EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into as of this
1st day of July, 2004 by and between X. X. Xxxxxx, a resident of the State of
Georgia ("Employee") and CNB Holdings, Inc., a Georgia bank holding company, and
First Capital Bank, CNB Holdings, Inc.'s wholly-owned subsidiary, both in its
own right and, as of the execution date of this Agreement, the successor to
Chattahoochee National Bank (the "Bank") (collectively, CNB Holdings, Inc. and
the Bank are referred to as "CNB").
WITNESSETH:
WHEREAS, Employee is currently an executive officer of CNB; and
WHEREAS, CNB and Employee have entered into an employment agreement as of
November 1, 1997 (the "1997 Contract"); and
WHEREAS, CNB and Employee each desire to modify the 1997 Contract by
amending and restating the 1997 Contract in its entirety as set forth herein;
and WHEREAS, CNB and Employee each deem it necessary and desirable, for their
mutual protection, to execute a written document setting forth the terms and
conditions of said relationship.
NOW, THEREFORE, in consideration of the employment of Employee by CNB, of
the premises and the mutual promises and covenants contained herein, and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. Employment and Duties. CNB hereby employs Employee to serve as
President and Chief Executive Officer and to perform such duties and
responsibilities as
customarily performed by persons acting in such capacity. During the term of
this Agreement, Employee will devote his full time and effort to his duties
hereunder.
2. Term. The period of Employee's employment under this Agreement
shall be deemed to have commenced as of the date of this Agreement and shall
continue until the earlier of (i) January 31, 2006, unless the Employee dies
before January 31, 2006, in such case the period of employment shall continue
until the end of the month of such death, or (ii) any termination as provided
for in Section 12 herein.
3. Compensation. For all services to be rendered by Employee during the
term of this Agreement, CNB agrees to pay Employee in accordance with the terms
outlined in Exhibit A, less applicable withholdings.
4. Expenses. So long as Employee is employed hereunder, Employee is
entitled to receive reimbursement for, or seek payment directly by CNB of, all
reasonable expenses which are consistent with the normal policy of CNB in the
performance of Employee's duties hereunder, provided that Employee accounts for
such expenses in writing.
5. Employee Benefits. So long as Employee is actively employed hereunder,
Employee will be entitled to participate in the employee benefit programs
covering the Employee's employment and duties as described in Exhibit A of this
Agreement, if any, provided and paid for by CNB for its employees generally. 6.
Vacation. Employee shall be entitled to a vacation in accordance with CNB's
vacation policy in effect at the time the vacation is to be taken for the number
of days described in Exhibit A of this Agreement.
7. Confidentiality. In Employee's position as an employee of CNB, Employee
has had and will have access to confidential information, trade secrets and
other proprietary
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information of vital importance to CNB and has and will also develop
relationships with customers, employees and others who deal with CNB which are
of value to CNB. CNB requires as a condition to Employee's employment with CNB
that Employee agrees to certain restrictions on Employee's use of the
proprietary information and valuable relationships developed during Employee's
employment with CNB. In consideration of the terms and conditions contained
herein, the parties hereby agree as follows:
7.1 CNB and Employee mutually agree and acknowledge that
CNB may entrust Employee with highly sensitive confidential, restricted and
proprietary information concerning various Business Opportunities (as
hereinafter defined), customer lists, and personnel matters. Employee
acknowledges that he shall bear a fiduciary responsibility to CNB to protect
such information from use or disclosure that is not necessary for the
performance of Employee's duties hereunder, as an essential incident of
Employee's employment with CNB.
7.2 For the purposes of this Section 7, the following definitions
shall apply:
7.2.1 "TRADE SECRET" shall mean the identity of customers
of CNB, the whole or any portion or phase of any scientific or technical
information, design, process, procedure, formula or improvement that is valuable
and secret (in the sense that it is not generally known to competitors of CNB)
and which is defined as a "trade secret" under Georgia law pursuant to the
Georgia Trade Secrets Act.
