EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is made and
entered into on January 7, 1997 by and among REPUBLIC SECURITY BANK, a Florida
state bank (the "Bank"), and XXXXX XXXX ("Executive").
W I T N E S S E T H:
WHEREAS, the Bank desires to employ Executive upon the terms
and conditions set forth herein and is willing to agree to the employment terms
and conditions set forth herein, but only on the condition that Executive agrees
to enter into the non-competition, non-disclosure and non-solicitation covenants
contained herein; and
WHEREAS, Executive desires to be employed by the Bank upon the
terms and conditions set forth herein, including such non-competition,
non-disclosure and non-solicitation covenants, and has negotiated with the Bank
for the compensation, benefits and conditions set forth herein; and
WHEREAS, Executive is a key executive and a shareholder of
Family Bank and such non-competition, non-disclosure and non-solicitation
covenants are given in connection with, and as a precondition to, the merger of
Family Bank into the Bank;
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follow:
1. EMPLOYMENT. This Agreement shall be effective as of the
date of (the "Effective Date"), and only in the event of, the merger of Family
Bank into Republic Security Bank pursuant to the Agreement and Plan of Merger of
even date herewith. Subject to the terms and upon the conditions set forth
herein, the Bank agrees to employ Executive, and Executive accepts and agrees to
such employment, as of the Effective Date, in the capacity and for the term of
employment specified herein.
2. SCOPE OF EMPLOYMENT. Executive shall be employed as
Executive Vice President and Broward County Executive of the Bank. As such,
Executive shall be responsible for Broward County business development for the
Bank and shall have administrative responsibility for the Bank's operations and
banking centers located in Broward County. He will serve on the Bank's
Management Executive Committee, Management Operating Committee, Management Loan
Committee and Management Compensation Committee. He shall also have such other
responsibilities, duties and authority as the President of the Bank may from
time to time determine. Executive shall be obligated to devote his full working
time to the performance of his duties hereunder.
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Executive shall at all times be subject to the direction and
control of the President and Board of Directors of the Bank, and all acts of
Executive in the performance of his duties hereunder shall be carried out in
conformity with the policies, directions and limitations as from time to time
established by the President or Board of Directors.
3. COMPENSATION. Executive shall be entitled to the following
compensation:
(a) Base Salary. During the Term, the Bank shall pay Executive
a base salary at the rate of $100,000 per annum, payable in accordance with the
customary practices of the Bank. The rate of base salary may be adjusted (but
not to less than $100,000) from time to time at the sole discretion of the Board
of Directors.
(b) Cash Incentive Compensation. The Company shall pay to the
Executive an additional amount over and above the Base Salary to which he is
entitled, for all periods during which this Agreement shall be in effect. Such
additional amount shall be the "Cash Incentive Compensation" which shall be in
an amount up to twenty-eight percent (28%) of the Executive's base salary, 75%
of which is dependent on the President's judgement as to whether or not the
Executive has achieved the goals specifically assigned for his business unit for
the fiscal year and 25% of which is dependent on achievement of Republic
Security Bank's consolidated budget for the fiscal year. Such goals shall be
expressed for each quarter of the fiscal year. Accordingly, 75% of the maximum
overall 28% Cash Incentive Compensation shall be available to the Executive in
four equal amounts for quarterly determination, with the remaining 25% of the
overall 28% Cash Incentive Compensation available after the conclusion of the
fiscal year for determination based on achievement of the Bank's consolidated
budget for the fiscal year. If the Executive does not earn the entire Cash
Incentive Compensation available for any given fiscal quarter or fiscal year, it
shall be understood that the unearned amount does not carry over to any
subsequent fiscal quarter. No cash incentive compensation shall be payable for
any fiscal quarter or fiscal year for which Executive is not in the employ of
the Bank on the last day thereof.
(c) Automobile. The Company shall furnish the Executive with
the use of an automobile at the Company's expense for the performance of his
duties on behalf of the Company and Executive shall use such automobile for that
purpose. The costs of operation, maintenance and insurance shall be paid by the
Company in accordance with Company policies and procedures in effect from time
to time. The Executive shall be an additional named insured on the liability
insurance coverage. Executive shall account for the use and expenses of the
automobile in accordance with the policies and procedures of the Company.
