Exhibit 10.15
FOUR OAKS BANK & TRUST COMPANY
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of this 23 day of October, 1995, by
and between FOUR OAKS BANK & TRUST COMPANY, a North Carolina banking corporation
(the "Bank"), and XXXX X. XXXX ("Employee").
WITNESSETH
WHEREAS, the Bank desires that Employee be retained as an employee of
the Bank to serve as Senior Vice President and Smithfield City Executive
Officer; and
WHEREAS, Employee desires to be retained as an employee of the Bank and
to serve as Senior Vice President and Smithfield City Executive Officer;
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants contained in this Agreement, the Bank and the Employee agree as
follows:
1. Employment. Employee is hereby employed by the Bank as Senior Vice
President and Smithfield City Executive Officer with the duties,
responsibilities and powers of such office as assigned to him as of the date of
this Agreement and as customarily associated with such office.
2. Term: The term of this Agreement shall commence on the date of this
Agreement and shall terminate on October 23, 1997 and shall, unless terminated
otherwise as set forth in this Agreement, be automatically extended on October
23, 1997 and each anniversary of such date for an additional term of one (1)
year unless such automatic extension is declined by either party by notice given
not less than ninety (90) days before the end of the then current term of this
Agreement.
3. Compensation and Benefits. In consideration of his services during
the term of this Agreement, Employee shall be paid compensation and benefits by
the Bank as follows:
(a) Base Salary. Employee will receive an annual base salary of Fifty
Thousand Four Hundred Dollars ($50,400), payable in monthly installments.
Employee will be entitled to receive such increases in his annual base salary as
may be approved by the Board of Directors of the Bank, with each such increase
being included in his annual base salary for all purposes.
(b) Incentive Payments. Employee shall be entitled to incentive
payments as from time to time are approved by the Board of Directors of the
Bank.
(c) Additional Benefits. Employee shall be entitled to receive and to
participate, subject to any eligibility requirements, in all benefits generally
made available to the Bank's officers and also those generally made available to
all salaried employees of the Bank including, but not limited to, stock options,
insurance benefits, vacation, sick leave, and reimbursement of expenses incurred
on behalf of the Bank in the course of performing duties under this Agreement.
4. Termination. Employee's employment under this Agreement shall
terminate:
(a) Upon written notice from the Bank to Employee in the event of an
illness or other disability incapacitating him from performing his duties for
six (6) consecutive months as determined in good faith by the Chief Executive
Officer of the Bank, the Board of Directors of the Bank, or a committee of the
Board;
(b) For cause upon written notice from the Bank ("Cause" for this
purpose means (i) the willful and continued failure by Employee for a
significant period of time substantially to perform his duties with the Bank
(other than any such failure resulting from his disability) after a demand for
substantial performance is delivered to Employee by the Bank's Chief Executive
Officer, Board of Directors, or a committee of the Board which specifically
identifies the manner in which the Chief Executive Officer or Board of Directors
believes that Employee has not substantially performed his duties, (ii) the
willful engaging by Employee in gross misconduct materially and demonstratively
injurious to the Bank or (iii) the conviction of Employee of any crime involving
fraud or dishonesty); or
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(c) Upon thirty (30) days notice from Employee to Bank at any time
within two (2) years following a change in control of the Bank. "Change in
control" means one or more of the following occurrences:
(i) A corporation, person or group acting in concert as
described in Section 14(d)(2) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), holds or acquires beneficial ownership
within the meaning Rule 13d-3 promulgated under the Exchange Act of a
number of shares of voting capital stock of the Bank which constitutes
either (A) more than fifty percent (50%) of the shares which voted in
the election of directors of the Bank at the shareholders' meeting
immediately preceding such determination, or (B) more than thirty-three
percent (33%) of the Bank's then outstanding shares entitled to vote.
(ii) A merger or consolidation to which the Bank is a party
(other than a pro forma transaction for a purpose such as changing the
state of incorporation or name of the Bank), if either (A) the Bank is
not the surviving corporation, or (B) the directors of the Bank
immediately before the merger or consolidation constitute less than a
majority of the Board of Directors of the surviving corporation;
provided, however, the occurrence described in clause (A) shall not
constitute a change in control if the holders of the Bank's voting
capital stock immediately before the merger or consolidation have the
same proportional ownership of voting capital stock of the surviving
corporation immediately after the merger or consolidation.
(iii) All or substantially all of the assets of the Bank are
sold, leased, or disposed of in one transaction or a series of related
transactions.
(iv) An agreement, plan contract, or other arrangement is
entered into providing for any occurrence which, as defined in this
Agreement, would constitute a change in control. The Bank hereby
represents, warrants, and agrees that it shall give prompt notice to
Employee immediately upon learning of the consummation of any of the
events set forth in Paragraph 4 (c) of this Agreement. If the Bank
fails to give such notice to Employee, the Bank shall be estopped from
contesting, and shall not contest, the adequacy or timeliness of any
notice Employee may be allowed or required to give following a change
in control of the Bank.
5. Non-Assiqnability. This Agreement shall not be assignable by
Employee. This Agreement shall not be assignable by the Bank without the prior
written consent of Employee except to a corporation which is the surviving
entity in any merger involving the Bank or to a corporation which acquires all
or substantially all of the stock or assets of the Bank.
6. Modification. This Agreement sets forth all the terms and conditions
of the employment agreement between Employee and the Bank and can be modified
only by a writing signed by both parties. No waiver by either party to this
Agreement at any time of any breach of the other party of, or compliance with,
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.
7. Counterparts; Construction. This Agreement may be executed in
several identical counterparts, each of which when so executed shall be deemed
an original, but all such counterparts shall constitute one and the same
instrument. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of North Carolina.
8. Severability. Should any provision of this Agreement be declared to
be invalid for any reason or to have ceased to be binding on the parties, such
provision shall be severed, and all other provisions shall be effective and
binding.
9. Notice. All necessary notices, demands and requests required or
permitted under this Agreement shall be in writing and shall be deemed to have
been duly given if delivered in person or mailed by certified mail, postage
prepaid, addressed as follows:
(a) If to Employee: Xxxx X. Xxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
(b) If to Bank: Four Oaks Bank & Trust Company
6144 U.S. 000 Xxxxx
Xxxx Xxxx, Xxxxx Xxxxxxxx 00000
or to such other address as shall be furnished by either party.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
FOUR OAKS BANK & TRUST COMPANY
By: /s/ Ayden X. Xxx, President & CEO
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Authorized Officer
ATTEST:
/s/ Xxxxx X. Xxxxx
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Secretary
(SEAL)
/s/ Xxxx X. Xxxx
----------------
XXXX X. XXXX
Employee
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