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EXHIBIT 10.13
WEST GEORGIA
NATIONAL BANK
August 31, 2000
Xxxxxx X. Xxxxx
0000 Xxxxx Xxxxx
Xxxxx Xxxx, XX 00000
RE: WEST GEORGIA NATIONAL BANK ("WGNB") EMPLOYMENT OF XXXXXX X.
XXXXX ("EMPLOYEE")
Dear Xx. Xxxxx:
The purpose of this letter is to set forth the new terms upon which
WGNB agrees to employ you and under which you agree to be employed at WGNB.
SERVICES. The services you will now perform for WGNB are as follows:
Chief Financial Officer as described in the attached Job Description (Exhibit
"A"). Of course, your responsibilities may change from time to time based on
determinations made by the board of directors or more senior officers. At this
time, you will report to X. Xxxxxxxx Xxxxxx, the Chief Executive Officer.
TERM. This Agreement is for a term of two (2) years and may be extended
for one additional year if neither party gives notice of termination more than
ninety (90) days before the expiration of the initial term.
COMPENSATION AND BENEFITS. You will be compensated in exchange for your
services and the other agreements made in this letter. From the time you agree
to the terms of this letter until such time that this letter is amended or such
time that your employment is terminated, WGNB will pay you for your services at
a rate of $84,999.98 annually. Your compensation will be reviewed during your
annual performance review, and may be increased based on a number of factors
within the discretion of WGNB, including your performance and WGNB's
performance. You will be reimbursed for all reasonable expenses incurred in the
course of business. Because WGNB will have the sole right to determine what is
reasonable, we recommend that before incurring expenses, you consult with Xx.
Xxxxxx or whomever you report to at the time the expense may be incurred. You
are eligible to receive the benefits WGNB offers to employees of your level. In
addition, so long as you are employed by WGNB, we will reimburse your dues for a
membership at Sunset Hills Country Club and provide you with $50.00 per month in
gas chits. You are also eligible to receive compensation as set forth in the
Executive Compensation Plan and the Bonus and Stock Option Plan. You may also be
permitted to participate in other plans at the discretion of the Board of
Directors or a committee thereof.
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PROPRIETARY AND TRADE SECRET INFORMATION. You also acknowledge and
agree that during the term of this Agreement, you will have access to trade
secrets and other confidential information peculiar to WGNB's business, the
disclosure or use of which would injure WGNB's business. Therefore, you agree
that you will not at any time during or for two years after the term of this
Agreement, use, reveal, or divulge any trade secrets. In addition, you agree
that during the term of this Agreement and for a period of three years
thereafter, you will not use, reveal, or divulge any confidential information.
However, you shall not be required to keep confidential any trade secrets or
confidential information that is or becomes publicly available, is independently
developed by you outside of the scope of this Agreement, or is rightfully
obtained from third parties.
COMPETITION. You acknowledge that as Chief Financial Officer, you shall
be engaged in certain activities for WGNB as described in the attached Job
Description (Exhibit "A"). You also acknowledge that you are performing these
activities for WGNB in Xxxxxxx County, Georgia (the "Territory"). You agree that
during your employment with WGNB, and for a period of twenty-four (24) months
thereafter, you shall not in any manner, directly or indirectly, render services
in the capacity of an officer, supervisor or manager (including supervisory or
managerial services performed as an advisor, consultant or independent
contractor), or render services substantially similar to services rendered by
you to WGNB in the specific area of WGNB's business in which you are involved in
the Territory.
SOLICITATION OF CUSTOMERS. You also agree that during the term of your
employment, and for a period of twenty-four (24) months thereafter, you will
not, within the Territory, directly or indirectly, on your own behalf or on
behalf of or in conjunction with any person or legal entity other than WGNB,
actively solicit the business or patronage of any of the clients, customers or
accounts of WGNB served by you during the term of this Agreement.
FORM OF RELIEF FOR CERTAIN BREACHES. In the event of your actual or
threatened breach of the preceding two paragraphs, WGNB, in addition to all
other rights, shall be entitled to an injunction restraining Employee therefrom.
Nothing herein shall be construed as prohibiting WGNB from pursuing any other
available remedy for such breach or threatened breach, including the recovery of
damages from Employee. This provision shall remain in full force and effect in
the event Employee should claim that WGNB violated any of the terms of this
Agreement.
IMPACT OF TERMINATION CAUSES UPON COMPETITION AND SOLICITATION. Your
employment may terminate in one of two fashions: either you terminate your
employment, or WGNB terminates your employment.
If you terminate your employment with WGNB for any reason, the
provisions of the sections regarding Competition and Solicitation of Customers
shall have full force and effect.
