EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is by and between SNB
Bancshares, Inc., a Texas corporation (the "Company"), and Xxxxxx X. Xxxx, an
individual residing in Fort Bend County, Texas (the "Employee"), effective as of
July 20, 2004 (the "Effective Date").
WITNESSETH:
In consideration of the mutual covenants and agreements contained in
this Agreement, the parties agree as follows:
1. Employment. On the terms and subject to the conditions of this
Agreement, the Company hereby employs Employee, and engages the services of the
Employee to serve as President and Chief Executive Officer ("CEO") of Southern
National Bank of Texas (the "Bank") and President and CEO of the Company
(collectively referred to as the "Offices"), and Employee hereby accepts
employment with the Bank and the Company according to the terms set forth in
this Agreement.
2. Duties. Employee is hereby employed and shall work at the
location of the Company or at such other place or places as may be directed by
the Company. The Employee shall have the position (including status, offices,
titles and reporting requirements), authority, duties and responsibilities
usually associated with the Offices of a company having assets similar in nature
and value to the assets of the Company.
3. Compensation and Benefits. The compensation and other benefits
payable to Employee shall include, in addition to any further benefits or
compensation as later approved by the Board of Directors of the Company, the
following:
3.1 Salary. The Company will pay to Employee an annual
salary of $242,021, subject to annual increases as determined by the Board of
Directors of the Company or the Compensation Committee. The Employee's annual
salary shall be payable in accordance with the Company's customary policies,
subject to payroll and withholding deductions as may be required by law and
other deductions applied generally to employees of the Company for insurance or
other employee benefit plans.
3.2 Bonuses. Employee shall be eligible for any bonus
that may be associated with similarly situated officers, including but not
limited to an annual bonus of up to 100% of his annual salary, based upon
performance objectives as determined by the Compensation Committee, and the
Company's performance evaluated against those performance objectives.
3.3 Expenses. Employee shall be reimbursed for any and
all reasonable costs and expenses incurred by Employee in performance of his
services and duties as specified in this Agreement or incurred by Employee on
behalf of, or in furtherance of the business of, the Company including, but not
limited to, professional dues and fees, and business expenses incurred in
connection with travel and entertainment; provided, however, that Employee shall
submit to the Company supporting receipts and information satisfactory to the
Company with respect to such reasonable costs and expenses.
3.4 Other Benefits. During the term of Employee's
employment, he shall be entitled to: (i) receive health insurance benefits with
the same coverages and deductibles as applicable to other senior executive
officers; (ii) participate in the Company's other benefit plans such as 401k
plans, disability plans, vacation and sick leave, and other benefits which are
now or may be available to all other executive employees of the Company; (iii)
an automobile allowance; and (iv) membership at a local country club.
4. Confidential Information.
4.1 Confidential Information Defined. As used herein,
"Confidential Information" means all technical and business information
(including financial statements and related books and records, personnel
records, customer lists, arrangements with customers and suppliers, manuals and
reports) of the Company and the Bank (whether such information is owned by,
licensed to or otherwise possessed by the Company or the Bank), whether
patentable or not, which is of a confidential, trade secret and/or proprietary
character and which is either developed by Employee (alone or with others) or to
which Employee has had access during his employment. "Confidential Information"
shall include, but is not limited to, information of a technical or business
nature such as ideas, discoveries, inventions, improvements, trade secrets,
know-how, manufacturing processes, specifications, writings and other works of
authorship, computer programs, financial figures and reports, marketing plans,
customer lists and data, and/or business plans or data which relate to the
actual or anticipated business of the Company or any affiliate or its actual or
anticipated areas of research and development. "Confidential Information" shall
also include, but is not limited to, confidential evaluations of, and the
confidential use or non-use by Company or any affiliate of, technical or
business information in the public domain, as well as the confidential, trade
secret and proprietary information of third parties with whom the Company or any
affiliate has a business relationship.
4.2 Employee's Restrictions. Employee shall, both during
and after his employment with the Company, protect and maintain the
confidential, trade secret and/or proprietary character of all Confidential
Information. Employee shall not, during or after termination of his employment,
directly or indirectly, disclose any Confidential Information, for so long as it
shall remain proprietary or protectible as confidential or trade secret
information, except as may be necessary for the performance of his duties under
this Agreement. Employee shall deliver promptly to the Company, at the
termination of his employment or at any other time at the Company's request,
without retaining any copies, all documents and other material in his possession
relating, directly or indirectly, to any Confidential Information.
