EMPLOYMENT AGREEMENT BY AND BETWEEN ProBank AND Bronson Bryan Robinson, Jr.
BY
AND BETWEEN
ProBank
AND
▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Jr.
THIS
EMPLOYMENT AGREEMENT (“Agreement”)
is entered into this 1st day of May, 200, by ProBank (“Employer” or “Bank”) and
▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Jr.
(“Employee”). Employer and Employee are collectively referred to herein as the
“Parties”.
RECITALS
WHEREAS,
Employer
wishes to retain Employee as ’s President and Chief Executive Officer to perform
the duties and responsibilities as are described in this Agreement and as
Employer’s Board of Directors (“Board”) may assign to Employee from time to
time; and
WHEREAS,
Employee
desires to continue to be employed by the Employer as the Employer’s President
and Chief Executive Officer in accordance with the terms and provisions of
this
Agreement.
NOW,
THEREFORE, in
consideration of the mutual agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto represent, warrant, undertake, covenant and
agree as follows:
OPERATIVE
TERMS
1. Employment
and Term.
Employer
shall employ Employee pursuant to the terms of this Agreement to perform the
services specified in Section 2 herein. The initial term of employment shall
be
for a period of one (1) year, commencing on ____________, 2007 (“Effective
Date”). This Agreement shall be renewed automatically on an annual basis
thereafter for one additional year, unless either party provides notice at
least
ninety (90) days prior to the automatic renewal that the Agreement will not
be
renewed. The Board’s decision shall be included in its meeting
minutes.
2. Position,
Responsibilities and Duties.
During
the term of this Agreement, Employee shall serve as the Bank=s
President and Chief Executive Officer, through election by the Board. In such
capacity, Employee shall have the same powers, duties and responsibilities
of
supervision and management of the Bank usually accorded to the President and
Chief Executive Officer of similar financial institutions. Employee shall devote
his full business time and attention and use his best efforts to accomplish
and
fulfill his duties and responsibilities as President and Chief Executive Officer
including duties assigned to Employee from time to time by the Board. The duties
which the Board has assigned to Employee at this time are set forth in the
Employment Description Schedule attached hereto. This schedule may be modified
by the Board or President from time to time provided the duties as modified
are
consistent with duties performed by the President and Chief Executive Officer
of
a similar financial institution. Employee shall, at all times, conduct himself
in a manner that will reflect positively upon the Employer. Employee shall
obtain and maintain such licenses, certificates, accreditations and professional
memberships and designations as the Employer may reasonably require. Employee
shall notify Employer prior to any significant participation by him in any
trade
association or similar organization.
3. Compensation.
During
the term of this Agreement, Employee shall be compensated as described in the
Compensation Schedule attached hereto. The Compensation Schedule may be amended
by the parties as needed and such amended Compensation Schedule shall become
part of this Agreement, if dated and executed by the parties, without further
action by the parties.
4. Payment
of Business Expenses.
Employee
is authorized to incur reasonable expenses in performing his duties hereunder.
Employer will reimburse Employee for authorized
expenses,
according to the Employer’s established policies, promptly after Employee’s
presentation of an itemized account of such expenditures.
5. Termination.
a. Death.
This
Agreement shall immediately terminate upon Employee’s death, in which instance
Employer shall pay to Employee’s estate any compensation accrued, but not yet
paid.
b. Termination
for Cause.
The
Employer shall have the right, at any time, upon written notice of termination
satisfying the requirements of Section 7 herein, to terminate Employee’s
employment hereunder. A termination for Cause shall be effective immediately
upon effectiveness of a notice of termination. For the purpose of this
Agreement, termination for “Cause” shall mean termination for personal
dishonesty, incompetence, insubordination, misconduct or conduct which may
negatively reflect upon the Employer, drug or excessive alcohol use on the
job,
breach of fiduciary duty, failure to perform the duties stated in this
Agreement, violation of any law, rule or regulation (other than minor traffic
violations or similar offenses), violation of a final cease-and-desist order,
illness or incapacity for a period of longer than three months, or personal
default on indebtedness which is not corrected within 30 days from the date
of
default. In the event Employee is terminated for Cause, Employee shall have
no
right to compensation or other benefits for any period after such date of
termination, other than compensation which was accrued, but not yet paid.
c. Other
Termination by Employer.
If
Employee is terminated by Employer other than for Cause, Employee’s right to
severance under this Agreement shall be as set forth in Section
5(g).
d. Change-in-Control.
