EMPLOYMENT AGREEMENT
THIS AGREEMENT, entered into as of the 1st day of April, 1999, by and
between COMMUNITY BANK, a federally chartered savings bank, (the "Corporation"),
and P. Douglas Richard (the "Executive").
WITNESSETH:
WHEREAS, the Corporation is a wholly-owned subsidiary of Community
Financial Corporation, a Virginia corporation ("CFC");
WHEREAS, the Corporation desires to retain the services of Executive on the
terms and conditions set forth herein and, for the purpose of effecting the
same, the Boards of Directors of the Corporation and CFC each has approved this
Employment Agreement and authorized its execution and delivery on the
Corporation's behalf to the Executive; and
WHEREAS, the Executive is presently the duly elected and acting Vice
President of the Corporation and, as such, is a key executive officer of the
Corporation whose continued dedication, availability, advice and counsel to the
Corporation is deemed important to the Board of Directors of the Corporation,
the Corporation and its stockholders;
WHEREAS, the services of the Executive, his experience and knowledge of the
affairs of the Corporation, and his reputation and contacts in the industry are
valuable to the Corporation; and
WHEREAS, the Corporation wishes to attract and retain such well-qualified
executives, and it is in the best interests of the Corporation and of the
Executive to secure the continued services of the Executive; and
WHEREAS, the Corporation considers the establishment and maintenance of a
sound management to be part of its overall corporate strategy and to be
essential to protecting and enhancing the best interests of the Corporation and
its stockholders; and
NOW, THEREFORE, to assure the Corporation of the Executive's continued
dedication, the availability of his advice and counsel to the Board of Directors
of the Corporation, and to induce the Executive to remain and continue in the
employ of the Corporation and for other good and valuable consideration, the
receipt and adequacy whereof each party hereby acknowledges, the Corporation and
the Executive hereby agree as follows:
1. EMPLOYMENT: The Corporation agrees to, and does hereby, employ
Executive, and Executive agrees to, and does hereby, accept such employment, for
the period beginning as of the date hereof and ending on March 31,2000.
2. EXECUTIVE DUTIES: Executive agrees that, during the term of his
employment under this Agreement and in his capacity as Vice President, he will
devote his full
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business time and energy to the business, affairs and interests of the
Corporation and serve it diligently and to the best of his ability. The services
and duties to be performed by Executive shall be those appropriate to his office
and title as currently and from time to time hereafter specified in the
Corporation's By-laws or otherwise specified by its Board of Directors.
3. COMPENSATION: The Corporation agrees to pay Executive, and Executive
agrees to accept, as compensation for all services rendered by him to the
Corporation during the period of his employment under this Agreement, base
salary at the annual rate of Seventy-Eight Thousand Three Hundred Seventy-Five
Dollars ($78,375.00), which shall be payable in monthly, semi-monthly or
bi-weekly installments in conformity with Corporation's policy relating to
salaried employees. Such salary may be increased in the sole and absolute
discretion of the Corporation's Board of Directors or Committee thereof duly
authorized by the Board to so act. The Board of Directors, in its discretion,
may cause the Corporation to pay bonuses to the Executive from time to time.
4. PARTICIPATION IN BENEFIT PLANS, REIMBURSEMENT OF BUSINESS EXPENSES AND
OTHER BENEFITS: (i) During the term of employment under this Agreement,
Executive shall be eligible to participate in any pension, group insurance,
hospitalization, deferred compensation or other benefit, bonus or incentive
plans of the Corporation and CFC presently in effect (including, without
limitation, CFC's stock option plans) or hereafter adopted by the Corporation or
CFC and generally available to any employees of senior executive status, and,
additionally, Executive shall be entitled to have the use of Corporation's
facilities and executive benefits as are customarily made available by the
Corporation to its executive officers.
(ii) During the term of this Agreement, to the extent that such
expenditures are substantiated by the Executive as required by the Internal
Revenue Service and policies of the Corporation, the Corporation shall reimburse
the Executive promptly for all expenditures (including travel, entertainment,
parking, business meetings, and the monthly costs, including dues, of
maintaining memberships at appropriate clubs) made in accordance with rules and
policies established from time to time by the Board of Directors of the
Corporation in pursuance and furtherance of the Corporation's business and good
will.
