Contract
Exhibit 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of the 19th day of January, 2005 by and between XXXXX X. XXXXXX, an individual resident of the State of Georgia (“Xxxxxx”), and SYNOVUS FINANCIAL CORP., a business corporation organized and existing under the laws of the State of Georgia (“Synovus”).
W I T N E S S E T H :
WHEREAS, Xxxxxx has decided to retire from his position as an executive employee of Synovus as of December 31, 2004;
WHEREAS, Synovus desires to provide for the retention by Synovus of Xxxxxx’x services as a consultant after such retirement; and
WHEREAS, Xxxxxx desires to serve Synovus as a consultant under the terms and conditions of this agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, Xxxxxx and Synovus, intending to be legally bound, do hereby agree as follows:
Section I.
CONSULTING RELATIONSHIP
Synovus hereby engages Xxxxxx, and Xxxxxx hereby accepts such engagement, to perform such consulting and advisory services as may be requested from time to time by the Chief Executive Officer of Synovus. In providing such services, Xxxxxx shall not be required to adhere to a fixed schedule or to work for a certain number of hours. Xxxxxx shall not be required to devote a major or substantial part of his time to such services. The Chief Executive Officer of Synovus may establish the results to be accomplished in connection with consulting and advisory services requested from Xxxxxx, but Xxxxxx shall control the means and methods of accomplishing the results, Xxxxxx may establish his own work schedule and shall be free at all times to arrange the time and manner of performance of consulting and advisory services requested from him.
Section II.
TERM OF ENGAGEMENT
Xxxxxx’x engagement under this Consulting Agreement shall commence as of January 19, 2005, and end on December 31, 2005.
Section III.
COMPENSATION
3.1 In consideration of the consulting services to be rendered by Xxxxxx hereunder, and in consideration of the covenants and agreements of Xxxxxx herein contained, Synovus hereby agrees to pay to Xxxxxx, for each month (or partial month) during the term of this Consulting Agreement, a consulting fee of $27,487.33. Payments made hereunder shall be paid to Xxxxxx on the last day of each month during the term hereof.
3.2 During the term of this Agreement, Xxxxxx shall be entitled to the personal use of Synovus aircraft in accordance with the Synovus Personal Use of Company Aircraft policy (“Policy”), as such Policy may be amended from time to time. A copy of the current version of the Policy, as it exists on the date of this Agreement, is attached as Exhibit “A” and made a part hereof by this reference.
3.3 Xxxxxx acknowledges that he is an independent contractor for all purposes. Xxxxxx agrees to treat all payments made to him hereunder as payments received by an independent contractor for all tax purposes and to pay any and all taxes payable in connection with his engagement hereunder, including, without limitation, all applicable income and self employment taxes.
3.4 The obligations of Synovus under Sections 3.1 and 3.2 hereof shall terminate if, during Xxxxxx’x engagement hereunder, Xxxxxx, unless acting with the prior written consent of the Board of Directors of Synovus, provides services of any sort to, or assists in any way, with or without compensation, any entity engaged in activities permissible for a financial holding company (including, but not limited to, a bank or bank holding company, a savings and loan association or a brokerage concern) or any enterprise engaged in the business of electronic payment processing, other than Synovus and its affiliates.
Section IV.
BOARD POSITIONS
4.1 Xxxxxx agrees to continue to serve as Chairman of the Board of Directors of Synovus and as Chairman of the Board of Directors of Columbus Bank and Trust Company (“CB&T”). Synovus and Xxxxxx agree to review Xxxxxx’x Board of Director positions and memberships on a periodic basis during the term of this Agreement.
Section V.
DEATH OR DISABILITY
Xxxxxx’x engagement under this Consulting Agreement shall terminate upon Xxxxxx’x death or total and permanent disability. For purposes of this Consulting Agreement, the term “total and permanent disability” shall mean the substantial physical or mental inability of Xxxxxx to fulfill his duties under this Consulting Agreement as certified to in writing by two (2) competent physicians practicing in Columbus, Georgia, one of whom shall be selected by Synovus’ Board of Directors and the other of whom shall be selected by Xxxxxx or his duly appointed guardian or legal representative.
Section VI.
NONDISCLOSURE
6.1 Xxxxxx shall hold in confidence at all times after the date hereof all Trade Secrets, and shall not disclose, publish or make use at any time after the date hereof the Trade Secrets without the prior written consent of Synovus. Xxxxxx also agrees that during the term of his engagement under this Consulting Agreement and for a period of two (2) years following the termination thereof, Xxxxxx will hold in confidence all Confidential Information and will not disclose, publish or make use of Confidential Information without the prior written consent of Synovus.
