EXHIBIT 10.18
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 13th day of September, 2004, by and
among ALBANY BANK & TRUST, National Association (the "Bank"), a national bank;
COMMUNITY CAPITAL BANCSHARES, INC., a bank holding company incorporated under
the laws of the State of Georgia (the "Company") (collectively, the Bank and the
Company are referred to hereafter as the "Employer"), and XXXX X. XXXXXX, XX. a
resident of the State of Georgia (the "Employee").
RECITALS:
The Employer currently employs the Employee as Chief Credit Officer of
the Company and the Bank.
The Employer and the Employee desire to enter into an employment
agreement to set forth the terms and conditions of the Employee's employment.
In consideration of the above premises and the mutual agreements
hereinafter set forth, the parties hereby agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following terms and
their variant forms shall have the meaning set forth below:
1.1 "AFFILIATE" shall mean any business entity which controls the
Company, is controlled by or is under common control with the Company.
1.2 "AGREEMENT" shall mean this Agreement and any exhibits
incorporated herein together with any amendments hereto made in the manner
described in this Agreement.
1.3 "AREA" shall mean the geographic area within the boundaries of
Xxxxxxxxx and Xxx Counties, Georgia and Houston and Xxx Counties, Alabama. It is
the express intent of the parties that the Area as defined herein is the area
where the Employee performs services on behalf of the Employer under this
Agreement.
1.4 "BUSINESS OF THE EMPLOYER" shall mean the business conducted by
the Employer, which is commercial banking.
1.5 "CAUSE" shall mean:
1.5.1 With respect to termination by the Employer:
(a) A material breach of the terms of this Agreement
by the Employee, including, without limitation, failure by the
Employee to perform his duties and responsibilities in the
manner and to the extent required under this Agreement, which
remains uncured after the expiration of thirty (30) days
following the
delivery of written notice of such breach to the Employee by the
President of the Company and/or the Bank;
(b) Conduct by the Employee that amounts to fraud,
dishonesty or willful misconduct in the performance of his
duties and responsibilities hereunder;
(c) The conviction of the Employee of a felony;
(d) Conduct by the Employee that amounts to gross
and willful insubordination or inattention to his duties and
responsibilities hereunder; or
(e) The receipt of any form of notice, written or
otherwise, that any regulatory agency having jurisdiction over
the Employer intends to institute any form of formal or informal
regulatory action against the Employee or the Employer, provided
that the Board of Directors of either the Company or the Bank
determines in good faith that such action involves acts or
omissions by or under the supervision of the Employee or that
termination of the Employee could materially assist the Employer
in avoiding or reducing the restrictions or adverse effects to
the Employer related to the regulatory action.
1.5.2 With respect to termination by the Employee, a material
diminution in the powers, responsibilities or duties of the Employee
hereunder or a material breach of the terms of this Agreement by the
Employer, which remains uncured after the expiration of thirty (30) days
following the delivery of written notice of such breach to the Employer
by the Employee.
1.6 "CHANGE IN CONTROL" means any one of the following events:
(a) the acquisition by any person or persons acting
in concert of the then outstanding voting securities of either
the Bank or the Company, if, after the transaction, the
acquiring person (or persons) owns, controls or holds with power
to vote twenty-five percent (25%) or more of any class of voting
securities of either the Bank or the Company, as the case may
be, or such other transaction as may be described under 12
C.F.R. Section 225.41(c)(1) or any successor thereto;
(b) within any twelve-month period (beginning on or
after the Effective Date) the persons who were directors of
either the Bank or the Company immediately before the beginning
of such twelve-month period (the "Incumbent Directors") shall
cease to constitute at least a majority of such board of
directors; provided that any director who was not a director as
of the Effective Date shall be deemed to be an Incumbent
Director if that director was elected to such board of directors
by, or on the recommendation of or with the approval of, at
least two-thirds of the directors who then qualified as
Incumbent Directors; and provided further that no director whose
initial assumption of office is in connection with an actual or
threatened election contest relating to the election of
directors shall be deemed to be an Incumbent Director;
-2-
(c) the approval by the stockholders of either the
Bank or the Company of a reorganization, merger or
consolidation, with respect to which persons who were the
stockholders of the Bank or the Company, as the case may be,
immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than
fifty percent (50%) of the combined voting power entitled to
vote in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities; or
(d) the sale, transfer or assignment of all or
substantially all of the assets of the Company and its
subsidiaries to any third party.
