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Banc - Resignation Agreement (james A. Taylor, JR.)
EXHIBIT 10-4
AGREEMENT
THIS AGREEMENT (this "Agreement") is entered into as of the 24th day of January, 2005 by and between James A. Taylor, Jr. ("Executive") and The Banc Corporation, a Delaware corporation (the "Parent").
W I T N E S S E T H:
WHEREAS, Executive is employed by the Parent as President and Chief Operating Officer, pursuant to that Employment Agreement dated September 19, 2000, attached hereto as Exhibit A (the "Contract") and is a director of The Bank, a wholly owned subsidiary of the Parent (the "Bank");
WHEREAS, a group of potential investors led by C. Stanley Bailey, an experienced banking executive (the "New Management Team"), has approached the Parent with a proposal that includes a new strategic plan for the Parent, a significant equity infusion and the employment of the New Management Team (the "Proposal");
WHEREAS, the Proposal was presented to the Parent's Board of Directors (the "Board") and the Board referred the Proposal to an independent special committee (the "Committee") for consideration;
WHEREAS, the Committee and the Board have employed the New Management Team and adopted the Proposal, and the transactions contemplated by the Proposal have been closed;
WHEREAS, this has resulted in the Executive's losing all current positions with the Parent and the Bank other than as expressly set forth below;
WHEREAS, the Parties hereto agree that this entitles the Executive to certain rights and benefits under the Contract;
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WHEREAS, the meaning of certain of the Contract's provisions for the terms, conditions, extent and timing of certain of those rights and benefits could be the subject of differing constructions and the Parties hereto seek to resolve any ambiguities or potential disagreements; and
WHEREAS, Executive and the Parent desire to fully settle, compromise and resolve forever all claims, disputes, and potential claims related to the Contract.
NOW, THEREFORE, in consideration of the premises, the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
1. RESIGNATION OF EMPLOYMENT. Other than as a director of the Parent, as requested, the Executive hereby resigns, effective immediately, all positions, whether as director, officer, trustee or otherwise, that he currently holds with the Parent, the Bank, and any companies, plans or trusts affiliated with or sponsored by either.
2. EMPLOYMENT. The Parent agrees that it will maintain the Executive in its employ to the extent, but only to the extent, necessary for Executive to be able to exercise any stock options to purchase stock of the Parent for the full term of such option.
3. PAYMENT AND OTHER BENEFITS.
(a) In lieu of any payments that Executive would be entitled pursuant to Subsection 4(c)(i) of the Contract, the Executive will receive $1,382,872.17 (less any required withholding).
(b) The Executive will continue to be entitled to the insurance benefits as provided in Subsection 4(c)(iii) of the Contract; and the restrictions on his outstanding incentive awards shall lapse and shall become vested and exercisable during the full term of such award (so long as Executive continues to be employed by the Parent) and his benefits under deferred compensation arrangements shall become 100% vested as provided in Subsection 4(c)(iv) of the Contract including the stock in his ESOP account.
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(c) The payments and benefits for which provision is made in subparagraphs (a) and (b) above are absolute, subject to no contingencies and will survive the Executive's death or disability.
4. COVENANTS OF EXECUTIVE.
(a) General. Executive agrees that for so long as he has any rights or obligations under this Agreement, he shall continue to conduct himself in a professional manner that is supportive of the business of the Parent and the Bank. Without limiting the generality of the foregoing, Executive shall provide reasonable cooperation in communicating with investors and employees regarding the transition to the New Management Team.
(b) Confidential Information. Without limiting the foregoing, Executive shall not, at any time use or disclose any Confidential Information of the Parent or the Bank, except in fulfillment of obligations hereunder, for so long as the pertinent information or data remain Confidential Information, whether or not the Confidential Information is in written or tangible form. "Confidential Information" shall mean any information, including but not limited to technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, information on customers, or a list of actual or potential customers or suppliers, which: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
(c) SEC Reporting/Insider Trading Compliance. Executive will cooperate with the Parent by providing information with respect to all reports required to be filed by the Parent with the Securities and Exchange Commission as they relate to required information with respect to Executive. Further, Executive will remain in compliance with the terms of the Parent's insider trading program, as such program is applicable to him following the date hereof, with respect to purchases and sales of the Parent's stock.
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(d) Noncompetition.
(i) So long as Executive is receiving any benefits under this
Agreement, or is providing services to the Parent or the Bank, whether
as a director, consultant, employee or otherwise, except as
contemplated by Section 2 of this Agreement, then: Executive agrees
that he shall not, individually or as an employee, consultant, partner,
officer, director or shareholder or in any other capacity whatsoever of
or for any person, firm, partnership, or corporation other than the
Parent, the Bank or affiliates of either, work as an employee or
consultant of a financial institution whose deposits are...
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