EXHIBIT 10.11 TO FORM 10-KSB
FOUR OAKS BANK & TRUST COMPANY
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of this 26 day of January, 1995, by
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and between FOUR OAKS BANK & TRUST COMPANY, a North Carolina banking
corporation (the "Bank"), and XXXXX X. XXXX, ("Employee").
WITNESSETH
WHEREAS, the Bank desires that Employee continue as an employee of the
Bank serving as its Chief Financial Officer; and
WHEREAS, Employee desires to continue as an employee of the Bank
serving as the Bank's Chief Financial Officer;
NOW, THEREFORE, in consideration of the premises and of the mutual
convenants contained in this Agreement, the Bank and Employee agree as follows:
1. Employment. Commencing on the date of this Agreement, Employee is
employed by the Bank as its Chief Financial Officer with the duties,
responsibilities and powers of such office as assigned to her as of the date of
this Agreement and as customarily associated with such office.
2. Term. The term of this Agreement shall commence on the date of this
Agreement and shall terminate on December 31, 1995 and shall, unless terminated
otherwise as set forth in this Agreement, be automatically extended on December
31, 1995 and each anniversary of such date for an additional term of one (1)
year unless such automatic extension is declined by either party by notice given
not less than ninety (90) days before the end of the then current term of this
Agreement.
3. Compensation and Benefits. In consideration of her services during
the term of this Agreement, Employee shall be paid compensation and benefits by
the Bank as follows:
(a) Base Salary. Employee will receive an annual base salary of Sixty-Three
Thousand Six Hundred Seventy-Three Dollars and Eight cents ($63,673.08), payable
in monthly installments. Commencing January 1, 1996, and annually thereafter,
Employee will be entitled to receive such increases in her annual base salary as
may be approved by the Board of Directors of the Bank, with each
such increase thereafter being included in her annual base salary for all
purposes.
(b) Additional Benefits. Employee shall be entitled to receive
and to participate, subject to any eligibility requirements, in all benefits
generally made available to the Bank's officers and also those generally made
available to all salaried employees of the Bank including, but not limited to,
insurance benefits, vacation, sick leave, and reimbursement of expenses incurred
on behalf of the Bank in the course of performing duties under this Agreement.
4. Termination. Employee's employment under this Agreement shall
terminate:
(a) Upon the death of Employee;
(b) Upon written notice from the Bank to Employee in the event
of illness or other disability incapacitating her from performing her duties for
six (6) consecutive months as determined in good faith by the Chief Executive
Officer of the Bank, the Board of Directors of the Bank, or a committee of the
Board;
(c) For cause upon written notice from the Bank ("Cause" for
this purpose means (i) the willful and continued failure by Employee for a
significant period of time substantially to perform her duties with the Bank
(other than any such failure resulting from her disability) after a demand for
substantial performance is delivered to Employee by the Bank's Chief Executive
Officer, Board of Directors, or a committee of the Board which specifically
identifies the manner in which the Chief Executive Officer or Board of Directors
believes that Employee has not substantially performed her duties, (ii) the
willful engaging by Employee in gross misconduct materially and demonstratively
injurious to the Bank or (iii) the conviction of Employee of any crime involving
fraud or dishonesty); or (d) Upon thirty (30) days notice from Employee to Bank
at any time within two (2) years following a change in control of the Bank.
"Change in control" means one or more of the following occurrences:
(i) A corporation, person or group acting in concert as
described in Section 13(d)(2) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), holds or acquires beneficial
ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act of
a number of shares of voting capital stock of the Bank which constitutes either
(A) more than fifty percent (50%) of the shares which voted in the election of
directors of the Bank at the shareholders' meeting immediately preceding such
determination, or (B) more than thirty-three percent (33%) of the Bank's then
outstanding shares entitled to vote.
(ii) A merger or consolidation to which the Bank is a
party (other than a pro forma transaction for a purpose such as changing the
state of incorporation or name of the Bank), if either (A) the Bank is not the
surviving corporation, or (B) the directors of the Bank immediately before the
merger or consolidation constitute less than a majority of the Board of
Directors of the Surviving Corporation; provided, however, the occurrence
described in clause (A) shall not constitute a change in control if the holders
of the Bank's voting capital stock immediately before the merger or
consolidation have the same proportional ownership of voting capital stock of
the surviving corporation immediately after the merger or consolidation.
(iii) All or substantially all of the assets of the Bank
are sold, leased, or disposed of in one transaction or a series of related
transactions.
(iv) An agreement, plan, contract, or other arrangement is
entered into providing any occurrence which, as defined in this Agreement, would
constitute a change in control.
The Bank hereby represents, warrants, and agrees that it shall give
prompt notice to Employee immediately upon learning of the consummation of any
of the events set forth in Paragraph 4(d) of this Agreement. If the Bank fails
to give such notice to Employee, the Bank shall be estopped from contesting, and
shall not contest, the adequacy of timeliness of any notice Employee may be
allowed or required to give following a change in control of the Bank.
5. Non-Assignability. This Agreement shall not be assignable by
Employee. This Agreement shall not be assignable by the Bank without the prior
written consent of Employee except to a corporation which is the surviving
entity in any merger involving the Bank or to a corporation which acquires all
or substantially all of the stock or assets of the Bank.
6. Modification. This Agreement sets forth all the terms and conditions
of the employment agreement between Employee and the Bank and can be modified
only by a writing signed by both parties. No waiver by either party to this
Agreement at any time of any breach of the other party of, or compliance with,
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.
7. Counterparts; Construction. This Agreement may be executed in
several identical counterparts, each of which when so executed shall be deemed
an original, but all such counterparts
shall constitute one and the same instrument. This Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of
North Carolina.
8. Severability. Should any provision of this Agreement be declared to
be invalid for any reason or to have ceased to be binding on the parties, such
provision shall be severed, and all other provisions shall be effective and
binding.
9. Notice. All necessary notices, demands and requests required or
permitted under this Agreement shall be in writing and shall be deemed to have
been duly given if delivered in person or mailed by certified mail, postage
prepaid, addressed as follows:
(a) If to Employee: Xxxxx X. Xxxx
00 Xxxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
(b) If to Bank: Four Oaks Bank & Trust Company
6144 US 000 Xxxxx
Xxxx Xxxx, Xxxxx Xxxxxxxx 00000
or to such other addresses as shall be furnished by either party.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
FOUR OAKS BANK & TRUST COMPANY
By: /s/ Ayden X. Xxx, Xx. President
& CEO
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Authorized Officer
ATTEST:
/s/ Xxxxx X. Xxxxx
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Secretary
[SEAL]
/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX
Employee
