<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 10-K/A
AMENDMENT NO. 1
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1997
-----------------
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from
______________ to ______________.
COMMISSION FILE NUMBER 0-18527
FIRST COMMUNITY BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia 58-1869700
(State or other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)
827 Joe Frank Harris Parkway
S.E. Cartersville, Georgia 30120 30120
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (770) 382-1495
Securities Registered Pursuant to Section 12(b)
of the Act: None
Securities Registered Pursuant to Section 12(g)
of the Act: Common Stock $1.00
per share
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days:
Yes No x
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K: [X]
The aggregate market value of the Registrant's common stock held by non-
affiliates as of September 4, 1998, was approximately $14,497,875.
The Registrant had 430,204 shares of its common stock outstanding as of
September 4, 1998.
The Registrant hereby files this Form 10-K/A to amend its Annual Report on Form
10-K for the fiscal year ended December 31, 1997 (the "1997 Form 10-K") (i) to
include the information required by Part III (Item 11) in lieu of the
incorporation thereof by reference from the Registrant's definitive proxy
statement for its 1998 Annual Meeting of Shareholders and (ii) to file
additional exhibits with the 1997 Form 10-K, as set forth at Item 14.
<PAGE>
PART III
ITEM 11. EXECUTIVE COMPENSATION.
COMPENSATION OF DIRECTORS
During 1997, all of the First Community Bancorp, Inc. (the "Company")
directors also served as directors of the First Community Bank & Trust (the
"Bank"). During 1997, none of the directors were paid for their service as
director of the Company. The Directors were paid for their service as director
of the Bank and any committee on which they served in 1997. The Bank paid the
directors $74,225 during 1997; $49,600 was paid for attending board of director
meetings and $24,625 was paid for attending committee meetings. The Chairman of
the Board of Directors received $400 compensation for each regular meeting
attended, with each Board Member receiving $350. Committee Meeting Members
received $50 for each committee meeting attended with the Chairman of the Loan
Committee receiving $75 with a maximum compensation fee of one per day.
Compensation fees are paid on the contingency of attendance.
The First Community Bank & Trust Director's Indexed Fee Contention Program
(the "Program") became effective on August 28, 1995. Under the Program, each
participating Director may be entitled to: (1) the accumulated balance in his
or her Pre-Retirement Account consisting of the annual earnings or loss of the
aggregate annual after-tax income from certain life insurance contracts on the
lives of participating Directors less the annual cost of funds expense from the
effective date until his or her retirement date, payable in ten equal annual
installments commencing thirty days following his or her retirement date; and
(2) the Index Retirement Benefit consisting of the annual cost of funds expense
from his or her retirement date until death. In addition to these payments,
each Director is entitled to defer their Director fee each year for five years
with the accumulated balance, plus interest, payable in lump sum to the
participating Director, or his or her estate, upon reaching his or her
retirement date.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE IN CONTROL
AGREEMENTS WITH EXECUTIVE OFFICERS AND DIRECTORS
Effective January 1, 1998, the Bank entered into employment agreements with
J. Steven Walraven, who serves as President and Chief Executive Officer of the
Bank, and Rodney L. Grizzle, who serves as Senior Vice President of the Bank
(collectively these agreements are referred to as the "Employment
Agreements"). The Employment Agreements each have a term of three years, which
commenced January 1, 1998. Such term shall be automatically renewed at the end
of each calendar year unless terminated as provided in the Employment
Agreements. The Employment Agreements provide for termination with cause (as
defined therein) and for termination by the respective employee by 90 days
notice. Pursuant to his agreement, Mr. Walraven's base salary is $121,000 a
year, and he is entitled to continued participation in his grant of options
dated June 18, 1991, in the 1994 Incentive Stock Option Plan with options
granted November 21, 1995 and in the 1997 Stock Option Plan executed April 1,
1997. Additional benefits to Mr. Walraven under his agreement include
participation in medical, dental and group term life insurance plans;
participation in a qualified retirement plan; and, participation in an
executive private pension plan.
Under Mr. Grizzle's agreement, his base salary is $70,000, and he is
entitled to continued participation in the 1994 Incentive Stock Option with
options granted November 21, 1995 and in the 1997 Stock Option Plan executed
April 1, 1997. In addition, Mr. Grizzle was granted stock options for an
additional 5,000 shares of FCB Common Stock. The exercise price ($33.70 per
share) was the most recent appraisal value of the stock, and Mr. Grizzle's
right to exercise the options will vest pro rata over five years from the date
of the grant. Additional benefits to Mr. Grizzle under his agreement include
participation in medical, dental and group term life insurance plans;
participation in a qualified retirement plan; and, participation in an
executive private pension plan.
