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EXHIBIT (10)-4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is effective July 7, 1998
(the "Effective Date"), by and between THE BANK, an Alabama banking corporation
("Bank"), and THE BANC CORPORATION, an Alabama corporation (the "Corporation";
hereinafter together with the Bank collectively referred to as "Employer"); and
X. X. XXXXXXXX, XX., ("Executive").
RECITALS
WHEREAS, Pursuant to that certain Second Amended and Restated
Reorganization Agreement and Plan of Merger dated as of June 16, 1998 among the
Corporation, Warrior Capital Corporation and City National Corporation ("CNC")
(the "Merger Agreement"), the parties have agreed that CNC shall merge with and
into the Corporation and City National Bank of Sylacauga shall be merged with
and into The Bank;
WHEREAS, The Bank is a wholly-owned subsidiary of the Corporation; and
WHEREAS, Executive has been and continues to serve as the Chairman of
the Board of the City National Bank of Sylacauga and, Executive and Employer
have agreed to enter into this Agreement;
AGREEMENT
NOW THEREFORE, in consideration of the mutual recitals and covenants
contained herein, the parties hereby agree as follows:
1. EMPLOYMENT. Employer agrees to employ Executive and Executive agrees
to be employed by Employer, subject to the terms and provisions of this
Agreement.
2. TERM. The employment of Executive by Employer as provided in Section
1 will be a period of three (3) years commencing on the Effective Time (as
defined in the Merger Agreement), and terminable by Employer only upon prior
notice for a period equal to the remaining term or otherwise as provided in
Section 7.
3. DUTIES, EXTENT OF SERVICES. Executive shall perform for Employer all
duties incident to the position of Chairman of the Board of The Bank of
Sylacauga. In addition, Executive shall engage in such other services for
Employer or its affiliates as Employer from time to time shall reasonably
direct. Executive shall devote appropriate time, attention, and energy, to
Employer's business; provided that nothing contained herein is intended to
prohibit Executive from spending a reasonable amount of time managing his law
practice, or other business ventures, personal investments and discharging his
civic responsibilities.
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4. COMPENSATION.
During the Term of this Agreement:
a. Executive's annual cash compensation shall be an amount not less
than $135,000.00 (includes base salary only).
b. Life Insurance: Term life insurance as currently provided by CNC.
c. Health Insurance: Fully paid (customary plan).
d. Retirement: Standard plans offered by Employer, including
profit-sharing, 401K, etc.
e. Vacation, sick days, holidays: pursuant to Employer's standard
policies.
f. Full participation in other executive level compensation plans,
privileges and benefits offered by Employer and its affiliates until termination
of agreement.
5. DISCLOSURE OF INFORMATION. Executive will not, during or after the
term of this Agreement, (i) disclose any written confidential information of
Employer to any person, firm, corporation, association, or other entity not
employed by or affiliated with Employer for any reason or purpose whatsoever, or
(ii) use any written confidential information for any reason other than to
further the business of Employer. Executive agrees to return any written
confidential information, and all copies thereof, upon the termination of
Executive's employment (whether hereunder or otherwise).
6. COMPETITION. Except as specifically provided otherwise in this
Agreement, during the period of his employment by Employer and for such time as
Employer is paying to Executive all of the compensation provided in Section 4,
Executive will not, directly or indirectly, carry on or engage in similar
business or solicit or do similar business with any customer of The Bank or the
Corporation's bank subsidiaries in any counties where The Bank or the
Corporation's bank subsidiaries have places of business on the date of
termination.
7. TERMINATION.
a. Employer shall be obligated to comply with all provisions of this
Agreement and may terminate Executive only For Cause. "For Cause" shall
mean (i) any act on the part of Executive which constitutes fraud or
willful malfeasance of duty or an act of moral turpitude and is
demonstrably likely to lead to material injury to The Bank or the
Corporation, (ii) a felony conviction of Executive; or (iii) the
suspension or removal of Executive by federal or state
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banking regulatory authorities; provided, that "For Cause" shall not
include Executive's medical disability.
b. If Employer terminates Executive's employment hereunder "For
Cause" or if Executive terminates his employment hereunder Executive
shall not be entitled to any further compensation from Employer and the
provisions of Section 6 shall survive for one year following the date
of such termination.
c. If Employer terminates Executive other than "For Cause", (i) all
rights and obligations specified in Section 6 shall survive any such
termination for three years following the date of such termination and,
(ii) Executive shall continue to receive the compensation provided for
in Section 4, paragraphs a through f, for three years following the
date of such termination.
d. The provisions of Section 5 shall survive regardless of any
termination of Executive's employment hereunder, whether voluntary or
involuntary.
8. NOTICE. For the purpose of this Agreement, notices and demands
shall be deemed given when mailed by United States mail, addressed in the case
of Bank to The Bank, X.X. Xxx 000, Xxxxxxx, Xxxxxxx 00000-0000, Attention:
Chairman of the Board of Directors, with a copy to the Corporation at The Banc
Corporation; X.X. Xxx 000, Xxxxxxx, Xxxxxxx 00000-0000, Attention: Chief
Executive Officer; or in the case of Executive, to X. X. Xxxxxxxx, Xx., 0000
Xxxx Xxxxxx, Xxxxxxxxx, XX 00000.
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 Executive and Employer or Executive and CNC or CNB.
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 the invalidity of a portion of any
provision of this Agreement affect the balance of such provision.
11. PARTIES. This Agreement shall be binding upon and shall inure to
the benefit of any successors or assigns to The Bank or the Corporation.
Executive may not assign any of his rights or delegate any of his duties or
obligations under this Agreement or any portion hereof.
12. DEFINITIONS. Any capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Merger Agreement.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by Executive and by a duly authorized officer of each of Bank and the
Corporation as of the date first above written.
Witness: "Executive":
/s/ Xxx X. Xxxxx /s/ X. X. Xxxxxxxx, Xx.
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X. X. Xxxxxxxx, Xx.
"Bank":
Attest: THE BANK
By: Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
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Its: Secretary Its: Chairman of the Board of Directors
(Corporate Seal)
"Corporation"
Attest: THE BANC CORPORATION
By: By: /s/ Xxxxx X. Xxxxxx
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Its: Secretary Its: Chairman of the Board of Directors
(Corporate Seal)
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