EXHIBIT 10.14
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 1st day of March, 2000, by and among
PINNACLE NATIONAL BANK (Proposed) (the "Bank"), a proposed national bank;
PINNACLE FINANCIAL PARTNERS, INC. (formerly known as TMP, Inc.), a proposed bank
holding company incorporated under the laws of the State of Tennessee (the
"Company") (collectively, the Bank and the Company are referred to hereinafter
as the "Employer"), and XXXXXXX XXXXX XXXXXX, a resident of the State of
Tennessee (the "Executive").
RECITALS:
The Employer desires to employ the Executive as President and Chief
Executive Officer of the Bank and the Company and the Executive desires to
accept such employment.
The parties previously entered into an employment agreement, also dated
as of March 1, 2000, that they wish to restate primarily for the purpose of
revising certain change-in-control provisions.
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 "AFFILIATE" shall mean any business entity which controls the
Company, is controlled by or is under common control with the Company.
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 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
Employer. Such notice shall (i) specifically identify the duties
that the Board of Directors of either the Company or the Bank
believes the Executive has failed to perform, (ii) state the facts
upon which such Board of Directors made such determination, and
(iii) be approved by a resolution passed by two-thirds (2/3) of the
directors then in office;
(b) conduct by the Executive that amounts to fraud,
dishonesty or willful misconduct in the performance of his duties
and responsibilities hereunder;
(c) arrest for, charged in relation to (by criminal
information, indictment or otherwise), or conviction of the
Executive during the Term of this Agreement of a crime involving
breach of trust or moral turpitude;
(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 Employer pursuant
to a written order by any regulatory agency with authority or
jurisdiction over Employer.
1.4.2 With respect to termination by the Executive:
(a) a material modification to the Executive's job
title(s) or position(s) of responsibility or the scope of his
authority or responsibilities under this Agreement without the
Executive's written consent, which modification is not cured to
the reasonable satisfaction of the Executive within thirty (30)
days after written notice thereof from the Executive to the Board
of Directors of either the Bank or the Company;
(b) a change in supervision so that the Executive no
longer reports to the person(s) or entity to whom he reported
immediately after the Effective Date, which change in supervision
is effected without the Executive's written consent;
(c) a change in supervisory authority so that the
holder of any position who normally reported to the Executive
immediately after the Effective Date no longer reports to the
Executive on a regular basis, which change in supervisory
authority is effected without the Executive's written consent;
(d) any change in the Executive's office location
such that the Executive is required to report regularly to a
location that is beyond a 25-mile radius from the Executive's
office location determined immediately after the Effective Date,
which change in office location is effected without the
Executive's written consent; and
(e) any material reduction in salary, bonus
opportunity or other benefits provided for in Section 4 below from
the level in effect immediately prior to the Change of Control.
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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
Bank or the Company, if, after the transaction, the acquiring
person (or persons) owns, controls or holds with power to vote
forty percent (40%) or more of any class of voting securities of
either the Bank or the Company, as the case may be;
(b) within any twelve-month period (beginning on or
after the Effective Date) the persons who were directors of either
the Bank or the Company immediately before the 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 Effective Date
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 (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Securities
Exchange Act of 1934) relating to the election of directors shall
be deemed to be an Incumbent Director;
(c) a reorganization, merger or consolidation, with
respect to which persons who were the stockholders of the Bank or
the Company, as the case may be, immediately prior to such
reorganization, merger 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 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 and its subsidiaries
to any third party.
1.6 "COMPANY INFORMATION" means Confidential Information and Trade
Secrets.
1.7 "CONFIDENTIAL INFORMATION" means data and information relating
to the business of the Bank or the Company (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.
1.8 "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
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Employer's policy then in effect as certified by a physician chosen by the
Employer and reasonably acceptable to the Executive.
1.9 "EFFECTIVE DATE" shall mean the date March 1, 2000.
1.10 "INITIAL TERM" shall mean that period of time commencing on
March 1, 2000 (the "Beginning Date") and running until the close of business on
the last business day immediately preceding the third anniversary of the
Beginning Date.