5. Covenant Not to Compete. Immediately upon the Effective Date
of this Agreement, the Company shall provide Employee with Confidential
Information relating to the business of the Bank and the Company, and shall
continue to provide Employee with ever changing Confidential Information
regarding customers, methodologies and business strategies. Employee also will
have immediate access to, or knowledge of, Confidential Information of third
parties, such as actual and potential customers, suppliers, partners, joint
ventures, investors, and financing sources. In order to protect the Confidential
Information and in order to enforce Employee's agreement not to disclose
Confidential Information, Company and Employee agree to the non-competition
provisions set forth below:
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5.1 Covenant Not to Compete During Employment. Employee
shall, during the term of this Agreement, devote his entire time, attention,
energies and business efforts to his duties as an employee of the Company and to
the business of the Company. Employee shall not, during the term of this
Agreement, directly or indirectly, for and on behalf of himself or any person,
firm, partnership, corporation or other legal entity, own more than a five
percent share, manage, operate, control, make loans or advances to, guarantee
the obligations of, or participate in the ownership or management or operations
of or be employed by or otherwise engage in the operation of any business that
is in competition in any manner whatsoever with the business of the Company.
5.2 Post-Employment Covenant Not to Compete. Employee
agrees that for a period of thirty (30) months after the termination of
employment for "Good Reason - Change in Control" are defined herein
("Non-Competition Period"), Employee will not, except as an employee of Company,
in any capacity for Employee or others, directly or indirectly:
(a) compete or engage, anywhere in the
geographic area comprised of Houston, Texas and the fifty (50)
mile radius surrounding Houston, Texas, as well as a fifty
(50) mile radius of any banking center (branch) of the
Company, (collectively referred to herein as the "Market
Area") in a business similar to that of Company, or compete or
engage in that type of business which Company has plans to
engage in, or any business which Company has engaged in during
the preceding twelve (12) month period if within the
twenty-four (24) months before the termination of Employee's
employment, Employee had access or potential access to
information regarding the proposed plans or the business in
which Company engaged;
(b) take any action to invest in, own, manage,
operate, control, participate in, be employed or engaged by or
be connected in any manner with any partnership, corporation
or other business or entity engaging in a business similar to
that of Company anywhere within the Market Area.
Notwithstanding the foregoing, the Employee is permitted
hereunder to own, directly or indirectly, up to five percent
(5%) of the issued and outstanding securities of any financial
institution conducting business in the Market Area;
(c) call on, service or solicit competing
business from customers or prospective customers of Company
if, within the twelve (12) months before the termination of
Employee's employment, Employee had or made contact with the
customer, or had access to information and files about the
customer; or
(d) call on, solicit or induce any employee of
Company whom Employee had contact with, knowledge of, or
association with in the course of employment with Company to
terminate employment from Company.
5.3 Propriety of Non-Compete Covenant. The parties to
this Agreement hereby agree that the non-competition provisions set forth in
Sections 5.1 and 5.2 are ancillary to this Agreement, which is an otherwise
enforceable agreement. Employee agrees that Employee's work for Company's
competitor during the Non-Competition Period after termination of
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employment inevitably would lead to Employee's unauthorized use of Company's
Confidential Information, even if such use were unintentional. Because it would
be impossible, as a practical matter, to monitor, restrain, or police Employee's
use of such Confidential Information other than by Employee's not working for a
competitor, Employee agrees that restricting such employment as set forth in
this Agreement is the narrowest way to protect Company's interests, and the
narrowest way of enforcing Employee's consideration for the receipt of Company's
Confidential Information.
5.4 Early Resolution Conference. The parties are entering
into this Agreement with the understanding that this Agreement is clear and
enforceable. If Employee decides to contend that any restriction on activities
under this Agreement is not enforceable or does not apply to an activity
Employee intends to pursue, Employee first will notify the Board of Directors of
the Company in writing and meet with a Company representative at least fourteen
(14) days before engaging in any activity that foreseeably could fall within the
questioned restriction to discuss the resolution of such claims (an "Early
Resolution Conference"). Should the parties not resolve the dispute at the Early
Resolution Conference, the parties may pursue legal recourse.
5.5 Injunctive Relief. The Company and Employee
acknowledge and agree that breach of any of the covenants made by Employee in
this Agreement would cause irreparable injury to the Bank or the Company, which
could not sufficiently be remedied by monetary damages; and, therefore, that the
Bank and the Company shall be entitled to obtain such equitable relief as
declaratory judgments; temporary, preliminary and permanent injunctions, without
posting of any bond, and order of specific performance to enforce those
covenants or to prohibit any act or omission that constitutes a breach thereof.
