ex10_01.htm


    
      
        

      

    

    EXHIBIT
10.01

    


    BRITTON
& KOONTZ CAPITAL CORPORATION

    EXECUTIVE
EMPLOYMENT AGREEMENT

    


    THIS AGREEMENT (the
“Agreement”) is entered into by and between W. Page Ogden (“Executive”) and
Britton & Koontz Capital Corporation, a Mississippi corporation (the
“Company”), and is intended to amend, restate, and replace, in its entirety,
that certain Employment Agreement between the Company and Executive dated as of
December 31, 2002 (the “Prior Agreement”).

    


    1.           Employment
And Term:

    


    1.1           Position.  The
Company shall employ and retain Executive as its President and Chief Executive
Officer or in such other capacity or capacities as shall be mutually agreed
upon, from time to time, by Executive and the Company, and Executive agrees to
be so employed, subject to the terms and conditions set forth
herein.  Executive’s duties and responsibilities shall be those
assigned to him hereunder, from time to time, by the Board of Directors of the
Company (the “Board”) and shall include such duties as are the type and nature
normally assigned to similar executive officers of a commercial banking
corporation of the size, type and stature of the Company.  Executive
shall report directly to the Board of Directors.

    


    1.2           Concurrent
Employment.  During the term of this Agreement, Executive and
the Company acknowledge that Executive may be concurrently employed by the
Company and Britton & Koontz Bank, N.A., the Company’s wholly-owned
subsidiary, and one or more additional subsidiaries or other entities with
respect to which the Company owns (within the meaning of Section 425(f) of the
Internal Revenue Code of 1986, as amended (the “Code”)) 50% or more of the total
combined voting power of all classes of stock or other equity interests (an
“Affiliate”), and that all of the terms and conditions of this Agreement shall
apply to such concurrent employment.  Reference to the Company
hereunder shall be deemed to include any such concurrent employers, unless the
context clearly indicates to the contrary.

    


    1.3           Full Time and
Attention.  During the term of this Agreement and any
extensions or renewals thereof, Executive shall devote his full time, attention
and energies to the business of the Company and will not, without the prior
written consent of the Board of Directors of the Company, be engaged (whether or
not during normal business hours) in any other business or professional
activity, whether or not such activities are pursued for gain, profit or other
pecuniary advantage.

    


    Notwithstanding
the foregoing, Executive shall not be prevented from (a) engaging in any civic,
charitable or banking professional or trade association activity for which
Executive receives no compensation or other pecuniary advantage, (b) investing
his personal assets in businesses which do not compete with the Company,
provided that such investment will not require any services on the part of
Executive in the operation of the affairs of the businesses in which investments
are made and provided further that Executive’s participation in such businesses
is solely that of an investor, or (c) purchasing securities in any corporation
whose securities are regularly traded, provided that such purchases will not
result in Executive owning beneficially at any time 5% or more of the equity
securities of any corporation engaged in a business competitive with that of the
Company.

    


    1.4           Term.  Executive’s
employment under this Agreement shall commence as of January 1, 2009 (the
“Effective Date”), and shall terminate on December 31, 2012; provided, that such
term shall automatically be extended for two additional successive one-year
periods unless, at least 90 days prior to the commencement of any such one-year
renewal term, either party provides written notice to the other that the
Employment Term shall not be further renewed (the date on which employment
hereunder ceases referred to herein as Executive’s “Termination Date”; the
period between the Effective Date and the Termination Date referred to herein as
Executive’s “Employment Term”).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    2.           Compensation
And Benefits:

    


    2.1           Base
Compensation.  The Company shall pay Executive an annual salary
not less than his annual base salary in effect as of the Effective Date, such
amount shall be prorated and paid in equal installments in accordance with the
Company’s regular payroll practices and policies and shall be subject to
applicable withholding and other applicable taxes (Executive’s “Base
Compensation”).  Executive’s Base Compensation shall be reviewed no
less often than annually and may be increased or reduced by the Board or the
Compensation Committee thereof, in its discretion.

