Exhibit
10.11

 

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.










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Exhibit
10.11



 

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.





a.  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.

 

b.  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.

 

c.  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.

 

d.  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.










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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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Exhibit
10.11



 

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 valu-able to the Bank's business and that the Bank would suffer
irreparable injury if this information were publicly disclosed. There-fore, 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, or to which the Executive has access, during employment by
the Bank, that has not been publicly disclosed by the Bank. The Proprietary
Information covered by this Agreement shall include, but shall not be limited
to, information relating to any financial information, processes, pricing,
plans, devices, compilations of information, technical data, mailing lists,
methods of distributing, names of sup-pliers, and customers, arrangements
entered into with suppliers, vendors, and customers, marketing strategies, and
other trade secrets of the Bank.




The
provisions and agreements entered into herein shall survive the term of the
Employee's employment to the extent reasonably necessary to accomplish their
purpose in protecting the interests of the Bank in any Proprietary Information
disclosed to, or learned by the Executive while employed.




14. The
Executive expressly represents that he has no agreements with, or obligations
to, any party which conflict, or may conflict, with the inter-ests of the Bank
or with the Executive's duties as an employee of the Bank.

 







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Exhibit
10.11



 

15. The
Executive acknowledges and agrees that in exchange for the execution of the
noninterference agreement set forth above, the Executive will receive
substantial, valuable consideration including: (i) confidential trade secret and
proprietary information relating to the identity and special needs of the Bank's
current and prospective customers, the Bank's current and prospective services,
the Bank's business projections and market studies, the Bank's business plans
and strategies, the Bank's studies and information concerning special services
unique to the Bank; (ii) employment; and (iii) compensation and benefits as
described in this Agreement. The Executive acknowledges and agrees that this
constitutes fair and adequate consideration for the execution of the
noninterference agreement set forth above.




16. In
consideration for the above-recited valuable consideration, the Executive
understands and agrees that during the continuation of this Agreement and for a
period of one year following the termination of this Agreement by either party,
for whatever reason (both of which periods shall collectively be referred to as
the ("Restricted Period")), the Executive will not be or become engaged in any
way (directly or indirectly), as an individual proprietor, beneficiary, trustee,
owner, partner, stockholder, officer, director, Executive, investor, lender,
sales representative, or in any other capacity, whatsoever, in any activity or
endeavor which competes or conflicts with the Bank's business or the business of
the Bank or the business of any of their respective affiliates (if any), as such
business has been conducted during the years of the Executive's employment with
the Bank, within a geographic range of thirty (30) miles of any office of the
Bank, or its affiliates (if any), whether such office is now existing or
hereinafter established during the term of this Agreement. It is the parties'
desire that these restrictions be enforced to the fullest extent allowed by
law.




17. It is
hereby further agreed by the parties that if the noncompetition covenants
contained in this NONINTERFERENCE section should be held by any court or other
constituted legal authority to be void or otherwise unenforceable in any
particular area or jurisdiction despite those modifications outlined above, then
the parties shall consider this Agreement to be amended and modified in that
particular area or jurisdiction so as to eliminate therefrom any part of or the
entire covenant that the particular area or jurisdiction finds void or otherwise
unenforceable, but as to all other areas and jurisdictions covered by this
Agreement, the noncompetition covenants contained herein shall remain in full
force and effect as originally written.




18. If
Executive is found to have violated any of the provisions of this Section D,
Executive agrees that the restrictive period of each covenant so violated shall
be extended by a period of time equal to the period of violation by him. Nothing
in this Paragraph shall reduce or abrogate the Executive's obligations under any
other section this Agreement.










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E.
REMEDIES




19. In the
event that the Executive violates any of the provisions set forth in this
Agreement relating to NONINTERFERENCE, the Executive acknowledges and agrees
that the Bank may suffer immediate and irreparable harm. Consequently, the
Executive acknowledges and agrees that the Bank shall be entitled to immediate
injunctive relief, either by temporary or permanent injunction, to prevent such
a violation.