A
“Change-in-Control”
of the Employer shall mean the first to occur of any one or more of the
following:
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(1)
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any
transaction, whether by merger, consolidation, asset sale,
recapitalization, reorganization, combination, stock purchase, tender
offer, reverse stock split, or otherwise, which results in the acquisition
of, or beneficial ownership (as such term is defined under rules
and
regulations promulgated under the Securities Exchange Act of 1934,
as
amended) by any person or entity or any group of persons or entities
acting in concert, of 50% or more of the outstanding shares of common
stock of the Employer, or its parent company, Pro Financial Group,
Inc.,
or
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(2)
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the
sale of all or substantially all of the assets of the Employer,
or
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(3)
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the
liquidation of the Employer or a material amount of Employer’s assets,
or
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(4)
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the
takeover or control of all or substantially all of the operations
of
Employer, through any of the means specified
above.
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If
Employee has actual knowledge of an anticipated “Change-in-Control” at least
ninety (90) days prior to the event which causes a Change-in-Control, Employee
shall be entitled at any time up to thirty (30) days prior to the event which
will effect such Change-in-Control (the “Change-in-Control Date”), to give a
notice of termination (as defined in Section 8) and terminate his employment
as
of the Change-in-Control Date, and Employee shall be paid, in addition to all
accrued but unpaid compensation, a lump sum cash payment (the “Change-in-Control
Payment”). The Change-in-Control Payment shall be equal to two and one-half
(2.5) times the Employee’s Average Base Salary and Performance Bonus (as defined
in Compensation Schedule) for the last three years preceding the
Change-in-Control. The Change-in-Control Payment shall be paid without setoff
of
any kind and in cash, not later than ten days after the Change-in-Control date.
Additionally, prior to the Change-in-Control Date, Employer shall notify
representatives of the acquiring or successor entity, as the case may be, of
Employee’s rights and Employer’s obligations under this Agreement, and without
affecting Employer’s obligations to pay Employee hereunder, any such acquiring
or successor entity shall become obligated to forthwith pay to Employee for
such
part of the Change-in-Control Payment as has not been paid by the Employer
as of
the Change-in-Control Date.
In
the
event a Change-in-Control occurs without Employee having the actual prior
knowledge described above, Employee shall have the right to give a notice of
termination (as defined in Section 7) to Employer no later than ten (10) days
following a Change-in-Control during the term of this Agreement.
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If
the
Employee is not employed at the time of the Change-in-Control, but was
terminated by the Employer for reasons which do not constitute Cause under
Section 5b of this Agreement or by the Employee with Good Reason as defined
in
Section 5e of this Agreement within 1 year prior to the Change-in-Control,
the
Employee shall also be entitled to a Change-in-Control Payment. However, the
Change-in-Control Payments shall be reduced to the extent Employee has received
any severance payment.
Upon
receipt of Employee’s timely notice of termination under this Section 5 of this
Agreement, Employer or its successor in interest, may deliver notice to Employee
that it is requesting that Employee continue employment for a specified
transition period of up to six (6) months within thirty days of receipt of
the
Employee’s notice of termination. During such post-change in control employment,
Employee shall receive the base compensation and benefits he was receiving
under
this Agreement immediately prior to the change in control, but shall be an
employee for the period specified in the notice, shall perform some or all
the
duties specified in paragraph 2 of this Agreement and shall otherwise perform
reasonable executive, management, or professional duties as the new employer
may
request, and shall perform his post-termination obligations under paragraph
8 of
this Agreement. No other provision of this Agreement shall apply to such
post-change in control employment.
e.
Termination
by Employee for Good Reason.
Employee
may terminate his employment hereunder for Good Reason by delivering a notice
of
termination (as defined in Section 7). For purposes of this Agreement, “Good
Reason” shall mean a failure by ProBank to comply with any material provision of
this Agreement, which failure has not been cured within fifteen (15) business
days after a notice of such noncompliance has been given by the Employee to
ProBank. If Employee terminates his employment for Good Reason, Employee’s right
to severance under this Agreement shall be as set forth in Section
5(g).
f.
Termination
by Employee Without Good Reason. Employee
may terminate his employment hereunder and this Agreement for any reason other
than Good Reason, by providing a notice of termination (as defined in Section
7). In the event that Employee terminates his employment without Good Reason,
Employee shall have no right to severance, compensation or other benefits after
the date of termination, except for accrued but unpaid
compensation.
