EXHIBIT 10.1
FORM OF
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into as
of _________________________ by and between _____________________, a resident of
the State of Georgia (the "Executive") and PAB Bankshares, Inc., a bank holding
company organized under the laws of the State of Georgia ("Bankshares").
W I T N E S S E T H:
WHEREAS, the board of directors of Bankshares (the "Board of Directors")
desires Bankshares to employ the Executive, and the Executive desires to be
employed by Bankshares, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
1. Employment. Bankshares hereby employs the Executive, and the Executive
hereby accepts such employment, on the terms and conditions set forth in this
Agreement. The Executive represents and warrants that he is not a signatory to,
or otherwise bound by, any agreement that would prevent or materially impair his
ability to accept and perform the employment duties contemplated by this
Agreement.
2. Term. Subject to the provisions of Sections 10 and 12 of this
Agreement, the period of the Executive's employment under this Agreement (the
"Term") shall commence as of ___________________ (the "Effective Date"), and
shall continue for a period of 36 calendar months thereafter, and any extensions
thereafter, unless the Executive dies before the end of such 36 months, in which
case the period of employment shall continue until the end of the month of such
death. The Term of this Agreement shall automatically be extended for an
additional 12-full-calendar-month period, without further action by the parties,
commencing on the first anniversary of the Effective Date of this Agreement and
on each anniversary thereafter. No such automatic extension shall occur if
either party, at least 90 days prior to any said anniversary, have served
written notice upon the other of its intention that this Agreement shall not be
so extended.
3. Title, Office, Capacity, Duties and Responsibilities. The Executive
hold the tile and office of, and shall serve in the capacity or capacities of,
________________, and shall have the duties and responsibilities set forth in
Section A of Appendix I attached hereto and such other duties and
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responsibilities consistent therewith as may be determined from time to time by
the Board of Directors. During the Term, the Executive shall devote his full
time and best efforts during normal business hours to the business and affairs
of Bankshares except for vacations and illness. Subject to his election or
appointment as such, the Executive agrees to serve during the Term as a director
or a member of any committee of the Board of Directors or the board of directors
of any of Bankshares' affiliates.
4. Place of Performance. The Executive shall be based and shall perform
his duties at the offices of Bankshares set forth in Section B of Appendix I
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attached hereto.
5. Compensation.
(a) Base Salary. Subject to Section 10 of this Agreement, during the Term,
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the Executive shall receive from Bankshares the annual base salary set forth in
Section C of Appendix I attached hereto, as in effect from time to time (the
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"Base Salary"). The Base Salary shall be payable in regular installments in
accordance with the customary executive payroll practices of Bankshares. The
Board of Directors shall review the Executive's Base Salary annually and the
Board of Directors may adjust the Executive's Base Salary from year to year
during the term of this Agreement. The annual compensation adjustment
(regardless of form), will be determined after taking into account, among other
things, changes in the cost of living, the Executive's performance and the
performance of Bankshares. Any action or review by the Board of Directors may
be delegated to an appropriate committee thereof.
(b) Incentive Compensation. In addition to the Base Salary and subject to
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Section 10 of this Agreement, with respect to each fiscal year of Bankshares
during the Term, the Executive shall be eligible to earn incentive or bonus
compensation (the "Bonus") as may be determined by the Board of Directors from
time to time.
6. Expenses. In accordance with the policies and procedures established
by Bankshares from time to time for Bankshares' senior executive officers and
upon presentation of expense statements or vouchers and such other information
as Bankshares may reasonably require, during the Term, the Executive shall be
entitled to receive from Bankshares prompt reimbursement for all reasonable
travel and business expenses incurred by him.