    


    2.2           Bonuses, Incentives and Other
Benefits.  During the Employment Term, Executive shall be
eligible for participation in the Company’s:

    


    
      	
               
      

            	
              a.

            	
              Annual
      cash incentive plan (any bonus paid thereunder referred to as an
      “Incentive Bonus”);

            


    

    
        b.           
2007 Long-Term Incentive Compensation Plan; and

    


    
      	
               
      

            	
              c.

            	
              That
      certain Salary Continuation Agreement between the Company and Executive
      most recently amended and restated December 12, 2007 (the “Salary
      Continuation Agreement”).

            


    

    


    each as
may be amended, restated, supplemented or replaced, from time to time, in
accordance with its terms.

    


    Executive
further shall participate in such plans, policies, and programs as may be
maintained, from time to time, by the Company or any affiliate thereof, at least
80% of the common stock or other equity interests of which is owned, directly or
indirectly, by the Company (an “Affiliate”), for the benefit of senior
executives or employees of the Company.  Such plans, policies and
programs may include, without limitation, profit sharing, life insurance, and
group medical and other welfare benefit plans.  Any payments or
benefits thereunder shall be subject to and determined in accordance with the
specific terms and conditions of the documents evidencing any such separate
plans, policies, and programs.

    


    2.3           Reimbursement of
Expenses.  The Company shall reimburse Executive for such
reasonable and necessary expenses as are incurred in carrying out his duties
hereunder, consistent with the Company’s standard policies and annual
budget.  The Company’s obligation to reimburse Executive hereunder
shall be contingent upon the substantiation by Executive of such expenditures in
accordance with the Company’s policies.

    


    If and to
the extent Executive’s right to reimbursement hereunder is deemed “deferred
compensation” within the meaning of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”):

    


    
      	
               
      

            	
              a.

            	
              Executive
      shall make a claim for any reimbursement not later than 90 days after the
      end of the calendar year in which the expense giving rise to such claim is
      incurred.

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      Company shall promptly pay or reimburse such expenses upon receipt of such
      information and supporting documentation as it may reasonably request, but
      not later than December 31st of the calendar year following the calendar
      year in which such expenses are
incurred.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    2.4           Fringe Benefits.  In
addition to the foregoing, Executive shall be entitled to the following fringe
benefits:

    


    
      	
               
      

            	
              a.

            	
              Use
      of a leased or Company-owned motor vehicle, which shall be reasonably
      satisfactory to Executive; reasonably promptly after the end of each
      calendar year, Executive shall provide the Company with the amount of
      personal mileage on such vehicle in such year and shall receive additional
      taxable income equal to Executive’s personal mileage multiplied by the
      standard mileage rate fixed by the Internal Revenue Service, from time to
      time.

            


    

    


    
      	
               
      

            	
              b.

            	
              Reimbursement
      or payment of expenses for dues and capital assessments for membership in
      (1) Beau Pre Country Club, Natchez, Mississippi, and (2) the City Club of
      Baton Rouge, Baton Rouge, Louisiana, and for other civic club memberships;
      provided, that if any bond or capital or similar payment made by the
      Company is repaid to Executive, Executive shall promptly remit to the
      Company the amount thereof.

            


    

    


    c.           No
less than four weeks of vacation each year.

    


    3.           Termination:

    


    3.1           Termination Payments to
Executive.  As set forth more fully in this Section 3,
Executive may be paid one or more of the following amounts on account of his
termination of employment hereunder:

    


    
      	
               
      

            	
              a.

            	
              Executive’s
      annualized Base Compensation in effect on his Termination
      Date.

            


    

    


    
      	
               
      

            	
              b.

            	
              Executive’s
      Incentive Bonus, prorated to reflect his actual period of service during
      the year in which his Terminate Date
occurs;

            


    

    


    
      	
               
      

            	
              c.

            	
              Executive’s
      Incentive Bonus in the target amount applicable during the year in which
      his Termination Date occurs; and/or

            


    

    


    
      	
               
      

            	
              d.

