EXHIBIT 10.4
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 1st day of June, 1996, between Decatur
First Bank (In Organization) (the "Bank"), a commercial bank and trust company
being chartered by the State of Georgia, and Decatur First Bank Group, Inc.
(the "Company"), the proposed holding company of the Bank (the Bank and the
Company collectively, the "Employer"), and Xxxx X. Xxxxxx, a resident of the
State of Georgia (the "Employee").
RECITALS:
The Employer desires to employ the Employee as the President and Chief
Executive Officer of the Employer and the Employee desires to accept such
employment.
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
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their variant forms shall have the meaning set forth below:
1.1 "Agreement" shall mean this Agreement and any exhibits incorporated
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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
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Employer, is controlled by or is under common control with the Employer.
1.3 "Area" shall mean the geographic area within the boundaries of
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Xxxxxxx, Dekalb, Xxxxxx, Gwinnett, Xxxxx and Rockdale Counties. It is the
express intent of the parties that the Area as defined herein is the area where
the Employee performs or performed services on behalf of the Employer under
this Agreement as of, or within a reasonable time prior to, the termination of
the Employee's employment hereunder.
1.4 "Business of the Employer" shall mean the business conducted by the
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Employer, which is commercial banking.
1.5 "Cause" shall mean:
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1.5.1 With respect to termination by the Employer:
(a) A material breach of the terms of this Agreement by the
Employee, including, without limitation, failure by the Employee to
perform her duties and responsibilities in the manner and to the
extent required under this Agreement or a breach of any representation
or warranty of the Employee set forth herein which remains uncured
after the expiration of thirty (30) days following the delivery of
written notice of such breach to the Employee by the Employer. Such
notice shall (i) specifically identify the duties that the Board of
Directors believes Employee has failed to perform, (ii) state the
facts upon which the Board of Directors of the Employer 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 Employee that amounts to fraud, dishonesty or
willful misconduct in the performance of her duties and
responsibilities hereunder;
(c) The conviction of the Employee of a felony;
(d) Conduct by the Employee that amounts to gross and willful
insubordination or inattention to her duties and responsibilities
hereunder; or
(e) Conduct by the Employee that results in removal from her
position as an officer or employee of the Employer pursuant to a
written order by any regulatory agency with authority or jurisdiction
over the Employer.
1.5.2 With respect to termination by the Employee, a material
diminution in the powers, responsibilities or duties of the Employee
hereunder, or the failure of the Board of Directors of the Bank and the
Company to elect her as President and Chief Executive Officer, or a
material breach of the terms of this Agreement by the Employer which
remains uncured after the expiration of thirty (30) days following the
delivery of written notice of such breach to the Employer by the Employee.
1.6 "Company Information" means Confidential Information and Trade
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Secrets.
1.7 "Confidential Information" means data and information relating to the
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business of the Company (which does not rise to the status of a Trade Secret)
which is or has been disclosed to the Employee or of which the Employee became
aware as a consequence of or through the Employee's relationship to the Company
and which has value to the Company 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 Company (except where
such public disclosure has been made by the Employee without authorization) or
that has been independently developed and disclosed by others, or that otherwise
enters the public domain through lawful means.
1.8 "Change in Control" means any one of the following events:
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(1) 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 twenty-five percent (25%)
or more of any class of voting securities of the Bank or the Company,
as the case may be, or such other transaction as may be described
under 12 C.F.R. Section 225.41(b)(1) or any successor thereto;
(2) 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
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if that director was 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;
(3) the approval by the stockholders of either the Bank or the
Company of a reorganization, merger or consolidation, with respect to
which persons who were the stockholders of either 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
(4) the sale, transfer or assignment of all or substantially all
of the assets of the Company and its subsidiaries to any third party.
1.9 "Effective Date" shall mean the date on which the Company advises the
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Escrow Agent that the terms of the Escrow Agreement have been satisfied and
instructs the Escrow Agent to release the escrowed funds to the Company.
1.10 "Escrow Agent" shall mean The Bankers Bank.
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1.11 "Escrow Agreement" shall mean that certain agreement by and between
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the Company and The Bankers Bank whereby The Bankers Bank holds in escrow the
funds received from the sale of the Company's common stock until certain terms
and conditions are satisfied.