7. Employee Benefits.
(a) General. The Executive shall be entitled to participate in all
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executive benefit plans, programs and arrangements of Bankshares now or
hereafter made available to senior executives of Bankshares, as such plans,
programs and arrangements may be in effect from time to time. Without limiting
the foregoing, during the Term, the Executive shall enjoy the benefits described
in Section D of Appendix I attached hereto. Without limitation of the
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Executive's rights under Sections 5(b) and 8 of this Agreement, the Compensation
Committee of the Board of Directors or the Board of Directors may determine,
from time to time, the extent to which the Executive shall have the right to
participate in other bonus, incentive compensation, stock option or purchase
plans. Bankshares shall indemnify the Executive and hold the Executive harmless
from and against any claim, loss or cause of action arising from or out of the
Executive's performance as an officer, director or executive of Bankshares to
the maximum extent permitted by law and the Articles of Incorporation and Bylaws
of Bankshares, except in cases where such performance constitutes fraud, gross
negligence, criminal conduct or a violation of any law, governmental regulation
or course of dealing generally accepted in the banking industry. Bankshares
shall maintain in full force and effect directors' and officers' liability
insurance unless the Board of Directors determines that the cost of such
insurance is not commercially reasonable when weighed against the nature of the
coverage available.
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(b) Vacations. The Executive shall be entitled to annual vacations in
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accordance with Bankshares' vacation policies in effect from time to time for
senior executives of Bankshares. The Executive shall also be entitled to all
paid holidays and personal days given by Bankshares to its senior executives.
8. Stock Options. The Executive shall be granted an option to purchase
______ shares of common stock, no par value per share, of Bankshares (the
"Option"). The Option shall be exercisable in the manner and at the price
established by Bankshares pursuant to the terms and provisions of a stock option
agreement which shall set forth the terms particular to the Option. The terms
and conditions of such stock option agreement shall be substantially similar to
those provided to similarly situated officers of Bankshares' subsidiaries.
9. Restrictive Covenants and Confidentiality.
(a) Non-Competition and Non-Solicitation.
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(1) For a period commencing with the Effective Date and ending two
years after the Executive is no longer employed for any reason by Bankshares or
any affiliate of Bankshares (the "Restricted Period"), the Executive shall not,
and shall not permit any person subject to his direction or control to, directly
or indirectly, anywhere in the State of Georgia within 100 miles of the offices
of Bankshares (the "Territory"), engage in the business of banking or the
origination of commercial, real estate or consumer loans or, whether alone or in
association with others, as principal, officer, agent, executive, director or
stockholder of any corporation, partnership, association or other entity, or
through the investment of capital, lending of money or property, rendering of
services or otherwise, engage, influence, control, have an interest in or
otherwise become actively involved with any business competitive with the
business of Bankshares (collectively, the "Business of Bankshares"); provided,
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however, that the ownership or control of capital stock or other securities of a
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bank or bank holding company, solely as a passive or minority investor, shall
not be deemed to be a violation of this Section 9(a)(1).
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(2) During the Restricted Period, the Executive shall not, and shall
not permit any of his respective affiliates, employees, agents or others under
his control to, directly or indirectly, on their own behalf or on behalf of any
other person, (i) call upon, accept business from, or solicit the business of
(or attempt to do any of the foregoing) any customer of Bankshares or any other
person who is, or who had been at any time during the preceding 12 months, a
customer of Bankshares or any of its affiliates in the Territory, (ii) otherwise
divert or attempt to divert any business from Bankshares or any of its
affiliates operating in the Territory, (iii) interfere with the business
relationships between Bankshares and any of its affiliates operating in the
Territory, on the one hand, and any of its respective customers or others with
whom they have business relationships, on the other hand, or (iv) recruit or
otherwise solicit or induce, or enter into or participate in any plan or
arrangement to cause, any person who is an employee of, or otherwise performing
services for, Bankshares or any of its affiliates to terminate his or her
employment or other relationship with Bankshares or such affiliate, hire any
person who has left the employ of Bankshares or any of its affiliates during the
preceding two years, or hire any person who is or has been an executive officer
of Bankshares or any of its affiliates at any time.
(3) The Executive shall not at any time, directly or indirectly, use
or purport to authorize any person to use any name, xxxx, logo, trade dress or
other identifying words or images which are the same as or similar to those used
currently or in the past by Bankshares in connection with any product or
service, whether or not such use would be in an enterprise competitive with that
of Bankshares or any affiliate of Bankshares.
(b) Confidential Information.
