EXHIBIT 10.8
EXECUTIVE EMPLOYMENT
AGREEMENT
MODIFICATION
This
EXECUTIVE EMPLOYMENT AGREEMENT MODIFICATION ("Modification
Agreement") is made and entered into as of this 2nd day of October,
2007, by and between T Bancshares, Inc., a Texas corporation with
its principal office located at 16000 Dallas Parkway, Suite 125,
Dallas, Texas (hereafter the "Company"), and Steven M. Jones, a
resident of Texas (hereafter the "Executive").
WHEREAS , the Company and Executive entered into an
Executive Employment Agreement, (the “Original
Agreement”) dated February 4, 2004 and effective November 4,
2004, and
WHEREAS , the Company and Executive wish to modify
certain terms of the Original Agreement, and
WHEREAS , the Company desires and intends to cause the
Executive to continue to be employed at T Bank, N.A. as Plano
Market President pursuant to the terms and conditions set forth in
this Modification Agreement; and
WHEREAS , both the Company and the Executive have read
and understood the terms and provisions set forth in the Original
Agreement and this Modification Agreement, and have been afforded a
reasonable opportunity to review both agreements with their
respective legal counsel.
NOW,
THEREFORE , in
consideration of the mutual promises and covenants set forth in
this Agreement, the Executive and the Company agree to the
following modifications to the Original Agreement :
Section A.
DURATION , paragraphs one and two are herby deleted and
replaced with the following:
A.
DURATION
1. This
Agreement shall continue in full force and effect for a period
beginning on November 4, 2007 (the “Effective
Date”) and ending November 4, 2008 (“Expiration
Date”), subject to paragraph two (2) below.
2. Both
the Bank and the Executive acknowledge and agree that the parties
may agree to continue the employment relationship upon such terms
as they may mutually agree. This Agreement shall
automatically renew at the end of each one (1) year term for an
additional one (1) year term unless either party elects to
terminate this Agreement by sending written notice of non-renewal
at least thirty (30) days prior to the Expiration
Date. Both parties acknowledge and agree that, in the
event this Agreement does not renew, the employment of the
Executive shall automatically terminate on the Expiration Date
without any additional liability or obligation on the part of
either party, except for the provisions of Paragraphs 12, 13,16 and
18 which will survive the termination of this Agreement.
Section B.
COMPENSATION , paragraph 3.a. is herby deleted and replaced
with the following:
a. During
the first year following the Effective Date, the Bank agrees to
compensate the Executive on a salary basis of $150,000.00, payable
semi-monthly in equal amounts.
Section B.
COMPENSATION , paragraph 3. b. is herby deleted and replaced
with the following:
b. During
the term of this Agreement, it is anticipated that the Board of
Directors of the Bank or a delegated committee thereof will adopt
an incentive bonus plan related to Executive’s cost center
profitability. The Executive will be entitled to
participate in such plan. Executive shall also be
entitled to participate in any benefit programs applicable to all
employees of the Bank or to executive employees of the Bank in
accordance with Bank policy and the provisions of said benefit
programs.
Section B.
Compensation, paragraph 3.c. is herby deleted in its
entirety.
Section
C. RESPONSIBILITIES, paragraph 8 and 9 are
hereby deleted and replaced with the following:
8. The
Executive acknowledges and agrees that he shall be employed as
Plano Market President of the Bank. The Executive
covenants and agrees that he will faithfully devote his best
efforts and his primary focus to his positions with the
Bank.
9. The
Executive acknowledges and agrees that the duties and
responsibilities of the Executive required by his position as Plano
Market President are wholly within the discretion of its Board of
Directors and its Chief Operating Officer and Chief Credit Officer,
and may be modified, or new duties and responsibilities imposed by
the Bank's Board of Directors, at any time, without the approval or
consent of the Executive. However, these new duties and
responsibilities may not constitute immoral or unlawful
acts. In addition, the new duties and responsibilities
must be consistent with the Executive's role as Plano Market
President.
Section
R. NOTICES paragraph 44. is hereby deleted and
replaced with the following:
44. Any
and all notices of documents or other notices required to be
delivered under the terms of this Agreement shall be addressed to
each party as follows:
EXECUTIVE:
COMPANY:
T Bancshares,
Inc.