1.11 "TERM" shall mean the last day of the Initial Term or most
recent subsequent renewal period.
1.12 "TRADE SECRETS" means Employer information including, but not
limited to, technical or nontechnical data, formulas, patterns, compilations,
programs, devices, methods, 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. The Executive is employed initially as President and
Chief Executive Officer of the Bank and the Company and, subject to the
direction of the Board of Directors of the Bank or the Company or its
designee(s), shall perform and discharge well and faithfully the duties which
may be assigned to him from time to time by the Bank or the Company in
connection with the conduct of its business. The duties and responsibilities of
the Executive are set forth on EXHIBIT A attached hereto.
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 either the Bank or the Company; and
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(c) timely prepare and forward to the Board of
Directors of either the Bank or the Company 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:
(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 or otherwise acquiring an ownership
interest in any entity provided that such interest shall not result
in him collectively owning beneficially at any five percent (5%) or
more of any entity, or to the extent applicable, five percent (5%)
or more of the stock, capital or profits of any entity 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 either
the Bank or the Company approves of such activities prior to the
Executive's engaging in them.
Notwithstanding the foregoing provisions of this Section 2.3, the Executive may
provide services to any entity and may engage in such additional investment
activities to the extent such services and such additional investment activities
have been expressly approved in writing by the Board of Directors of either the
Bank or the Company.
3. TERM AND TERMINATION.
3.1 TERM. This Agreement shall remain in effect for the Term.
While this Agreement remains in effect it shall automatically renew each day
after the Effective Date so that the Term remains a three-year term from
day-to-day hereafter unless the Employer or the Executive gives written notice
to the other of its 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 (30th) 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) In the event that the Bank fails to receive its
regulatory charter, or the Company fails to raise the
necessary capital required to open the Bank, and
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should the Company's Founders decide to forgo future efforts
to open the Bank, in which event the Employer shall be
required to continue to meet its obligation to the Executive
under Section 4.1 until December 31, 2000;
(b) For Cause, upon written notice to the Executive
pursuant to Section 1.4.1 hereof, where the notice has been
approved by a resolution passed by two-thirds of the directors
of either the Bank or the Company then in office;
(c) Without Cause at any time, provided that the Bank
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 a period equal to the
remaining Term of the Agreement; or
(d) Upon the Disability of 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, the Employer shall be required
to continue to meet its obligations under Section 4.1 for a
period of six (6) months or until the Executive begins
receiving payments under the Company's long-term disability
policy, whichever occurs first.
3.2.2 By the Executive:
(a) For Cause, in which event the Employer shall be
required to continue to meet its obligations under Section 4.1
for a period equal to the lesser of (i) twelve (12) months
following the termination or (ii) the remaining Term of the
Agreement; or
(b) Without Cause or upon the Disability of the
Executive, provided that the Executive shall give the Employer
sixty (60) days' prior written notice of his intent to
terminate.
3.2.3 At any time upon mutual, written agreement of the
parties.
3.2.4 Notwithstanding anything in this Agreement to the
contrary, the Term shall end automatically upon the
Executive's death.
3.3 CHANGE OF CONTROL. If the Executive terminates his employment
with the Employer under this Agreement for Cause within twelve (12) months
following a Change of Control, the Executive, or in the event of his subsequent
death, his designated beneficiaries or his estate, as the case may be, shall
receive, as liquidated damages, in lieu of all other claims, a severance payment
equal to three (3) times the Executives then current Base Salary and target
bonus amount to be paid in full on the last day of the month following the date
of termination. The Executive and his immediate family will continue to receive
the health insurance plan benefits then in effect for employees of the Company
and/or the Bank for a period of three years
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to include payment of the Employer funded portion of the plan. The Executive
will also receive tax assistance, advice and filing preparation services from a
qualified accounting firm of his choice for a period of three years at a cost to
the Company and/or the Bank not to exceed $2,500 per year.
