AMENDED AND RESTATED AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT ("Agreement") by and among
CORNERSTONE BANK, a New Jersey chartered commercial bank (the "Bank"),
CORNERSTONE FINANCIAL CORPORATION, a New Jersey business corporation (the
"Company, and collectively with the Bank, the "Employer") and XXXXXX X. XXXXXX,
XX., an individual (the "Executive").
W I T N E S S E T H :
WHEREAS, Employer employs Executive as its President and Chief
Executive Officer; and
WHEREAS, Employer and the Executive desire to enter in an agreement
regarding, among other things, the employment of and services to be rendered by
the Executive.
AGREEMENT:
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. EMPLOYMENT. The Executive is hereby employed on the terms and conditions
set forth in this Agreement.
2. DUTIES OF EXECUTIVE. The Executive shall perform and discharge well and
faithfully such duties as an executive officer of Employer as may be assigned to
the Executive from time to time by the Boards of Directors of Employer. The
Executive shall be employed as Chairman and Chief Executive Officer of Employer,
and shall be a member of such other management committees as the Executive may
choose, and shall hold such other titles as may be given to him from time to
time by the Boards of Directors of Employer. The Executive shall devote his full
time, attention and energies to the business of Employer and shall not, during
the Employment Period (as defined in Section 3 hereof), be employed or involved
in any other business activity, whether or not such activity is pursued for
gain, profit or other pecuniary advantage; provided, however, that this Section
2 shall not be construed as preventing the Executive from (a) investing the
Executive's personal assets, (b) acting as a member of the Board of Directors of
any other corporation or as a member of the Board of Trustees of any other
organization, or (c) being involved in any other substantial activity with the
prior written approval of the Boards of Directors of the Employer.
3. TERM OF EMPLOYMENT. The Executive's employment under this Agreement shall
be for a period (the "Employment Period") commencing on the date of this
Agreement and, except as provided for under Section 6 hereof, ending on March
31, 2010, provided that on the first and each subsequent annual anniversary date
of the termination or ending date of this Agreement, and unless a party has
given the other party written notice at least sixty (60) days prior to such
anniversary date that such party does not agree to renew this Agreement, the
term of this Agreement and the Employment Period shall be deemed renewed for a
term ending one (1) year subsequent to such anniversary date, unless sooner
terminated in accordance with this Section 5 hereof or one of the following
provisions:
(a) The Executive's employment under this Agreement may be terminated at
any time during the Employment Period for "Cause" (as herein defined), by action
of the Boards of Directors of Employer, upon giving notice of such termination
to the Executive at least fifteen (15) days prior to the date upon which such
termination shall take effect. As used in this Agreement, "Cause" means any of
the following events:
(i) Violation of any law, rule or regulation (other than
traffic violations or similar minor offenses) that reflects adversely on
the reputation of the Company, any felony conviction, any violation of law
involving fraud, dishonesty or moral turpitude, or which would otherwise,
in the reasonable discretion of Employer's Boards of Directors, reflect
negatively on the reputation of Employer, or any violation of any written
agreement or order with or issued by any regulatory authority having
jurisdiction over Employer;
(ii) The Executive willfully fails to follow the lawful
instructions of the Boards of Directors of Employer after the Executive's
receipt of written notice of such instructions, other than a failure
resulting from the Executive's incapacity because of physical or mental
illness; or
(iii) Executive's ineligibility to serve as an officer of
director of a bank or a publicly-held corporation under any Federal or
state law or regulation or order of the Securities and Exchange Commission
or any bank regulatory agency having jurisdiction over the Bank or the
Executive.
If the Executive's employment is terminated under the provisions of this Section
3(a), then all rights of the Executive under Section 4 hereof shall cease as of
the effective date of such termination.
(b) The Executive's employment under this Agreement may be terminated at
any time during the Employment Period without "Cause" (as defined in Section
3(a) hereof), by action of the Boards of Directors of Employer, upon giving
notice of such termination to the Executive at least thirty (30) days prior to
the date upon which such termination shall take effect. If the Executive's
employment is terminated under the provisions of this Section 3(b), then the
Executive shall be entitled to receive the compensation and benefits set forth
in Section 6 or Section 7 hereof, whichever shall be applicable. To the extent
the Executive becomes entitled to and receives the payment and benefits set
forth in Section 6 or 7, such payments and benefits shall constitute liquidated
damages for any possible breach of this Agreement by the Employer and shall
represent the maximum extent of liability therefore that the Executive can claim
against the Employer or any of its affiliates or Directors.
