EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of January 7, 1997, by and among REPUBLIC SECURITY BANK, a Florida state bank
(the "Bank"), and XXXXX X. XXXX ("Executive").
W I T N E S S E T H:
WHEREAS, the Bank desires to employ Executive upon the terms and
conditions set forth herein and is willing to agree to the employment terms and
conditions set forth herein, but only on the condition that Executive agrees to
enter into the non-competition, non- disclosure and non-solicitation covenants
contained herein; and
WHEREAS, Executive desires to be employed by the Bank upon the terms
and conditions set forth herein, including such non-competition, non-disclosure
and non- solicitation covenants, and has negotiated with the Bank for the
compensation, benefits and conditions set forth herein; and
WHEREAS, Executive is a key executive, director and a shareholder of
Family Bank and such non-competition, non-disclosure and non-solicitation
covenants are given in connection with, and as a precondition to, the merger of
Family Bank into the Bank;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. EMPLOYMENT. This Agreement shall be effective as of the date of (the
"Effective Date"), and only in the event of, the merger of Family Bank into
Republic Bank pursuant to the Agreement and Plan of Merger of even date
herewith. Subject to the terms and upon the conditions set forth herein, the
Bank agrees to employ Executive, and Executive accepts and agrees to such
employment, as of the Effective Date, in the capacity and for the term of
employment specified herein.
2. SCOPE OF EMPLOYMENT. Executive shall be employed as Chairman of the
Board, Broward County by the Bank which such title shall be mutully agreed to.
As such, Executive shall be responsible to assist in the maintenance of existing
and the development of new deposit and loan customers for the Bank in Broward
County. He shall also assist with the collection of any problem assets about
which Executive is familiar. He shall also have such other responsibilities,
duties and authority as he and the President of the Bank may from time to time
mutually determine.
Executive, in his capacity as an employee, shall at all times be
subject to the direction and control of the President and Board of Directors of
the Bank, and all acts of Executive in
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the performance of his duties hereunder shall be carried out in conformity with
reasonable policies, directions and limitations as from time to time established
by the President or Board of Directors.
3. COMPENSATION. During the initial term of employment, the Bank shall
pay Executive a monthly salary of $7,916.67 (or such other periodic payment as
agreed by the parties). Executive will serve as a consultant to the Bank during
the year that shall succeed the initial term of employment for compensation of
Five Thousand Dollars ($5,000.00) per month. Such consultation shall not require
more than twenty (20) hours of services in any one (1) month, and shall be at
such times and location as agreed to by the mutual consent of Executive and the
Bank.
4. BENEFITS. During the initial term of employment, the Bank shall provide
Executive, at its expense, with such medical and dental benefits as shall be
available to executive officers of the Bank, excluding the President, from time
to time.
(a) Executive shall be entitled to receive the benefit of a
$50,000.00 disability insurance policy on his life at the expense of the Bank,
or receive reimbursement for the premiums paid by Executive on his own
disability insurance policies not to exceed $50,000.00 on an annual basis, and
shall receive the following additional benefits:
(b) The Bank shall furnish a recent model automobile to
Executive and shall pay his automobile insurance, gasoline and maintenance and
repair expenses.
(c) In addition, during the initial term of employment,
Executive shall be entitled to similar benefits as those paid by the Bank to the
Executive Officers of the Bank, excluding the right to be a participant in any
retirement plan or retirement benefit.
5. REIMBURSEMENT OF EXPENSES. The Bank shall promptly reimburse Executive
for all reasonable and ordinary expenses incurred by him in the performance of
his duties hereunder, provided that Executive accounts to the Bank therefor in
the manner prescribed by the Bank.
6. TERM OF EMPLOYMENT. The initial term of employment shall commence on
the Effective Date and shall continue for the greater of (a) one (1) year
thereafter; and (b) or until December 31, 1998. In addition, Executive shall
serve as a consultant during the twelve (12) months beginning after termination
of the initial employment period. Executive's term of employment shall be in
accordance with the above or shall terminate earlier on the first to occur of
the following events:
(a) Executive's resignation. Executive agrees to provide the Bank written
notice at least thirty (30) days in advance of the effective date of
resignation.
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(b) Executive's death or disability. "Disability" shall mean
such physical or mental incapacity which renders Executive incapable of fully
performing his duties pursuant to this Agreement for a continuous period of
ninety (90) days.
(c) Termination of employment by the Bank for Cause.
(d) Termination of employment by the Bank without Cause.
"Cause" as used in this Agreement shall mean:
(i) gross negligence or willful misconduct by
Executive in connection with his
employment hereunder or the business of
the Bank;
(ii) Executive's misappropriation of the Bank's
assets or property;
(iii) Executive's conviction of, or plea of guilty
to, a crime involving fraud or any felony;
or
(iv) Executive's failure to comply with any
material term, covenant or condition
contained herein.
7. RIGHTS OF EXECUTIVE UPON TERMINATION. Executive shall not be entitled to
any compensation or benefits upon any termination of this Agreement except to
the extent provided in this Section 7.
In the event of termination by the Bank without Cause prior to December
31, 1998, the Bank shall pay Executive, and Executive agrees to accept from the
Bank, as Executive's sole and exclusive remedy for termination, the unpaid
compensation, including the fair market value of any benefits to be received
hereunder which would have been earned under the provisions of Sections 3 and 4
of this Agreement over the remaining initial term of employment.
