STATE OF NORTH CAROLINA
COUNTY OF WAKE
EMPLOYMENT AGREEMENT
THIS AGREEMENT entered into as of October 24, 1996, by and between TRIANGLE
BANK (hereinafter referred to as "Triangle") and XXXXX X. QUICK, SR.
(hereinafter referred to as "Quick")
W I T N E S S E T H:
WHEREAS, Quick heretofore has been employed as the President and Chief
Executive Officer of Granville United Bank (the "Bank") and in such position has
provided continued leadership and guidance in the Bank's growth and development;
and,
WHEREAS, as of the date hereof, the Bank has been acquired by and merged
into Triangle; and,
WHEREAS, Triangle desires to retain the advantage of Quick's knowledge of
the Bank's operations and affairs, and his knowledge of and experience, standing
and reputation in Triangle's market area formerly served by the Bank; and,
WHEREAS, for the reasons described above, Triangle desires to retain
Quick's services as an employee of Triangle for the period specified herein, and
Quick is willing to serve as an employee of Triangle for such period; and the
parties desire to enter into this Agreement to set forth the terms and
conditions of Quick's employment with Triangle.
NOW, THEREFORE, for and in consideration of the premises and mutual
promises, covenants and conditions hereinafter set forth, and other good and
valuable considerations, the receipt and sufficiency of which hereby are
acknowledged, Triangle and Quick hereby agree as follows:
1. Employment. Triangle hereby agrees to employ Quick, and Quick hereby
agrees to serve as an employee of Triangle, all upon the terms and
conditions stated herein. As an employee of Triangle, Quick will (i) serve
as an Executive Vice President of Triangle, (ii) provide such assistance to
Triangle as it may reasonably request from time to time regarding matters
involving the former customers and employees of the Bank, loan quality
control and review, product conversion and other tasks relating to the
former operations of the Bank, (iii) promote the business of Triangle, and
advise Triangle on strategic direction, local board cultivation and
business development activities in the Bank's former market area, and (iv)
have such other duties and responsibilities, and render to Triangle such
other management services, as are customary for persons in Quick's position
with Triangle or as shall otherwise be reasonably assigned to him from time
to time by Triangle.
Quick shall faithfully and diligently discharge his duties and
responsibilities under this Agreement and shall use his best efforts to
implement the policies established by Triangle.
Quick hereby agrees to devote such number of hours of his working time
and endeavors to the employment granted hereunder as Quick and Triangle
shall deem to be necessary to discharge his duties hereunder, and, for so
long as employment hereunder shall exist, Quick shall not engage in any
other occupation which requires a significant amount of Quick's personal
attention during Triangle's regular business hours or which otherwise
interferes with Quick's attention to or performance of his duties and
responsibilities as an employee of Triangle hereunder except with the prior
written consent of Triangle. However, subject to Paragraph 5(a) below,
nothing herein contained shall restrict or prevent Quick from personally,
and for Quick's own account, trading in stocks, bonds, securities, real
estate or other forms of investment for Quick's own benefit so long as said
activities do not interfere with Quick's attention to or performance of his
duties and responsibilities as an employee of Triangle hereunder.
During the term of this Agreement, Quick shall be allowed, in his sole
discretion, to maintain his primary work location as Granville County,
North Carolina.
2. Compensation. For all services rendered by Quick to Triangle under this
Agreement, Triangle shall pay Quick a base salary at a rate of One Hundred
Five Thousand and No/100 Dollars ($105,000. 00) per annum. Salary paid
under this Agreement shall be payable in cash not less frequently than
monthly. All compensation hereunder shall be subject to customary
withholding taxes and such other employment taxes as are required by law.
3. Participation in Retirement and Employee Benefit Plans; Fringe Benefits.
Subject to the terms and conditions of this Agreement and of that certain
Agreement and Plan of Reorganization and Merger dated June 7, 1996 among
the Bank, Triangle Bancorp, Inc. and Triangle, Quick shall be entitled to
participate in any and all employee benefit programs and compensation plans
from time to time maintained by Triangle and available to all employees of
Triangle, all in accordance with the terms and conditions (including
eligibility requirements) of such programs and plans of Triangle,
resolutions of Triangle's Board of Directors establishing such programs and
plans, and Triangle's normal practices and established policies regarding
such programs and plans. Quick shall be entitled to paid vacation leave in
accordance with the policy of Triangle for similarly positioned employees
now or hereafter in effect. During the term hereof, Quick also shall be
entitled to participate in Triangle's Management Incentive Compensation
Plan which provides for an annual incentive opportunity of 15% of base
salary.
