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or director of any subsidiary of the Bank or the Parent, shall perform such duties andservices as may be assigned to him by the Boards of either the Bank or the Parent, subject to thesupervision and control of the Bank Board or the Parent Board, as the case may be. The Parent, theBank and any subsidiary of either for which the Executive shall perform duties and services shallbe responsible for their respective proportionate shares of the Executive’s compensation. TheExecutive shall not be entitled to receive any director fees or other separate compensation for hisservice as a director (including without limitation service as chairman, as a member of anycommittees of the Bank Board or the Parent Board, or otherwise) of the Parent, the Bank or anysubsidiary of either the Parent or the Bank.          4. Salary. The Parent shall pay the Executive a salary during the Employment Period of$33,333.33 per calendar month (the “Base Salary”). All salary shall be paid to the Executive noless frequently than twice each month. Any salary paid with respect to less than a full one-monthperiod shall be pro-rated, with such proration being based on the number of days in such month andthe number of days during such month that are within the Employment Period. Such salary will bereviewed during January of each year and may be increased annually, as determined by the Board ofDirectors, on the recommendation of its compensation committee. The Parent shall not have the rightto reduce such salary at any time during the Employment Period without the written consent of theExecutive.          If the Executive requests, Parent will create or cause to be created a plan of deferredcompensation that complies with Section 409A of the Code to allow the Executive to defer any salaryspecified in this Section 4 to any subsequent period. Moreover, if the Executive and the Parent (byaction of the Parent Board on the recommendation of its compensation committee) mutually agree, anysalary specified in this Section 4 may be paid in kind, including common stock, stock options, lifeinsurance policies, annuities, or other property.          5*.*Extent ofService. During the Employment Period, the Executive shall devotesubstantially his entire working time, attention and energy to the business and affairs of the Bankand the Parent and in the advancement of the best interests of the Bank and the Parent. Theforegoing sentence shall not, however, preclude the Executive from devoting reasonable periods oftime in connection with the following activities, provided that such activities do not materiallyinterfere with the performance of his duties and services hereunder: (a) serving as a director or amember of a committee of any other company or organization, if serving in such capacity does notinvolve any conflict with the business of the Bank or the Parent and such company or organizationis not in competition, in any manner whatsoever, with the business of the Bank or the Parent; (b)fulfilling speaking engagements; (c) engaging in charitable and community activities; and (d)managing his personal investments. If the Executive serves on any board at the request of or forthe benefit of the Parent or the Bank, the Executive will be indemnified for any personalliability, including costs of defense and attorneys’ fees, that he may incur as a result of suchservice. The Executive shall be authorized to receive and retain fees for serving on such boards,except as may be otherwise specifically agreed between the Executive and the Parent or the Bank inrespect to any particular such board or boards, provided, however, that nothing herein shallauthorize or entitle the Executive to receive and retain fees for serving on the boards of theParent, the Bank or any of their subsidiaries.
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           6. Expenses. Subject to compliance by the Executive with such policies regardingexpenses and expense reimbursement as may be adopted from time to time by the Bank and the Parent,the Executive will be reimbursed by the Bank or the Parent, as the case may be, for reasonableexpenses incurred in the performance of his duties and services hereunder for the Bank and theParent, and in the furtherance of the business of the Bank and the Parent, upon the presentation bythe Executive of an itemized account, accompanied by the appropriate receipts, satisfactory to theBank and the Parent, in substantiation of such expenses.          7. Vacations. The Executive shall be entitled to take such vacations, with pay, as theother executive officers of the Bank and Parent are generally entitled to take, but not less thanfour (4) calendar weeks in each year. Executive shall take into consideration the needs of Parentand the Bank in scheduling such vacations.          8. Employee Benefits. The Executive shall, during the Employment Period, be eligibleto participate in such insurance, medical and other employee benefit plans of the Parent (or Bank,if providing Executive with more generous benefits) which may be in effect, from time to time, tothe extent such plans and benefits, respectively are generally available to the other executiveofficers of the Bank or Parent, or to the extent that such benefits have been approved by the Boardfor the sole benefit of the Executive; provided, however, that in addition to all other lifeinsurance that may be available to Executive pursuant any benefit plans of the Parent or the Bank,the Executive shall be provided term life insurance coverage paying at least $1.0 million (the“Stated Amount”) in death benefits to the beneficiary of his choice. If such coverage is notavailable at unrated premium costs, then either (i) Executive will pay the portion of the premiumsthat exceed an amount equal to the unrated premium costs of such coverage if it had been available,or (ii) if Executive is unwilling to pay the difference in premium, the amount of death benefitprovided shall be the death benefit that could be provided if a policy was acquired for the unratedpremium costs of a policy in the Stated Amount. Parent shall provide to the Executive an automobileowned or leased by Parent of a make and model appropriate to Executive’s status and similarautomobiles historically provided to other senior executives of Parent (such as a Lexus) andcustomary automobile-related benefits. Upon the Executive’s ceasing to be employed hereunder, heshall be entitled, at his sole cost, to maintain in effect the aforesaid insurance, medical, andother benefits, except in those circumstances where, under this Agreement, such post-employmentbenefits are to be provided to Executive by the Parent and/or the Bank, or its or theirsuccessor(s).          9. Location ofEmployment. The Executive’s principal office will be located inBirmingham, Alabama. The Executive shall be required to engage in such travel as may be necessaryin the performance of his duties and services hereunder. Executive shall, within a reasonable timefollowing the commencement of the Employment Period establish his permanent residence in theBirmingham, Alabama metropolitan area.          10. Club Memberships. It is contemplated that, after the Executive commencesperformance hereunder, he may request that the Parent purchase, or provide funds (net of taxes) tothe Executive for the purchase of membership in any club (or clubs), having facilities suitable forthe Executive to use for business entertainment on behalf of the Bank or the Parent, as the ParentBoard shall deem appropriate and in the interest of the Parent and the Bank. Upon
