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EXHIBIT 10.14
WEST GEORGIA
NATIONAL BANK
August 31, 2000
▇.▇. ▇▇▇▇▇▇, III
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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 - Villa Rica City Executive 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 H ▇▇▇▇▇ ▇▇▇▇▇, the Executive
Vice 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 the Chapel Hill Golf 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
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participate in other plans at the discretion of the Board of Directors or a
committee thereof.
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 - Villa Rica
City Executive, 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 as set out in Exhibit "B" (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 for the purpose of
construction lending.
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.
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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 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
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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.
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
▇▇▇▇▇▇ to and accepted, this 31st day of August, 2000.
/s/ ▇. ▇. ▇▇▇▇▇▇, III
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▇.▇. ▇▇▇▇▇▇, III
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EXHIBIT "A"
WEST GEORGIA NATIONAL BANK
JOB DESCRIPTION
MAY, 2000
JOB TITLE: SENIOR VICE PRESIDENT/CITY EXECUTIVE
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JOB CODE:
DEPARTMENT: BRANCH ADMINISTRATION
REPORTS TO: EXECUTIVE VICE PRESIDENT - CHIEF OPERATING OFFICER
APPROVED BY: DATE:
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SUMMARY:
Has overall responsibility for the administration of banking offices located
within a defined region. This position requires experience and knowledge of all
types of lending and retail banking functions. Leads arid supervises subordinate
managers, lenders and support officers in maintaining consistent growth with
proper expense controls. Ensures that an exceptional sales and service
atmosphere is constant and delivered to all customers. Serves as a member of the
bank's senior management team and participates significantly in developing
overall policies, programs, objectives and goals for the bank.
ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be
assigned. Has the responsibility for:
Maintaining a positive work environment that will be profitable and meet the
needs of customers through conferring with senior management and subordinate
officers on a regular basis in order to plan business objectives and coordinate
functions between intra-office and inter-office departments.
Establishing a written strategic business, plan to be followed in order to
attain objectives. Reviewing activity reports and financial statements to
determine progress and status in attaining objectives. Revising objectives and
plans in accordance with current conditions.
Keeping the senior management group informed concerning major developments and
consults with same regarding major decisions affecting the office/region.
Representing the bank and providing leadership in key community activities,
including business, charitable, civic and social organizations to maintain
proper citizen stature for the bank.
Leading and directing regular business development calls to solicit new business
or improve services to existing clients.
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Evaluating performance of officers for compliance with established policies,
procedures and objectives of the bank. Exercising usual authority of an
executive officer concerning staffing, performance appraisals, promotions,
salary recommendations and terminations.
Providing advice and guidance to officers engaged in loan activities and
approval within policy authorities. At times of heavy business, assisting
lending staff with reviewing and/or taking loan applications, analyzing credit
risks and preparing loan requests over lending authority for presentation to the
Executive Loan Committee with recommendation. Ensuring all staff maintains
proper documentation and processing procedures. Oversees the collection process
on delinquent/problem credits. Consulting with other loan officers bankwide on
larger and more complex credits.
Working closely with subordinate officers, keeping them informed of changes in
policies and procedures, while ensuring that they and their staff are
well-trained in relevant functions required to effectively perform their jobs.
Encouraging the growth and professional development of all officers and
employees.
Providing detailed information for preparing the department budget including
projected loan & deposit volume, rate of return and expenditures.
SUPERVISORY RESPONSIBILITIES:
Manages subordinate officers and/or supervisors in the lending and retail
functions in the region. Is responsible for the overall direction, coordination,
and evaluation of these areas. Also, may directly supervise 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; appraising
performance; rewarding and disciplining employees; addressing complaints and
resolving problems.
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.
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.
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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 or a progressive experience with a financial organization and
continuing education. Five to ten years of experience in both
commercial and consumer lending as well as branch management.
LANGUAGE SKILLS:
Ability to read, analyze and interpret common technical journals,
financial reports and legal documents. Ability to respond to common
inquiries or complaints from customers, regulatory agencies or members
of the community. A high level of interpersonal skills to effectively
communicate policies, procedures, staff objectives and information to
top management, public groups and/or boards of directors.
ANALYTICAL SKILLS:
A high level of analytical, mathematical and reasoning skills to assess
and evaluate the operation of subordinate areas of responsibility,
participate in the establishing of bank-wide goals and draft useful
reports. Ability to solve practical problems and deal with a variety of
concrete variables in situations where only limited standardization
exists. Ability to interpret a variety of instructions furnished in
written, oral, diagram, or schedule form.
CERTIFICATES, LICENSES, REGISTRATIONS:
Preferred Graduate of LSU Graduate School of Banking of the ▇▇▇▇▇, ▇▇▇▇▇▇▇
Banking School or equivalent.
OTHER SKILLS AND ABILITIES:
Possesses personal characteristics of intelligence, common sense,
inquisitiveness, listening skills, decisiveness, results orientation,
self-motivation, high confidence level, good time management, attention to
detail, ease in dealing with numbers, negotiation skills, maturity, integrity,
adaptability, sense of humor and excellent interpersonal skills. Ability to
operate P.C. equipment and related software.
PHYSICAL DEMANDS:
The 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 regularly required to
stand; walk; sit; use hands to handle or feel objects, or controls; and talk or
hear. The employee may be occasionally required to stoop, kneel, ▇▇▇▇▇▇ or crawl
during property appraisals.
The employee must occasionally lift and/or move up to 15 pounds. Specific vision
abilities required by this job include close vision, distance vision, peripheral
vision and the ability to adjust focus.
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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.
While performing the duties of this job, the employee occasionally works in
outside weather conditions when performing property inspections, business
development calls and supervisory visits to other locations.
The noise level in the work environment is usually quiet.
Exposure to potentially hazardous conditions, (i.e. robbery). Receives detailed
instructions concerning procedures to be followed for minimal exposure.
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