Exhibit 10(o)
EMPLOYMENT AGREEMENT
(as amended October 5, 1997)
This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
on August 8, 1997 by and among REPUBLIC SECURITY BANK, a Florida state bank (the
"Bank"), and XXXXXX X. XXXXXXX ("Executive").
W I T N E S S E T H
WHEREAS, the Bank desires to employ Executive upon the terms and
conditions set forth herein and is willing to agree to the employment terms and
conditions set forth herein, but only on the condition that Executive agrees to
enter into the non-competition, non-disclosure and non-solicitation covenants
contained herein; and
WHEREAS, Executive desires to be employed by the Bank upon the terms
and conditions set forth herein, including such non-competition, non-disclosure
and non- solicitation covenants, and has negotiated with the Bank for the
compensation, benefits and conditions set forth herein; and
WHEREAS, Executive is a key executive and a shareholder of County
National Bank of South Florida ("County") and such non-competition,
non-disclosure and non-solicitation covenants are given in connection with, and
as a precondition to, the merger of County into the Bank;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follow:
1. EMPLOYMENT. This Agreement shall be effective as of the date of (the
"Effective Date"), and only in the event of, the merger of County into the Bank
pursuant to the Agreement and Plan of Merger of even date herewith. Subject to
the terms and upon the conditions set forth herein, the Bank agrees to employ
Executive, and Executive accepts and agrees to such employment, as of the
Effective Date, in the capacity and for the term of employment specified herein.
On the later of (a) the Effective Date or (b) in the event that the Effective
Date occurs in 1997, January 2, 1998, the Bank agrees to pay Executive $567,000.
In consideration of such payout, Executive agrees that the Employment Agreement,
dated June 15, 1988, by and between County, County Financial Corporation and
Executive is terminated and of no further force and effect as of the Effective
Date.
2. SCOPE OF EMPLOYMENT. Executive shall be employed as E ecutive Vice
President and Dade County Executive of the Bank. As such, Executive shall be
responsible for Dade County business development for the Bank and shall have
administrative responsibility for the Bank's operations and banking centers
located in Dade
County. He will serve on the Bank's Management Executive Committee, Management
Operating Committee, Management Loan Committee and Management Compensation
Committee. He shall also have such other responsibilities, duties and authority
as the President of the Bank may from time to time determine. Executive shall be
obligated to devote his full working time to the performance of his duties
hereunder.
Executive shall at all times be subject to the direction and control of
the President and Board of Directors of the Bank, and all acts of Executive in
the performance of his duties hereunder shall be carried out in conformity with
the policies, directions and limitations as from time to time established by the
President or Board of Directors.
3. COMPENSATION. Executive shall be entitled to the following compen-
sation:
(a) BASE SALARY. During the Term, the Bank shall pay Executive a base
salary at the rate of $100,000 per annum, payable in accordance with the
customary practices of the Bank. The rate of base salary may be adjusted (but
not to less than $1 0,000) from time to time at the sole discretion of the Board
of Directors.
(b) CASH INCENTIVE COMPENSATION. The Bank shall pay to the Executive an
additional amount over and above the Base Salary to which he is entitled, for
all periods during which this Agreement shall be in effect. Such additional
amount shall be the "Cash Incentive Compensation" which shall be in an amount up
to twenty-eight percent (28%) of the Executive's base salary, 75% of which is
dependent on the President's judgement as to whether or not the Executive has
achieved the goals specifically assigned for his business unit for the fiscal
year and 25% of which is dependent on achievement of The Bank's consolidated
budget for the fiscal year. Such goals shall be expressed for each quarter of
the fiscal year. Accordingly, 75% of the maximum overall 28% Cash Incentive
Compensation shall be available to the Executive in four equal amounts for
quarterly determination, with the remaining 25% of the overall 28% Cash
Incentive Compensation available after the conclusion of the fiscal year for
determination based on achievement of the Bank's consolidated budget for the
fiscal year. If the Executive does not earn the entire Cash Incentive
Compensation available for any given fiscal quarter or fiscal year, it shall be
understood that the unearned amount does not carry over to any subsequent fiscal
quarter. No cash incentive compensation shall be payable for any fiscal quarter
or fiscal year for which Executive is not in the employ of the Bank on the last
day thereof.
