Employment Agreement with Michael W. Sheffey



 






Exhibit 10.1




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered as of November 30, 2004 in
connection with the Agreement and Plan of Merger as of even date herewith (the “Merger
Agreement”), by and among Seacoast Banking Corporation of Florida, a Florida corporation (the
“Company”), First National Bank & Trust Company of the Treasure Coast, a national banking
association in Stuart, Florida (“First National”), and Century National Bank, a national
banking association in Orlando, Florida (“Century National”). The Merger Agreement
provides for, among other things, the merger (the “Merger”) of Century National with and
into First National or, if the Company so designates pursuant to the Merger Agreement, another
national bank subsidiary of the Company. The bank resulting from this Merger is called the
“Resulting Bank.” This Agreement is by and between Michael W. Sheffey (the
“Employee”) and First National (collectively, with its successors and assigns and the
Resulting Bank, the “Bank”). This Agreement and the Employee’s employment hereunder shall
commence upon the Merger’s “Effective Time,” as provided in the Merger Agreement.
Capitalized terms used but not defined herein shall have the respective meanings provided in the
Merger Agreement.



     WHEREAS, the Company and the Bank, as an inducement for and in consideration of their entry
into the Merger Agreement, desire to employ Employee as a Regional President of the Bank, and
Employee desires to serve in such position;



     WHEREAS, the Company, the Bank and the Employee seek to provide adequate assurances to each
other that Employee will commence and continue his employment with the Bank, and to set forth the
terms of Employee’s employment, and to provide for certain contingent payments upon the occurrence
of certain events, as hereinafter provided; and



WHEREAS, the Company, the Bank and the Employee desire to enter into this Agreement;




     NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which are acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:



Section 1. Employment.




     (a) Bank. The Bank shall employ Employee as a Regional President of the Bank with the
duties, responsibilities and powers of such office as assigned to him as of the date set forth
above and as customarily associated with such office, and Employee shall serve the Bank in such
capacities during the term of this Agreement.



     (b) Employee hereby represents, warrants and covenants to the Bank that he will be available
to commence his duties hereunder upon the Effective Time, and that this Agreement and his
performance of services hereunder does not breach or conflict with any other agreements or
instruments to which Employee is a party or may otherwise be bound, and that he shall faithfully
and diligently discharge his duties and responsibilities under this Agreement, and shall use his
full time best efforts to implement the policies established by the Board of Directors and the
Chief Executive Officer of the Bank.



 









 





     (c) During the term of this Agreement, Employee shall devote his full business time, energy
and skill to the business of the Bank, to the promotion of the interests of the Bank and to the
fulfillment of Employee’s obligations hereunder. Employee may devote time to charitable, community
and reasonable personal activities consistent with his obligations to the Bank.



Section 2. Term.




     The initial term of this Agreement shall be for a period of time that begins upon the
Effective Time and ends at the end of the calendar month immediately following the third
anniversary of the Effective Time, unless further extended by the mutual consent of the Bank and
Employee, or as may be sooner terminated as herein provided. Unless 90 days prior notice of
non-renewal is given by the Employee or the Bank (in each case, such notice to be given to the
other party) prior to the end of the initial term and any subsequent term hereof, this Agreement
shall automatically be renewed on the expiration of the initial term and annually (in each case,
for a period of one year) thereafter through the next succeeding one year anniversary of the
Agreement.



Section 3. Compensation and Benefits.




     The Bank shall pay or provide to Employee the following items as compensation for his service
hereunder:




	 	(i)  	A base salary of two hundred thousand and 00/100 Dollars ($200,000) per year,
payable in approximately equal monthly installments, which base salary may be increased
from time to time in accordance with normal business practices of the Bank;
	 
	 	(ii)  	Hospitalization insurance (including major medical), long-term disability
insurance, and life insurance in accordance with the Bank’s insurance plans and all
other benefits for similarly situated members of senior management, as such plans may
be modified from time to time; and
	 
	 	(iii)  	Reasonable club dues consistent with Company policy.