4. BENEFITS. During the Term, the Bank shall provide Executive with such
fringe benefits as shall be available generally to all executives of the Bank
from time to time.
5. REIMBURSEMENT OF EXPENSES. The Bank shall promptly reimburse Executive
for all reasonable and ordinary expenses incurred by him in the performance of
his duties hereunder, provided that Executive accounts to the Bank therefor in
the manner prescribed by the Bank.
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6. TERM OF EMPLOYMENT. The term of employment pursuant to this Agreement
(the "Term") shall commence on the Effective Date and shall continue until the
first to occur of the following:
(a) December 31, 1998, unless sooner terminated as hereinafter provided. On
December 31, 1998, and on the last day of December of each year thereafter, the
term of the Executive's employment pursuant to this Agreement shall be extended
one additional year only upon the mutual consent of the Executive and the
Company. The Company's consent shall require the explicit review of this
Agreement and approval thereof by the Company's Board of Directors during the
period 60 days prior to such last day of December. In the event that the Board
of Directors fails to explicitly review and communicate its decision to renew
this Agreement for one additional year or terminate this Agreement, this
Agreement shall automatically renew for one additional year.
(b) Executive's resignation. Executive agrees to provide the Bank written
notice at least 60 days in advance of the effective date of resignation.
(c) Executive's death or disability. "Disability" shall mean such physical
or mental incapacity which renders Executive incapable of fully performing his
duties pursuant to this Agreement for a continuous period of 90 days.
(d) Termination of employment by the Bank for Cause.
(e) Termination of employment by the Bank without Cause.
"Cause" as used in this Agreement shall mean:
(i) gross negligence or willful misconduct by Executive in connection with his
employment hereunder or the business of the Bank;
(ii) Executive's misappropriation of the Bank's assets or property;
(iii)Executive's conviction of, or plea of guilty to, a crime involving fraud
or any felony; or
(iv) Executive's failure to comply with any material term, covenant or condition
contained herein.
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7. RIGHTS OF EXECUTIVE UPON TERMINATION. Executive shall not be entitled to
any compensation or benefits upon any termination of this Agreement except to
the extent provided in this Section 7.
In the event of termination by the Bank without Cause prior to
December 31, 1998, or in the event of a termination without Cause in an
subsequent one-year term, the Bank shall pay Executive, and Executive agrees to
accept from the Bank, as Executive's sole and exclusive remedy for termination,
an amount equivalent to the Executive's current annual base salary as defined in
Section 3(a) hereof, which amount may be paid, at the Bank's option, in a lump
sum or in equal installments through the Bank's normal payroll system over the
course of the ensuing year.
In the event of termination of employment hereunder for any
reason other than termination by the Bank without Cause, Executive shall receive
only the compensation accrued through the date of termination.
8. NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION. In consideration
of the Bank entering into this Agreement, Executive agrees to each of the
following covenants:
(a) Non-Competition. During the Term, Executive agrees not to
engage, directly or indirectly, in any aspect of the financial institutions
business, including for state, national or foreign banks, state or federal
savings associations, credit unions, mortgage or loan companies or any other
entity in the business of making or acquiring loans or taking deposits (the
"Banking Business"), whether as shareholder, partner, director, employee, agent,
consultant or otherwise. In the event of termination of Executive's employment
hereunder, other than termination by the Bank without Cause, Executive, until 24
months after the date of termination, agrees not to engage, directly or
indirectly, in the Banking Business in any capacity in Broward County, Florida.
(b) Non-Disclosure. Executive agrees to (i) hold all trade
secrets and other confidential or proprietary information of the Bank, including
the names and circumstances of loan and deposit customers of the Bank, in trust
and confidence for the Bank and shall not use or disclose any such information
except in connection with the business of the Bank and (ii) be liable for
damages incurred by the Bank as a result of disclosure of any such information
by Executive (without the prior written consent of the President) for any
purpose other than the business of the Bank, either during his employment or at
any time after termination of his employment with the Bank for any reason
whatsoever (including without Cause). Notwithstanding the foregoing, Executive
may disclose any such information to the extent such disclosure is compelled by
applicable law or to the extent such information becomes publicly available
other than by unauthorized disclosure by Executive.