3.4 EFFECT OF TERMINATION. Upon termination of the Executive's
employment hereunder, 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 salary and bonus amounts, if any, accrued pursuant to Sections
4.1 and 4.2 hereof and unpaid as of the effective date of the termination of
employment and payments set forth in Sections 3.2.1(a),(c) or (d); Section
3.2.2(a); Section 3.3; Section 3.5 and/or Section 4.4, as applicable. Nothing
contained herein shall limit or impinge upon any other rights or remedies of the
Employer or the Executive under any other agreement or plan to which the
Executive is a party or of which the Executive is a beneficiary.
3.5 TAX INDEMNITY. In the event it shall be determined that any
payment or benefits by the Employer to the Executive (a "Payment") would subject
the Executive to an excise tax under Section 4999 of the Internal Revenue Code
(the "Code") (or any successor federal tax law), or any interest or penalties
are incurred or paid by the Executive with respect to such excise tax (any such
excise tax, together with any interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then the Executive shall be
entitled to an additional payment from the Employer as is necessary (after
taking into account all federal, state and local taxes regardless of type,
whether income, excise or otherwise) imposed upon the Executive as a result of
the receipt of the payment contemplated by this Agreement) and any reduction in
such taxes of the Executive as a result of the payment of the related Excise
Tax) to place the Executive in the same after-tax position the Executive would
have been in had no Excise Tax been imposed upon or incurred or paid by the
Executive (the "Tax Indemnity"). The Employer's outside auditor shall determine,
utilizing such reasonable assumptions as it considers necessary, whether a
Payment would subject the Executive to the Excise Tax within thirty (30) days
after receipt of a written request from the Employer or the Executive in which
the requesting party verifies that a Payment has been made and requests an
appropriate determination. The requesting party shall provide the other party
with a copy of any such written request. The outside auditor shall determine
whether a Tax Indemnity obligation exists and, if so, the amount of the Tax
Indemnity and shall provide supporting documentation to both the Employer and
the Executive. The Employer shall pay the Executive any Tax Indemnity so
determined in a lump sum in cash within thirty (30) days following the release
of the related determination by the outside auditor; provided, however, that any
such payment may be reduced by applicable legal withholdings. In the event that
the Internal Revenue Service subsequently assesses an Excise Tax that is greater
than the tax previously calculated by the outside auditor, the Employer shall
make an additional Tax Indemnity payment, as calculated by the outside auditor
in a manner consistent with the provisions of this Section 3.5, to the Executive
within thirty (30) days of the date of such assessment.
4. COMPENSATION. The Executive shall receive the following salary and
benefits during the Term, except as otherwise provided below:
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4.1 BASE SALARY. During the Initial Term, the Executive shall be
compensated at a base rate of $220,000 per year (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 Bank
and the Company at least annually, and the Executive shall be entitled to
receive annually an increase in such amount, if any, as may be determined by the
Board of Directors of the Bank or the Company based on its evaluation of
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 entitled to
annual bonus compensation, if any, as determined by the Board of Directors of
the Company or the Bank pursuant to any incentive compensation program as may be
adopted from time to time by the Company or the Bank.
4.3 STOCK OPTIONS. The Company will establish a stock incentive
plan contemporaneously with the initial public offering of the Company's common
stock. The Company will grant to the Executive pursuant to such stock incentive
plan, consistent with applicable provisions of the Internal Revenue Code, an
incentive stock option to purchase, at a per share purchase price equal to
$10.00, 45,000 shares of the Company's common stock. The option generally will
become vested and exercisable in twenty percent (20%) increments, commencing on
the first anniversary of the option grant date, which shall be the date that
the Securities and Exchange Commission declares effective the Company's
registration statement on Form SB-2 (Registration No. 333-38018), and
continuing for the next four successive anniversaries; provided, however,
that, in the event of a Change of Control, the option shall become fully
vested and exercisable; provided further, that in the event of a Change of
Control prior to the third anniversary of the date the Bank opens for
business, the option shall become vested and exercisable at a rate no more
rapidly than thirty-three and one-third percent (33 1/3%) per year over the
first three anniversaries of the date the Bank opens for business. The option
shall expire generally upon the earlier of ninety (90) days following
termination of employment or upon the tenth anniversary of the option grant
date. The option will be issued by the Employer pursuant to the Company's
stock incentive plan and subject to the terms of a related stock option
agreement. The Executive shall be eligible for future option grants so long
as the Company maintains a stock incentive plan and shall participate in
future grants at a level that is commensurate with the relative levels of
participation by all other senior management employees of the Employer.
