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EXHIBIT 10.1
STATE OF ALABAMA )
COUNTY OF XXXXXX )
A G R E E M E N T
THIS AGREEMENT made and entered into on this the 28th day of March,
1996, by and between XXXXXX X. XXXXXXXXX, XX., hereinafter known as and referred
to as Party of the First Part and Community Bancshares, Inc., a Delaware
Corporation, hereinafter known as and referred to as Party of the Second Part.
W I T N E S S E T H:
WHEREAS, the Party of the First Part is hired as an employee and is
presently serving as President, Chief Executive Officer and Chairman of the
Board of Directors of Community Bancshares, Inc.; Chief Executive Officer and
Chairman of the Board of its subsidiary, Community Bank, an Alabama banking
corporation, and Chairman of the Board of its subsidiary, Community Bank, a
Tennessee banking corporation, and all parties hereto deem it to be in the best
interest of the Party of the Second Part and the Party of the First Part that
the said Employee continue in these capacities.
NOW, THEREFORE, the parties hereto, in consideration of the premises
and the mutual covenants herein contained, do hereby agree as follows:
1. The Party of the Second Part agrees to employ Xxxxxx Xxx Xxxxxxxxx,
Sr., to perform the duties and render the services herein provided, and Xxxxxx
Xxx Xxxxxxxxx, Sr., faithfully and diligently agrees to perform such duties and
render such services, for the period commencing on the 1st day of April, 1996,
and ending on the 31st day of March, 2008. The intention of the parties is that
this Contract be for a term of twelve (12) years without the right of either
party to terminate. The Party of the Second Part hereby employs the said Xxxxxx
Xxx Xxxxxxxxx, Sr., to perform faithfully, duties assigned to him as President
and Chief Executive Officer and Chairman of the Board of Directors of Community
Bancshares, Inc.; Chief Executive Officer and Chairman of the Board of Community
Bank, an Alabama banking corporation, and Chairman of the Board of Community
Bank, a Tennessee banking corporation, and such other duties as the board of
directors of Community Bancshares,
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Inc. may assign to him. In the event that Party of the First Part is not
re-elected to the positions as stated herein, Party of the First Part shall have
the option to give notice, to the Party of the Second Part to accelerate
compensation to Party of the First Part pursuant to the terms hereof, Party of
the Second Part shall, within sixty (60) days, make payment to Party of the
First Part for all amounts which would otherwise have been paid to Party of the
First Part for the then remaining term of this Agreement.
2. The Party of the First Part agrees that he will at all times,
faithfully, industriously, and to the best of his ability, experience, and
talent perform all duties that may be required of and from him pursuant to the
expressed and implicit terms hereof. That the duties of said Party of the First
Part shall be those that are normally and customarily associated with the
positions held by the Party of the First Part. The Party of the First Part shall
exercise supervision of Community Bancshares, Inc., and its subsidiaries and
affiliates. In connection with the exercising of these duties, the Party of the
First Part will have full and complete freedom to organize, reorganize and
arrange the administrative and supervisory staff and other employees of the
Party of the Second Part which in his judgment, best serves the Party of the
Second Part; that the administration of banking and business affairs of the
Party of the Second Part will be lodged with the Party of the First Part and
administered by him with the assistance of his staff and in accordance with and
within the Policy and guidelines adopted by the Board of Directors of the Party
of the Second Part. The Party of the First Part has full authority to make any
and all purchases of Assets, both fixed assets or otherwise, for or in behalf of
the Party of the Second Part as in the full discretion of the party of the First
Party. The Party of the First Part is to keep the Board of Directors of the
Party of the Second Part fully informed and advised on all business affairs of
the Party of the Second Part at all times. That the Party of the First Part
shall with the advice of the Board of Directors nominate, hire and fire all
Officers of the Party of the Second Part.