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authorization by the Parent Board, the Parent shall pay any required initiation fees and shallpay, either directly or as an ongoing payroll expense to reimburse the Executive (net of taxes),for monthly dues, periodic assessments, and other such costs of any such membership. The Executiveshall be responsible for any personal charges that he may incur in utilizing the facilities of anysuch club. If the Executive ceases his membership in any such clubs and any bonds or other capitalpayments made by Parent are repaid to the Executive, the Executive shall pay over such payments toParent.          11. Bonuses. The Executive shall be entitled to receive, within two and one-halfmonths of the close of each calendar year, based upon the achievement of agreed-upon performancegoals for the Parent and/or the Bank (as approved by the Parent Board upon the recommendation ofits compensation committee), a targeted annual bonus (the “Target Bonus”) equal to fifty percent(50%) of his Base Salary for such calendar year. Notwithstanding the foregoing, Executive shall beeligible to participate in any bonus or long-term incentive plan of the Bank and/or the Parent, oras established by the Board of Directors of the Bank or the Parent as the case may be, forsimilarly situated executive officers, and may be awarded such grants thereunder as are approved bythe Parent Board or the Bank Board or their respective compensation committees.          12. Termination.     (a) Automatic. This Agreement, and the Executive’s rights hereunder (except asto salary, bonuses and other rights accrued prior thereto), shall terminate automatically asprovided in Section 2 above, unless terminated earlier pursuant to subsection (b), (c), (d)or (e) of this Section 12.     (b) By Executive. The Executive may terminate this Agreement in the event of(i) a material diminution in the Executive’s base compensation, (ii) a material diminutionin the Executive’s authority, duties or responsibilities, (iii) a material change in thegeographic location at which the Executive must perform services, or (iv) any other actionor inaction that constitutes a material breach by the Parent or the Bank of this Agreement.Provided, however, that the Executive must provide written notice to the Parent of theExecutive’s intent to terminate this Agreement, specifying the event relied upon for suchtermination, within thirty (30) days after the initial occurrence of such event. The Parentshall have thirty (30) days following the receipt of such written notice to remedy thecondition and prevent termination of the Agreement. If the event shall not have beenremedied within such thirty-day period, this Agreement shall terminate on the31st day following the receipt of such written notice. Such termination shallhave the same effect as a termination without cause by the Parent or the Bank as set forthin Section 12(e) hereof.     (c) Death ofExecutive. If the Executive dies during the EmploymentPeriod, this Agreement and the Executive’s rights hereunder shall automatically terminate asof his death, except as to accrued but not paid salary, bonus and other vested rights incompensation or benefit programs.
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     (d) Disability of Executive. If the Executive is disabled, as definedhereinafter, during the Employment Period, this Agreement and the Executive rights hereundershall automatically terminate as of the occurrence of such disability. For purposes of thisAgreement, the Executive shall be deemed to be “disabled” if for medical (includingpsychological) reasons he has been unable to fully perform his duties and services hereunderfor one hundred twenty (120) consecutive days, or an aggregate of one hundred eighty (180)days in any period of twelve (12) consecutive months. Notwithstanding the foregoing, theExecutive’s rights to salary and other benefits under this Agreement shall continue for one(1) year after the occurrence of such disability; provided, however, that salary paymentsduring such one-year period shall be reduced by the amount of any payments with respect tosuch one-year period that the Executive shall receive from disability programs provided bythe Bank or the Parent. After the expiration of such one-year period, the Executive shallbe covered by a disability program or insurance similar to that generally available to theother executive officers of the Bank (or Parent, if providing Executive with more generousbenefits).     (e) By Parent. The Parent Board may terminate the Executive’s employment at anytime by giving written notice of such termination to the Executive in the manner providedbelow for the giving of notices, such termination to be effective on a date specifiedtherein which is not less than sixty (60) days from the date of such notice (except in thecase of termination for Cause (as defined in (g) below), in which case the effective dateshall be not less than (10) days from the date of such notice); provided, however, that anytermination other than for Cause (as defined in (g) below) shall not prejudice theExecutive’s right to compensation or other benefits under this Agreement during the balanceof the Employment Period (as provided in Section 2 hereof, and without regard to suchtermination). The monthly salary component of such compensation for the balance of theEmployment Period shall equal the Base Salary in effect on the effective date of terminationand shall be prorated for any partial-month period(s) included in the balance of theEmployment Period. The bonus component of such compensation for the balance of theEmployment Period shall be based on an annual bonus amount equal to the most recent annualbonus paid or payable to the Executive and shall be prorated for any partial-year period(s)included in the balance of the Employment Period. To the extent not previously paid, suchcompensation shall be paid to the Executive in a lump sum cash payment within thirty (30)days of Executive’s termination of employment. Such lump-sum payment is to be calculated bydiscounting the payment amount using a discount rate equal to six percent (6%). TheExecutive’s participation in all benefit programs and stock option agreements shall continuethroughout the Employment Period (as provided in Section 2 hereof, and without regard tosuch termination) as if the Executive was still an employee and all non vested benefitsshall immediately vest, in each case as to the extent provided in the applicable benefitplan; provided, however, that the stock options to be awarded pursuant to Section 15 hereofshall vest as provided in said Section 15. Ownership of the automobile provided to theExecutive shall be transferred immediately to the Executive, and no further reimbursementshall be provided with respect to such automobile. Unless terminated for Cause, theExecutive shall have the right (but shall not be obligated), at any time following receiptof notice of termination under this Section 12(e) until the effective date
