EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made and entered into as of the 6th
day of January, 2000, by and between:
(i) Xxxxxx X. Xxxxx, an individual of Miami, Florida (the "Employee")
and
(ii) 21st Century Holding Company, a Florida corporation with offices
and place of business in Plantation, Florida (the "Company") and
(iii) FedFirst Bank, in organization in Plantation, Florida (the
"Bank").
P R E L I M I N A R Y S T A T E M E N T
WHEREAS, the Company is engaged in the banking and insurance business and
desires to employ Employee and to secure for the Company and the Bank the
benefit of Employee's experience, efforts and abilities in connection with the
business of the Company and the Bank, all as provided herein; and
WHEREAS, the Company has and will continue to expend substantial resources in
connection with the aforementioned endeavors; and
WHEREAS, the Company desires to engage Employee initially as Chief Financial
Officer ("CFO") of the Company, to perform such executive duties as a CFO of the
Company would normally perform or as otherwise specified in applicable
provisions of the by-laws of the Company in effect on the date of this
Agreement, and shall perform, in addition thereto, such other reasonable duties
as the Company may reasonably request;
WHEREAS, at such time as the Bank is chartered the Company desires that Employee
resign as Chief Financial Officer of the Holding Company, and desires to engage
Employee as Chief Executive Officer ("CEO") of the Bank, to perform such
executive duties as a CEO of the Bank would normally perform, and shall perform,
in addition thereto, such other reasonable duties as the Bank may reasonably
request;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Employment. Effective as of the date set forth above, the Company
employs Employee, and Employee hereby accepts employment by Company, and agrees
to serve the Company, upon the terms and conditions set forth in this Agreement.
2. Term of Employment. The Employee shall be employed for a period of
two (2) years from the date set forth in Paragraph 1 herein (the period of
employment may be referred to as the "Term of Employment").
3. (a) Duties of Employee as CFO of the Company. So long as employed
hereunder as
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the CFO of the Company, Employee agrees to devote Employee's full
business time and energy to the business and affairs of the Company,
to perform Employee's duties hereunder effectively, diligently and to
the best of Employee's ability and to use Employee's best efforts,
skill and abilities to promote the Company's interests. Employee's
duties shall include, but are not limited to, such executive duties as
a Chief Financial Officer of the Company would normally perform or as
otherwise specified in applicable provisions of the by-laws of the
Company in effect on the date of this Agreement, and shall perform, in
addition thereto, such other services as may be determined by the
Company from time to time in the Company's reasonable discretion.
(b) Duties of Employee as CEO of the Bank. Until such time as the Bank
is chartered, Employee agrees to resign as CFO of the Company and serve
as CEO of the Bank. So long as employed hereunder as the CEO of the
Bank, Employee agrees to devote Employee's full business time and
energy to the business and affairs of the Bank, to perform Employee's
duties hereunder effectively, diligently and to the best of Employee's
ability and to use Employee's best efforts, skill and abilities to
promote the Company's interests. Employee's duties shall include, but
are not limited to, such executive duties as a Chief Executive Officer
of the Bank would normally perform, and shall perform, in addition
thereto, such other services as may be determined by the Bank from time
to time in the Bank's reasonable discretion.
4. Compensation. For all services to be rendered by Employee to the
Company and the Bank during the Term of Employment, the Company agrees to
compensate Employee and Employee agrees to accept from the Company, the
following compensation:
(a) Base Salary. The Company agrees to pay Employee a minimum base
salary per week over a 52- week period payable biweekly in the
following amount:
TWO THOUSAND AND 00/100 DOLLARS ($2,000.00)
(b) Bonus. The Company agrees to pay Employee a bonus based upon
the following bonus structure:
(1) Initial Bonus: Upon the execution of this Agreement,
Employee shall receive the option to purchase 20,000 shares of
stock of the Company at $10.00 per share pursuant to the 1998
Stock Option Plan (refer to attachment "21st Century Holding
Company 1998 Stock Option Plan) of 21st Century Holding
Company.
(c) Medical Insurance. In addition to the Employee's salary and
bonus, as set forth above, and so long as Employee is employed
by the Company, the Company agrees to provide and pay the
premium cost for medical insurance coverage for the Employee
commensurate with the coverage provided by the Company for
other similarly situated employees.