(c) Non-Solicitation. For a period of 24 months after the
Term, Executive agrees not, directly or indirectly, on behalf of any trade or
business, to aid or endeavor to solicit, induce or recommend any employees of
the Bank to leave their employment with the Bank.
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(d) Covenants Not Exclusive. Executive agrees that the covenants set forth
in Sections 8(a), (b) and (c) hereof are in addition to any rights the Bank may
have in law or at equity.
(e) No Adequate Remedy at Law. Executive acknowledges and agrees that it
may be impossible to measure in money the damages which the Bank will suffer in
the event Executive breaches any of the covenants in this Section 8. Therefore,
if the Bank shall institute any action or proceeding to enforce the provisions
hereof, Executive hereby waives and agrees not to assert in any such action or
proceeding the claim or defense that the Bank has an adequate remedy at law. The
foregoing shall not prejudice the right of the Bank to require Executive to
account for and pay over to the Bank the compensation, profits, monies, accruals
or other benefits derived or received by Executive as a result of any
transaction constituting a breach of the covenants set forth in this Section 8.
9. SEVERABILITY. Each provision hereof is severable from this Agreement,
and if one or more provisions hereof are declared invalid, the remaining
provisions shall nevertheless remain in full force and effect. If any provision
of this Agreement is so broad, in scope or duration or otherwise as to be
unenforceable, such provision shall be interpreted to be only so broad as is
enforceable.
10. OTHER AGREEMENTS. Executive agrees that, on the Effective Date, any
employment agreement, severance agreement or other oral or written agreement
regarding his compensation or benefits with Family Bank shall automatically
terminate without payment of any amount on account of such termination or of the
merger of Family Bank into the Bank; except that the options granted to
Executive in that certain Employment Contract, by and between Family and
Executive, dated May 29, 1992, shall survive such termination and remain
outstanding in accordance with the terms thereof and as modified by the
Agreement and Plan of Merger between Family Bank and the Bank. Executive
represents and warrants that this Agreement and the performance of Executive's
obligations hereunder will not conflict with, result in the breach of any
provision of, or the termination of, or constitute a default under, any
agreement to which Executive is a party or by which Executive is bound.
11. NOTICE. Any notice to be given hereunder shall be given in writing.
Notice shall be deemed to be given when delivered by hand to, or one business
day after being delivered to an overnight courier service, addressed to:
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If to the Bank:
Republic Security Bank
0000 Xxxxxxxx Xxxxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxx, President
and Chairman of the Board
If to Executive:
Xxxxx Xxxx
0000 Xxxxxxxx Xxx
Xxxxxx, Xxxxxxx 00000
or to such other address as either party may give notice of to the other.
12. NO WAIVER. The failure to enforce at any time any of the
provisions of this Agreement, or to require at any time performance by the other
party of any of the provisions hereof, shall in no way be construed to be a
waiver of such provisions or to affect the validity of this Agreement, or any
part hereof, or the right of either party thereafter to enforce each and every
such provision in accordance with the terms of this Agreement.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties with respect to the subject matter hereof and supersedes any and all
prior understandings, agreements or correspondence between the parties. It may
not be amended or extended in any respect except by a writing signed by all
parties hereto.
14. GOVERNING LAW. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of Florida.
15. PREVAILING PARTY. In the event that any litigation or other dispute
arises to enforce or interpret any term or terms of this Agreement, the
prevailing party shall be entitled, in addition to any other damages or remedy,
to receive from the other party its reasonable attorneys' fees and costs.
16. ASSIGNMENT. Neither this Agreement nor any right, remedy, obligation or
liability arising hereunder or by reason hereof may be assigned or delegated by
either party without the prior written consent of the other party.
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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
date first above written.
REPUBLIC SECURITY BANK
By /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx,
President and Chairman of the Board
/s/ Xxxxx Xxxx
Xxxxx Xxxx
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