▇. ▇▇▇▇▇▇▇▇▇
Payment. If
Employee is entitled to severance under Sections 5(c) or (e), Employee shall
be
paid, as severance, the total Base Salary (as defined in Compensation Schedule)
due for a period of one year. Any such payment shall be made in substantially
equal semi-monthly installments on the 15th and last days of each month until
paid in full and shall only be paid subject to Employee’s execution of a full
release in favor of the Employer for any potential claims related to this
Agreement or to Employee’s employment with the Employer.
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6. Regulatory
Provisions.
Employer
and Employee acknowledge that the laws and regulations governing the Parties
require that the employment of Employee be governed by certain standards
contained in those laws and regulations. To that end, the Parties agree to
be
bound by the following provisions:
a. Suspension/Temporary
Prohibition. If
the
Employee is suspended and/or temporarily prohibited from participating in the
conduct and affairs ProBank by a notice served under Sections 8(e) or (g)(1)
of
the Federal Deposit Insurance Act (12 U.S.C. §1818[e][3] and [g][1]) ProBank’s
obligations under this Agreement shall be suspended as of the date of such
service unless stayed by appropriate proceedings. If the charges and the notice
are dismissed, ProBank may in its discretion:
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(1)
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pay
the Employee all or part of his compensation withheld while the
obligations under this Agreement are suspended;
and
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(2)
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reinstate
(in whole or part) any of ProBank’s obligations which were
suspended.
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b. Permanent
Prohibition. If
the
Employee is removed and/or permanently prohibited from participating in the
conduct and affairs of ProBank by an order issued under Sections 8(e)(4) or
(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. §1818[e][4] or [g][1]),
all of Employer=s
obligations under this Agreement shall terminate as of the effective date of
the
order, but the Employee’s vested rights, if any shall not be
affected.
c. Default
Under FDIA. If
ProBank is in default (as defined in Section 3[x][1] of the Federal Deposit
Insurance Act), all obligations under this Agreement shall terminate as of
the
date of default, but this subsection of this Agreement shall not affect the
Employee’s vested rights if any.
7. Notice
of Termination.
a. Specificity.
Any
termination of Employee’s
employment by Employer or by Employee shall be communicated by written notice
of
termination to the other Party. For purposes of this Agreement, a “notice of
termination” shall mean a dated notice which shall: (i) indicate the specific
relevant termination provision in the Agreement; (ii) set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of
Employee’s employment under the provision; and (iii) set forth the date of
termination, which shall be not less than 30 days nor more than 45 days after
such notice of termination is given, unless another Section of the Agreement
requires or permits a different effective date.
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b. Delivery
of Notices. All
notices or resignations given or required to be given herein shall be in
writing, sent by United States first-class certified or registered mail, postage
prepaid, by way of overnight carrier, or by hand delivery. If to Employee (or
to
the Employee’s spouse or estate upon the Employee’s death) notice shall be sent
to Employee’s last-known address, and if to Employer, notice shall be sent to
the Employer’s corporate headquarters. All such notices shall be effective five
days after having been deposited in the mail if sent via first-class certified
or registered mail, or upon delivery if by hand delivery or if sent via
overnight carrier. Either Party, by notice in writing, may change or designate
the place for receipt of all such notices.
8. Post-Termination
Obligations.
Employer
shall pay to Employee such severance payments as are required pursuant to this
Agreement; provided, however, any such severance payments shall be subject
to
Employee’s post-termination cooperation. Such cooperation shall include the
following:
a. Employee
shall furnish such information and assistance as may be reasonably required
by
Employer in connection with any litigation or settlement of any dispute between
Employer and a customer or other third parties (including without limitation
serving as a witness in court or other proceedings);
b. Employee
shall provide such information or assistance to Employer in connection with
any
regulatory examination by any state or federal regulatory agency;
c. Employee
shall keep the Employer’s trade secrets and other proprietary or confidential
information secret to the fullest extent practicable, subject to compliance
with
all applicable laws;
d. Employee
shall return all Employer’s property, including, but not limited to, keys,
credit cards, manuals and other written materials;
e. Employee
shall comply with restrictive covenants;
f. Employee
shall comply with any other reasonable request of Employer.
Upon
submission of pre-approved receipts, Employer shall promptly reimburse Employee
for any reasonable expenses incurred by Employee in complying with the
provisions of this Section.