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(1) The Executive acknowledges that in the course of his employment
pursuant to this Agreement, he has had and is expected to continue to have
extensive contact with customers of Bankshares and its affiliates, and to have
knowledge of and access to trade secrets and other proprietary and confidential
information of Bankshares and its affiliates, including, without limitation, the
identity of customers, customers' addresses, suppliers and other persons with
whom Bankshares and its affiliates have business relationships, technical
information, knowhow, plans, specifications, and information relating to the
financial condition, results of operations, employees, products, products under
development, inventions, sources, leads or methods of obtaining new products or
business, pricing formulae, methods or procedures, cost of services and
marketing strategies of Bankshares or its affiliates or any other information
relating to Bankshares or its affiliates that could reasonably be regarded as
confidential or proprietary or which is not available to the public
(collectively, the "Confidential Information"), and that such information, even
to the extent it may be or have been developed or acquired by or through the
efforts of the Executive, constitutes valuable, special and unique assets of
Bankshares and its affiliates developed or acquired at great expense which are
the exclusive property of Bankshares and its affiliates.
(2) During the Restricted Period, the Executive agrees not to use,
disclose or exploit, the Confidential Information for any reason other than to
further the Business of Bankshares.
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(3) Upon the termination of the Executive's employment with
Bankshares, the Executive shall promptly deliver to Bankshares all customer
files, correspondence, manuals, notes, notebooks, reports and copies thereof,
and all other materials relating to the Business of Bankshares, including
without limitation any materials incorporating Confidential Information, which
are in the possession or control of the Executive.
(c) Continuing Obligations. The Executive acknowledges that Bankshares
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would be irreparably harmed and that monetary damages would not provide an
adequate remedy to it in the event the covenants contained in subsections (a)
and (b) of this Section 9 were not complied with in accordance with their terms.
Accordingly, the Executive agrees that any breach or threatened breach by him of
any provision of subsections (a) and (b) of this Section 9 shall entitle
Bankshares to injunctive and other equitable relief to secure the enforcement of
these provisions, in addition to any other remedies which may be available to it
and it shall be entitled to receive from the Executive reimbursement for all
attorneys' fees and expenses incurred by it in enforcing these provisions
whether or not legal action is instituted by Bankshares. In addition to its
other rights and remedies, Bankshares shall have the right to require the
Executive to account for and pay over to it all compensation, profits, money,
accruals and other benefits derived or received, directly or indirectly, by the
Executive from any action constituting a breach of subsection (a) or subsection
(b) of this Section 9. It is the desire and intent of the parties that the
provisions of this Section 9 be enforced in full; provided, however, if any
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provisions of this Section 9 relating to the time period, scope of activities or
geographic area of restrictions is declared by a court of competent jurisdiction
to exceed the maximum permissible time period, scope of activities or geographic
area, the maximum time period, scope of activities or geographic area, as the
case may be, shall be reduced to the maximum which such court deems enforceable.
If any provisions of this Section 9 other than those described in the preceding
sentence are adjudicated to be invalid or unenforceable, the invalid or
unenforceable provisions shall be deemed amended (with respect only to the
jurisdiction in which such adjudication is made) in such manner as to render
them enforceable and to effectuate as nearly as possible the original intentions
and agreement of the parties.
(d) Modification of Restrictive Period. In the event this Agreement is
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terminated either (i) by Bankshares at any time for any reason other than for
Cause, as defined in Section 10 of this Agreement, or (ii) by the Executive for
Good Reason, as defined in Section 10 of this Agreement, the term "Restrictive
Period" as described in Section 9(a) of this Agreement shall terminate on the
date all amounts otherwise payable to the Executive either have been paid to him
or should have been paid to him pursuant to the terms of this Agreement.
10. Termination. During the Term, employment, including without
limitation, except as otherwise provided in this Section 10 and Section 12 of
this Agreement, all compensation, salary, expense reimbursement, and the
Executive's benefits may be terminated as follows:
(a) At the election of Bankshares for Cause, or at the election of
Bankshares, without Cause, for any reason, other than a breach by Bankshares as
set forth in Section 10(b) below, by delivery of 30 days' written notice;
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(b) At the Executive's election for Good Reason or upon Bankshares' breach
of any material provision of this Agreement.