     The above-stated terms of compensation shall not be deemed exclusive or prevent Employee from
receiving any other compensation, including, without limitation, bonuses, provided by the Bank.
Employee shall be entitled to participate in all current and future employee benefit plans and
arrangements in which similarly situated members of the Bank’s senior management are permitted to
participate. To the extent that Employee also serves as an officer or employee of the Company, the
parties hereby understand and agree that the Company does not separately compensate its officers
who are also officers of the Bank, and no additional compensation will be payable by the Company
hereunder.



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Section 4. Termination.




     Employee’s employment under this Agreement shall terminate:




	 	(a)  	Death. Upon Employee’s death; or
	 
	 	(b)  	Disability. Upon notice from the Bank to Employee in the event
Employee becomes permanently disabled. For purposes of this Agreement, Employee shall
be deemed “permanently disabled” if he has been disabled by bodily or mental
illness, disease, or injury, to the extent that, in the opinion of the Board of
Directors of the Bank, he is prevented from performing his material and substantial
duties of employment, and provided further that such disability has continued
substantially for six (6) months preceding such notice. If requested by the Bank,
Employee shall submit to an examination by a physician selected by the Bank for the
purpose of determining or confirming the existence of extent of any disability; or
	 
	 	(c)  	Cause. Upon notice from the Bank to Employee for cause. For purposes
of this Agreement, “cause” shall be (i) a breach by Employee of his fiduciary
duties of loyalty or care to the Bank and/or its affiliates, including, without
limitation, the Company; (ii) a willful violation by Employee of any provision of this
Agreement; (iii) a conviction or the entering of a plea of nolo contendere by Employee
for any felony or any crime involving fraud, dishonesty or a breach of trust; (iv) a
breach of the Code of Ethics or similar policies of the Company and/or the Bank; (v)
commission by Employee of a willful or negligent act which causes material harm to the
Bank and/or its affiliates, including, without limitation, the Company; (vi) habitual
absenteeism, alcoholism or other form of drug or other addiction; (vii) any violation
of laws or regulations such that Employee ceases to be eligible to serve as an officer
of a depository institution or a depository institution holding company; or (viii)
Employee becomes ineligible to be bonded at costs consistent with the Bank’s other
similarly situated officers. In addition, if Employee shall terminate or give notice
of his termination of his employment for a breach of this Agreement by the Bank in
accordance with Section 4(e), and it is ultimately determined that no reasonable basis
existed for Employee’s termination on account of the alleged default of the Bank, such
event shall be deemed cause for termination by the Bank.
	 
	 	   	Any notice of termination of Employee’s employment with the Bank for cause shall set
forth, in reasonable detail, the facts and circumstances claimed to provide the
basis for termination of his employment under the provisions contained herein and
the effective date of termination (“Termination Date”); or
	 
	 	(d)  	Change in Control. Upon notice by Employee to the Bank following a
Change in Control, provided Employee terminates his employment within one (1) year
following the effective date of such Change in Control. For purposes of this
Agreement, a “Change in Control” shall be deemed to have occurred if:






	 	(i)  	the Bank or the Company shall become a direct
or indirect subsidiary




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	 	   	of, or shall be merged or consolidated with or into, another entity,
and either (A) such entity is not controlled by the Company or the
Bank, or (B) 51% or more of the voting power of the Bank’s or the
Company’s outstanding common stock is not held by persons who were
shareholders of the Bank or the Company immediately before such
transaction, subject to the limitations of subparagraph (iii) below;
	 
	 	(ii)  	substantially all of the assets of the Bank or
the Company shall be sold or transferred to a person or entity, and
either (A) such person or entity is not controlled by the Company or
the Bank, or (B) 51% or more of the voting power of the Bank’s or the
Company’s outstanding common stock is not held by persons who were
shareholders of the Bank or the Company immediately prior to the asset
sale, subject to the limitations of subparagraph (iii) below; or
	 
	 	(iii)  	any “person” (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) or
persons acting together or in concert who are not, as of the date
hereof, beneficial owners (individually or collectively) of 10% or more
of the common stock of the Company or the Bank, becomes the
“beneficial owner” (as defined in Rule 13(d) of the Securities
Exchange Act of 1934 as amended) of securities of the Bank or the
Company representing 45% or more of the voting power of any class or
series of the Bank’s or the Company’s then outstanding securities,
other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or the Bank; or