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thereof to resign as an officer and/or a director of the Bank and the Parent whilecontinuing to serve as an employee at the same compensation, but with such reduction induties as may be appropriate in order that the Executive shall no longer be an officer ofthe Bank and the Parent within the meaning of Section 16(b) of the Securities and ExchangeAct of 1934. If the Executive is terminated by Parent for Cause (as defined in (g) below)Executive’s right to compensation or other benefits under this Agreement shall terminate asof the effective date of such termination except as to accrued but not paid salary, bonusand other vested rights in compensation or benefit programs.     Notwithstanding anything contained in this Agreement, the Executive understands thatcertain post-termination benefits may be taxable. The Executive agrees that neither theBank nor the Parent will be liable to Executive for any tax assessed to Executive inconnection with the post-termination benefits. Parent will cooperate with Executive tominimize or eliminate the tax effects to the Executive, provided that Parent shall not berequired to take any action that would significantly increase the cost to Parent ofproviding such benefits. The welfare benefits that are not non-taxable medical benefits,“disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section1.409A-1(a)(5) shall be provided and administered in a manner that complies with regulationspromulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the“Code”).     (f) Dispute. The parties have agreed that in the case of any termination thatthe Bank or the Parent contends is for Cause, but the Executive claims is not for Cause, ifthe Parent continues to pay compensation to the Executive during the pendency of suchdispute, the Parent shall be entitled to the return of all compensation so paid, withinterest at the discount rate payable by the Bank on borrowings from its Federal Home LoanBank, and reasonable legal fees as provided in Section 29 hereof, if it is ultimatelydetermined that such termination was for Cause; and if the Parent shall cease such paymentsand it shall be determined that such termination was not for Cause, the parties furtheragree that the Executive shall be entitled to recovery of the amount due to the Executivefor payments not made, together with interest at the discount rate payable by the Bank onborrowings from its Federal Home Loan Bank, and reasonable legal fees as provided in Section29 hereof and, in addition, shall thereafter make any further payments due under Section12(d), if such section is applicable, as due thereunder for the remainder of the periodspecified therein. This provision is made by the parties hereto for the purpose ofcompensating the Executive for the loss that he would suffer in the event of an unfoundeddiscontinuation of compensation payments, and to encourage fairness and equitable dealingbetween the parties in the event of dispute.     (g) For Cause. The termination of the Executive’s employment shall be for“Cause” if it is a result of:(i) any act (including any omission or failure to act) that constitutes, onthe part of the Executive, fraud, dishonesty, gross negligence, willfulmisconduct, incompetence, breach of fiduciary duty involving direct orindirect gain to or personal enrichment of the Executive, intentional failure
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to perform stated duties or to follow lawful direction of the Parent Board orBank Board, willful violation of any law, rule or regulation (other thantraffic violations or similar offenses) or final cease-and-desist order, ormaterial breach of this Agreement; or(ii) the conviction (from which no appeal may be or is timely taken) of theExecutive of (A) a felony or (B) a misdemeanor involving fraud or dishonesty;or(iii) the suspension or removal of the Executive by federal or state bankingregulatory authorities acting under lawful authority pursuant to provisions offederal or state law or regulation which may be in effect from time to time;provided, however, that in the case of clauses (i) and (ii)(B) above,such conduct shall not constitute Cause unless (A) there shall have beendelivered to the Executive a written notice setting forth with specificity thereasons that the Parent Board believes the Executive’s conduct constitutes thecriteria set forth in clause (i) or clause (ii)(B), as the case may be, (B)the Executive shall have been provided the opportunity to be heard in personby the Parent Board (with the assistance of the Executive’s counsel if theExecutive so desires), and (C) after such hearing, the termination isevidenced by a resolution adopted in good faith by a majority of the membersof the Parent Board (other than the Executive).          13. Federal Rules and Regulations. This Agreement is subject to all applicable laws,rules and regulations governing thrift holding companies. To the extent that any provision of thisAgreement is inconsistent with applicable federal laws, rules or regulations, such laws, rules orregulations shall control. In such case, such provision of the Agreement shall be invalid, but onlyto the extent necessary for this Agreement to comply with applicable federal laws, rules andregulations. To the extent that any provision of any other Section of this Agreement isinconsistent with any provision of this Section 13, such provision of this Section 13 shall govern.          14. [Intentionally Omitted]          15. Options. On January 24, 2005, the Executive received options, for a termof ten (10) years, to acquire shares of Common Stock of Parent, which options were fully vested onNovember 15, 2005 Should the Executive cease to be employed hereunder as a result of theexpiration of the term hereof in accordance with Section 2, the Executive shall be entitled, at anytime within three (3) months after the date on which the Executive ceases to be so employed, toexercise any and all options vested hereunder; provided, however, if cessation of employmentresults from the disability of the Executive, the post termination exercise period is extended toone (1) year. If this Agreement should terminate by reason of the death of the Executive, thepersonal representative of the estate of the Executive shall be entitled, at any time within one(1) year after the date of death, to exercise any and all options vested hereunder. Upon theconsent of the Parent Board, which shall not be unreasonably withheld, the Parent Board shallpermit (on such terms and conditions as it shall reasonably establish) such options to betransferred to a trust, partnership, corporation, limited liability company, or similar vehicle