9. Indebtedness.
If
during
the term of this Agreement, Employee becomes indebted to Employer for any
reason, Employer may, at its election, set off and collect any sums due Employee
out of any amounts which Employer may owe Employee pursuant to the terms of
this
Agreement. Furthermore, upon the termination of this Agreement, all sums owed
to
Employer by Employee shall become immediately due and payable. The prevailing
party shall be entitled to judgment for all expenses and Attorneys’ Fees
actually or necessarily incurred in connection with any collection proceeding
for Employee’s indebtedness. Notwithstanding any of the foregoing, any
indebtedness to Employer secured by a mortgage on Employee’s residence shall not
be subject to the foregoing provisions, but shall be governed by the loan
documents evidencing such indebtedness.
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10. Confidentiality.
Executive
shall not at any time or in any manner, during or after the term of employment,
either directly or indirectly, use, divulge, disclose or communicate to any
person, firm or corporation in any manner whatsoever any information concerning
any matters affecting the business of Bank, including without limiting the
generality of the foregoing, the identity of its customers, its manner of
operation, its plans, processes, or other data without regard to whether all
of
the foregoing matters will be deemed confidential, material, or important,
the
parties hereto stipulating that as between them, the same are important,
material, and confidential and gravely affect the effective and successful
conduct of the business of Bank, and Bank’s good will, and that any breach of
the terms of this paragraph shall be a material breach of this
Agreement.
All
records, files, manuals, lists of customers, blanks, forms, materials, supplies,
computer programs, and other materials furnished to the Employee by Bank, used
by the Employee on its behalf, or generated or obtained by Employee during
the
course of Employee’s employment, shall be and remain the property of Bank.
Employee shall be deemed the bailee thereof for the use and benefit of Bank
and
shall safely keep and preserve such property, except as consumed in the normal
business operations of Bank. Employee acknowledges that this property is
confidential and is not readily accessible to Bank’s competitors. Upon
termination of the employment relationship, the Employee shall immediately
deliver to Bank or its authorized representative all such property, including
all copies, remaining in Employee’s possession and control.
11.
Restrictive
Covenants.
a. Legitimate
Business Interests. Bank
is
entitled to protection of its legitimate business interests, and the parties
agree that these interests include without limitation: Bank’s confidential
business and professional information; and Bank’s substantial relationships with
existing or specific prospective customers and referral sources. The parties
further agree that Bank has a legitimate business interest in customer referral
goodwill associated with its trade name and its marketing area with a fifty
(50)
mile radius of its offices and branches.
b. Necessity.
The
parties agree that a restrictive covenant is reasonably necessary to protect
these legitimate business interests.
c. Nonsolicitation/Nonacceptance.
During
the term of this Agreement and for a period of two (2) years from Employee’s
termination pursuant to Paragraph 5, Employee agrees to refrain from and not
to,
directly or indirectly, as independent contractor, employee, consultant, agent,
partner, joint venture, or otherwise
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(1)
solicit
or counsel any third person, partnership, joint venture, company, corporation,
association or other organization that knows or reasonably should know is a
customer or was a customer of Bank within the preceding twenty-four (24) month
period, regardless of such person’s or entity’s location, to terminate any
business relationship with Bank and/or commence a similar business relationship
with any other individual or business entity,
(2)
accept,
with or without solicitation, any business from any third person, partnership,
joint venture, company, corporation, association or other organization that
Employee knows or reasonably should know is a customer or was a customer of
Bank
within the preceding twenty-four (24) month period, regardless of such person’s
or entity’s location, provided, however, that it shall not be a violation of
this subsection if any such person or entity elects, of their own volition,
to
do business with the same institution at which Employee is employed and Employee
is not such person’s or entity’s primary contact person at such institution; or
(3)
solicit
any of the employees, affiliates, or agents of Bank regardless of such person’s
or entity’s location, to terminate any business relationship with
Bank.
For
purposes of this Agreement, Employee acknowledges that informing existing
customers or prospects that Employee is or may be leaving the Bank prior to
leaving the employment of the Bank shall be deemed to constitute prohibited
solicitation under this Agreement.
d. Organizing
Competitive Business, Soliciting Bank’s Employees. Employee
agrees that so long as he is working for Bank, Employee will not undertake
the
planning or organizing of any business activity competitive with the work
Employee performs. Employee agrees that he will not for a period of one (1)
year
following termination of employment relationship with the Bank, directly or
indirectly solicit any of the Bank’s employees to work for Employee or any other
competitive business. Employee acknowledges and agrees that all activities
under
this paragraph shall be presumed to be in aid of prohibited solicitation under
the terms of this Agreement.
e. Non-Competition.