4.4 HEALTH INSURANCE.
(a) The Employer shall reimburse the Executive for the cost of
premium payments paid by the Executive for the Executive's current
health insurance covering the Executive and the members of his
immediate family until the first to occur of the following:
(i) such time as the Company adopts a health insurance
plan for employees of the Company and/or the Bank;
(ii) the Company and the Bank abandon their organizational
efforts; or
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(iii) December 31, 2000.
(b) In the event of termination by the Executive for
Cause (Section 3.2.3(a)), the Employer shall reimburse Executive for
the cost of premium payments paid by the Executive to continue his then
existing health insurance for himself and his eligible dependents as
provided by the Employer for a period of three (3) months following the
date of termination of employment.
(c) In the event of a termination by the Employer without
Cause (Section 3.2.1(c)), the Employer shall reimburse the Executive
for the cost of premium payments paid by the Executive to continue his
then existing health insurance for himself and his eligible dependents
as provided by Employer for a period of twelve (12) months following
the date of termination of employment.
4.5 AUTOMOBILE. Beginning as of the month in which the Bank
receives preliminary charter approval, the Employer will provide Executive with
an automobile allowance of $750 per month.
4.6 BUSINESS EXPENSES; MEMBERSHIPS. The Employer specifically
agrees to reimburse the Executive for:
(a) reasonable and necessary business (including travel)
expenses incurred by him in the performance of his duties hereunder, as
approved by the Board of Directors of either the Bank or the Company;
and
(b) beginning as of the Effective Date, the dues and business
related expenditures, including initiation fees, associated with
membership in a single civic
association both as selected by the Executive and in professional
associations which are commensurate with his position; provided,
however, that the Executive shall, as a condition of 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.
4.7 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.
4.8 LIFE INSURANCE. The Employer will provide the Executive with
access to term life insurance coverage at competitive group rates at such time
as the Company develops a life plan for employees of the Company and/or Bank,
providing a death benefit of not less than $1,000,000, payable to such
beneficiary or beneficiaries as the Executive may designate.
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4.9 TAX PREPARATION SERVICES. The Employer will provide the
Executive with tax preparation services annually through a qualified accounting
firm of the Executive's choice at an annual cost not to exceed $2,500.
4.10 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 Bank similarly situated to the
Executive. All such benefits shall be awarded and administered in accordance
with the Bank's standard policies and practices. Such benefits may include, by
way of example only, profit-sharing plans, retirement or investment funds,
dental, health, life and disability insurance benefits and such other benefits
as the Bank deems appropriate.
4.11 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, FICA and other withholding
requirements.
5. COMPANY INFORMATION.
5.1 OWNERSHIP OF COMPANY INFORMATION. All Company 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 Company Information in strictest confidence;
(b) not to use, duplicate, reproduce, distribute, disclose or
otherwise disseminate Company Information or any physical embodiments
of Company Information; and
(c) in any event, not to take any action causing or fail to
take any action necessary in order to prevent any Company 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 Company
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 Company 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 twelve (12) months following termination of this Agreement for any
reason with respect to Confidential 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 Company Information then in his
possession or control. The Executive agrees that the covenant
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contained in Section 5 of this Agreement are of the essence of this Agreement;
that the covenant is reasonable and necessary to protect the business, interests
and properties of the Employer.
6. 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.