1.7 "CONFIDENTIAL INFORMATION" means data and information relating
to the business of the Employer (which does not rise to the status of a Trade
Secret) which is or has been disclosed to the Employee or of which the Employee
became aware as a consequence of or through the Employee's relationship to the
Employer and which has value to the Employer and is not generally known to its
competitors. Confidential Information shall not include any data or information
that has been voluntarily disclosed to the public by the Employer (except where
such public disclosure has been made by the Employee without authorization) or
that has been independently developed and disclosed by others, or that otherwise
enters the public domain through lawful means.
1.8 "EFFECTIVE DATE" shall mean April 26, 2004.
1.9 "EMPLOYER INFORMATION" means Confidential Information and Trade
Secrets.
1.10 "INITIAL TERM" shall mean that period of time commencing on the
Effective Date and running until the earlier of the close of business on the
last business day immediately preceding the first anniversary of the Effective
Date or any termination of employment of the Employee under this Agreement as
provided for in Section 3.
1.11 "PERMANENT DISABILITY" shall mean the total inability of the
Employee to perform his duties under this Agreement for the duration of the
short-term disability period under the Employer's policy then in effect as
certified by a physician chosen by the Employer and reasonably acceptable to the
Employee.
1.12 "TERM" shall mean the Initial Term and all subsequent renewal
periods.
1.13 "TRADE SECRETS" means Employer information including, but not
limited to, technical or nontechnical data, formulas, patterns, compilations,
programs, devices, methods, techniques, drawings, processes, financial data,
financial plans, product plans or lists of actual or potential customers or
suppliers which (a) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use; and (b)
is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy.
-3-
2. DUTIES.
2.1 POSITION. The Employee is employed as Chief Credit Officer of
the Company and the Bank and, subject to the direction of the President of the
Company and the Bank, shall perform and discharge well and faithfully the duties
which may be assigned to him from time to time by the Company and the Bank in
connection with the conduct of its business. The duties and responsibilities of
the Employee are set forth on EXHIBIT A attached hereto.
2.2 FULL-TIME STATUS. In addition to the duties and responsibilities
specifically assigned to the Employee pursuant to Section 2.1 hereof, the
Employee shall: (a) devote substantially all of his time, energy and skill
during regular business hours to the performance of the duties of his employment
(reasonable vacations and reasonable absences due to illness excepted) and
faithfully and industriously perform such duties; (b) diligently follow and
implement all management policies and decisions communicated to him by the
President of the Company and the Bank; and (c) timely prepare and forward to the
President of the Company and the Bank all reports and accounting as may be
requested of the Employee.
2.3 PERMITTED ACTIVITIES. The Employee shall devote his entire
business time, attention and energies to the Business of the Employer and shall
not during the Term be engaged (whether or not during normal business hours) in
any other business or professional activity, whether or not such activity is
pursued for gain, profit or other pecuniary advantage; but this shall not be
construed as preventing the Employee from (a) investing his personal assets in
businesses which (subject to clause (b) below) are not in competition with the
Business of the Employer and which will not require any services on the part of
the Employee in their operation or affairs and in which his participation is
solely that of an investor, (b) purchasing securities in any corporation whose
securities are regularly traded provided that such purchase shall not result in
him collectively owning beneficially at any time five percent (5%) or more of
the equity securities of any business in competition with the Business of the
Employer; and (c) participating in civic and professional affairs and
organizations and conferences, preparing or publishing papers or books or
teaching so long as the President of the Company and the Bank approves of such
activities prior to the Employee's engaging in them.
3. TERM AND TERMINATION.
3.1 TERM. This Agreement shall remain in effect for the Term.
Commencing with the first day of the Initial Term, the Term shall renew each day
such that the Term remains a one-year term from day-to-day thereafter unless
either party gives written notice to the other of its or his intent that the
automatic renewals shall cease. In the event such notice of non-renewal is
properly given, this Agreement and the Term shall expire on the first
anniversary of the thirtieth (30th) day following the date such written notice
is received.