(c) AUTOMOBILE The Bank shall furnish the Executive with the use of an
automobile at the Bank's expense for the performance of his duties on behalf of
the Bank and Executive shall use such automobile for that purpose. The costs of
operation, maintenance and insurance shall be paid by the Bank in accordance
with Bank policies and procedur s in effect from time to time. The Executive
shall be an additional named insured on the liability insurance coverage.
Executive shall account for the use and expenses of the automobile in accordance
with the policies and procedures of the Bank.
(d) CLUB. During the Term, the Bank shall pay Executive's membership
dues at the Lighthouse Yacht & Racquet Club.
(e) DIRECTOR COMPENSA ION. During the period in which Executive
continues to be employed by the Bank, he will not be entitled to any fees or
other compensation in his capacity as a director of Republic Security Financial
Corporation or the Bank or as a member of committees of the board of directors
thereof.
4. BENEFITS. During the Term, the Bank shall provide Executive with
such fringe benefits as shall be available generally to all xecutives of the
Bank from time to time.
5. REIMBURSEMENT OF EXPENSES. The Bank shall promptly reimburse
Executive for all reasonable and ordinary expenses incurred by him in the
performance of his duties hereunder, provided that Executive accounts to the
Bank therefor in the manner prescribed by the Bank.
6. TERM OF EMPLOYMENT. he term of employment pursuant to this Agreement
(the "Term") shall commence on the Effective Date and shall continue until the
first to occur of the following:
(a) December 31, 1999, unless sooner terminated as hereinafter
provided. On December 31, 1999, and on the last day of December of each year
thereafter, the term of the Executive's employment pursuant to this Agreement
shall be extended one additional year only upon the mutual consent of the E
ecutive and the Bank. The Bank's consent shall require the explicit review of
this Agreement and approval thereof by the Bank's Board of Directors during the
period 60 days prior to such last day of December. In the event that the Board
of Directors fails to explicitly review and communicate its decision to renew
this Agreement for one additional year or terminate this Agreement, this
Agreement shall automatically renew for one additional year.
(b) Executive's resignation. Executive agrees to provide the Bank
written notice at least 60 days in advance of the effective date of resignation.
(c) Executive's death or disability. "Disability" shall mean such
physical or mental incapacity which renders Executive incapable of fully
performing his duties pursuant to this Agreement for a continuous period of 90
days.
(d) Termination of employment by he Bank for Cause.
(e) Termination of employment by the Bank without Cause.
"Cause" as used in this Agreement shall mean:
(i) gross negligence or willful misconduct by Executive in
connection with his employment hereunder or the business of the Bank;
(ii) Executive's misappropriation f the Bank's assets or
property;
(iii) Executive's conviction of, or plea of guilty to, a crime
involving fraud or any felony; or
(iv) Executive's failure to comply with any material term,
covenant or condition contained herein.
7. RIGHTS OF EXECUTIVE UPON TERMINATION. Executive shall not be
entitled to any compensation or benefits upon any termination of this Agreement
except to the extent provided in this Section 7.
In the event of termination by the Bank without Cause, the Bank shall
pay Executive, and Executive agrees to accept from the Bank, as Executive's sole
and exclusive remedy for termination, (i) if such termination is prior to
December 31, 1998, an amount equivalent to the Executive's annual base salary as
defined in Section 3(a) hereof remaining to be paid to Executive through
December 31, 1999 or (ii) if such termination is after December 31, 1998, an
amount equal to Executive's then current annual base salary. Such payment may be
paid, at the Bank's option, in a lump sum or in equal installments through the
Bank's normal payroll system over the course of the ensuing year.
In the event of termination of employment hereunder for any reason
other than termination by the Bank without C use, Executive shall receive only
the compensation accrued through the date of termination.
8. NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION. In
consideration of the Bank entering into this Agreement, Executive agrees to each
of the following covenants:
(a) NON-COMPETITION. During the Term, Executive agrees not to engage,
directly or indirectly, i any aspect of the financial institutions business,
including for state, national or foreign banks, state or federal savings
associations, credit unions, mortgage or loan companies or any other entity in
the business of making or acquiring loans or taking deposits (the "Banking
Business"), other than the Bank, whether as shareholder, partner, director,
employee, agent, consultant or otherwise. In the event of termination of
Executive's employment hereunder, other than termination by the Bank without
Cause, Executive, until 12 months after the date of termination, agrees not to
engage, directly or indirectly, in the Banking Business in any capacity in
Broward and Dade Counties, Florida.
