Fill and Sign the Officer Detailed Form

Employment of Chief Executive Officer of Bank with Detailed Severance Benefits if Executive Terminated Agreement made on the _______________ (date) , between _____________________ (Name of Bank) a Banking corporation organized and existing under the laws of the laws of the United States of America, with its principal office located at _____________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Bank , and _________________________ (Name of Executive) , of ____________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Executive . Whereas, the (e.g., Management Personnel and Compensation Committee), hereinafter called the Committee of the Board of Directors of the Bank (the Board ) has determined that it is in the best interests of the Bank and its stockholders to assure that the Bank employ the Executive as President and Chief Executive Officer and have the continued service of the Executive; and Whereas, the Committee believes it is imperative to encourage the Executive's full attention and dedication to the Bank, and to provide the Executive with compensation and benefits arrangements upon a termination of employment with the Bank which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. I. Employment Period A. The Effective Date shall mean the first day that the Executive commences performing his duties for the Bank. It is expected that the Effective Date will be _____________ (date) , but such date may be altered by agreement between the Bank and the Executive; provided that if the Executive is unable to commence performing his duties by ______________ (date) , then this Agreement shall be void and of no effect. B. The Bank agrees to employ the Executive and to continue the Executive in its employ, and the Executive agrees to be employed by and to remain in the employ of the Bank upon the terms and conditions set forth in this Agreement, for the period commencing on the Effective Date and ending on the _____ (number) anniversary of the Effective Date (the Employment Period); provided, however, that commencing on the _____ (number) anniversary, and on each annual anniversary of such date (such date and each annual anniversary of such date shall be referred to as the Renewal Date , unless previously terminated, the Employment Period shall be automatically extended so as to terminate one year from such Renewal Date, unless at least _____ (number) days prior to the Renewal Date the Bank or the Executive, respectively, shall give notice to the Executive or the Bank, respectively, that the Employment Period shall not be so extended. II. Compensation, Benefits, and Expenses A. Base Salary. In consideration of the services to be rendered under this Agreement, including, but not limited to, the Executive will be paid an annual Base Salary (the Base Salary ) of $__________, payable at the time and pursuant to the procedures regularly established and as they may be amended by the Bank during the course of this Agreement. The Employee Benefits and Compensation Committee of the Bank (the Compensation Committee ) will annually review the Executive's Base Salary to consider whether to recommend to the Board to increase it in light of the Executive's performance during the preceding calendar year, the performance and financial condition of the Bank, any increases in the cost of living and any other increases as are awarded in accordance with the Bank's regular administrative practice for giving salary increases to similarly situated employees. B. Bonus Payments. In addition to Base Salary, the Executive is entitled to receive such bonus payments as the Compensation Committee or the Board may determine pursuant to any Bonus Plan in effect at the date of this Agreement or any amendments or modifications (the Bonus Plan ). C. Expenses. The Executive is entitled to receive prompt reimbursement for all appropriate and reasonable expenses incurred by him in performing services under this Agreement, provided that the Executive properly accounts for those expenses in accordance with the Bank's policies as they may be amended from time to time during the course of this Agreement. D. Other Benefits. The Bank may not make any changes in any employee benefit plans or arrangements in effect on the date of this Agreement in which the Executive participates (including, but not limited to, each retirement plan, deferred compensation plan, profit sharing plan, employee stock ownership plan, stock purchase plan, stock option plan, life insurance plan, medical insurance plan, long-term disability plan, vision care plan, dental plan, or health-and-accident plan) which would adversely affect the Executive's rights or benefits, unless such change occurs pursuant to a program generally applicable to all senior Executives of the Bank and does not result in a proportionately greater reduction in the rights of or benefits to the Executive as compared with other senior Executives. The Executive is entitled to participate in and receive benefits under any employee benefit plan or arrangement made available by the Bank in the future to senior Executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such a plan or arrangement. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future should be deemed to be in lieu of the Base Salary payable to the Executive pursuant to Paragraph A of this Section II . Any payments or benefits and any bonus compensation payable to the Executive in respect of any calendar year during which the Executive is employed by the Bank for less than all of that year will, unless otherwise provided in the applicable compensation plan or Bonus Plan, be prorated with the year-to-date results being annualized and the bonus calculated accordingly. E. Vacations. The Executive is entitled to not less than _____ (number) week’s vacation in any calendar year (prorated in any calendar year during which the Executive is employed for less than all of the year). The Executive is also entitled to all paid holidays given by the Bank to its senior executive officers. F. Services Furnished. The Bank will furnish the Executive with office space, secretarial and clerical assistance and such other facilities and services as are suitable to the Executive's position and adequate for the performance of his duties as set forth in Section II . G. Automobile Allowance. The Executive is entitled to receive an automobile allowance of $__________ per month during the Period of Employment in lieu of reimbursement