EXHIBIT (10)-19
EMPLOYMENT AGREEMENT STANDSTILL AGREEMENT
This Employment Agreement Standstill Agreement ("Standstill Agreement") is
entered into as of January 24, 2005, by and among The Banc Corporation, a
Delaware corporation (the "Corporation"), The Bank, an Alabama banking
corporation and wholly-owned subsidiary of the Corporation (the "Bank"), and X.
Xxxxxxx XxXxxxxx, Jr. an individual resident of Alabama (the "Executive").
Whereas each of the Executive, the Bank and the Corporation is a party to
that Employment Agreement (the "Employment Agreement") made as of the 16th day
of January, 2001, which Agreement is attached hereto as Exhibit A.
Whereas the Corporation acknowledges that it is making certain management
changes that give rise to the Executive's rights under Section 4 (a)(iv) and 4(
c ) of the Employment Agreement.
Whereas Executive is willing to continue to serve the Corporation and the
Bank as Executive Vice President, General Counsel and Secretary, pursuant to the
Employment Agreement, subject to this Standstill Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter set forth, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. The Employment Agreement shall remain in full force and effect
entitling the Executive to all of the rights, payments, privileges and benefits
under the Employment Agreement, which will not be modified or changed in any way
without Executive's written consent, except as set forth herein. The Executive
shall continue to serve as Executive Vice President, General Counsel and
Secretary of the Corporation and the Bank under the Employment Agreement.
2. On or before the first anniversary of this Standstill Agreement,
Executive and the Corporation will discuss Executive's continued employment
relationship with the Corporation.
3. At anytime following the first anniversary of this Standstill
Agreement, in his sole discretion, for any reason, or even for no reason, the
Executive may terminate his employment under the Employment Agreement pursuant
to Section 4(a)(iv) of the Employment Agreement by delivering a Notice of
Termination specifying only the effective date of termination and Executive will
be entitled to, and the Corporation and the Bank expressly acknowledge and agree
that Executive shall be due and the Corporation and the Bank will cause the
Executive to receive, all rights, payments,
privileges and benefits under the Employment Agreement, specifically including,
but not limited to, those included in Sections 4 (c), (d) and (e) of the
Employment Agreement.
4. Except as specifically modified by this Standstill Agreement, all terms
and conditions of the Employment Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Standstill Agreement to be
executed and its seal to be affixed hereunto by its officers thereunto duly
authorized, and the Executive has signed and sealed this Standstill Agreement,
effective as of the date first above written.
THE BANK
By: /s/ Xxxxx X. Xxxxxx
____________________________________
Name: Xxxxx X. Xxxxxx
____________________________________
Its: President and Chief Executive Officer
________________________________________
THE BANC CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
____________________________________
Name: Xxxxxxx X. Xxxxxxxx, as
Chairman of the Compensation
Committee of the Board of Directors
ATTEST:
/s/Xxxxxxx X. Xxxxxxx
________________________________
Corporate Secretary
(CORPORATE SEAL)
EXECUTIVE:
/s/ X. Xxxxxxx XxXxxxxx, Jr.
_____________________________________
X. Xxxxxxx XxXxxxxx, Jr.