3.2 TERMINATION. During the Term, the employment of the Employee
under this Agreement may be terminated only as follows:
3.2.1 By the Employer:
-4-
(a) For Cause, upon written notice to the Employee
pursuant to Section 1.5.1 hereof, in which event the Employer
shall have no further obligation to the Employee except for the
payment of any amounts earned and unpaid under Section 4 on the
effective date of termination;
(b) Without Cause at any time, provided that the
Employer shall give the Employee thirty (30) days' prior written
notice of its intent to terminate, in which event the Employer
shall be required to continue to meet its obligations to the
Employee under Sections 4.1 and 4.2 for a period equal to twelve
(12) months following the effective date of termination and
under Section 4.4 to the extent provided in that Section; or
(c) Upon the Permanent Disability of Employee at any
time, provided that the Employer shall give the Employee thirty
(30) days' prior written notice of its intent to terminate, in
which event the Employer shall be required to continue to meet
its obligations to the Employee under Sections 4.1 and 4.2 for a
period of six (6) months following the effective date of
termination.
3.2.2 By the Employee:
(a) For Cause, provided that the Employee shall give
the Employer sixty (60) days' prior written notice of his intent
to terminate, in which event the Employer shall be required to
continue to meet its obligations to the Employee under Sections
4.1 and 4.2 for a period equal to twelve (12) months following
the effective date of termination and under Section 4.4 to the
extent provided in that Section;
(b) Without Cause, provided that the Employee shall
give the Employer sixty (60) days' prior written notice of his
intent to terminate, in which event the Employer shall have no
further obligation to the Employee except future payment of any
amounts earned and unpaid under Section 4 on the effective date
of the termination; or
(c) Upon the Permanent Disability of the Employee,
in which event the Employer shall be required to continue to
meet its obligation to the Employee under Sections 4.1 and 4.2
for six (6) months following the effective date of termination.
3.3 If, within twelve (12) months prior to or twenty-four (24)
months following a Change in Control, the Employee terminates his employment for
Cause or the Employer terminates the Employee's employment without Cause, the
Employer shall be required to pay the Employee in cash a lump sum payment in an
amount equal to two and one-half (2 1/2) multiplied by the sum of (a) the
average of the Employee's Base Salary paid over the immediately preceding three
(3) calendar years or, if less, over the Employee's entire employment history
with the Employer and (b) the average of the annual Incentive Compensation (as
defined below) paid over the immediately preceding three (3) calendar years or,
if less, over the Employee's entire employment history with the Employer, which
amount shall be paid to the Employee no later than ninety (90)
-5-
days following the effective date of termination. Notwithstanding any other
provision of this Agreement to the contrary, if the aggregate amount provided
for in this Agreement and the other payments and benefits which the Employee has
the right to receive from the Employer (the "Total Amount") would constitute a
"parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue
Code, the Total Amount shall be reduced so that it does not exceed an amount
equal to (i) 2.99 multiplied by (ii) the Employee's "base amount" for the "base
period," as such terms are defined under Section 280G of the Internal Revenue
Code. In the event the Total Amount is reduced by reason of this Section, the
Employee shall be entitled to determine which portion of the Total Amount is to
be reduced so that the Total Amount to be paid to the Employee, as so reduced,
satisfies the limitation described in the immediately preceding sentence.
3.4 TERMINATION BY AGREEMENT. At any time upon mutual, written
agreement of the parties, in which event the Employer shall have no further
obligation to the Employee except for the payment of any amounts earned and
unpaid under Section 4 on the effective date of termination unless otherwise set
forth in the written agreement.
3.5 TERMINATION DUE TO DEATH. Notwithstanding anything in this
Agreement to the contrary, the Term shall end automatically upon the Employee's
death, in which event the Employer shall be requested to continue obligation to
the Employee under Sections 4.1 and 4.2 for six (6) months following the
effective date of termination.
