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EXHIBIT 10.3
CONTRACT OF EMPLOYMENT
This Agreement, made and entered into this ______ day of _____________,
1992, by and between Mercantile Bank, a corporation duly organized and existing
under the laws of the State of Florida, and Xxxxxx X. Xxxxxxxx, as Chairman and
President of said Bank,
WHEREAS, Xxxxxx X. Xxxxxxxx is the existing Chairman of the
Board of Mercantile Bank and has been continually in that position
since the Bank's recapitalization as a bank, and
WHEREAS, the Bank and Xxxxxx X. Xxxxxxxx have seen fit to establish
matters normally dealt with in an employment contract such as salary, vehicle
allowance, expenses, and hospitalization by separate determinations, and
WHEREAS, it is not the intent of the parties to attempt to incorporate
in this Agreement any such separate determinations, nor is the exclusion of said
items from this Agreement in any way intended to nullify said determinations or
to modify them in any way, and
WHEREAS, the Executive Council at its meeting on August 26, 1992, in
open discussion with the said Xxxxxx X. Xxxxxxxx, did agree upon the following
additional contractual provisions,
W I T N E S S E T H :
The parties hereto in and for their mutual covenants and good and
valuable consideration, do agree as follows:
COMPENSATION
Xxxxxx X. Xxxxxxxx is hereby employed by Mercantile Bank for
a period of ten (10) years, commencing the 26th day of August,
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1992, at such reasonable salary as the parties hereto shall agree to from time
to time.
ALLOWANCES AND BENEFITS
Xx. Xxxxxxxx shall be entitled to receive reimbursements and benefits
of all types commensurate with, and at least equal to, the benefits of the other
corporate officers, excepting only benefits which are given to a specific
officer for a specific and separate banking purpose.
DUTIES OF THE OFFICE
Xx. Xxxxxxxx hereby commits to the Corporation to carry out the duties
set forth in the Bylaws and Charter for his position as President and/or
Chairman, and agrees to discharge the same faithfully and to the best of his
ability. The said Xxxxxx X. Xxxxxxxx shall devote his full business time and
attention to the business and affairs of the Corporation, and shall use his best
efforts to promote the best interest of the Corporation. He shall hold such
office or offices in a corporation or corporations, or any subsidiary
corporation, to which he may be elected and appointed by the Board of Directors
of Mercantile Bank, subject to such reasonable requirements and allowances as
the said Xxxxxx X. Xxxxxxxx shall request, and shall perform the duties thereof
to the best of his ability. The said Xxxxxx X. Xxxxxxxx shall perform such other
reasonable duties as shall from time to time be prescribed by the Directors of
the Corporation.
The Corporation understands that the said Xxxxxx X. Xxxxxxxx has
business interests outside of the Corporation, and there is no intent by this
Agreement to restrict those business interests or to
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prohibit the said Xxxxxx X. Xxxxxxxx from holding office in other corporations
or owning interest in other corporations, so long as said corporations do not
have an interest which substantially conflicts with the interest of Mercantile
Bank, and so long as the carrying out of the duties of such other offices do
not- by the requirements of time, talent, or knowledge interfere in any way with
the said Xxxxxx X. Xxxxxxxx fully performing the duties assigned to him by the
Board of Directors of Mercantile Bank.
SEPARATION
A. Discharge for Cause. The Bank may, at any time, terminate this
Agreement for cause, which term is hereby defined as any activity of the said
Xxxxxx X. Xxxxxxxx which is 1) clearly inconsistent with his fiduciary duties to
the Bank; 2) in violation of the laws of the State of Florida or the United
States of America to the extent of constituting a felony; 3) morally
reprehensible conduct of such a nature as to clearly have a substantial adverse
effect upon the business of the Bank; and 4) engaging in activities of a
financial nature, either in his personal life or in the conduct of the business
of the Bank, which could pose a substantial risk of either loss to the Bank or
severe criticism by those in regulatory authority over the Bank.
B. Resignation and Termination Not For Cause. In the event the said
Xxxxxx X. Xxxxxxxx terminates his duties as Chairman or President, for any
reason other than for cause as above defined, the said Xxxxxx X. Xxxxxxxx shall
be retained as a consultant for a salary of $60,000 per year for the remaining
term of the contract. As such consultant, the said Xxxxxx X. Xxxxxxxx shall
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make himself available to the Bank for at least fifteen (15) hours of each week
of eleven (11) months of the year.
In the event the said Xxxxxx X. Xxxxxxxx is discharged because of
physical or mental inability to perform his duties, the discharge will be
considered a termination not for cause and availability shall be as permitted by
said inability.
C. Benefits After Separation. ln the event of separation not for cause
as above specified or in,the event of retirement at any time after the term of
the Agreement or by agreement at any time during the time of the Agreement, the
Corporation agrees, to the extent possible under such health insurance
contracts, if any, as the Corporation has in effect from time to time, to make
available to the said Xxxxxx X. Xxxxxxxx said benefits, the cost of which
benefits would be handled as with any other active officer of the Corporation.
SHORTENING OF TERM
The occurrence of any of the following items shall be referred to as a
"sale of the Bank"; 1) a sale of fifty percent (50%) or more of the stock of the
Bank in one or more related transactions; 2) a merger or acquisition of the Bank
by another bank, or a bank holding company, under such circumstances that the
end result of the transaction is a change of the control of the Board of
Directors of Mercantile Bank; or 3) an acquisition of another bank by Mercantile
Bank or a holding company of Mercantile Bank under such circumstances that the
end result of the transaction is a change of control of the Board of Directors
of Mercantile Bank. If there occurs a "sale of the Bank" under such
circumstances as those
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acquiring control require a reduction in price or the payment of a lesser price
or consideration due to the existence of the Agreement with Xxxxxx X. Xxxxxxxx,
the contractual provisions of this Contract will be reduced to five (5) years
from the date of reduction or the balance of the contract, whichever is less.
STOCK OPTIONS
In addition to the stock options previously granted to Xxxxxx X.
Xxxxxxxx, an additional Twenty Thousand (20,000) shares are hereby granted by
this Agreement at the price of Eight Dollars ($8.00) per share. These shares
shall be considered fully vested at this time provided, however, that in the
event of termination of employment, the periods provided in the option plan of
the Bank for exercise of the option after termination shall commence to run with
the termination of employment, and the employment as a consultant shall not be
considered as employment for said purposes.
IN WITNESS WHEREOF, the parties have hereunto set their hands on the
day and year first above written.
MERCANTILE BANK
By:
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Xxxxx Xxxxxx, Vice President
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XXXXXX X. XXXXXXX
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