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for the benefit of Executive’s immediate family members (collectively, the “PermittedTransferees”), but otherwise, (i) no option shall be assignable or transferable except by will, orby the laws of descent and distribution, and (ii) during the lifetime of Executive, the optionshall be exercisable only by such Executive or such Executive’s guardian, legal representative or,if applicable, the Permitted Transferees.          16. Compliancewith Section409A. The parties hereto intend for allpayments and benefits under this Agreement to be either outside the scope of Section 409A of theCode or to comply with its requirements as to timing of payments. Accordingly, to the extentapplicable, this Agreement shall at all times be operated in accordance with the requirements ofSection 409A of the Code and the regulations and rulings thereunder, including any applicabletransition rules. The parties hereto shall take action, or refrain from taking any action, withrespect to the payments and benefits under this Agreement that is reasonably necessary to complywith Section 409A of the Code. Notwithstanding any provision in this Agreement to the contrary, ifthe payment of any compensation or benefit hereunder would be subject to additional taxes andinterest under Section 409A of the Code because the timing of such payment is not delayed asprovided in Section 409A(a)(2)(B) of the Code, then any such payment or benefit that Executivewould otherwise be entitled to during the first six (6) months following the date of Executive’stermination of employment shall be accumulated and paid or provided, as applicable, on the datethat is six (6) months and one day after the date of Executive’s termination of employment, or suchearlier date upon which such amount can be paid or provided under Section 409A of the Code withoutbeing subject to such additional taxes and interest. The preceding sentence shall apply only tothe extent required to avoid Executive’s incurrence of any additional tax or interest under Section409A of the Code or the regulations or Treasury guidance promulgated thereunder.          17. Non-Disclosure Covenant. The Executive shall not, at any time, both during andafter the Employment Period, except in the course of the performance of his duties and serviceshereunder, communicate or disclose to any person, or use for his own account, without the priorwritten consent of the Bank or the Parent, any confidential or proprietary information or tradesecrets of the Bank or the Parent, or of any person or entity that directly or indirectly throughone or more intermediaries, controls, or is controlled by, or is under common control with, theBank or the Parent, or of any person or entity which is directly, or indirectly through one or moreintermediaries, controlled by such person or entity (all such persons and entities beingcollectively referred to herein as the “Affiliates”). The Executive shall retain all suchinformation and trade secrets in trust for the sole benefit of the Bank and the Parent and each ofthe Affiliates and their respective successors and assigns. The Executive shall also execute anddeliver to the Bank or the Parent any and all such confidentiality agreements as the Bank or theParent may reasonably require, from time to time, the Bank’s or the Parent’s other executiveofficers to provide.          18. Covenant of Non-Interference. During the Employment Period and for a period of one(1) year thereafter, with respect to any person or entity which is a then current employee,consultant, customer, or vender of the Bank, the Parent or any of the Affiliates, the Executiveshall not, whether for his own account or for the account of any third party, interfere with therelationship of the Bank, the Parent or such Affiliate with such person or entity, or
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endeavor to entice such person or entity to cease being an employee, consultant, customer orvendor of the Bank, the Parent or such Affiliate.          19. Covenant with Respect to Records and Documents. All written materials, records anddocument, made by the Executive or coming into his possession prior to, during or subsequent to theEmployment Period and concerning the business or affairs of the Bank, the Parent or any of theAffiliates shall be the sole property of the Bank, the Parent or the Affiliates, as the case maybe, and upon the termination of the Employment Period or upon the request of the Bank, the Parentor the Affiliates, the Executive shall promptly deliver all copies of the same which are then inhis possession to the Bank, the Parent or the Affiliates, as the case may be.          20. CovenantNotTo Compete.(a) During the Employment Period and for a period of one (1) year thereafter, theExecutive shall not, directly or indirectly,     (i) form, or acquire a five percent (5%) or greater equity ownership, voting orprofit participation interest in, or actively participate in, control, manage,finance a five percent (5%) or greater interest of, or invest a five percent (5%) orgreater interest in, any Competitor (as defined below); or     (ii) except as set forth in Section 20(c), associate (which, as used in thisSection 20, shall include association as an officer, employee, partner, director,consultant, agent, representative or advisor) with any Competitor.(b) For purposes of this Agreement, a “Competitor” is any bank, savingsand loan or other financial institution, that operates or has a physical locationwithin (i) the State of Alabama or (ii) any county outside the State of Alabama inwhich the Parent or the Bank, during the Employment Period, operates or has aphysical location or (the “Restricted Area”), or could reasonably beconstrued to be in competition with Parent and the Bank within the Restricted Area.(c) Notwithstanding the foregoing provisions of this Section 20, the Executive shallbe deemed not to violate the provisions of Section 20(a) with respect to aCompetitor that is headquartered outside of the Restricted Area if the Executive isassociated with such Competitor in an executive or operational capacity outside theRestricted Area so long as the operations of such Competitor in the Restricted Areado not constitute such Competitor’s principal business and any responsibility thatthe Executive has for the local operations of such Competitor in the Restricted Areaare not directly included within the Executive’s personal responsibilities for suchCompetitor (it being understood, however, that it would be a violation of Section20(a) for such Executive to associate with a Competitor and either (i) direct orhave more than an indirect and secondary responsibility for the introduction orstrategic expansion of a Competitor’s business in the Restricted Area or (ii)solicit or cause others to solicit customers or employees of Parent or the Bank inconnection with such introduction or strategic expansion).