If the Bank or the Company must bring suit to enforce this Agreement, it shall
be entitled to recover its attorneys' fees and costs related thereto.
5.6 Tolling of Non-Competition Period. In the event that
the Bank or the Company shall file a lawsuit in any Court of competent
jurisdiction alleging a breach of any of Employee's obligations under this
Agreement, then any time period set forth in this Agreement, including the
Non-Competition Period, shall be deemed tolled as of the time such lawsuit is
filed and shall remain tolled until such dispute finally is resolved either by
written settlement agreement resolving all claims raised in such lawsuit or by
entry of a final judgment in such lawsuit and the final resolution of any
post-judgment appellate proceedings.
6. Term and Termination.
6.1 Term. The term of this Agreement shall be for a three
(3) year period ("Term") commencing on the Effective Date and shall
automatically be renewed for successive three (3) year periods upon its
expiration, unless written notice is provided by either party to the other on or
prior to thirty (30) days before the expiration of the then-current Term.
Notwithstanding the foregoing, in the event of a Change in Control of the
Company at any time during the Term, this Agreement shall be extended
automatically with no further action on the part of the Employee or the Company
(or its successor) for a period of three (3) years from the date of consummation
of the Change of Control.
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6.2 Termination of Agreement. Except as may otherwise be
provided herein, this Agreement may terminate prior to the end of the
then-current Term upon the occurrence of:
(a) Thirty (30) days written notice of
termination given by either party to the other; or
(b) Employee's death or, at the Company's
option, upon Employee's becoming Disabled. As used herein, "Disabled" shall have
the same meaning as being disabled under the SNB Bancshares, Inc. 2002 Stock
Option Plan.
6.3 Notice of Termination. Any notice of termination
given by Employee to the Company shall specify whether such termination is made
with or without Good Reason-Change in Control, as defined in Section 8.2 hereof.
Any notice of termination given by the Company to Employee above shall specify
whether such termination is with or without Cause, as defined in Section 8.1
hereof.
6.4 Obligations of the Bank Upon Termination. Upon
termination of Employee's employment for any reason, whether by Employee or by
the Company, this Agreement shall terminate without further obligations to
Employee, other than those obligations specifically provided in Sections 7.1 or
7.2, if applicable, or those obligations owing or accrued to, vested in, or
earned by Employee through the date of termination (collectively referred to as
the "Accrued Obligations"), including, but not limited to:
(a) to the extent not theretofore paid,
Employee's annual salary in effect at the time of such termination through the
date of termination and any accrued vacation pay not yet paid by the Company;
and
(b) in the case of compensation previously
deferred by Employee, all amounts previously deferred (together with any accrued
interest thereon) and not yet paid by the Bank; and
(c) all other amounts or benefits owing or
accrued to, vested in, earned by Employee through the date of termination under
the then existing or applicable plans, programs, arrangements, and policies of
Company.
The obligations owing or earned by Employee through the date
of termination described in clause (a) above shall be paid by the Company to
Employee (or Employee's legal representatives, in the case of his death or
disability), as soon as practicable, but within the time required by statute.
The aggregate amount of any other obligations owing or accrued to, vested in, or
earned by Employee through the date of termination shall be paid by the Company
to Employee (or Employee's legal representatives, in the case of his death or
disability), in one lump sum within thirty (30) days after the date of
termination.
Notwithstanding any provision in the Agreement to the
contrary, with respect to any stock options or other plans or programs in which
the Employee is participating at the time of termination of his employment, the
Employee's rights and benefits under each such plan shall be determined in
accordance with the terms, conditions, and limitations of the plan and any
separate agreement executed by the Employee which may then be in effect.
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7. Additional Obligations of the Bank Upon Termination.
