EXHIBIT 10.10
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into as
of January 1, 2000 and amended effective January 1, 2000, by and between ▇▇▇▇▇▇
▇▇▇▇▇▇, a resident of the State of Georgia ("Employee"), and COMMUNITY TRUST
FINANCIAL SERVICES CORPORATION, a Georgia bank holding company ("CTFS").
W I T N E S S E T H:
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WHEREAS, CTFS wishes to obtain assurances from Employee that CTFS will have
the benefit of Employee's services on the terms and subject to the conditions
set forth herein; and
WHEREAS, Employee wishes to obtain assurances from CTFS on the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, CTFS and Employee agree as follows:
1. Employment. CTFS hereby employs Employee, and Employee hereby accepts
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such employment and agrees to perform services for CTFS , for the period and
upon the other terms and conditions set forth in this Agreement.
2. Term. The term (the "Term") of Employee's employment hereunder shall
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be for a period of five (5) years, commencing as of the date of this Agreement
and ending on December 31, 2002, subject to earlier termination as hereinafter
specified.
3. Position and Duties.
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3.01 Service with CTFS. During the term of this Agreement, Employee
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shall serve as, and his title shall be, President and Chief Executive Officer of
CTFS. In such position, Employee agrees to perform such employment duties
consistent with such position as the Board of Directors of CTFS shall assign to
him from time to time. Employee also agrees to serve, during the Term hereof, as
requested by the Board of Directors of CTFS, and without any additional
compensation, as a Director of CTFS and as an executive officer and/or director
of any corporations or other entities affiliated with CTFS.
3.02 Performance of Duties. Employee agrees to serve CTFS faithfully
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and to the best of his ability and to devote all of his time, energy and skill
during regular and assigned business hours to such employment. During the Term
hereof, Employee shall not serve as an officer, director or employee of any
other entity not affiliated with CTFS without the prior written consent of CTFS'
Board of Directors. Notwithstanding the foregoing, (i) Employee may pursue such
personal investment and financial matters as do not conflict with his
obligations and commitments to CTFS, (ii) Employee may participate in
charitable,
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religious or civic activities such as serving on a school board, church board or
community fund committee and (iii) Employee may participate in such other
activities as the Board of Directors of CTFS may from time to time approve in
writing. Employee hereby confirms that he is under no contractual commitments
inconsistent with his obligations set forth in this Agreement.
4. Compensation.
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Section 4.01 Base Salary. As compensation for all services to be rendered
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by Employee under this Agreement, CTFS shall pay to Employee an initial annual
base salary for the period from January 1, 1998 through and including December
31, 1998, of $119,025.00. The base salary shall be subject to an annual cost of
living increase, or, at the discretion of CTFS, an increase which exceeds the
scheduled cost of living increase. The cost of living increase shall be an
amount equal to the product of (i) the "CPI Adjustment" (hereinafter defined)
multiplied by (ii) the base salary in effect immediately prior to such increase.
The effective date of all such increases shall be retroactive to January 1 of
the year in which the adjustment takes effect notwithstanding the fact that the
CPI Adjustment generally will not be capable of being calculated until some time
in February or March of such year. The base salary described in this Section
4.01, as it may be increased from time to time, is referred to herein as the
"Base Salary." The Base Salary shall be paid in bi-weekly installments in
accordance with CTFS' normal payroll procedures and policies.
For purposes of this Section 4.01, "CPI Adjustment" shall mean the lesser
of (i) 7.5% or (ii) the percentage increase, if any, in the "CPI-U Index"
(hereinafter defined) between (a) the average CPI-U Index for the year
immediately preceding the year in which the Base Salary adjustment in question
is to take effect and (b) the average CPI-U Index for the immediately preceding
year. "CPI-U Index" shall mean the "Consumer Price Index For All Urban
Consumers, Atlanta, Georgia (1982-84=100) as published by the Bureau of Labor
Statistics of the United States Department of Labor. If the CPI Adjustment is
zero or a negative number, the amount of the CPI Adjustment shall, for purposes
of this Section 4.01, be deemed to be zero.