Employee
agrees that during the term of the Employee’s employment with Bank and for a
period of one year immediately following termination of employment, Employee
will not directly or indirectly own, manage, operate, control, be employed
by,
act as an agent for, participate in or be connected in any manner with the
ownership, management, operation or control of any business which is engaged
in
businesses which are or may be competitive to the business of Bank within fifty
(50) miles of any office or branch of the Bank or with any Person whose intent
it is to organize another such company or entity to be operated in such
geographic area.
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f.
Construction.
These
Restrictive Covenants shall be construed in favor of providing reasonable
protection to Bank’s legitimate business interests. Furthermore, Employee agrees
that if any portion of the covenants set forth herein are held to be
unreasonable, arbitrary or against public policy, then such portion of the
covenants shall be considered divisible as to time, geographic area or
condition. If any court of competent jurisdiction determines the specified
time
period or the specified geographic area to be unreasonable, arbitrary or against
public policy, then a lesser time period or geographical area, which is
determined to be reasonable, not arbitrary and not against public policy, may
be
enforced against Employee. Employee agrees that the foregoing covenants are
appropriate and reasonable when considered in light of the nature and extent
of
the business of Bank and Employee’s employment. The waiver by Bank of Employee’s
breach of any provision of the foregoing covenants shall not be construed as
a
waiver of any other provisions hereof or of any subsequent breach by Employee.
g.
Notice
to Subsequent Employer. Employee
shall fully disclose the terms of the Restrictive Covenants contained in this
Agreement to any person, corporation or other entity with whom the Employee
is
employed or to which the Employee renders services after termination of the
relationship with Bank until such time as all of Employee’s obligations
hereunder have been fully performed. Employee further agrees to make such
disclosure prior to performing any services for such individuals or entities.
Employee further agrees that the Bank may provide within its sole discretion
copies of part or all of this Agreement to any future employer of or party
contracting with Employee or otherwise make provisions of this Agreement known
to such employer or contracting party
until such time as Employee has fully performed all obligations hereunder.
Employee waives any right to assert any claim for damages against Bank or any
officer,
Employee
hereby agrees that the duration of the restrictive covenants set forth herein
is
reasonable, and that its geographic scope is not unduly
restrictive.
12.
Remedies
for Breach.
a. Arbitration.
The
Parties agree that, except for the specific remedies for Injunctive Relief
as
contained in Section 12(b), herein, any controversy or claim arising out of
or
relating to this Agreement, or any breach thereof, including, without
limitation, any claim that this Agreement or any portion thereof is invalid,
illegal or otherwise voidable, shall be submitted to binding arbitration before
and in accordance with the Rules of the American Arbitration Association.
Judgment upon the determination and/or award of such arbitrator may be entered
in any court having jurisdiction thereof; provided, however, that this clause
shall not be construed to permit the award of punitive damages to either Party.
The prevailing party to said arbitration shall be entitled to an award of
reasonable Attorneys’ Fees. The venue for arbitration shall be in LeonCounty,
Florida.
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b. Injunctive
Relief.
The
Parties acknowledge and agree that the services to be performed by Employee
are
special and unique and that money damages cannot fully compensate Employer
in
the event of Employee’s violation of the provisions of Sections 10 and 11 of
this Agreement. Thus, in the event of a breach of any of the provisions of
such
Section, Employee agrees that Employer, upon application to a court of competent
jurisdiction, shall be entitled to an injunction restraining Employee from
any
further breach of the terms and provision of such Section. Employee’s sole
remedy, in the event of the wrongful entry of such injunction, shall be the
dissolution of such injunction and recovery of Attorneys’ Fees. Employee hereby
waives any and all claims for damages by reason of the wrongful issuance of
any
such injunction.
c. Cumulative
Remedies. Notwithstanding
any other provision of this Agreement, the injunctive relief described in
Section 12(b) herein and all other remedies provided for in this Agreement
which
are available to Employer as a result of Employee’s breach of this Agreement,
are in addition to and shall not limit any and all remedies existing at law
or
in equity which may also be available to Employer.