7.1 Good Reason-Change in Control; Other than for Cause
Before or After a Change in Control. If Employee terminates this Agreement with
Good Reason-Change in Control as defined in Section 8.2 hereof, or if the
Company terminates this Agreement without Cause six (6) months before or twelve
(12) months after the occurrence of a Change in Control as defined in Section
8.3 hereof, the Company shall pay to Employee a lump sum cash amount, within
thirty (30) days after the date of termination, equal to three (3) times
Employee's annual base salary at the highest rate earned by him at any time
during the twelve (12) months immediately preceding the date of termination,
plus any bonus payments made to Employee in the previous twelve (12) months;
provided, however, that such payment shall be limited to an amount that, when
added to all other amounts to be received by Employee from the Company that
could constitute "parachute payments" (as defined in Section 280G(b)(2) of the
Internal Revenue Code of 1986, as amended) (the "Code"), shall not exceed one
dollar ($1.00) less than three (3) times Executive's base amount (as defined in
Section 280G of the Code), so that no portion of such amount shall constitute a
non-deductible payment under Section 280G of the Code. Employee shall also
receive continued healthcare coverage to the same extent that Employee elected
during employment, with all premiums paid for by the Company, for a period of
three (3) years, or until Employee is entitled to health care coverage through
Medicare or subsequent employment, whichever period is shortest.
7.2 Termination without Cause, Unrelated to a Change in
Control. If the Company terminates the Agreement without cause, and such
termination does not occur within six (6) months before or twelve (12) months
after a Change in Control, as defined in Section 7.6 below, the Company shall
pay to the Employee a lump sum cash amount, within thirty (30) days after the
date of termination, equal to three (3) times Employee's annual base salary at
the highest rate earned by him at any time during the twelve (12) months
immediately preceding the date of termination, plus any bonus payments made to
Employee in the previous twelve (12) months. Employee shall also receive
continued health (medical and dental) coverage to the same extent that Employee
elected during employment, with all premiums paid for by the Company, for a
period of three (3) years, or until Employee is entitled to health care coverage
through Medicare or subsequent employment, whichever period is shortest.
8. Definitions of "Cause," "Good Reason-Change in Control" and
"Change in Control."
8.1 Cause. As used in this Agreement, the term "Cause"
means (i) willful misconduct by Employee in the course of his employment, (ii)
the gross neglect by Employee of his duties as an employee, officer or director
of the Company which continues for more than thirty (30) days after written
notice from the Company to Employee specifically identifying the gross
negligence of Employee and directing Employee to discontinue same, (iii) the
commission by Employee of an act, other than an act taken in good faith within
the course and scope of Employee's employment, which is directly detrimental to
the Bank or Company and which act exposes the Company to material liability,
(iv) a breach of any duty owed to the Company including, but not limited to, the
duties of loyalty and confidentiality that is injurious to the Company; or (v)
conviction of, or a plea of guilty or no contest to any felony or any
misdemeanor involving active and willful fraud or moral turpitude.
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8.2 Good Reason-Change in Control. As used in this
Agreement, the term "Good Reason-Change in Control" means a determination by
Employee, within twelve (12) months following the occurrence of a Change in
Control, that any one or more of the following events has occurred:
(a) the assignment by the Company or the Bank to
Employee of duties that are inconsistent with the Offices at the time of such
assignment, or the removal by the Company from Employee of those duties usually
appertaining to the Offices at the time of such removal; or
(b) a change by the Company or the Bank, without
Employee's prior written consent, in Employee's responsibilities to the Company
as such responsibilities existed at the time of the occurrence of such Change in
Control (or as such responsibilities may thereafter exist from time to time as a
result of changes in such responsibilities made with Employee's prior written
consent); or
(c) any removal of Employee from, or any failure
to appoint, elect or reelect Employee to the Offices, except in connection with
Employee's promotion to a higher office (if any) with the Company or with his
prior written consent; or
(d) the Company's direction that Employee
discontinue service (or not seek reelection or reappointment) as a director,
officer or member of any corporation or other entity of which Employee is a
director, officer or member at the time of the occurrence of such Change in
Control, except with his prior written consent; or
(e) the failure of the Company to continue to
provide Employee with office space, related facilities and support personnel
(including, but not limited to, administrative and secretarial assistance) that
are both commensurate with the Offices and Employee's responsibilities to and
positions with the Company at the time of the occurrence of such Change in
Control and not materially dissimilar to the office space, related facilities
and support personnel provided to other key executive officers of the Company;
or
(f) a reduction by the Company in the amount of
Employee's minimum salary specified in Sections 3.1 and 3.2 (or as subsequently
increased) and as in effect at the time of the occurrence of such Change in
Control, or a failure of the Company to pay such minimum annual salary to the
Employee at the time and in the manner specified in Sections 3.1 and 3.2 of this
Agreement; or
(g) Employee's principal office space or the
related facilities or support space or the related facilities or support
personnel referred to in paragraph (e) of this Section 8.2 cease to be located
within the Company's principal executive offices, or for a period of more than
45 consecutive days Employee is required by the Company to perform a majority of
his duties outside the Company's principal executive offices; or
(h) the relocation, without Employee's prior
written consent, of the Company's principal executive offices to a location
outside the market area in which such offices are located at the time of the
occurrence of such Change in Control; or
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(i) the failure of the Company to obtain the
assumption by any successor to the Bank or Company of the obligations imposed
upon the Company under this Agreement, as required by Section 14 of this
Agreement; or
(j) the employment of Employee under this
Agreement is terminated by the Company without Cause; or
(k) the Company notifies Employee of the
Company's intention not to observe or perform one or more of the obligations of
the Company under this Agreement; or
(l) the Company breaches any provision of this
Agreement.
