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EXHIBIT 10.15
WEST GEORGIA
NATIONAL BANK
August 31, 2000
▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: WEST GEORGIA NATIONAL BANK ("WGNB") EMPLOYMENT OF ▇. ▇▇▇▇▇
▇▇▇▇▇, ▇▇. ("EMPLOYEE")
Dear ▇▇. ▇▇▇▇▇:
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:
Senior Vice President 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the President.
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 $88,400.00 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 ▇▇.
▇▇▇▇▇▇ or whomever you report to at the time the expense may be incurred. You
are also 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 a
company vehicle. 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 (2) 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 (3) 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 Senior Vice President, 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 ▇▇▇▇▇▇▇ 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
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to the next section which has a broader definition) occurs when two conditions
are satisfied. First, 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 ▇▇▇▇▇▇▇ 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/ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Its: CHIEF EXECUTIVE OFFICER
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▇▇▇▇▇▇ to and accepted, this 31st day of August, 2000
/s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
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▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
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EXHIBIT "A"
WEST GEORGIA NATIONAL BANK
JOB DESCRIPTION
MAY, 2000
JOB TITLE: SENIOR VICE PRESIDENT/COMMERCIAL LOAN OFFICER
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JOB CODE: 133
DEPARTMENT: LOANS
REPORTS TO: PRESIDENT
APPROVED BY: DATE:
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SUMMARY:
Is responsible for the organization, planning and directing of the bank's
commercial loan portfolio and the management of the commercial loan function.
Directs the activities of commercial loan officers originating, servicing and
collecting commercial loans ensuring that applicable bank lending policies and
practices are followed. Accountable for the development, application, and
ongoing review of the bank's commercial lending policies. Provides input into
the budget process. Provides service to customers and prospective customers
seeking primarily commercial loans. This is the most seasoned commercial lender
dealing with relatively large loans or those involving more risk. Makes and
services all types of secured and unsecured loans or lines of credit, using the
most significant lending authority. Under general supervision, but in accordance
with established policies and procedures, originates primarily commercial loans
by interviewing applicants, ordering credit reports, analyzing data, approving
or denying credit requests, notifying applicants of loan decision, notifying
customers of loan status, and processing approved loans. Responds to questions
concerning all aspects of commercial loans from various sources, such as
customers, branch managers, assistant branch managers and others. Sets up files,
inputs loan data, and prepares reports. May assist with servicing commercial
loans. Holds responsibility for the prudent management of the commercial loan
portfolio to maximize profits and growth. Serves as financial counselor for
businesses in the community.
ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be
assigned. Has responsibility for:
Developing the short- and long-term goals and objectives of the commercial loan
department.
Establishing commercial lending policies and operating procedures that are
consistent with overall bank policies and operations objectives.
Establishes interest rate guidelines, fees, and other charges that harmonize
with overall bank policies and are competitive and profitable for the bank.
Processing and approving Commercial Loans up to $100,000, or an amount specified
by the board.
Supervises, directs and controls the activities of loan officers who develop
commercial, agricultural, real estate and construction loans for bank customers.
Reviews commercial loans developed by subordinate commercial loan officers for
compliance with lending objectives, policies and procedures. Keeps officers and
staff informed of changes in policies and procedures and ensures they are well
trained in the commercial lending functions.
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Develops and manages large and/or major commercial loan accounts. Interviews
applicants, gathers and evaluates financial and related data to establish
credit-worthiness, establishes and renegotiates credit terms where necessary and
continually monitors customers' financial condition and repayment progress.
Attends to the needs of customers seeking loans or lines of credit on terms that
involve significant amounts of unsecured funds and/or credit secured by
mortgages or other collateral.
Interviews applicants to develop information concerning their businesses, needs,
desires, abilities, and earnings to determine whether a loan may be an
acceptable risk.
Follows current loan and credit lines to ensure complete conformity with terms
and cognizance of developing trends.
Monitors loan repayment activities and takes necessary action to collect from
past due accounts.
Makes presentation to Officers Loan Committee and Executive Loan Committee for
loan approval outside of lending authority.
Making recommendations to customers and prospective customers regarding
financial concepts and practices.
Studying industrial, commercial, and financial situations relating to new or
existing businesses.
Calling on potential or existing customers to develop new business and increase
or retain existing business. Cross sells bank services in a professional manner.
Keeps abreast of local and national economic, financial, political and
legislative events and climates which could have an impact on commercial lending
activities, by reviewing journal articles, publications and other material, and
ensures departmental policies and procedures comply with all applicable laws and
regulations.
Performs personnel management and administration activities within the
commercial loan area, including job assignment, loan officer and clerical
counseling and training, performance appraisal and compensation review.
Maintains professional and community relations to increase the bank's visibility
and new business opportunities and to further personal development.
Provides detailed information for preparing the department budget including
projected volume, rate of return and expenditures.
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 other commercial loan officers. Is responsible for the overall
direction, coordination, and evaluation of the commercial loan area. Also may
supervise other non-supervisory employees.
▇▇▇▇▇▇▇ out supervisory responsibilities in accordance with the organization's
policies and applicable laws. Responsibilities include interviewing, hiring, and
training employees; planning, assigning, and directing work;
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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:
A technical level of knowledge normally acquired through completion of
a master's level program in business administration, finance or related
area. Seven to ten years of progressively increasing responsible
commercial lending 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, and fundamentals of cash flow and financial analysis.
Ability to apply concepts such as fractions, percentages, ratios, and
proportions to practical situations. The analytical ability to conduct
an analysis of an applicant's credit status and recommend alternatives
where the analysis reveals an insufficient financial posture.
REASONING ABILITY:
Ability to define problems, collect data, establish facts, and draw
valid conclusions. Ability to interpret an extensive variety of
technical instructions in mathematical or diagram form and deal with
several abstract and concrete variables.
CERTIFICATES, LICENSES, REGISTRATIONS:
Preferred Graduate of LSU Graduate School of Banking of the South or Georgia
Banking School. Various BAI or AIB bank related courses are helpful.
OTHER SKILLS AND ABILITIES:
Strong, well-developed interpersonal skills in order to maximize business
contacts and develop a working relationship with potential and current
commercial loan customers.
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, distance
vision, peripheral 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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While performing the duties of this job, the employee occasionally works in
outside weather conditions while making collateral inspections.
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.