WGNB may terminate your employment in one of two fashions: either with
cause, or without cause. A termination "with cause" under this section of this
letter agreement (as opposed to the next section which has a broader definition)
occurs when two conditions are satisfied. First,
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there must be a "change in control." (A "Change of control" means any
transaction or series of related transactions, which result in (1) transfer of
more than 50% of the common stock of WGNB Corp., excluding mergers or
consolidations; (2) sale of all or substantially all of WGNB Corp.'s assets, or
(3) any merger or consolidation with another company where the surviving entity
is directly controlled by persons other than shareholders of WGNB Corp.) Second,
after a change in control and at any time before your last date of employment
with WGNB, you decline to serve WGNB in another position or function at any
location within the company without a reduction in salary.
If WGNB terminates you without cause, then the provisions of the
sections regarding Competition and Solicitation of Customers shall have no force
and effect. If WGNB terminates you with cause as defined in this Section, those
provisions shall have full force and effect. Any termination that is not with
cause is without cause.
IMPACT OF TERMINATION CAUSE UPON SEVERANCE COMPENSATION. This Section
applies only to termination of your employment by WGNB, as opposed to your own
termination of your employment. WGNB may terminate your employment in one of two
fashions: either with cause, or without cause. For the purposes of this Section,
termination with cause includes the definition in the preceding Section, and
also includes any other instance in which a similarly situated employer would
terminate employment, including but not limited to theft, dishonesty,
nonperformance and violation of policy. If you are terminated without cause you
shall receive upon such termination a lump-sum payment equal to twenty-four (24)
month's salary plus accrued vacation. If you are terminated with cause you will
receive no such lump sum.
MISCELLANEOUS. This letter constitutes the entire agreement between the
parties and supersedes any prior understanding or agreement among them
respecting the subject matter hereof. There are no representations,
arrangements, understandings or agreements, oral or written, among the parties
hereto relating to the subject matter of this Agreement, except those fully
expressed herein. No waiver of any provision hereof will be valid or binding on
the parties hereto, and no waiver on one occasion shall be deemed to be a waiver
of the same or any other provision hereof in the future. Should any part of this
Agreement, for any reason, be declared invalid by an arbitrator or a court of
competent jurisdiction, such decision or determination shall not affect the
validity of any remaining portion, and such remaining portion shall remain in
force and effect as if this Agreement had been executed with the invalid portion
eliminated; provided, that in the event of declaration of invalidity, the
provision declared invalid shall not be invalidated in its entirety, but shall
be observed and performed by the parties to the extent such provision is valid
and enforceable. This Agreement may only be amended in writing, signed by all of
the parties. This Agreement may be assigned by WGNB to any parent, subsidiary or
successor-in-interest without consent of Employee. This Agreement shall be
governed by the laws of the State of Georgia, and all disputes arising out of or
relating to this Agreement shall be litigated in Federal Court in the State of
Georgia or State Court in Xxxxxxx County, State of Georgia. The parties to this
Agreement consent to jurisdiction and venue in those courts.
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If you agree with the terms of this letter, please signify by signing
below.
Sincerely,
West Georgia National Bank
By: /s/ X. Xxxxxxxx Xxxxxx
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X. XXXXXXXX XXXXXX
Its: CHIEF EXECUTIVE OFFICER
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Xxxxxx to and accepted, this 31st day of August, 2000.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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EXHIBIT "A"
WEST GEORGIA NATIONAL BANK
JOB DESCRIPTION
MAY, 2000
JOB TITLE: CHIEF FINANCIAL OFFICER/CASHIER
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JOB CODE: 115
DEPARTMENT: ADMINISTRATIVE
REPORTS TO: CHIEF EXECUTIVE OFFICER
APPROVED BY: DATE:
SUMMARY:
Has broad responsibility for the bank, parent and affiliate fiscal operating
results. Counsels management on fiscal control and profitability. Prepares,
presents and interprets the major reports for top management. Directs the
preparation of all fiscal reporting, such. as cost accounting, budgets,
regulatory agency and government reports. Safeguards the assets of the bank.
Directs the activities of subordinate managers and represents the bank to other
financial institutions. Keeps the Chief Executive Officer informed concerning
operational developments and consults with the latter regarding decisions
affecting the bank.
ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be
assigned.
Serves as a member of the bank's senior management team and participates
significantly in developing overall policies, programs, objectives and goals.
Is responsible for working with subordinate executives to review overall
administration and advise on policy questions, business development, staff
requirements, performance appraisals, salary administration, and all other
administrative matters.
Serves on and/or directs the Asset/Liability Liquidity and Investment Committee
and serves on the Electronic Data Processing Committee.
Responsible for security and maintenance of all bank assets.
Responsible for developing and prescribing adequate financial procedures to
provide the basis for management decisions and control.
Assumes administrative responsibility for a number of major organizational
components including finance, insurance, accounting treasury functions,
compliance and the CRA function and collections. Has administrative
responsibility for the audit, compliance, collections and loan review function.