3.6 EFFECT OF TERMINATION. Termination of the employment of the
Employee pursuant to Section 3 shall be without prejudice to any right or claim
which may have previously accrued to either the Employer or the Employee
hereunder and shall not terminate, alter, supersede or otherwise affect the
terms and covenants and the rights and duties prescribed in this Agreement. Upon
termination of the Employee's employment, the Employer shall have no further
obligation to the Employee or the Employee's estate, except for payment of any
amounts earned and unpaid under Section 4 on the effective date of termination
and any payments set forth in Sections 3.2.1(b) or (c), Section 3.2.2(a) or (c);
Section 3.3 or Section 3.5, as applicable.
4. COMPENSATION. The Employee shall receive the following salary and
benefits:
4.1 BASE SALARY. During the Initial Term, the Employee shall be
compensated at a base rate of $108,000 annually (the "Base Salary"). The
Employee's Base Salary shall be reviewed by the President of the Bank annually,
and shall be adjusted annually by such amount, if any, as may be determined by
the President in his sole discretion. Base Salary shall be payable in accordance
with the Employer's normal payroll practices.
4.2 INCENTIVE COMPENSATION. Within ninety (90) days following the
end of each calendar year of the Employer's operations, the Employer shall pay
the Employee a cash bonus, if any, based upon satisfying criteria established by
the President of the Company and the Bank (in his sole discretion) and
communicated to the Employee in writing no later than April 1 of that calendar
year (the "Incentive Compensation").
4.3 STOCK OPTIONS. The Employee shall be eligible to receive stock
options as determined in the discretion of the Board of Directors of the
Company.
-6-
4.4 HEALTH INSURANCE.
(a) The Employee shall be entitled to participate in the
health insurance plan provided by the Employer for its employees. The
Employer will pay the full cost of the premiums under such plan for
health insurance coverage for the Employee.
(b) In the event of (i) termination by the Employee For
Cause (Section 3.2.2(a)), or (ii) termination by the Employee following
a Change of Control (Section 3.3), the Employer shall reimburse Employee
for the cost of premium payments paid by Employee to continue his then
existing health insurance as provided by the Employer for a period of
six (6) months following the date of termination of employment.
(c) In the event of termination by the Employer Without
Cause (Section 3.2.1(b)) or upon Permanent Disability (Section
3.2.1(c)), the Employer shall reimburse the Employee for the cost of
premium payments paid by Employer to continue his then existing health
insurance as provided by the Employer for a period of twelve (12) months
following the date of termination of employment.
4.5 BUSINESS EXPENSES; MEMBERSHIPS. The Employer specifically agrees
to reimburse the Employee for (a) reasonable business (including travel)
expenses incurred by him in the performance of his duties hereunder, as approved
from time to time by the President of the Company and the Bank, and (b) the dues
and business related expenditures, including initiation fees, associated with
membership in a single country club and a single civic association both as
selected by the Employee and in professional associations which are commensurate
with his position; provided, however, that the Employee shall, as a condition of
reimbursement, submit verification of the nature and amount of such expenses in
accordance with reimbursement policies from time to time adopted by the Employer
and in sufficient detail to comply with rules and regulations promulgated by the
Internal Revenue Service.
4.6 VACATION. On a non-cumulative basis the Employee shall be
entitled to four (4) weeks of vacation in each successive twelve-month period
during the Term, during which his compensation shall be paid in full. Employee
will endeavor to take at least two consecutive weeks each year for vacation,
with other vacation to be taken at the time the Employer determines appropriate,
taking into account the requirements of the Employer.
4.7 BENEFITS. In addition to the benefits specifically described
herein, the Employee shall be entitled to such benefits as may be available from
time to time for executives of the Employer similarly situated to the Employee.
All such benefits shall be awarded and administered in accordance with the
Employer's standard policies and practices. Such benefits may include, by way of
example only, profit-sharing plans, retirement or investment funds, dental,
health, life and disability insurance benefits and such other benefits as the
Employer deems appropriate. The Employer makes no representation to the Employee
regarding the taxability or nontaxability of any benefits provided under Section
4.
-7-
4.8 WITHHOLDING. The Employer may deduct from each payment of
compensation hereunder all amounts required to be deducted and withheld in
accordance with applicable federal and state income, FICA and other withholding
requirements.
