|
|
|
|
Document Preview Employment Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Employment Agreement |
|||
|
Entities: |
||||
|
Date: |
2005 |
|||
|
Size: |
Preview shows 10KB of 62KB total |
|||
|
Price: |
$47 |
|||
|
ID: |
#836669 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of the 13th day of April, 2005 by and betweenFirst Charter Corporation ("First Charter"), a North Carolina corporation with its principal place of business in Charlotte, North Carolina, and Charles A. Caswell ("Executive"), an individual residing in Mecklenburg County, North Carolina (collectively defined and referred to as the "Parties").
WITNESSETH:
WHEREAS, Executive has previously worked for and is knowledgeable about the business and operations of financial services organizations and the customer, community and market base that they serve;
WHEREAS, First Charter desires to engage, confirm and solidify the position of Executive, and Executive desires to accept such employment as Executive Vice President, Chief Financial Officer and Treasurer of First Charter and its wholly owned subsidiary, First Charter Bank (the "Bank"), subject to the terms and conditions set forth in this Agreement;
WHEREAS, in order to induce Executive to accept and continue employment with First Charter and to enhance Executive's job security, First Charter desires to enter into this Agreement that will provide compensation to Executive in certain events, including but not limited to Executive's termination of employment following a change in control of First Charter, as hereinafter provided;
WHEREAS, as outlined in Executive's initial offer letter, because Executive will become familiar with and gain extensive knowledge regarding First Charter and Bank products, relationships, trade secrets and confidential information relating to First Charter, the Bank and their respective customers' business, products, processes and developments and will generate confidential information in the course of his duties, First Charter also wishes to protect its long-term interests by having Executive enter into certain non-disclosure and non-competition covenants set forth in this Agreement;
NOW, THEREFORE, in consideration of the terms contained herein, including Executive's employment with First Charter and the compensation, change in control, additional severance protections, and other benefits, terms and conditions set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, First Charter and Executive agree as follows:
1. Employment. First Charter agrees to employ Executive during the Employment Term (as defined in Section 4 below), and Executive hereby accepts such employment and agrees to serve First Charter and the Bank subject to the general supervision and direction of the President and Chief Executive Officer of First Charter (the "President").
2. Duties. During the Employment Term (as defined in Section 4 below), Executive shall be employed, and Executive hereby agrees to serve, as Executive Vice President, Chief Financial Officer and Treasurer of First Charter and the Bank. As such, Executive shall have
responsibilities, duties and authority reasonably accorded to, expected of, and consistent with Executive's position as an Executive Vice President, Chief Financial Officer and Treasurer of First Charter and the Bank and will report directly to the President. Executive shall also perform the duties and exercise the powers and functions that from time to time may be assigned or vested in him by the Board of Directors of First Charter (the "Board") and/or the Board of Directors of First Charter's subsidiaries in relation to: (i) First Charter; and/or (ii) any subsidiary or affiliated company of First Charter, including responsibility for the financial management and operations of the Bank.
Executive hereby accepts this employment upon the terms and conditions herein contained and agrees to devote substantially all of his business time, attention and best efforts to promote and further the business of First Charter and the Bank. Moreover, except as specifically authorized in advance by the Board, Executive shall not, during the Employment Term (as defined in Section 4 below), be engaged as an employee or otherwise in any other business or commercial activity pursued for gain, profit or other pecuniary advantage. Nothing in the foregoing limitations shall be construed as prohibiting Executive from making personal investments in such form or manner as will neither require his services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Sections 8 and 9 hereof, provided, however, that during the Employment Term (as defined in Section 4 below), Executive may not beneficially own the stock or options to acquire stock totaling more than 5% of the outstanding shares of any corporation or entity, or otherwise acquire or agree to acquire a significant present or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business or division thereof, that is engaged in Competitive Activity (as defined in Section 9 below) with First Charter and/or the Bank. The Parties, however, agree that such activities must not singly or in the aggregate prevent, unduly limit or materially interfere with Executive's ability to perform his duties and responsibilities to First Charter under this Agreement. During the Employment Term, Executive shall also:
a. Comply with, execute and fulfill all lawful requests, instructions, policies and regulations made by the President, the Board or their authorized agents, included but not limited to general First Charter and/or Bank policies, rules and regulations applicable to First Charter employees;
b. Faithfully and loyally serve First Charter and its subsidiaries and affiliated companies to the best of his ability and use his utmost endeavors to promote their interests in all respects;
c. Adhere faithfully to all applicable professional ethics and business practices, and follow and abide by all federal, state and municipal ordinances and laws relating to or regulating the business of First Charter and its subsidiaries and affiliated companies;
d. Specifically adhere to the terms of First Charter's Code of Business Conduct and Ethics,
2
e. Be fully and readily available to work on and perform his duties as assigned from time to time; and
f. Assist in the identification and transitioning of any successor to his position, as requested, pending the termination or end of his employment term as set forth in Section 4 below.
Notwithstanding the above duties, the President and/or the Board shall have the right to require Executive at any time during the Employment Term to carry out such special projects or functions commensurate with his abilities, employment position and status as Executive Vice President, Chief Financial Officer and Treasurer of First Charter and the Bank as the President and/or the Board shall in their absolute discretion determine. In addition, the Parties further acknowledge and agree that the President and/or the Board may in their absolute discretion suspend Executive from the performance of any duties, exclude him from any premises of First Charter or any First Charter subsidiary or affiliated company and/or temporarily reassign Executive's duties during any pending or immediately anticipated investigation or disciplinary action involving Executive and/or Executive's potential "Termination for Cause" (as defined in Section 5.f. below).
3. Compensation. For all services rendered by Executive during the Employment Term (as defined in Section 4 below), First Charter shall compensate Executive as follows:
a. Base Salary. During the Employment Term (as defined in Section 4 below), First Charter will pay Executive a bi-weekly base salary as compensation for Executive's services hereunder of $8,653.84, equivalent to $225,000.00 per year (the "Base Salary"), payable on a regular basis in accordance with First Charter's standard payroll procedures but not less than monthly, less applicable deductions required by law. On at least an annual basis thereafter during the Employment Term (as defined in Section 4 below), the Board will review Executive's performance in consultation with the President and, based upon the recommendations of the Compensation Committee of the Board (the "Compensation Committee"), may increase such Base Salary if, in its discretion, such adjustment is warranted, with any such adjustment to be effective beginning January 1 of the next following year.
End of Preview
Home Intelligence Services Subscriptions News About Us