1.12 "Initial Term" shall mean that period of time commencing on June 1,
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1996 and running until the earlier of May 31, 2001 or any termination of
employment of the Employee under this Agreement as provided for in Section 3.
1.13 "Permanent Disability" shall mean the total inability of the Employee
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to perform her duties under this Agreement for a period of ninety (90)
consecutive days as certified by a physician chosen by the Employer and
reasonably acceptable to the Employee.
1.14 "Term" shall mean the Initial Term and all subsequent renewal
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periods.
1.15 "Trade Secrets" means information including, but not limited to,
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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 (i) 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
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its disclosure or use; and (ii) is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy.
2. Duties.
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2.1 The Employee is employed initially as the Chief Executive Officer of
the Employer and, subject to the direction of the Board or its designee, shall
perform and discharge well and faithfully the duties which may be assigned to
her from time to time by the Employer in connection with the conduct of its
business. The duties and responsibilities of the Employee are set forth on
Exhibit A attached hereto.
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2.2 In addition to the duties and responsibilities specifically assigned
to the Employee pursuant to Section 2.1 hereof, the Employee shall: (1) devote
substantially all of her time, energy and skill during regular business hours
to the performance of the duties of her employment (reasonable vacations and
reasonable absences due to illness excepted) and faithfully and industriously
perform such duties; (2) diligently follow and implement all management
policies and decisions communicated to her by the Board; and (3) timely prepare
and forward to the Board all reports and accounting as may be requested of the
Employee.
2.3 The Employee shall devote her entire business time, attention and
energies to the Business of the Employer and shall not during the term of this
Agreement 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 Employee from (1) investing her personal assets in businesses
which (subject to clause (2) below) are not in competition with the Business of
the Employer and which will not require any services on the part of the
Employee in their operation or affairs and in which her participation is solely
that of an investor, (2) purchasing securities in any corporation whose
securities are regularly traded provided that such purchase shall not result in
her collectively owning beneficially at any time five percent (5%) or more of
the equity securities of any business in competition with the Business of the
Employer and (3) participating in civic and professional affairs and
organizations and conferences, preparing or publishing papers or books or
teaching so long as the Board approves of such activities prior to the
Employee's engaging in them.
3. Term and Termination.
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3.1 Term. This Agreement shall remain in effect for the Initial Term. At
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the end of the Initial Term and at the end of each twelve-month extension
thereof, this Agreement shall automatically be extended for a successive
twelve-month period unless either party gives written notice to the other of
its intent not to extend this Agreement with such written notice to be given
not less than ninety (90) days prior to the end of the Initial Term or such
twelve-month period. In the event such notice of non-extension is properly
given, this Agreement shall terminate at the end of the remaining term then in
effect.
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3.2 Termination. During the Term, the employment of the Employee under
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this Agreement may be terminated only as follows:
3.2.1 By the Employer or the Employee in the event that the Company
and the Bank abandon their organizational efforts or that the
Effective Date does not occur on or before June 1, 1997, whichever
occurs first.
3.2.2 By the Employer:
(a) For Cause, upon written notice to the Employee pursuant to
Section 1.5.1 hereof, which notice has been approved by a resolution
passed by two-thirds of the directors then in office, in which event
the Employer shall have no further obligation to the Employee except
for the payment of any amounts due and owing under Section 4 on the
effective date of termination; or
(b) Without Cause or upon the Permanent Disability of Employee at
any time, provided that the Employer shall give the Employee 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 Employee under Section 4 for a period of twelve
(12) months following termination.
3.2.3 By the Employee:
(a) For Cause, with no prior notice except as provided in Section
1.5, in which event the Employer shall be required to continue to meet
its obligations to the Employee under Section 4 for a period of six
(6) months following termination; or
(b) Without Cause or upon the Permanent Disability of the Employee,
provided that the Employee shall give the Company sixty (60) days'
prior written notice of her intent to terminate, in which event the
Employer shall have no further obligation to the Employee except
future payment of any amounts due and owing under Section 4 on the
effective date of the termination.
3.2.4 By the Employee within six (6) months following a Change in
Control of the Employer, provided that the Employee shall give written
notice to the Employer of her intention to terminate this Agreement,
in which event the Employer shall be required to continue to meet its
obligations to the Employee under Section 4 for a period of six (6)
months after termination.