5. EMPLOYER INFORMATION.
5.1 OWNERSHIP OF INFORMATION. All Employer Information received or
developed by the Employee while employed by the Employer will remain the sole
and exclusive property of the Employer.
5.2 OBLIGATIONS OF THE EMPLOYEE. The Employee agrees (a) to hold
Employer Information in strictest confidence, and (b) not to use, duplicate,
reproduce, distribute, disclose or otherwise disseminate Employer Information or
any physical embodiments thereof and may in no event take any action causing or
fail to take any action necessary in order to prevent any Employer Information
from losing its character or ceasing to qualify as Confidential Information or a
Trade Secret. In the event that the Employee is required by law to disclose any
Employer Information, the Employee will not make such disclosure unless (and
then only to the extent that) the Employee has been advised by independent legal
counsel that such disclosure is required by law and then only after prior
written notice is given to the Company when the Employee becomes aware that such
disclosure has been requested and is required by law. This Section 5 shall
survive for a period of six (6) months following termination of this Agreement
for any reason with respect to Confidential Information, and shall survive
termination of this Agreement for any reason for so long as is permitted by the
then-current Georgia Trade Secrets Act of 1990, O.C.G.A. xx.xx.
10-1-760-10-1-767, with respect to Trade Secrets.
5.3 DELIVERY UPON REQUEST OR TERMINATION. Upon request by the
Employer, and in any event upon termination of his employment with the Employer,
the Employee will promptly deliver to the Employer all property belonging to the
Employer, including, without limitation, all Employer Information then in his
possession or control.
6. NON-COMPETITION. The Employee agrees that during his employment by the
Employer hereunder and, in the event of his termination by the Employer with
Cause pursuant to Section 3.2.1(a), by the Employee without Cause pursuant to
Section 3.2.2(b) or by the Employee in connection with a Change in Control
pursuant to Section 3.3, for a period of twelve (12) months thereafter, he will
not (except on behalf of or with the prior written consent of the Employer),
within the Area, either directly or indirectly, on his own behalf or in the
service or on behalf of others, as a principal, partner, officer, director,
manager, supervisor, administrator, consultant, executive employee or in any
other capacity which involves duties and responsibilities similar to those
undertaken for the Employer, or engage in any business which is the same as or
essentially the same as the Business of the Employer.
7. NON-SOLICITATION OF CUSTOMERS. The Employee agrees that during his
employment by the Employer hereunder and, in the event of his termination by the
Employer with Cause pursuant to Section 3.2.1(a), by the Employee without Cause
pursuant to Section 3.2.2(b) or by the Employee in connection with a Change in
Control pursuant to Section 3.3, for a period of twelve (12) months thereafter,
he will not (except on behalf of or with the prior written consent of the
Employer),
-8-
within the Area, on his own behalf or in the service or on behalf of others,
solicit, divert or appropriate or attempt to solicit, divert or appropriate,
directly or by assisting others, any business from any of the Employer's
customers, including actively sought prospective customers, with whom the
Employee has or had material contact during the last two (2) years of his
employment, for purposes of providing products or services that are competitive
with those provided by the Employer.
8. NON-SOLICITATION OF EMPLOYEES. The Employee agrees that during his
employment by the Employer hereunder and, in the event of his termination by the
Employer with Cause pursuant to Section 3.2.1(a), by the Employee without Cause
pursuant to Section 3.2.3(b) or by the Employee in connection with a Change in
Control pursuant to Section 3.3, for a period of twelve (12) months thereafter,
he will not, within the Area, on his own behalf or in the service or on behalf
of others, solicit, recruit or hire away or attempt to solicit, recruit or hire
away, directly or by assisting others, any employee of the Employer or its
Affiliates, whether or not such employee is a full-time employee or a temporary
employee of the Employer or its Affiliates and whether or not such employment is
pursuant to written agreement and whether or not such employment is for a
determined period or is at will.
9. REMEDIES. The Employee agrees that the covenants contained in Sections 5
through 8 of this Agreement are of the essence of this Agreement; that each of
the covenants is reasonable and necessary to protect the business, interests and
properties of the Employer; and that irreparable loss and damage will be
suffered by the Employer should he breach any of the covenants. Therefore, the
Employee agrees and consents that, in addition to all the remedies provided by
law or in equity, the Employer shall be entitled to a temporary restraining
order and temporary and permanent injunctions to prevent a breach or
contemplated breach of any of the covenants. The Employer and the Employee agree
that all remedies available to the Employer or the Employee, as applicable,
shall be cumulative.