(c) As used herein, the term "Cause" shall mean the occurrence of one or
more of the following: (i) a material breach by the Executive of any provision
of this Agreement which breach is not cured to Bankshares' reasonable
satisfaction within 10 days after written notice thereof, (ii) the Executive's
gross negligence, willful misconduct or willful refusal or failure to perform in
any material respect any of his duties or responsibilities under this Agreement
or the Executive's willful failure to follow any lawful directive of the Board
of Directors or the Executive's willful refusal or failure to furnish
information concerning Bankshares' affairs which is reasonably requested by the
Board of Directors, which does not cease to Bankshares' reasonable satisfaction
within 10 days after written notice thereof, (iii) the Executive's conviction in
any criminal proceeding; (iv) the Executive's misappropriation of assets or
business opportunities of Bankshares; (v) the Executive's engaging in conduct
that is materially injurious to Bankshares, including but not limited to such
conduct which is in contravention of any federal or state employment law or
regulation, (vi) a petition under Bankruptcy Code (Title 11 of the United
States Code) or any state insolvency law has been filed by or against the
Executive, or any receiver or similar officer has been appointed by a court for
the Executive's property; or (vii) any event, condition or circumstance which,
pursuant to the provisions of federal law, renders the Executive unemployable by
Bankshares in the position and with the duties described in Section 3 of this
Agreement.
(d) Upon the Executive's death, or, at the election of either party, upon
the Executive's disability as determined in accordance with the standards and
procedures under the Executive's then-current long-term disability insurance
coverage provided by Bankshares, or, if such disability insurance coverage
provided by Bankshares is not then in place, upon the Executive's disability
resulting in an inability to perform the duties described in Section 3 of this
Agreement for a period of 180 consecutive days.
(e) At the Executive's election by delivery of 30 days written notice
thereof for any reason other than as set forth in Section 10(b) of this
Agreement.
(f) The term "Good Reason" shall mean action taken by Bankshares which
results in:
(1) a material and adverse change in the Executive's status, offices
or titles; or
(2) a material reduction in the Base Salary and the Executive's
benefits.
(g) Provided there has not occurred a Change in Control as set forth in
Section 12 of this Agreement, if this Agreement is terminated either (i) by
Bankshares at any time for any reason other than for Cause, (ii) by the
Executive for Good Reason or (iii) upon Bankshares' breach of this Agreement,
then Bankshares shall pay to the Executive, as the Executive's sole remedy
hereunder, the compensation and benefits remaining under this Agreement, at a
rate of no less than the Base Salary for the previous 12 months for a term equal
to the greater of either (y) the remaining months of this Agreement or (z) 12
months, as if no termination occurred.
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(h) If the Agreement is terminated either for Cause or by the Executive
pursuant to Section 10(e) of this Agreement, the Executive shall receive no
further compensation or benefits, other than the Base Salary accrued through the
date of such termination.
11. Notices.
All notices provided for herein shall be in writing and shall be deemed to
be given when delivered in person, by facsimile transmission, or mailed by
registered or certified mail with proper postage prepaid and addressed as
follows:
Bankshares: PAB Bankshares, Inc.
0000 Xxxxx Xxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxx 00000
Attn: Chairman
912/000-0000 - FAX
with a copy to: Xxxxxxxx Xxxxxx, Jr., Esquire
Coleman, Talley, Newbern, Kurrie, Preston & Holland
X. X Xxx 0000
Xxxxxxxx, Xxxxxxx 00000
912/000-0000 - FAX
Executive:
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12. Change in Control. None of the benefits provided in this Section 12
of this Agreement shall be payable to the Executive unless (i) there shall have
been a Change in Control, as set forth in this Section 12 and (ii) the Executive
is employed by Bankshares at such time.