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(c) If the Executive dies, the Executive's employment under this Agreemen
shall be deemed terminated as of the date of the Executive's death, and all
rights of the Executive under Section 4 hereof shall cease as of the date of
such termination and any benefits payable to the Executive shall be determined
in accordance with the retirement and insurance programs of Employer then in
effect.
(d) If the Executive is incapacitated by accident, sickness, or
otherwise so as to render the Executive mentally or physically incapable of
performing the services required of the Executive under Section 2 of this
Agreement for a continuous period of five (5) months, then, upon the expiration
of such period or at any time thereafter, by action of the Boards of Directors
of Employer, the Executive's employment under this Agreement may be terminated
immediately upon giving the Executive notice to that effect. If the Executive's
employment is terminated under the provisions of this Section 3(d), then all
rights of the Executive under Section 4 hereof shall cease as of the last
business day of the week in which such termination occurs and any benefits
payable to the Executive shall be determined in accordance with the retirement
and insurance programs of Employer then in effect.
(e) The Executive may resign for "Good Reason" (as herein defined). As
used in this Agreement, "Good Reason" means any of the following:
(i) Any reduction in title, change in reporting structure
or significant reduction in the Executive's responsibilities, authority or
status, including such responsibilities and authority as the same may be
increased at any time during the term of this Agreement, or the assignment
to the Executive of duties inconsistent with the Executive's status as
Chairman and Chief Executive Officer of Employer;
(ii) Any reassignment of the Executive which necessitates
or requires the Executive to move his principal residence;
(iii) Any removal of the Executive from office or any
material adverse change in the terms and conditions of the Executive's
employment, except for either a termination of the Executive's employment
under the provisions of Section 3(a) hereof;
(iv) Any reduction in the Executive's annual base salary as
in effect on the date hereof or as the same may be increased from time to
time;
(v) Following a Change in Control, any failure of Employer
to provide the Executive with benefits at least as favorable as those
enjoyed by the Executive under any of the retirement, life insurance,
medical, health and accident, disability or other employee plans of
Employer in which the Executive participated at the time of the Change in
Control, or the taking of any action that would materially reduce any of
such benefits in effect at the time of the Change in Control;
(vi) Any failure of Employer to provide the Executive with
benefits at least as favorable as those received by any comparable
executive employees of Employer under any of the retirement, life
insurance, medical, health and accident, disability or other employee
benefit plans or policies of Employer, unless such reduction is part of a
reduction applicable to all comparable executive employees;
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(vii) Any material failure to obtain a satisfactory
agreement from any successor to assume and agree to perform this Agreement,
as contemplated in Section 14 hereof;
(viii) Any breach of a material provision of this Agreement
on the part of the Bank.
Provided that the Executive has given Employer written notice of any event
constituting Good Reason and such event remains uncured for thirty (30) days
after such notice, Executive may, at the option of the Executive, resign from
employment with Employer under this Agreement by delivering notice in writing
(the "Notice of Termination") delivered to Employer (or its successor), and the
provisions of either Section 6 or Section 7 hereof shall thereupon apply.
Section 6 shall apply where "Good Reason" resulted from or occurred
contemporaneous with a Change in Control as defined by Section 5 hereof. Section
7 shall apply in all other instances where "Good Reason" exists. Should
Executive resign for any reason other than those specified in Sections (e)(i)
thru (viii), it shall be considered a voluntary resignation and all rights of
Executive under Section 4 shall cease as of the date of such voluntary
resignation.
4. EMPLOYMENT PERIOD COMPENSATION.
(a) SALARY. For services performed by the Executive under this Agreement,
Employer shall pay (or cause to be paid to) the Executive a salary, during the
Employment Period, at no less than the following rate:
From the effective date hereof to March 1, 20010 -
$_____________, with adjustments thereafter as determined by the Board of
Directors of the Company.
