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EXECUTIVE EMPLOYMENT AGREEMENT MODIFICATION

Addendum or Modifications

EXECUTIVE EMPLOYMENT AGREEMENT MODIFICATION | Document Parties: T BANCSHARES, INC. | First Metroplex Capital, Inc | T Bancshares, Inc You are currently viewing:
This Addendum or Modifications involves

T BANCSHARES, INC. | First Metroplex Capital, Inc | T Bancshares, Inc

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Title: EXECUTIVE EMPLOYMENT AGREEMENT MODIFICATION
Date: 6/22/2011
Industry: Regional Banks     Sector: Financial

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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:

 

Steven M. Jones

3413 Brookshire Dr

Plano, TX 75075

 

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.

 

 

 

 

“EXECUTIVE

 

 

 

 

 

 

/s/ Patricia A. Worlock   

 

 

/s/ Steven M. Jones

 

WITNESS    

 

 

Steven M. Jones

 

 

 

 

 

 

 

 

 

 

“COMPANY”

 

 

 

 

 

 

 

 

 

T Bancshares, Inc.

 

 

 

 

 

 

/s/ Patrick Howard   

 

 

/s/ Patrick Adams

 

WITNESS 

 

 

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.

 

 

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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.

 

 

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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,


 
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