5. ILLNESS: In the event Executive is unable to perform his duties under
this Agreement on a full-time basis for a period of six (6) consecutive months
by reason of illness or other physical or mental disability, and at or before
the end of such period he does not return to work on a full-time basis, the
Corporation may terminate this Agreement without further or additional
compensation payment being due the Executive from the Corporation pursuant to
this Agreement, except benefits accrued through the date of such termination
under employee benefit plans of the Corporation. These benefits shall include
long-term disability and other insurance or other benefits then regularly
provided by the Corporation to disabled employees, as well as any other
insurance benefits so provided.
6. DEATH: In the event of Executive's death during the term of this
Agreement, this Agreement shall terminate as of the end of the month in which
Executive dies. This Section 6
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shall not affect the rights of any person under other contract between the
Executive and either the Corporation or CFC or under any life nsurance policy.
7. TERMINATION WITHOUT CAUSE/RESIGNATION FOR GOOD REASON:
(a) Notwithstanding the provisions of Section 1 hereof, the Board of
Directors of the Corporation may, without Cause (as hereafter defined),
terminate the Executive's employment under this Agreement at any time in any
lawful manner by giving not less than thirty (30) days written notice to the
Executive. The Executive may resign for Good Reason (as hereafter defined) at
any time by giving not less than thirty (30) days written notice to the
Corporation. If the Corporation terminates the Executive's employment without
Cause or the Executive resigns for Good Reason, then in either event:
(i) The Executive shall be paid for twelve months following the date of
termination, at such times as payment was theretofore made, the salary required
under Section 3 that the Executive would have been entitled to receive had such
termination not occurred; and
(ii) The Corporation shall maintain in full force and effect for the
continued benefit of the Executive for twelve months following the date of
termination, all employee benefit plans and programs or arrangements in which
the Executive was entitled to participate immediately prior to such termination,
provided that continued participation is possible under the general terms and
provisions of such plans and programs. In the event that Executive's
participation in any such plan or program is barred, the Corporation shall
arrange to provide the Executive with benefits substantially similar to those
which the Executive was entitled to receive under such plans and program.
(b) For purposes of this Agreement, "Good Reason" shall mean:
(i) The assignment of duties to the Executive by the Corporation which
(A) are materially different from the Executive's duties on the date hereof, or
(B) result in the Executive having significantly less authority and/or
responsibility than he has on the date hereof, without his express written
consent;
(ii) The removal of the Executive from or any failure to re-elect him
to the position of Vice President, except in connection with a termination of
his employment by the Corporation for Cause or by reason of the Executive's
disability;
(iii) A reduction by the Corporation of the Executive's base salary to
less than Seventy-Eight Thousand Three Hundred Seventy-Five Dollars ($78,375.00)
per year;
(iv) The failure of the Corporation to provide the Executive with
substantially the same fringe benefits (including paid vacations) that were
provided to him immediately prior to the date hereof; or
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(v) The failure of the Corporation to obtain the assumption of and
agreement to perform this Agreement by any successor as contemplated in Section
10(c) hereof.
(c) Resignation by the Executive for Good Reason shall be communicated by a
written Notice of Resignation to the Corporation. A "Notice of Resignation"
shall mean a notice which shall indicate the specific provision(s) in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for a resignation for Good Reason.
(d) If within thirty (30) days after any Notice of Resignation is given the
Corporation notifies the Executive that a dispute exists concerning the
resignation for Good Reason and that it is requesting arbitration pursuant to
Section 17, the Corporation shall continue to pay the Executive his full salary
and benefits as described in Sections 3 and 4, as and when due and payable, at
least until such time as a final decision is reached by the panel of
arbitrators. If Good Reason for resignation by the Executive is ultimately
determined not to exist, then all sums paid by the Corporation to the Executive,
including but not limited to the cost to the Corporation of providing the
Executive such fringe benefits, from the date of such resignation to the date of
the resolution of such dispute shall be promptly repaid by the Executive to the
Corporation with interest at the rate charged from time to time by the
Corporation to its most substantial customers for unsecured extensions of
credit.