In addition to the other compensation and benefits described in this
Agreement, Triangle shall promptly reimburse Quick for all reasonable
expenses incurred by him in the performance of his duties under this
Agreement and documented to the reasonable satisfaction of Triangle or
appropriate officers of Triangle pursuant to established procedures.
Triangle shall provide Quick an automobile for use by Quick on business of
Triangle. Quick may use the automobile for personal reasons provided Quick
prepares and provides to Triangle the appropriate documentation so that the
personal use can be
reported for state and federal income tax purposes.
4. Term. Unless extended or sooner terminated as provided in this Agreement
and subject to the right of either Quick or Triangle to terminate Quick's
employment at any time as provided herein, the term of this Agreement and
Quick's employment with Triangle hereunder shall be for a period commencing
on the date hereof and continuing for a period of five (5) years. At each
anniversary date of this Agreement (i.e., October 25 of each year,
beginning October 25, 2001), the term automatically shall be extended for
an additional one (1) year on the same terms and conditions set forth
herein, unless either party hereto shall give written notice to the other
of their intention not to extend this Agreement for an additional one (1)
year, which notice shall be given at least three (3) months prior to the
next anniversary date. For example, if neither party has given notice of
its intention not to extend by October 25, 2001, then the term of this
Agreement would automatically be extended by one (1) year to October 25,
2002. Such extension shall not exceed a total of five (5) years.
5. Noncompetition; Confidentiality. Quick hereby acknowledges and agrees
that (i) the Bank has made a significant investment in the development of
its business in the geographic area identified below as the "Relevant
Market" and that, by virtue of Triangle's acquisition of the Bank, Triangle
has a valuable economic interest in its and the Bank's business in the
Relevant Market which it is entitled to protect; (ii) in the course of his
service as an officer of the Bank and Triangle, he has gained and will gain
substantial knowledge of and familiarity with the Bank's and Triangle's
customers and their dealings with them, and other information concerning
the Bank's and Triangle's business, all of which constitutes valuable
assets and privileged information that is particularly sensitive due to the
fiduciary responsibilities inherent in the banking business; and (iii) in
order to protect Triangle's interest in and to assure it the benefit of its
succession to the Bank's business, it is reasonable and necessary to place
certain restrictions on Quick's ability to compete against Triangle and on
his disclosure of information about Triangle's and the Bank's business and
customers. For that purpose, and in consideration of Triangle's agreements
contained herein, Quick covenants and agrees as provided below.
(a) Covenant Not to Compete. During any period during which Quick is
receiving any compensation from Triangle, whether pursuant to this
Agreement or any other agreement, plan or other arrangement, Quick will not
"Compete" (as defined below) , directly or indirectly, with Triangle in the
geographic area consisting of (i) Granville County, North Carolina, and
(ii) any county contiguous to Granville County, North Carolina (the
"Relevant Market").
Quick acknowledges and agrees that the Relevant Market and Restriction
Period are limited in scope to the geographic territory and period of time
reasonably necessary to protect Triangle's economic interest.
For the purposes of this Paragraph 5 (a) ,the following terms shall
have the meanings set forth below:
Compete. The term "Compete" means: (i) soliciting or securing deposits
from any Person residing in the Relevant Market for any Financial
Institution; (ii) soliciting any Person residing in the Relevant Market to
become a borrower from any Financial Institution, or assisting (other than
through the performance of ministerial or clerical duties) any Financial
Institution in making loans to any such Person; (iii) inducing or
attempting to induce any Person who was a Customer of the Bank on the date
of its acquisition by Triangle, or who was a Customer of Triangle on the
date of termination of this Agreement or Quick's employment with Triangle,
to change such Customer's depository, loan and/or other banking
relationship from the Bank or Triangle to another Financial Institution;
(iv) acting as a consultant, officer, director, independent contractor, or
employee of any Financial Institution that has its main or principal office
in the Relevant Market, or, in acting in any such capacity with any other
Financial Institution, to maintain an office or be employed at or assigned
to or to have any direct involvement in the management, business or
operation of any office of such Financial Institution located in the
Relevant Market; or (v) communicating to any Financial Institution the
names or addresses or any financial information concerning any Person who
was a Customer of the Bank at the date of its merger with Triangle, or who
was a Customer of Triangle at the date of the termination of this Agreement
or Quick's employment with Triangle for any reason except as required by
law or any regulatory agency or in the performance of his duties or
responsibilities of employment.
