Exhibit 10.30


 


EMPLOYMENT AGREEMENT


 


 


                This Employment
Agreement (the “Agreement”) is executed this 13th day of October, 2004, by and
between J. Pat Parsons (hereinafter
referred to as “Employee”), and Texas Regional Bancshares, Inc., a Texas
corporation (“Texas Regional”).


 


                WHEREAS, Texas
Regional is a corporation organized pursuant to the laws of the State of Texas,
and is registered as a bank holding company under the Bank Holding Company Act
of 1956, as amended; and


 


WHEREAS, Texas Regional conducts a commercial banking
business in various communities in Texas through its wholly owned subsidiary
Texas State Bank, a Texas state banking association (“Texas State Bank”) ; and


 


WHEREAS, Employee is being employed by Texas Regional
or a direct or indirect subsidiary of Texas Regional (including Texas State
Bank) as a full-time management level employee (the entity from time to time
that is the employer of Employee is herein called the “Employer”)


 


WHEREAS, the Employer hereby employs, or has
previously employed, Employee in the position of President
of Texas State Bank — Southeast Texas Division
(the “Position”) and Employer desires to continue to employ the Employee in
that or other management level positions with the Employer;


 


                NOW, THEREFORE, in
consideration of the provisions contained herein, the parties hereto agree as
follows:


 


Article I.


TERM


 


                The initial term
of this Agreement shall be effective as of the date hereof, and shall terminate
on February 15, 2007 provided,
however, that on the second anniversary of the effective date and on each day
thereafter, the employment period shall be automatically extended for an
additional one day without any further action by either the Employer or
Employee, it being the intention of the parties that there shall be
continuously a remaining term of not less than one year’s duration of the
Employment Period until a termination event has occurred as described in this
Agreement, or one of the parties shall have elected to terminate this Agreement
as herein provided.


 


Article II.


EMPLOYMENT


 


                2.1           Employer hereby employs Employee, and
Employee hereby accepts employment with the Employer, upon and subject to the
terms and provisions hereof.  Employee
shall serve in the Position set forth above, unless and until the Employer and
Employee mutually decide to move Employee to a different position with the
Employer, or until the Employee is terminated as an employee of Employer.


 


2.2           Employee
shall have such responsibilities and authority as are customary for persons in
positions comparable to the Position, or such other position as Employer and
Employee may mutually agree, or such other duties as may be assigned to
Employee from time to time by the Chief Executive Officer or President of the
Employer.  Employee shall devote his full
business time, attention, and energies to the business of Employer.  It shall not be a violation of this agreement
for the Employee to (a) serve on corporate, civic or charitable boards or
committees, (b) deliver, lecture or teach at seminars or educational
institutions, and (c) manage personal investments, so long s such activities do
not interfere with the Employee’s responsibility hereunder.


 





















2.3           Without
limiting the intended general scope of the authority, duties, and
responsibilities delegated to Employee, the duties of Employee shall include,
but not be limited to, the following:


 


(a)           Direct and oversee the
day-to-day lending operations of Texas State Bank — Southeast Texas Division.


 


(b)           Coordination with the Bank’s
Chief Executive Officer and/or President to formulate the overall business
strategy of Texas State Bank — Southeast Texas Division.


 


(c)           Have overall
responsibility for the strategic market plan and financial plan for the
commercial and retail banking areas of Texas State Bank — Southeast Texas
Division.


 


(d)           Advise the Chief Executive
Officer and/or President and executive officers of the Employer and the Bank on
various affairs concerning the general lending operations of the Bank.


 


(e)           Serve as a member of the
Advisory Board of Directors of Texas State Bank — Southeast Texas Division.


 


(f)            Such other
responsibilities as may be reasonably agreed to by the Chief Executive Officer
and/or President of the Employer and Parsons.


 


 


 


Article III.


COMPENSATION


 


                3.1           For services to be rendered by
Employee hereunder, Employer agrees to pay or cause to be paid to Employee
during the first year of the Agreement an annual salary of $215,000.00, payable in installments
in accordance with Employer’s payroll policies. 
During each succeeding year of this Agreement, Employer agrees to pay
Employee an annual salary (payable in installments in accordance with Employer’s
payroll policies) equivalent to the annual salary paid in the immediately
preceding year plus incremental annual increases awarded at the sole discretion
of Employer’s Chief Executive Officer, Board of Directors and Compensation
Committee of the Board.