7.2.2 "CONFIDENTIAL INFORMATION" shall mean any data or
information, other than Trade Secrets, which is material to CNB and not
generally known by the public. Confidential Information shall include, but not
be limited to, Business Opportunities of CNB (as hereinafter defined), the
details of this Agreement, CNB's business plans and financial statements and
projections, and the costs of the services CNB may offer or provide to the
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customers they serve, to the extent such information is material to CNB and not
generally known by the public.
7.2.3 "BUSINESS OPPORTUNITIES" shall mean any specialized
information or plans of CNB concerning the provision of financial services to
the public, together with all related information concerning the specifics of
any contemplated financial services regardless of whether CNB has contacted or
communicated with such target person or business.
7.2.4 Notwithstanding the definitions of Trade Secrets,
Confidential Information, and Business Opportunities set forth above, Trade
Secrets, Confidential Information, and Business Opportunities shall not include
any information:
(i) that is or becomes generally known to the public;
(ii) that is already known by Employee or is developed by
Employee after termination of employment through entirely independent efforts;
(iii) that Employee obtains from an independent source having a
bona fide right to use and disclose such information;
(iv) that is required to be disclosed by law, except to the
extent eligible for special treatment under an appropriate protective order; or
(v) that CNB Holdings, Inc.'s Board of Directors approves for
release.
7.3 Employee shall not, without the prior approval of CNB
Holdings, Inc.'s Board of Directors, during his employment with CNB and for so
long thereafter as the information or data remain Trade Secrets, use or
disclose, or negligently permit any unauthorized person who is not an employee
of CNB to use, disclose, or gain access to, any
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Trade Secrets of CNB Holdings, Inc., its subsidiaries or affiliates, or of any
other person or entity making Trade Secrets available for CNB's use.
7.4 Employee shall not, without the prior written consent of CNB,
during his employment with CNB and for a period of two (2) years thereafter as
long as the information or data remain competitively sensitive, use or disclose,
or negligently permit any unauthorized person who is not employed by CNB to use,
disclose, or gain access to, any Confidential Information or Business
Opportunities to which the Employee obtained access by virtue of his employment
with CNB, except as provided in Section 7.2 of this Agreement.
8. Observance of Security Measures. During Employee's employment with
CNB, Employee is required to observe all security measures adopted to protect
Trade Secrets, Confidential Information, and Business Opportunities of CNB.
With respect to the requirement under Sections 7.3 and 7.4 that Employee may not
"negligently permit" disclosure of, or access to, Confidential Information or
Business Opportunities to unauthorized persons, Employee's compliance with the
security measures of CNB referenced in this Section 8 shall be sufficient to
satisfy that threshold of duty relating to negligent conduct for the period of
Employee's active employment with CNB.
9. Return of Materials. Upon the request of CNB and, in any event,
upon the termination of his employment with CNB, Employee shall deliver to CNB
all memoranda, notes, records, manuals or other documents, including all copies
of such materials, pertaining to the performance of Employee's services
hereunder or containing Trade Secrets, Confidential Information or Business
Opportunities, whether made or compiled by Employee or furnished to him from any
source by virtue of his employment with CNB.
10. Severability. Employee acknowledges and agrees that the covenants
contained in Sections 7 through 9 of this Agreement shall be construed as
covenants independent of one another and
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distinct from the remaining terms and conditions of this Agreement, and
severable from every other contract and course of business between CNB and
Employee, and that the existence of any claim, suit or action by Employee
against CNB, whether predicated upon this or any other agreement, shall not
constitute a defense to CNB's enforcement of any covenant contained in Sections
7 through 9 of this Agreement.
11. Specific Performance. Employee acknowledges and agrees that the
covenants contained in Sections 7 through 9 of this Agreement shall survive any
termination of employment, as applicable, with or without Cause (as hereinafter
defined), at the instigation or upon the initiative of either party. Employee
further acknowledges and agrees that the ascertainment of damages in the event
of Employee's breach of any covenant contained in Sections 7 through 9 of this
Agreement would be difficult, if at all possible. Employee therefore
acknowledges and agrees that CNB shall be entitled in addition to and not in
limitation of any other rights, remedies, or damages available to CNB in
arbitration, at law or in equity, upon submitting whatever affidavit the law may
require, and posting any necessary bond, to have a court of competent
jurisdiction enjoin Employee from committing any such breach.
