Exhibit 10.6
STOCK AWARD AGREEMENT
PURSUANT TO
ARTICLE X
OF
CENTURA BANKS, INC.
OMNIBUS EQUITY COMPENSATION PLAN
THIS AGREEMENT, made and entered into as of the 20th day of November,
1996, by and between CENTURA BANKS, INC., a North Carolina corporation (the
"Corporation"), and XXXXXX X. XXXXXXX ("Executive"), an officer and director of
the Corporation.
WHEREAS, Executive is an officer and director of the Corporation, who
performs valuable services for the Corporation and its subsidiaries; and
WHEREAS, Executive has expressed an interest in taking Early Retirement
and it has been determined by the Compensation and Executive Committees of the
Corporation that it is desirable for Executive to take Early Retirement and to
perform services for the Corporation after such Early Retirement, provided that
Executive receives incentives to cause him to promote the best interests of the
Corporation and its shareholders both before and after such Early Retirement;
and
WHEREAS, the Corporation has provided for the incentive compensation of
its executives by adoption of the Centura Banks, Inc. Omnibus Equity
Compensation Plan (the "Plan"), the terms and provisions of which are
incorporated herein by this reference; all capitalized terms not otherwise
defined in this Agreement having the meanings ascribed to them in the Plan; and
WHEREAS, the Committee has deemed it advisable to make Stock Awards to
Executive pursuant to the terms of this Agreement and Article X of the Plan; and
WHEREAS, Executive desires to accept the Stock Awards hereunder,
subject to the terms of the Plan and this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, the parties hereto hereby agree as follows:
1. The Corporation will award to Executive 60,000 shares of Stock
(the "Stock Awards"), subject to the further terms of this Agreement and the
following conditions:
a. Stock Certificates, each in the amount of 20,000 shares of
stock will be issued to the Executive on the following dates:
February 1, 1997; February 1, 1998 and February 1,1999.
b. The rights to the Stock Awards not yet issued shall be
forfeited by Executive if:
i. Subject to Sections 6 and 7, Executive does not take
Early Retirement at any time after February 1, 1997, and
before June 1, 1997 ("Early Retirement"), such action to
be evidenced by written notice from Executive to the
Corporation at least 30 days prior to such retirement.
ii. Executive does not make himself available to the
Corporation to perform such consulting services that may
be reasonably requested by the Corporation through
January 31, 1999; or
iii. The events described in Section 5 of this Agreement shall
have occurred.
2. At the time or times of the Stock Awards pursuant to Section 1 or
Sections 6,7 or 8, Executive shall have the option to receive in lieu of the
shares; cash in an amount equal to the Fair Market Value of such shares;
provided , that Executive may not elect to receive cash in lieu of more than
one-half of the shares awarded at each of the Award Dates (and no more than
30,000 shares in the aggregate).
3. The Corporation shall deliver to Executive, stock certificates
representing the shares of stock awarded under the Stock Awards hereunder
pursuant to Section 1 or Sections 6,7 or 8 as soon as practicable after the
dates or events referred to in such Sections. The stock certificates
representing the shares of Stock shall be registered in the name of Executive.
4. Except as otherwise provided in this Agreement and Article X of the
Plan, upon delivery of the certificates evidencing the Stock Awards as provided
in Section 1 or Sections 6, 7 or 8 of this Agreement, Executive shall have all
of the rights of a shareholder of the Corporation with respect to the shares
represented by stock certificates registered in his name.
5. In the event of Executive's termination of employment prior to Early
Retirement (a) by the Corporation for cause or (b) voluntarily by Executive, all
rights to the Stock Awards shall be forfeited to the Corporation by Executive.