3.2.5 At any time upon mutual, written agreement of the parties, in
which event the Employer shall have no further obligation to the
Employee except for the payment of any amounts due and owing under
Section 4 on the effective date of termination unless otherwise set
forth in the written agreement.
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3.2.6 Notwithstanding anything in this Agreement to the contrary, the
term of employment shall end automatically upon the Employee's death,
in which event the Employer shall have no further obligation to the
Employee except for the payment of any amounts due and owing under
Section 4 on the effective date of termination.
3.3 Effect of Termination. Termination of the employment of the Employee
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pursuant to Section 3.2 shall be without prejudice to any right or claim which
may have previously accrued to either the Employer or the Employee hereunder
and shall not terminate, alter, supersede or otherwise affect the terms and
covenants and the rights and duties prescribed in this Agreement.
4. Compensation. The Employee shall receive the following salary and
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benefits:
4.1 Base Salary. During the Initial Term and until the Effective Date,
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the Employee shall be compensated at a base rate of $6,500 per month.
Thereafter, the Employee shall be compensated at a base rate of $8,000 per
month. (The $6,500 and $8,000 monthly salary amounts are hereinafter referred
to as "Base Salary.") The Employee's salary shall be reviewed by the Board
annually, and the Employee shall be entitled to receive annually an increase in
such amount, if any, as may be determined by the Board. Such salary shall be
payable in accordance with the Employer's normal payroll practices.
4.2 Incentive Compensation.
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(a) Within 90 days following the end of each year of the Employer's
operations, the Employer shall pay the Employee a cash bonus equal to 5% of
the Company's audited consolidated pre-tax net income provided certain
performance criteria (to be determined annually by mutual agreement between
the Board and the Employee) are satisfied.
(b) The Employee shall also be entitled to participate in such other
bonus, incentive and other executive compensation programs as are made
available to senior management of the Employer from time to time (the
"Incentive Compensation").
4.3 Stock Options.
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(a) As of the date the Company's initial public offering is closed,
the Employer will grant to the Employee a non-qualified option to purchase,
at a per share purchase price of $10.00, a number of shares of the
Company's common stock which is equal to 5% of the number of shares of the
Company's common stock which are sold in its initial public offering. The
option will become vested and exercisable in 20% increments, commencing on
the anniversaries until the option grant date and continuing for the next
four successive anniversaries until the option is fully vested and
exercisable. The option shall expire generally upon the earlier of the
Employee's termination of employment or upon the applicable option
expiration date. The option expiration date shall refer to a particular
option increment and shall mean the tenth anniversary of the date that the
option increment became vested and exercisable.
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(b) In the event of (i) termination by the Employer Without Cause
(Section 3.2.2(b)), (ii) termination by the Employee For Cause (Section
3.2.3(a)), or (iii) termination by the Employee following a Change of
Control (Section 3.2.4), all options granted to the Employee shall become
one hundred percent (100%) vested and exercisable for a period of ninety
(90) days after the date of the termination of employment. Any options not
exercised within ninety (90) days of the date of the termination of
employment shall expire.
4.4 Health Insurance.
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(a) The Employer shall reimburse the Employee for the cost of premium
payments paid by the Employee for the Employee's current health insurance
(i) until such time as the Company adopts a health insurance plan for
employees of the Company and the Bank, (ii) until the Company and the Bank
abandon their organizational efforts, or (iii) until June 1, 1997,
whichever occurs first.
(b) In the event of (i) termination by the Employee For Cause (Section
3.2.3(a)), or (ii) termination by the Employee following a Change of
Control (Section 3.2.4), the Employer shall reimburse Employee for the cost
of premium payments paid by Employee to continue her then-existing health
insurance as provided by the Employer for a period of six (6) months
following the date of termination of employment.
(c) In the event of termination by the Employer Without Cause (Section
3.2.2(b)), the Employer shall reimburse the Employee for the cost of
premium payments paid by Employer to continue her then-existing health
insurance as provided by the Employer for a period of twelve (12) months
following the date of termination of employment.
4.5 Automobile. Beginning as of the Effective Date, the Employer will
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lease an automobile to be used by the Employee for business and personal
purposes. The Employer will pay expenses associated with the maintenance and
insurance for the automobile.
