Exhibit 10.2
CONTRACT
BETWEEEN TRANSCOMMUNITY BANKSHARES, INC., 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxx, XX
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23139, and XXXXX X. XXXXX, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000.
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APRIL 16, 2001
The Board of Directors of TransCommunity Bankshares, Inc. (the "Company") hereby
agrees to employ Xxxxx X. Xxxxx as President, effective on or about May 1, 2001.
Xxxxx acknowledges that his position as president is subject to and predicated
upon approval by both federal and state banking regulatory authorities.
Xxxxx represents to the Board of Directors that he has the experience, knowledge
and skills to administer all aspects of the position of president of a bank
holding company of the size and stage of development as the Company. Xxxxx
represents that he will perform his duties in a manner and at a level consistent
with that expected of a bank holding company president, and consistent with the
fiduciary and regulatory responsibilities of such position. Xxxxx represents
that he will devote his full and best efforts to these responsibilities.
The Board of Directors agrees to pay Xxxxx an annual salary of $124,000. He
shall also be entitled to participate in any and all employee benefit programs
offered by the Company to its employees. Xxxxx acknowledges that, as of the
date of this Agreement, the Company does not have such employee benefit programs
in place. Until such programs are in place, the Board of Directors agrees to
exercise it best efforts to induce the Bank of Powhatan, N.A. to allow Xxxxx to
participate in its health insurance program.
As of the date of this Agreement, Xxxxx also acknowledges that there are no
retirement, bonus or stock option programs in place for employees of the
Company. The Board of Directors agrees that such incentive and retirement
programs shall be developed, and agrees that Xxxxx shall be allowed to
participate in such programs on an equal basis with other members of senior
management. As soon a practical, the Company also plans to purchase directors'
and officers' liability insurance, and agrees to cover Xxxxx thereunder.
Xxxxx will develop, in conjunction with the Chairman and Chief Executive
Officer, performance criteria for the position of president, which shall be
submitted for approval by the Board of Directors. Based on that criteria, Xxxxx
shall be evaluated and thus eligible for a salary increase not later than a
twelve-month period.
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Exhibit 10.2
The length of this Agreement shall be for a period of three years from the date
Xxxxx begins work for the Company. During this period, should Xxxxx be
terminated "without cause", the Company shall pay to him one year's salary. At
the end of this three-year term, without objection by the Board of Directors,
this Agreement may be extended by mutual agreement for not less than one nor
more than three years. Should Xxxxx, be terminated "for cause", he will not be
entitled to any compensation from the date of termination.
"Cause" shall be defined as:
1) Gross incompetence, gross negligence, misconduct in office or breach
of a fiduciary duty to the Company;
2) Conviction of a felony, crime of moral turpitude, embezzlement or
fraud;
3) Any act of dishonesty with respect to the Company or any of its
affiliates;
4) Conduct by Xxxxx that jeopardizes the ordinary operation of the
Company.
The Board of Directors represents to Xxxxx that the Company is duly organized
under the laws of the Commonwealth of Virginia. The Board knows of no legal or
regulatory matters pending that could adversely affect the operation or
development of the Company, or that should be duly disclosed.
Xxxxx represents to the Board of Directors that he knows of no legal or
regulatory matters pertaining to his current or previous employment or other
matters that should be made known to the Board of Directors in determining that
he is suited to be the president of a bank holding company.
Signed: Signed:
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxx
Chairman of the Board
CC: Members of the Board of Directors
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