By way of example, if: (i) Employee's Base Salary in effect on December 31,
1998 is $119,025; (ii) the average CPI-U Index for 1998 (as published by the
Bureau of Labor Statistics in February, 1999) is 158.4; and (iii) the average
CPI-U Index for 1997 (as published by the Bureau of Labor Statistics in
February, 1998) is 156.0, then, effective January 1, 1999, the Base Salary
increase would be calculated as follows:
CPI Adjustment = 1.54% (158.4 - 156.0 = 2.4; 2.4/156.0 = 1.54%)
Base Salary Increase = $1,833 ($119,025 x 1.54%)
New Base Salary = $120,858 ($119,025 + 1,833)
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4.02 Incentive Compensation; Stock Option Programs.
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(a) For each full fiscal year of CTFS that this agreement remains in
effect, Employee shall receive, subject to meeting performance goals set
annually by CTFS for CTFS and its subsidiaries, in addition to the Base Salary
described in Section 4.01, annual incentive compensation. The maximum amount of
annual incentive compensation shall be fifteen (15) percent of the Base Salary
in effect on the last day of the fiscal year for which CTFS is paying incentive
compensation.
In the event this Agreement is terminated pursuant to Section 10.01(d) or
10.01(e) hereof and such termination occurs during, as opposed to at the end of,
a fiscal year of CTFS, Employee shall be entitled to a pro rata portion of the
incentive compensation that Employee would have received had this Agreement
remained in effect through the end of such fiscal year. The pro rata portion to
which Employee is entitled shall be determined by multiplying such incentive
compensation by a fraction, the numerator of which is the number of days during
the fiscal year in question that this Agreement was in effect and the
denominator of which is the total number of days in such fiscal year.
(b) On each January 1 during the term of this Agreement, CTFS shall cause
to be granted to Employee an option to acquire 1,000 shares of CTFS common
stock, provided that there are a sufficient number of shares available to
support such a grant under CTFS' 1993 Stock Option Plan (or a successor plan).
Each such option shall be granted pursuant to, and shall be subject to all of
the terms and conditions of, CTFS' 1993 Stock Option Plan (or a successor plan).
4.03 Automobile. CTFS shall provide Employee with use of a late model
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automobile which shall be used by Employee for business purposes and which also
may be used by Employee for personal use. CTFS shall also reimburse Employee for
all fuel and maintenance expenses associated with such automobile. Employee
shall be solely responsible for payment of any and all federal, state and local
taxes (including, but not limited to, income taxes) associated with or
attributable to personal use of such automobile.
4.04 Participation in Benefit Plans. Employee shall also be entitled
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to participate, on a comparable basis with other senior executives of CTFS, in
all employee benefit plans or programs of CTFS in effect from time to time
including, but not limited to, medical, dental, life and disability insurance
programs. Employee's participation in any such plan or program shall be subject
to all provisions, rules and regulations applicable thereto. Notwithstanding
anything in this Section 4.04 to the contrary, Employee's participation in
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bonus or incentive compensation programs and stock option programs shall be
governed by the specific provisions of Section 4.02 hereof and not by this
Section 4.04.
4.05 Expenses. In accordance with CTFS' policies established from
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time to time, CTFS shall pay or reimburse Employee for all reasonable and
necessary out-of-pocket expenses incurred by him in the performance of his
duties under this Agreement, subject to the presentment of appropriate vouchers
and receipts.
5. Confidentiality.
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5.01 General. In Employee's position as an employee of CTFS, Employee
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has had and will have access to confidential information, trade secrets and
other proprietary information of vital importance to CTFS, to Community Trust
Bank, CTFS' wholly-owned subsidiary (the Bank) and to subsidiaries and
affiliates of CTFS and the Bank, and Employee has and will also develop
relationships with customers, employees and others who deal with CTFS and the
Bank (and their subsidiaries and affiliates) which are of value to CTFS and the
Bank. CTFS requires as a condition to Employee's employment with CTFS that
Employee agree to certain restrictions on Employee's use of the proprietary
information and valuable relationships developed during Employee's employment
with CTFS. In consideration of the terms and conditions contained herein, the
parties hereby agree as follows:
5.02 Fiduciary Responsibility. CTFS and Employee mutually agree and
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acknowledge that CTFS and the Bank (and their subsidiaries and affiliates) may
entrust Employee with highly sensitive confidential, restricted and proprietary
information concerning various "Business Opportunities" (hereinafter defined),
customer lists, and personnel matters. Employee acknowledges that, as an
essential incident of Employee's employment with CTFS, Employee shall bear a
fiduciary responsibility to CTFS to protect such information from use or
disclosure that is not necessary for the performance of Employee's duties
hereunder.