In the event of termination of employment hereunder for any reason
other than termination by the Bank without Cause, Executive shall receive only
the compensation accrued through the date of termination.
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8. NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION. In consideration
of the Bank entering into this Agreement, Executive agrees to each of the
following covenants:
(a) Non-Competition. During the Term, Executive agrees not to
engage, directly or indirectly, in any aspect of the financial institutions
business, including for state, national or foreign banks, state or federal
savings associations, credit unions, mortgage or loan companies or any other
entity in the business of making or acquiring loans or taking deposits (the
"Banking Business"), whether as shareholder, partner, director, employee, agent,
consultant or otherwise. In the event of termination of Executive's employment
hereunder, other than termination by the Bank without Cause, Executive, until 24
months after the date of termination, agrees not to engage, directly or
indirectly, in the Banking Business in any capacity in Broward County, Florida.
(b) Non-Disclosure. Executive agrees to (i) hold all trade
secrets and other confidential or proprietary information of the Bank, including
the names and circumstances of loan and deposit customers of the Bank, in trust
and confidence for the Bank and shall not use or disclose any such information
except in connection with the business of the Bank, and (ii) be liable for
damages incurred by the Bank as a result of disclosure of any such information
by Executive (without the prior written consent of the President) for any
purpose other than the business of the Bank, either during his employment or at
any time after termination of his employment with the Bank for any reason
whatsoever (including without Cause). Notwithstanding the foregoing, Executive
may disclose any such information to the extent such disclosure is compelled by
applicable law, judicial decree, government regulations or to the extent such
information becomes publicly available other than by unauthorized disclosure by
Executive.
(c) Non-Solicitation. For a period of twenty-four (24) months
after the Term, Executive agrees not, directly or indirectly, on behalf of any
trade or business, to aid or endeavor to solicit, induce or recommend any
employees of the Bank to leave their employment with the Bank.
(d) Covenants Not Exclusive. Executive agrees that the covenants set forth
in Sections 8(a), (b) and (c) are in addition to any rights the Bank may have in
law or at equity.
(e) No Adequate Remedy at Law. Executive acknowledges and
agrees that it may be impossible to measure in money the damages which the Bank
will suffer in the event Executive breaches any of the covenants in this Section
8. Therefore, if the Bank shall institute any action or proceeding to enforce
the provisions hereof, Executive hereby waives and agrees not to assert in any
such action or proceeding the claim or defense that the Bank has an adequate
remedy at law. The foregoing shall not prejudice the right of the Bank to
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require Executive to account for and pay over to the Bank the compensation,
profits, moneys, accruals or other benefits derived or received by Executive as
a result of any transaction constituting a breach of the covenants set forth in
this Section 8.
9. SEVERABILITY. Each provision hereof is severable from this
Agreement, and if one or more provisions hereof are declared invalid, the
remaining provisions shall nevertheless remain in full force and effect. If any
provision of this Agreement is so broad, in scope or duration or otherwise as to
be unenforceable, such provision shall be interpreted to be only so broad as is
enforceable.
10. OTHER AGREEMENTS. Executive agrees that, on the Effective Date, any
employment agreement, severance agreement or other oral or written agreement
regarding his compensation or benefits with Family Bank shall automatically
terminate without payment of any amount on account of such termination or of the
merger of Family Bank into the Bank. Executive represents and warrants that this
Agreement and the performance of Executive's obligations hereunder will not
conflict with, result in the breach of any provision of, or the termination of,
or constitute a default under, any agreement to which Executive is a party or by
which Executive is bound.
11. NOTICE. Any notice to be given hereunder shall be given in writing.
Notice shall be deemed to be given when delivered by hand to, or one (1)
business day after being delivered to an overnight courier service, addressed
to:
If to the Bank: REPUBLIC SECURITY BANK
Attn: Xxxx X. Xxxxxx, President
and Chairman of the Board
0000 Xxxxxxxx Xxxxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
If to Executive: Xxxxx X. Xxxx
000 Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
or to such other address as either party may give notice of to the other.
12. NO WAIVER. The failure to enforce at any time any of the provisions
of this Agreement, or to require at any time performance by the other party of
any of the provisions hereof, shall in no way be construed to be a waiver of
such provisions or to affect the validity of this Agreement, or any part hereof,
or the right of either party thereafter to enforce each and every such provision
in accordance with the terms of this Agreement.
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13. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties with respect to the subject matter hereof and supersedes any and all
prior understandings, agreements or correspondence between the parties. It may
not be amended or extended in any respect except by a writing signed by all
parties hereto.
14. GOVERNING LAW. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of Florida.
15. PREVAILING PARTY. In the event that any litigation or other dispute
arises to enforce or interpret any term or terms of this Agreement, the
prevailing party shall be entitled, in addition to any other damages or remedy,
to receive from the other party its reasonable attorneys' fees and costs.
16. ASSIGNMENT. Neither this Agreement nor any right, remedy, obligation or
liability arising hereunder or by reason hereof may be assigned or delegated by
either party without the prior written consent of the other party.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first above written.
REPUBLIC SECURITY BANK ("Bank")
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, President and
Chairman of the Board
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx ("Executive")
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