12. Termination. During the term of this Agreement, employment,
including without limitation, all compensation, salary, expenses, reimbursement,
and employee benefits may be terminated as follows:
12.1 At the election of CNB for Cause in which case only
compensation due and payable through the effective date of termination shall be
owed to the Employee;
12.2 At Employee's election, upon CNB's breach of any material
provision of this Agreement, CNB shall pay immediately to Employee compensation
due and payable through the effective date of termination plus an amount equal
to twelve (12) months of
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Employee's existing base salary plus the cost of medical, hospitalization and
term life insurance;
12.3 "Cause" shall mean (i) conduct by Employee that amounts to fraud,
dishonesty, gross negligence or willful misconduct in the performance of his
duties hereunder; (ii) the conviction (from which no appeal may be, or is,
timely taken) of Employee of a felony; or (iii) initiation of suspension or
removal proceedings against Employee by federal or state regulatory authorities
acting under lawful authority pursuant to provisions of federal or state law or
regulation which may be in effect from time to time. No termination for Cause
shall be effective unless it is approved by a two-thirds (2/3) vote of CNB
Holdings, Inc.'s Board of Directors, excluding the vote, if any, of Employee;
12.4 Upon Employee's death, or at the election of either party, upon
Employee's disability resulting in inability to perform the duties described in
Section 1 of this Agreement for a period of ninety (90) consecutive days as
determined by CNB Holdings, Inc.'s Board of Directors in its sole discretion in
either case only compensation due and payable through the effective date of
termination shall be owed to the Employee;
12.5 By CNB without Cause in which case CNB shall pay to Employee as
Employee's sole remedy hereunder an amount equal to twelve (12) months of
Employee's existing base salary plus the cost of medical, hospitalization and
term life insurance; or
12.6 By CNB without Cause following a Change of Control (as
hereinafter defined) of CNB in which case CNB shall pay to Employee as
Employee's sole remedy hereunder the amount specified in Section 12.7. For
purposes of this Agreement, the term "Change in Control" shall mean:
12.6.1 an event whereby the individuals constituting the Board of
Directors of CNB Holdings, Inc. (the "CNB Board") as of May 28, 2004 (the
"Beginning CNB Board") cease for any reason to constitute at least a majority of
the CNB Board, provided that a director elected by or on the recommendation of
the Beginning CNB Board shall be deemed to be a member of the Beginning CNB
Board, excluding for this purpose, any director whose assumption of office
occurs as a result of an actual or threatened election contest or proxy contest
with respect to the election or removal of directors; or
12.6.2 the acquisition of more than 50% of CNB Holdings, Inc.
outstanding common stock or equivalent voting power of any class or classes of
outstanding securities of CNB Holdings, Inc. entitled to vote in the elections
of directors by any corporation or other person or persons acting in concert as
described in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended; or
12.6.3 an event whereby CNB Holdings, Inc. becomes a subsidiary
of another corporation or is merged or consolidated into another corporation and
(i) less than a majority of the outstanding voting shares of the parent or
surviving corporation after such acquisition, merger or consolidation are owned
immediately after such acquisition, merger or consolidation by the owners of the
voting shares of CNB Holdings, Inc. immediately before such acquisition, merger
or consolidation; (ii) a person or entity (excluding any corporation resulting
from such business combination or any employee benefit plan or related trust of
CNB Holdings, Inc. or such resulting corporation) beneficially owns or controls
more than 50% of the combined voting power of the then outstanding securities of
such corporation, except to the extent that such ownership existed prior to the
business combination; or (iii) less than a majority of the members of the board
of directors of the corporation resulting from
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such business combination were members of the CNB Board at the time of the
execution of the initial agreement for such merger or consolidation; or
12.6.4 an event whereby substantially all of the assets of CNB
Holdings, Inc. shall be sold to another entity other than a sale to a
wholly-owned subsidiary of CNB Holdings, Inc.; or
12.6.5 the sale or transfer of any of the stock or substantially
all of the assets of the Bank regardless of the form of the transaction, other
than a sale or transfer to a wholly-owned subsidiary of CNB Holdings, Inc.