5.03 Definitions. For the purposes of this Agreement, the following
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definitions shall apply:
(a) "Trade Secret" means information, without regard to form, including,
but not limited to, technical or non-technical data, formulas, patterns,
compilations, programs, devices, methods, techniques, drawings, processes,
financial data, financial plans, product plans, or lists of actual or potential
customers or suppliers, which (i) are not commonly known by or available to the
public, (ii) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use and (iii)
is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy. Trade Secret also shall include any other information
defined as a "trade secret" under the Georgia Trade Secrets Act of 1990,
O.C.G.A. 10-1-760 through 10-1-767.
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(b) "Confidential Information" shall mean any data or information, other
than Trade Secrets, which is material to CTFS or to the Bank or to Community
Loan Company, an industrial loan company subsidiary of CTFS ("CLC"), and which
is not generally known by the public. Confidential Information shall include,
but not be limited to, data or information related to (i) the taking of
deposits, making loans and extensions of credit, cashing checks, and other
operations incident to the business of banking ("Business of Bank"), (ii) the
loaning of money in amounts of $3,000 or less pursuant to the Georgia Industrial
Loan Act (O.C.G.A. 7-3-1 et seq.) ("Business of CLC"), (iii) any information
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pertaining to the identity of the customers, depositors or borrowers served by,
or Business Opportunities (hereinafter defined) of, the Bank or CLC, (iv) the
details of this Agreement, CTFS', the Bank's and CLC's respective business,
marketing and acquisition plans and (v) financial statements and projections,
and the costs of the services the Bank or CLC may offer or provide to the
customers, depositors or borrowers they serve, to the extent such information is
material to CTFS, the Bank or CLC and not generally known by the public.
(c) "Business Opportunities" shall mean any specialized information or
plans of CTFS, the Bank or CLC concerning the business of CTFS, the Bank or CLC,
including, but not limited to, the financing of or investment in, by CTFS, the
Bank or CLC, any target person, business or project, together with all related
information concerning the specifics of any contemplated financing, investment,
acquisition or purchase (including pricing, terms, and the identity of such
person, business or project) regardless of whether CTFS, the Bank or CLC has
entered any agreement, made any commitment, or issued any bid or offer to such
person, business or project.
(d) 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 (other than as
a result of a breach of this Agreement by Employee);
(ii) that 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 the respective Boards of Directors of CTFS, the Bank or CLC
approve for unrestricted release by express written
authorization.
5.04 Trade Secrets. Employee shall not, without the prior written
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consent of the Board of Directors of CTFS, during his employment with CTFS 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 CTFS, the Bank or CLC to use, disclose, or gain access to, any Trade Secrets
of CTFS or the Bank or CLC, or of any of their subsidiaries
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or affiliates, or of any other person or entity making Trade Secrets available
for CTFS' or the Bank's or CLC's (or any of their subsidiaries' or affiliates')
use.
5.05 Confidential Information. Employee shall not, without the prior
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written consent of the Board of Directors of CTFS , during his employment with
CTFS and for a period of two (2) years after termination of his employment for
any reason, as long as the information or data remain competitively sensitive,
use or disclose, or negligently permit any unauthorized person who is not
employed by CTFS, the Bank or CLC to use, disclose, or gain access to, any
Confidential Information to which the employee obtained access by virtue of his
employment with CTFS.
5.06 Observance of Security Measures. During Employee's employment
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with CTFS, Employee is required to observe all security measures adopted to
protect Trade Secrets, Confidential Information and Business Opportunities of
CTFS or the Bank or CLC.