A failure by the Corporation to notify the Executive that a dispute exists
concerning the resignation for Good Reason within thirty (30) days after any
Notice of Resignation is given shall constitute a final waiver by the
Corporation of its right to contest either that such resignation was for Good
Reason or its obligations to the Executive under Section 7(a) hereof.
(e) If the Executive's employment terminates after a Change of Control (as
defined in Section 9 hereof), the payments to which he is entitled pursuant to
Section 9 shall be in lieu of any payment to which he might otherwise be
entitled under the terms of this Section 7.
8. RESIGNATION - TERMINATION FOR CAUSE - REGULATORY TERMINATION:
(a) Notwithstanding the provisions of Section 1 of this Agreement, the
Board of Directors of the Corporation may, in its sole discretion, terminate the
Executive's employment for Cause. For the purposes of this Agreement, "Cause"
shall mean personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order, or material
breach of any provision of this Agreement.
No act or omission to act by the Executive in reliance upon an opinion of
counsel to the Corporation shall be deemed to be willful.
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(b) Termination of the Executive's employment by the Corporation for Cause
pursuant to Section 8(a) shall be communicated by written Notice of Termination
to the Executive. A "Notice of Termination" shall mean a notice which shall
indicate the specific termination provision(s) in this Agreement relied upon and
shall set forth with particularity the facts and circumstances claimed to
provide a basis for termination of employment for Cause under the provision so
indicated.
If within ninety (90) days after any Notice of Termination is given the
Executive notifies the Corporation that a dispute exists concerning the
termination for Cause and that he is requesting arbitration pursuant to Section
17, the Corporation shall continue to pay the Executive his full salary and
benefits as described in Sections 3 and 4, as and when due and payable, at least
until such time as a final decision is reached by the panel of arbitrators. If a
termination for Cause by the Corporation is challenged by the Executive and the
termination is ultimately determined to be justified, then all sums paid by the
Corporation to the Executive pursuant to this Section 8(b), plus the cost to the
Corporation of providing the Executive such fringe benefits from the date of
such terminaticn to the date of the resolution of such dispute, shall be
promptly repaid by the Executive to the Corporation with interest at the rate
charged from time to time by the Corporation, to its most substantial customers
for unsecured lines of credit. Should it ultimately be determined that a
termination by the Corporation pursuant Section 8(a) was not justified, then the
Executive shall be entitled to retain all sums paid to him pending the
resolution of such dispute and he shall be entitled to receive, in addition, the
payments and other benefits provided for in Section 7(a).
A failure by the Executive to notify the Corporation that a dispute exists
concerning the termination for Cause within ninety (90) days after the Notice of
Termination is given shall constitute a final waiver by the Executive of his
right to contest that such termination was for Cause.
(c) In the event that Executive resigns from or otherwise voluntarily
terminates his employment by the Corporation at any time (except a termination
for Good Reason pursuant to Section 7 hereof), or if the Corporation rightfully
terminates the Executive's employment for Cause, this Agreement shall terminate
upon the date of such resignation or termination of employment for Cause, and
(subject to Section 8(b) the Corporation thereafter shall have no obligation to
make any further payments under this Agreement, provided that the Executive
shall be entitled to receive any benefits, insured or otherwise, that he would
otherwise be eligible to receive under any benefit plans of the Corporation or
CFC or any affiliate of the Corporation or CFC.
(d) If Executive is suspended and/or temporarily prohibited from
participating in the conduct of the Corporation's affairs by a notice served
under Sections 8(e)(3) or 8(g)(1) [12 U.S.C. ss.ss. 1818(e)(3) and 1818(g)(1)]
of the Federal Deposit Insurance Act, 12 U.S.C. ss. 1811 et SEQ. (the "Federal
Deposit Insurance Act"), the Corporation's obligations under this Agreement
shall be suspended as of the date of service unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the Corporation may in
its discretion (i) pay Executive all or
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part of the compensation withheld while its contract obligations were suspended,
and (ii) reinstate (in whole or in part) any of its obligations which were
suspended.