12.7. In the event of a Change in Control, if CNB terminates Employee
without Cause, or if CNB takes any action specified in Section 12.8 of this
Agreement during the term of this Agreement following the date of occurrence of
a Change in Control ("Termination of Employment"), CNB shall pay to Employee in
addition to and not in lieu of any other payments required in this Agreement
(provided, however, that the amounts in this Section 12.7 shall be paid in lieu
of and not in addition to other payments required in other subsections of this
Section 12), a lump sum cash payment in an amount equal to the product of three
(3) multiplied by the sum of Employee's annual base salary and the cost of
medical, hospitalization and term life insurance coverages for the fiscal
year(s) during the term of this Agreement for which such annual base salary and
cost of coverages were highest. The payment provided for in this Section 12.7
shall be due and payable to Employee within 30 days after the date of
Termination of Employment. In no event shall payment(s) described in this
Section 12.7 exceed the amount permitted by Section 280G of the Internal Revenue
Code, as amended (the "Code"). Therefore, if the aggregate present value
(determined as of the date of the Change of Control in accordance with the
provisions of Section 280G of the Code) of both the severance payment and all
other
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payments to the Employee in the nature of compensation which are contingent on a
change in ownership or effective control of CNB or in the ownership of a
substantial portion of the assets of CNB (the "Aggregate Severance") would
result in a "parachute payment," as defined under Section 280G of the Code, then
the Aggregate Severance shall not be greater than an amount equal to 2.99
multiplied by Employee's "base amount" for the "base period," as those terms are
defined under Section 280G of the Code. In the event the Aggregate Severance is
required to be reduced pursuant to this Section 12.7, the Employee shall be
entitled to determine which portions of the Aggregate Severance are to be
reduced so that the Aggregate Severance satisfies the limit set forth in the
preceding sentence.
12.8 During the remaining term of this Agreement following the
effective date of a Change in Control, if CNB takes any of the following
actions, such action shall be deemed to be a termination without Cause. Those
actions are: (i) (a) any reduction in Employee's base salary then in effect; (b)
any material reduction in bonus opportunity to the extent such reduction in
bonus opportunity is not applied generally to the executive employees of CNB and
all of its affiliates or, if applicable, CNB's successor and all of its
affiliates; or (c) any material reduction in perquisites to the extent such
reduction in perquisites is not applied generally to the executive employees of
CNB and all of its affiliates or, if applicable, CNB's successor and all of its
affiliates; (ii) a material change in Employee's status, offices, titles,
reporting requirements, lending authority, duties or responsibilities with CNB;
(iii) a failure by CNB to increase Employee's base salary annually in accordance
with an established procedure; or (iv) due to CNB's requirement that Employee
relocate more than 50 miles from the main office of the Bank based on its
location immediately prior to the effective date of the Change in
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Control. In any such event, Employee shall be entitled to all payments provided
for in Section 12.7 of this Agreement.
13. Notice. All notice provided for herein shall be in writing and
shall be deemed to be given when delivered in person or deposited in the United
States Mail, registered or certified, return receipt requested, with proper
postage prepaid and addressed as follows:
CNB: First Capital Bancorp, Inc.
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxx X
Xxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxx
With a copy to: Xxxxxx Xxxxxxxxx LLP
Fourteenth Floor
0000 Xxxx Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxxxx
Employee: X. X. Xxxxxx, Xx.
000 Xxxxxx Xxx
Xxxxxxx, Xxxxxxx 00000
With a copy to: Xxxxxx X. Xxxxxxx
0000 Xxxxxxx Xxxx, Xxxxxxxx 000
Xxxxxxx, Xxxxxxx 00000
14. Covenant Not to Solicit.
14.1 For purposes of this Section 14, CNB and Employee conduct the
following business in the following territories:
14.1.1 CNB is engaged in the business of transacting business as
a bank holding company with subsidiary bank(s), which accept deposits, make
loans, cash checks and otherwise engage in the business of banking ("Business of
CNB").
14.1.2 CNB (through its subsidiaries) actively conducts the
Business of CNB in the geographic areas described in Section 14.1.3.
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14.1.3 Employee has established business relationships and
performs the duties described in Section 1 of this Agreement in the geographic
area covered by Xxxx County, Georgia; Dekalb County, Georgia north of U.S.