The Employment Agreements each include a confidentiality agreement and a
covenant not to compete. The covenant not to compete shall remain in effect
for three years after the respective employee's employment ends.
1
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K.
EXHIBIT
NUMBER
- ------
10.1 Employment Agreement by and between First Community Bank & Trust and J.
Steven Walraven, dated April 21, 1998.
10.2 Employment Agreement by and between First Community Bank & Trust and
Rodney L. Grizzle dated March 23, 1998.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST COMMUNITY BANCORP, INC.
By: /s/ Danny F. Dukes
------------------
Name: Danny F. Dukes
Title: Vice President, Chief
Financial and Operations Officer
Date: September 4, 1998
3
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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective as of January 1, 1998 ("Effective
Date"), by and between FIRST COMMUNITY BANK & TRUST ("Employer"), a bank
organized and existing under the laws of the State of Georgia, and J. STEVEN
WALRAVEN ("Walraven").
RECITALS
Employer and Walraven (collectively the "Parties") recite and declare:
A. Walraven serves as an employee at will for the Employer in the
position of President & Chief Executive Officer.
B. The Parties desire to commit to the following terms and
conditions for Walraven's future employment.
For the reasons set forth above, and in consideration of mutual promises
and agreements set forth in this Agreement, the Parties agree as follows:
SECTION I
EMPLOYMENT
Employer hereby agrees to continue to employ Walraven as President and
Chief Executive Officer and Walraven hereby accepts and agrees to such
employment, subject to the terms of this Agreement. During the term of his
employment, Walraven shall report directly to the Board of Directors.
SECTION II
RESPONSIBILITIES
During the term of Walraven's employment and subject to the terms of
this Agreement, Walraven shall have the responsibilities outlined in the
position description incorporated into this Agreement as Appendix A.
SECTION III
TERM OF AGREEMENT
The term of this Agreement shall commence January 1, 1998, and continue
for three (3) consecutive calendar years. Such term shall be automatically
renewed at the end of each calendar year unless terminated as provided in
Section VI of this Agreement.
<PAGE>
SECTION IV
COMPENSATION OF WALRAVEN
Employer will compensate Walraven for his services rendered pursuant to
this Agreement as follows:
(a) BASE SALARY. Employer shall pay Walraven an annual base salary,
-----------
payable bi-weekly, as stated on Appendix B attached to this
Agreement. Base salary shall be reviewed and amended annually
for salary adjustments mutually agreed to between Walraven and
Employer.
(b) EMPLOYEE BENEFITS. Walraven shall fully participate in the
-----------------
following employee benefits:
(1) MEDICAL, DENTAL AND GROUP TERM LIFE INSURANCE. Walraven
---------------------------------------------
shall participate fully in medical, dental and group term
life insurance provided by Employer to other employees.
Employer shall also continue paying its portion of the
premium (currently $48.48 per month) for a term life
insurance policy agreed to under the terms of Walraven's
Employment Agreement dated January 1, 1988.
(2) QUALIFIED RETIREMENT PLAN. Walraven shall participate fully
-------------------------
in all tax qualified retirement plans provided by Employer
to other employees.
(3) DEFERRED COMPENSATION. Walraven shall be entitled to
---------------------
continued participation in the Executive Private Pension
plan (EPP), to the extent of the terms of the EPP Agreement
previously entered into by the Parties on April 1, 1997.
(4) INCENTIVE COMPENSATION. Walraven shall be entitled to
----------------------
additional annual cash compensation determined pursuant to a
prearranged formula applied to the attainment of set
performance goals. The details of the formula shall be
approved annually by the Board of Directors of Employer.
(5) STOCK OPTIONS. Walraven shall be entitled to continued
-------------
participation in his grant of options dated June 18, 1991,
the 1994 Incentive Stock Option Plan with options granted
November 15, 1994 and November 21, 1995, and in the 1997
Stock Option Plan executed April 1, 1997.
(6) VACATION, HOLIDAYS AND SICK PAY. Walraven shall be entitled
-------------------------------
to paid vacation, holidays, and to sick pay as defined
in Employer's written personnel policy available to all
employees as updated from time to time.