(b) BONUS. Executive shall be eligible to participate in any bonus plan
implemented by Employer (commencing at such time as the Boards of Directors of
Employer - in its sole and absolute discretion - decides to implement such a
plan) for executive employees, on terms no less favorable than that applicable
to any comparable executive employees of Employer. Notwithstanding the
foregoing, in lieu of Executive's participation in any bonus plan established
for any other comparable executive employees, Employer may establish a bonus
plan specific to Executive, which shall be at least as favorable to Executive as
any plan applicable to any or all comparable executive employees.
(c) OTHER BENEFITS. Employer will provide the Executive, during the
Employment Period, with insurance, vacation, retirement, and other fringe
benefits, which benefits are, in the aggregate, not less favorable than those
received by any comparable executive employees of Employer.
(d) STOCK-BASED COMPENSATION. Upon adoption by the shareholders of the
Company of an equity compensation plan, the Executive shall be granted an option
award to purchase 45,000 shares of Company common stock. Such options shall vest
ratably over a three year period commencing on the first anniversary of the date
of grant; provided, however that the grant agreement evidencing such options
shall provide that vesting shall accelerate, and the options shall become
immediately excisable, and remain exercisable for the period provided for under
the terms of such equity compensation plan, upon the termination of Executive's
employment hereunder due to Executive's death, his disability (as described
under Section 3(d) hereof), termination by Employer without Cause, termination
by Executive for Good Reason or in the event of a Change in Control (as defined
below).
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(e) OTHER MATTERS.
(i) The Executive shall be entitled to the use of an
automobile and/or automobile allowances consistent with his title and
responsibilities, as determined in the reasonable discretion of the Boards
of Directors of Employer.
(ii) The Executive shall be paid or reimbursed for country
club dues and business-related expenses in accordance with policies and
procedures adopted by the Boards of Directors of Employer.
5. CHANGE IN CONTROL.
(a) As used in this Agreement, "Change in Control" means a change of
control of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as enacted and in force on the
date hereof, whether or not the Bank is then subject to such reporting
requirement; provided, however, that, without limitation, such a Change in
Control shall be deemed to have occurred if:
(i) Any "person" (including a group acting in concert, as
the term "person" is defined in Section 13(d) of the Exchange Act, as
enacted and in force on the date hereof) becomes the beneficial owner" (as
that term is defined in Rule 13d-3, as enacted and in force on the date
hereof, under the Exchange Act) of securities of the Company representing
thirty five (35%) percent or more of the combined voting power of the
Company's securities then outstanding;
(ii) There occurs a merger, consolidation or other business
combination or reorganization to which the Company is a party, whether or
not approved in advance by the Board of Directors of the Company in which
(A) the members of the Board of Directors of the Company immediately
preceding the consummation of such transaction do not constitute a majority
of the members of the Board of Directors of the resulting corporation and
of any parent corporation thereof immediately after the consummation of
such transaction, and (B) the shareholders of the Company immediately
before such transaction do not hold fifty-one (51%) percent or more of the
voting power of securities of the resulting corporation;
(iii) There occurs a sale, exchange, transfer, or other
disposition of substantially all of the assets of the Company to another
entity, whether or not approved in advance by the Board of Directors of the
Company, and as a result of such transaction the shareholders of the
Company immediately before such transaction do not hold fifty-one (51%)
percent or more of the voting power of securities of the resulting
corporation;
(iv) A plan of liquidation or dissolution, other than pursuant to
bankruptcy or insolvency, is adopted; or
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(v) During a period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Company
cease to constitute a majority of such Board (unless the election or
nomination of each new director was approved by a vote of at least
fifty-one (51%) percent of directors who were directors at the beginning of
such period).
6. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT AFTER CHANGE IN CONTROL. In
the event that during the twenty-four (24) months following a Change in Control
Executive resigns from employment for Good Reason or Executive's employment is
terminated without Cause, Executive shall be absolutely entitled to receive the
amounts and benefits set forth in this section. Notwithstanding the provisions
of Section 3 hereof, following a Change in Control, this Agreement shall be
deemed to have a term of twenty-four (24) months from the consummation of such
Change in Control.