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(a) A "Change in Control" shall be deemed to have occurred if (i) during
the Term of this Agreement, individuals who at the beginning of such period
constitute the board of directors of Bankshares (the "Beginning PAB Board")
cease for any reason to constitute at least a majority thereof; provided that in
making such determination, a director elected by, or on the recommendation of,
the Beginning PAB Board shall be deemed to be a member of such Beginning PAB
Board, excluding, for this purpose, any director whose assumption of office
occurs as a result of an actual or threatened election contest, or proxy
contest, with respect to the election or removal of directors; or, (ii) more
than 50% of Bankshares' outstanding common stock, or the equivalent in voting
power of any other class or classes of outstanding securities of Bankshares
entitled vote in elections of directors, shall be acquired by any corporation,
other person or group (the term "group" shall mean persons who act in concert as
described in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
as amended); or, (iii) Bankshares shall become a subsidiary of another
corporation or shall be merged or consolidated into another corporation and (x)
less than a majority of the outstanding voting shares of the parent or surviving
corporation after such acquisition, merger or consolidation are owned
immediately after such acquisition, merger or consolidation by the owners of
voting shares of Bankshares immediately before such acquisition, merger or
consolidation, or (y) a person or entity (excluding any corporation resulting
from such business combination or any employee benefit plan or related trust of
Bankshares or such resulting corporation) beneficially owns 25% or more of the
combined voting power of the then-outstanding securities of such corporation,
except to the extent that such ownership existed prior to the business
combination, or (z) less than a majority of the members of the board of
directors of the corporation resulting from such business combination were
members of the Bankshares Board of Directors at the time of the execution of the
definitive agreement for such merger or consolidation; or, (iv) substantially
all of the assets of Bankshares shall be sold to another entity, person or
group, other than a sale to a wholly-owned subsidiary of Bankshares, regardless
of the form of transaction.
(b) In the event of a Change in Control and the Executive is employed by
Bankshares at such time, the Executive shall be entitled for a period of 90 days
after the date of the closing of the transaction effecting the Change in Control
and at his election, to either (i) deliver written notice to Bankshares of the
termination of this Agreement whereupon Bankshares shall continue to pay to the
Executive his normal salary for six months after termination (with all other
benefits or compensation, including incentive compensation, being terminated as
of the date of the Executive's termination of this Agreement); or (ii) deliver
written notice to Bankshares that he intends to remain in the employ of
Bankshares and Bankshares shall, subject to the provisions of Section 12(c) of
this Agreement, employ the Executive for the remainder of the Term, or 12
months, whichever is greater, performing the same duties that he was performing
at the time of the effective date of the Change in Control and with the same
title, compensation, benefits, and location. Any extension of employment under
Section 12(b)(ii) of this Agreement shall be deemed to be an extension of the
Term of this Agreement, during which all of the provisions of this Agreement
shall remain in effect.
(c) Subject to the terms and conditions of this Agreement, the Executive
shall receive the compensation set forth in Section 12(c)(1) of this Agreement
in consideration for the services previously provided, or to be provided, on
behalf of Bankshares as set forth herein.
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(1) If Bankshares terminates the Executive without Cause, or if
Bankshares takes any action specified in Section 12(c)(2) of this Agreement
during the Term of this Agreement, at any time following the execution of the
definitive agreement relating to (but before the occurrence of) a Change of
Control, or at any time following the occurence of a Change of Control, (the
"Termination of Employment"), Bankshares shall pay to the Executive a lump sum
cash payment in an amount equal to the product of 2 and 11/12 multiplied by the
Executive's annual compensation from Bankshares, including salary, bonuses, all
perquisites, and all other forms of compensation paid to the Executive for his
benefit or the benefit of his family, however characterized, for the fiscal year
during the term of this Agreement for which such compensation was highest (the
"Executive's Annual Salary"). The payment provided for in this Section 12(c)(1)
shall be due and payable to the Executive within 30 days after the date the
Termination of Employment.