2
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(7) COUNTRY CLUB AND CIVIC CLUB DUES. Employer shall pay
--------------------------------
Walraven's dues to the Cartersville Country Club for the
purpose of entertaining customers and prospective customers
as well as dues for various civic organizations for purposes
of identifying new customers and expanding the visibility of
the bank in the community.
(8) AUTOMOBILE. Employer shall provide a Chevrolet Suburban
----------
automobile, or similar model, for Walraven's use.
(9) DIRECTOR FEES. While serving on the Board of Directors,
-------------
Walraven shall receive the same compensation as other
directors, except that Walraven will not participate in the
Director Incentive Plan.
SECTION V
CONFIDENTIALITY AND NONCOMPETITION
Except as required by law, Walraven agrees that he will not at any time
communicate or divulge to, or use for his benefit, or for the benefit of any
other person, firm, association, or corporation, any information concerning
Employer's business activities, including, without limitation, financial
projections and models, costs and sales data, marketing plans and programs,
customer lists, loans and deposit information, and methods of operations, or
other confidential matters possessed, owned or used by Employer that have been
or may be communicated to, acquired by, or learned of by him in the course of or
as a result of his employment with Employer. All records, files, memoranda,
reports, loan, lists, customer and depositor information, drawings, plans,
sketches, documents, equipment and other similar information relating to the
business of Employer, which Walraven shall develop, create, use, prepare, or
come into contact with shall remain the sole property of Employer, and shall be
returned to them not later than the termination of Walraven's employment.
Nothing herein shall restrict Walraven's use of his personal knowledge,
training, contacts, and experience as a banker in his business activities or in
any subsequent employment. Nevertheless, Walraven agrees that he shall not
directly or indirectly solicit, as a member of management or a loan or lending
officer, for a competitor of Employer (defined as any commercial bank, savings
institution or credit union doing business in Bartow County Georgia) any
individual or entity who was a customer of Employer during Walraven's term of
employment hereunder or for three (3) years after his employment ends. The
parties agree that the term of this noncompetition provision is reasonable and
is in pari materia with the term of this contract. The provisions of this
paragraph shall survive the expiration or termination of this Agreement. All
references to Employer in this paragraph shall be deemed to include all parents,
subsidiaries, and other affiliates thereof.
In the event of an actual threatened breach by Walraven of the
provisions of this Article V, Employer shall be entitled to an injunction
restraining the actions
3
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Walraven and requiring compliance with such provisions. Injunctive relief shall
be in addition to, and not in lieu of, any other remedies which may be available
to Employer for such breach or threatened breach.
SECTION VI
TERMINATION
(a) TERMINATION WITH CAUSE. Employer may terminate this Agreement
----------------------
for cause pursuant to notice in writing to Walraven, specifying
such cause with reasonable particularity. Walraven shall have
ten (10) days from receipt thereof in which to cure the act or
omission complained of, unless the act or omission of its very
nature cannot be cured. If no cure has been or can be effected
within the time allowed, this Agreement shall thereupon
terminate.
For purposes hereof, "cause" shall be limited to:
(i) Any material act of self-dealing between Employer and
Walraven which is not disclosed in full to, and approved
by, the Board of Directors of Employer;
(ii) Deliberate falsification by Walraven of any records or
reports;
(iii) Fraud on the part of Walraven against the Employer or
any subsidiary or affiliate;
(iv) Alcohol or drug dependency on the part of Walraven;
(v) Theft, embezzlement, or misappropriation by Walraven of
any funds of Employer, or conviction of any felony;
(vi) Execution of any document transferring, or creating any
material liens or encumbrance on, any material property
of Employer, not in the ordinary course of business,
without authorization of the Board of Directors of
Employer; or
In the event of Walraven's termination for cause, all compensation and
benefits due under this Agreement shall terminate 30 days from the effective
date of termination.
(b) TERMINATION BY WALRAVEN. Walraven may terminate this Agreement
-----------------------
upon ninety (90) days written notice to the Board of Directors
of Employer. In such event, all compensation and benefits due
under this Agreement shall terminate on the effective date of
termination.
4
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(c) TERMINATION BY DEATH. This Agreement shall automatically
--------------------
terminate upon the death of Walraven. In such event, all
compensation and benefits due under this Agreement shall
terminate on Walraven's death.
(d) TERMINATION BY RETIREMENT. This Agreement shall automatically
-------------------------
terminate upon Walraven's 65th birthday. In such event, all
compensation and benefits due under this Agreement shall
terminate on Walraven's retirement.
