Exhibit 10.1
EMPLOYMENT AGREEMENT
(As Amended on October 17, 2000)
THIS EMPLOYMENT AGREEMENT made and entered into as of the 1st day of
January, 2000, and amended on October 17, 2000, by and between XXXX X. XXXXXX,
hereinafter referred to as "Employee," and FIRST COMMUNITY BANCSHARES, INC.,
hereinafter referred to as "the Corporation."
W I T N E S S E T H
WHEREAS, Employee has been employed by the
Corporation or its affiliates for 14 years as its Vice President and Chief
Financial Officer, pursuant to an agreement entered into between Employee and
the Corporation or its affiliates, on April 21, 1992, and currently serves as
the President and Chief Executive Officer; and
WHEREAS, the latest of such Employee Agreements, as
renewed in accordance with its terms, would otherwise terminate on the 21st of
April, 2002; and
WHEREAS, the Board of Directors of the Corporation
recognizes the significant contributions which Employee has made to the
Corporation and its affiliates during his tenure, and believes it to be in the
best interests of the Corporation to provide for stability in its senior
management;
NOW, THEREFORE, in consideration of the mutual
covenants herein set forth, Employee and the Corporation do agree to amended
terms of employment as follows:
1. Employment and Term. The Corporation hereby hires Employee,
and Employee hereby agrees to serve as its President and Chief
Executive Officer, with such duties as normally attach to such
position. Employee shall also serve in such offices for
affiliates of the Corporation as its Board of Directors may
specify. The term of this Agreement shall be for three years
effective February 25, 2000.
2. Compensation and Benefits.
a. Employee's cash compensation shall not be less than
$210,000.00, subject to adjustment at each
anniversary date. Such adjustment of annual
compensation shall be comprised of i) an increase
equivalent to the base compensation times the annual
percentage increase in the Consumer Price Index for
the preceding twelve months and ii) any discretionary
increase deemed appropriate by the Compensation
Committee to reflect changes in scope of duties and
operation, size, and complexity of the Corporation
and/or changes in market conditions for executive
salaries based on review and analysis of compensation
to
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executives of companies of similar size, scope and
operation. Such cash compensation shall be paid
biweekly during the term hereof, and if applicable,
during the severance pay period, less all customary
withholding.
b. Employee shall be awarded incentive compensation, if
any, in an amount determined appropriate by the
Compensation Committee of the Corporation based upon
an annual evaluation of achievement of key objectives
as may be established from time to time by such
Committee.
c. Employee shall be entitled to vacation of four (4)
weeks per year during the term of this Agreement. He
shall be provided the fringe benefits provided all
other full-time employees in addition to the use of a
Company provided vehicle.
3. Termination for Cause. The Corporation may terminate the
employment of Employee only for "Cause," defined herein as the
commission of acts, or omissions, by Employee which constitute
fraud, dishonesty, excessive absenteeism without approval of
the Corporation (provided such absenteeism is not caused by
disability), a criminal act involving the person or property
of others or the public generally, gross neglect of duty
resulting in substantial loss to the Corporation, or willful
failure to carry out reasonable and legal duties and
responsibilities consistent with his duties as President and
Chief Executive Officer of the Corporation, and assigned to
him. In the event the Corporation terminates Employee's
employment for Cause, then the Corporation shall not be
obligated to pay Employee any further compensation after the
date of termination.
4. Termination Without Cause. In the event the Corporation shall
desire to terminate Employee's employment without Cause, then
Employee shall be paid a salary and provided benefits of like
kind and equal to his total base compensation at the time of
his termination, which said compensation after termination
shall be provided for the greater of the balance of the term
of this Agreement, as it may be renewed from time to time
pursuant to paragraph 9, or 30 months.
5. Change in Control. Employee, upon a change in the ownership or
control of the Corporation, may terminate this Agreement at
his sole option. In the event of any termination by either
party within three years following such a change in ownership
or control, Employee shall continue to receive his salary and
benefits as in effect at the time of such change in control or
ownership, or on the date of termination, if greater, for a
period of 35 months after termination. For purposes of this
Agreement, change in control shall mean the purchase or other
acquisition by any person, entity or group of persons, within
the meaning of Section 13(d)(3) of the Securities and Exchange
Act of 1934 (the "Act"), or any comparable successor
provision, of beneficial ownership within the meaning of Rule
13(d)(3) promulgated under the Act, of 30 percent or more of
the outstanding shares of common stock of Bancshares; or the
approval by the stockholders of the Corporation of a
reorganization, merger, consolidation, share exchange or
similar transaction pursuant to which persons who were
stockholders of the Corporation immediately prior to the
effective date of such transaction do not, immediately after
such date, own more than 60 percent of the combined voting
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power entitled to vote generally in the election of directors
of the surviving or successor corporation; or a liquidation or
dissolution of the Corporation; or the sale of all or
substantially all of its assets.
6. Covenant Not to Compete; Full-time Employment. During the term
of employment and for 36 months after termination of
employment (by either party, whether or not for Cause), except
with the prior written consent of the Corporation, Employee
shall not directly or indirectly engage or participate in, or
become a director or officer of, or render advisory or other
services to, or become interested in, become an employee of,
or make any material financial investment in any firm,
corporation, holding company, business entity or other
business enterprise competing in any respect with the business
of the Corporation or any of its affiliates, whether presently
being conducted or hereafter undertaken, from a location
within 50 miles of the headquarters of the Corporation, or
within 25 miles of any other office of the Corporation or any
affiliate from which business is conducted at the time of
termination, and shall not, during such period, solicit
business or otherwise call on any person or entity which was a
customer of the Corporation or any affiliate at the date of
termination or at any time within 12 months prior to such
date. Employee shall serve the Corporation on a full-time
basis, and during the term of this Agreement, shall have no
employment contract or other written or oral agreement
concerning employment nor perform any services for any entity
or person, whether as employee, consultant or otherwise other
than the Corporation or its affiliates.
7. Proprietary Information. Employee acknowledges that while
providing services hereunder, he will have access to
information, including without limitation customer
information, strategic plans, management and operating
policies and procedures, and similar information, which
constitute proprietary information or trade secrets of the
Corporation or its affiliates. He shall not at any time,
whether during the term of this Agreement or otherwise,
disclose any of such proprietary information to any person or
entity other than the Corporation, its affiliates and
employees.
8. Amendments. The parties shall not make any modification to
this Agreement unless the same is in writing, signed by both
parties hereto.
9. Renewals. This Agreement shall be automatically renewed for
successive additional three-year periods on January 1 in each
year hereafter beginning in 2001, in the absence of notice of
non-renewal by either party given in writing to the other
party no later than September 15 of the preceding year.
10. Applicable Law. This Agreement shall be construed and applied
in accordance with the laws of the Commonwealth of Virginia.
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WITNESS the following signatures:
FIRST COMMUNITY BANCSHARES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
-------------------------------
Chairman of the Board
(As Amended on October 17, 2000)
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Xxxx X. Xxxxxx
(As Amended on October 17, 2000)
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