8.3 Change in Control. As used in this Agreement, the
term "Change in Control" shall mean the occurrence with respect to the Company
or the Bank of any of the following events:
(a) any person, entity or group (within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), other than (i) the Bank or the Company (or one of
its subsidiaries); (ii) any employee benefit plan sponsored by the Bank or the
Company (or one of its subsidiaries); or (iii) any shareholder who owned five
percent (5%) of the Company's common stock or Class B Stock on December 31,
2003, shall become the beneficial owner (as such term is defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of 30% or more of
the outstanding shares of common stock or Class B Stock of the Company or 30% or
more of the combined voting power of the then outstanding securities of the
Company (as determined under paragraph (d) of Rule 13d-3 promulgated under the
Exchange Act, in the case of rights to acquire common stock or other
securities); or 30% or more of the outstanding shares of common stock of the
Bank or 30% or more of the combined voting power of the then outstanding
securities of the Bank;
(b) any person, entity or group (within the
meaning of Section 13(d) or 14(d) of the Exchange Act), other than (i) the Bank
or the Company (or one of its subsidiaries); (ii) any employee benefit plan
sponsored by the Bank or the Company (or one of its subsidiaries); or (iii) any
shareholder who owned five percent (5%) of the Company's common stock of Class B
Stock on December 31, 2003, shall purchase securities pursuant to a tender offer
or exchange offer to acquire any common stock of the Bank or the Company (or
securities convertible into common stock) for cash, securities or any other
consideration, provided that after consummation of the offer, the person, entity
or group in question is the beneficial owner (as such term is defined in Rule
13d-3 promulgated under the Exchange Act), directly or indirectly, of 20% or
more of the combined voting power of the then-outstanding securities of the Bank
or the Company (as determined under paragraph (d) of Rule 13d-3 promulgated
under the Exchange Act, in the case of rights to acquire common stock);
(c) the stockholders of the Bank or the Company
shall approve:
(i) any liquidation or dissolution of
the Bank or the Company:
(ii) any sale, lease, exchange or other
transfer (in one transaction or a
series of related transactions) of
all or
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substantially all the assets
of the Bank or the Company, other
than to an affiliate of the
Company, or
(iii) any merger, consolidation or
reorganization of the Bank or the
Parent:
(A) in which the Bank or the
Company is not the
continuing or surviving
corporation,
(B) pursuant to which shares of
common stock of the Bank or
the Company would be
converted into cash,
securities or other
property,
(C) with a corporation which
prior to such merger,
consolidation or
reorganization owned 20% or
more of the combined voting
power of the
then-outstanding securities
of the Bank or the Company,
or
(D) in which the Bank or the
Company will not survive as
an independent corporation;
(d) a recapitalization or other transaction or
series of related transactions occurs which results in a decrease by 40% or more
in the aggregate percentage ownership of the then outstanding common stock of
the Company or the Bank, or the combined voting power of the outstanding
securities of the Company or the Bank held by the shareholders of the Company or
Bank immediately prior to giving effect thereto (on a primary basis or on a
fully diluted basis after giving effect to the exercise of stock options and
warrants);
(e) either a majority of the directors of the
Company elected at the Company's annual stockholders meeting shall have been
nominated for election other than by or at the direction of the "incumbent
directors" of the Company, or the "incumbent directors" shall cease to
constitute a majority of the directors of the Company. The term "incumbent
director" shall mean any director who was a director of the Company on June 15,
2004 and any individual who becomes a director of the Company subsequent to June
15, 2004 and who is elected or nominated by or at the direction of at least
two-thirds of the then incumbent directors; or
(f) any other event or circumstance which is not
covered by the foregoing subsections but which the Board of Directors of the
Company determines to affect control of the Company and with respect to which
the Board of Directors adopts a resolution that the event or circumstance
constitutes a Change in Control for purposes of the Agreement.