(e) TERMINATION FOR DISABILITY. Employer may terminate this
--------------------------
Agreement in the event that Walraven shall, during the term of
this Agreement, become permanently disabled as defined in this
section. Such option shall be exercised by Employer giving
notice in writing to Walraven of Employer's intention to
terminate this Agreement on the last day of the month in which
the notice is so mailed, with the same force and effect as if
such last day of the month were the date originally set forth in
this Agreement as the termination date of this Agreement. In
such event, all compensation and benefits due under this
Agreement shall terminate on the date of termination.
For the purposes of this Agreement, Walraven shall be deemed to
have become permanently disabled, if, during any year of the
term of this Agreement, because of ill health, physical or
mental incapacity he is prevented from performing the minimum
requirements of his position.
(f) EFFECT OF TERMINATION ON VESTED BENEFITS. Notwithstanding
----------------------------------------
anything contained in this Agreement, Walraven's termination of
employment shall not effect the Employer's liability for the
payment of vested benefits pursuant to individual contracts or
state or federal law requiring the payment of such benefits.
(g) RIGHTS OF BOARD OF DIRECTORS. Notwithstanding anything contained
----------------------------
in this Agreement, the Employer's Board of Directors retains its
statutory right and obligation to remove Walraven from office at
any time, whenever in its judgement the best interests of the
Employer will be served thereby, without prejudice to any
contractual right herein.
SECTION VII
AGREEMENTS OUTSIDE OF CONTRACT
This Agreement contains the complete agreement concerning the
employment arrangement between the Parties and shall, as of the effective date
hereof, supersede all other agreements between the Parties. The Parties
stipulate that neither of them has made any representation with respect to the
subject matter of this Agreement or any representations including the execution
and delivery of this Agreement except such
5
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representations as are specifically set forth in this Agreement and each of the
parties acknowledges that he or it has relied on its own judgment in entering
into this Agreement. The Parties further acknowledge that any payments or
representations that may have been made by either of them to the other prior to
the date of executing this Agreement are of no effect and that neither of them
has relied thereon in connection with his or its dealings with the other.
SECTION VII
MODIFICATION OF AGREEMENT
Any modification of this Agreement or additional obligation assumed by
either Employer and Walraven in connection with this Agreement shall be binding
only if evidenced in writing signed by each them or an authorized representative
of each them.
SECTION IX
EFFECT OF A PARTIAL INVALIDITY
The invalidity of any portion of this Agreement will not and shall not
be deemed to affect the validity of any other provision. In the event that any
provision of this Agreement is held to be invalid, the Parties agree that the
remaining provisions shall be deemed to be in full force and effect as if they
had been executed by both parties subsequent to elimination of the invalid
provision.
SECTION X
CHOICE OF LAW
It is the intention of the Parties that this Agreement and the
performance under this Agreement, and all suits and special proceedings under
this Agreement, be construed in accordance with and under and pursuant to the
laws of the State of Georgia and that, in any action, special proceeding or
other proceeding that may be brought arising out of, in connection with, or by
any reason of this Agreement, the laws of the State of Georgia shall be
applicable and shall govern to the exclusion of the law of the forum, without
regard to the jurisdiction in which any action or special proceeding may be
instituted.
SECTION XI
NO WAIVER
The failure of either Employer or Walraven to insist upon the
performance of any of the terms and conditions of this Agreement, or the waiver
of any breach of any of the terms and conditions of this Agreement, shall not be
construed as thereafter waiving any such terms and conditions, but the same
shall continue and remain in full force and effect as if no such forbearance or
waiver had occurred.
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SECTION XII
ATTORNEY FEES
In the event that any action is filed in relation to this Agreement, the
unsuccessful party in the action shall pay to the successful party, in addition
to all the sums that either party may be called on to pay, a reasonable sum for
the successful party's attorney's fees.
SECTION XIII
PARAGRAPH HEADINGS
The title to the paragraphs of this Agreement are solely for the
convenience of the parties and shall not be used to explain, modify, simplify,
or aid in the interpretation of the provisions of this Agreement.
IN WITNESS WHEREOF, the Parties now duly execute this Agreement.