3. The Party of the Second Part shall pay the Party of the First Part
the sum of One Hundred Fifty Thousand and no/100 Dollars ($150,000.00) in twelve
equal payments and the sum of Three Hundred Thousand and no/100 Dollars
($300,000.00) in one payment on January 15 of each year and will be paid One
Hundred Fifty Thousand and no/100 Dollars ($150,000.00) bonus January 15 of each
year. The Party of the First Part shall also be paid board fees as other board
members as set from time to time by the Board of Directors. This compensating
package shall be increased no less than 10% of the compensating package each
December of said contract.
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4. Expense Allowance. That the Party of the Second Part shall provide
the Party of the First Part with an expense account to cover expenses in the
discretion of the Party of the First Part.
5. Transportation Allowance. The Party of the Second Part shall provide
the Party of the First Part during the term of this Contract an automobile of
his choice for the business and personal use of the Party of the First Part.
6. Civic & Social Clubs. That the Party of the Second Part shall pay
such dues for membership of the Party of the First Part in such civic and/or
social clubs or organizations at the discretion of the Party of the First Part.
7. Life Insurance. The Party of the Second Part shall provide and pay
to the Party of the First Part the further sum of Ten Thousand and no/100
($10,000.00) dollars annually for life insurance of the choosing of the Party of
the First Part. Such life insurance policy or policies shall be the property of
the party of the First Part and he shall be the owner and designate the
beneficiaries thereon.
8. Vacation, Sick Leave and Disability. That the Party of the First
Part shall receive an annual paid vacation of four weeks and shall be entitled
to sick leave according to normal Company policy in that respect. In the event
of the disability of the Party of the First Part to the extent that he is
incapable of performing his duties, the Party of the First Part shall be
entitled to normal and usual salary and compensation for such period of
disability not to exceed 365 calendar days.
9. Professional Meetings. That the Party of the First Part may attend
normal, usual and customary, professional and educational meetings at the local,
state, and national level and the expense of such attendance to be incurred and
paid by the Party of the Second Part.
10. It is understood by and between the parties (the Party of the
Second Part and Party of the First Part), that the business of the Party of the
Second Part is highly confidential to the Party of the Second Part and its
customers and in the event of the termination of Agreement of Employment by
Party of the Second Part or Party of the First Part, then the Party of the First
Part shall not compete against the Party of the Second Part in the business of
banking within a twenty-five (25) mile radius of any office of the company for a
period of two (2) years from the date of termination.
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11. Severability. All agreements and covenants contained herein are
severable, and in the event any of them, with the exceptions of those contained
in Sections One and Three hereof, shall be held to be invalid by any competent
court, this contract shall be interpreted as if such invalid agreements or
covenants were not contained herein.
IN WITNESS WHEREOF, the parties have executed this Agreement at
Blountsville, Alabama, on this the 28th day of March, 1996.
PARTY OF THE FIRST PART
/s/ Xxxxxx Xxx Xxxxxxxxx, Sr.
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Xxxxxx Xxx Xxxxxxxxx, Sr.
PARTY OF THE SECOND PART
ATTEST COMMUNITY BANCSHARES, INC.
/s/ Xxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Secretary Vice Chairman
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STATE OF ALABAMA )
COUNTY OF XXXXXX )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that Xxxxxx Xxx Xxxxxxxxx, Sr., whose name is signed to
the foregoing instrument and who is known to me, acknowledged before me on this
day that, being informed of the contents of said instrument, he executed the
same voluntarily on the day the same bears date.
Given under my hand and official seal, this the 28th day of March,
1996.
/s/ Xxxxxx X. Xxxxxx
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Notary Public
STATE OF ALABAMA )
COUNTY OF XXXXXX )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that Xxxxxx X. Xxxxxx, Xx., as Vice Chairman of Community
Bancshares, Inc., a corporation, whose name is signed to the foregoing
instrument and who is known to me, acknowledged before me on this day that,
being informed of the contents of said instrument, he executed the same
voluntarily on the day the same bears date.
Given under my hand and official seal, this the 28th day of March,
1996.
/s/ Xxxxxx X. Xxxxxx
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Notary Public
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