7. NO SET-OFF BY THE EXECUTIVE. The existence of any claim, demand, action
or cause of action by the Executive against the Employer, or any Affiliate of
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.
8. NOTICE. All notices and other communications required or permitted
under this Agreement shall be in writing and, if mailed by prepaid first-class
mail or certified mail, return receipt requested, shall be deemed to have been
received on the earlier of the date shown on the receipt or three (3) business
days after the postmarked date thereof. In addition, 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 Employer, to it at:
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(ii) If to the Executive, to him at:
000 Xxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
9. 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.
10. WAIVER. A waiver by one party to this Agreement of any breach of this
Agreement by the other 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.
11. 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
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the arbitrator may be entered only in a state court of Tennessee or the federal
court for the Middle District of Tennessee. The Employer and the Executive agree
to share equally the fees and expenses associated with the arbitration
proceedings.
12. 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.
13. APPLICABLE LAW. This Agreement shall be construed and enforced under
and in accordance with the laws of the State of Tennessee.
14. 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 reference
and shall not constitute part of this Agreement or affect its meaning,
construction or effect.
15. ENTIRE AGREEMENT. This Agreement embodies the entire and final
agreement of the parties on the subject matter stated in this Agreement. 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, including, but not limited to, that certain employment agreement
between the Bank and the Executive previously signed by the parties and also
dated as of March 1, 2000, are hereby expressly terminated and superseded.
16. 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.
17. SURVIVAL. The obligations of the Executive pursuant to Section 5 shall
survive the termination of the employment of the Executive hereunder for the
period designated under each of those respective sections.
18. JOINT AND SEVERAL. The obligations of the Bank and the Company to
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.
THE BANK:
PINNACLE NATIONAL BANK (PROPOSED)
By:
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Print Name: XXXX X. XXXXXXX
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Title: SECRETARY, CHIEF ADMINISTRATION OFFICER
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THE COMPANY:
PINNACLE FINANCIAL PARTNERS, INC.
By:
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Print Name: XXXX X. XXXXXXX
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Title: SECRETARY, CHIEF ADMINISTRATION OFFICER
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THE EXECUTIVE:
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XXXXXXX XXXXX XXXXXX
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EXHIBIT A
INITIAL DUTIES OF THE EXECUTIVE
PRESIDENT/
CHIEF EXECUTIVE OFFICER
FUNCTION:
Has overall responsibility for the leadership of the organization in all aspects
of its activities to insure safety and soundness, maximize return to the
shareholders, and meet the needs of its various constituencies (shareholders,
Board of Directors, customers, employees, regulators, and communities).
PRINCIPAL ACCOUNTABILITIES:
1. Develops and implements the overall business strategy of the bank, its
culture and mission statement. Responsible for the planning,
implementation and control of long-term and short-term goals, as well
as strategic plans.
2. Provides leadership and direction in establishing, implementing,
monitoring, and achieving the annual business plan.
3. Oversees employee selection, training, professional development and
performance at all levels within the bank. Ensures each employee has
clarity of job responsibilities and defined standards and goals.
4. Provides leadership in establishing overall policies and procedures
such as credit policy, investment policy, risk tolerance levels, and
operational procedures.
5. Works closely with the Chief Administrative Officer to insure
appropriate financial reporting and that proper accounting procedures
are utilized.
6. Works closely with the Senior Lending Officer/Senior Credit Officer to
monitor quality of loan portfolio and that loans comply with the Bank's
lending policy.
7. Provides active leadership in the development and implementation of an
effective CRA program including active involvement in ascertaining the
communities' credit needs.
8. Originates and approves loans, acting within the approved loan limits
and guidelines approved by the Board of Directors.
9. Participates actively in community and civic activities so as to create
a positive public perception of the bank. Also, to be actively involved
in business development activities to solicit and maintain sufficient
business to meet and/or exceed established goals.
10. Responsible for maintaining sound relationships with the various
regulatory agencies and managing the bank to meet or exceed all
regulatory guidelines.