for mileage expenses incurred by the Executive in performing his obligations under this Agreement. III. Termination A. By Death. The Period of Employment will terminate automatically on the death of the Executive. The Bank must pay to the Executive's beneficiaries or estate, as appropriate, the compensation to which he is entitled pursuant to Section II through the end of the month in which death occurs, unless otherwise provided in any applicable compensation plan or Bonus Plan. The Bank's obligations under this Agreement will then terminate. Nothing in this Section affects any entitlement of the Executive's beneficiaries to the benefits of any life insurance plan. B. By Disability. If, in the discretion of the Board, the Executive is prevented from properly performing his duties by reason of any physical or mental incapacity for a period of more than _____ (number) consecutive calendar days, then, to the extent permitted by law, the Period of Employment will terminate on and the compensation to which the Executive is entitled pursuant to Section II will be paid up through the last day of the month in which the _____ (number) consecutive day of incapacity occurs, unless otherwise provided in any applicable compensation plan or Bonus Plan. After the conclusion of his Period of Employment, the Executive will receive a lump-sum payment equal to ______% of his Base Salary for a period of ___________________ (period of time) , less any disability payments otherwise payable by or pursuant to plans provided by the Bank and actually paid to the Executive. The Bank's obligations under this Paragraph B will then terminate but the Executive will continue to be eligible to receive benefits under the Bank's Group Disability Plan if he otherwise satisfies the requirements for such benefits. C. By Bank For Cause. The Bank may terminate, without liability, the Period of Employment for Cause (as defined below) by delivering to the Executive _____ (number) days' advance written Notice of Termination required by Paragraph I below. The Bank must pay the Executive the compensation to which he is entitled pursuant to Section II , including the Executive’s maximum bonus under the Bonus Plan accrued to the date of termination, through the end of the _____ (number) - day notice period, notwithstanding any other agreement between the Executive and the Bank. The Bank's obligations under this Agreement will then terminate. Termination will be for Cause if: 1. Because of any act or failure to act by the Executive which is in bad faith and to the detriment of the Bank; 2. The Executive refuses or fails to act in accordance with any direction or order of the Board; 3. the Executive exhibits unfitness for service (other than disability, as provided for in Paragraph B of this Section III ), unsatisfactory performance, misconduct, dishonesty, habitual neglect, or incompetence in the management of the affairs of the Bank. 4. The Executive is convicted of a felony; 5. Because the Executive, in the discretion of the Board, breaches any term of this Agreement, provided the breach continues for a period of _____ (number) days after the Executive receives written notice of that breach from the Board; or 6. The Board of Governors of the Federal Reserve System, the Comptroller of the Currency or the Board of Directors of the Federal Deposit Insurance Corporation orders the Executive removed from office pursuant to authority granted by applicable law. D. By Executive For Good Reason. The Executive may terminate, without liability, the Period of Employment for Good Reason (as defined below) on _____ (number) days' advance written Notice of Termination to the Bank. The Bank must pay the Executive the compensation to which he is entitled pursuant to Section II, including the Executive's maximum bonus under the Bonus Plan accrued to the date of termination, through the end of the _____ (number) - day notice period, unless otherwise provided in any applicable compensation plan or Bonus Plan. In addition, the Executive is entitled to severance pay on the date of Termination in an amount equal to the sum of: (i) the Executive's full Base Salary; (ii) an amount equal to the maximum bonus to which the Executive would have been entitled under the Bonus Plan had the Executive remained employed for an additional one year past the date of termination; and (iii) an amount equal to the automobile allowance payable to the Executive during the one-year period immediately preceding the termination; provided, however, that such severance payment does not exceed the amount allowable as a federal income tax deduction to the Bank pursuant to 26 U.S.C.A. § 280G of the Internal Revenue Code. All obligations of the Bank under this Agreement will then terminate. Good reason exists if: (i) there is an assignment to the Executive of any duties materially inconsistent with or which constitute an adverse material change in the Executive's position, duties, responsibilities, or status with the Bank, or an adverse material change in the Executive's reporting responsibilities, title, or offices; or removal of the Executive from or failure to reelect the Executive to any of such positions, except in connection with the termination of the Period of Employment for Cause, or due to disability, early or normal retirement as defined by the Bank's pension plan, death, or termination of the Period of Employment by the Executive other than for Good Reason; (ii) there is a reduction by the Bank in the Executive's annual salary then in effect other than a reduction similar in percentage to a reduction generally applicable to Executives of the Bank; (iii) the Bank acts in any way that would adversely affect the Executive's participation in or materially reduce the Executive's benefit under any benefit plan of the Bank in which the Executive is participating or deprives the Executive of any material fringe benefit enjoyed by the Executive except those changes generally affecting similarly situated executives of the Bank; or (iv) the Bank reduces the number of paid vacation days to which the Executive is then entitled. E. Termination Without Cause. If the Bank terminates the Period of Employment without cause, the Bank must pay the Executive the compensation to which he is entitled pursuant to Section II , including the Executives' maximum bonus under the Bonus Plan accrued to the date of termination, through the end of the _____ (number) - day notice period, unless otherwise provided in any applicable