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EXHIBIT 10(d)
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EMPLOYMENT AGREEMENT
This agreement is made and entered into this the 23rd day of January,
1996, by and between Xxxxxx County Bancshares, Inc., a Tennessee Financial
Institution, hereinafter referred to as "Employer" and Xxxx Xxxxxxx,
hereinafter referred to as the "Employee."
WITNESSETH:
1. Employment: Employer hereby employs Employee as President and Chief
Executive Officer of its business and Employee hereby accepts such employment.
Employee shall perform such duties as are normal and customary for the
President and Chief Executive Officer of a bank and bank holding company, along
with such other duties as may be assigned to Employee by Employer's Board of
Directors. Employee's duties shall include, but not be limited to, overseeing
the day to day operations of Xxxxxx County Bancshares, Inc., Xxxxxx County Bank
and each of its branch locations, all other banks acquired by Xxxxxx County
Bancshares, Inc., developing marketing programs, overseeing equipment and
computer purchases and installation, developing budgets and strategic plans,
overseeing the plant and facility, and the hiring and firing of employees to
staff all operations. Employee shall devote his entire working time to
Employer's business and shall hold no other paying job.
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2. Term: The term of the Employee's employment with Employer shall
commence on January 1, 1996 and shall continue until terminated by either party.
3. Compensation and Benefits: Employer hereby agrees to pay Employee
during the term of Employee's employment, a base salary, bonus, and benefits as
set forth in the attached Addendum, subject to change from year to year by
substitution a new Addendum, and subject to the conditions and specifications
set forth herein:
A. Base Salary: Employee's base salary shall be fixed annually at the
first of each year and shall be reflected in the addendum attached as
Exhibit A to this agreement. Said annual salary shall be paid in equal
bi-monthly installments and shall be subject to customary withholding
and other employment taxes as required with respect to compensation paid
by a corporation to an Employee.
B. Director's Fees: Employer shall serve as a Director and Employer
shall pay Employee in addition to his base salary, the fees customarily
paid to the Directors of the Employer and each of its subsidiaries.
C. Life Insurance: The Employer shall provide Employee with a term
life insurance policy with One
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Hundred Thousand Dollars ($100,000.00) worth of coverage. The Employee shall be
entitled to designate the beneficiary of said life insurance.
D. Medical: The Employer shall provide Employee with the same medical
health and hospitalization insurance coverage as Employer provides to its other
Employees, with a maximum monthly premium to be paid by Employer for said
benefits as specified in attached Exhibit A.
E. Vehicle: Employer shall provide Employee with a full sized
automobile for him to use such as a Park Avenue Buick or other comparable model,
together with reasonable insurance thereon, and shall reimburse employee for the
expenses he incurs for reasonable service, upkeep and repair of said automobile.
F. Parking: Employer shall provide Employee with a parking space within
reasonably close proximity to the main offices of Employer in downtown
Greeneville, Tennessee.
G. Incentive Benefits: Employer shall allow Employee to take part in
any Executive Bonus Plan, incentive stock option plan, profit sharing plan,
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qualified salary deferral plan, and/or pension plan that Employer now has or
may hereafter adopt during the term of Employee's employment hereunder.
Notwithstanding anything herein to the contrary, Employer shall grant Employee
stock options on the 31st day of each year of employment for 600 shares of
Xxxxxx County Bancshares Common Stock (or the equivalent number of shares if
there is a stock split), which option shall allow Employee to purchase said
stock at 1-1/2 times book value (exclusive of reserves) at the time the option
is granted which shall provide that the option may be granted by the Employee
or his spouse or Personal Representative for a period of ten years after the
grant of the option.
H. Vacation and Holidays: Employer shall allow Employee to take four
(4) weeks of paid vacation per year, in addition to the legal holidays on
which the Bank is closed. Legal holidays shall be paid days off for Employee.
I. Expenses: Employer shall reimburse Employee for reasonable
out-of-pocket expenses he incurs on behalf of Employer in the fulfillment of
his job, subject to compliance with any applicable reimbursement policy adopted
by the Employer's Board of Directors.
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J. Bonus: Employer shall pay Employee a bonus or incentive
compensation based on the return of assets of Xxxxxx County Bank and the
percentages set forth in the attached Exhibit A. Said bonus or incentive
compensation shall be paid as soon as it is practical following the
close of the Employer's Financial Statements for the relevant year.
K. Termination of Benefits: Except as provided in Subsection L below,
upon termination of Employee's employment with Employer for any reason,
the benefits set forth in this section shall terminate. Provided,
however, that notwithstanding anything herein to the contrary,
Employee's Personal Representative or spouse shall be entitled to
exercise any incentive stock options granted to Employee, but
unexercised at the time of death, prior to the date on which the
incentive stock option expires in accordance with its grant.
L. Continuation of Salary: Two year's compensation (base salary with
fringe benefits including stock options) if not retained by mutual
agreement in merger/acquisition/buyout situation.
4. Employer's Authority: Employee agrees to observe and comply with
the rules and regulations of Employer as adopted by
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its Board of Directors, either orally or in writing, respecting the performance
of his duties, and to carry out and perform all orders, directions, and
policies stated by Employer through its Board from time to time.
5. Records: Upon Employee's termination of employment with Employer,
for any reason, Employee shall not be entitled to keep or preserve the records,
documents, or other instruments of Employer as to any client or customer of
Employer, and agrees to return all documents, records, and other instruments
to Employer regarding its business and operations.
6. Amendment and Assignment: This agreement may be amended only by a
writing signed by both of the parties hereto. No additional consideration shall
be required for any such amendment to be enforceable. This agreement and the
rights, duties and obligations shall not be assignable by Employee because of
the services to be rendered hereunder are unique and personal. There is no
prohibition or assignment by Employer, and its rights, duties, and obligations
hereunder shall be binding upon, inure to the befit of, Employer and its
successors and assigns.
7. Applicable Law: This agreement shall be construed, interpreted, and
enforced in accordance with the laws of the State of Tennessee.
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8. Binding Effect: This agreement shall be binding upon, inure to the
benefit of the parties hereto, and their respective heirs, successors, and
assigns, and personal and legal representatives.
9. Severability: Should any provision of this agreement be determined
to be invalid, illegal, or unenforceable by a court of competent jurisdiction,
then such provision shall be amended by the parties hereto so as to make it
valid, legal, and enforceable, but keeping it as close as possible to its
original meaning. The invalidity, illegality, or unenforceability of any
provision shall not affect in any manner the other provisions herein contained,
which shall remain in full force and effect.
In witness whereof, the parties have hereto executed this agreement on
the day and date first written above.
Xxxxxx County Bancshares, Inc.
By: /s/ G. Xxxxxxxx Xxxxxx
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Title: Chairman
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/s/ XXXX XXXXXXX
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Xxxx Xxxxxxx, Employee
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