	 	(e)  	Breach by Bank. Upon notice from Employee to the Bank of the Bank’s
failure to comply with any material provision of this Agreement; provided, that the
Bank shall have thirty (30) days from the receipt of such notice to cure any such
failure under this Agreement. If such failure shall be cured within such period, or if
the Bank shall have taken steps to cure the failure within such period, Employee shall
have no right to terminate his employment under the provisions of this Section 4(e); or
	 
	 	(f)  	Change in Position or Duties. Upon notice from Employee to the Bank,
in the event that Employee is not elected and/or appointed as a Regional President of
the Bank with the duties and powers which are customarily associated with such office;
or
	 
	 	(g)  	Improper Termination by Company. Upon notice from Employee to the Bank
upon a purported termination of Employee’s employment by the Bank for cause if it is
ultimately determined that cause did not exist; or
	 
	 	(h)  	Expiration of Term. Upon the expiration of the term of this Agreement
as set forth in Section 2.




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	 	(i)  	Employee Resignation. Upon notice from the Employee to the Bank of the
resignation of Employee’s employment with the Bank.





Section 5. Compensation and Benefits Payable Upon Termination.





	 	(a)  	Upon Employee’s death, the Bank shall pay Employee’s full base salary in
accordance with the terms set forth in Section 5(c) below. In addition, the Bank shall
continue to pay for and provide to Employee’s spouse and eligible dependents
hospitalization insurance (including major medical), and any such other health
insurance benefits comparable to that coverage that would have been provided under the
Bank’s group health insurance plan to Employee’s spouse and eligible dependents at the
date of Employee’s death, at such time in accordance with the terms set forth in
Section 5(c).
	 
	 	(b)  	In the event Employee becomes permanently disabled and is terminated as set
forth in Section 4(b) above, the Bank shall pay to Employee compensation and benefits
as set forth in Section 5(c) below; provided, that Employee’s base salary shall be
reduced by any amounts received by Employee under the Bank’s long term disability plan
or from any other similar collateral source payable due to disability, including,
without limitation, social security benefits. If Employee shall remain permanently
disabled beyond the period set forth in Section 5(c) below, Employee shall receive only
such amounts, if any, as are payable under the Bank’s long term disability plan or
under any other similar employee benefit or welfare plan in which Employee participated
and is entitled to benefits.
	 
	 	(c)  	If Employee’s employment shall be terminated by Employee pursuant to Sections
4(d), (e), (f) or (g), or by the Bank for any reason other than for cause as set forth
in Section 4(c), then the Bank shall continue to pay to Employee or his estate or
beneficiaries, his full base salary (including any other cash compensation) to which
Employee would be entitled at the Termination Date or on the effective date of a Change
in Control, whichever date will result in the greater base salary, for a period of two
(2) years following the Termination Date. In addition, the Bank shall continue to pay
his hospitalization insurance premiums (including major medical), long term disability
premiums and life insurance premiums for a period of two (2) years or until his earlier
death. The compensation and benefits payable under this Section 5(c) are hereinafter
referred to as “Severance Benefits.”
	 
	 	   	The payment of Severance Benefits is in recognition and consideration of the value
of continued services by Employee to the Bank and is not in any way to be construed
as a penalty or damages. Employee shall not be required to mitigate the amount of
any payment of Severance Benefits by seeking other employment or otherwise. The
payment of Severance Benefits shall not affect any other sums or benefits otherwise
payable to Employee under any other employment compensation or benefit or welfare
plan of the Bank.




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	 	(d)  	In the event termination is for any reason other than as described in Section
5(a), (b), or (c) above, then the Bank shall pay Employee his full salary through the
date of termination and no other compensation or benefits shall be paid to Employee
hereunder; provided, however, that nothing herein shall be deemed to limit his vested
rights under any other benefit, retirement, stock option or pension plan of the Bank,
and the terms of those plans, programs or arrangements shall govern.






	 	(e)  	In the event that Employee is terminated for cause pursuant to Section 4(c) of
this Agreement, Employee shall not be entitled to any further payments or any other
form of remuneration from the Bank under this Agreement, or otherwise, following the
date of such termination.