6. Solicitation of Customers, Borrowers or Depositors
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6.01 After Termination of Employment. Upon termination of this
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Agreement for any reason, Employee shall not, directly or indirectly, as
principal, agent, trustee or consultant or through the agency of any
corporation, partnership, association, trust or other entity or person, on
Employee's own behalf or for others, within two (2) years after such termination
actively solicit, divert, or take away, or attempt to actively solicit, divert,
or take away any customers, depositors or borrowers of CTFS, the Bank or CLC
whom Employee had served during his term of employment for the purpose of
providing services which constitute the Business of Bank or Business of CLC (in
each case as defined above).
6.02 During Employment. During Employee's employment with CTFS,
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Employee shall not, except on behalf of CTFS, the Bank or CLC, solicit, divert,
take away or accept the business of, or attempt to solicit, divert or take away
the business of, any of the customers, depositors or borrowers of CTFS, the Bank
or CLC for the purpose of performing the Business of Bank or Business of CLC for
such customers, depositors or borrowers.
7. Non-Interference with Personnel Relations.
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Employee shall not, during his employment with CTFS and for a period of two
(2) years after the termination of his employment with CTFS for any reason,
knowingly solicit, entice or persuade any other employees or agents of CTFS, the
Bank or CLC (or of any of their subsidiaries or affiliates) to leave the
services of CTFS, the Bank or CLC (or such subsidiary or affiliate).
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8. Notification of Subsequent Employment.
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During a period of two (2) years after the termination of Employee's
employment with CTFS, Employee shall notify CTFS in writing, within thirty (30)
days after accepting employment with any other corporation, partnership,
association, person, organization or other entity, of the name and address of
Employee's new employer and Employee's functions with his new employer.
9. Covenant Not to Compete.
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9.01 General. For purposes of this Section 9, CTFS, the Bank, CLC and
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Employee conduct the following business in the following territories:
(a) CTFS is engaged in the business of transacting business as a holding
company with (i) the Bank as its subsidiary bank which accepts deposits, makes
loans, cashes checks and otherwise engages in the business of banking and (ii)
CLC as its subsidiary industrial loan company which loans money in amounts of
$3,000 or less pursuant to the Georgia Industrial Loan Act (O.C.G.A. 7-3-1- et
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seq. (collectively, the "Business of CTFS").
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(b) CTFS (through the Bank and CLC) actively conducts the Business of CTFS
in the geographic areas of Georgia at the business locations of the Bank's and
CLC's offices set forth on Exhibit "A" to this Agreement, which Exhibit "A" is
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incorporated herein by this reference.
(c) Employee has established business relationships and performs the
duties required of Employee under this Agreement in the geographic area covered
by a circle having a radius of twenty (20) miles from the main office location
of the Bank and a circle having a radius of fifteen (15) miles from the location
of each branch office of the Bank and each office of CLC, all as set forth on
Exhibit "A" to this Agreement, and will work exclusively in such areas while in
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the employ of CTFS.
9.02 Non-Competition. Employee covenants and agrees that for a period
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of one (1) year after the termination of his employment with CTFS for any
reason, Employee shall not directly or indirectly, as principal, agent, trustee,
consultant or through the agency of any corporation, partnership, association,
trust or other entity or person, on Employee's own behalf or for others, provide
services that are the same as or similar to the services provided by Employee
under this Agreement to or for the benefit of any entity or person conducting
the Business of CTFS or the Business of Bank or the Business of CLC within the
geographic area covered by a circle having a radius of twenty (20) miles from
the location of the main office of the Bank and a circle having a radius of
fifteen (15) miles from the location of each branch office of the Bank and each
office of CLC, all as set forth on Exhibit "A" to this Agreement.
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9.03 Amendment of Exhibit "A". Employee and CTFS shall periodically
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amend this Agreement by updating and initialing Exhibit "A" attached hereto so
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that it at all
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times lists the then current location of (i) the Bank's main office, (ii) each
branch office of the Bank and (iii) each office of CLC.