9. Notices. Any notice under this Agreement must be in writing
and may be given by certified or registered mail, postage prepaid, addressed to
the party or parties to be notified with return receipt requested, or by
delivering the notice in person. For purposes of notice, the address of Employee
or any administrator, executor or legal representative of Employee or his
estate, as the case may be, shall be the last address of the Employee on the
records of the Company. Notice to the Company shall be as follows: SNB
Bancshares, Inc., 00000 Xxxxxxxxx
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Xxxxxxx, Xxxxx Xxxx, Xxxxx 00000, attn: Chairman of the Board of Directors, with
a copy to the Secretary of Company at the foregoing address.
10. Controlling Law. This Agreement shall be governed by the laws
of the State of Texas.
11. Entire Agreement. This Agreement contains the entire agreement
of the parties and may only be amended in writing signed by both parties;
provided, that no amendment to this Agreement shall be effective unless
authorized by resolution of the Board of Directors and signed on behalf of the
Company by a duly authorized officer of the Company other than Employee.
12. Remedies, Modification and Separability. Employee and the
Company agree that Employee's breach of Sections 4 and 5 of this Agreement will
result in irreparable harm to the Company, that no adequate remedy at law is
available, and that the Company shall be entitled to injunctive relief; however,
nothing herein shall prevent the Company from pursuing any other remedies at law
or at equity available to the Company. Should a court of competent jurisdiction
declare any of the covenants set forth in Sections 4 or 5 unenforceable, the
court shall be empowered to modify or reform such covenants so as to provide
relief reasonably necessary to protect the interests of the Company and Employee
and to award injunctive relief, or damages, or both, to which the Company may be
entitled. If any provision of this Agreement is declared by a court of last
resort to be invalid, the Company and Employee agree that such declaration shall
not affect the validity of the other provisions of this Agreement. If any
provision of this Agreement is capable of two constructions, one of which would
render the provision void and the other of which would render the provision
valid, then the provision shall have the construction which renders it valid.
13. Preservation of Business; Fiduciary Responsibility. Employee
shall use his best efforts to preserve the business and organization of the
Company, to keep available to the Company the services of its present employees
and to preserve the business relations of the Company with suppliers,
distributors, customers and others. Employee shall observe and fulfill proper
standards of fiduciary responsibility attendant upon his Offices.
14. Assignments. This Agreement is personal to Employee and
without the prior written consent of the Company shall not be assignable by
Employee other than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by Employee's legal
representatives and heirs. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns. The Company shall
require any corporation, entity, individual or other person who is the successor
(whether direct or indirect, by purchase, merger, consolidation, reorganization
or otherwise) to all or substantially all of the business or assets of the
Company or the Bank to expressly assume and agree to perform, by a written
agreement in form and substance satisfactory to Employee, all of the obligations
of the Company under this Agreement. As used in this Agreement, the term
"Company" shall mean the Company as hereinbefore defined and any successor to
its business and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, written agreement, or otherwise.
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15. Waiver of Breach. The waiver by the Company of a breach of any
provision of this Agreement by Employee shall not operate or be construed as a
waiver by the Company of any subsequent breach of Employee; and the waiver by
the Employee of a breach of any provision of this Agreement by the Company shall
not operate or be construed as a waiver by the Employee of any subsequent breach
of the Company.
16. Revocation of Previous Employment Agreements. Any and all
previous employment agreements existing between the Company and Employee are
revoked and canceled.
17. Headings. The section headings in this Agreement are for
convenience of reference and shall not be used in the interpretation or
construction of this Agreement.
18. Attorney's Fees. In the event Company or Employee breaches any
term or provision of this Agreement and the other party employs an attorney or
attorneys to enforce the terms of this Agreement, then the breaching or
defaulting party agrees to pay the other party the reasonable attorney's fees
and costs incurred to enforce this Agreement.
19. Execution. This Agreement may be executed in multiple
counterparts each of which shall be deemed an original and all of which shall
constitute one instrument.
[SIGNATURE PAGE FOLLOWS]
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Employee acknowledges that he has read this Agreement and understands that
signing this Agreement is a condition of employment.
IN WITNESS WHEREOF, this Agreement is executed as of the 20th day of
July, 2004.
SNB BANCSHARES, INC.,
/s/ Xxxxxx X. Xxxx
--------------------- By: /s/ Caralisa Xxxxx
XXXXXX X. XXXX -------------------------------------
Name: Xxxxxxxx Xxxxx
------------------------------------
Title: Chairman of the Board
----------------------------------
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