Section 6. Non-Competition; Non-Solicitation and Non-Disclosure.





	 	(a)  	Employee hereby acknowledges and agrees that, in the course of his employment
with the Bank, he (i) will have access to valuable confidential business or
professional information of Bank, (ii) will be put in a position whereby he will
develop substantial relationships with prospective and existing customers of the Bank,
and (iii) will be put in a position where he will develop substantial goodwill for the
Bank within the territory set out below, and Employee hereby acknowledges that the
covenants contained herein are reasonable and necessary to protect the Bank’s valuable
and legitimate business interests. Therefore, to induce the Bank and the Company to
enter into this Agreement, Employee agrees that, during the term of this Agreement and
for a period of two (2) years after the termination of employment or service of
Employee hereunder, Employee will not, within Orange, Osceola, or Seminole Counties,
Florida, or any other county wherein the Employee has contact with customers of, or
otherwise conducts the business of, the Bank (including any entities to which the Bank
is or may become a successor by merger or otherwise) at the date his employment is
terminated, as principal, agent, trustee or through the agency or on behalf of any
corporation, partnership, association, trust or agent or agency:






	 	(i)  	provide services similar to or the same as the services that
Employee provided for the Bank for his own benefit of for the benefit of any
person or entity engaged in the business of banking, fiduciary services,
securities brokerage, investment management or services, lending or deposit
taking;
	 
	 	(ii)  	control or own beneficially (directly or indirectly) 1% or more
of the outstanding capital stock or other ownership interest (in such capacity,
a “Principal Stockholder”) of any corporation or person engaged in or
controlling any such business other than the Company or Bank; or




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	 	(iii)  	serve as an officer, director, trustee, agent or employee of
any corporation, or as a member, employee or agent of any partnership, or as an
owner, trustee, employee or agent of any other business or entity, which
directly or indirectly conducts such business within Orange, Osceola, or
Seminole Counties, Florida, or any other county wherein the Employee has
contact with customers of, or otherwise conducts the business of, the Bank at
the date his employment is terminated.






	 	   	Employee further agrees that, for a period of two (2) years after the termination of
employment or service of Employee hereunder, he will not solicit any employee to
leave their employment with the Company, the Bank or any of their respective
affiliates for any reason, or otherwise interfere with any employment relationship
of the Company, the Bank or their respective affiliates if Employee serves as an
officer, director, trustee, managing agent or as a Principal Stockholder of any
person or entity that hires or seeks or negotiates the employment or hiring of any
such employee.
	 
	 	   	Employee further agrees that, for a period of two (2) years after the termination of
employment or service of Employee hereunder, Employee will not, directly or
indirectly, on behalf of himself or of any other person or entity, solicit or
attempt to solicit, for the purpose of providing any business activities or products
similar to those conducted or offered by the Bank, any customer of the Bank whom
Employee actively solicited or with whom Employee worked, or otherwise had material
contact, in the course of Employee’s service as a an employee of Century National.
	 
	 	   	In the event that the provisions of this Section 6(a) should be deemed to be invalid
or unenforceable by a court of competent jurisdiction because the duration,
territory, or definition(s) of activities or information covered by one or more of
such provisions is unreasonable, overbroad, overlong or otherwise not reasonably
tailored to protect the legitimate business interests of the Bank under applicable
law, then such provisions shall be deemed to have been modified automatically to the
maximum scope of business activities, time or geographic limitations permitted by
law, such that the intent of the parties in entering this Agreement will not be
impaired and the provision in question will be enforceable to the fullest extent of
the applicable laws. The provisions of this Agreement are severable. If any
provision of this Agreement shall be held to be invalid or unenforceable in any
respect, such provision shall be carried out and enforced only to the extent to
which it shall be valid and enforceable, and any such invalidity and
unenforceability shall not affect any other provisions of this Agreement, all of
which shall be fully carried out and enforced as if such invalid or unenforceable
provision had not been set forth herein.