            	
              If
      Executive and/or his dependants elect to continue group medical coverage
      within the meaning of Code Section 4980B(f)(2) with respect to one or more
      group health plans sponsored by the Company or an Affiliate (other than a
      health flexible spending account under a self-insured medical
      reimbursement plan described in Code Sections 125 and 105(h)), an amount
      equal to the continuation coverage premium for the same type and level of
      group health plan coverage received by Executive and his electing
      dependents immediately prior to such termination of Executive’s employment
      for the period such coverage is actually continued in accordance with Code
      Section 4980B, but not more than 12
months.

            


    

    


    Executive
shall further be entitled to receive such other compensation or benefits as may
be provided under the terms of any separate plan or agreement maintained by the
Company or its Affiliates; provided, however, that the provision of any amount
hereunder shall be in lieu of, and not in addition to, any severance pay or
similar termination benefit otherwise payable to Executive under any severance
plan, policy or program maintained by the Company or an
Affiliate.  For purposes of clarity, and without limiting the
generality of the foregoing, nothing herein is intended to limit or restrict
Executive’s right to receive payments under the Salary Continuation Agreement
(Executive’s right to receive payments thereunder being determined solely in
accordance with the terms and provisions of such agreement).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    3.2           Termination for Death or
Disability.  If Executive dies or becomes Disabled during the
Employment Term, this Agreement and Executive’s employment hereunder shall
immediately terminate.  In such event, the Company shall pay to
Executive:

    


    
      	
               
      

            	
              a.

            	
              Such
      amounts and benefits as are required by law to be paid or provided, at
      such time or times as required to be paid or provided under applicable
      law; and

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      amount determined in accordance with Section 3.1b hereof, which shall be
      paid as of the date on which any such Incentive Bonus would ordinarily be
      paid under the terms of the Company’s cash bonus
  plan.

            


    

    


    For
purposes of this Section 3.2, Executive shall be deemed “Disabled” if he is (a)
unable to engage in any substantial gainful activity due to a
medically-determinable physical or mental impairment that can be expected to
result in death or to last for a continuous period of at least 12 months, or (b)
receiving benefits under the Company’s or an Affiliate’s separate long-term
disability plan for a period of at least three months as a result of a
medically-determinable physical or mental impairment.  The Board shall
certify whether Executive is Disabled as defined herein.

    


    3.3           Company’s Termination for
Cause.  This Agreement and Executive’s employment hereunder may
be terminated by the Board of Directors at any time on account of
Cause.  In such event, the Company shall pay or provide to Executive
only such amounts or benefits as are required by law to be paid.  For
purposes of this Agreement, “Cause” means that Executive has:

    


    
      	
               
      

            	
              a.

            	
              Committed
      an intentional act of fraud, embezzlement or theft in the course of his
      employment or otherwise engaged in any intentional misconduct which is
      materially injurious to the Company’s or an Affiliate’s financial
      condition or business reputation;

            


    

    


    
      	
               
      

            	
              b.

            	
              Committed
      intentional damage to the property of the Company or an Affiliate or
      committed intentional wrongful disclosure of Confidential Information as
      defined in Section 5.2 hereof, which is materially injurious to the
      Company’s or an Affiliate’s financial condition or business
      reputation;

            


    

    


    
      	
               
      

            	
              c.

            	
              Been
      indicted for the commission of a felony or a crime involving moral
      turpitude;

            


    

    


    
      	
               
      

            	
              d.

            	
              Willfully
      and substantially refused to perform the essential duties of his position,
      which has not been cured within 30 days following written notice by the
      Board;

            


    

    


    
      	
               
      

            	
              e.

            	
              Committed
      a material breach of this Agreement, which has not been cured within 30
      days following receipt of written notice of the breach from the
      Board;

            


    

    


    
      	
               
      

            	
              f.

            	
              Intentionally,
      recklessly or negligently violated any material provision of any code of
      ethics, code of conduct or equivalent code or policy of the Company or its
      Affiliates applicable to senior executives of the Company;
    or

            


    

    


    
      	
               
      

            	
              g.

            	
              Intentionally,
      recklessly or negligently violated any applicable material provision of
      the Sarbanes-Oxley Act of 2002 or any of the rules adopted by the
      Securities and Exchange Commission implementing any such
      provision.