6.2 For the purposes of this Consulting Agreement, “Confidential Information” shall mean any data or information, other than Trade Secrets, which is valuable to any of Synovus or any of its affiliates (hereinafter the “Synovus Companies”) and not generally known to competitors of the Synovus Companies. “Trade Secrets” shall mean information belonging to or hereafter acquired by any of the Synovus Companies, including, but not limited to, technical or nontechnical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers, or other information similar to any of the foregoing, which 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 derive economic value from its disclosure or use. For purposes of this Consulting Agreement, the term Trade Secrets shall not include information that Xxxxxx can show by competent proof (i) was known to Xxxxxx and reduced to writing prior to disclosure by any of the Synovus Companies (but only if Xxxxxx promptly notifies Synovus of his prior knowledge); (ii) was generally known to the public at the time any of the Synovus Companies disclosed the information to Xxxxxx, (iii) became generally known to the public after disclosure by any of the Synovus Companies through no act or omission of Xxxxxx; or (iv) was disclosed to Xxxxxx by a third party having a bona fide right both to possess the information and to disclose the information to Xxxxxx.
Section VII.
MISCELLANEOUS
7.1 Governing Law. This Consulting Agreement shall be governed by and interpreted under the laws of the State of Georgia without regard to its conflict or choice of law provisions.
7.2 Notices. All notices or other communications required or permitted hereunder or necessary and convenient in connection herewith shall be in writing and delivered in person or by express delivery service or postage prepaid first class mail, return receipt requested, to the following addresses:
If to Xxxxxx:
Xxxxx X. Xxxxxx
0000 Xxxxx Xxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
If to Synovus:
Synovus Financial Corp.
X.X. Xxx 000
Xxxxxxxx, Xxxxxxx 00000
or to such other addresses as Xxxxxx or Synovus may designate by notice to the other parties hereto in the manner set forth in this Section VII.
7.3 Entire Agreement. This Consulting Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and may not be changed or amended except upon written amendment executed by the parties hereto.
7.4 Assignment. All of the terms and provisions of this Consulting Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Xxxxxx hereunder shall not be assignable in whole or in part by Xxxxxx.
7.5 Counterparts. This Consulting Agreement may be executed in two or more counterparts, each of which, when executed, shall be deemed an original instrument.
IN WITNESS WHEREOF, Synovus has caused this Consulting Agreement to be executed on it behalf and Xxxxxx has hereunto set his hand and seal, as of the day and year first above written.
| By: | /s/ X. Xxxxxxx Xxxxxxxx, III ___________________________ |
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Name: |
X. Xxxxxxx Xxxxxxxx, III ___________________________ |
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| Title: | Senior Executive Vice President |
/s/Xxxxx X. Xxxxxx (L.S.)
____________________________
Xxxxx X. Xxxxxx
Exhibit A
SYNOVUS FINANCIAL CORP.
Personal Use of Company Aircraft
Key Executives are each allowed a maximum number of hours of personal use of company aircraft each calendar year (Attachment 1).
Personal use of company aircraft by Key Executives includes non-business flights upon which the Key Executive and his or her non-business guests are the only passengers aboard the aircraft and also includes non-business flights upon which the Key Executive is not aboard the aircraft but his or her non-business guests are the only passengers aboard the aircraft.
Personal use of company aircraft is calculated using “block hours,” as opposed to “flight hours,” and includes “deadhead legs.”
For purposes of calculating the number of hours of personal use of company aircraft, each block hour of turbo-prop usage shall equal “one hour of personal usage” and each block hour of jet usage shall equal “two hours of personal usage.” Usage of less than whole hours shall be recorded proportionately.
Personal use of company aircraft by Key Executives and their non-business guests is tracked and the value reported for tax purposes for the Key Executive using the Standard Industry Fare Level (SIFL) guidelines.
Bereavement and Medical Emergency Use of Company Aircraft
Other company team members may utilize a company aircraft for bereavement or medical emergency purposes. All trips for this purpose shall be authorized by Xxxxxxx Xxxxxxxx.
Use of Company Aircraft by Key Executives and Other Company
Executives on Previously Scheduled Business Flights
Key Executives and other company executives, and their respective non-business guests, may occupy otherwise unoccupied seats on previously scheduled business flights of company aircraft, and, in the case of Key Executives, such occupancy shall not be counted against the number of hours of personal use of company aircraft available to them. All trips for this purpose shall be authorized by Xxxxxxx Xxxxxxxx. The travel of such executive and his or her non-business guests will be tracked and the value reported for tax purposes to the executive using the SIFL guidelines.
Attachment 1
The following Executives are designated as eligible for the indicated number of hours of personal use of company aircraft:
Synovus
Xxx Xxxxxxxxx—Synovus CEO—50 hours
Xxxxx Xxxxxx—Synovus COB—20 hours
Xxxxxxx Xxxxxxx—Synovus President and COO-20 hours
Xxxxx Xxxxxx—Synovus Vice Chairman—20 hours
Xxx Xxx Xxxxx—Synovus Vice Chairman—20 hours
Xxxx Xxxxx—Synovus Vice Chairman—20 hours
Xxxxxxx Xxxxxxxx—Synovus General Counsel—20 hours
TSYS
Xxxx Xxxxxxxxx—TSYS CEO—20 hours
Xxxx Xxxxxx—TSYS COB—20 hours
Xxxx Xxxxx—TSYS President and COO—20 hours