10. Termination.
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10.01 Grounds for Termination. This Agreement shall terminate prior
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to the expiration of the initial Term set forth in Section 2 or any extension
thereof in the event that at any time during such initial Term or any extension
thereof:
(a) CTFS shall give notice to Employee that CTFS is terminating
this Agreement without cause, which notice shall specify the effective date of
Employee's termination;
(b) Employee shall die or the Board of Directors of CTFS shall
determine that Employee has become disabled (as defined in Section 10.02); or
(c) The Board of Directors of CTFS shall determine that Cause
exists. "Cause" means (i) having been convicted under the laws of any
governmental jurisdiction of (A) a felony or (B) a criminal offense which is not
a felony but which has a material adverse effect on CTFS (or any of its
subsidiaries or affiliates) or on the ability of Employee to carry out his
duties hereunder (provided, however, that in no event shall minor traffic
violations constitute "Cause"), (ii) having committed any action constituting
theft or fraud against CTFS (or any of its subsidiaries or affiliates), (iii)
the breach of any of the Employee's covenants or obligations hereunder, (iv) the
knowing failure of the Employee to follow specific directives of the Board of
Directors of CTFS consistent with Employee's duties or (v) the termination by
Employee of his employment hereunder prior to the expiration of the term of this
Agreement, unless such termination is pursuant to Section 10.01(d) or 10.01(e)
hereof.
(d) Employee shall determine that CTFS has breached this Agreement
in any material respect (including, but not limited to, CTFS' failure to make
any payment required under this Agreement), which breach is not cured by CTFS
within thirty (30) days after written notice of such breach is delivered to CTFS
by the Employee.
(e) Employee, within thirty (30) days following the occurrence of a
"Change in Control" (as defined in Section 10.03), notifies CTFS, in writing,
that he is electing to terminate this Agreement pursuant to this Section
10.01(e).
Notwithstanding any termination of this Agreement, in consideration of his
employment hereunder to the date of such termination, to the extent specifically
provided for herein, the Employee shall remain bound by the provisions of this
Agreement which specifically relate to periods subsequent to the termination of
Employee's employment hereunder.
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10.02 "Disability" Defined. The Board of Directors of CTFS may, in
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its discretion reasonably exercised, determine that Employee has become
disabled, for the purpose of Section 10.01(b) of this Agreement, in the event
that Employee shall fail, in one or more material respects, because of illness
or other physical or mental incapacity, to render services of the character
contemplated by this Agreement for an aggregate of more than ninety (90)
calendar days during any period of twelve (12) consecutive months.
10.03 "Change in Control" Defined. For purposes of this Agreement, a
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"Change in Control" shall be deemed to have occurred if more than fifty percent
(50%) of CTFS' outstanding common stock or equivalent in voting power of any
class or classes of outstanding securities of CTFS entitled to vote in elections
of its Directors, shall be acquired by any person or group of persons acting in
concert. Additionally, a Change in Control shall be deemed to have occurred if
(i) more than fifty percent (50%) of the Bank's outstanding common stock or
equivalent in voting power of any class or classes of outstanding securities of
the Bank entitled to vote in elections of its Directors, shall be acquired by
any person or group of persons acting in concert or (ii) substantially all of
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the assets of the Bank shall be sold to another person and (iii) at the time of
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the occurrence of (i) or (ii), Employee is serving as Chief Executive Officer of
the Bank.
10.04 Surrender of Records and Property. Upon the request of CTFS
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and, in any event, upon termination of his employment with CTFS , Employee shall
deliver promptly to CTFS all records, manuals, books, blank forms, documents,
letters, memoranda, notes, notebooks, reports, data, tables, calculations or
copies thereof, which are the property of CTFS, the Bank or CLC (or any of their
subsidiaries of affiliates) and which relate in any way to the business,
products, practices or techniques of CTFS, the Bank or CLC (or any of their
subsidiaries or affiliates), and all other property, Trade Secrets and
Confidential Information of CTFS, the Bank or CLC (or any of their subsidiaries
or affiliates), including, but not limited to, all documents which in whole or
in part contain any Trade Secrets or Confidential Information of CTFS, the Bank
or CLC (or any of their subsidiaries or affiliates), which in any of these cases
are in his possession or under his control.