            


    

    


    No act or
failure to act on the part of Executive will be deemed “intentional” if it was
due primarily to an error in judgment or negligence, but will be deemed
“intentional” only if done or omitted to be done by Executive not in good faith
and without reasonable belief that his action or omission was in the best
interest of the Company or an Affiliate or in accordance with applicable federal
regulations.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    3.4           Termination by the Company, Without
Cause.  The Company may terminate this Agreement and
Executive’s employment hereunder, without Cause, upon 90 days prior written
notice to Executive, or such shorter period as may be agreed upon by Executive
and the Board.  In such event, the Company shall provide to
Executive:

    


    
      	
               
      

            	
              a.

            	
              The
      amount determined under Section 3.1a hereof in the form of a single-sum
      payment 30 days after his Termination
Date;

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      amount determined in accordance with Section  3.1b hereof, which
      amount shall be paid in a single-sum as of the date on which amounts are
      ordinarily payable under the terms of the cash bonus
  plan;

            


    

    


    
      	
               
      

            	
              c.

            	
              Executive
      shall be deemed fully vested in the maximum benefit under his Salary
      Continuation Plan, which amount shall be paid in the amount and at the
      time or times determined thereunder for normal retirement thereunder;
      and

            


    

    


    
      	
               
      

            	
              d.

            	
              The
      amounts described in 3.1d hereof, which amounts shall be paid as of the
      first day of each month for the duration of the period described
      therein.

            


    

    


    3.5           Termination by
Executive.  Executive may terminate this Agreement and his
employment hereunder, upon 90 days prior written notice to the Company or such
shorter period as may be agreed upon by the Board and Executive.  In
such event, the Company shall pay or provide to Executive only such amounts and
benefits as are required by law to be paid. No additional payments or benefits
shall be due hereunder, except as may be provided under a separate plan, policy
or program in which Executive participates as of his Termination
Date.

    


    3.6           Retirement; Expiration of
Agreement.  In the event that Executive shall Retire or this
Agreement shall expire in accordance with Section 1.4 hereof, the rights and
obligations of the parties hereto shall cease, Executive’s employment hereunder
shall be terminated, and the Company shall pay or provide to
Executive:

    


    a.           Any
amount required by law to be paid or provided;

    


    
      	
               
      

            	
              b.

            	
              The
      amount determined in accordance with the provisions of Section 3.1b
      hereof, which shall be paid in a single-sum as of the date on which
      amounts are ordinarily payable under the terms of the cash bonus plan;
      and

            


    

    


    
      	
               
      

            	
              c.

            	
              Any
      amount payable under a separate plan, policy or program in which Executive
      is a participant as of his Termination
Date.

            


    

    


    Executive
shall be deemed to have “Retired” hereunder on account of his termination of
employment for any reason, or for no reason, and whether involuntary or
voluntary, on or after the date on which he attains age 65; provided that
Executive’s involuntary termination by the Company for Cause shall not
constitute retirement hereunder, regardless of Executive’s attained
age.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    3.7           Return of
Property.  Upon termination or expiration of this Agreement and
the employment of Executive hereunder, for any reason, Executive or his estate
shall promptly return to the Company all of the property of the Company and its
Affiliates.

    


    4.           Change
In Control:

    


    4.1           Definitions.  The
term “Change in Control” shall mean and be deemed
to occur upon a Change in Equity Ownership, a Change in Effective Control, a
Change in the Ownership of Assets or a Change by Merger.  For this
purpose:

    


    
      	
               
      

            	
              a.

            	
              A
      “Change in Equity Ownership” means that a person or group acquires,
      directly or indirectly in accordance with Code Section 318, more than 50%
      of the aggregate fair market value or voting power of the capital stock of
      the Company, including for this purpose capital stock previously acquired
      by such person or group; provided, however, that a Change in Equity
      Ownership shall not be deemed to occur hereunder if, at the time of any
      such acquisition, such person or group owns more than 50% of the aggregate
      fair market value or voting power of the Company’s capital
      stock.