(a) For a period of two (2) years from the date of termination of
employment, Executive shall be paid his Current Compensation at Termination.
(i) For purposes of this section, the term "Current
Compensation at Termination" means the sum of (A) the greatest of the
Executive's base salary as of the date of termination of employment (or
prior to any reduction thereof resulting in Good Reason for resignation)
and for any of the three (3) immediately preceding calendar years, and (B)
a dollar amount equal to the highest of the awards Executive received as
bonuses in any of the three (3) calendar years preceding the year in which
the termination of employment occurs, or preceding and including the year
of termination of a bonus was previously paid in said year.
(b) Amounts required to be paid to Executive under Section 6(a) shall be
paid in equal monthly installments, beginning on the later of (i) thirty (30)
days following the date of termination of employment, or (ii) the receipt by the
Company of the approval of payment of such amounts by any applicable regulatory
agency to the extent such approval is required at that time.
(c) For a period of two (2) years from the date of termination of
employment, Executive shall receive a continuation of all life, disability,
medical insurance and other normal welfare benefits in effect with respect to
Executive during the two (2) calendar years prior to his termination of
employment, or, if Employer (or its successor) cannot provide such benefits
because Executive is no longer an employee, a dollar amount which after any
applicable taxes is equal to the cost to Executive of obtaining such benefits
(or substantially similar benefits).
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(d) In the event that the amounts and benefits payable under this
Agreement, when added to other amounts and benefits which may become payable to
the Executive by the Bank and any affiliated company, are such that he becomes
subject to the excise tax provisions of Section 4999 of the Internal Revenue
Code of 1986, as amended, and regulations promulgated thereunder (the "Code"),
Employer shall pay him such additional amount or amounts as will result in his
retention (after the payment of all federal, state and local excise, employment
and income taxes on such payments and the value of such benefits) of a net
amount equal to the net amount he would have retained had the initially
calculated payments and benefits not been subject to such excise taxes under
Code Section 4999. For purposes of the preceding sentence, the Executive shall
be deemed to be subject to the highest marginal federal, relevant state and
relevant local tax rates. All calculations required to be made under this
subsection shall be made by Employer's independent public accountants, subject
to the right of Executive's representative to review the same. All such amounts
required to be paid shall be paid at the time any withholding may be required
under applicable law, and any additional amounts to which the Executive may be
entitled shall be paid or reimbursed no later than fifteen (15) days following
confirmation of such amount by Employer's accountants. In the event any amounts
paid hereunder are subsequently determined to be in error because estimates were
required or otherwise, the parties agree to reimburse each other to correct such
error, as appropriate, and to pay interest thereon at the applicable federal
rate (as determined under Code Section 1274 for the period of time such
erroneous amount remained outstanding and unreimbursed). The parties recognize
that the actual implementation of the provisions of this subsection are complex
and agree to deal with each other in good faith to resolve any questions or
disagreements arising hereunder.
(e) Notwithstanding any other provision of this Section, no cash
payments shall be made to Executive pursuant to this Section unless and until he
has experienced a "separation from service" with Employer and its affiliates,
within the meaning of Code Section 409A. In addition, if the Executive is a
"specified employee," within the meaning of Code Section 409A, such cash
payments shall be suspended for a period of six months from the date of such
separation from service. Any cash payments so suspended shall be made in a
single lump sum as soon as practicable following the expiration of such
six-month period.
7. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR EXECUTIVE'S
RESIGNATION FOR GOOD REASON IN ABSENCE OF CHANGE IN CONTROL. In the event that
Executive's employment is terminated by Employer without Cause, or Executive
shall have resigned for Good Reason, and in either case prior to the occurrence
of a Change in Control, Executive shall be entitled to receive the amounts and
benefits set forth in this section.
(a) For a period of the greater of eighteen (18) months from the date of
termination of employment or the remaining term of this Agreement, Executive
shall be paid his Current Compensation.
(i) For purposes of this section, the term "Current
Compensation at Termination" means the sum of (A) Executive's base salary
as of the date of termination of employment (or prior to any reduction
thereof preceding termination of employment), and (B) a dollar amount equal
to the average of the awards Executive received as bonuses for each of the
three (3) calendar years preceding the year in which the termination of
employment occurs, or preceding and including the year of termination of a
bonus was previously paid in said year .