Chief Operating
Officer
16000 Dallas
Parkway, Suite 125
Dallas,
TX 75248
All other terms
and provisions of the Original Agreement remain unchanged and in
full force and effect.
EXECUTED ON
THIS DATE FIRST WRITTEN ABOVE IN DALLAS, TEXAS.
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“EXECUTIVE ”
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/s/ Patricia A.
Worlock
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/s/ Steven M.
Jones
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WITNESS
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Steven M.
Jones
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“COMPANY”
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T
Bancshares, Inc.
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/s/ Patrick
Howard
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/s/ Patrick
Adams
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WITNESS
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President
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EXECUTIVE EMPLOYMENT
AGREEMENT
This
EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and
entered into as of this 15th day of February, 2004, by and between
First Metroplex Capital, Inc., a Texas corporation with its
principal office located at 15950 Dallas Parkway, Suite 525,
Dallas, Texas (hereafter the "Company"), and Steven M. Jones, a
resident of Texas (hereafter the "Executive").
WHEREAS , the Company intends to charter a new national
banking association (the “Bank”) to be named “T
Bank” or some other name selected by the Board of Directors
(referred to herein as “Board” or “Board of
Directors”) of the Bank; and
WHEREAS , the Executive has considerable experience,
expertise and training in management related to banking and
services offered by the Company; and
WHEREAS , the Company desires and intends to cause the
Executive to be employed as Executive Vice President and Chief
Credit Officer of the Bank pursuant to the terms and conditions set
forth in this Agreement; 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 Agreement, the Executive and the Company agree as
follows:
A.
DURATION
1. This
Agreement shall continue in full force and effect for a period
beginning on the date (the “Effective Date”) the Bank
receives its charter from the Comptroller of the Currency (the
“Comptroller”) and begins business as a national
banking association and, subject to paragraph two (2) below, will
expire and terminate by its own terms three (3) years after the
Effective Date (“Expiration Date”).
2. Both
the Bank and the Executive acknowledge and agree that the parties
may agree to continue the employment relationship upon such terms
as they may mutually agree. This Agreement shall
automatically renew at the end of each three-year term for an
additional three (3) year term unless either party elects to
terminate this Agreement by sending written notice of non-renewal
at least thirty (30) days prior to the Expiration
Date. Both parties acknowledge and agree that, in the
event this Agreement does not renew, the employment of the
Executive shall automatically terminate on the Expiration Date
without any additional liability or obligation on the part of
either party, except for the provisions of Paragraphs 12, 13,16 and
18 which will survive the termination of this Agreement.
B.
COMPENSATION
3. All
payments of salary and other compensation to the Executive shall be
payable in accordance with the Bank's ordinary payroll and other
policies and procedures.
c. During
the first year following the Effective Date, the Bank agrees to
compensate the Executive on a salary basis of $120,000 annually,
payable semi-monthly in equal amounts.
d. Subsequent
to the first year following the original Effective Date, for the
remaining term of this Agreement the Executive's annual salary
shall be reviewed by the Bank's Board of Directors or a delegated
committee thereof as of the anniversary of the original Effective
Date of each year of the remaining term of this Agreement and
increased as a result of such review and to provide reasonable cost
of living adjustments, all in the discretion of the Board of
Directors, and when consistent with safe and sound banking
practices.
e. During
the term of this Agreement, it is anticipated that the Board of
Directors of the Bank or a delegated committee thereof will adopt
an executive incentive bonus plan. The Executive will be
entitled to participate in such plan. Executive shall be
paid an annual bonus of at least $30,000. Executive shall also be
entitled to participate in any benefit programs applicable to all
employees of the Bank or to executive employees of the Bank in
accordance with Bank policy and the provisions of said benefit
programs.
f. At
conclusion of the initial stock offering of the Company, the
Company shall grant to the Executive a number of options
exercisable within ten (10) years from the date of the grant of
such options. Such options, upon the grant of the
options, will enable the Executive to purchase 25,000 shares of the
Company’s common stock. The exercise price for the
stock options to be received by the Executive shall be Ten Dollars
($10) per share.