            


    

    


    
      	
               
      

            	
              b.

            	
              A
      “Change in Effective Control” means that (i) a person or group acquires
      (or has acquired during the immediately preceding 12-month period ending
      on the date of the most recent acquisition by such person or group),
      directly or indirectly in accordance with Code Section 318, ownership of
      the capital stock of the Company possessing 35% or more of the total
      voting power of the Company, or (ii) a majority of the members of the
      Board of Directors of the Company is replaced during any 12-month period,
      whether by appointment or election, without endorsement by a majority of
      the members of the Board prior to the date of such appointment or
      election.

            


    

    


    
      	
               
      

            	
              c.

            	
              A
      “Change in the Ownership of Assets” means that any person or group
      acquires (or has acquired in a series of transactions during the
      immediately preceding 12-month period ending on the date of the most
      recent acquisition) all or substantially all of the assets of the
      Company.

            


    

    


    
      	
               
      

            	
              d.

            	
              A
      “Change by Merger” means that the Company shall consummate a merger or
      consolidation or similar transaction with another corporation or entity,
      unless as a result of such transaction, more than 50% of the then
      outstanding voting securities of the surviving or resulting corporation or
      entity shall be owned in the aggregate by the former shareholders of the
      Company and the voting securities of the surviving or resulting
      corporation or entity are owned in substantially the same proportion as
      the common stock of the Company was beneficially owned before such
      transaction.

            


    

    


    The term
“Good Reason,” when used herein, shall mean that in connection with a Change in
Control:

    


    
      	
               
      

            	
              a.

            	
              Executive’s
      Base Compensation in effect immediately before such change is materially
      reduced;

            


    

    


    
      	
               
      

            	
              b.

            	
              Executive’s
      authority, duties or responsibilities are materially reduced from those
      contemplated in Section 1.1 hereof;

            


    

    


    
      	
               
      

            	
              c.

            	
              Executive
      is subject to a material change in the geographic location at which he
      must perform services hereunder, or

            


    

    


    
      	
               
      

            	
              d.

            	
              A
      material breach of this Agreement by the Company or an Affiliate
      occurs.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    No event
or condition described in this Section 4.1 shall constitute Good Reason unless
(a) Executive gives the Company notice of his objection to such event or
condition within a reasonable period after Executive learns of such event, but
not more than 30 days after Executive first learns of such event, (b) such event
or condition is not promptly corrected by the Company, but in no event later
than 30 days after receipt of such notice, and (c) Executive resigns his
employment with the Company (and its Affiliates) not more than 60 days following
the expiration of the 30-day period described in subparagraph (b)
hereof.

    


    4.2           Termination In Connection With a
Change in Control.  If Executive’s employment is terminated by
the Company, without Cause, or Executive terminates his employment hereunder for
Good Reason, either such event occurring at any time within the 24-month period
following a Change in Control, then notwithstanding any provision of this
Agreement to the contrary and in lieu of any compensation or benefits otherwise
payable hereunder the Company shall pay or provide to Executive:

    


    
      	
               
      

            	
              a.

            	
              The
      amount determined under Sections 3.1a and 3.1c hereof in the form of a
      single-sum payment 30 days after his Termination Date;
  and

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      amounts described in 3.1d hereof, which amounts shall be paid as of the
      first day of each month for the duration of the period described
      therein.

            


    

    


    5.           Limitations
On Activities:

    


    5.1           Consideration for Limitation on
Activities.  Executive acknowledges that the execution of this
Agreement and the payments described herein constitute consideration for the
limitations on activities set forth in this Section 5, the adequacy of which is
hereby expressly acknowledged by Executive.

    


    5.2           Intellectual
Property.  The parties hereto agree that the Company owns all
Intellectual Property (as defined below) and associated
goodwill.  Executive agrees to perform, whether during the Employment
Term or thereafter, such actions as may be necessary or desirable to transfer,
perfect and defend the Company’s ownership or registration of such
property.  For purposes of this Agreement, “Intellectual Property”
shall mean all inventions, discoveries, creations, trade secrets, works of
authorship or any other intellectual property concerning the business or
interests of the Company and its Affiliates.