4.6 Business Expenses; Memberships. The Employer specifically agrees to
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reimburse the Employee for (i) reasonable business (including travel) expenses
incurred by her in performance of her duties hereunder, as approved from time
to time by the Board, and (ii) beginning as of the Effective Date, the dues and
business related expenditures, including initiation fees, associated with
membership in a country club and in professional associations which are
commensurate with her position; provided, however, that the Employee 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 Employee shall be entitled to
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four (4) weeks of vacation in each year of this Agreement, during which her
compensation shall be paid in full. At least two consecutive weeks each year
must be taken by the Employee for vacation, with other
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vacation to be taken at the time the Employer determines appropriate, taking
into account the requirements of the Employer.
4.8 Life Insurance. During the term of this Agreement, the Employer will
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provide the Employee with term life insurance coverage providing a death
benefit not to exceed $500,000, payable to such beneficiary or beneficiaries as
the Employee may designate.
4.9 Benefits. In addition to the Base Salary and Incentive Compensation, the
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Employee shall be entitled to such benefits as may be available from time to
time for executives of the Employer similarly situated to the Employee. All
such benefits shall be awarded and administered in accordance with the
Employer'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
Employer deems appropriate.
4.10 Withholding. The Employer may deduct from each payment of compensation
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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.
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5.1 Ownership of Information. All Company Information received or developed
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by the Employee while employed by the Employer will remain the sole and
exclusive property of the Employer.
5.2 Obligations of the Employee. The Employee agrees (a) to hold Company
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Information in strictest confidence, and (b) not to use, duplicate, reproduce,
distribute, disclose or otherwise disseminate Company Information or any
physical embodiments thereof and may in no event 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 Employee is required by law to disclose
any Company Information, the Employee will not make such disclosure unless (and
then only to the extent that) the Employee 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 Employee becomes aware that
such disclosure has been requested and is required by law. This Section 5
shall survive for a period of six (6) months following termination of this
Agreement with respect to Confidential Information, and shall survive
termination of this Agreement for so long as is permitted by the then-current
Georgia Trade Secrets Act of 1990, O.C.G.A. (S)(S) 10-1-760-10-1-767, with
respect to Trade Secrets.
5.3 Delivery upon Request or Termination. Upon request by the Employer, and
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in any event upon termination of her employment with the Employer, the Employee
will promptly deliver to the Employer all property belonging to the Employer,
including without limitation all Company Information then in her possession or
control.
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6. Non-Competition. The Employee agrees that during her employment by the
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Employer hereunder and, in the event of her termination other than by the
Employer without Cause pursuant to Section 3.2.2(b) or by the Employee for
Cause pursuant to Section 3.2.3(a), for a period of twelve (12) months
thereafter, she will not (except on behalf of or with the prior written consent
of the Employer), within the Area, either directly or indirectly, on her own
behalf or in the service or on behalf of others, as a principal, partner,
officer, director, manager, supervisor, administrator, consultant, executive
employee or in any other capacity which involves duties and responsibilities
similar to those undertaken for the Employer, engage in any business which is
the same as or essentially the same as the Business of the Employer.
7. Non-Solicitation of Customers. The Employee agrees that during her
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employment by the Employer hereunder and, in the event of her termination other
than by the Employer without Cause pursuant to Section 3.2.2(b) or by the
Employee for Cause pursuant to Section 3.2.3(a), for a period of twelve (12)
months thereafter, she will not (except on behalf of or with the prior written
consent of the Employer), within the Area, on her own behalf or in the service
or on behalf of others, solicit, divert or appropriate or attempt to solicit,
divert or appropriate, directly or by assisting others, any business from any
of the Employer's customers, including actively sought prospective customers,
with whom the Employee has or had material contact during the last two (2)
years of her employment, for purposes of providing products or services that
are competitive with those provided by the Employer.
8. Non-Solicitation of Employees. The Employee agrees that during her
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employment by the Employer hereunder and, in the event of her termination other
than by the Employer without Cause pursuant to Section 3.2.2(b) or by the
Employee for Cause pursuant to Section 3.2.3(a), for a period of twelve (12)
months thereafter, she will not, within the Area, on her own behalf or in the
service or on behalf of others, solicit, recruit or hire away or attempt to
solicit, recruit or hire away, directly or by assisting others, any employee of
the Employer or its Affiliates, whether or not such employee is a full-time
employee or a temporary employee of the Employer or its Affiliates and whether
or not such employment is pursuant to written agreement and whether or not such
employment is for a determined period or is at will.
