with whom the Executive 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 Executive agrees that during his
employment by the Employer hereunder and, in the event of his termination:
- by the Employer for Cause pursuant to Section 3.2.1(a),
- by the Employer without Cause pursuant to Section 3.2.1(b),
- by the Executive for Cause pursuant to Section 3.2.2(a), or
- by the Executive without Cause pursuant to Section 3.2.2(b),
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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, any employee of the
Employer, whether or not:
- such employee is a full-time employee or a temporary employee of the
Employer,
- such employment is pursuant to written agreement, or
- such employment is for a determined period or is at will.
9. REMEDIES. The Executive agrees that the covenants contained in Sections 5
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
Executive 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 Executive
agree that all remedies available to the Employer or the Executive, as
applicable, shall be cumulative.
10. SEVERABILITY. The parties agree that each of the provisions included in 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 EXECUTIVE. The existence of any claim, demand, action or
cause of action by the Executive against 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
this Agreement shall be in writing and shall be delivered by hand or, if mailed,
shall be sent via the United States Postal Service, certified mail, return
receipt requested or by overnight courier. All notices hereunder may be
delivered by hand or overnight courier, in which event the notice shall be
deemed effective when delivered. All notices and other communications under this
Agreement shall be given to the parties hereto at the following addresses:
(i) If to the Company, to it at:
PB Financial Services, Inc.
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
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(ii) If to the Bank, to it at:
The Peachtree Bank
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
(iii) If to the Executive, to him at:
Xxxxx X. Xxxxxx
000 Xxxxxx Xxx
Xxxxxx, Xxxxxxx 00000
Any party hereto may change his or its address by advising the others, in
writing, of such change of address.
13. ASSIGNMENT. Neither party hereto may assign or delegate this Agreement or
any of its rights and obligations hereunder without the written consent of the
other party to this Agreement.
14. WAIVER. A waiver by one party to this Agreement of any breach of this
Agreement by another party to this Agreement 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
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 a state court of Gwinnett County or the federal court for the Northern
District of Georgia. The Employer and the Executive agree to share equally the
fees and expenses associated with the arbitration proceedings.
EXECUTIVE MUST INITIAL HERE: MGW
16. ATTORNEYS' FEES. In the event that the parties have complied with this
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 in
accordance with the laws of the State of Georgia.
18. INTERPRETATION. Words importing any gender include all genders. Words
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 text of any
article, section or subsection herein are solely for convenience of
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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 of
the parties on the subject matter stated in this Agreement and supersedes, in
its entirety, the Original Employment Agreement which shall have no further
force or effect. No amendment or modification of this Agreement shall be valid
or binding upon the Employer or the Executive 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 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 Executive pursuant to Sections 5, 6, 7, 8
and 9 shall survive the termination of the employment of the Executive hereunder
for the period designated under each of those respective sections.
22. JOINT AND SEVERAL. The obligations of the Company and the Bank to the
Executive hereunder shall be joint and several.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Employer and the Executive have executed and
delivered this Agreement as of the date first shown above.
PB FINANCIAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxx
_____________________________
Signature
Xxxx X. Xxxxxx
_____________________________
Print Name
/s/ Xxx X. Brothers Chairman
Attest: ______________________________ _____________________________
Title
THE PEACHTREE BANK
By: /s/ Xxxx X. Xxxxxx
____________________________
Signature
Xxxx X. Xxxxxx
_____________________________
Print Name
/s/ Xxx X. Brothers Chairman
Attest: ______________________________ _____________________________
Title
/s/ Xxxxx X. Xxxxxx
__________________________________
XXXXX X. XXXXXX
February 21, 2006
Date: ____________________________
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EXHIBIT "A"
DUTIES AND RESPONSIBILITIES OF
CHIEF EXECUTIVE OFFICER AND PRESIDENT
- Xxxxxx a corporate culture that promotes ethical practices, encourages
individual integrity, fulfills social responsibility, and is conducive to
attracting, retaining and motivating a diverse group of top-quality
employees at all levels.
- Work with the Board of Directors of the Company and the Bank to develop a
long-term strategy for the Employer that creates shareholder value.
- Develop and recommend to the Board of Directors of the Company and the
Bank annual business plans and budgets that support the Employer's
long-term strategy.
- Manage the day-to-day business affairs of the Employer appropriately.
- Use best efforts to achieve the Employer's financial and operating goals
and objectives.
- Use best efforts to improve the quality and value of the products and
services provided by the Employer.
- Use best efforts to ensure that the Employer maintains a satisfactory
competitive position within its industry.
- Develop an effective management team and an active plan for its
development and succession, and make recommendations to each Board of
Directors regarding hiring, firing and compensation.
- Implement major corporate policies as may be developed from time to time
by each Board of Directors.
- Discharge such other duties and accept such other responsibilities as may
be delegated by each Board of Directors from time to time during the Term.
A-14