10. SEVERABILITY. The parties agree that each of the provisions included in
this Agreement is separate, distinct and severable from the other provisions of
this Agreement and that the invalidity or unenforceability of any Agreement
provision shall not affect the validity or enforceability of any other provision
of this Agreement. Further, if any provision of this Agreement is ruled invalid
or unenforceable by a court of competent jurisdiction because of a conflict
between the provision and any applicable law or public policy, the provision
shall be redrawn to make the provision consistent with and valid and enforceable
under the law or public policy.
11. NO SET-OFF BY THE EMPLOYEE. The existence of any claim, demand, action
or cause of action by the Employee against the Employer, or any Affiliate of the
Employer, whether predicated upon this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Employer of any of its rights
hereunder.
12. NOTICE. All notices and other communications required or permitted under
this Agreement shall be in writing and, if mailed by prepaid first-class mail or
certified mail, return receipt requested, shall be deemed to have been received
on the earlier of the date shown on the receipt or three (3) business days after
the postmarked date thereof. In addition, notices hereunder may be delivered by
hand, facsimile transmission or overnight courier, in which event the notice
shall be
-9-
deemed effective when delivered or transmitted. All notices and other
communications under this Agreement shall be given to the parties hereto at the
following addresses:
(i) If to the Employer, to it at:
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
(ii) If to the Employee, to him at:
0000 Xxxx Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
13. ASSIGNMENT. Neither party hereto may assign or delegate this Agreement
or any of its rights and obligations hereunder without the written consent of
the other party hereto.
14. WAIVER. A waiver by the Employer of any breach of this Agreement by the
Employee shall not be effective unless in writing, and no waiver shall operate
or be construed as a waiver of the same or another breach on a subsequent
occasion.
15. ARBITRATION. Any controversy or claim arising out of or relating to this
contract, or the breach thereof, shall be settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator may be entered
only in the State Court of Xxxxxxxxx County or the federal court for the Middle
District of Georgia. The Employer and the Employee agree to share equally the
fees and expenses associated with the arbitration proceedings.
16. ATTORNEYS' FEES. In the event that the parties have complied with this
Agreement with respect to arbitration of disputes and litigation ensues between
the parties concerning the enforcement of an arbitration award, the Employer
shall pay all costs and expenses in connection with such litigation until such
time as a final determination (excluding any appeals) is made with respect to
the litigation. If the Employer prevails in such litigation, the Employer shall
be entitled to receive from the Employee all reasonable costs and expenses,
including without limitation attorneys' fees, incurred by the Employer on behalf
of the Employee in connection with such litigation, and the Employee shall pay
such costs and expenses to the Employer promptly upon demand by the Employer.
17. APPLICABLE LAW. This Agreement shall be construed and enforced under and
in accordance with the laws of the State of Georgia.
18. INTERPRETATION. Words importing any gender include all genders. Words
importing the singular form shall include the plural and vice versa. The terms
"herein", "hereunder", "hereby", "hereto", "hereof" and any similar terms refer
to this Agreement. Any captions, titles or headings preceding the text of any
article, section or subsection herein are solely for convenience of reference
and shall not constitute part of this Agreement or affect its meaning,
construction or effect.
-10-
19. ENTIRE AGREEMENT. This Agreement embodies the entire and final agreement
of the parties on the subject matter stated in the Agreement. No amendment or
modification of this Agreement shall be valid or binding upon the Employer or
the Employee unless made in writing and signed by both parties. All prior
understandings and agreements relating to the subject matter of this Agreement
are hereby expressly terminated.
20. RIGHTS OF THIRD PARTIES. Nothing herein expressed is intended to or
shall be construed to confer upon or give to any person, firm or other entity,
other than the parties hereto and their permitted assigns, any rights or
remedies under or by reason of this Agreement.