    


    5.3           Confidential
Information.  Executive recognizes and acknowledges that during
the Employment Term he will have access to confidential, proprietary, non-public
information concerning the Company and its Affiliates, which may include (a)
books, records and policies relating to operations, finance, accounting,
personnel and management, (b) information related to any business entered into
by the Company or an Affiliate, (c) credit policies and practices, databases,
customer lists, information obtained on competitors, and tactics, (d) various
other non-public trade or business information, including business opportunities
and strategies, marketing, acquisition or business diversification plans, and
(e) selling and operating policies and practices, including policies and
practices concerning the identity, solicitation, acquisition, management, resale
or cancellation of unsecured or secured credit card accounts, loan or lease
accounts or other accounts relating to consumer products and services
(collectively, “Confidential Information”).  Executive agrees that he
will not at any time, either during the Employment Term or afterwards, make any
independent use of, or disclose to any other person or organization any
Confidential Information, except as may be expressly authorized by the Company,
in the ordinary course of Executive’s employment with the Company and its
Affiliates or as may be required by law or legal process.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    5.4           Non-Solicitation.  Executive
agrees that during the one-year period commencing on his Termination Date, he
shall not, directly or indirectly, for his own benefit or on behalf of another
or to the Company’s detriment:

    


    
      	
               
      

            	
              a.

            	
              Solicit,
      hire or offer to hire or participate in the hiring of any of the Company’s
      or an Affiliate’s officers, employees or
agents;

            


    

    


    
      	
               
      

            	
              b.

            	
              Persuade
      or attempt to persuade in any manner any officer, employee or agent of the
      Company or an Affiliate to discontinue any relationship with the Company
      or an Affiliate; or

            


    

    


    
      	
               
      

            	
              c.

            	
              Solicit
      or divert or attempt to solicit or divert any customer or depositor of the
      Company or an Affiliate.

            


    

    


    5.5           Non-Competition.  The
Executive agrees that he shall not, for a period of one year immediately
following his Termination Date, whether as an employee, officer, director,
shareholder, owner, partner, joint venturer, independent contractor, consultant
or in another managerial capacity, engage in the Banking Business in the
Restricted Area.  For purposes of this Section 5.5, the term “Banking
Business” shall mean the management and/or operation of a retail bank or other
financial institution.  The term “Restricted Area” shall mean the area
within the municipalities of Baton Rouge, Louisiana, Natchez, Mississippi, and
Vicksburg, Mississippi, as well as within a 20-mile radius of any other
geographic location in which the Company or an Affiliate has an office on the
Termination Date.

    


    5.6           Business
Reputation.  Executive agrees that during the Employment Term
and at all times thereafter he shall refrain from performing any act, engaging
in any conduct or course of action or making or publishing an adverse, untrue or
misleading statement which has or may reasonably have the effect of demeaning
the name or business reputation of the Company or its Affiliates or which
adversely affects (or may reasonably adversely affect) the best interests
(economic or otherwise) of the Company or an Affiliate, except as may be
required by law or legal process.

    


    The
Company agrees that, whether during the Employment Term or thereafter, it shall
refrain from performing any act, engaging in any conduct or course of action or
making or publishing an adverse, untrue or misleading statement which has or may
reasonably have the effect of demeaning the name or business reputation of
Executive or which adversely affects (or may reasonably adversely affect) the
best interests (economic or otherwise) of Executive, except as may be required
by law or legal process.

    


    5.7           Reformation.  The
parties agree that each of the prohibitions set forth herein is intended to
constitute a separate restriction.  Accordingly, should any such
prohibition be declared invalid or unenforceable, such prohibition shall be
deemed severable from and shall not affect the remainder thereof.  The
parties further agree that each of the foregoing restrictions is reasonable in
both time and geographic scope.  If and to the extent a court of
competent jurisdiction or an arbitrator, as the case may be, determines that any
of the restrictions or covenants set forth in this Agreement are unreasonable,
then it is the intention of the parties that such restrictions be enforced to
the fullest extent that such court or arbitrator deems reasonable and that this
Agreement shall be reformed to the extent necessary to permit such
enforcement.

