Employment And Noncompetition Agreement/G. Lackey

EXHIBIT 10.4


EMPLOYMENT AND NONCOMPETITION AGREEMENT


AGREEMENT made this 1st day of June 1999 by and between GLL & ASSOCIATES, INC., a North Carolina corporation (the "Company"), and GARY L. LACKEY ("Employee"). In consideration of the mutual covenants expressed herein, the parties agree for themselves, their heirs, successors and assigns, as follows:


WITNESSETH:


1. EMPLOYMENT. The Company hereby employs Employee, and Employee hereby accepts employment, upon the terms and conditions as set forth in this Agreement.


2. TERM. Employee's employment hereunder shall continue for an initial term beginning on the date hereof and ending on December 31, 2003 unless terminated sooner pursuant to the terms of this Agreement. After the initial term, Employee's employment hereunder shall terminate, unless otherwise expressly provided herein or unless extended by a writing executed by the parties hereto.


3. TERMINATION. (a) Employee's employment may be terminated by the Company, without advance notice (except as provided below in subclause (ii)), for Cause, which shall include (i) the commission of a wrongful act or acts by Employee that have or could have an adverse effect on the business, operations, financial condition or reputation of the Company, as determined by the Company in its discretion or (ii) the failure of Employee to perform diligently the duties required of him under this Agreement, as determined by the Company in its discretion, which failure has not been remedied, as determined by the Company in its discretion, within 30 days after the Company has given notice of such failure to Employee. Employee's employment under this Agreement may be terminated by the Company at any time for any reason and without cause. In the event that Employee's employment hereunder is terminated by the Company other than for a reason set forth in the first sentence of this Paragraph 3, the Company shall, for the remainder of the current term of this Agreement, pay to Employee his salary and bonus (as set forth in Paragraph 4) under this Agreement; otherwise the Company shall have no further payment obligations hereunder after such date of termination.


(b) If Employee becomes "permanently disabled," the Company may give notice to Employee of such fact and upon such notice, his employment hereunder shall be terminated. For purposes of this Agreement, Employee shall be deemed "permanently disabled" if he suffers a physical or mental condition that prevents him from performing the material and substantial duties of his employment, as determined in accordance with the terms and conditions of the long-term disability insurance plan maintained by the Company for the benefit of Employee, or if Employee is not covered by such a plan, in accordance with guidelines adopted for such circumstances by the Company's Board of Directors to be consistently applied among similarly situated employees, and such disability has continued uninterrupted for six months. This Agreement shall terminate upon the death of the Employee.


Exhibit 10.4 Page 1 Bank of Granite Corporation, Form 10-K, December 31, 2000, Page 176


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4. COMPENSATION. As compensation for all services rendered by Employee pursuant to this Agreement, the Company shall pay Employee a monthly base salary of $10,000 and a monthly incentive payment. The formula for the calculation of the monthly incentive payment shall be determined annually by the Company based on goals and/or targets established by the Company for the calendar year. For the period beginning on the date hereof and ending on December 31, 1999, the incentive payment shall be calculated based on 3% of the first $1,000,000 of net operating income before income taxes and 10% of the net operating income before taxes in excess of $1,000,000. Net operating income before taxes is solely comprised of such income arising from the business of the Company and shall be calculated in accordance with generally accepted accounting principles consistently applied. All of such payments shall be made in accordance with the Company's general payroll policies then in effect.


5. BENEFITS AND PERQUISITES. During his term of employment hereunder, Employee shall be entitled to fringe benefits in accordance with the Company's general policies. In addition, during the term of the Employee's employment hereunder, the Company shall provide the Employee with the following:


(a) three weeks of vacation per year;


(b) $600 monthly automobile allowance;


(c) ...