For purposes of this Section 5, "cause" shall be defined as (i) a willful and
continued failure by Executive to perform his duties as an executive of the
Corporation (other than due to disability); or (ii) a material breach by
Executive of his duties of loyalty or care to the Corporation; or (iii) a
willful violation of the Executive Employment Agreement, dated as of November
15, 1995 (the "Employment Agreement"), between the Corporation and Executive; or
(iv) a conviction of, or entering of a plea of nolo contendere by Executive for
willful violation of any federal or state banking laws or regulations applicable
to the Corporation. For purposes of this Section 5, Executive shall not be
deemed to have terminated his
employment voluntarily if Executive shall terminate his employment for a breach
by the Corporation of the Employment Agreement. In the event of Executive's
termination of employment for any reason other than those set forth in
subsections (a) and (b) of this Section 5 or Section 6 and 7 hereof prior to
receipt of the Stock Awards, the rights to the Stock Awards shall not be
forfeited and the timing of the Stock Awards shall continue in effect and shall
be awarded in the same manner as if Executive remained employed.
6. In the event of Executive's Disability (as defined in the Plan)
prior to the issuance of all Stock Awards, the transfer of subsequent Stock
Awards shall continue in effect as if Executive suffered no disability, subject
to the terms of this Agreement.
7. Upon Executive's death prior to the issuance of all Stock Awards,
and provided no event of forfeiture has occurred prior to Executive's death, the
rights to the Stock Awards remaining under this Agreement shall become
non-forfeitable and all remaining Stock Awards shall be issued as soon as
possible to the estate of Executive.
8. Upon the occurrence of a "Change in Control", as defined in the
Employment Agreement, the remaining Stock Awards shall become non-forfeitable
and all remaining Stock Awards shall be issued to Executive as soon as possible,
so long as such shares have not been forfeited.
9. The Corporation shall have the right to withhold from any transfer
or payment made to Executive under this Agreement, in cash or stock, all
Federal, State, or other taxes as shall be required pursuant to any statute or
governmental regulation or ruling. In connection with such withholding, the
Corporation may make any arrangement consistent with this Agreement and the Plan
as it may deem appropriate.
10. All costs and expenses in connection with the administration of
this Agreement shall be borne by the Corporation.
11. The liability of the Corporation, Board of Directors and Committee
under this Agreement, and in any Stock Award made pursuant to this Agreement, is
limited to the obligations set forth with respect to such award and nothing
herein contained shall be interpreted as imposing any liability on the
Corporation in favor of Executive with respect to any loss, cost or expense
which Executive may incur in connection with or arising out of any transaction
involving the Stock Award that is subject to the provision of this Agreement.
12. Nothing in this Agreement shall be construed as giving Executive
an agreement or understanding, express or implied, that the Corporation shall
continue to employ him.
13. The validity, construction, interpretation and enforceability of
this Agreement shall be determined and governed by the laws of the State of
North Carolina, except to the extent preempted by the Employee Retirement Income
Security Act of 1974, as amended.
14. The parties hereto agree that this Agreement, together with the
Plan, sets forth all the promises, agreements, conditions, understandings,
warranties and representations between the parties with respect to the Stock
Awards and that there are no promises, agreements, conditions, understandings,
warranties or representations, oral or written, express or implied, between the
parties with respect to the Stock Awards other than as set forth in the Plan and
this Agreement. Any modifications or any waiver of any provision contained in
this Agreement shall not be valid unless made in writing and signed by the
person or persons sought to be bound by such waiver or modification.
15. The provisions of this Agreement are severable and if any one or
more provisions are determined to be illegal or otherwise unenforceable, in
whole or in part, the remaining provisions, and any partially unenforceable
provision to the extent enforceable in any jurisdiction, shall nevertheless be
binding and enforceable.
16. The waiver by the Corporation of a breach of any provision of this
Agreement by Executive shall not operate or be construed as a waiver of any
subsequent breach by Executive.
17. The terms and provisions of this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their successors and
assigns, including, without limitation, the estate of Executive and the
executors, administrators, or trustees of such estate and any receiver, trustee
in bankruptcy or representative of the creditors of Executive.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal as of the day and year first above written.
CENTURA BANKS, INC.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
ATTEST:
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Secretary
(SEAL)
EXECUTIVE:
/s/ Xxxxxx X. Xxxxxxx (SEAL)
Xxxxxx X. Xxxxxxx
