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EXHIBIT (10) - 11
FORM OF EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is effective _________,
1999 (the "Effective Date"), by and between The Banc Corporation, a Delaware
corporation ("TBC"), C&L Bank of Bristol, a Florida banking corporation (the
"Bank" or "Employer"), and Xxx X. Xxxxx ("Executive").
Recitals
WHEREAS, TBC has entered into that certain Plan and Agreement of
Merger, dated as of February 25, 1999, by and between The Banc Corporation and
C&L Banking Corporation (the "Company") (the "Plan of Merger"), pursuant to
which the Company will be merged with and into TBC and the Bank will become a
subsidiary of TBC;
WHEREAS, Executive has been and continues to be employed by the Bank
and as a condition to the consummation of the transactions provided for in the
Plan of Merger, Executive and Employer have agreed to enter into this agreement;
WHEREAS, the Employer desires to employ Executive as the President of
the Bank and the Executive is willing to accept such employment;
Agreement
NOW THEREFORE, in consideration of the mutual recitals and covenants
contained herein, the parties hereby agree as follows:
1. EMPLOYMENT. Employer agrees to employ Executive and Executive
agrees to be employed by Employer, subject to the terms and provisions of this
Agreement.
2. TERM. The employment of Executive by Employer as provided in
Section 1 will be for a period of three (3) years commencing on the Effective
Date for a three year term and terminable by Employer only upon prior notice
pursuant to Section 8 for a period equal to the remaining term or otherwise as
provided in Section 7. The Board of Directors of Employer shall review this
Agreement at least annually to consider renewal for an additional three-year
term.
3. DUTIES; EXTENT OF SERVICES. Executive shall perform for
Employer all duties incident to the position of President of the Bank. In
addition, Executive shall engage in such other services for Employer or its
affiliates as Employer from time to time shall direct. Executive shall use his
best efforts in, and devote his entire time, attention, and energy, to
Employer's business; provided that nothing contained herein is intended to
prohibit Executive from spending a reasonable amount of time managing his
personal investments and discharging his civic responsibilities as long as such
activities do not interfere with his duties and obligations under this
Agreement.
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4. COMPENSATION.
During the Term of this Agreement:
a. Compensation: Executive's total annual cash
compensation shall be an amount not less than $120,000.
b. Life Insurance: Term life insurance equal to two
times base compensation, plus life insurance policies on dependents.
c. Insurance: Fully paid health insurance (employee and
dependents, customary plan), fully-paid disability and dental
insurance.
d. Retirement: Standard plans offered by Employer,
including profit-sharing, 401K, etc.
e. Civic clubs: Employer pays fees for any clubs which
Executive joins at Employer's request.
f. Vacation, sick days, holidays: pursuant to Employer's
standard policies.
g. Other executive compensation plans: Full
participation in other executive level compensation plans offered by
the Employer and affiliates until termination of this agreement.
5. DISCLOSURE OF INFORMATION. Executive will not, during or after
the term of this Agreement, (i) disclose any confidential information or any
information regarding the business or operations of TBC or Employer to any
person, firm, corporation, association, or other entity not employed by or
affiliated with TBC or Employer for any reason on purpose whatsoever, or (ii)
use any confidential information for any reason other than to further the
business of TBC and Employer. Executive agrees to return any written
confidential information, and all copies thereof, upon the termination of
Executive's employment (whether hereunder or otherwise).
6. NON-COMPETITION. Except as specifically provided otherwise in
this Agreement, during the period of his employment by Employer and for such
time as Employer is paying to Executive any of the compensation provided in
Section 4 and for one year thereafter, Executive will not, directly or
indirectly, carry on or engage in the business of banking or solicit or do
similar business with any customer of the Bank, TBC or its subsidiaries in
Xxxxxxx County, Florida, Liberty County, Florida or in any county located west
of Xxxxxxx or Liberty County, Florida. The Employee agrees that the geographic
scope and duration of the foregoing restriction on competition is reasonable.
Employee agrees to execute and deliver such certifications and other instruments
as the Employer may reasonably request in order to show compliance with the
terms of this provision.
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7. TERMINATION.
a. Employer shall be obligated to comply with all provisions of
this Agreement and may terminate Executive only For Cause. "For Cause" shall
mean (i) any act on the part of Executive which constitutes fraud or willful
malfeasance of duty or an act of moral turpitude and is demonstrably likely to
lead to material injury to the Bank or TBC, (ii) a felony conviction of
Executive; or (iii) the suspension or removal of Executive by federal or state
banking regulatory authorities; provided, that "For Cause" shall not include
Executive's medical disability.
b. If Employer terminates Executive's employment hereunder "For
Cause" or if Executive terminates his employment hereunder Executive shall not
be entitled to any further compensation from Employer and the provisions of
Section 6 shall survive for one year following the date of such termination.
c. If Employer terminates Executive other than "For Cause", (i)
all rights and obligations specified in Section 6 shall survive any such
termination for three years following the date of such termination and, (ii)
Executive shall continue to receive the compensation provided for in Section 4
for three years following the date of such termination.
d. The provisions of Section 5 shall survive regardless of any
termination of Executive's employment hereunder, whether voluntary or
involuntary.
8. NOTICE. For the purposes of this Agreement, notices and
demands shall be deemed given when mailed by United States mail, addressed in
the case of the Bank to C&L Bank of Bristol, Xxxx Xxxxxx Xxx 000, Xxxxxxx,
Xxxxxxx 00000, Attention: Chief Executive Officer with a copy to The Banc
Corporation, 00 Xxxxx 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Xxxxx
X. Xxxxxx; or in the case of the Executive to Xxxx Xxxxxx Xxx 000, Xxxxxxx,
Xxxxxxx 00000.
9. MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such modification, waiver or discharge is agreed to
in writing. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Alabama. This Agreement
supersedes and cancels any prior employment agreement or understanding entered
into between Executive and the Company, the Bank or TBC.
10. VALIDITY. The invalidity of any provision or provisions of
this Agreement shall not affect any other provision of this Agreement, which
shall remain in full force and effect, nor shall the invalidity of a portion of
any provision of this Agreement affect the balance of such provision.
11. PARTIES. This Agreement shall be binding upon and shall inure
to the benefit of any successors or assigns to the the Bank or TBC. Executive
may not assign any of his rights or delegate any of his duties or obligations
under this Agreement or any portion hereof.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by Executive and by a duly authorized officer of the Bank and TBC as of the date
first above written.
Witnesses:
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Xxx X. Xxxxx
Attest: C&L BANK OF BRISTOL
By: By:
-------------------------------- --------------------------------
Its: Secretary
Its:
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[Corporate Seal]
Attest: THE BANC CORPORATION
By: By:
-------------------------------- --------------------------------
Its: Secretary
Its:
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[Corporate Seal]
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