5. Termination. The Company may terminate employee's employment with the
Company if any of the following shall occur:
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(a) Employee shall be discharged for "good cause" which shall mean
that:
(i) there has been continued gross neglect on the part of
the Employee in the performance of Employee's duties under
this Agreement with notice and an opportunity to cure: or
(ii) Employee shall have committed a material breach of any
term or condition of this Agreement; or
(iii) Employee is convicted of a felony or of any crime
involving moral turpitude which is committed by Employee
during the term of this Agreement.
(iv) Employee continued to neglect Employee Handbook Policies
and Procedures.
If Employee's employment by the Company shall be terminated as provided
in this Section 5 or if Employee voluntarily terminates Employee's employment by
the Company, the Employee shall be entitled to Employee's base weekly salary (as
provided in Section 4(a) above) prorated only through the date of the
termination of employment.
(b) Notwithstanding the provisions of paragraph (a), all parties
agree to the following:
(ii) The Bank's Board of Directors may terminate the
Employee's employment at anytime, but any termination
by the Bank's board of Directors other than termination
for cause, shall not prejudice the Employee's right to
compensation or other benefits as agreed to under the
original employment agreement. The Employee shall have
no right to receive compensation or other benefits for
any period after termination for cause. Termination for
cause shall include termination due to the Employee's
personal dishonesty, incompetence, willful misconduct,
breach of fiduciary responsibility involving personal
profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final
cease and desist order, or material breach of any
provision on the contract.
(ii) If the Employee is suspended and/or temporarily
prohibited from participating in the conduct of the
Bank's affairs by any notice served by any Federal
Regulatory Agency under Section 8 of the Federal Deposit
Insurance Act, the Bank's obligations under the contract
shall be suspended as of the date of service unless
stayed by appropriate proceedings. If the charges are
dismissed, the Bank may, in its discretion, pay the
Employee all or part of the withheld compensation while
its contractual obligations were suspended and reinstate
(in whole or in part) any of its obligations that were
suspended.
(iii) If the Employee is removed and/or permanently prohibited
from participating in the conduct of the banks affairs
by an order issued by any Federal Regulatory Agency
under Section 8 of the Federal Deposit Insurance Act,
all obligations of the Bank under the contract shall
terminate as of the effective
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date of the order. However, vested night of the
contracting parties shall not be affected.
(iv) If the Bank is in default, (as defined in the Federal
Deposit Insurance Act), all obligations under the
contract shall terminate as of the date of default, but
this action shall not affect any of the vested rights of
the contracting parties:
(v) All obligations under the contract shall be terminated,
except to the extent determined that continuation of the
contract is necessary of the continued operation of the
Bank by:
o The Director or his or her designee, at
the time the Federal Deposit Insurance
Corporation or Resolution Trust
Corporation enters into an agreement to
provide assistance to, or on behalf of the
Bank under the authority contained in the
Federal Deposit Insurance Act; or
o The Director or his or her designee, at
the time the Director or his or her
designee approves a supervisory merger to
resolve problem related to operation of
the Bank or when the Bank is determined by
the Director to be in an unsafe or unsound
condition.
Any rights of the parties that have already vested, however, shall not be
affected by such action.
6. Annual Review. All parties agree that upon chartering of the Bank, each year
the Bank's Board of Directors will review the performance and compensation
arrangements between the Bank and Employee, with such action documented in the
FedFirst board of directors' minutes.
7. Salary Allocation. Upon Employee's resignation as CFO of the Company and
upon Employee's service as CEO of the Bank, the Bank agrees to reimburse the
Company for 50% of the payments made to Employee pursuant to the terms of this
Agreement, as partial compensation to the Company for Employee's services as a
full-time employee of the Bank.
8. Confidentiality Agreement. The Employee recognizes, acknowledges and agrees
that the documents, lists, files, records, data and other information developed
and acquired by the Company, including all information developed and acquired by
the Employee in the course of Employee's employment with the Company as it may
exist from time to time, are considered confidential, and include, but are not
limited to, all information relating to the Company's projects, proposed
projects or applications (the "Confidential Information").