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          21. [Intentionally Omitted]          22. Change In Control. In the event a third person begins a tender or exchange offer,circulates a proxy to stockholders, or takes other steps to effect a Change in Control (as hereindefined), Executive agrees that he will not voluntarily leave the employ of Parent, the Bank or anysubsidiary then employing him on less than six (6) months written notice to the Chairman of theBoard of the Parent, and notwithstanding such period, the Executive will continue to render theservices expected of his position, and will act in all things related to the possible Change inControl in the manner he believes in good faith to be in the best interests of the shareholders ofthe Parent, until the third person has abandoned or terminated its efforts to effect a Change inControl or until a Change in Control has occurred.     For purposes of this Agreement, a “Change in Control” is hereby defined to be:(a) a merger, consolidation or other corporate reorganization of Parent in which theParent does not survive, or if it survives, the shareholders of Parent before suchtransaction do not own more than fifty percent (50%) of, respectively, the Common Stockof the surviving entity, and the combined voting power of any other outstandingsecurities entitled to vote on the election of directors of the surviving entity.(b) the acquisition, other than from the Parent, by any individual, entity or group(within the meaning of Section 13 (d)(3) or 14 (d)(2) of the Exchange Act) of beneficialownership of 25% or more of either the then outstanding shares of Common Stock of theParent or the combined voting power of the then outstanding voting securities of theParent entitled to vote generally in the election of directors; provided, however, thatneither of the following shall constitute a Change in Control: (i) any acquisition by the Parent, any of its subsidiaries,or any employee benefit plan (or related trust) of the Parent or itssubsidiaries, or;  (ii) any acquisition by any corporation, entity, or group,if, following such acquisition, more than 50% of the then outstandingvoting rights of such corporation, entity or group are owned, directly orindirectly, by all or substantially all of the persons who were the ownersof the Common Stock of the Parent immediately prior to such acquisition;(c) individuals who, as of the effective date of this Agreement, constitute the ParentBoard (the “Incumbent Parent Board”) cease for any reason to constitute at least amajority of the Parent Board, provided that any individual becoming a directorsubsequent to such date, whose election, or nomination for election by the Parent’sshareholders, was approved by a vote of at least a majority of the directors thencomprising the Incumbent Parent Board, shall be considered as though such individualwere a member of the Incumbent Parent Board, but excluding, for this purpose, anyindividual whose initial assumption of office is in connection with an
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actual or threatened election contest relating to the election of the directors of theParent (as such terms are used in Rule 14a-l 1 of Regulation l4A promulgated under theExchange Act); or          (d) approval by the shareholders of the Parent of a: (i) complete liquidation or dissolution of the Parent, or  (ii) the sale or other disposition of all orsubstantially all the assets of the Parent, other than to acorporation, with respect to which immediately following such sale orother disposition more than 50% of, respectively, the then outstandingshares of common stock of such corporation, and the combined votingpower of the then outstanding voting securities of such corporationentitled to vote generally in the election of directors, is thenbeneficially owned, directly or indirectly, by all or substantially allof the individuals and entities who were the beneficial owners,respectively, of the outstanding Common Stock of the Parent, and theoutstanding voting securities of the Parent immediately prior to suchsale or other disposition, in substantially the same proportions astheir ownership, immediately prior to such sale or disposition, of theoutstanding Common Stock of the Parent and outstanding securities ofthe Parent, as the case may be.(e) Notwithstanding the foregoing, if Section 409A of the Code would apply to anypayment or right arising hereunder as a result of a Change in Control as hereinabovedescribed, then with respect to such right or payment the only events that wouldconstitute a Change in Control for purposes hereof shall be those events that wouldconstitute a change in the ownership or effective control of the corporation, or in theownership of a substantial portion of the assets of the corporation in accordance withsaid section 409A.          23. Termination Following Change in Control. Except as otherwise provided in Section24 hereof, Parent will provide or cause to be provided to Executive the rights and benefitsdescribed in Section 24 hereof in the event that Executive’s employment is terminated at any timewithin two years (or, if Section 409A is applicable, and a lesser period is required thereunder,then such lesser period) following a Change in Control (as such term is defined in Section 22)under the circumstances stated in (a) or (b) below:(a) by Parent or the Bank for reasons other than for Cause (as is defined inSection 12 (g) hereof) or other than as consequence of Executive’s death, permanentdisability or attainment of normal retirement date; or(b) by Executive following the occurrence of any of the following events:(i) a material diminution in the Executive’s base compensation;