Interstate I-20; Forsyth County, Georgia; Xxxxxx County, Georgia north of U.S.
Interstate I-20; and Gwinnett County, Georgia.
14.2 Employee agrees that both during the term of this Agreement and
for a period of twelve (12 months) after the termination of this Agreement for
any reason, except for a material breach by CNB under Section 12.2 of this
Agreement, Employee will not (except on behalf of or with the prior written
consent of CNB), within such geographic area as described in Section 14.1.3, on
his own behalf or in the service of or on behalf of others, solicit, divert or
appropriate or attempt to solicit, divert or appropriate any business from any
of CNB's customers, including prospective customers actively sought by CNB, with
whom the Executive has or had material contact during the last two (2) years of
his employment, for purposes of providing products or services that are
competitive with those provided by CNB in its conduct of the Business of CNB.
14.3 Employee agrees that both during the term of this Agreement and
for a period of twelve (12) months after the termination of this Agreement for
any reason, Employee will not enter into, and will not participate in, any plan
or arrangement to cause any employee of CNB to terminate his or her employment
with CNB, and, Employee further agrees that for a period of at least twelve (12)
months after the termination of employment by any employee of CNB, Employee will
not hire such employee in connection with any business initiated by Employee or
any other person, firm or corporation. Employee further agrees that information
as the capabilities of CNB's employees, their salaries and benefits, and any
other terms of their employment is Confidential Information and proprietary to
CNB.
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14.4 The covenants contained in this Section 14 shall be construed as
agreements severable from and independent of each other and of any other
provision of this or any other contract or agreement between the parties hereto.
The existence of any claim or cause of action by Employee against CNB, whether
predicated upon this or any other contract or agreement, shall not constitute a
defense to the enforcement by CNB of said covenants.
15. Miscellaneous.
15.1 This Agreement constitutes and expresses the whole agreement of
the parties in reference to the employment of Employee by CNB, and there are no
representations, inducements, promises, agreements, arrangements, or
undertakings oral or written, between the parties other than those set forth
herein.
15.2 This Agreement shall be governed by the laws of the State of
Georgia.
15.3 Should any clause or any other provision of this Agreement be
determined to be void or unenforceable for any reason, such determination shall
not affect the validity or enforceability of any clause or provision of this
Agreement, all of which shall remain in full force and effect.
15.4 Time is of the essence in this Agreement.
15.5 This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and assigns. This Agreement shall not be
assignable by any other parties hereto without the prior written consent of the
other parties.
15.6 This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and all of which taken together shall
constitute but a single instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
/s/ Xxxxxx X. Xxxxxxx /s/ X. X. Xxxxxx (SEAL)
------------------------ ----------------------------
Witness X. X. Xxxxxx
ATTEST:
FIRST CAPITAL BANCORP, NC.,
formerly known as CNB HOLDINGS, INC.
By /s/ Xxxxxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxx
----------------------- -------------------------------
Secretary Chairman of the Board
(CORPORATE SEAL)
FIRST CAPITAL BANK
By: /s/ Xxxxxxxxx Xxxxxx By: /s/ X. X. Xxxxx, Xx.
---------------------- ------------------------------
Secretary Chairman of Compensation &
Governance Committee
(BANK SEAL)
EXHIBIT A
---------
Employee Compensation
---------------------
SALARY:
Period Annual Salary Rate
------ ------------------
7/04-12/04 $180,000
1/05-12/05 $180,000
2004 ANNUAL PERFORMANCE BONUS
For the 2004 calendar year and payable in January 2005, Employee's Annual
Performance Bonus will be based on the criteria set forth below with the target
bonus being $120,000, weighted as follows:
Bank Earnings: 50% ($60,000)
Merger Integration by Sept. 30, 2004 15% ($18,000)
Strategic Initiatives: 15% ($18,000)
Leadership and Value Creation: 20% ($24,000)
A. BANK EARNINGS
The 2004 Annual Performance Bonus calculated on bank earnings is based on the
performance of the Bank meeting a targeted Return on Earnings Before Taxes
("EBT") for the last six (6) months of 2004, as calculated and determined in
accordance with generally accepted accounting principals by the Bank's
independent certified public accountants, as set forth below:
EXAMPLE WITH
TARGET BUDGET ACTUAL
-------------- -------------------
PROJECTED EBT $2,289,150 Actual last 6 months
Bonus of 2.5% Actual EBT X 2.5%
Bonus Annualized $59,800
Bonus for 6 months $29,900
For purposes of this Agreement: (i) EBT shall exclude any gains or losses on
investment securities as required by Statement of Financial Accounting Standards
No. 115; and (ii) EBT shall be determined after subtracting the sum of any
amount paid to or for the benefit of Employee hereunder and all other bonuses
and compensation paid to Bank's employees for such period.
