EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective as of January 1, 1998 ("Effective Date"),
by and between FIRST COMMUNITY BANK & TRUST ("Employer"), a bank organized and
existing under the laws of the State of Georgia, and XXXXXX X. XXXXXXX
("Xxxxxxx").
RECITALS
Employer and Xxxxxxx (collectively the "Parties") recite and declare:
X. Xxxxxxx serves as an employee at will for the Employer in the position
of Senior Vice President.
B. The Parties desire to commit to the following terms and conditions for
Xxxxxxx'x future employment.
For the reasons set forth above, and in consideration of the mutual
promises and agreements set forth in this Agreement, the Parties agree as
follows:
SECTION I
EMPLOYMENT
Employer hereby agrees to continue to employ Xxxxxxx as Senior Vice
President, and Xxxxxxx hereby accepts and agrees to such employment, subject to
the terms of this Agreement. During the term of his employment, Xxxxxxx shall
report directly to the President and Chief Executive Officer.
SECTION II
RESPONSIBILITIES
During the term of Xxxxxxx'x employment and subject to the terms of this
Agreement, Xxxxxxx shall have the responsibilities outlined in the position
description incorporated into this Agreement as Appendix A.
SECTION III
TERM OF AGREEMENT
The term of this Agreement shall commence January 1, 1998, and continue
for three (3) consecutive calendar years. Such term shall be automatically
renewed at the end of each calendar year unless terminated as provided in
Section VI of this Agreement.
SECTION IV
COMPENSATION OF XXXXXXX
Employer will compensate Xxxxxxx for his services rendered pursuant to this
Agreement as follows:
(a) BASE SALARY. Employer shall pay Xxxxxxx an annual base salary,
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payable bi-weekly, as stated on Appendix B attached to this Agreement.
Base Salary shall be reviewed and amended annually for salary
adjustments mutually agreed to between Xxxxxxx and Employer.
(b) EMPLOYEE BENEFITS. Xxxxxxx shall fully participate in the following
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employee benefits:
(1) MEDICAL, DENTAL AND GROUP TERM LIFE INSURANCE. Xxxxxxx shall
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participate fully in medical, dental and group term life
insurance provided by Employer to other employees.
(2) QUALIFIED RETIREMENT PLAN. Xxxxxxx shall participate fully in
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all tax qualified retirement plans provided by Employer to other
employees.
(3) DEFERRED COMPENSATION. Xxxxxxx shall be entitled to continued
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participation in the Executive Private Pension plan (EPP), to the
extent of the terms of the EPP Agreement previously entered into
by the Parties on April 1, 1997.
(4) INCENTIVE COMPENSATION. Xxxxxxx shall be entitled to additional
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annual cash compensation determined pursuant to a prearranged
formula applied to the attainment of set performance goals. The
details of the formula shall be approved annually by the Board of
Directors of Employer.
(5) STOCK OPTIONS. Xxxxxxx shall be entitled to continued
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participation in the 1994 Incentive Stock Option Plan with
options granted November 15, 1994 and November 21, 1995 and in
the 1997 Stock Option Plan executed April 1, 1997.
In addition, Employer shall grant to Xxxxxxx stock options for an
additional 5,000 shares of First Community Bancorp, Inc. The
exercise price shall be the most recent appraised value of the
stock and Xxxxxxx'x right to exercise the options shall vest pro
rata over five (5) years from date of grant. Details of this new
grant shall be finalized and documented as soon as reasonably
practical, but in no event later than ninety (90) days after the
execution of this Agreement.
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(6) VACATION, HOLIDAYS AND SICK PAY. Xxxxxxx shall be entitled to
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paid vacation, holidays, and to sick pay as defined in Employer's
written personnel policy available to all employees as updated
from time to time.
(7) COUNTRY CLUB DUES. Employer will pay Xxxxxxx'x dues to the
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Cartersville Country Club for the purpose of entertaining
customers and prospective customers.
