SEVERANCE PAYMENTS PAID TO
YOU UNDER THE EMPLOYMENT AGREEMENT.
9.
IF THE MERGER AGREEMENT SHALL TERMINATE WITHOUT THE CONSUMMATION OF THE
MERGER, UPON SUCH TERMINATION THIS LETTER AGREEMENT SHALL TERMINATE WITHOUT
ACTION OF THE PARTIES AND SHALL BE OF NO FORCE OR EFFECT.
10.
THE PARTIES HERETO UNDERSTAND THAT THIS AGREEMENT IS A LEGALLY BINDING
AGREEMENT THAT AFFECTS SUCH PARTY'S RIGHTS. YOU ACKNOWLEDGE THAT TROY & GOULD
P.C. SERVED AS COUNSEL TO THE COMPANY IN CONNECTION WITH THIS AGREEMENT. YOU
ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED SUCH ADVICE OF YOUR OWN COUNSEL AS
YOU HAVE DEEMED NECESSARY OR DESIRABLE IN CONNECTION WITH YOUR DECISION TO ENTER
INTO THIS LETTER AGREEMENT.
11.
YOU REPRESENT THAT YOU HAVE CAREFULLY READ THIS ENTIRE LETTER AGREEMENT
AND THAT YOU KNOW AND UNDERSTAND ITS CONTENTS. YOU HAVE HAD THE OPPORTUNITY TO
RECEIVE INDEPENDENT LEGAL ADVICE FROM ATTORNEYS OF YOUR CHOICE WITH RESPECT TO
THE PREPARATION, REVIEW AND ADVISABILITY OF EXECUTING THIS AGREEMENT. YOU
FURTHER REPRESENT AND ACKNOWLEDGE THAT YOU HAVE FREELY AND VOLUNTARILY EXECUTED
THIS AGREEMENT AFTER INDEPENDENT INVESTIGATION AND WITHOUT FRAUD, DURESS, OR
UNDUE INFLUENCE, WITH A FULL UNDERSTANDING OF THE LEGAL AND BINDING EFFECT OF
THIS AGREEMENT. YOU SPECIFICALLY ACKNOWLEDGE THAT YOU HAS BEEN ADVISED HE HAVE
HAD TWENTY-ONE (21) DAYS TO REVIEW THIS AGREEMENT, HAVE HAD THE OPPORTUNITY TO
MAKE COUNTERPROPOSALS TO THE AGREEMENT, AND HAVE BEEN ADVISED THAT YOU HAVE TEN
(10) DAYS AFTER SIGNING THIS AGREEMENT TO REVOKE THIS AGREEMENT.
12.
THIS LETTER AGREEMENT AND THE EMPLOYMENT AGREEMENT CONTAINS THE SOLE AND
ENTIRE AGREEMENT AND UNDERSTANDING OF YOU AND THE COMPANY WITH RESPECT TO THE
ENTIRE SUBJECT MATTER DISCUSSED HEREIN, AND ANY AND ALL PRIOR DISCUSSIONS,
NEGOTIATIONS,
5
commitments and understandings, whether oral or otherwise, related to the
subject matter of this Letter Agreement and the Employment Agreement are hereby
merged herein. Without limiting the generality of the foregoing, this Letter
Agreement and the Employment Agreement supersede all memos, drafts,
correspondence, minutes and discussions relating to the termination of your
employment and the severance and other benefits payable upon such termination
and the timing of such payments.
13.
EXCEPT AS SPECIFICALLY MODIFIED HEREIN, THE EMPLOYMENT AGREEMENT SHALL
REMAIN IN FULL FORCE AND EFFECT.
If the foregoing confirms your understanding, please sign where indicated below
and return a copy of this Letter Agreement to the Company.
Very truly yours,
NATIONAL MERCANTILE BANCORP
By
/s/ Robert E. Gipson
Its
Robert E. Gipson, Chairman of the Board
Agreed and accepted:
/s/ Scott A. Montgomery
Scott A. Montgomery
6