 


3.2           Employee
shall also be eligible to participate in various bonus and incentive
compensation programs offered by the Employer to employees in positions of
similar responsibility, it being understood that the bonuses and compensation
offered or paid may vary in amount or type among employees, and nothing herein
shall be construed to guarantee to Employee that Employee will receive the maximum
or largest amount of compensation or benefit, or that Employee shall be
permitted to participate in all benefit programs.  For purposes of this agreement, positions of
similar responsibility shall mean positions generally comparable in terms of
officer rank, level of responsibility and contribution to the profitability of
the Employer.  It is not the intent of
this paragraph that any bonuses or other incentive compensation awarded by the
Employer will increase the annual base salary.


 


3.3           All
amounts payable to Employee under this Article shall be subject to reduction
for withholding and other deductions required by law.


 


3.4           Employer may also pay Employee such
other and further benefits (including fringe benefits and perquisites) as
Employer may award from time to time in its sole discretion and as Employee may
become entitled to receive from time to time under and in accordance with the
terms and conditions of any profit sharing, employee stock ownership plan (with
401(k) provisions) or other section 401(k) plan, or any other incentive,
retirement or 


 


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employee benefit plan adopted by Employer and made
available to other employees of Employer in positions of similar responsibility
(as described above), it being understood that the bonuses and compensation
offered or paid may vary in amount or type among employees, and nothing herein
shall be construed to guarantee to Employee that Employee will receive the
maximum or largest amount of compensation or benefit, or that Employee shall be
permitted to participate in all benefit programs.  In its sole discretion, Employer may pay
Employee an annual or other periodic performance bonus.


 


3.5           Employer will provide at Employer’s
expense medical health insurance for the Employee and Employee’s spouse and
minor children living with the Employee.


 


3.6           Employer will provide at Employer’s
expense life insurance coverage on the Employee in an amount equal to two times
base annual salary with double indemnity for accidental death under the terms
of the policy.


 


3.7           Employer will provide at Employer’s
expense long-term disability insurance coverage on the Employee providing for a
benefit equal to the lesser of 66-2/3% of Employee’s regular base salary or the
maximum monthly benefit of $10,000.00, through age 65.


 


3.8           Employer will provide at Employer’s
expense an annual executive physical examination for Employee.


 


 


Article IV.


EXPENSES


 


                Employer agrees to
pay the professional dues of Employee for membership in all banking, financial
and community organizations as approved or consented to by Employer.  Employer shall also pay the ordinary,
reasonable and necessary expenses of Employee in connection with attendance at professional
institutes, conventions, seminars and similar functions, as approved or
consented to by Employer.  Employer also
agrees to reimburse Employee for all ordinary, necessary and reasonable
business expenses of Employee incurred in connection with the business of
Employer which are approved or consented to by Employer in accordance with its
normal policies, upon presentation of appropriate receipts by Employee and
consistent with the policies established by Employer in such regard.


 


Article V.


VACATION, HOLIDAY AND SICK LEAVE


 


Employee shall be entitled to annual vacations in
accordance with the Employer’s personnel policy; provided, however, that in no
event will such annual vacation be less than four (4)
weeks per year during each year of employment hereunder.  Vacations shall not include attendance at
professional institutes, conventions, seminars and similar functions described
in Article VI above.  Employee shall also
be entitled to receive all paid holidays scheduled by Employer and shall
receive sick leave and other benefits in accordance with the policies of
Employer.


 


Article VI.


TERMINATION BY EMPLOYER


 


                6.1           Employer may terminate the employment
of Employee at any time in accordance with the following provisions:


 


(i)            for “cause,” which for purposes of
this Agreement shall mean each of the following:


 


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(a)                                  an act or acts of dishonesty or
disloyalty by Employee materially and adversely affecting Texas Regional, Texas
State Bank or any direct or indirect subsidiary or affiliate of Texas Regional;


 


(b)                                 Employee’s material breach of any of his
obligations of this Agreement;


 


(c)                                  Employee’s gross negligence or willful
misconduct in performance of the duties and services required of him pursuant
to this Agreement; or


 


(d)                                 Employee’s conviction of a felony or
Employee’s conviction of a misdemeanor involving moral turpitude; or


 


                (ii)           in the sole discretion of the Board of
Directors of Employer or the Chief Executive Officer of Employer, without
cause.