FIRST COMMUNITY BANK & TRUST
April 21, 1998 By: /s/ H. Boyd Pettit
- -------------- --------------------------
Date
As Its: Chairman
----------------------
April 21, 1998 By: /s/ J. Steven Walraven
- -------------- --------------------------
Date J. STEVEN WALRAVEN
7
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APPENDIX B
----------
Annual base salary effective January 1, 1998 $121,000
EMPLOYER
FIRST COMMUNITY BANK & TRUST
April 21, 1998 BY: /s/ H. Boyd Pettit
- --------------------------- ------------------------------
Date
AS ITS: Chairman
--------------------------
WALRAVEN
April 21, 1998 /s/ Steven Walraven
- ---------------------------- ----------------------------------
Date J. STEVEN WALRAVEN
8
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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective as of January 1, 1998 ("Effective Date"),
by and between FIRST COMMUNITY BANK & TRUST ("Employer"), a bank organized and
existing under the laws of the State of Georgia, and RODNEY L. GRIZZLE
("Grizzle").
RECITALS
Employer and Grizzle (collectively the "Parties") recite and declare:
A. Grizzle serves as an employee at will for the Employer in the position
of Senior Vice President.
B. The Parties desire to commit to the following terms and conditions for
Grizzle's future employment.
For the reasons set forth above, and in consideration of the mutual
promises and agreements set forth in this Agreement, the Parties agree as
follows:
SECTION I
EMPLOYMENT
Employer hereby agrees to continue to employ Grizzle as Senior Vice
President, and Grizzle hereby accepts and agrees to such employment, subject to
the terms of this Agreement. During the term of his employment, Grizzle shall
report directly to the President and Chief Executive Officer.
SECTION II
RESPONSIBILITIES
During the term of Grizzle's employment and subject to the terms of this
Agreement, Grizzle shall have the responsibilities outlined in the position
description incorporated into this Agreement as Appendix A.
SECTION III
TERM OF AGREEMENT
The term of this Agreement shall commence January 1, 1998, and continue
for three (3) consecutive calendar years. Such term shall be automatically
renewed at the end of each calendar year unless terminated as provided in
Section VI of this Agreement.
<PAGE>
SECTION IV
COMPENSATION OF GRIZZLE
Employer will compensate Grizzle for his services rendered pursuant to this
Agreement as follows:
(a) BASE SALARY. Employer shall pay Grizzle an annual base salary,
-----------
payable bi-weekly, as stated on Appendix B attached to this Agreement.
Base Salary shall be reviewed and amended annually for salary
adjustments mutually agreed to between Grizzle and Employer.
(b) EMPLOYEE BENEFITS. Grizzle shall fully participate in the following
-----------------
employee benefits:
(1) MEDICAL, DENTAL AND GROUP TERM LIFE INSURANCE. Grizzle shall
---------------------------------------------
participate fully in medical, dental and group term life
insurance provided by Employer to other employees.
(2) QUALIFIED RETIREMENT PLAN. Grizzle shall participate fully in
-------------------------
all tax qualified retirement plans provided by Employer to other
employees.
(3) DEFERRED COMPENSATION. Grizzle shall be entitled to continued
---------------------
participation in the Executive Private Pension plan (EPP), to the
extent of the terms of the EPP Agreement previously entered into
by the Parties on April 1, 1997.
(4) INCENTIVE COMPENSATION. Grizzle shall be entitled to additional
----------------------
annual cash compensation determined pursuant to a prearranged
formula applied to the attainment of set performance goals. The
details of the formula shall be approved annually by the Board of
Directors of Employer.
(5) STOCK OPTIONS. Grizzle shall be entitled to continued
-------------
participation in the 1994 Incentive Stock Option Plan with
options granted November 15, 1994 and November 21, 1995 and in
the 1997 Stock Option Plan executed April 1, 1997.
In addition, Employer shall grant to Grizzle stock options for an
additional 5,000 shares of First Community Bancorp, Inc. The
exercise price shall be the most recent appraised value of the
stock and Grizzle's right to exercise the options shall vest pro
rata over five (5) years from date of grant. Details of this new
grant shall be finalized and documented as soon as reasonably
practical, but in no event later than ninety (90) days after the
execution of this Agreement.
2
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(6) VACATION, HOLIDAYS AND SICK PAY. Grizzle shall be entitled to
-------------------------------
paid vacation, holidays, and to sick pay as defined in Employer's
written personnel policy available to all employees as updated
from time to time.
(7) COUNTRY CLUB DUES. Employer will pay Grizzle's dues to the
-----------------
Cartersville Country Club for the purpose of entertaining
customers and prospective customers.