Customer. The term "Customer" means any Person with whom, as of the
effective date of termination of this Agreement or Quick's employment with
Triangle for any reason, Triangle has or has had a depository, loan and/or
other banking relationship.
Financial Institution. The term "Financial Institution" means any
federal or state chartered bank, savings bank, savings and loan association
or credit union, or any holding company for or corporation that owns or
controls any such entity, or any other Person engaged in the business of
making loans of any type or receiving deposits, other than Triangle.
Person. The term "Person" means any natural person or any corporation,
partnership, proprietorship, joint venture, limited liability company,
trust, estate, governmental agency or instrumentality, fiduciary,
unincorporated association or other entity.
(b) Confidentiality Covenant. Quick covenants and agrees that any and
all data, figures, projections, estimates, lists, files, records,
documents, manuals or other such materials or information (financial or
otherwise) relating to Bank or Triangle and their respective banking
businesses, regulatory examinations, financial results and condition,
lending and deposit operations, customers (including lists of Bank's
customers and information regarding their accounts and business dealings
with Bank) , policies and procedures, computer systems and software,
shareholders, employees, officers and directors (herein referred to as
"Confidential Information") are proprietary to Triangle and are valuable,
special and unique assets of Triangle's business to which Quick has had
access as an officer of the Bank and will have access during his employment
with Triangle. Quick agrees that (i) all such Confidential Information
shall be considered and kept as the confidential, private and privileged
records and information of Triangle, and (ii) at all times during the term
of his employment with Triangle and following the termination of this
Agreement or his employment with Triangle for any reason, and except as
shall be required in the course of the performance by Quick of his duties
on behalf of Triangle or otherwise pursuant to the direct, written
authorization of Triangle, Quick will not: divulge any such Confidential
Information to any other Person or Financial Institution; remove any such
Confidential Information in written or other recorded form from Triangle's
premises; or make any use of any Confidential Information for his own
purposes or for the benefit of any Person or Financial Institution other
than Triangle. However, following the termination of this Agreement or
Quick's employment with Triangle, this subparagraph (b) shall not apply to
any Confidential Information which then is in the public domain (provided
that Quick was not responsible, directly or indirectly, for permitting such
Confidential Information to enter the public domain without Triangle's
consent), or which is obtained by Quick from a third party which or who is
not obligated under an agreement of confidentiality with respect to such
information.
(c) Remedies for Breach. Quick understands and agrees that a breach or
violation by him of the covenants contained in Paragraphs 5 (a) and 5 (b)
of this Agreement will be deemed a material breach of this Agreement and
will cause irreparable injury to Triangle, and that it would be difficult
to ascertain the amount of monetary damages that would result from any such
violation. In the event of Quick's actual or threatened breach or violation
of the covenants contained in either such Paragraph, Triangle shall be
entitled to bring a civil action seeking an injunction restraining Quick
from violating or continuing to violate those covenants or from any
threatened violation thereof, or for any other legal or equitable relief
relating to the breach or violation of such covenant. Quick agrees that, if
Triangle institutes any action or proceeding against Quick seeking to
enforce any of such covenants or to recover other relief relating to an
actual or threatened breach or violation of any of such covenants, Quick
shall be deemed to have waived the claim or defense that Triangle has an
adequate remedy at law and shall not urge in any such action or proceeding
the claim or defense that such a remedy at law exists. However, the
exercise by Triangle of any such right, remedy, power or privilege shall
not preclude Triangle or its successors or assigns from pursuing any other
remedy or exercising any other right, power or privilege available to it
for any such breach or violation, whether at law or in equity, including
the recovery of damages, all of which shall be cumulative and in addition
to all other rights, remedies, powers or privileges of Triangle.
Notwithstanding anything contained herein to the contrary, Quick
agrees that the provisions of Paragraph 5(b) above and the remedies
provided in this Paragraph 5(c) for a breach by Quick shall be in addition
to, and shall not be deemed to supersede or to otherwise restrict, limit or
impair the rights of Triangle under the Trade Secrets Protection Act
contained in Article 24, Chapter 66 of the North Carolina General Statutes,
or any other state or federal law or regulation dealing with or providing a
remedy for the
wrongful disclosure, misuse or misappropriation of trade secrets or other
proprietary or confidential information.
