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Effective Date and (ii) $12,500 in the first regular payroll following the Executive’spurchase of a residence in the Birmingham, Alabama area.     **4. Termination of Executive’s Employment.**(a) If, during the term of this Agreement,Executive voluntarily resigns his employment with the Company, or his employment is terminated bythe Company for Cause (as defined below), then Executive shall receive unpaid salary and benefitswhich have accrued through the date of his termination of employment, and the Company shall have nofurther liability under this Agreement.     (b) If, during the term of this Agreement, Executive’s employment is terminated by the Companyfor any reason other than for Cause (as defined below) or the Executive resigns his employment withthe Company for Good Reason (as defined below), then Executive shall, within thirty (30) days fromthe date of termination of his employment, receive a lump sum payment, unreduced for early receipt,equal to his base salary as of the date his employment terminates for the period from the date oftermination of his employment to the last day of the term of this Agreement. Provided, however,that in the event the termination of Executive’s employment with the Company triggers payments toExecutive under the provisions of a Change in Control Agreement with the Company, any payments dueto Executive under this Agreement shall be reduced by the amount of the payments made to Executiveunder the Change in Control Agreement.     **5**. **Cause Defined.**The termination of the Executive’s employment shall be for “Cause” if itis a result of:     (a) any act (including any omission or failure to act) that constitutes, on the part of theExecutive, fraud, dishonesty, gross negligence, willful misconduct, incompetence, breach offiduciary duty involving direct or indirect gain to or personal enrichment of the Executive,intentional failure to perform stated duties or to follow lawful direction of the Company’s Boardof Directors or the corporate officer to whom he reports, willful violation of any law, rule orregulation (other than traffic violations or similar offenses) or final cease-and-desist order, ormaterial breach of this Agreement, or     (b) the conviction (from which no appeal may be or is timely taken) of the Executive of (i) afelony, or (ii) a misdemeanor involving fraud or dishonesty, or     (c) the suspension or removal of the Executive by federal or state banking regulatoryauthorities acting under lawful authority pursuant to provisions of federal or state law orregulation which may be in effect from time to time,provided, however, that in the case of clauses (a) and (b) above, such conduct shall notconstitute Cause unless (i) there shall have been delivered to the Executive a written noticesetting forth with specificity the reasons that the Company’s Board of Directors believes theExecutive’s conduct constitutes the criteria set forth in clause (a) or (b), as the case may be,(ii) the Executive shall have been provided the opportunity to be heard
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in person by the Company’s Board of Directors (with the assistance of the Executive’s counsel ifthe Executive so desires), and (iii) after such hearing, the termination is evidenced by aresolution adopted in good faith by a majority of the members of the Company’s Board of Directors.     **6. Good Reason Defined.**Executive’s resignation of employment with the Company shall befor Good Reason if such resignation follows the occurrence of any of the following events:     (a) a material diminution in the Executive’s base compensation;     (b) a material diminution in the Executive’s authority, duties or responsibilities;     (c) a material change in the geographic location at which the Executive must perform services;or     (d) any other action or inaction that constitutes a material breach by the Company of thisAgreement.Provided, however, that the Executive must provide written notice to the Company of the occurrenceof such event, within thirty (30) days after the initial occurrence of such event. The Companyshall have thirty (30) days following the receipt of such written notice to remedy the condition.If the event shall not have been remedied within such thirty-day period, the Executive’s employmentshall terminate on the 31st day following the receipt of such written notice and Executive shall beentitled to the rights and benefits set forth in Section 4(b) of this Agreement.     **7. Non-Disclosure of Information.**The Executive acknowledges that any documents andinformation, whether written or not, that came or come into the Executive’s possession or knowledgeduring the Executive’s employment by the Company, including without limitation the financial andbusiness conditions, business methods, goals, operations, sales techniques or services of theCompany and its affiliates or subsidiaries as the same may exist from time to time (collectively,“Confidential Information”), are valuable, special and unique assets of the Company’s business. TheExecutive will not, during or after the term of this Agreement: (a) disclose any writtenConfidential Information to any person, firm, corporation, association, or other entity notemployed by or affiliated with the Company for any reason or purpose whatsoever, or (b) use anywritten Confidential Information for any reason other than to further the business of the Company.The Executive agrees to return immediately any written Confidential Information, and all copiesthereof, upon the termination of the Executive’s employment. In the event of a breach or threatenedbreach by the Executive of the provisions of this Section 7, in addition to all other remediesavailable to the Company, the Company shall be entitled to an injunction restraining the Executivefrom disclosing any written Confidential Information or from rendering any services to any person,firm, corporation, association or other entity to whom any written Confidential Information hasbeen
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disclosed or is threatened to be disclosed, without the need to post bond or other security. In theevent of any suit or arbitration with respect to the Executive’s obligations in this Section 7, theExecutive shall pay all costs incurred by the Company in securing an injunction (or other equitableremedy) and/or damages, including reasonable attorneys’ fees and expenses; provided, however, inthe event the Company is unsuccessful in obtaining any such remedy, the Executive shall have noliability for the Company’s costs in connection with such suit or arbitration.     **8. Enforcement of the Company’s obligations**. In the event of any suit or arbitration withrespect to the Company’s obligations under this Agreement, the Company shall pay all costs incurredby the Executive in securing an injunction (or other equitable remedy) and/or damages, includingreasonable attorneys’ fees and expenses; provided, however, in the event the Executive isunsuccessful in obtaining any such remedy, the Company shall have no liability for the Executive’scosts in connection with such suit or arbitration.     **9. Choice of Law.**This Agreement shall be governed by, and interpreted in accordance with,the laws of the State of Alabama.     **10. Amendments.**This Agreement may not be modified, amended or terminated except by awritten document executed by the Executive and a duly authorized representative of the Company.     **11. Entire Agreement.**This Agreement sets forth the entire agreement between the Company andthe Executive with respect to the payments provided for herein.     **12. Binding Effect.**This Agreement shall be binding upon, and inure to the benefit of, theCompany and the Executive, their respective heirs, successors, assigns, personal representativesand affiliates; provided, however, that the Executive may not assign his right to any paymenthereunder.     **13. Severability.**If any one or more of the provisions of this Agreement is held to beinvalid, illegal or unenforceable for any reason, then the invalidity, illegality orunenforceability of that provision shall not affect any other provision of this Agreement. TheCompany and the Executive intend that this Agreement shall be interpreted as if any invalid,illegal or unenforceable provision were never included herein.         **JAMES A. WHITE**   **SUPERIOR BANCORP**           /s/ James A. White Executive   By: /s/ C. Stanley Bailey C. Stanley Bailey        Chairman and Chief Executive Officer  
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