SECTION V
CONFIDENTIALITY AND NONCOMPETITION
Except as required by law, Grizzle agrees that he will not at any time
communicate or divulge to, or use for his benefit, or for the benefit of any
other person, firm, association, or corporation, any information concerning
Employer's business activities, including, without limitation, financial
projections and models, costs and sales data, marketing plans and programs,
customer lists, loans and deposit information, and methods of operations, or
other confidential matters possessed, owned or used by Employer that have been
or may be communicated to, acquired by, or learned of by him in the courts of or
as a result of his employment with Employer. All records, files, memoranda,
reports, loan lists, customer and depositor information, drawings, plans,
sketches, documents, equipment and other similar information relating to the
business of Employer, which Grizzle shall develop, create, use, prepare, or come
into contact with shall remain the sole property of Employer, and shall be
returned to them not later than the termination of Grizzle's employment.
Nothing herein shall restrict Grizzle's use of his personal knowledge,
training, contacts, and experience as a banker in his business activities or in
any subsequent employment. Nevertheless, Grizzle agrees that he shall not
directly or indirectly solicit, as a member of management or a loan or lending
officer, for a competitor of Employer (defined as any commercial bank, savings
institution or credit union doing business in Bartow County Georgia) any
individual or entity who was a customer of Employer during Grizzle's term of
employment hereunder or for three (3) years after his employment ends. The
parties agree that the term of this noncompetition provision is reasonable and
is in pari materia with the term of this contract. The provisions of this
paragraph shall survive the expiration or termination of this Agreement. All
references to Employer in this paragraph shall be deemed to include all parents,
subsidiaries, and other affiliates thereof.
In the event of an actual or threatened breach by Grizzle of the provisions
of this Article V, Employer shall be entitled to an injunction restraining the
actions of Grizzle and requiring compliance with such provisions. Injunctive
relief shall be in addition to, and no in lieu of, any other remedies which may
be available to Employer for such breach or threatened breach.
3
<PAGE>
SECTION VI
TERMINATION
(a) TERMINATION WITH CAUSE. Employer may terminate this Agreement for
----------------------
cause pursuant to notice in writing to Grizzle, specifying such
cause with reasonable particularity. Grizzle shall have ten (10)
days from receipt thereof in which to cure the act or omission
complained of, unless the act of omission of its very nature
cannot be cured. If no cure has been or can be effected within
the time allowed, this Agreement shall thereupon terminate.
For purposes hereof, "cause" shall be limited to:
(i) Any material act of self-dealing between Employer and
Grizzle which is not disclosed in full to, and approved
by, the Board of Directors of Employer;
(ii) Deliberate falsification by Grizzle of any records or
reports;
(iii) Fraud on the part of Grizzle against the Employer or any
subsidiary of affiliate;
(iv) Alcohol or drug dependency on the part of Grizzle;
(v) Theft, embezzlement, or misappropriation by Grizzle of any
funds of Employer, or conviction of any felony
(vi) Execution of any document transferring, or creating any
material liens or encumbrance on, any material property of
Employer, not in the ordinary course of business, without
authorization of the Board of Directors of Employer; or
In the event of Grizzle's termination for cause, all compensation and
benefits due under this Agreement shall terminate 30 days from the effective
date of termination.
(b) TERMINATION BY GRIZZLE. Grizzle may terminate this Agreement
----------------------
upon ninety (90) days written notice to the Board of Directors of
Employer. In such event, all compensation and benefits due under
this Agreement shall terminate on the effective date of
termination.
(c) TERMINATION BY DEATH. The Agreement shall automatically terminate
--------------------
upon the death of Grizzle. In such event, all compensation and
benefits due under this Agreement shall terminate on Grizzle's
death.
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(d) TERMINATION BY RETIREMENT. This Agreement shall automatically
-------------------------
terminate upon Grizzle's 65th birthday. In such event, all
compensation and benefits due under this Agreement shall terminate on
Grizzle's retirement.
(e) TERMINATION FOR DISABILITY. Employer may terminate this Agreement in
--------------------------
the event that Grizzle shall, during the term of this Agreement,
become permanently disabled as defined in this section. Such option
shall be exercised by Employer giving notice in writing to Grizzle of
Employer's intention to terminate this Agreement on the last day of
the month in which the notice is so mailed, with the same force and
effect as if such last day of the month were the date originally set
forth in this Agreement as the termination date of this Agreement. In
such event, all compensation and benefits due under this Agreement
shall terminate on the date of termination.