(d) Survival of Covenants. Quick's covenants and agreements and
Triangle's rights and remedies provided for in this Paragraph 5 shall
survive any termination of this Agreement or Quick's employment with
Triangle.
6. Standards. Quick, in the execution of his duties under this Agreement,
shall at all times and in all respects comply with the Triangle Bank Code
of Business Conduct (the "Code of Conduct") and the Triangle Bank Code of
Ethics (the "Code of Ethics"), as each of the same is in effect as of the
date hereof and as each shall be amended or supplemented subsequent
hereto),and with all applicable statutes, rules, regulations,
administrative orders, statements of policy and other pronouncements or
standards promulgated thereunder.
7. Termination and Termination Pay.
(a) Quick,s employment under this Agreement may be terminated at any
time by Quick upon sixty (60) days' written notice to Triangle. Upon such
termination, Quick shall be entitled to receive compensation through the
effective date of such termination; provided, however, that Triangle, in
its sole discretion, may elect for Quick not to serve out part or all of
said notice period.
(b) Quick's employment under this Agreement shall be terminated upon
the death of Quick during the term of this Agreement. If Quick's death
occurs between October 25, 1996 and October 24, 1997, Triangle shall pay to
Quick's estate an amount equal to Seventy-One Thousand Three Hundred and
no/100 Dollars ($71,300.00) . If Quick's death occurs between October 25,
1997 and October 24, 1998, Triangle shall pay to Quick's estate an amount
equal to Thirty-Five Thousand Seven Hundred and no/100 Dollars
($35,700.00). If Quick's death occurs after October 25, 1998, Quick's
estate shall be entitled to receive any compensation that Quick shall have
earned prior to the date of his death but which remains unpaid.
(c) In the event Quick becomes disabled during the term of his
employment hereunder and it is determined by Triangle that Quick is
permanently unable to perform his duties under this Agreement, Triangle
shall continue to compensate Quick at the level of compensation described
in Paragraph 2 above, and shall continue to provide Quick each of the other
benefits set forth or described in this Agreement, for the remaining term
of this Agreement, less any other payments provided under any disability
income plan of Triangle which is applicable to Quick. In the event of any
disagreement between Quick and Triangle as to whether Quick is physically
or mentally incapacitated such as will result in the termination of Quick's
employment pursuant to this Paragraph 7 (c) , the question of such
incapacity shall be submitted to an impartial and reputable physician for
determination, selected by mutual agreement of Quick and Triangle or,
failing such agreement, by two (2) physicians (one (1) of whom shall be
selected by Triangle and the
other by Quick), and such determination of the question of such incapacity
by such physician or physicians shall be final and binding on Quick and
Triangle. Triangle shall pay the reasonable fees and expenses of such
physician or physicians in making any determination required under this
Paragraph 7(c).
(d) Triangle may terminate Quick's employment at any time for any
reason with or without "Cause" (as defined below) , but any termination by
Triangle other than termination for "Cause" (as defined below) shall not
prejudice Quick's right to compensation or other benefits under this
Agreement for its remaining term. Following any termination of Quick's
employment by Triangle for "Cause" Quick shall have no further rights under
this Agreement (including any right to receive compensation or other
benefits for any period after such termination).
For purposes of this Paragraph 7 (d) , Triangle shall have "Cause" to
terminate Quick's employment upon:
(i) A determination by Triangle's Board of Directors or its Executive
Committee, in good faith, that Quick (A) has breached in any material
respect any of the terms or conditions of this Agreement or of the Code of
Conduct or the Code of Ethics, or (B) is engaging or has engaged in willful
misconduct or conduct which is detrimental to the business prospects of
Triangle or which has had or likely will have a material adverse effect on
Triangle's business or reputation. Prior to any termination by Triangle of
Quick, s employment for a breach, failure to perform or conduct described
in this subparagraph (i), Triangle shall give Quick written notice which
describes such breach, failure to perform or conduct and if during a period
of five (5) days following such notice Quick cures or corrects the same to
the reasonable satisfaction of Triangle, then this Agreement shall remain
in full force and effect. However, notwithstanding the above, if Triangle
has given written notice to Quick on a previous occasion of the same or a
substantially similar breach, failure to perform or conduct, or of a
breach, failure to perform or conduct which Triangle's Board of Directors
or its Executive Committee determines in good faith to be of substantially
similar import, or if Triangle's Board of Directors or its Executive
Committee determines in good faith that the then current breach, failure to
perform or conduct is not reasonably curable, then termination under this
subparagraph (i) shall be effective immediately and Quick shall have no
right to cure such breach, failure to perform or conduct.