4. The
Bank and the Executive acknowledge and agree that the Bank shall
provide the Executive with an automobile allowance in the amount of
Eight Hundred Dollars ($800) each month. The Bank and
the Executive further acknowledge and agree that the Bank shall
provide the Executive a cellular phone and laptop computer for use
in the performance of his duties and obligations under this
Agreement. The Bank shall also reimburse the Executive
for all reasonable expenses, including, but not limited to, travel
expenses, lodging expenses, and meals and entertainment expenses,
that the Executive may incur in the performance of his duties and
obligations under this Agreement; provided, however, that the
Executive shall be required to submit receipts or other acceptable
documentation to the Cashier or other appropriate bank officer to
verify such expenses prior to any reimbursements.
5. The
Bank and the Executive acknowledge and agree that, subject to the
provisions of Paragraph 7 of this Agreement, the Executive shall be
entitled to receive as partial consideration for this Agreement,
and the Bank shall be obligated to provide employee and dependent
health insurance, dental insurance, sick leave and vacation, and
any additional benefits provided to all Bank employees all in
accordance with the Bank's employment policies.
6. The
Bank and the Executive acknowledge that, upon completion of the
Executive’s first year of employment following the Effective
Date, the Executive's compensation will be subject to an annual
review and adjustment by the Board of Directors of the Bank in
accordance with the terms of this Agreement, but in no event will
the Executive's salary, bonuses, vacation and car allowance be less
than the amounts set forth in Paragraphs 3 and 4 at any time
during the employment of the Executive pursuant to this
Agreement.
7. The
Executive acknowledges and agrees that any employee benefits
provided to the Executive by the Bank incident to the Executive's
employment are governed by the applicable plan documents, summary
plan descriptions or employment policies, and may be modified,
suspended or revoked at any time, in accordance with the terms and
provisions of the applicable documents.
C.
RESPONSIBILITIES
8. The
Executive acknowledges and agrees that he shall be employed as
Executive Vice President and Chief Credit Officer of the
Bank. The Executive covenants and agrees that he will
faithfully devote his best efforts and his primary focus to his
positions with the Bank.
9. The
Executive acknowledges and agrees that the duties and
responsibilities of the Executive required by his position as
Executive President and Chief Credit Officer of the Bank are wholly
within the discretion of its Board of Directors, and may be
modified, or new duties and responsibilities imposed by the Bank's
Board of Directors, at any time, without the approval or consent of
the Executive. However, these new duties and
responsibilities may not constitute immoral or unlawful
acts. In addition, the new duties and responsibilities
must be consistent with the Executive's role as Executive Vice
President or Chief Credit Officer of a financial
institution.
10. The
Executive acknowledges and agrees that, during the term of this
Agreement, he has a fiduciary duty of loyalty to the Bank, and that
he will not engage in any activity during the term of this
Agreement, which will or could, in any significant way, harm the
business, business interests, or reputation of the Bank or the
reputation of the Board of Directors.
11. The
Executive acknowledges and agrees that he will not directly or
indirectly engage in competition with the Bank at any time during
the existence of the employment relationship between the Bank and
the Executive, and the Executive will not on his own behalf, or as
another's agent or employee, engage in any of the same or similar
duties and/or Bank-related responsibilities required by the
Executive's position with the Bank, other than as an employee of
the Bank pursuant to this Agreement or as specifically approved by
the Board of Directors of the Bank.
D.
NONINTERFERENCE
12. The
Executive covenants and agrees that, for a period of one year
subsequent to the termination of this Agreement, whether such
termination occurs at the insistence of the Bank or the Executive,
the Executive shall not recruit, hire, or attempt to recruit or
hire, directly or by assisting others, any other employees of the
Bank, nor shall the Executive contact or communicate with any other
employees of the Bank for the purpose of inducing other employees
to terminate their employment with the Bank. For
purposes of this covenant, "other employees" shall refer to
employees who are still actively employed by or were employed by
the Bank within the prior year, or doing business with, the Bank at
the time of the attempted recruiting or hiring.
13. In
his position of employment, the Executive will be exposed to
confidential information and trade secrets (hereafter "Proprietary
Information") pertaining to, or arising from, the business of the
Bank, and its affiliates (if any). The Executive hereby
agrees and acknowledges that such Proprietary Information is unique
and valuable to the Bank's business and that the Bank would suffer
irreparable injury if this information were publicly
disclosed. Therefore, the Executive agrees to keep in
strict secrecy and confidence, both during and after the period of
his employment, any and all Proprietary Information that the
Executive acquires,