For the purposes of this Agreement, Grizzle shall be deemed to have
become permanently disabled, if, during any year of the term of this
Agreement, because of ill health, physical or mental incapacity he is
prevented from performing the minimum requirements of his position.
(f) EFFECT OF TERMINATION ON VESTED BENEFITs. Notwithstanding anything
----------------------------------------
contained in this Agreement, Grizzle's termination of employment shall
not effect the Employer's liability for the payment of vested benefits
pursuant to individual contracts or state or federal law requiring the
payment of such benefits.
(g) RIGHTS OF BOARD OF DIRECTORS. Notwithstanding anything contained in
----------------------------
this Agreement, the Employer's Board of Directors retains its
statutory right and obligation to remove Grizzle from office at any
time, whenever in its judgment the best interests of the Employer will
be served thereby, without prejudice to any contractual right herein.
SECTION VII
AGREEMENTS OUTSIDE OF CONTRACT
This Agreement contains the complete agreement concerning the employment
arrangement between the Parties and shall, as of the effective date hereof,
supersede all other agreements between the Parties. The Parties stipulate that
neither of them has made any representation with respect to the subject matter
of this Agreement or any representations including the execution and delivery of
this Agreement except such representations as are specifically set forth in this
Agreement and each of the parties acknowledges that he or it has relied on its
own judgment in entering into this Agreement. The Parties further acknowledge
that any payments or representations that may have been made by either of them
to the other prior to the date of executing this
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Agreement are of no effect and that neither of them has relied thereon in
connection with his or its dealings with the other.
SECTION VIII
MODIFICATION OF AGREEMENT
Any modification of this Agreement or additional obligation assumed by
either Employer and Grizzle in connection with this Agreement shall be binding
only if evidenced in writing signed by each them or an authorized representative
of each them.
SECTION IX
EFFECT OF PARTIAL INVALIDITY
The invalidity of any portion of this Agreement will not and shall not be
deemed to affect the validity of any other provision. In the event that any
provision of this Agreement is held to be invalid, the Parties agree that the
remaining provisions shall be deemed to be in full force and effect as if they
had been executed by both parties subsequent to elimination of the invalid
provision.
SECTION X
CHOICE OF LAW
It is the intention of the Parties that this Agreement and the performance
under this Agreement, and all suits and special proceedings under this
Agreement, be construed in accordance with and under and pursuant to the laws of
the State of Georgia and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with, or by any
reason of this Agreement, the laws of the State of Georgia shall be applicable
and shall govern to the exclusion of the law of the forum, without regard to the
jurisdiction in which any action or special proceeding may be instituted.
SECTION XI
NO WAIVER
The failure of either Employer or Grizzle to insist upon the performance of
any of the terms and conditions of this Agreement, or the waiver of any breach
of any of the terms and conditions of this Agreement, shall not be construed as
thereafter waiving any such terms and conditions, but the same shall continue
and remain in full force and effect as if no such forbearance or waiver had
occurred.
SECTION XII
ATTORNEY FEES
In the event that any action is filed in relation to this Agreement, the
unsuccessful party in the action shall pay to the successful party, in addition
to all the sums that either party may be called on to pay, a reasonable sum for
the successful party's attorney's fees.
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SECTION XIII
PARAGRAPH HEADINGS
The title to the paragraphs of this Agreement are solely for the
convenience of the parties and shall not be used to explain, modify, simplify,
or aid in the interpretation of the provisions of this Agreement.
IN WITNESS WHEREOF, the Parties now duly execute this Agreement.
FIRST COMMUNITY BANK & TRUST
March 23, 1998 BY: /s/ J. Steven Walraven
- ----------------------- -----------------------------
DATE
AS ITS: President & CEO
-------------------------
March 23, 1998 /s/ Rodney L. Grizzle
- ----------------------- --------------------------------
DATE RODNEY L. GRIZZLE
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APPENDIX B
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Annual base salary effective March 23, 1998 $70,000
--------------
EMPLOYER
FIRST COMMUNITY BANK & TRUST
MARCH 23, 1998 BY: /s/ J. Steven Walraven
- ------------------------ ------------------------------
DATE
AS ITS: President & CEO
--------------------------
GRIZZLE
MARCH 23, 1998 /s/ Rodney L. Grizzle
- ------------------------ ---------------------------------
DATE RODNEY L. GRIZZLE