(ii) The violation by Quick of any applicable federal or state law, or
any applicable rule, regulation, order or statement of policy promulgated
by any governmental agency or authority having jurisdiction over Triangle
or any of its affiliates or subsidiaries (a "Regulatory Authority",
including without limitation the Federal Deposit Insurance Corporation, the
North Carolina Commissioner of Banks, the Federal Reserve Board or any
other banking regulator), which results from Quick's gross negligence,
willful misconduct or intentional disregard of such law, rule, regulation,
order or policy statement and results in any substantial damage, monetary
or otherwise, to Triangle or any of its affiliates or subsidiaries or to
Triangle's reputation;
(iii) The commission in the course of Quick's employment with Triangle
of an act of fraud, embezzlement, theft or proven personal dishonesty
(whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Quick of any felony or any criminal offense
involving dishonesty or breach, of trust, or the occurrence of any event
described in Section 19 of the Federal Deposit Insurance Act or any other
event or circumstance which disqualifies Quick from serving as an employee
or executive officer of, or a party affiliated with, Triangle or its bank
holding company;
(v) Quick becomes unacceptable to, or is removed, suspended or
prohibited from participating in the conduct of Triangle's affairs (or if
proceedings for that purpose are commenced) by, any Regulatory Authority;
and,
(vi) The occurrence of any event believed by Triangle, in good faith,
to have resulted in Quick being excluded from coverage, or having coverage
limited as to Quick as compared to other covered officers or employees,
under Triangle's then current "blanket bond" or other fidelity bond or
insurance policy covering its directors, officers or employees.
8. Additional Regulatory Requirements. Notwithstanding anything contained
in this Agreement to the contrary, it is understood and agreed that Bank
(or its successors in interest) shall not be required to make any payment
or take any action under this Agreement if (a) Triangle is declared by any
Regulatory Authority to be insolvent, in default or operating in an unsafe
or unsound manner, or if (b) in the opinion of counsel to Triangle such
payment or action (i) would be prohibited by or would violate any provision
of state or federal law applicable to Triangle, including without
limitation the Federal Deposit Insurance Act and Chapter 53 of the North
Carolina General Statutes as now in effect or hereafter amended, (ii) would
be prohibited by or would violate any applicable rules, regulations, orders
or statements of policy, whether now existing or hereafter promulgated, of
any Regulatory Authority, or (iii) otherwise would be prohibited by any
Regulatory Authority.
9. Successors and Assigns. (a) This Agreement shall inure to the benefit of
and be binding upon any corporate or other successor of Triangle which
shall acquire, directly or indirectly, by conversion, merger,
consolidation, purchase or otherwise, all or substantially all of the
assets of Triangle. (b) Triangle is contracting for the unique and personal
skills of Quick. Therefore, Quick shall be precluded from assigning or
delegating his rights or duties hereunder without first obtaining the
written consent of Triangle.
10. Modification; Waiver; Amendments. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing and signed by the parties hereto. No
waiver by either party hereto, at any time, of any breach by the other
party hereto 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. No amendments or additions to this Agreement
shall be binding unless in writing and signed by both parties, except as
herein otherwise provided.
11. Applicable Law. This Agreement shall be governed in all respects
whether as to validity, construction, capacity, performance or otherwise,
by the laws of North Carolina, except to the extent that federal law shall
be deemed to apply.
12. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
13. Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the transactions described herein and supersedes
any and all other oral or written agreement(s) heretofore made, and there
are no representations or inducements by or to, or and agreements between,
any of the parties hereto other than those contained herein in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement under seal and
in such form as to be binding as of the day and year first hereinabove written.
ATTEST:
/s/ Xxxxx X. Xxxxxxx
---------------------------
Secretary
[Corporate Seal]
TRIANGLE BANK
/s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
By: Xxxxxxx X. Xxxxxxxxx
President
/s/ Xxxxx X. Quick, Sr. (SEAL)
------------------------
Xxxxx X. Quick, Sr.