13. Assignment.
The
rights and obligations of the Bank under this Agreement, specifically inclusive
of the restrictive covenants, may be assigned by Bank and shall inure to the
benefit of and be enforceable by the successors and assigns of the Bank and
Employee expressly consents to any assignment of this Agreement. This Agreement,
including the restrictive covenants, shall not be binding upon Employee if
at
any time during Employee’s employment: (a) Employee’s salary or benefits are
reduced (but not including a reduction that applies to all employees of the
Bank); (b) Employee’s title is diminished; or (c) Employee’s office location is
moved outside ▇▇▇▇ County.
14. Attorneys’
Fees. In
the
event that any claim or controversy hereunder is the subject of any litigation
or arbitration between the Parties, the prevailing Party shall be entitled
to an
award of all reasonable costs, including Attorneys’ Fees.
15. Miscellaneous.
a. Amendment
of Agreement. Unless
as
otherwise provided herein, this Agreement may not be modified or amended except
in writing signed by the Parties.
b. Certain
Definitions.
For
purposes of this Agreement, the following terms whenever capitalized herein
shall have the following meanings:
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(1)
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“Person”
shall mean any natural person, corporation, partnership (general
or
limited), trust, association or any other business entity.
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(2)
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“Attorneys’
Fees” shall include the reasonable legal fees and disbursements charged
by
attorneys and their related travel and lodging expenses, court costs,
paralegal fees, etc. incurred in arbitration, mediation, settlement
negotiations, discovery, trial, appeal or bankruptcy
proceedings.
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c. Headings
for Reference Only. The
headings of the Sections and the Subsections herein are included solely for
convenient reference and shall not control the meaning of the interpretation
of
any of the provisions of this Agreement.
d. Governing
Law/Jurisdiction. This
Agreement shall be construed in accordance with and governed by the laws of
the
State of Florida. Any litigation involving the Parties and their rights and
obligations hereunder shall be brought in the appropriate court in ▇▇▇▇ County,
Florida.
e. Severability.
If
any of
the provisions of this Agreement shall be held invalid for any reason, the
remainder of this Agreement shall not be affected thereby and shall remain
in
full force and effect in accordance with the remainder of its terms.
f. Entire
Agreement. This
Agreement and all other documents incorporated or referred to herein, contain
the entire agreement of the Parties and there are no representations,
inducements or other provisions other than those expressed in writing herein.
No
modification, waiver or discharge of any provision or any breach of this
Agreement shall be effective unless it is in writing signed by both Parties.
A
Party’s waiver of the other Party=s
breach
of any provision of this Agreement, shall not operate, or be construed, as
a
waiver of any subsequent breach of that provision or of any other provision
of
this Agreement.
g. Waiver.
No
course
of conduct by Employer or Employee and no delay or omission of Employer or
Employee to exercise any right or power given under this Agreement shall: (i)
impair the subsequent exercise of any right or power, or (ii) be construed
to be
a waiver of any default or any acquiescence in, or consent to, the curing of
any
default while any other default shall continue to exist, or be construed to
be a
waiver of such continuing default or of any other right or power that shall
theretofore have arisen. Any power and/or remedy granted by law and by this
Agreement to any Party hereto may be exercised from time to time, and as often
as may be deemed expedient. All such rights and powers shall be cumulative
to
the fullest extent permitted by law.
h. Pronouns.
As
used
herein, words in the singular include the plural, and the masculine include
the
feminine and neuter gender, as appropriate.
i. Recitals.
The
Recitals set forth at the beginning of this Agreement shall be deemed to be
incorporated into this Agreement by this reference as if fully set forth herein,
and this Agreement shall be interpreted with reference to and in light of such
Recitals.
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j.
Amendment
and Restatement. This
Agreement amends and completely restates any other employment agreements by
and
between Employee and ProBank. By executing this Agreement, Employee and ProBank
release each other from any obligations under any such other
Agreements.
IN
WITNESS WHEREOF, the
Parties hereto have executed this Agreement as of the day and year first written
above.
| EMPLOYEE | PROBANK | |
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| By: | ||
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▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Jr. |
Chairman |
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COMPENSATION
SCHEDULE
1. Base
Salary:
Employee
shall receive an annual salary of 125,000.00 (the ABase
Salary@).
Employer
may adjust the Base Salary from time to time based upon the Board=s
evaluation of Employee=s
performance. In no event, however, will the Base Salary be reduced without
Employee=s
written
concurrence.