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(ii) a material diminution in the Executive’s authority, duties orresponsibilities;(iii) a material change in the geographic location at which the Executivemust perform services; or(iv) any other action or inaction that constitutes a material breach by theParent or the Bank of this Agreement.Provided, however, that the Executive must provide written notice to theParent or the Bank, as the case may be, of the initial occurrence of suchevent, within thirty (30) days after the occurrence of such event. TheParent and/or the Bank, as the case may be, shall have thirty (30) daysfollowing the receipt of such written notice to remedy the condition. Ifthe event shall not have been remedied within such thirty-day period, theExecutive’s employment shall terminate on the 31st day following the receiptof such written notice and Executive shall be entitled to the rights andbenefits set forth in Section 24 of this Agreement.          24. Rights and Benefits Upon Termination upon Change in Control. In the event of thetermination of Executive’s employment under any circumstance set forth in Section 23 hereof(“Termination”), Parent agrees to provide or cause to be provided to Executive the following rightsand benefits:(a) Salary and Other Payments at Termination. Executive shall be entitled toreceive payment in cash in the amount of three (3) times Executive’s Earnings (at suchtime as defined in this Section 24(a)). Payment shall be made in lump sum to theExecutive within 30 days of termination. For purposes of this Agreement, “Earnings” shallmean the sum of (i) Executive’s annual Base Salary as approved by the Parent Board forthe year in which the Change in Control occurs, plus (ii) the Target Bonus Executivewould have been entitled to receive for the calendar year in which the Change in Controloccurs as if the performance targets had been achieved.(b) Lapse ofRestrictions on Benefits. Except to the extent expresslyprohibited by any applicable law or regulation or the terms of any applicable benefitplans, any and all restrictions, vesting schedules or schedule of exercise provided inany agreement with the Executive shall immediately lapse and Executive shall be entitledimmediately to receive all benefits and exercise all rights previously granted himthereunder. Notwithstanding any provision of this Agreement to the contrary, the optionsgranted under Section 15 hereof shall immediately vest upon a Termination.(c) [Intentionally Omitted](d) Target Bonus. Notwithstanding any provision of any plan or arrangement, anyTarget Bonus under Section 11 for a year prior to the year of the Termination with
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respect to a Change in Control, which has not been paid, shall be paid within 30 days ofthe Termination, and a Target Bonus for the year of the Termination with respect to aChange in Control shall be paid in an amount equal to 1/12th of the Target Bonus for theprior year times each full month in the current year prior to the month of theExecutive’s Termination.(e) Insurance and Other Special Benefits. For three (3) years following anExecutive’s Termination, Executive shall continue to be covered by the life insurance,medical insurance, dental insurance and accident and disability insurance plans of Parentand its subsidiaries or any successor plan or program in effect at or after Terminationfor employees in the same class or category as was Executive prior to his Termination. Inthe event, Executive is ineligible to continue to be so covered under the terms of anysuch benefit program, or, in the event the Executive is eligible but the benefitsapplicable to Executive under any such plan or program after Termination are notsubstantially equivalent to the benefits applicable to Executive immediately prior toTermination, then, Parent shall for a period of three years following his Terminationdate, pay, provide or cause to be provided, benefits, or such additional benefits as maybe necessary to make the benefits applicable to the Executive substantially equivalent tothose in effect before termination, through other sources; provided however, thatif during such period Executive should enter into the employ of another company or firmwhich provides substantially similar benefit coverage, Executive’s participation in thecomparable benefit provided by Parent either directly or through such other sources shallcease. Nothing contained in this paragraph shall be deemed to require or permittermination or restriction of any Executive’s coverage under any plan or program toParent or any of its subsidiaries or any successor plan or program thereto whichExecutive is entitled under the terms of such plan or program.       Notwithstanding anything contained in this Agreement, the Executive understands thatcertain post-termination benefits may be taxable. The Executive agrees that neither theBank nor the Parent will be liable to Executive for any tax assessed to Executive inconnection with the post-termination benefits. Parent will cooperate with Executive tominimize or eliminate the tax effects to the Executive, provided that the Parent shallnot be required to take any action that would significantly increase the cost to theParent of providing such benefits. The welfare benefits that are not non-taxable medicalbenefits, “disability pay” or “death benefit” plans within the meaning of TreasuryRegulation Section 1.409A-1(a)(5) shall be provided and administered in a manner thatcomplies with regulations promulgated under Section 409A of the Internal Revenue Code of1986, as amended (the “Code”).(f) Ownership of Perquisites. The ownership of all club memberships, automobiles,and other perquisites approved by the Parent Board for the Executive prior to hisTermination shall be transferred, fully paid and free of charge, to him within 30 days ofhis Termination, provided that Executive pays to the Parent an amount equal to anycapital, bond or other equity amount paid by Parent related to such membership.