If Executive is removed and/or permanently prohibited from participating in
the conduct of the Corporation's affairs by an order issued under Sections
8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act [12 U.S.C. ss.ss.
1818(e)(4) or 1818(g)(1)], all obligations of the Corporation under this
Agreement shall terminate as of the effective date of the order, but vested
rights of the contracting parties shall not be affected.
If the Corporation is in default [as default is 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 paragraph shall not affect
any vested rights of the contracting parties.
Except to the extent it is determined that continuation of this Agreement
is necessary for the continued operation of the Corporation, all obligations
under this Agreement shall be terminated:
(i) by the Director (as Director is defined in the Federal Deposit
Insurance Act) or his or her designee, at the time the Federal Deposit Insurance
Corporation enters into an agreement to provide assistance to or on behalf of
the Corporation under the authority contained in Section 13(c) of the Federal
Deposit Insurance Act; or
(ii) by the Director or his or her designee, at the time the Director
or his or her designee approves a supervisory merger to resolve problems related
to operation of the Corporation or when the Corporation is determined by the
Director to be in an unsafe or unsound condition.
Any rights of the parties that have already vested, however, shall not be
affected by such action.
9. CHANGE OF CONTROL: If the Executive's employment by the Corporation
shall be terminated in connection with or subsequent to a Change in Control of
CFC by (i) the Corporation other than for Cause or as a result of the
Executive's death, disability or retirement or (ii) the Executive for Good
Reason, then the Corporation shall:
(a) Pay to the Executive, in one lump sum payment on the date of
termination or the date on which the Change in Control of CFC occurs, whichever
first occurs, a cash severance amount equal to 1.5 times the total cash
compensation (including bonus) paid to the Executive during the twelve (12)
months ending with the termination of the Executive's employment; and
(b) Maintain and provide for a period ending at the earlier of (i) one (1)
year after the date of termination or (ii) the date of the Executive's full time
employment by another employer (provided that the Executive is entitled under
the terms of such employment to benefits substantially similar to those
described in this Subsection (b)), at no cost to the Executive, the Executive's
continued participation in all group insurance, life insurance, health and
accident,
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disability and other employee benefit plans, programs and arrangements in which
the Executive was entitled to participate immediately prior to the date of
termination (other than retirement plans or stock compensation plans of the
Corporation).
(c) For purposes of this Agreement, a Change of Control of CFC occurs in
any of the following events: (i) The acquisition by any "person" or "group" (as
defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934
("Exchange Act")), other than CFC, any subsidiary of CFC or any CFC or
subsidiary's employee benefit plan, directly or indirectly, as "beneficial
owner" (as defined in Rule 13d-3, under the Exchange Act) of securities of CFC
representing twenty percent (20%) or more of either the then outstanding shares
or the combined voting power of the then outstanding securities of CFC; (ii)
Either a majority of the directors of CFC elected at CFC's annual stockholders
meeting shall have been nominated for election other than by or at the direction
of the "incumbent directors" of CFC, or the "incumbent directors" shall cease to
constitute a majority of the directors of CFC. The term "incumbent director",
shall mean any director who was a director of CFC on January 1, 1997 and any
individual who becomes a director of CFC subsequent to January 1, 1997 and who
is elected or nominated by or at the direction of at least two-thirds of the
then incumbent directors (iii) The shareholders of CFC approve (x) a merger,
consolidation or other business combination of CFC with any other "person" or
"group" (as defined in Sections 13(d) and 14(d) of the Exchange Act) or
affiliate thereof, other than a merger or consolidation that would result in the
outstanding common stock of CFC immediately prior thereto continuing to
represent either by remaining outstanding or by being converted into common
stock of the surviving entity or a parent or affiliate thereof) at least fifty
percent (50%) of the outstanding common stock of CFC or such surviving entity or
a parent or affiliate thereof outstanding immediately after such merger,
consolidation or other business combination, or (y) a plan of complete
liquidation of CFC or an agreement for the sale or disposition by CFC of all or
substantially all of CFC's assets; or (iv) Any other event or circumstance which
is not covered by the foregoing subsections but which the Board of Directors of
CFC determines to affect control of CFC and with respect to which the Board of
Directors adopts a resolution that the event or circumstance constitutes a
Change of Control for purposes of the Agreement.