21. SURVIVAL. The obligations of the Employee pursuant to Sections 5, 6, 7,
8 and 9 shall survive the termination of the employment of the Employee
hereunder for the period designated under each of those respective sections.
22. JOINT AND SEVERAL. The obligations of the Bank and the Company to
Employee hereunder shall be joint and several.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Employer and the Employee have executed and
delivered this Agreement as of the date first shown above.
THE BANK:
ALBANY BANK & TRUST,
NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxx
--------------------------------------
Print Name: Xxxxxx X. Xxx
----------------------------------
Title: President
---------------------------------------
THE COMPANY:
COMMUNITY CAPITAL BANCSHARES, INC.
By: /s/ Xxxxxx X. Xxx
--------------------------------------
Print Name: Xxxxxx X. Xxx
----------------------------------
Title: President
---------------------------------------
THE EMPLOYEE:
/s/ Xxxx X. Xxxxxx, Xx.
-----------------------------------------------
XXXX X. XXXXXX, XX.
-11-
Exhibit A
---------
Duties of the Employee
The duties of the Employee shall include, in addition to any other duties
assigned the Employee by the President of the Company and the Bank, the
following:
TITLE: Chief Credit Officer
ORGANIZATIONAL RELATIONSHIPS:
REPORTS TO: President and Chief Executive Officer
SUPERVISES: Collections Manager
Administration and Compliance Officer
GENERAL FUNCTION:
Provide direction for the creditworthiness and credit quality of all loans
through analysis and review. Ensure the completeness of the documentary files
available in support of each credit, the accuracy of the records relating to
lending, and provide collection and loan recovery activities as needed. Develop
and maintain an effective credit administration program for the Bank. Recommend
policy for credit quality and the proper maintenance of the loan portfolio.
MAJOR DUTIES AND RESPONSIBILITIES:
o Assure the review of the documentary scheme in support of each new
extension of credit or renewal and its accuracy and completeness prior
to the distribution of proceeds.
o Assure the review of previously established credit files to ensure their
completeness and that documented efforts are initiated to correct any
deficiencies, as they become apparent.
o Review credit inquiries as requested by loan officers and respond to
such inquiries made to the Bank, verifying the accuracy of those
reports.
o Assist the loan officers by providing analytical services on prospective
and active credits and participate in the discussions with the Bank's
loan committees.
o Ensure that the Bank has an active and aggressive collection policy and
staff. Maintain and provide records of collection activities.
o Assist with collection activities by making customer contacts on
delinquent accounts, as needed.
o Actively participate in an organized officer call program, calling on
existing or potential customers to establish and/or solidify business
relationships.
o Ensure that all credit and collection files are being properly
maintained both for security and completeness of files.
o Participate in professional bank organizations and civic groups to
enhance the Bank's visibility and to further personal development.
o Assist in the preparation of a quarterly loan review of the allowance
for loan and lease losses as directed and/or required.
o Ensure proper maintenance of all credit files, collateral and
documentation.
o Maintain a current knowledge of banking laws and regulations, issues.
Monitor legislative and regulatory reference materials, consulting Bank
counsel, and contacting professional associations and organizations as
appropriate.
o Maintain control over delinquent and past due accounts.
o Administer assigned workout/problem loans. Monitor progress and provide
guidance and advice as necessary.
o Interview borrowers assigned to the department to determine repayment
capacity, availability of additional collateral and ultimate source of
repayment. Prepare plans to collect or improve loan and provide on-going
reports.
o Determine level of loss exposure in each account assigned.
o Complete financial and workout analysis of problem credits assigned.
o Determine approval or disapproval of renegotiated credit agreements
within lending limit. Recommend approval of disapproval to supervisor or
appropriate committee of those exceeding limit.
o Monitor workout situations to insure conformity with terms set forth.
o Contribute to the growth of the Bank and customer satisfaction by
assisting customers in resolving problems with their banking
transactions.
o Perform collection duties for other Banks when requested and appropriate
to ensure reciprocation as the situation might arise.
o Ensure that the collection staff is fully trained for the duties and
kept informed of all appropriate regulations. Advise lending personnel
on collection activity and procedures.
o Assist in the collection of delinquent accounts and assist in handling
repossessions, foreclosures and bankruptcies.
