EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") dated this 16th day of January,
2007, by and between TRINITY CAPITAL CORPORATION, a New Mexico corporation
("Trinity"), LOS ALAMOS NATIONAL BANK, a national banking association ("LANB"),
TITLE GUARANTY & INSURANCE COMPANY, a New Mexico corporation ("Title Guaranty"),
each with their principal offices in Los Alamos, New Mexico (collectively, the
"Companies"), and WILLIAM C. ENLOE ("Enloe").
WHEREAS, the Companies believe it is in their best interests that Enloe continue
to be employed by the Companies on the terms and conditions contained herein,
and Enloe is willing to be so employed.
NOW, THEREFORE, in consideration of the mutual covenants, promise and agreements
contained herein, and good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:
A.
EMPLOYMENT.
1.
POSITIONS.
SUBJECT TO THE TERMS AND
CONDITIONS HEREIN, TRINITY AGREES TO EMPLOY ENLOE AS CHIEF EXECUTIVE OFFICER AND
PRESIDENT OF TRINITY, AND AS THE SOLE STOCKHOLDER OF LANB AND TITLE GUARANTY,
TRINITY AGREES TO CAUSE ENLOE TO BE EMPLOYED AS CHIEF EXECUTIVE OFFICER OF LANB
AND TITLE GUARANTY AND ENLOE AGREES TO SERVE THE COMPANIES IN SUCH CAPACITIES,
AND/OR IN SUCH OTHER CAPACITIES AS TRINITY AND ENLOE MAY AGREE UPON, ON THE
TERMS SET OUT IN THIS AGREEMENT.
2.
DUTIES AND RESPONSIBILITIES.
ENLOE
SHALL HAVE ALL THE DUTIES, RESPONSIBILITIES AND AUTHORITY NORMALLY PERFORMED BY
THE CHIEF EXECUTIVE OFFICER AND IN THE CASE OF TRINITY BY THE PRESIDENT AND
SHALL RENDER SERVICES CONSISTENT WITH SUCH POSITIONS ON THE TERMS SET FORTH
HEREIN.
ENLOE SHALL REPORT TO THE BOARD OF DIRECTORS OF TRINITY (THE "BOARD").
ENLOE SHALL HAVE SUCH OTHER EXECUTIVE AND MANAGERIAL POWERS AND DUTIES WITH
RESPECT TO TRINITY AND ITS SUBSIDIARIES AS MAY REASONABLY BE ASSIGNED TO HIM BY
THE BOARD.
3.
DIRECTORSHIP.
ENLOE SHALL SERVE ON THE
BOARD OF DIRECTORS OF TRINITY, LANB AND TITLE GUARANTY DURING THE TERM OF THIS
AGREEMENT, SUBJECT TO ELECTION BY THE COMPANIES' SHAREHOLDERS.
4.
DEVOTION OF TIME AND EFFORT.
ENLOE
AGREES TO DEVOTE ALL OF HIS BUSINESS TIME, ATTENTION, SKILL AND EFFORTS TO THE
COMPANIES, SUBJECT TO PERIODS OF VACATION AND SICK LEAVE TO WHICH HE IS
ENTITLED, AND SHALL NOT ENGAGE IN ACTIVITIES THAT SUBSTANTIALLY INTERFERE WITH
SUCH PERFORMANCE.
ENLOE SHALL AVOID ALL ACTUAL OR POTENTIAL CONFLICTS OF
INTEREST OR THE APPEARANCE OF A CONFLICT OF INTEREST AND ANY OUTSIDE ACTIVITIES
THAT WOULD LEAVE HIM UNABLE TO FULFILL HIS JOB DUTIES.
NOTHING IN THE FOREGOING
SHALL PROHIBIT ENLOE FROM SERVING ON THE BOARD OF DIRECTORS FOR OTHER
NON-PROFIT, GOVERNMENTAL OR FOR-PROFIT ENTITIES; PROVIDED, NO VIOLATION OF THIS
1
PROVISION SHALL OCCUR AS A RESULT.
ENLOE MAY RETAIN DIRECTOR FEES OR OTHER
COMPENSATION RECEIVED FOR SUCH SERVICE.
B.
TERM.
THE TERM OF THIS AGREEMENT SHALL BE
FOR THREE (3) YEARS FROM THE EFFECTIVE DATE (THE "INITIAL TERM").
THE TERM,
INCLUDING ANY EXTENSIONS THEREOF, SHALL EXTEND FOR ONE (1) ADDITIONAL YEAR ON
THE FIRST AND EACH SUBSEQUENT ANNIVERSARY OF THE EFFECTIVE DATE ("RENEWAL
TERM"), UNLESS EARLIER TERMINATED PURSUANT