The Control Change Date is the date on which an event described in (i),
(ii), (iii) or (iv) occurs.
10. LITIGATION - OBLIGATIONS - SUCCESSORS:
(a) If litigation shall be brought or arbitration commenced to challenge,
enforce or interpret any provision of this Agreement, and such litigation or
arbitration does not end with judgment in favor of the Corporation, the
Corporation hereby agrees to indemnify the Executive for his reasonable
attorney's fees and disbursements incurred in such litigation or arbitration.
(b) The Corporation's obligation to pay the Executive the compensation and
benefits and to make the arrangements provided herein shall be absolute and
unconditional and shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Corporation may have against him or anyone else.
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All amounts payable by the Corporation hereunder shall be paid without notice or
demand. Except as expressly provided in Sections 7(d) and 8(b), each and every
payment made hereunder by the Corporation shall be final and the Corporation
will not seek to recover all or any part of such payment from the Executive or
from whosoever may be entitled thereto, for any reason whatsoever. The Executive
shall not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise; provided, if Executive
secures other full time employment after a termination without Cause or a
resignation for Good Reason (other than self employment or employment by an
entity he owns or controls), the obligations of the Corporation under Section
7(a) shall be reduced dollar for dollar by the cash compensation received by the
Executive from such other employment. This Section 10(b) shall not be
interpreted to require or permit any reduction of benefits to which the
Executive may be entitled under Section 9.
(c) The Corporation will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Corporation, or either one of them, by
agreement in form and substance satisfactory to the Executive, to expressly
assume and agree to perform this Agreement in its entirety. Failure of the
Corporation to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Executive
to the compensation described in Section 7(a) or Section 9, as appropriate. As
used in this Agreement, "Corporation" shall mean Community Federal Savings Bank
and any successor to its business and/or assets as aforesaid which executes and
delivers the agreement provided for in this Section 10(c) or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.
11. LIMITATION OF BENEFITS:
It is the intention of the parties that no payment be made or benefit
provided to the Executive that would constitute an ""excess parachute payment'"
within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended (the Code) and any regulations thereunder, thereby resulting in a loss
of an income tax deduction by the Corporation or the imposition of an excise tax
on Executive under Section 4999 of the Code. If the independent accountants
serving as auditors for the Corporation immediately prior to the date of a
Change of Control determine that some or all of the payments or benefits
scheduled under this Agreement, when combined with any other payments or
benefits provided to the Executive on a Change of Control by CFC, the
Corporation and any affiliate of CFC or the Corporation required to be
aggregated with CFC or the Corporation under Section 280G of the Code, would
constitute nondeductible excess parachute payments by the Corporation under
Section 280G of the Code, then the payments or benefits scheduled under this
Agreement will be reduced to one dollar less than the maximum amount which may
be paid or provided without causing any such payments or benefits scheduled
under this Agreement or otherwise provided on a Change of Control to be
nondeductible. The determination made as to the reduction of benefits or
payments required hereunder by the independent accountants shall be binding on
the parties. The Executive shall have the right to designate within a reasonable
period which payments or benefits scheduled under this Agreement will be
reduced; provided, however, that if no direction is received from
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the Executive, the Corporation shall implement the reductions under this
Agreement in its discretion.
12. NOTICES: For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive: 500 Waterwheel Road
Chesapeake, Virginia 23322
If to the Corporation: Community Bank
38 N Central Avenue
P. O. Box 1209
Staunton, VA 24402-1209
or at such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
13. MODIFICATION - WAIVERS - APPLICABLE LAW: No provisions of this
Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing, signed by the Executive and on behalf of
the Corporation by such officer as may be specifically designated by the Board
of Directors of the Corporation. No waiver by either party hereto at any time of
any breach by the other party hereto of, or in compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provision or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Virginia.