F.
TERMINATION




20.  The
Executive acknowledges and agrees that the Board of Directors of the Bank
reserves the right to terminate this Executive Agreement, for any reason, by
providing the Executive with thirty (30) days' written notice of the
termination, delivered in person, or by certified U.S. mail to the Executive's
last known address reflected in the Bank's personnel records. Such notice shall
be effective upon personal delivery or three days after mailing by certified
mail. However, if the Agreement is terminated at the Bank's insistence without
Good Cause, as defined in this Agreement, the Bank covenants and agrees to
provide the Executive with the severance set forth
in paragraph twenty-nine (29) of this Agreement. 




21. The
Executive acknowledges and agrees that the Bank may terminate this Agreement at
any time, without notice, for any "Good Cause" defined as the
following:





	a.  	
      In
      the event the Executive violates any provision of this Agreement or is
      grossly negligent in the performance of his duties hereunder in the
      reasonable judgment of the Board, and fails to cure such violation or the
      effects of such gross negligence within a reasonable period after written
      notice to the Executive by the Bank specifying in reasonable detail the
      alleged violation;








	b.  	
      The
      determination of the Board of Directors of the Bank in the exercise of its
      reasonable judgment, that (i) the Executive has failed to follow the
      policies adopted by the Board of Directors and fails to cure such breach
      or violation within a reasonable period after written notice to Executive
      by the Bank specifying in reasonable detail the alleged breach or
      violation or (ii) that Executive has engaged in such actions or omissions
      that would constitute unsafe or unsound banking
  practices;








	c.  	
      In
      the event the Executive is convicted of a felony, or a misdemeanor
      involving moral turpitude;













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Exhibit
10.11



 


	d.  	
      In
      the event the Executive engages in gross misconduct in the course and
      scope of his employment with the Bank including indecency, immorality,
      gross insubordination, dishonesty, unlawful harassment, use of illegal
      drugs, or fighting;








	e.  	
      In
      the event the Bank determines, in good faith, that the Executive’s job
      performance is substantially unsatisfactory, and has given the Executive
      notice of such determination and a reasonable opportunity to correct such
      unsatisfactory performance; or








	f.  	
      In
      the event the Executive is prohibited from engaging in the business of
      banking by any governmental regulatory agency having jurisdiction over the
      Bank.







22. The Bank
acknowledges and agrees that the Executive reserves the right to terminate this
Agreement at any time, for any reason, with or without cause, by providing
thirty (30) days written notice, by personal delivery or certified United States
mail, to the Bank at its principal business address of the Executive's intention
to terminate this Agreement. Such notice shall be effective upon personal
delivery or three days after mailing by certified mail.




23. The
Executive acknowledges and agrees that in the event of the Executive's death,
this Agreement will terminate immediately, without notice, on the date of the
Executive's death. The Executive acknowledges and agrees that, in the event of
his death, the Bank will pay to the Executive's estate all compensation due and
owing through the date of the Executive's death.




24. The
Executive acknowledges and agrees that this Agreement will terminate
immediately, without notice, in the event the Executive becomes physically or
mentally disabled, as defined by 29 C.F.R. § 1630.2(g)(1), and cannot
perform the essential functions of his position, with or without reasonable
accommodation for the period designated by the Executive's disability insurance
after which disability payments will begin.




25. The
Executive acknowledges and agrees that in the event of termination of this
Agreement, for whatever reason, whether at the insistence of the Executive or at
the insistence of the Bank, the Executive will return to the Bank within
seventy-two (72) hours of the time when notice of termination is communicated by
either party, or sooner if requested by the Bank, any and all equipment,
literature, documents, data, information, order forms, memoranda,
correspondence, customer and prospective customer lists, customer's orders,
records, cards or notes acquired, compiled or coming into the Executive's
knowledge, possession or control in connection with his activities as an
employee of the Bank, as well as all machines, parts, equipment or other
materials received from the Bank or from any of its customers, agents or
suppliers, in connection with such activities.