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	 	(b)  	Employee recognizes and acknowledges that he will have access to certain
confidential information of the Company, the Bank and their respective and affiliates,
including, without limitation, customer lists, customer information, credit
information, business plans, strategy, budgets, organization, pricing, mark-ups,
commissions, and other information, and that all such information constitutes valuable,
special and unique property of the Company, Bank and their respective affiliates. Such
information is herein referred to as “Trade Secrets.” Employee will not
disclose or directly or indirectly utilize, in any manner, any such Trade Secrets for
his own benefit or for the benefit of anyone other than the Company, Bank and their
respective affiliates during the term of this Agreement and for a period of two (2)
years after the termination of employment or service of Employee under this Agreement.
In the event of a breach or threatened breach by Employee of the provisions of this
Section 6(b), the Company, the Bank and their respective affiliates shall be entitled
to an injunction or temporary restraining order restraining Employee and any others
from disclosing or utilizing, in whole or in part, such Trade Secrets. Nothing herein
shall be construed as prohibiting or limiting (i) the Company, Bank or their respective
affiliates from exercising any other available rights or remedies for such breach or
threatened breach, including, without limitation, the recovery of damages from Employee
or others, or (ii) the rights and protections otherwise available to the Company, the
Bank and their respective affiliates under any federal, state or other statutes and
regulations relating to the protection of trade secrets and similar information.





Section 7. Arbitration; Equitable Relief.





	 	(a)  	Any dispute or controversy arising under or in connection with this Agreement other
than as a result of the provisions of Section 6 hereof, shall be settled exclusively by
arbitration; provided, however, that nothing herein shall prohibit the Bank from
seeking equitable relief from a court of competent jurisdiction where permitted by
Section 7(b) below. Each party shall appoint one arbitrator and shall notify, in
writing, the other party of such appointment and request the other party to appoint one
arbitrator within thirty (30) days of receipt of such request. If the party so
requested fails to appoint an arbitrator, then the party making the request shall be
entitled to designate two arbitrators. The two arbitrators shall then mutually select
a third arbitrator. The written decision of a majority of the arbitrators shall be
binding upon the Bank and Employee and enforceable by law. The arbitrators shall, by
majority vote, determine the place for hearing, the rules of procedure, and allocation
of the expenses of the arbitration. Absent any written agreement to the contrary, the
rules of the American Arbitration Association shall apply to any arbitration
proceedings.
	 
	 	(b)  	Employee hereby acknowledges that a breach by it of any of the provisions of
this Agreement will cause immediate irreparable damage to the Bank that is incapable of
measurement and that the remedy at law for such breach will be entirely inadequate to
compensate the Bank for its losses. Therefore, in the event of such breach, the Bank,
in addition to any other remedies available to it at law, in equity





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	 	   	or otherwise, shall be entitled, at its sole option and in its discretion, to seek a
temporary restraining order and preliminary and permanent injunctions (without the
posting of bond or other security) restraining Employee from breaching or continuing
any breach of any of the provisions of this Agreement.
	 
	 	(c)  	In the event that a party s            eeks to obtain or enforce any right or benefit
provided by this Agreement through Litigation (as defined in the Merger Agreement), and
in the event that such party prevails in any such Litigation pursuant to which an
arbitral panel, court or other Governmental Authority issues a final order, judgment,
decree or award grating substantially the relief sought, then the prevailing party
shall be entitled upon demand to be paid by the other party, all reasonable costs
incurred in connection with such Litigation, including the reasonable legal fees and
charges of one counsel. No party shall be entitled to any punitive or exemplary
damages, which are hereby waived.





Section 8. Application of Code Section 280G.




     Notwithstanding anything in this Agreement to the contrary, in the event that it shall be
determined that any benefit, payment or distribution by the Bank to or for the benefit of Employee
(whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such
benefits, payments or distributions are hereinafter collectively referred to as “Payments”)
would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present
value of the Payments shall be reduced (but not below zero) to an amount expressed in present value
that maximizes the aggregate present value of the Payments without causing the Payments or any part
thereof to be subject to the Excise Tax and therefore nondeductible by the Bank because of Section
280G of the Code. For purposes of this Section 8, present value shall be determined in accordance
with Section 280G(d)(4) of the Code. In the event, after the exhaustion of all remedies, it is
necessary to reduce the Payments, Employee shall direct which of the Payments are to be modified or
reduced.