Manages the bank's investment portfolio to maximize yield and ensure adequate
liquidity, and pledges securities to collateralize public deposits. Consults
with others in making recommendations to revise the bank's investment
objectives.
Is responsible for managing the bank's daily reserve and money position.
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Prepares annual operating budget for the bank.
Is responsible for determining that all expenditures are properly approved and
justified.
Oversees the strategic planning process in conjunction with other senior
management.
Provides effective profit/cost centering accounting system and prepares profit
forecasts.
Reviews operating policies, procedures, objectives and goals for each area of
responsibility to ensure that they support bank-wide policies and objectives.
Pays stock dividends, corresponds with the Comptroller of Currency, and executes
procedures to increase capital as directed by the board.
Responsible for reporting of all abandoned property to State of Georgia.
Reviews innovations in the banking industry and evaluates their practicality and
effectiveness. Directs research into new products and/or concepts that could
increase operating efficiency, profits, and/or market share.
Monitors the performance of subordinate areas of responsibility in attaining
established business objectives. Takes corrective actions as necessary when
objectives are not being attained.
Conducts ad hoc projects and assignments as directed by the President/Chief
Executive Officer.
Is responsible for preparing, presenting, and interpreting financial reports to
management, the directors, shareholders, and governmental agencies.
Represents the bank in contacts with business and trade associations, customers,
and regulatory agencies. Attends civic functions and otherwise promotes the
bank's image.
CRA REQUIREMENT:
All personnel are expected to understand the bank's obligations under the
Community Reinvestment Act and how to fulfill them. All employees shall
cooperate with and support the bank's CRA program. Staff will be held
accountable for any lack of cooperation that weakens the bank's CRA performance,
as reflected in internal audits, agency examinations and/or community protests.
PRODUCT KNOWLEDGE REQUIREMENTS:
It is the responsibility of all personnel to know and understand the bank's
products and services that are provided and give information to customers when
requested to do so.
SUPERVISORY RESPONSIBILITIES:
Manages one subordinate supervisor who supervises a total of two employees in
the collection area. Is responsible for the overall direction, coordination, and
evaluation of this unit. Also directly supervises two non-supervisory employees.
Xxxxxxx out supervisory responsibilities in accordance with the organization's
policies and applicable laws. Responsibilities include interviewing, hiring, and
training employees; planning,
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assigning, and directing work; appraising performance; rewarding and
disciplining employees; addressing complaints and resolving problems.
QUALIFICATION REQUIREMENTS:
To perform this job successfully, an individual must be able to perform each
essential duty satisfactorily. The requirements listed below are representative
of the knowledge, skill, and/or ability required. Reasonable accommodations may
be made to enable individuals with disabilities to perform the essential
functions.
EDUCATION AND/OR EXPERIENCE:
Bachelors degree (B.A.) from four-year college or university; or one to
two years related experience and/or training; or equivalent combination
of education and experience.
LANGUAGE SKILLS:
Ability to read, analyze, and interpret general business periodicals,
professional journals, technical procedures, or governmental
regulations. Ability to write reports, business correspondence, and
procedure manuals. Ability to effectively present information and
respond to questions from groups of managers, clients, customers, and
the general public.
MATHEMATICAL SKILLS:
Good analytical skills with problem solving abilities. Ability to work
with mathematical concepts such as probability and statistical
inference. Ability to apply concepts such as fractions, percentages,
ratios, and proportions to practical situations.
REASONING ABILITY:
Ability to solve practical problems and deal with a variety of concrete
variables in situations where only limited standardization exists.
Ability to interpret a variety of instructions furnished in written,
oral, diagram, or schedule form.
OTHER SKILLS AND ABILITIES:
A high level of interpersonal skills to communicate policies, procedures, and
objectives effectively throughout the bank and to represent the bank positively.
A high level of analytical skill to assess and evaluate the operation of
subordinate areas of responsibility, participate in establishing bank-wide
financial goals, analyze new products, and draft operational reports to the
board. A mature, independent thinker and energetic leader having demonstrated
team management style.
PHYSICAL DEMANDS:
The physical demands described here are representative of those that must be met
by an employee to successfully perform the essential functions of this job.
Reasonable accommodations may be made to enable individuals with disabilities to
perform the essential functions.
While performing the duties of this job, the employee is frequently required to
talk or hear. The employee is occasionally required to stand; walk; sit; and use
hands to handle, or feel objects, tools, or controls.
Specific vision abilities required by this job include close vision and the
ability to adjust focus.
WORK ENVIRONMENT:
The work environment characteristics described here are representative of those
an employee encounters while performing the essential functions of this job.
Reasonable accommodations may be made to enable individuals with disabilities to
perform the essential functions.
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The noise level in the work environment is usually quiet.
Exposed to potentially hazardous conditions, i.e., robbery. Receives detailed
instructions concerning procedures to be followed for minimal exposure.
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