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Exhibit
10.11



 

G.
CHANGE
IN CONTROL




26. The
parties acknowledge that the Executive has agreed to assume the position of
Executive Vice President and Chief Credit Officer and to enter into this
Agreement based on his confidence in the current owners of the Bank and the
direction of the Bank provided by the current Board of Directors. If the Bank
should undergo a "Change of Control," as defined below, then the Executive, at
his option, may notify the Bank at any time within sixty (60) days following
such Change of Control, by personal delivery or certified U.S. mail, that he
intends to terminate this Agreement based upon the Change of Control. Notice of
termination shall be effective upon delivery or three (3) days after mailing by
certified mail.




27. In the
event that the Executive elects to terminate this Agreement based upon a Change
in Control, the Bank agrees and acknowledges that the Executive (or his
Beneficiaries, if applicable) shall have the right to receive a cash lump sum
payment equal to 99% of his Base
Amount as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as
amended (“Code”) paid by
the Bank upon a “Triggering Termination,” which shall mean the Executive’s
termination of employment with the Bank on or within two (2) years after a
Change in Control. The Bank shall make payment within thirty (30) days of the
Triggering Termination date. In the event that the Executive is entitled to any
payment under Section H, no payment shall be due under this Section
G.




In the
event that any compensation payable under this Agreement is determined to be a
“parachute payment” subject to the excise tax imposed by Section 4999 of the
Code or any successor provision (the "Excise Tax"), the Bank agrees to pay to
the Executive an additional sum (the "Gross Up") in an amount such that the net
amount retained by the Executive, after receiving both the payment and the Gross
Up and after paying: (i) any Excise Tax on the payment and the Gross Up, and
(ii) any federal, state, and local income taxes on the Gross Up, is equal to the
amount of the payment.




For
purposes of determining the Gross Up, the Executive shall be deemed to pay
federal, state, and local income taxes at the highest marginal rate of taxation
in his filing status for the calendar year in which the payment is to be made
based upon the Executive’s domicile on the date of the event that triggers the
Excise Tax. The determination of whether such Excise Tax is payable and the
amount of such Excise Tax shall be based upon the opinion of tax counsel
selected by the Bank, subject to the reasonable approval of the Executive. If
the Internal Revenue Service does not finally accept such opinion, then
appropriate adjustments shall be calculated (with additional Gross Up determined
based on the principals outlined in the previous paragraph, if applicable) by
such tax counsel based upon the final amount of Excise Tax so determined
together with any applicable penalties and interest. The final amount shall be
paid, if applicable, within thirty (30) days after such calculations are
completed, but in no event later than April 1st of the
year following the event that triggers the Excise Tax. Such compensation shall
be payable in equal disbursements in accordance with the Bank's ordinary payroll
policies and procedures.










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Exhibit
10.11



 

28. As used
in this Agreement, a "Change of Control" shall be deemed to have occurred in any
of the following instances:





	 	
      a.
	
      the
      Company or the Bank is merged or consolidated with another corporation and
      as a result of such merger or consolidation less than twenty percent (20%)
      of the outstanding voting securities (on a fully diluted basis) of the
      surviving or resulting corporation are owned in the aggregate by the
      former shareholders of the Company;








	b.  	
      the
      Company or the Bank sells all or substantially all of its assets to
      another corporation;




 


	c.  	
      (i)
      any person or group within the meaning of the Securities Exchange Act of
      1934, as amended (the “Securities Exchange Act”), including without
      limitation existing shareholders of the Company, acquires or otherwise
      becomes the owner of twenty (20%) or more of the outstanding voting
      securities of the Company and (ii) if such Person causes, encourages or
      otherwise provides for an employee, officer, representative or agent of
      such Person to be elected to the Board.; or