(2) If Bankshares takes any of the following actions during the
following 12 months (such action being deemed to be a termination without
Cause): (i) a reduction in the Executive's salary, bonus provisions or other
perquisites as were in effect immediately prior to the time period contemplated
in Section 12(c)(1) regarding a Change in Control; (ii) a material change in the
Executive's status, offices, or titles with Bankshares as were in effect on the
effective date of this Agreement, (iii) the failure by Bankshares to increase
the Executive's salary annually in accordance with an established procedure,
(iv) Bankshares' requirement that the Executive relocate more than 50 miles from
the offices of Bankshares at the location set forth in Section B of Appendix I
attached hereto, or (v) the termination of this Agreement by the Executive
pursuant to Section 10(b) hereof. In any such event, the Executive shall be
entitled to receive all payments provided for in Section 12(c)(1) of this
Agreement.
(d) Notwithstanding any other provision of this Section 12 of this
Agreement, in no event shall Bankshares pay or be obligated to pay the Executive
an amount which would be an Excess Parachute Payment. The term "Excess Parachute
Payment" shall mean any payment or any portion thereof which would be an "excess
parachute payment" within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"), and would result in the imposition of an
excise tax under Section 4999 of the Code, in the opinion of tax counsel
selected by Bankshares' independent accountants and acceptable to the Executive.
If it is established pursuant to a final determination of a court or an Internal
Revenue Service administrative appeals proceeding that, notwithstanding the good
faith of Executive and Bankshares in applying the terms of this Section 12 of
this Agreement, a payment (or portion thereof is made is an Excess Parachute
Payment, then, except as hereafter provided, the Executive shall have the
obligation to repay Bankshares upon demand an amount equal to the minimum amount
(but without interest) necessary to insure that no payments made or to be made
by Bankshares pursuant to this Section 12 of this Agreement is an Excess
Parachute Payment; provided, however, that if, in the opinion of tax counsel
selected by Bankshares' independent accountants and acceptable to the Executive,
such payment will not ensure than no Excess Parachute Payment would be made
hereunder, then (i) no such repayment obligation will exist and (2) Bankshares
shall pay to the Executive an additional amount in cash equal to the amount
necessary to cause the amount of the aggregate after tax cash compensation and
benefits otherwise receivable by the Executive to be equal to the aggregate
after tax compensation and benefits he would have received, as if Sections 280G
and 4999 of the Code had not been enacted.
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13. Resolution of Disputes; Arbitration.
(a) Except as contemplated in Section 9 of this Agreement, Bankshares and
the Executive shall use their best efforts to resolve any dispute, controversy
or claim between them with respect to any matter related to or arising out of
this Agreement (each, a "Dispute") through negotiation. Such negotiation shall
begin immediately after a party has delivered to the other party a written
request for such negotiation. If within 60 days following the date on which
such notice is given, the parties fail to resolve the dispute through such
negotiations, then either party may initiate an arbitration proceeding in
accordance with this Section 13.
(b) Subject to Section 13(a), any Dispute shall be referred to and finally
resolved by arbitration administered by the American Arbitration Association
(the "AAA") in accordance with the Commercial Arbitration Rules of the AAA and
the provisions of this Section 13, before a single arbitrator to be appointed by
the mutual consent of Bankshares and the Executive. In the event that the
parties cannot agree on an arbitrator, the parties agree that the AAA shall
designate an arbitrator. The arbitration proceedings shall be held in Valdosta,
Georgia.
(c) The arbitrator shall decide the Dispute in accordance with this
Agreement and, except to the extent preempted by federal law, the laws of the
State of Georgia applicable to agreements made and to be performed entirely in
such State. The decision of the arbitrator shall be in writing and presented in
separate findings of fact and law. The award of the arbitrator shall be final
and binding on the parties from which no appeal may be taken, and an order
confirming the award or judgment upon the award may be entered into in any court
having jurisdiction there over.
(d) Prior to the appointment of the arbitrator, Bankshares or the Executive
may take provisional remedies, including, without limitation, temporary
restraining orders and preliminary injunctions. After the appointment of the
arbitrator, the arbitrator shall have sole authority to grant such provisional
remedies as the arbitrator, in its sole discretion, deems necessary and
appropriate.
(e) The arbitrator, in the award, may assess the fees and expenses of the
arbitrator and of the arbitration proceeding, and the witness and attorneys'
fees of the parties, or any part thereof, against either Bankshares or the
Executive or both of them, taking into account the circumstances of the case.