9. Remedies. The Employee agrees that the covenants contained in Sections 5
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through 8 of this Agreement are of the essence of this Agreement; that each of
the covenants is reasonable and necessary to protect the business, interests
and properties of the Employer; and that irreparable loss and damage will be
suffered by the Employer should she breach any of the covenants. Therefore,
the Employee agrees and consents that, in addition to all the remedies provided
by law or in equity, the Employer shall be entitled to a temporary restraining
order and temporary and permanent injunctions to prevent a breach or
contemplated breach of any of the covenants. The Employer and the Employee
agree that all remedies available to the Employer or the Employee, as
applicable, shall be cumulative.
10. Severability. The parties agree that each of the provisions included in
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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
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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.
11. No Set-Off by the Employee. The existence of any claim, demand, action or
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cause of action by the Employee 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.
12. Notice. All notices and other communications required or permitted under
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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, facsimile transmission or overnight courier, in which event
the notice shall be deemed effective when delivered or transmitted. 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:
000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
(ii) If to the Employee, to her at:
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
13. Assignment. Neither party hereto may assign or delegate this Agreement or
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any of its rights and obligations hereunder without the written consent of the
other party hereto.
14. Waiver. A waiver by the Employer of any breach of this Agreement by the
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Employee 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.
15. Arbitration. Any controversy or claim arising out of or relating to this
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contract, or the breach thereof, shall be settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association. The Employer and the Employee agree that they will seek to
enforce any arbitration award only in either the State Court of Dekalb County
or the federal court for the Northern District of Georgia. The Employer and
the Employee agree to share equally the fees and expenses associated with the
arbitration proceedings.
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16. Attorneys' Fees. In the event that the parties have complied with this
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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.
17. Applicable Law. This Agreement shall be construed and enforced under and
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in accordance with the laws of the State of Georgia. The parties agree that
any appropriate state court located in DeKalb County, Georgia, shall have
jurisdiction of any case or controversy arising under or in connection with
this Agreement and shall be a proper forum in which to adjudicate such case or
controversy. The parties consent to the jurisdiction of such courts.
18. Interpretation. Words importing any gender include all genders. Words
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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.
19. Entire Agreement. This Agreement embodies the entire and final agreement
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of the parties on the subject matter stated in the Agreement. No amendment or
modification of this Agreement shall be valid or binding upon the Employer or
the Employee unless made in writing and signed by both parties. All prior
understandings and agreements relating to the subject matter of this Agreement
are hereby expressly terminated.
20. Rights of Third Parties. Nothing herein expressed is intended to or shall
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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.
21. Survival. The obligations of the Employee pursuant to Sections 5, 6, 7, 8
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and 9 shall survive the termination of the employment of the Employee hereunder
for the period designated under each of those respective sections.
22. Joint and Several. The obligation of the Bank and the Company to Employee
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hereunder shall be joint and several.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Employer and the Employee have executed and delivered
this Agreement as of the date first shown above.
THE EMPLOYER:
DECATUR FIRST BANK (IN ORGANIZATION)
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Personnel Committee Chair
DECATUR FIRST BANK GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Personnel Committee Chair
THE EMPLOYEE:
/s/ Xxxx X. Xxxxxx
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XXXX X. XXXXXX
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Exhibit A
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Initial Duties of the Employee
The initial duties of the Employee shall include, in addition to any other
duties assigned the Employee by the Board of Directors of the Bank or the
Company or their respective designees, the following:
. Xxxxxx a corporate culture that promotes ethical practices, encourages
individual integrity, fulfills social responsibility, and is conducive
to attracting, retaining and motivating a diverse group of top-quality
employees at all levels.
. Work with the Board of Directors to develop a long-term strategy for
the Company that creates shareholder value.
. Develop and recommend to the Board annual business plans and budgets
that support the Company's long-term strategy.
. Manage the day-to-day business affairs of the Company appropriately.
. Use best efforts to achieve the Company's financial and operating
goals and objectives.
. Improve the quality and value of the products and services provided by
the Company.
. Ensure that the Company maintains a satisfactory competitive position
within its industry.
. Develop an effective management team and an active plan for its
development and succession, and make recommendations to the Board
regarding hiring, firing and compensation.
. Implement major corporate policies.
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