EXHIBIT 10.14
EMPLOYMENT AGREEMENT
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This Agreement is made and entered into this 27th day of April 2001,
by and between Southside Bancshares Corp., a corporation with its principal
place of business in St. Louis, Missouri, (hereinafter referred to as the
"Bank" or the "Employer") and Xxxxxx X. Xxxx (hereinafter referred to as
"Employee").
WHEREAS, Employer desires to insure the availability of the services
of Employee on the terms and conditions set forth herein and Employee desires
to be so employed by the employer on said terms and conditions; and
WHEREAS, Employer and Employee desire to set forth their full
agreement and mutual understanding herein,
NOW THEREFORE, in consideration of the mutual covenants set forth
herein, the parties agree as follows:
1. TERMS OF EMPLOYMENT. Commencing on the date hereof and subject
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to the terms herein, Employer agrees to employ Employee as a Senior Vice
President/Chief Financial Officer for a period of one (1) year unless
terminated earlier as provided herein. The term of this Agreement may be
extended by the mutual consent of the parties, in writing, upon such terms,
as the parties shall agree.
2. COMPENSATION. In full compensation for all services rendered
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by Employee under this Agreement, Employer shall pay and Employee shall
accept an annual salary of $100,000. The annual salary shall be paid in
substantially equal payments according to Bank policy and practice. In
addition, Employee will be entitled to receive an annual bonus payable in
accordance with the "Employer's" Bonus Plan, but in no event an amount less
than the bonus paid to Employee for the year ended December 31, 2000.
Employee shall be entitled to participate in any employee benefits,
such as group medical, hospitalization, life or disability insurance
programs, on the same terms and conditions as are offered to other Bank
employees.
Employee shall be entitled to four (4) weeks of vacation during each
yearly period, beginning January 1, 2001, which may be taken at times
convenient to the Employer. Employee understands that vacation may not be
carried over or accrued from year to year.
3. EMPLOYMENT DUTIES. Employee's duties shall include all duties
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usually and reasonably associated with a position of Senior Vice President
and Chief Financial Officer; provided, however, after consummation of the
transactions provided in the Merger Agreement (as defined herein),
Employee's job title and duties may be changed by Employer from time to
time. Employee hereby accepts such employment and agrees to perform such
duties. Employer reserves the right to assign other and/or additional duties
to Employee and to assign Employee to a different position or to duties
different than those initially assigned to Employee based on the best
interest of the Bank.
Employee agrees to devote all of Employee's time, attention, skill
and ability exclusively to Employer in performing duties for the Bank.
Employee agrees to cooperate with the management of Employer in carrying out
the instructions of Employer or its executive officers in the discharge of
such duties. Employee shall comply with all policies and rules of Employer
and with the rules and regulations applicable to the Bank.
4. CONFLICT OF INTEREST. At no time during the term hereof shall
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Employee own or have any beneficial interest in any company, business or
interest where to do so will or may conflict with the full and faithful
performance of Employee's duties for the Bank.
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5. TERMINATION. Employee may be terminated at any time for cause,
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which shall include but shall not be limited to: commission of a felony,
evidence of substance abuse, willful failure to perform any reasonable
directions, after 10 days written notice.
Employee may also be terminated at any time without cause, at the
option of Employer upon written notice to terminate provided by Employer. In
the event of such termination without cause, Employer agrees to pay Employee
$100,000, less applicable taxes and withholdings.
If Employee dies during the term of this Agreement, this Agreement
shall terminate immediately and all payments and benefits hereunder shall
cease as of the date of Employee's death.
6. CHANGE OF CONTROL. For the period of six months following the
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consummation of the transaction contemplated by that certain Agreement and
Plan of Merger between Bank and Allegiant Bancorp, Inc. (the "Merger
Agreement") or until the anniversary of this Agreement if Employee is
terminated from employment without cause, Employee will receive as severance
pay, and in lieu of any other compensation or benefits under this Agreement,
a lump sum payment equal to one times the annual salary of Employee at the
time of the termination from employment.
(a) ELECTION TO TERMINATE. After sixty (60) days following the
consummation of the transactions contemplated by the Merger Agreement,
Employee may elect, in writing, to terminate the employment of Employee by
Employer. The termination of Employee's employment with Employer under this
Section becomes effective on the date of delivery of such election to
Employer or on such other date as Employee in his sole discretion specifies
(the "Effective Date"). At the Effective Date, in addition to any other
amounts which may be payable to Employee outside of this Agreement, the
unpaid portion of Employee's annual salary and
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bonus as defined in section 2 of this Agreement, (Whether or not the same has
accrued) will become immediately due and payable and Employee is not required
to mitigate his damages.
7. LEGAL FEES. Bank agrees to reimburse Employee for any and all
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legal fees and expenses incurred by Employee in connection with the Agreement
and the transaction contemplated hereby and/or in connection with any action
or proceeding initiated by Bank or Employee with respect to any of the terms
and conditions of this Agreement, whether or not any such action or proceeding
is decided favorably to Employee and whether or not this Agreement has been
terminated.
8. CONFIDENTIALITY. Employee agrees to maintain strict
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confidentiality with respect to the terms of this Agreement and agrees not
to reveal said terms to any other person or firm, except that Employee may
reveal said terms to his legal or tax advisor.
9. INVALIDITY. The invalidity or unenforceability of any particular
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portion of this Agreement shall not affect the other provisions. If an
element or restriction of this Agreement is found by a court of law to be
unreasonable or unenforceable as written, the other elements or restrictions
contained in this Agreement shall be fully enforceable in accordance with
their terms, and the unreasonable provisions shall be deemed to be revised
and enforceable to the maximum extent found to be reasonable or enforceable
and a court is authorized to do so.
10. CONSTRUCTION. This Agreement shall be construed in accordance
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with and governed by the laws of the State of Missouri, regardless of any
choice of law or conflict of law principles. This Agreement contains the
entire understanding of the parties hereto relating to the subject matter of
such Employee's employment by Employer and no modification, changes or
revisions can occur unless executed by both parties in writing. Any manuals,
handbooks, or written or unwritten policies or practices shall not constitute
part of this contract, and Employer
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reserves the right to change them at any time without notice and without
liability in its sole discretion.
11. BINDING EFFECT. This Agreement shall inure to the benefit of and
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be binding upon the Parties hereto, their successors and assigns. Provided,
however, Employee's rights under this Agreement shall not be assignable, nor
shall Employee's obligations be delegable. The waiver by Employer of a breach
or violation of any provisions of this Agreement shall not operate as or be
construed to be a waiver of any subsequent breach hereof.
IN WITNESS WHEREOF, the undersigned represent they have the
authority to and hereby enter into this Agreement.
SOUTHSIDE BANCSHARES CORP.
By /s/ Xxxxxx X. Xxxxxxxx 4/27/01
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President DATE
/s/ Xxxxxx X. Xxxx 4/27/01
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XXXXXX X. XXXX DATE