11. Compensation Upon Termination.
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(a) In the event this Agreement is terminated pursuant to Section
10.01(a), 10.01(d) or 10.01(e) hereof, Employee will receive a lump sum payment
equal to the "Severance Amount" (hereinafter defined), in addition to (i)
payment to Employee of semi-monthly installments of his then current Base Salary
through the effective date of termination and (ii) reimbursement of expenses
incurred by Employee in accordance with Section 4.05 hereof. Additionally, in
the event this Agreement is terminated pursuant to Section 10.01(d) or 10.01(e)
hereof, Employee shall be entitled to receive any bonus, or pro rata portion
thereof, to which Employee may be entitled pursuant to Section 4.02 hereof,
provided that any such bonus shall be paid in accordance with Section 4.02, and
not upon Employee's termination, and provided, further, that Employee
acknowledges and agrees that Employee is not entitled
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to any such bonus, or pro rata portion thereof, for the fiscal year in which
this Agreement is terminated if this Agreement is terminated pursuant to Section
10.01(a). For purposes of this Section 11(a) "Severance Amount" shall mean an
amount equal to the annual Base Salary in effect on the date of termination.
(b) In the event this Agreement is terminated pursuant to any provision
hereof other than Sections 10.01(a), 10.01(d) or 10.01(e), Employee shall not be
entitled to any compensation other than (i) semi-monthly installments of his
then current Base Salary accrued through the effective date of termination and
(ii) reimbursement of expenses incurred by Employee in accordance with Section
4.05 hereof, and all rights of Employee to further compensation shall thereupon
cease and be terminated.
12. Assignment and Inurement. This Agreement shall enure to the benefit
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of and be binding upon the parties hereto and their respective heirs,
successors, administrators, and permitted assigns. This is a personal service
contract and, except to the extent specifically contemplated hereby, may not be
assigned by Employee without the prior written consent of CTFS.
13. Injunctive Relief. Employee agrees that it would be difficult to
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compensate CTFS fully for damages for any violation of the provisions of this
Agreement, including without limitation the provisions of Sections 5, 6, 7, 8, 9
and 10.04. Accordingly, Employee specifically agrees that CTFS shall be entitled
to temporary and permanent injunctive relief to enforce the provisions of this
Agreement. This provision with respect to injunctive relief shall not, however,
diminish the right of CTFS to claim and recover damages in addition to
injunctive relief.
Notwithstanding anything in Section 15 hereof to the contrary, any party to
this Agreement may petition the Superior Court of Paulding County, Georgia for
temporary injunctive relief. All disputes, controversies or claims arising out
of or related to this Agreement, other than a request for temporary injunctive
relief, shall be resolved in accordance with the provisions of Section 15
hereof. The parties hereby agree that jurisdiction and venue for any action
seeking temporary injunctive relief pursuant to this Section 13 shall lie in the
Superior Court of Paulding County, Georgia. The parties hereby agree, further,
that any temporary restraining order entered pursuant to this Section 13 shall
remain in effect until the dispute giving rise thereto is resolved pursuant to
the provisions of Section 15 and the parties agree to enter into any and all
consent orders required to maintain such temporary restraining order in effect
until such time.
14. Miscellaneous.
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14.01 Governing Law. This Agreement is made under and shall be
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governed by and construed in accordance with the laws of Georgia.
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14.02 Prior Agreements. This Agreement contains the entire agreement
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of the parties relating to the subject matter hereof and supersedes all prior
agreements and understandings with respect to such subject matter, and the
parties hereto have made no agreements, representations or warranties relating
to the subject matter of this Agreement which are not set forth herein.
"Notwithstanding the foregoing, the parties expressly agree that they are
parties to an Executive Supplemental Retirement Plan Executive Agreement dated
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the 1st day of January, 2000 and a Life Insurance Endorsement Split Dollar Plan
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Agreement dated the 1st day of January, 2000. To the extent that any provisions
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of this Employment Agreement shall conflict with the provisions of the
aforestated agreements, the provision of the aforestated agreements shall
supercede and replace the provisions of the Employment Agreement.