compensation plan or Bonus Plan. In addition, the Executive is entitled to severance pay on the date of termination as though the Executive had terminated employment under Paragraph D above, provided such severance payment does not exceed the amount allowable as a federal income tax deduction to the Bank, pursuant to 26 U.S.C.A. § 280G of the Internal Revenue Code. All obligations of the Bank will then terminate. F. Liquidated Damages; Requirement of Mitigation. The Bank and the Executive acknowledge that it would be impractical or extremely difficult to fix the Executive's actual damages in the case of a termination pursuant to Paragraph E , and, therefore, in the event of such termination and notwithstanding any other provision of this Agreement, the Bank must pay the Executive liquidated damages in an amount equal to (i) the sum of: 1. The Executive's full Base Salary; 2. An amount equal to the maximum bonus to which the Executive would have been entitled under the Bonus Plan had the Executive remained employed for an additional one year past the date of termination; and 3. An amount equal to the automobile allowance payable to the Executive during the one-year period immediately preceding the termination of the Period of Employment; reduced by (ii) any severance pay received by the Executive pursuant to Paragraph D or E. The Executive is required to mitigate the liquidated damages payable pursuant to this paragraph. The Bank and the Executive agree that the amounts provided for in this Section represent a reasonable effort by the parties to establish fair compensation for the losses that might result from such termination and are not imposed as a penalty. G. Termination Obligations . 1. The Executive acknowledges and agrees that all personal property, including, but not limited to, all books, manuals, records, reports, notes, contracts, lists, and other documents, Proprietary Information (as defined below), and equipment furnished to or prepared by the Executive in the course of or incident to his employment, including, but not limited to, records and any other materials pertaining to Invention Ideas (as defined below), belong to the Bank and must be promptly returned to the Bank on termination of the Period of Employment. 2. Upon termination of the Period of Employment, the Executive will be deemed to have resigned from all offices and directorships then held with the Bank. 3. The representations and warranties contained here survive termination of the Period of Employment; the Executive's obligations under Section III , Paragraph G, and Section IV survive the expiration of this Agreement. H. Notice of Termination. Any termination of the Executive's employment by the Bank or by the Executive, except pursuant to Paragraph A of this Section III , must be communicated by a Notice of Termination, which for the purposes of this Agreement means a written notice to the other party indicating the specific termination provision in this Agreement relied on and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. IV. Proprietary Information A. Defined. Proprietary Information is all information and any idea in whatever form, tangible or intangible, pertaining in any manner to the business of the Bank or any Affiliated Company unless: (i) the information is or becomes publicly known through lawful means; (ii) the information was rightfully in the Executive's possession or part of his general knowledge prior to his employment by the Bank; or (iii) the information is disclosed to the Executive without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and did not learn of it, directly or indirectly, from the Bank. B. General Restrictions on Use. The Executive agrees to hold all Proprietary Information in confidence and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove from the Bank's premises any Proprietary Information (or remove from the premises any other property of the Bank), except: (i) during the Period of Employment to the extent necessary to carry out the Executive's responsibilities under this Agreement; and (ii) after termination of the Period of Employment as specifically authorized in writing by the Board. C. Interference with Business; Competitive Activities. The Executive acknowledges that the pursuit of the activities forbidden by this Section would necessarily involve the use or disclosure of Proprietary Information in breach of Paragraph B above, but that proof of such breach would be extremely difficult. To forestall such disclosure, use, and breach, and in consideration of the employment under this Agreement, the Executive agrees that for a period of ____ (number) years after termination of the Period of Employment, he may not, for himself or any third party, directly or indirectly divert or attempt to divert from the Bank any business of any kind in which it is engaged, including, but not limited to, the solicitation of or interference with any of its suppliers or customers, unless the Executive can prove that any action taken in contravention of this Section was done without the use in any way of Proprietary Information. D. Remedies. Nothing in this Section is intended to limit any remedy of the Bank available under law. V. Executive Acknowledgment The Executive acknowledges: (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Bank; and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. VI. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If 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 the expungement of the invalid provision. VII. No Waiver The failure of either party to this Agreement 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 subsequently 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. VIII. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ____________. VIX. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. X. Attorney’s Fees In the event that any lawsuit 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 fees. XI. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XII. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XIII. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XIV. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XV. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. _____________________________ (Name of Bank) ________________________ By:______________________________________ (P rinted name) (P rinted name & Office in Bank ________________________ ___________________________ (Signature of Executive) (Signature of Officer)