Except as assessed by the arbitrator in the award and as provided in the next
succeeding sentence, Bankshares and the Executive shall each bear their own
costs in connection with the arbitration proceeding, and shall each bear 50% of
the fees and expenses of the arbitrator.
14. Miscellaneous.
(a) Modification, Waiver, etc. No provision of this Agreement may be
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modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Executive and a duly authorized officer of
Bankshares or PAB. No waiver by any party hereto at any time of any breach of
another party hereto of, or compliance with, any condition or
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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.
(b) Withholding Taxes. Bankshares may withhold from amounts payable under
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this Agreement such federal, state and local taxes as are required to be
withheld pursuant to any applicable law or regulation and Bankshares shall be
authorized to take such action as may be necessary in the opinion of Bankshares'
counsel (including, without limitation, withholding from amounts from any
compensation or other amount owing from Bankshares to the Executive) to satisfy
all obligations for the payment of such taxes.
(c) Continuation of Employment. Unless the parties otherwise agree in
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writing, continuation of Executive's employment with Bankshares beyond the
expiration of the Term shall be deemed an employment at will and shall not be
deemed to extend any of the provisions of this Agreement, and Executive's
employment may thereafter be terminated at will be Executive or Bankshares
without further obligation of either party hereunder.
(d) Governing Law. Except to the extent preempted by federal law, the
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validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Georgia applicable to agreements made
and to be performed entirely in such State.
(e) Assignment. This Agreement is a personal contract, and the rights and
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interests of the Executive hereunder may not be sold, transferred, assigned,
pledged, hypothecated or delegated. This Agreement shall be binding upon and
inure to the benefit of any successors or assigns of Bankshares.
(f) Severability of Invalid or Unenforceable Provisions. The invalidity or
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unenforceability of any provision or provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.
(g) Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.
(h) Entire Agreement. This Agreement, together with Appendix I, sets forth
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the entire agreement of the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements, understandings, promises,
covenants, arrangements and communications, both oral or written, among the
parties hereto in respect of the subject matter contained herein.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
"Executive"
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"Bankshares"
PAB Bankshares, Inc.
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R. Xxxxxxxx Xxxxxxxx
Chairman
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Appendix I to Employment Agreement
by and between _______________________ and
PAB Bankshares, Inc. (the "Employment Agreement")
Capitalized terms used herein and not defined shall have the meanings set
forth in the Employment Agreement.
A. Capacity, Duties and Responsibilities.
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B. Place of Performance.
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C. Compensation.
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Annual Base Salary: $________________
Bonus: As may be determined by the Board of Directors.
D. Benefits.
--------
SCHEDULE
--------
Pursuant to Rule 12b-31 of the Securities Exchange Act of 1934, as amended,
this Schedule sets forth a summary of the material terms of employment
agreements in which (i) PAB Bankshares, Inc. (the "Company") and any director or
named executive officer of the Company participate and (ii) the Company and any
other executive officer of the Company participate unless immaterial in amount
and significance.
CHANGE IN CONTROL
NAME EMPLOYER TITLE SALARY SEVERANCE SEVERANCE AMOUNT
-------------------------------------------------------------------------------------------------------------------------
R. Xxxxxxxx Xxxxxxxx PAB Bankshares, Inc. President and $201,300 12 months 2 11/12
Chief
Executive
Officer
-------------------------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxxxx PAB Bankshares, Inc. Chief $140,000 12 months 2 11/12
Financial
Officer
-------------------------------------------------------------------------------------------------------------------------
C. Xxxxx Xxxxxxxxx PAB Bankshares, Inc. Executive $131,758 12 months 2 11/12
Vice President
-------------------------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxx The Park Avenue Bank President and $125,814 12 months 2 11/12
Chief
Executive
Officer
-------------------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxx First Community Bank of Chief $110,000 12 months 2 11/12
Southwest Georgia Executive
Officer
-------------------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxx, Xx. Xxxxxx Federal Savings President and $ 90,520 12 months 2 11/12
Bank Chief
Executive
Officer
-------------------------------------------------------------------------------------------------------------------------
2