B. MERGER INTEGRATION
The 2004 Annual Performance Bonus based on Merger Integration is based on the
successful integration of the operation of First Capital Bank and Chattahoochee
National Bank into one well functioning unit, by a date to be determined based
on input from the integration teams, as set forth below:
Successful integration by: Bonus
-------------------------- -----
September 30, 2004 $ 18,000
October 30,2004 $ 9,000
November 30, 2004 $ 3,000
-
C. STRATEGIC INITIATIVES
The 2004 Annual Performance Bonus based on Strategic Initiatives is based on the
Employee accomplishing major new initiatives as determined by the Compensation
Committee of CNB Holdings, Inc.'s Board of Directors in its sole discretion.
Currently, the recruitment of C&I Team Leaders and Producers are the 2004
initiatives and the bonus structure is set forth below:
Successful Recruitment of: Bonus
-------------------------- -----
One Team Leader with Production Team $ 6,000
Two Team Leaders with Production Team $ 12,000
Three Team Leaders with Production Team $ 18,000
Four Team Leaders with Production Team $ 24,000
For the purposes of this Agreement, Team Leaders must be "A" quality lenders
with a demonstrated performance record in one of CNB's target markets and
approved by the Compensation Committee. Producers must be bankers of proven
reputation and production, as determined and approved by the Compensation
Committee. Further, to count as a successful recruitment, the recruit must
commit to employment with CNB during the 2004 calendar year and be on the
payroll of CNB no later than February 15, 2005.
D. LEADERSHIP AND VALUE CREATION
The 2004 Annual Performance Bonus based on Leadership and Value Creation is
based on criteria to be determined by the Compensation Committee of CNB
Holdings, Inc.'s Board of Directors in its sole discretion, and communicated in
writing to the Employee. Leadership and shareowner value creation will be the
primary standards. The amount of bonus may vary plus or minus twenty percent
(20%) around the target of $24,000. Specific factors and methods will be
determined by the Compensation Committee of CNB Holdings, Inc.'s Board of
Directors based on performance and activities during the last six months of
2004.
2005 ANNUAL PERFORMANCE BONUS PLAN
For the 2005 calendar year and payable in January, 2006, Employee's Annual
Performance Bonus will be determined on the basis of the degree of achievement
of performance goals which shall be established by the Compensation Committee of
CNB Holdings, Inc.'s Board of Directors in its sole discretion, and which goals
shall be stated in terms of the attainment of specified target levels of XXX and
certain strategic initiatives. Such performance goals shall be in writing and
communicated to the Employee
AUTO ALLOWANCE: CNB will provide for Employee's use a late model luxury
automobile and will reimburse Employee for the costs of its operations and
normal maintenance, such use and reimbursement not to exceed $1,000 per month in
the aggregate.
CLUB MEMBERSHIP: Country Club of Roswell then monthly dues.
DISABILITY INSURANCE: CNB will reimburse Employee up to $158 for disability
insurance premiums.
MEDICAL, HOSPITALIZATION AND TERM LIFE INSURANCE: CNB will reimburse Employee
up to $600 for medical, hospitalization and term life insurance premiums.
VACATION: Employee will be entitled to twenty-five (25) paid time off days per
calendar year.
2006 ANNUAL PERFORMANCE BONUS PLAN
For the 2006 calendar year, Employee's Annual Performance Bonus, if any, shall
be established at a later date by the Compensation Committee of CNB Holdings,
Inc.'s Board of Directors in its sole discretion. Such performance goals shall
be in writing and communicated to the Employee.