Section 9. Successors; Binding Agreement.





	 	(a)  	This Agreement shall be binding upon, and inure to the benefit of, any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise), to all or substantially all of the business and/or assets of the Bank
regardless of whether such occurrence constitutes a Change in Control hereunder,
including any Bank designated by the Company pursuant to the Merger Agreement as the
entity into which Century National will be merged, and the Bank and the Company shall
require any such successor to expressly assume and agree to perform this Agreement. As
used in this Agreement, “Company” and the “Bank” shall mean the Company
and Bank as herein respectively defined and any successors or assignees to their
respective business and/or assets as aforesaid, which is required by this Agreement to
assume and perform this Agreement, whether by operation of law or otherwise. In the
event any successor to the Company has total assets in excess of $8.0 billion and does
not maintain a Florida-based holding company, then the term “successor” shall
only include the bank resulting from such transaction.




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	 	(b)  	This Agreement shall inure to the benefit of, and be enforceable by, Employee’s
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Employee should die while any amount would
still be payable hereunder, all such amounts, unless otherwise provided herein, shall
be paid in accordance with the terms of this Agreement to Employee’s devisee, legatee
or other designee or, if there is no such designee, to Employee’s estate.





Section 10. Miscellaneous.





	 	(a)  	All notices required or permitted hereunder shall be given in writing by actual
delivery, by Registered or Certified Mail (postage prepaid), or by facsimile at the
following addresses and numbers, or at such other places as shall be designated in
writing:





If to the Employee:



Michael W. Sheffey



____________________________________



____________________________________



____________________________________



If to the Bank or the Company:



Seacoast Banking Corporation of Florida

815 Colorado Avenue

Stuart, Florida 34994

Facsimile: (561) 288-6012



Attn: Mr. Dennis S. Hudson, III



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with a copy to:



Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, Georgia 30309-3424

Facsimile: (404) 881-4777

Attn: Mr. Ralph F. MacDonald, III




	 	(b)  	If any provision of this Agreement shall be determined to be void by any court
or arbitrium of competent jurisdiction, then such determination shall not affect any
provisions of this Agreement, all of which shall remain in full force and effect.
	 
	 	(c)  	The failure of the parties to complain of any act or omission on the part of
either party, no matter how long the same may continue, shall not be deemed to be a
waiver of any of its rights hereunder.
	 
	 	(d)  	This Agreement may be executed in several counterparts, by facsimile or
otherwise, each of which shall constitute an original (as though manually signed) and
all of which, when taken together, shall constitute one and the same agreement. This
Agreement may be modified or terminated only by a writing signed by the party against
whom enforcement of any waiver, change, modification, extension, discharge or
termination is sought.
	 
	 	(e)  	The recitals contained in this Agreement are expressly made a part hereof.
	 
	 	(f)  	This Agreement represents the entire understanding and agreement among the
parties and supersedes any prior agreements or understandings with respect to the
subject matter hereof. By entering into this Agreement, Employee hereby represents,
warrants and agrees that any prior employment agreements, change in control agreements
or similar arrangements relating to his employment with Century National or any other
employer or other party have been, or, at the Effective Time will be, terminated and of
no further force and effect. It is intended and agreed that the Company, the Bank and
its direct and indirect subsidiaries are express beneficiaries of this Agreement and
may enforce the provisions hereof to the same extent as the Bank.
	 
	 	(g)  	This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Florida.





[Signatures on following page(s).]




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     IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement to be duly
authorized and executed as of the day and year first above written.


	 	 	 	 	 
	 	“EMPLOYEE”





MICHAEL W. SHEFFEY

 	 
	 	By:  	/s/ Michael W. Sheffey
 	 
	 	 	Name:  	Michael W. Sheffey 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	



“BANK”



FIRST NATIONAL BANK & TRUST 

COMPANY OF THE TREASURE COAST

 	 
	 	By:  	/s/ Dennis S. Hudson, III
 	 
	 	 	Name:  	Dennis S. Hudson, III 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 





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