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(g) Other Benefit Plans. The specific arrangements referred to in this Section 24are not intended to exclude Executive’s participation in other benefit plans in whichExecutive currently participates or which are or may become available to Executive, or topreclude other compensation or benefits as may be authorized by the Parent Board fromtime to time.(h) No Duty to Mitigate. Executive’s entitlement to benefits hereunder shall notbe governed by any duty to mitigate his damages by seeking further employment nor offsetby any compensation that he may receive from future employment.(i) Payment Obligation Absolute. Unless Section 25 is applicable, Parent’sobligation to pay or cause to be paid to Executive the benefits and to make arrangementsprovided in this Section 24 shall be absolute and unconditional and shall not be affectedby any circumstances, including, without limitation, any offset, counterclaim,recoupment, defense or other right, which Parent or Bank may have against him or anyoneelse. All amounts payable by or on behalf of Parent under this Section 24 shall, unlessspecifically stated to the contrary herein, be paid without notice or demand. Each andevery payment made under this Section 24 by or on behalf of Parent shall be final andParent or Bank and their subsidiaries shall not, for any reason whatsoever, seek torecover all or any part of such payment from Executive or from whoever shall be entitledthereto.(j) [Intentionally Omitted](k) Gross-UpPayment.(i) In the event it shall be finally determined, in a proceeding that isnon-appealable, that any payment, award, benefit or distribution by the Parent (orany of its affiliated entities) to or for the benefit of the Executive (whetherpursuant to the terms of this Agreement or otherwise, but determined without regardto any additional payments required under this Section 24(k) (a “Payment”) issubject to the excise tax imposed by Section 4999 of the Code or any correspondingprovisions of state or local tax laws, or any interest or penalties are incurred bythe Executive with respect to such excise tax (such excise tax, together with anysuch interest and penalties, are hereinafter collectively referred to as the“Excise Tax”), then the Executive shall be entitled to receive an additionalpayment (a “Gross-Up Payment”) in an amount such that after payment by theExecutive of all taxes (including any interest or penalties imposed with respect tosuch taxes), including, without limitation, any income taxes or employment taxes (andany interest and penalties imposed with respect thereto) and Excise Tax imposed uponthe Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equalto the Excise Tax imposed upon the Payments. As a result of the uncertainty in theapplication of Section 4999 of the Code, it is possible that Gross-Up Payments whichwill not have been made by the Parent should have been made (“Underpayment”),consistent with the calculations required to be made hereunder. In the event that theParent exhausts its remedies pursuant to Section 24(k)(ii) and
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the Executive thereafter is required to make a payment of any Excise Tax, any suchUnderpayment shall be promptly paid by the Parent to or for the benefit of theExecutive.(ii) The Executive shall notify the Parent in writing of any claim by the InternalRevenue Service that, if successful, would require the payment by the Parent of theGross-Up Payment. Such notification shall be given as soon as practicable but nolater than ten (10) business days after the Executive is informed in writing of suchclaim and shall apprise the Parent of the nature of such claim and the date on whichsuch claim is requested to be paid. The Executive shall not pay such claim prior tothe expiration of the 30-day period following the date on which it gives such noticeto the Parent (or such shorter period ending on the date that any payment of taxeswith respect to such claim is due). If the Parent notifies the Executive in writingprior to the expiration of such period that it desires to contest such claim, theExecutive shall:(A) give the Parent any information reasonably requested by the Parent relatingto such claim;(B) take such action in connection with contesting such claim as the Parent shallreasonably request in writing from time to time, including, without limitation,accepting legal representation with respect to such claim by an attorneyreasonably selected by the Parent;(C) cooperate with the Parent in good faith in order effectively to contestsuch claim; and(D) permit the Parent to participate in any proceedings relating to suchclaim; provided, however, that the Parent shall bear and pay directly allcosts and expenses (including additional interest and penalties) incurred inconnection with such contest and shall indemnify and hold the Executive harmless,on an after-tax basis, for any Excise Tax or income tax (including interest andpenalties with respect thereto) imposed as a result of such representation andpayment of costs and expenses. Without limitation on the foregoing provisions ofthis paragraph, the Parent shall control all proceedings taken in connection withsuch contest and, at its sole option, may pursue or forgo any and alladministrative appeals, proceedings, hearings and conferences with the taxingauthority in respect of such claim and may, at its sole option, either direct theExecutive to pay the tax claimed and sue for a refund or contest the claim in anypermissible manner and the Executive agrees to prosecute such contest to adetermination before any administrative tribunal, in a court of initialjurisdiction and in one or more appellate courts, as the Parent shall determine.provided,however, that if the Parent directs the Executive to pay suchclaim and sue for a refund, the Parent shall advance the amount of such payment to theExecutive,
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on an interest-free basis and shall indemnify and hold the Executive harmless, on anafter-tax basis, from any Excise Tax or income tax (including interest or penaltieswith respect thereto) imposed with respect to such advance or with respect to anyimputed income with respect to such advance; provided,further, thatany extension of the statute of limitations relating to payment of taxes for thetaxable year of the Executive with respect to which such contested amount is claimed tobe due is limited solely to such contested amount. Furthermore, the Parent’s control ofthe contest shall be limited to issues with respect to which a Gross-Up Payment wouldbe payable hereunder and the Executive shall be entitled to settle or contest, as thecase may be, any other issue raised by the Internal Revenue Service or any other taxingauthority.(iii) If, after the receipt by the Executive of an amount advanced by the Parentpursuant to Section 24(k)(ii), the Executive becomes entitled to receive any refundwith respect to such claim, the Executive shall (subject to the Parent’s complying withthe requirements of Section 24(k)(ii)) promptly pay to the Parent the amount of suchrefund (together with any interest paid or credited thereon after taxes applicablethereto). If, after the receipt by the Executive of an amount advanced by the Parentpursuant to Section 24(k)(ii), a determination is made that the Executive shall not beentitled to any refund with respect to such claim and the Parent does not notify theExecutive in writing of its intent to contest such denial of refund prior to theexpiration of 30 days after such determination, then such advance shall be forgiven andshall not be required to be repaid and the amount of such advance shall offset, to theextent thereof, the amount of Gross-Up Payment required to be paid.