(ii) Amounts required to be paid to Executive under Section
7(a) shall be paid in equal monthly installments, beginning on the later of
(i) thirty (30) days following the date of termination of employment, or
(ii) the receipt by Employer of the approval of payment of such amounts by
any applicable regulatory agency to the extent such approval is required at
that time.
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(b) For a period of the greater of eighteen (18) months from the date of
termination of employment, Executive shall receive a continuation of all life,
disability, medical insurance and other normal welfare benefits in effect with
respect to Executive during the two (2) calendar years prior to his termination
of employment, or, if Employer cannot provide such benefits because Executive is
no longer an employee, a dollar amount which after any applicable taxes is equal
to the cost after-tax to Executive of obtaining such benefits (or substantially
similar benefits).
(c) Executive shall not be required to mitigate the amount of any
payment provided for in this section by seeking employment or otherwise.
(d) Notwithstanding any other provision of this Section, no cash
payments shall be made to Executive pursuant to this Section unless and until he
has experienced a "separation from service" with Employer and its affiliates,
within the meaning of Code Section 409A. In addition, if the Executive is a
"specified employee," within the meaning of Code Section 409A, such cash
payments shall be suspended for a period of six (6) months from the date of such
separation from service. Any cash payments so suspended shall be made in a
single lump sum as soon as practicable following the expiration of such
six-month period.
8. COVENANT NOT TO COMPETE: NON-SOLICITATION OF CUSTOMERS AND EMPLOVEES.
(a) If Executive voluntarily resigns his employment without "Good
Reason" hereunder during the term of this Agreement, Executive agrees that, for
a period of twelve (12) months following the date of the termination of his
employment, Executive shall not work directly or indirectly for or on behalf of
another insured depository institution that offers products or services similar
or equivalent to those offered by Employer in the geographic area in which
Employer or its affiliates are conducting such business at the date of
termination of Executive's employment. In addition, during such twelve (12)
month period. Executive shall not solicit customers or employees of Employer or
any of its affiliates to cease doing business, in whole or in part, or cease
employment with Employer or any of its affiliates.
(b) Executive further agrees that if any portion of the covenants set
forth in this Agreement or the application thereof, is construed to be invalid
or unenforceable, the remainder of the covenant or covenants shall then be given
full force and effect without regard to the invalid or unenforceable portions
thereof, whether because of the area covered, the duration thereof, or the scope
thereof. Executive further agrees that the court making such determination shall
have the power to reduce the area and/or duration, and/or limit the scope
thereof and the covenant(s) as thereafter reformed shall be enforceable in its
reduced form and binding upon Executive.
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9. ARBITRATION. Employer and the Executive recognize that in the event a
dispute should arise between them concerning the interpretation or
implementation of this Agreement, lengthy and expensive litigation will not
afford a practical resolution of the issues within a reasonable period of time.
Consequently, each party agrees that all disputes, disagreements and questions
of interpretation concerning this Agreement are to be submitted for resolution
to the American Arbitration Association (the "Association") in Philadelphia,
Pennsylvania. Employer or the Executive may initiate an arbitration proceeding
at any time by giving notice to the others in accordance with the rules of the
Association. The Association shall designate a single arbitrator to conduct the
proceeding, but Employer or the Executive may, as a matter of right, require the
substitution of a different arbitrator chosen by the Association. Each such
right of substitution may be exercised only once. The arbitrator shall not be
bound by the rules of evidence and procedure of the courts of the State of New
Jersey but shall be bound by the substantive law applicable to this Agreement.
The decision of the arbitrator, absent fraud, duress, incompetence or gross and
obvious error of fact, shall be final and binding upon the parties and shall be
enforceable in courts of proper jurisdiction. Following written notice of a
request for arbitration, Employer and the Executive shall be entitled to an
injunction restraining all further proceedings in any pending or subsequently
filed litigation concerning this Agreement, except as otherwise provided herein.
Employer will pay the costs of arbitration, including filing fees and arbitrator
expenses.