2. Performance
Bonuses:
Employee
may receive performance bonuses at the discretion of the Board (the “Performance
Bonus”).
3. Vacation:
Employee
is entitled to vacation time per year as may be permitted by the Employer’s
vacation policy applicable to executive employees of the Bank.
4. Medical
Benefits and Other Plans:
Employee
shall be permitted to participate in all medical and healthcare benefit plans
provided by ProBank to its executive officers. Employee shall also be permitted
to participate in all other benefit plans offered to Bank executive officers
which
shall include, at a minimum, full payment of premiums for health insurance
for
Employee and his family.
5. Continuing
Education:
Employer
will reimburse Employee for admission or attendance fees for pre-approved
educational meetings or seminars offered by such organizations as the Florida
Bankers Association.
6. Automobile
Reimbursement Allowance:
Employer
shall provide Employee with a leased vehicle with monthly lease payments of
approximately $500 or a bank owned vehicle of similar value, as approved by
the
Board. and reimburse Employee for his monthly car expenses. Employee shall
be
responsible for keeping appropriate records reflecting the allocation of his
usage of the automobile for federal income tax purposes
7. Country
Club Dues:
Employer
shall reimburse Employee for the monthly membership dues and costs of a country
club, membership at a Country Club approved by the board, the University Center
Club and the Premier Health and Fitness Club, as well as any additional
reasonable cost related to business development efforts for the
Bank.
8. Stock
Options:
Once the
Bank opens, and once the Company has adopted a Stock Option and Plan (the
“Plan”), the Company shall grant Employee an option to purchase 25,000 shares of
the Company’s common stock at $10.00 per share. The option will vest over a 5
year period, whereby one-fifth of the shares will vest on each anniversary
date
following the grant until fully vested. The option will be subject to the
approval of the Plan by the Company’s shareholders.
9.
Directors
Fees:
Unless
otherwise prohibited by law, Employee shall receive director pay equal
to the
amount the Bank pays its then current Directors, for attending monthly
Board
meetings.
13
EMPLOYMENT
DESCRIPTION SCHEDULE
SCHEDULE
A
Employee
shall serve as the Bank’s President and Chief Executive Officer, through
election by the Board. In such capacity, Employee shall have the same powers,
duties and responsibilities of supervision and management of the Bank usually
accorded to the President and Chief Executive Officer of similar Florida
financial institutions. In addition, Employee shall use his best efforts to
perform the duties and responsibilities enumerated in this Agreement and any
other duties assigned to Employee by the Board and to utilize and develop
contacts and customers to enhance the business of the Bank. Specifically,
Employee shall devote his full business time and attention and use his best
efforts to accomplish and fulfill the following duties and responsibilities,
as
well as other duties assigned to Employee from time to time by the
Board:
|
(i)
|
build
and maintain a high quality management
team;
|
|
(ii)
|
establish
job descriptions for the Bank’s management team and
employees;
|
|
(iii)
|
build
and oversee the management of the Bank’s future branch
network;
|
|
(iv)
|
manage
Bank personnel and ensure adequate management and employee training
is
provided;
|
|
(v)
|
establish
a management succession plan and provide leadership that will result
in
management and employee stability;
|
|
(vi)
|
serve
as a member of the Board of Directors, when elected to such a
position;
|
|
(vii)
|
serve
on such committees as appointed by the Board from time to
time;
|
|
(viii)
|
keep
the Board informed of important developments concerning the Bank,
industry
developments and regulatory initiatives affecting the
Bank;
|
|
(ix)
|
supervise
all lending and assist in proper underwriting, servicing and loan
resolution;
|
|
(x)
|
establish
and implement marketing efforts to increase the business of the
Bank;
|
|
(xi)
|
coordinate
with the Bank’s attorneys and accountants and other service providers to
the extent necessary to further the business of the Bank, keeping
in
compliance with government laws and regulations and otherwise keeping
the
Bank in as good a financial and legal posture as possible;
|
|
(xii)
|
maintain
adequate expense records of Employee’s activities on the Bank’s behalf;
and
|
|
(xiii)
|
conduct
and undertake all other activities, responsibilities, and duties
normally
expected to be undertaken and accomplished by the President and Chief
Executive Officer of a financial institution similar in scope and
operation to the Bank’s business.
|
The
performance by Employee of all duties outlined in this Schedule A shall be
reviewed on an annual basis as provided in Section 1 of this
Agreement.
14