SECTION V
CONFIDENTIALITY AND NONCOMPETITION
Except as required by law, Xxxxxxx agrees that he will not at any time
communicate or divulge to, or use for his benefit, or for the benefit of any
other person, firm, association, or corporation, any information concerning
Employer's business activities, including, without limitation, financial
projections and models, costs and sales data, marketing plans and programs,
customer lists, loans and deposit information, and methods of operations, or
other confidential matters possessed, owned or used by Employer that have been
or may be communicated to, acquired by, or learned of by him in the courts of or
as a result of his employment with Employer. All records, files, memoranda,
reports, loan lists, customer and depositor information, drawings, plans,
sketches, documents, equipment and other similar information relating to the
business of Employer, which Xxxxxxx shall develop, create, use, prepare, or come
into contact with shall remain the sole property of Employer, and shall be
returned to them not later than the termination of Xxxxxxx'x employment.
Nothing herein shall restrict Xxxxxxx'x use of his personal knowledge,
training, contacts, and experience as a banker in his business activities or in
any subsequent employment. Nevertheless, Xxxxxxx agrees that he shall not
directly or indirectly solicit, as a member of management or a loan or lending
officer, for a competitor of Employer (defined as any commercial bank, savings
institution or credit union doing business in Bartow County Georgia) any
individual or entity who was a customer of Employer during Xxxxxxx'x term of
employment hereunder or for three (3) years after his employment ends. The
parties agree that the term of this noncompetition provision is reasonable and
is in pari materia with the term of this contract. The provisions of this
paragraph shall survive the expiration or termination of this Agreement. All
references to Employer in this paragraph shall be deemed to include all parents,
subsidiaries, and other affiliates thereof.
In the event of an actual or threatened breach by Xxxxxxx of the provisions
of this Article V, Employer shall be entitled to an injunction restraining the
actions of Xxxxxxx and requiring compliance with such provisions. Injunctive
relief shall be in addition to, and no in lieu of, any other remedies which may
be available to Employer for such breach or threatened breach.
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SECTION VI
TERMINATION
(a) TERMINATION WITH CAUSE. Employer may terminate this Agreement for
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cause pursuant to notice in writing to Xxxxxxx, specifying such
cause with reasonable particularity. Xxxxxxx shall have ten (10)
days from receipt thereof in which to cure the act or omission
complained of, unless the act of omission of its very nature
cannot be cured. If no cure has been or can be effected within
the time allowed, this Agreement shall thereupon terminate.
For purposes hereof, "cause" shall be limited to:
(i) Any material act of self-dealing between Employer and
Xxxxxxx which is not disclosed in full to, and approved
by, the Board of Directors of Employer;
(ii) Deliberate falsification by Xxxxxxx of any records or
reports;
(iii) Fraud on the part of Xxxxxxx against the Employer or any
subsidiary of affiliate;
(iv) Alcohol or drug dependency on the part of Xxxxxxx;
(v) Theft, embezzlement, or misappropriation by Xxxxxxx of any
funds of Employer, or conviction of any felony
(vi) Execution of any document transferring, or creating any
material liens or encumbrance on, any material property of
Employer, not in the ordinary course of business, without
authorization of the Board of Directors of Employer; or
In the event of Xxxxxxx'x termination for cause, all compensation and
benefits due under this Agreement shall terminate 30 days from the effective
date of termination.
(b) TERMINATION BY XXXXXXX. Xxxxxxx may terminate this Agreement
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upon ninety (90) days written notice to the Board of Directors of
Employer. In such event, all compensation and benefits due under
this Agreement shall terminate on the effective date of
termination.
(c) TERMINATION BY DEATH. The Agreement shall automatically terminate
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upon the death of Xxxxxxx. In such event, all compensation and
benefits due under this Agreement shall terminate on Xxxxxxx'x
death.
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(d) TERMINATION BY RETIREMENT. This Agreement shall automatically
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terminate upon Xxxxxxx'x 65th birthday. In such event, all
compensation and benefits due under this Agreement shall terminate on
Xxxxxxx'x retirement.
(e) TERMINATION FOR DISABILITY. Employer may terminate this Agreement in
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the event that Xxxxxxx shall, during the term of this Agreement,
become permanently disabled as defined in this section. Such option
shall be exercised by Employer giving notice in writing to Xxxxxxx of
Employer's intention to terminate this Agreement on the last day of
the month in which the notice is so mailed, with the same force and
effect as if such last day of the month were the date originally set
forth in this Agreement as the termination date of this Agreement. In
such event, all compensation and benefits due under this Agreement
shall terminate on the date of termination.