10. NOTICES. Any notice required or permitted to be given under this Agreement
shall be deemed properly given if in writing and if mailed by registered or
certified mail, postage prepaid with return receipt requested, to the residence
of the Executive last shown on the payroll records of the Employer, in the case
of notices to the Executive, and to the principal office of the Employer, 0000
Xxxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx 00000 Attn: _______________in the case
of notices to Employer.
11. WAIVER. No provision of this Agreement may be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed to in
writing and signed by the Executive and an executive officer of Employer
specifically designated by the Boards of Directors of Employer. No waiver by any
party hereto at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
12. ASSIGNMENT. This Agreement shall not be assignable by either party hereto,
except by Employer to any successor in interest to the business of Employer.
13. ENTIRE AGREEMENT; TERMINATION OF PRIOR AGREEMENT. This Agreement contains
the entire agreement of the parties relating to the subject matter of this
Agreement and supersedes any prior agreement of the parties. Upon the execution
of this Agreement, that certain Agreement between the Bank and Executive dated
January 10, 2008 shall be superseded by this Agreement, and the parties shall be
deemed to have fully performed under such prior agreement, and no further
performance or obligations shall be owing.
14. SUCCESSORS. BINDING AGREEMENT.
(a) Employer will require any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) to all or substantially all of
the business and/or assets of Employer to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that Employer would be
required to perform it if no such succession had taken place. Failure by
Employer to obtain such assumption and agreement prior to the effectiveness of
any such succession shall constitute a breach of this Agreement and the
provisions of Section 6 hereof shall apply. As used in this Agreement,
"Employer" shall mean Employer as hereinbefore defined and any successor to the
respective business and/or assets of Employer as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or otherwise.
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(b) This Agreement shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, administrators, heirs,
distributes, devisees, and legatees. If the Executive should die while any
amount is payable to the Executive under this Agreement if the Executive had
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the Executive's devisee,
legatee, or other designee, or, if there is no such designee, to the Executive's
estate.
15. TERMINATION. Any termination of the Executive's employment under this
Agreement or of this Agreement shall not affect the provisions of Sections 6, 7
or 8 hereof which shall survive any such termination and remain in full force
and effect in accordance with their respective terms.
16. VALIDITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
17. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the domestic laws (but not the law of conflict of laws) of the
State of New Jersey.
18. HEADINGS. The headings of the Sections of this Agreement are for
convenience only and shall not control or affect the meaning or construction or
limit the scope or intent of any of the provisions of this Agreement.
19. EFFECTIVE DATE. This Agreement shall become effective immediately, upon
the execution and delivery of this Agreement by the parties hereto.
20. COOPERATION COVENANT. Both during and after the Employment Period, the
Executive shall cooperate fully with Employer and with any legal counsel, expert
or consultant it may retain to assist it in connection with any judicial
proceeding, arbitration, administrative proceeding, governmental investigation
or inquiry or internal audit in which Employer or any affiliate thereof,
including the Bank, may be or become involved, including full disclosure of all
relevant information and truthfully testifying on Employer's behalf (or, at the
request of Employer, on behalf of such affiliate of Employer, including the
Bank) in connection with any such proceeding or investigation.
21. TAX WITHHOLDING. All payments made and benefits provided hereunder shall
be subject to required tax withholding. In the case of a noncash benefit,
Employer may require the Executive, as a condition of the receipt of such
benefit, to deposit sufficient funds with Employer to discharge any required
withholding obligation.
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22. REPRESENTATION OF EXECUTIVE. As an inducement to entering into this
Agreement, the Executive represents to Employer that his execution of and
performance under this Agreement will not constitute a violation by him of any
written or other contract, understanding, arrangement, duties or other
obligation pertaining to his performance of personal services, solicitation of
employees or customers, or other conduct on his part contemplated by this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Attest CORNERSTONE BANK
By: /s/
-------------------------------------------- --------------------------------------------
J. Xxxxxxx Xxxxxxx,
Vice Chairman of the Board
Attest: CORNERSTONE FINANCIAL CORPORATION
By: /s/
-------------------------------------------- --------------------------------------------
J. Xxxxxxx Xxxxxxx,
Vice Chairman of the Board
/s/
-------------------------------------------
Xxxxxx X. Xxxxxx, Xx.
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