    


    5.8           Remedies.  In the
event of a breach or threatened breach by Executive of the provisions of Section
5 hereof, Executive agrees that the Company shall be entitled to a temporary
restraining order or a preliminary injunction (without the necessity of posting
bond in connection therewith) and that any additional payments or benefits due
to Executive or his dependents under Sections 3 and 4 hereof may be suspended,
canceled, or forfeited, in the sole discretion of the
Company.  Nothing herein shall be construed as prohibiting the Company
from pursuing any other remedy available to it for such breach or threatened
breach of the provisions of this Section 5, including the recovery of damages
from Executive.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    6.           Miscellaneous:

    


    6.1           Waiver and
Release.  Notwithstanding any provision of the Agreement to the
contrary, the payment of any amount or the provision of any benefit hereunder,
except to the extent required by law to be paid or provided, may be conditioned,
in the sole discretion of the Board, upon Executive’s execution of a general
waiver and release in favor of the Company, the Bank and such other person or
persons as the Board may reasonably designate.  Any such waiver and
release shall be made in the form prescribed by the Company and at the time
requested by the Company.

    


    6.2           Mitigation Not
Required.  As a condition of any payment hereunder, Executive
shall not be required to mitigate the amount of such payment by seeking other
employment or otherwise, nor will any profits, income, earnings or other
benefits from any source whatsoever create any mitigation, offset, reduction or
any other obligation on the part of Executive under this Agreement.

    


    6.3           Enforcement of This
Agreement.  In addition to the Company’s equitable remedies
provided under Section 5.8 hereof relating to enforcement of the provisions of
Section 5, which need not be exclusively resolved by arbitration, in the event
that any legal dispute arises in connection with, relating to, or concerning
this Agreement, or in the event of any claim for breach or violation of any
provision of this Agreement, Executive agrees that such dispute or claim will be
resolved by arbitration.  Any such arbitration proceeding shall be
conducted in accordance with the rules of the American Arbitration Association
(“AAA”).  Any such dispute or claim will be presented to a single
arbitrator selected by mutual agreement of the Executive and the Company (or the
arbitrator will be selected in accordance with the rules of the
AAA).  All determinations of the arbitrator will be final and binding
upon the Executive and the Company.  Except as provided in Section 6.4
hereof, each party to the arbitration proceeding will bear its own costs in
connection with such arbitration proceedings, except that unless otherwise paid
by the Company in accordance with such section, the costs and expenses of the
arbitrator will be divided evenly between the parties.  The venue for
any arbitration proceeding and for any judicial proceeding related to this
arbitration provision (including a judicial proceeding to enforce this
provision) will be in Natchez, Mississippi.

    


    6.4           Attorneys’ Fees.  In
the event any dispute in connection with this Agreement arises with respect to
obligations of Executive or the Company, all costs, fees and expenses, including
attorneys’ fees, of any litigation, arbitration or other legal action in
connection with such matters in which Executive substantially prevails, shall be
borne by, and be the obligation of, the Company.

    


    In no
event shall Executive be required to reimburse the Company for any of the costs
and expenses incurred by the Company relating to arbitration, litigation or
other legal action in connection with this Agreement.

    


    6.5           No Set-Off.   There
shall be no right of set-off or counterclaim in respect of any claim, debt or
obligation against any payment to Executive provided for in this
Agreement.

    


    6.6           Assistance with
Litigation.  For a period of two years after the Termination
Date, Executive will furnish such information and proper assistance as may be
reasonably necessary in connection with any litigation in which the Company (or
an Affiliate) is then or may become involved, without the payment of a fee or
charge, except reimbursement of his direct expenses.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    6.7           Headings.  Section
and other headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.

    


    6.8           Entire
Agreement.  This Agreement constitutes the final and complete
understanding and agreement among the parties hereto with respect to the subject
matter hereof, and there are no other agreements, understandings, restrictions,
representations or warranties among the parties other than those set forth
herein.  Executive acknowledges that this Agreement replaces in their
entirety any prior agreements between Executive and the Company or its
Affiliates concerning the subject covered by this Agreement, including the Prior
Agreement.