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(a) Prohibited Acts. The Employee understands and agrees that all
such Confidential Information is to be preserved and
protected, is not to be disclosed or made available, directly
or indirectly, to third persons for purposes unrelated to the
objectives of the Company, without prior authorization of an
executive officer of the Company, and is not to be used,
directly or indirectly, for any purpose unrelated to the
objectives of the Company without prior written authorization
of an executive officer of the Company.
(b) Continuing Obligations. The Employee understands and agrees
that Employee's obligations under this Agreement, specifically
including the obligations to preserve and protect and not to
disclose (or make available to third persons) or use for
purposes unrelated to the objectives of the Company, without
prior written authorization of an executive officer of the
Company, Confidential Information, continue indefinitely and
do not, under any circumstances or for any reason
(specifically including wrongful discharge), cease upon
termination of employment; and that, in the event of
termination of the Employee's employment for any reason
(specifically including wrongful discharge), such Confidential
Information shall remain the sole property of the Company and
shall be left in its entirety in the undisputed possession and
control of the Company after such termination.
9. Enforcement of Covenants. In addition to all other remedies available at law
or in equity, the covenants contained in Sections 6 and 7 hereof shall be
enforceable by decree of specific performance and/or injunctive relief and shall
be construed as separate covenants covering competition in the geographical
territory set forth, and if any court shall finally determine that the
restraints provided for therein are too broad as to the area, activity or time
covered, then the area, activity or time covered, as the case may be, may be
reduced by such court to whatever extent the court deems reasonable and such
covenants shall be enforced as to such reduced area, activity or time.
10. Notices. All notices, demands and other communications which may or are
required to be given to or made by either party to the other in connection with
this Agreement shall be in writing, shall be given by hand delivery or by United
States Certified or Registered mail, return receipt requested, postage prepaid,
and shall be deemed to have been given or made when received by the addressee,
addressed to the respective parties as follows:
If to Employee: XXXXXX X. XXXXX
00000 X.X. 00 Xxxxxx
Xxxxx, Xxxxxxx 00000
If to Company
Or the Bank: 21ST CENTURY HOLDING COMPANY
0000 X.X. 0xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx
11. Miscellaneous:
(a) This Agreement has been executed in and shall be governed and
construed in
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accordance with the laws of the State of Florida.
(b) Unless otherwise provided herein, all rights, powers, and
privileges conferred hereunder upon the parties shall be cumulative and not
restrictive of those given by law.
(c) No failure of any party hereto to exercise any power given such
party hereunder or to insist upon strict compliance by the other party with its
obligations hereunder, and no customary practice of the parties at variance with
the terms hereof, shall constitute a waiver of a party's right to demand exact
compliance with the terms hereof.
(d) Time is of the essence in complying with the terms, conditions and
provisions of this Agreement.
(e) This Agreement contains the entire agreement of the parties hereto
pertaining to the subject matter hereof, and no representation, inducements,
promises or agreements between the parties not contained herein shall be of any
force or effect.
(f) This Agreement is binding upon and shall inure to the benefit of
the Company, its successors and assigns, the Bank, its successors and assigns,
and the Employee and his respective heirs, personal representatives, successors
and assigns.
(g) Any amendment to this Agreement shall not be binding upon the
parties to this Agreement unless such amendment is in writing and due executed
by all the parties hereto.
(h) In the event any litigation or controversy arises out of or in
connection with this Agreement between the parties hereto, the prevailing party
in such litigation or controversy shall be entitled to recover from the other
party or parties all reasonable attorney's fees, expenses and suit costs,
including those associated with any appellate or post-judgment collection
proceeding.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day, month and year first above written.
--------------------------------
XXXXXX X. XXXXX
(the "Employee")
21ST CENTURY HOLDING COMPANY
a Florida corporation
By:------------------------------
Name: Xxxxxx X. Xxxxxx
-----------------------------
Title: President
---------------------------
(the "Company")
FIRSTFED BANK (IN ORGANIZATION)
By:-----------------------------
Name:---------------------------
Title:--------------------------
(the "Bank")
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