 


Notwithstanding any other provision of this Agreement, the parties
agree that Employee’s employment is “at will” and that he shall only serve at
the pleasure of the Employer’s Board of Directors and Chief Executive Officer.


 


(b)                                 Employee’s employment may be terminated
at any time during the employment period by Employee with or without cause or
Good Reason.  For purposes of this
Agreement, “Good Reason” shall mean


 


(i)            the assignment to the Employee of any
duties materially inconsistent in any respect with the Employee’s position
(including situs, office and title), authority, duties and responsibilities as
contemplated by section 2 of this Agreement, excluding any isolated,
insubstantial or inadvertent action not taken in bad faith and which is
remedied by Employer promptly after notice of such action;


 


(ii)           any material failure by the Employer to
comply with any of the provisions of this Agreement;


 


(iii)          the Employer requiring the Employee to be
based at any office outside the Beaumont metropolitan area or other mutually
agreed location; or


 


(iv)          any reduction in annual salary as stated
in section 3.1 or as hereafter increased.


 


6.2                                                         a. 
In the event of termination of employment by the Employer “for cause”,
then the Employee shall only be entitled to his base salary and all benefits
hereunder earned or accrued through the date of termination. Payment shall be
made in lump sum to the Employee within 15 days from the date of termination.


 


b.  For purposes
of this Agreement, “Window Period” shall mean the 180-day period immediately
following any Change in Control as defined in Section 6.3 of this Agreement.


 


c.  In the event
of termination of employment (1) by the Employer without cause, including
termination as a result of the death or disability of the Employee, or (2) by
the Employee for Good Reason or during a Window Period upon a Change in
Control, the Employer shall pay or provide to or in respect of the Employee,
the following amounts and benefits:


 


(i)    an amount
equal to the sum of (1) the Employee’s base salary through the date of
termination which has been earned but not paid, (2) any deferred compensation
that was previously awarded to or earned by Employee, together with accrued
interest or earnings thereon, and (3) unused vacation pay.


 


(ii)   An amount
equal to 100% of one year’s annual base salary; provided that if the
termination occurs during a Window Period because of a Change in Control, the
amount shall be 150% of one year’s base salary; and


 


(iii)  Medical
benefits coverage for the Employee and his family for the lesser of the period
of time that this Agreement would have been in effect, or 12 calendar months.


 


6.3           Change
in Control:


 


                a.             Employer recognizes that the
Position held by Employee with the Employer is one of those employees whose
high quality of job performance is essential to promoting and protecting the
best interests of the Employer.  The
Employer further recognizes (i) that it is possible that a Change in Control
(as defined herein) could occur at some time in the future, (ii) that the
uncertainty associated with such a possibility could result in the distraction
of the Employee from his assigned duties and responsibilities, (iii) that it is
in the best interest of the Employer to assure the continued attention by the
Employee to such duties and responsibilities without such distraction, and (iv)
that Employee must be able to participate in the assessment and evaluation of
any proposal which could effect a Change in Control without the Employee being
influenced in the exercise of his judgment by uncertainties regarding his
future financial security.


 


b.             “Change in Control” is defined as any of the following:


 


(i)            a change in the ownership of the
capital stock of the Texas Regional Bancshares, Inc. or Employer whereby a
corporation, person, or group acting in concert (hereinafter this Agreement
shall collectively refer to any combination of these three (a corporation,
person or group acting in concert) as a “Person”) as described in Section
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
acquires, directly or indirectly, beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of a number of shares of the
Bank or Employer which constitutes fifty percent (50%) or more of the combined
voting power of the Bank’s or Employer’s then outstanding capital stock then
entitled to vote generally in the election of directors;


 


(ii)           the persons who were members of the
Board of Directors of the Employer or the Bank immediately prior to a tender
offer, exchange offer or any combination of the foregoing, cease to constitute
a majority of the Board of Directors of the Employer or the Bank;


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(iii)          a tender offer or exchange offer is
made by any Person which is successfully completed and which results in such
Person beneficially owning (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) either (1) fifty percent (50%) or more of the Bank’s or
Employer’s outstanding shares of common stock or (2) shares of capital stock
having fifty percent (50%) or more of the combined voting power of the Bank’s
or Employer’s then outstanding capital stock (other than an offer made by the
Bank or Employer), and sufficient shares are acquired under the offer to cause
such Person to own fifty percent (50%) or more of the voting power of the Bank
or Employer; or


 


(iv)          the occurrence of any other
transaction or series of related transactions which have substantially the same
effect as the transactions specified in any of the preceding clauses (any one
of the foregoing being herein called a “Transaction”).  