Notwithstanding
the foregoing, a Change in Control shall not be deemed to have occurred if a
Person (as defined by the Securities Exchange Act) becomes a beneficial owner,
directly or indirectly, of securities representing twenty percent (20%) or more
of the combined voting power of the Company’s then outstanding securities solely
as a result of an acquisition by the Company of its own voting securities which,
by reducing the number of shares outstanding, increases the proportionate number
of shares beneficially owned by such Person.





	d.  	
      During
      any period of two consecutive years, individuals who, at the beginning of
      such period constituted the members of the Board of Directors of the Bank,
      cease for any reason to constitute at least a majority of such Board of
      Directors, unless the election, or the nomination for election by the
      Company’s shareholders, of each new Director was approved by a vote of at
      least two-thirds of the Directors still in office who were Directors at
      the beginning of the period; provided, however, that no individual shall
      be considered a member of the Board of Directors of the Company at the
      beginning of such period if such individual initially assumed office as
      the result of either an actual or threatened election contest or proxy
      contest.













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Exhibit
10.11



 

Furthermore,
notwithstanding anything contained herein to the contrary, if the Executive’s
employment is terminated and he reasonably demonstrates that such termination
was at the request of a third party who has indicated an intention of taking
steps reasonably calculated to effect a Change in Control and who effects a
Change in Control, or such termination otherwise occurred in connection with, or
in anticipation of, a Change in Control which actually occurs, then for all
purposes hereof, a Change in Control shall be deemed to have occurred on the day
immediately prior to the date of such termination of his
employment.




H.
SEVERANCE




29. The
Executive and the Bank acknowledge and agree that, if the Bank terminates
Executive’s employment at any time prior to a Change in Control for any reason
other than Good Cause, as defined in this Agreement, the Executive shall be
entitled to severance pay to be paid in accordance with the normal payroll
procedure of the Bank. Such severance pay shall be equal to the base salary that
would have been due the Executive had he remained employed for the remaining
term of this Agreement, but in no event less than one year’s base salary. In the
event that the Executive is entitled to any payment under Section G, no payment
shall be due under this Section H. 

 

I.
SEVERABILITY




30. The
Executive acknowledges and agrees that each covenant and/or provision of this
Agreement shall be enforceable independently of every other covenant and/or
provision. Furthermore, the Executive acknowledges and agrees that, in the event
any covenant and/or provision of this Agreement is determined to be
unenforceable for any reason, the remaining covenants and/or provisions will
remain effective, binding and enforceable.










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Exhibit
10.11



 

J.
WAIVER




31. The
parties acknowledge and agree that the failure of either to enforce any
provision of this Agreement shall not constitute a waiver of that particular
provision, or of any other provisions of this Agreement.




K.
SUCCESSORS
AND ASSIGNS




32. The
Executive acknowledges and agrees that this Agreement may be assigned by the
Bank to any successor-in-interest and shall inure to the benefit of, and be
fully enforceable by, any successor and/or assignee; and this Agreement will be
fully binding upon, and may be enforced by the Executive against, any successor
and/or assignee of the Bank.





	33.  	
      The
      Executive acknowledges and agrees that his obligations, duties and
      responsibilities under this Agreement are personal and shall not be
      assignable, and that this Agreement shall be enforceable by the Executive
      only. In the event of the Executive's death, this Agreement shall be
      enforceable by the Executive's estate, executors and/or legal
      representatives, only to the extent provided
herein.










L.
CHOICE
OF LAW




34. Both
parties acknowledge and agree that the law of the state of Texas will govern the
validity, interpretation and effect of this Agreement, and any other dispute
relating to, or arising out of, the employment relationship between the Bank and
the Executive.




M.
MODIFICATION




35. Both
parties acknowledge and agree that this Agreement and the stock option plan and
stock grants set forth in Paragraph 3.f. of this Agreement constitute the
complete and entire agreement between the parties regarding the employment of
Executive; that the parties have executed this Agreement based upon the express
terms and provisions set forth herein; that the parties have not relied on any
representations, oral or written, which are not set forth in this Agreement;
that no previous agreement, either oral or written, shall have any effect on the
terms or provisions of this Agreement; and that all previous agreements, either
oral or written, are expressly superseded and revoked by this
Agreement.