14. INVALIDITY - ENFORCEABILITY: The invalidity or unenforceability of any
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect. Any provision in this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective only to the
extent cf such prohibition or unenforceability without invalidating or affecting
the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
15. SUCCESSOR RIGHTS: This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive should die while any amounts would still be payable to him hereunder,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to his executor or, if there is no such
executor, to his estate.
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16. HEADINGS: Descriptivc headings contained in this Agreement are for
convenience only and shall not control or affect the meaning or construction of
any provision hereof.
17. ARBITRATION: Any dispute, controversy or claim arising under or in
connection with this Agreement shall be settled exclusively by arbitration,
conducted before a panel of three arbitrators, in Staunton, Virginia in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect. The Corporation shall pay all administrative fees
associated with such arbitration. Judgment may be entered on the arbitrator's
award in any court having jurisdiction. Subject to Section 10(a), unless
otherwise provided in the rules of the American Arbitration Association, the
arbitrators shall, in their award, allocate between the parties the costs of
arbitration, which shall include reasonable attorneys' fees and expenses of the
parties, as well as the arbitrator's fees and expenses, in such proportions as
the arbitrators deem just.
18. CONFIDENTIALITY - NONSOLICITATION:
(a) The Executive acknowledges that the Corporation may disclose certain
confidential information to the Executive during the term of this Agreement to
enable him to perform his duties hereunder. The Executive hereby covenants and
agrees that he will not, without the prior written consent of the Corporation,
during the term of this Agreement or at any time thereafter, disclose or permit
to be disclosed to any third party by any method whatsoever any of the
confidential information of the Corporation. For purposes cf this Agreement,
"confidential information" shall include, but not be limited to, any and all
records, notes, memoranda, data, ideas, processes, methods, techniques, systems,
formulas, patents, models, devices, programs, computer software, writings,
research, personnel information, customer informaticn, the Corporation's
financial information, plans, or any other information of whatever nature in the
possession or control of the Corporation which has not been published or
disclosed to the general public, or which gives to the Corporation an
opportunity to obtain an advantage over competitors who do not know of or use
it. The Executive further agrees that if his employment hereunder is terminated
for any reason, he will leave with the Corporation and will not take originals
or copies of any and all records, papers, programs, computer software and
documents and all matter of whatever nature which bears secret or confidential
information of the Corporation.
The foregoing paragraph shall not be applicable if and to the extent the
Executive is required to testify in a judicial or regulatory proceeding pursuant
to an order of a judge or administrative law judge issued after the Executive
and his legal counsel urge that the aforementioned confidentiality be preserved.
The foregoing covenants will not prohibit the Executive from disclosing
confidential or other information to other employees of the Corporation or any
third parties to the extent that such disclosure is necessary to the performance
of his duties under this Agreement.
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(b) Subject to Section 18(c), during the term of this Agreement and
throughout any further period that he is an officer or employee of the
Corporation, and for a period of twelve (12) months from and after the
termination of the last such position held by the Executive, or for a period of
twelve (12) months from the date of entry by a court of competent jurisdiction
of a final judgment enforcing this covenart in the event of a breach by
Executive, whichever is later, Employee covenants and agrees that he will not,
without the prior written consent of the Corporation, solicit any existing or
former customer or employee of the Corporation for any competing business
regardless of its location.
(c) If the Corporation terminates the employment of the Executive without
Cause or the Executive resigns for Good Reason, the covenant set forth in
Section 18(b) shall not apply.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first above written.
"EXECUTIVE"
ATTEST: /s/ /s/ P. Douglas Richard
----------------------------- -------------------------------
P. Douglas Richard
COMMUNITY BANK
("CORPORATION")
ATTEST: /s/ By: /s/ Thomas W. Winfree, President
----------------------------- ------------------------------------
AUTHORIZED OFFICER
4/14/99
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