EXHIBIT 10(n)
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made as of the 20th day of
February, 1997, by and between The First Bank of Brunswick (the "Bank"), and
Xxxxxxx X. Xxxxxx (the "Executive").
WITNESSETH:
WHEREAS, the Bank desires to retain the services of and employ the
Executive, and the Executive desires to provide services to the Bank,
pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the promises and of the covenants and
agreements herein contained, the Bank and the Executive covenant and agree as
follows:
1. Employment. Pursuant to the terms and conditions of this Agreement,
the Bank agrees to employ the Executive and the Executive agrees to render
services to the Bank as set forth herein.
2. Position and Duties. During the term of this Agreement, the Executive
shall serve as President and Chief Executive Officer of the Bank, and shall
undertake such duties, consistent with such title and consistent with the
duties performed by the Executive in such capacity prior to the date of this
Agreement, as may be assigned to Executive from time to time by the Board of
Directors of the Bank (referred to as the "Board").
3. Term. The initial term of this Agreement shall be for a period of two
years, commencing with the date hereof and expiring (unless sooner terminated
as otherwise provided in this Agreement or unless otherwise extended as
provided in this Agreement) on the second anniversary of this Agreement,
which date, including any earlier or later date of termination shall be
referred to as the "Expiration Date." The term of this Agreement and the
employment of the Executive by the Bank hereunder shall be deemed
automatically renewed for successive periods of one year commencing on the
second anniversary date of this Agreement, unless either party gives the
other written notice, at least 90 days prior to the end of the then term of
this Agreement.
4. Compensation. During the term of this Agreement, the Bank shall pay or
provide to the Executive as compensation for the services of the Executive
set forth in Section 2 hereof:
(a) A base annual salary of $125,000 payable in such periodic installments
as salary is paid to other employees of the Bank (such base salary to be
subject to increase thereafter by the Board in its discretion); and
(b) The Executive shall be entitled to such individual bonuses and other
compensation to the Executive as may be authorized by the Board from time to
time.
5. Benefits. The Bank shall provide to the Executive such medical,
health, and life insurance as well as other benefits as the Board shall
determine from time to time. At a minimum, the Executive shall be entitled
to participate in all employee benefit plans offered by the Bank to its
employees generally. The Bank shall provide to the Executive an automobile,
to be replaced on the earlier of three years or 50,000 miles, with such
specifications as may be approved by the Board. The Bank also shall
reimburse the Executive for membership in a country club selected by the
Executive and such other social clubs as shall be mutually agreed upon by the
Bank and the Executive.
6. Vacation. The Executive shall take such vacation time at such periods
during each year as the Board and the Executive shall determine from time to
time, the amount of such vacation time to be consisted with the policies of
the Bank. The Executive shall be entitled to full compensation during such
vacation periods.
7. Termination. The employment of the Executive may be terminated:
(a) By the Bank at any time and immediately upon written notice to the
Executive if said discharge is for cause. In the notice of termination
furnished to the Executive under this Section 7(a), the reason or reasons for
said termination shall be given and, if no reason or reasons are given for
said termination, said termination shall be deemed to be without cause and
not permitted under this Section 7(a). For purposes of this Agreement,
"cause" shall mean termination because the Executive willfully failed to
substantially perform the duties of his employment (which failure has a
material adverse effect on the Bank), or is convicted of a felony (other than
traffic violations or similar offenses).
In the event of termination for cause, the Bank shall pay the Executive only
salary, vacation, and bonus amounts accrued and unpaid as of the effective
date of termination.
(b) By the Bank without cause. If the Executive's employment is terminated
without cause, the Bank shall for a period until one year following the date
of such termination:
(i) continue to pay to the Executive the base annual salary in effect under
Section 4(a) on the date of said termination;
(ii) continue to provide for the benefit of the Executive the life insurance
benefits, the benefits set forth in Section 5, and all other benefits
provided to the Executive prior to termination; and
(iii) reimburse the Executive for continued coverage in accordance with the
Consolidated Omnibus Budget Reconciliation Act under the Bank's medical
insurance plan.
(c) By the Executive upon the Executive's resignation. If the Executive's
employment is terminated because of the Executive's resignation, the Bank
shall be obligated to pay to the Executive any salary, vacation, and bonus
amounts accrued and unpaid as of the effective date of such resignation.
(d) As a result of the death of the Executive. If the Executive's
employment is terminated by the death of the Executive, this Agreement shall
automatically terminate, and the Bank shall be obligated to pay to the
Executive's estate any salary, vacation, and bonus amounts accrued and unpaid
at the date of death.
8.Notice. All notices permitted or required to be given to either party
under this Agreement shall be in writing and shall be deemed to have been
given (a) in the case of delivery, when addressed to the other party as set
forth at the end of this Agreement and delivered to said address, (b) in the
case of mailing, three days after the same has been mailed by certified mail,
return receipt requested, and deposited postage prepaid in the U.S. Mails,
addressed to the other party at the address as set forth at the end of this
Agreement, and (c) in any other case, when actually received by the other
party. Either party may change the address at which said notice is to be
given by delivering notice of such to the other party to this Agreement in
the manner set forth herein.
9.Governing Law. This Agreement shall be construed in accordance with and
shall be governed by the laws of the State of Georgia.
10.Attorneys' Fees and Costs. In the event a dispute arises between the
parties under this Agreement and suit is instituted, the Executive shall be
entitled to recover the Executive's costs and attorneys' fees from the Bank
if the Executive is the prevailing, or substantially prevailing, party in
such proceeding. As used herein, costs and attorneys' fees include any costs
and attorneys' fees in any appellate proceeding.
00.Xx Third Party Beneficiary. This Agreement is solely between the parties
hereto, and no person not a party to this Agreement shall have any rights
hereunder, either as a third party beneficiary or otherwise. The rights and
obligations of the parties under this Agreement shall inure to the benefit of
and shall be binding upon their respective successors and legal
representatives.
12.Effect on Other Agreements. This Agreement and the termination thereof
shall not affect any other agreement between the Executive and the Bank, and
the receipt by the Executive of benefits thereunder.
13.Miscellaneous. The rights and duties of the parties hereunder are
personal and may not be assigned or delegated without the prior written
consent of the other party to this Agreement. The captions used herein are
solely for the convenience of the parties and are not used in construing this
Agreement. Time is of the essence of this Agreement and the performance by
each party of its or his duties and obligations hereunder.
14.Complete Agreement. This Agreement constitutes the complete agreement
between the parties hereto and incorporates all prior discussions, agreements
and representations made in regard to the matters set forth herein. This
Agreement may not be amended, modified or changed except by a writing signed
by the party to be charged by said amendment, change or modification.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
"EXECUTIVE" THE FIRST BANK OF BRUNSWICK
______________________________ By:______________________________
Address:
______________________________ As its: ____________________________
______________________________