(l) Parent shall pay or reimburse Executive for all costs and expenses, including,without limitation, court costs and attorneys’ fees, incurred by Executive as a result ofany claim by the Internal Revenue Service that, if successful, would require the payment bythe Parent of the Gross-Up Payment, if Parent contests such claim as herein above providedor otherwise fails to timely pay the Gross-Up Payment.(m) If the Executive is terminated for Cause as defined in Section 12(g) hereof, Parentshall have no obligation to provide or cause to be provided to Executive the rights andbenefits described in this Section 24.          25. Remedies. The Executive acknowledges that the Bank and the Parent will have noadequate remedy at law if the Executive violates any of the terms hereof, and the Bank and theParent shall have the right, in addition to any other rights the Bank and the Parent may have, toobtain, in any court of competent jurisdiction, injunctive relief to restrain any breach orthreatened breach hereof or otherwise to specifically enforce any of the provisions hereof.          26. CompliancewithOtherAgreements. The Executive representsand warrants to the Bank and the Parent that the execution and delivery by him of this Agreement,and the performance by him of his obligations hereunder will not, with or without the giving ofnotice or the passage of time, or both, (a) violate any judgment, writ, injunction or order of anycourt, arbitrator or governmental agency applicable to him, or (b) to the knowledge of theExecutive,
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conflict with, result in the breach or termination of, constitute a default under, or requirea material modification of, any agreement to which the Executive is a party or by which theExecutive is or may be bound.          27. Waiver. No waiver of any obligation of any party hereto under this Agreement shallbe effective unless in a writing specifying such waiver and executed by the other party. No waiverof any right or remedy of any party hereto under this Agreement shall be effective unless in awriting specifying such waiver and executed by such party. A waiver by any party hereto of any ofits rights or remedies under this Agreement on any occasion shall not be a bar to the exercise ofthe same right or remedy on any subsequent occasion or of any other right or remedy at any time.          28. Binding Effect; Benefits. This Agreement shall inure to the benefit of, and shallbe binding upon, the parties hereto and their respective successors, permitted assigns, heirs andlegal representatives, including, without limitation, any corporation with which the Parent maymerge or consolidate; provided, however, that this Agreement, because it relates to personalservices, cannot be assigned by the Executive.          29. Attorneys’ Fees and Costs. If any action at law or in equity is necessary toenforce or interpret the terms of this Agreement, the prevailing party shall be entitled toreasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief towhich he or it may be entitled.          30. Notices. Any notice or other written communication, with respect to the employmentof the Executive by the Bank and the Parent, or any matter related to the rights or obligations ofany party under this Agreement, and to be given to a party hereto, shall be given to such party atthe address for such party provided herein, or such other address as such party shall hereafterprovide, in writing, to the other party.       To Executive: P.O. Box 465    Baileyton, AL 35019       To Parent: 17 North 20th Street    Birmingham, AL 35203All such notices or communications shall be given by being personally delivered, placed in theUnited States mail, postage prepaid, certified or registered mail, or by being sent by prepaid airfreight, overnight delivery, which is guaranteed and acknowledgement of receipt of which isrequired, to the party to which such notice or communication is to be given at the address for suchparty specified above. Each such notice shall be deemed to be effective upon receipt, if personallydelivered, one business day after being so sent by air freight, or five business days after beingso mailed. For purposes of this Agreement, a business day shall mean a day other than a Saturday,Sunday or federal or Alabama state holiday.          31. Integration and Amendments. This Agreement constitutes the entire agreement andunderstanding between the parties hereto with respect to the subject matter hereof and
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supersedes any prior agreement or understanding, whether written or oral, relating to suchsubject matter. No modification or amendment to this Agreement shall be effective or binding unlessin writing, specifying such modification or amendment, executed by all of the parties hereto.Notwithstanding the foregoing, in the event the provisions of this Agreement should be amended,modified or terminated in order to ensure compliance with Section 409A of the Code or in order toavoid the application of any penalties that may be imposed upon the Executive pursuant to Section409A of the Code, the parties hereby agree that they will use their best efforts and will negotiatein good faith to cause this Agreement to be so amended, modified or terminated (and may do soretroactively) and to the extent reasonably possible, such amendment, modification or terminationshall not have a material adverse economic effect on the Executive, the Parent or the Bank.          32. Headings. The headings contained in this Agreement are for reference purposes onlyand shall not affect the construction or interpretation of this Agreement.          33. Severability. Should any section, provision, or portion of this Agreement bedeclared invalid or unenforceable in any jurisdiction, then such section, provision or portionshall be deemed to be (a) severable from this Agreement as to such jurisdiction (but not elsewhere)and shall not affect the remainder hereof, and (b) amended to the extent, and only to the extant,necessary to permit such section, provision or portion, as the case may be, to be valid andenforceable in such jurisdiction (but not elsewhere).          34. Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall, when executed, be deemed to be an original, but all of which together shallconstitute one and the same instrument.          35. Governing Law. This Agreement is made and shall be construed under the internallaws, but not the conflicts of law provisions, of the State of Alabama.          36. Survival/Effectiveness of Certain Provisions. The rights and obligations of theparties under Sections 17, 18, 19, 20, 22, 23, 24, 25 and 29 hereof shall survive the terminationof the Employment Period and this Agreement. The rights and obligation of the parties under Section15 hereof shall be effective immediately, notwithstanding the termination of the Executive’semployment for any reason other than as provided in said Section 15 hereof prior to the executionof an award agreement with respect to the options under Section 15.[Signatures Appear on Immediately Following Page]
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          IN WITNESS WHEREOF the parties have executed this Agreement as of the datefirst written above.      **EXECUTIVE:**