 


c.             Notwithstanding any provisions of this Agreement to the
contrary, in the event that the aggregate payments or benefits to be made or
afforded pursuant to this Agreement, would be deemed to include an “excess
parachute payment” under Section 280G of the Internal Revenue Code, then the
termination benefits shall be reduced to an mount which is One Dollar ($1.00)
less than the greatest amount allowed to be paid under Section 280G without
constituting an “excess parachute payment”.


 


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Article VII.


MISCELLANEOUS PROVISIONS


 


                7.1           Waiver.  The waiver by either party of a breach or a
violation of any provision of this Agreement shall not operate as or be
construed as a waiver of any subsequent breach hereof.


 


                7.2           Notices.  Any and all notices required or permitted to
be given under this Agreement will be sufficient if furnished in writing, sent
by registered or certified mail to the last known residence address in the case
of Employee or to the principal office of Employer in McAllen, Texas to the
attention of the Chief Executive Officer.


 


                7.3           Authority.  The enforceability of this Agreement is
subject to the express condition precedent of approval by the Board of
Directors of Employer.


 


                7.4           Governing Law.  This Agreement shall be interpreted,
construed and governed according to the laws of the State of Texas, without
regard to conflicts of laws.


 


                7.5           Assignment.  Employee may not assign his rights or
obligations hereunder except as and to the extent expressly permitted
hereby.  The rights and obligations of
Employer hereunder shall inure to the benefit of and shall be binding upon its
successors and assigns.  The rights and
benefits of Employee hereunder shall inure to the benefit of and be enforceable
by the Employee’s heirs, executors, or other legal representatives.


 


                7.6           Paragraph or Section Headings.  The paragraph or section headings contained
in this Agreement are for convenience only and shall in no manner be construed
as a part of this Agreement.


 


                7.7           Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and together shall
constitute one and the same agreement.


 


                7.8           Legal Construction.  In case any one or more of the provisions in
this Agreement shall for any reason be held to be illegal, invalid or
unenforceable in any respect, such illegality, invalidity or unenforceability
shall not affect any other provision hereof and this Agreement shall be
reformed by a court of competent jurisdiction effective as of the effective
date of execution, to be as near in meaning as possible and be legal, valid and
enforceable.


 


                7.9           Prior Agreement Superseded.  This Agreement constitutes the sole and only
agreement of the parties hereto and supersedes any prior understanding or
written or oral agreements between the parties respecting the subject matter
hereof.


 


                7.10         Mediation.  The
parties hereto agree that they will attempt to settle any claim or controversy
arising out of this Agreement through consultation and negotiation in good
faith and a spirit of mutual cooperation. 
If those attempts fail, then the dispute will be mediated by a mutually
acceptable mediator to be chosen by mutual consent of the parties within
fifteen days after written notice from either party demanding 


 


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mediation. 
Neither party may unreasonably withhold consent to the selection of a
mediator, and the parties will share the cost of the mediation equally.  Any dispute which the parties cannot resolve
through mediation or negotiation within six months of the date of the initial
demand for mediation by one of the parties may then be submitted to the courts
within the United States for resolution. 
The use of mediation will not be construed under the doctrines of
laches, waiver or estoppel to affect adversely the rights of any party.  Nothing in this section will prevent any
party from resorting to judicial proceedings if (a) good faith efforts to
resolve the dispute under these procedures have been unsuccessful or (b)
interim relief from a court is necessary to prevent serious and irreparable
injury.


 


 


 


                Executed
to be effective as on the date first above written.


 


	
   

  	
  Employer:

  	 

	
   

  	
   

  	 

	
   

  	
  TEXAS REGIONAL BANCSHARES, INC.

  	 

	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ G.E. Roney

  	 

	
   

  	
   

  	
  Glen E. Roney, Chairman of the Board

  	 

	
   

  	
   

  	
  & Chief Executive Officer

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Employee:

  
	
   

  	
   

  
	
   

  	
  /s/ J. Pat Parsons

  
	
   

  	
  J. Pat Parsons

  



 


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