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Severance Agreement For Ceo

This is an actual contract by CB&T.

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Sectors: Banking
Effective Date: November 12, 1997
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SEVERANCE AGREEMENT FOR CHIEF EXECUTIVE OFFICER
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This SEVERANCE AGREEMENT FOR CHIEF EXECUTIVE OFFICER ("Agreement") is made and entered into as of this 12th day of November, 1997, by C B & T, INC. (together with its successors, the "Company") and JEFF GOLDEN (the "Executive").


WHEREAS, the Executive currently serves as Chief Executive Officer of the Company; and


WHEREAS, the Company is currently contemplating the sale of the Company; and


WHEREAS, the Company desires and intends to continue to employ the Executive as Chief Executive Officer of the Company and wishes to encourage the Executive to remain in such position during the negotiations for the sale of the Company; and


WHEREAS, both the Company and the Executive have read and understood the terms and provisions set forth in this Agreement, and have been afforded a reasonable opportunity to review this Agreement with their respective legal counsel.


NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Employment Agreement, the Executive and the Company agree as follows:


1. DURATION: This Agreement will remain in effect until (1) the termination of the Executive by the Company before a Change of Control of the Company (as hereafter defined); (2) the voluntary resignation of the Executive before a Change of Control of the Company; (3) the death or disability of the Executive before a Change of Control; or (4) October 31, 1999, if there has been no Change of Control of the Company before such date, whichever of the preceding four conditions occurs first.


2. CHANGE IN CONTROL: If the Company should undergo a "Change of Control," whose Effective Date is on or before October 31, 1999, and if the Executive remains in continuous service as Chief Executive Officer of the Company until the Effective Date of a Change of Control, and if the Executive is Terminated Without Good Cause on or after thirty-six (36) months of the Effective Date of a Change of Control, the parties agree as follows:


a. Compensation: Within thirty (30) days of the Termination Date, the Company will pay the Executive the following:


(1) A lump sum cash payment equal to the Severance Factor times the
Monthly Rate of Pay of the Executive as of the Effective Date of a Change
of Control; where


(2) The Severance Factor is the number 36 less the number of complete
months elapsing from the Effective Date of the Change of Control until the
Termination Date.


1


b. Definitions: For purposes of this Agreement, the terms "Change of Control," "Effective Date of Change of Control," "Monthly Rate of Pay," and "Termination Date," shall be defined the same as those definitions found in the C B &T, Inc. Employee Severance Pay Plan, As Effective October 31, 1997 (the "Plan"). The term "Termination without Good Cause" shall mean (a) the termination of the Executive's employment or a substantial reduction in his duties, salary or benefits, or the location at which he performs services, as in effect the day prior to the Effective Date of a Change of Control (b) which is for a reason other than those listed in the definition of a Termination for Cause under the Plan.


c. Tax Liability:
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