EXECUTIVE EMPLOYMENT AGREEMENT MODIFICATION
Exhibit
10.2
EXECUTIVE
EMPLOYMENT AGREEMENT
MODIFICATION
This
EXECUTIVE
EMPLOYMENT AGREEMENT MODIFICATION ("Modification
Agreement") is made and entered into as of this 2nd day of October, 2007, by
and
between T Bancshares, Inc., a Texas corporation with its principal office
located at 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx (hereafter the
"Company"), and Xxxxxx X. Xxxxx, a resident of Texas (hereafter the
"Executive").
WHEREAS
,
the
Company and Executive entered into an Executive Employment Agreement, (the
“Original Agreement”) dated February 4, 2004 and effective November 4, 2004, and
WHEREAS
,
the
Company and Executive wish to modify certain terms of the Original Agreement,
and
WHEREAS
,
the
Company desires and intends to cause the Executive to continue to be employed
at
T Bank, N.A. as Plano Market President pursuant to the terms and conditions
set
forth in this Modification Agreement; and
WHEREAS
,
both
the Company and the Executive have read and understood the terms and provisions
set forth in the Original Agreement and this Modification Agreement, and have
been afforded a reasonable opportunity to review both agreements with their
respective legal counsel.
NOW,
THEREFORE ,
in
consideration of the mutual promises and covenants set forth in this Agreement,
the Executive and the Company agree to the following modifications to the
Original Agreement :
Section
A. DURATION
,
paragraphs one and two are herby deleted and replaced with the following:
A.
DURATION
1.
This
Agreement shall continue in full force and effect for a period beginning on
November 4, 2007 (the “Effective Date”) and ending November 4, 2008 (“Expiration
Date”), subject to paragraph two (2) below.
2.
Both
the
Bank and the Executive acknowledge and agree that the parties may agree to
continue the employment relationship upon such terms as they may mutually agree.
This Agreement shall automatically renew at the end of each one (1) year term
for an additional one (1) year term unless either party elects to terminate
this
Agreement by sending written notice of non-renewal at least thirty (30) days
prior to the Expiration Date. Both parties acknowledge and agree that, in the
event this Agreement does not renew, the employment of the Executive shall
automatically terminate on the Expiration Date without any additional liability
or obligation on the part of either party, except for the provisions of
Paragraphs 12, 13,16 and 18 which will survive the termination of this
Agreement.
Section
B. COMPENSATION
,
paragraph 3.a. is herby deleted and replaced with the following:
a.
During
the first year following the Effective Date, the Bank agrees to compensate
the
Executive on a salary basis of $150,000.00, payable semi-monthly in equal
amounts.
Section
B. COMPENSATION
,
paragraph 3. b. is herby deleted and replaced with the following:
b.
During
the term of this Agreement, it is anticipated that the Board of Directors of
the
Bank or a delegated committee thereof will adopt an incentive bonus plan related
to Executive’s cost center profitability. The Executive will be entitled to
participate in such plan. Executive shall also be entitled to participate in
any
benefit programs applicable to all employees of the Bank or to executive
employees of the Bank in accordance with Bank policy and the provisions of
said
benefit programs.
Section
B. Compensation, paragraph 3.c. is herby deleted in its entirety.
Section
C. RESPONSIBILITIES,
paragraph
8 and 9 are hereby deleted and replaced with the following:
8.
The
Executive acknowledges and agrees that he shall be employed as Plano Market
President of the Bank. The Executive covenants and agrees that he will
faithfully devote his best efforts and his primary focus to his positions with
the Bank.
9.
The
Executive acknowledges and agrees that the duties and responsibilities of the
Executive required by his position as Plano Market President are wholly within
the discretion of its Board of Directors and its Chief Operating Officer and
Chief Credit Officer, and may be modified, or new duties and responsibilities
imposed by the Bank's Board of Directors, at any time, without the approval
or
consent of the Executive. However, these new duties and responsibilities may
not
constitute immoral or unlawful acts. In addition, the new duties and
responsibilities must be consistent with the Executive's role as Plano Market
President.
Section
R. NOTICES
paragraph
44. is hereby deleted and replaced with the following:
44.
Any
and
all notices of documents or other notices required to be delivered under the
terms of this Agreement shall be addressed to each party as follows:
EXECUTIVE:
Xxxxxx
X.
Xxxxx
0000
Xxxxxxxxxx Xx
Xxxxx,
XX
00000
COMPANY:
Chief
Operating Officer
00000
Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx,
XX 00000
All
other
terms and provisions of the Original Agreement remain unchanged and in full
force and effect.
EXECUTED
ON THIS DATE FIRST WRITTEN ABOVE IN DALLAS, TEXAS.
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“EXECUTIVE
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/s/
Xxxxxxxx X. Xxxxxxx
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/s/
Xxxxxx X. Xxxxx
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WITNESS
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Xxxxxx
X. Xxxxx
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“COMPANY
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/s/
Xxxxxxx Xxxxxx
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/s/
Xxxxxxx Xxxxx
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WITNESS
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President
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