For the purposes of this Agreement, Xxxxxxx shall be deemed to have
become permanently disabled, if, during any year of the term of this
Agreement, because of ill health, physical or mental incapacity he is
prevented from performing the minimum requirements of his position.
(f) EFFECT OF TERMINATION ON VESTED BENEFITs. Notwithstanding anything
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contained in this Agreement, Xxxxxxx'x termination of employment shall
not effect the Employer's liability for the payment of vested benefits
pursuant to individual contracts or state or federal law requiring the
payment of such benefits.
(g) RIGHTS OF BOARD OF DIRECTORS. Notwithstanding anything contained in
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this Agreement, the Employer's Board of Directors retains its
statutory right and obligation to remove Xxxxxxx from office at any
time, whenever in its judgment the best interests of the Employer will
be served thereby, without prejudice to any contractual right herein.
SECTION VII
AGREEMENTS OUTSIDE OF CONTRACT
This Agreement contains the complete agreement concerning the employment
arrangement between the Parties and shall, as of the effective date hereof,
supersede all other agreements between the Parties. The Parties stipulate that
neither of them has made any representation with respect to the subject matter
of this Agreement or any representations including the execution and delivery of
this Agreement except such representations as are specifically set forth in this
Agreement and each of the parties acknowledges that he or it has relied on its
own judgment in entering into this Agreement. The Parties further acknowledge
that any payments or representations that may have been made by either of them
to the other prior to the date of executing this
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Agreement are of no effect and that neither of them has relied thereon in
connection with his or its dealings with the other.
SECTION VIII
MODIFICATION OF AGREEMENT
Any modification of this Agreement or additional obligation assumed by
either Employer and Xxxxxxx in connection with this Agreement shall be binding
only if evidenced in writing signed by each them or an authorized representative
of each them.
SECTION IX
EFFECT OF PARTIAL INVALIDITY
The invalidity of any portion of this Agreement will not and shall not be
deemed to affect the validity of any other provision. In the event that any
provision of this Agreement is held to be invalid, the Parties agree that the
remaining provisions shall be deemed to be in full force and effect as if they
had been executed by both parties subsequent to elimination of the invalid
provision.
SECTION X
CHOICE OF LAW
It is the intention of the Parties that this Agreement and the performance
under this Agreement, and all suits and special proceedings under this
Agreement, be construed in accordance with and under and pursuant to the laws of
the State of Georgia and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with, or by any
reason of this Agreement, the laws of the State of Georgia shall be applicable
and shall govern to the exclusion of the law of the forum, without regard to the
jurisdiction in which any action or special proceeding may be instituted.
SECTION XI
NO WAIVER
The failure of either Employer or Xxxxxxx to insist upon the performance of
any of the terms and conditions of this Agreement, or the waiver of any breach
of any of the terms and conditions of this Agreement, shall not be construed as
thereafter waiving any such terms and conditions, but the same shall continue
and remain in full force and effect as if no such forbearance or waiver had
occurred.
SECTION XII
ATTORNEY FEES
In the event that any action is filed in relation to this Agreement, the
unsuccessful party in the action shall pay to the successful party, in addition
to all the sums that either party may be called on to pay, a reasonable sum for
the successful party's attorney's fees.
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SECTION XIII
PARAGRAPH HEADINGS
The title to the paragraphs of this Agreement are solely for the
convenience of the parties and shall not be used to explain, modify, simplify,
or aid in the interpretation of the provisions of this Agreement.
IN WITNESS WHEREOF, the Parties now duly execute this Agreement.
FIRST COMMUNITY BANK & TRUST
March 23, 1998 BY: /s/ J. Xxxxxx Xxxxxxxx
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DATE
AS ITS: President & CEO
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March 23, 1998 /s/ Xxxxxx X. Xxxxxxx
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DATE XXXXXX X. XXXXXXX
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APPENDIX B
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Annual base salary effective March 23, 1998 $70,000
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EMPLOYER
FIRST COMMUNITY BANK & TRUST
MARCH 23, 1998 BY: /s/ J. Xxxxxx Xxxxxxxx
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DATE
AS ITS: President & CEO
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XXXXXXX
MARCH 23, 1998 /s/ Xxxxxx X. Xxxxxxx
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DATE XXXXXX X. XXXXXXX