14.03 Withholding Taxes. CTFS may withhold from any benefits payable
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under this Agreement all federal, state, city and other taxes as shall be
required pursuant to any law or governmental regulation or ruling.
14.04 Amendments. No amendment, modification or waiver of this
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Agreement or any provision hereof shall be deemed effective unless made in
writing signed by the party against whom enforcement of the amendment,
modification or waiver is sought. Any written waiver shall not be deemed a
continuing waiver unless specifically stated and shall operate only as to the
specific term or condition waived.
14.05 Notices. Any notice, request, demand or other document to be
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given hereunder shall be in writing, and shall be delivered personally or sent
by registered, certified or express mail or facsimile followed by mail as
follows:
If to CTFS:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chairman
If to Employee:
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
or to such other address as either party hereto may hereafter duly give to the
other.
14.06 Severability. To the extent any provision of this Agreement
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shall be invalid or unenforceable, it shall be considered deleted herefrom and
the remainder of such provision and of this Agreement shall be unaffected and
shall continue in full force and effect.
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In furtherance and not in limitation of the foregoing, should the duration or
geographical extent of, or business activities covered by any provision of this
Agreement be in excess of that which is valid or enforceable under applicable
law, then such provision shall be construed to cover only that duration, extent
or activities which may validly and enforceably be covered. Employee
acknowledges the uncertainty of the law in this respect and expressly stipulates
that this Agreement be given the construction which renders its provisions valid
and enforceable to the maximum extent (not exceeding its express terms) possible
under applicable law.
15. Arbitration. Any and all disputes, controversies or claims arising out
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of or related to this Agreement (other than a request for a temporary order
pursuant to Section 13 hereof), shall be resolved by binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association ("AAA"). Judgement upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof. In the event of any
inconsistency between the provisions of this Section 15 and AAA's Commercial
Arbitration Rules, the provisions of this Section 15 shall govern. Any party may
initiate arbitration by serving written notice of its intention to arbitrate on
the other parties. The venue of any such arbitration shall be Atlanta, Georgia.
The arbitration panel shall consist of three arbitrators selected as follows.
Within thirty (30) days following the date on which the arbitration provision of
this Section 15 is invoked by a party, Employee, on the one hand, and CTFS, on
the other, shall each select an arbitrator from a list of arbitrators provided
by AAA. The lists from which Employee and CTFS select their respective
arbitrators shall be identical. If either Employee or CTFS fails to select its
arbitrator within the time required, the other shall be entitled to select its
arbitrator for it. Within fifteen (15) days following the selection of the last
to be selected of the two (2) arbitrators, the two (2) arbitrators so selected
shall select a third arbitrator. A preliminary arbitration hearing shall be held
within thirty (30) days following the selection of the third arbitrator for the
purpose of scheduling discovery and the evidentiary hearing(s). The first
evidentiary hearing shall be held within thirty (30) days following the
preliminary hearing. The arbitration panel shall deliver its award in writing,
including findings of facts, to the parties within thirty (30) days following
the final arbitration hearing. Evidence and testimony shall be admitted in
accordance with the Federal Rules of Evidence. The arbitration panel shall have
authority to grant temporary or permanent injunctive relief or other equitable
remedies. Each party shall bear its own costs and expenses of the arbitration
proceeding.
/s/ WAF /s/ RA
---------- -------------
CTFS Employee
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first set forth above.
▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
-12-
COMMUNITY TRUST FINANCIAL
SERVICES CORPORATION
By /s/ W.A. ▇▇▇▇▇▇ III
-----------------------------------
Title: Chairman
-13-
EXHIBIT "A"
Main Office Location of Bank
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Location of Bank Branch Offices
Dallas ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Kroger ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Crossing
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Battle Ridge
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Location of CLC Offices
Rockmart ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Rossville Office
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Dahlonega ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Cartersville ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-14-
Cartersville Office
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Rome ▇▇▇▇▇▇
▇ ▇▇▇▇ ▇/▇▇/ ▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Dalton ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gainesville ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Oakwood ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Woodstock ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-15-