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EXHIBIT (10)-9
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is effective January 1, 1998, by and between
The Bank, an Alabama banking corporation (the "Bank"), and a wholly owned
subsidiary of The Banc Corporation, an Alabama corporation ("Corporation") and
Xxxxx Xxxxx ("Employee"). The parties wish to provide for the employment of
Employee as follows:
1. EMPLOYMENT. The Bank agrees to employ Employee, and Employee agrees
to be employed by the Bank subject to the terms and provisions of this
Agreement.
2. TERM. The employment of Employee by the Bank as provided in Section
1 will be for a period of three (3) years unless sooner terminated as provided
herein. The Bank's Board of Directors shall review the terms of this Agreement
and Employee's employment on an annual basis.
3. DUTIES. Employee shall serve as President of the Bank and shall have
such powers and duties as may be from time to time prescribed by the Bank's
Board of Directors. During her employment, Employee shall devote substantial
time to the business and affairs of the Bank and shall use her best efforts to
advance the best interests of the Bank and Corporation at all times.
4. COMPENSATION.
(a) Employee's total compensation shall be a base salary of $100,000
per year plus a bonus as approved by the Bank's Board of Directors.
(b) The Bank shall continue to provide Employee with an automobile
owned or leased by the Bank.
(c) Employee shall be entitled to vacation days, paid holidays and
sick days as provided in the Bank's Personnel Policy, as well as all other
benefits heretofore provided to the Employee, including, but not limited to,
those items listed on Exhibit A, attached hereto and included herein by
reference.
5. CONFIDENTIAL INFORMATION.
(a) Employee will not without the prior written consent of the
Board of Directors of the Bank (i) use for her benefit or disclosed (except in
the ordinary course of her employment) at any time, any information that was
obtained or developed by her while in the employ of the Bank with respect to any
trade secretes, customers, suppliers, products, employees or financial affairs
of the Bank, Corporation or any of their subsidiaries, or any confidential
matter or (ii) take with her upon leaving the Bank's employment any document or
paper relating to any of the foregoing.
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(b) The provisions of this Section 5 shall be binding upon the
heirs, successors and legal representatives of Employee.
6. COMPETITION.
(a) During the period of her employment by the Bank and for a
period of one year after such employment (whether such employment shall have
ended by reason of the expiration or termination of this Agreement or
otherwise), Employee will not (i) carry on or engage in a similar business or
solicit or do business with any customer of the Bank or Corporation or any of
their subsidiaries in any territory in which the Bank or Corporation or any of
their subsidiaries have been conducting business; or (ii) solicit any employee
of the Bank or Corporation or any of their subsidiaries to leave their
employment with the Bank for any reason without the prior written consent of the
Bank.
(b) Employee represents that her experience and capabilities are
such that the provisions of this Section 6 will not prevent her from earning a
livelihood.
7. TERMINATION.
(a) The Bank's right of termination shall be in addition to and
shall not affect its rights and remedies under Section 5, 6 and 11 of this
Agreement, and such rights and remedies under such sections shall survive the
termination of this Agreement and Employee's employment. Provided, however,
the Bank's right of termination shall be only "for cause" as provided in
paragraph 7(b) below.
(b) Any successor to the Bank or Corporation shall be obligated to
comply with all provisions of this Agreement and may terminate Employee only for
cause. "For Cause" shall mean (i) the physical or mental incapacity of Employee
for a continuing period of ninety (90) days; (ii) any act on the part of
Employee which constitutes fraud, malfeasance of duty or injury to the Bank or a
successor to the Bank or Corporation; (iii) the felony conviction of Employee;
or (iv) the suspension or removal of Employee by federal or state banking
regulatory authorities. If Employee is terminated for any reason other than for
cause, a successor to the Bank or Corporation shall be obligated to pay Employee
according to the remaining term of this contract or in a present value lump sum.
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8. NOTICE. For the purposes of this Agreement, notices and demands
shall be deemed given when mailed by United States mail, addressed in the case
of:
BANK:
The Bank
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxx, Xx.
CORPORATION:
c/o Xxxxxxx Xxxxxxxxx & Young, L.L.C.
0000 XxXxxxx/Xxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: X. Xxxxxxx XxXxxxxx, Jr., Esq.
EMPLOYEE:
Xxxxx Xxxxx
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9. MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such modification, waiver or discharge is agreed to
in writing. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Alabama. This Agreement
supersedes and cancels any prior employment agreement or understanding entered
into between Employee and the Bank.
10. VALIDITY. The invalidity of any provision or provisions of this
Agreement shall not affect any other provision of this Agreement, which shall
remain in full force and effect, nor shall be invalidity of a portion of any
provision of this Agreement affect the balance of such provision.
11. DEFAULT. In the event of any conduct by Employee violating any
provision of this Agreement, the Bank shall be entitled, if it so elects, to
institute and prosecute proceedings
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in any court of competent jurisdiction, either at law or in equity, to obtain
damages for such conduct, to enforce specific performance of such provision, to
enjoin Employee from such conduct or to obtain any other relief or any
combination of the foregoing that the Bank may elect to pursue.
12. PARTIES. This Agreement shall be binding upon and shall inure to
the benefit of any successor or successors to the Bank or Corporation except as
set forth in paragraph 7.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by Employee and by the duly authorized officer of the Bank as of the date first
above written.
EMPLOYEE:
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
THE BANK
By: /s/ Xxxxxx Xxxxxx
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Its: Chairman
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EXHIBIT A
XXXXX XXXXX
1. Pension Plan
2 401(k) Retirement Plan
3. Health Insurance (Blue Cross) - Individual coverage
4. Dental Insurance (Blue Cross) - Individual coverage
5. Life Insurance - $50,000
6. Cellular Phone
7. Pine Tree Country Club membership
8. Christmas Bonus (if approved)