    


    6.9           Amendments.  Except
as provided in Section 5.7 hereof, this Agreement may be amended or modified at
any time in any or all respects, but only by an instrument in writing executed
by the parties hereto.

    


    6.10           Choice of Law.  The
validity of this Agreement, the construction of its terms, and the determination
of the rights and duties of the parties hereto shall be governed by and
construed in accordance with the internal laws of the State of Mississippi
applicable to contracts made to be performed wholly within such state, without
regard to the choice of law provisions thereof.

    


    6.11           Notices.  All
notices and other communications under this Agreement must be in writing and
will be deemed to have been duly given when (a) delivered by hand, (b) sent by
facsimile to a facsimile number given below, provided that a copy is sent by a
nationally recognized overnight delivery service (receipt requested), or (c)
when received by the addressee, if sent by a nationally recognized overnight
delivery service (receipt requested), in each case as follows:

    


    If to
Executive:                      W.
Page Ogden

    Most Recent Address

    on File With the Company

    


    If to the
Company:                Britton
& Koontz Capital Corporation

    500 Main
Street

    Natchez,
Mississippi 39120

    Attention:
Chairman, Board of Directors

    


    or to
such other addresses as a party may designate by notice to the other
party.

    


    6.12           Successors;
Assignment.  This Agreement is personal to Executive and shall
not be assigned by him without the prior written consent of the
Company.

    


    This
Agreement will inure to the benefit of and be binding upon the Company, its
Affiliates, successors and assigns, including, without limitation, any person,
partnership, company, corporation or other entity that may acquire substantially
all of the Company’s assets or business or with or into which the Company may be
liquidated, consolidated, merged or otherwise combined.  This
Agreement will inure to the benefit of and be binding upon Executive, his heirs,
estate, legatees and legal  representatives.  Any payment
due to Executive shall be paid to his surviving spouse or estate after his
death.

    


    6.13           Severability.  Each
provision of this Agreement is intended to be severable.  In the event
that any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable, the same shall not
affect the validity or enforceability of any other provision of this Agreement,
but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision was not contained herein.  Notwithstanding the
foregoing, however, no provision shall be severed if it is clearly apparent
under the circumstances that the parties would not have entered into this
Agreement without such provision.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    6.14           Withholding.  The
Company or an Affiliate may withhold from any payment hereunder any federal,
state or local taxes required to be withheld.

    


    6.15           Survival.  Notwithstanding
anything herein to the contrary, the rights and obligations of the Company and
its Affiliates and Executive under Sections 3, 4, 5 and 6 hereof shall remain
operative and in full force and effect regardless of the expiration or
termination of this Agreement or the termination of Executive’s employment
hereunder for any reason.

    


    6.16           Waiver.  The failure
of either party to insist in any one or more instances upon performance of any
terms or conditions of this Agreement will not be construed as a waiver of
future performance of any such term, covenant, or condition and the obligations
of either party with respect to such term, covenant or condition will continue
in full force and effect.

    


    6.17           Specified Employee
Delay.  If Executive is a Specified Employee as of his
separation from service, then any payment due to Executive on account of such
separation from service (as determined in accordance with the terms of this
Agreement and Code Section 409A) shall be made or commence as of the time or
times and in the form provided herein, to the extent then permitted under such
section.  Otherwise, payment shall be made as of the first day of the
calendar month that is six months after Executive’s separation from service or
as may be later provided herein.  Any payment delayed hereunder shall
include all amounts in arrears, without liability for interest or other loss of
investment opportunity.

    


    This Employment Agreement is
executed in multiple counterparts as of the dates set forth below, each of which
shall be deemed an original, to be effective as of the Effective Date designated
above.

    


    Britton
& Koontz Capital
Corporation                                                                       Executive

    


    By:   /s/ Robert R.
Punches                                                                             /s/ W. Page
Ogden

    


    Its:
  Chairman
of the
Board                                                                           Date: February 19, 2009

    


    Date:
February 19, 2009