	36.  	
      Both
      parties acknowledge and agree that the covenants and/or provisions of this
      Agreement may not be modified by any subsequent agreement unless the
      modifying agreement; (i) is in writing; (ii) contains an express
      provision referencing this Agreement; (iii) is signed by the
      Executive; and (iv) is approved by a disinterested majority of the
      Board of Directors of the Bank.













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Exhibit
10.11



 

N.
INDEMNIFICATION




37. During
the term of this Agreement, the Company and the Bank shall indemnify the
Executive against all judgments, penalties, fines, amounts paid in settlement
and reasonable expenses (including, but not limited to, attorneys' fees)
relating to his employment by the Bank to the fullest extent permissible under
the law, including, without limitation, the National Banking Act, Article 2.02-1
of the Texas Business Corporation Act, the Company’s Articles of Incorporation,
and the Bank's Articles of Association, and may purchase such indemnification
insurance as the Board of Directors may from time to time
determine.




O.
ARBITRATION




38. Any
dispute, controversy, or claim arising out of or relating to this Agreement or
breach thereof, or arising out of or relating in any way to the employment of
the Executive or the termination thereof, shall be submitted to arbitration in
accordance with the Employment Dispute Arbitration Rules of the American
Arbitration Association. Judgment upon the award rendered by the arbitrator may
be entered in any court of competent jurisdiction. In reaching his or her
decision, the arbitrator shall have no authority to ignore, change, modify, add
to or delete from any provision of this Agreement, but instead is limited to
interpreting this Agreement. Notwithstanding the arbitration provisions set
forth in this Agreement, the Executive and the Bank acknowledge and agree that
nothing in this Agreement shall be construed to require the arbitration of any
claim or controversy arising under the NONINTERFERENCE section of this
Agreement. These provisions shall be enforceable by any court of competent
jurisdiction and shall not be subject to this section of the Agreement. The
Executive and the Bank further acknowledge and agree that nothing in this
Agreement shall be construed to require arbitration of any claim for workers'
compensation or unemployment compensation.




P.
LEGAL
CONSULTATION




39. The
Executive and the Company acknowledge and agree that both parties have been
accorded a reasonable opportunity to review this Agreement with legal counsel
prior to executing the agreement.




Q.
MISCELLANEOUS




40. The
Executive shall make himself available, upon the request of the Bank, to testify
or otherwise assist in litigation, arbitration, or other disputes involving the
Bank, or any of the directors, officers, employees, subsidiaries, or parent
corporations of either, at no additional cost during the term of this Agreement
and at any time following the termination of this Agreement.










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Exhibit
10.11



 

41. The
Executive shall not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise, nor shall the
amount of any payment provided for in this Agreement be reduced by any
compensation earned by the Executive as the result of employment by another
employer after the date of termination, or otherwise.




42. In the
event either party institutes arbitration or litigation to enforce or protect
its rights under this Agreement, the prevailing party in such arbitration or
litigation shall be entitled, in addition to all other relief, to reasonable
attorneys fees, out-of-pocket costs, disbursements, and arbitrator's fees
relating to such arbitration or litigation.




43. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which shall together constitute
one and the same Agreement.




R.
NOTICES




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:




First
Metroplex Capital, Inc.

President

15950
Dallas Parkway, Suite 525

Dallas,
TX 75248

 







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Exhibit
10.11



 

EXECUTED
ON THIS DATE FIRST WRITTEN ABOVE IN DALLAS, TEXAS.



	 	 	 “EXECUTIVE”
	 	 	 
	 WITNESS 	 	 Steven M. Jones
	 	 	 
	 	 	 “COMPANY”
	 	 	 
	 	 	 FIRST METROPLEX CAPITAL,
      INC.
	 	 	 
	 WITNESS 	 	 President



 

 






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