(b) NON-DISCLOSURE. Executive agrees to (i) hold all trade secrets and
other confidential or proprietary information of the Bank, including the names
and circumstances of loan and deposit customers of the Bank, in trust and
confidence for the Bank and shall not
use or disclose any such information except in connection with the business of
the Bank and (ii) be liable for damages incurred by the Bank as a result of
disclosure of any such information by Executive (without the prior written
consent of the President) for any purpose other than the business of the Bank,
either during his employment or at any time after termination of his employment
with the Bank for any reason whatsoever (including without Cause).
Notwithstanding the foregoing, Executive may disclose any such information to
the extent such disclosure is compelled by applicable law or to the extent such
information becomes publicly available other than by unauthorized disclosure by
Executive.
(c) NON-SOLICITATION. For a period of 24 months after the Term,
Executive agrees not, directly or indirectly, on behalf of any trade or
business, to aid or endeavor to solicit, induce or recommend any employees of
the Bank to leave their employment wi h the Bank.
(d) COVENANTS NOT EXCLUSIVE. Executive agrees that the covenants set
forth in Sections 8(a), (b) and (c) hereof are in addition to any rights the
Bank may have in law or at equity.
(e) NO ADEQUATE REMEDY AT LAW. Executive acknowledges and agrees that
it may be impossible to measure in money the damages which the Bank will suffer
in the event Executive breaches any f the covenants in this Section 8.
Therefore, if the Bank shall institute any action or proceeding to enforce the
provisions hereof, Executive hereby waives and agrees not to assert in any such
action or proceeding the claim or defense that the Bank has an adequate remedy
at law. The foregoing shall not prejudice the right of the Bank to require
Executive to account for and pay over to the Bank the compensation, profits,
monies, accruals or other benefits derived or received by Executive as a result
of any transaction constituting a breach of the covenants set forth in this
Section 8.
9. SEVERABILITY. Each provision hereof is severable from this
Agreement, and if one or more provisions hereof are declared invalid, the
remaining provisions shall nevertheless remain in full force and effect. If any
provision of this Agreement is so broad, in scope or duration or otherwise as to
be unenforceable, such provision shall be nterpreted to be only so broad as is
enforceable.
10. OTHER AGREEMENTS. Executive agrees that, on the Effective Date, any
employment agreement, severance agreement or other oral or written agreement
regarding his compensation or benefits with County or County Financial
Corporation shall automatically terminate without payment of any amount on
account of such termination or of the merger of County into the Bank.
11. NOTICE. Any notice to be given hereunder shall be given in writing.
Notice shall be deemed to be given when delivered by hand to, or one business
day after being delivered to an overnight courier service, addressed to:
If to the Bank:
Republic Security Bank
0000 Xxxxxxx Xxxxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxx, President
and Chairman of the Board
If to Executive:
Xxxxxx X. Xxxxxxx
000 XX 000xx Xxxxxx
Xxxxx Xxxxx Xxxxx, XX 00000
or to such other address as either party may give notice of to the other.
12. NO WAIVER. The failure to enforce at any time any of the provisions
of this Agreement, or to require at any time performance by the other party of
any of the provisions hereof, shall in no way be construed to be a waiver of
such provisions or to affect the validity of this Agree ent, or any part hereof,
or the right of either party thereafter to enforce each and every such provision
in accordance with the terms of this Agreement.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes any
and all prior understandings, agreements or correspondence between the parties.
It may not be amended or extended in any respect except by a writing signed by
all parties hereto.
14. GOVERNING LAW. This Agreement shall be governed by, and interpreted
in accordance with, the laws of the State of Florida.
15. PREVAILING PARTY. In the event that any litigation or other dispute
arises to enforce or interpret any term or terms of this Agreement, the prevai
ing party shall be entitled, in addition to any other damages or remedy, to
receive from the other party its reasonable attorneys' fees and costs.
16. ASSIGNMENT. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof may be assigned or
delegated by either party without the prior written consent of the other party.
IN WITNESS WHEREOF, the parties have entered into this Agreement as
of the date first above written.
REPUBLIC SECURITY BANK
By /S/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx,
Executive Vice President
/S/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
