EXHIBIT 10.2
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 STEVE W. WELLS ("Wells").
WHEREAS, the Companies believe it is in their best interests that Wells continue
to be employed by the Companies on the terms and conditions contained herein,
and Wells 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, LANB AGREES TO EMPLOY WELLS AS PRESIDENT AND WELLS AGREES TO
SERVE THE COMPANIES IN SUCH CAPACITY, AND/OR IN SUCH OTHER CAPACITIES AS TRINITY
AND WELLS MAY AGREE UPON, ON THE TERMS SET OUT IN THIS AGREEMENT.
2.
DUTIES AND RESPONSIBILITIES.
WELLS
SHALL HAVE ALL THE DUTIES, RESPONSIBILITIES AND AUTHORITY NORMALLY PERFORMED BY
THE PRESIDENT AND SHALL RENDER SERVICES CONSISTENT WITH SUCH POSITIONS ON THE
TERMS SET FORTH HEREIN.
WELLS SHALL REPORT TO THE CHIEF EXECUTIVE OFFICER OF
TRINITY (THE "CEO").
WELLS 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 CEO.
3.
DIRECTORSHIP.
WELLS 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.
WELLS
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.
WELLS 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 WELLS FROM SERVING ON THE BOARD OF DIRECTORS FOR OTHER
NON-PROFIT, GOVERNMENTAL OR FOR-PROFIT ENTITIES; PROVIDED, NO VIOLATION OF THIS
PROVISION SHALL OCCUR AS A RESULT.
WELLS MAY RETAIN DIRECTOR FEES OR OTHER
COMPENSATION RECEIVED FOR SUCH SERVICE.
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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 to Section D herein.
C.
COMPENSATION.
1.
BASE SALARY.
TRINITY SHALL PAY WELLS A
BASE SALARY OF $241,084.30 PER YEAR ("BASE SALARY"), PAYABLE IN ACCORDANCE WITH
TRINITY'S POLICIES RELATING TO SALARIED EMPLOYEES.
BASED UPON AN EVALUATION OF
WELLS' AND THE COMPANIES' PERFORMANCE CONDUCTED NO