DESCRIBED IN
SECTION 4999 OF THE CODE).
EMPLOYMENT, TERM AND DUTIES.
EMPLOYMENT AND TERM.
THE BANK HEREBY EMPLOYS EXECUTIVE AND EXECUTIVE HEREBY
ACCEPTS EMPLOYMENT WITH THE BANK AS ITS CHIEF FINANCIAL OFFICER, AND SHALL SERVE
AS AN OFFICER AND/OR DIRECTOR OF THE BANK AND SUCH OF THE BANK'S AFFILIATES AS
THE BOARD MAY DETERMINE FOR A PERIOD COMMENCING ON THE DATE HEREOF AND
CONTINUING UNTIL THE THIRD ANNIVERSARY OF THE DATE HEREOF (THE "TERM");
PROVIDED, HOWEVER, THAT IF WRITTEN NOTICE NOT TO EXTEND THE TERM BY EITHER PARTY
IS NOT RECEIVED AT LEAST 120 DAYS PRIOR TO THE THIRD ANNIVERSARY OF THE DATE
HEREOF (OR ANY SUBSEQUENT ANNIVERSARY OF THE DATE HEREOF, IF THIS AGREEMENT IS
EXTENDED PURSUANT TO THIS SECTION 2.1), THEN THE TERM WILL BE AUTOMATICALLY
EXTENDED TO THE NEXT ANNIVERSARY OF THE DATE HEREOF.
DUTIES.
EXECUTIVE WILL RENDER HIS SERVICES HEREUNDER TO THE BANK, AND ITS
AFFILIATES AND SHALL USE HIS BEST EFFORTS, JUDGMENT AND ENERGY IN THE
PERFORMANCE OF THE DUTIES ASSIGNED TO HIM.
DURING THE TERM, EXECUTIVE WILL
DEVOTE SUBSTANTIALLY ALL OF HIS BUSINESS TIME AND SERVICES TO THE BANK AND ITS
AFFILIATES TO PERFORM SUCH DUTIES AS MAY BE CUSTOMARILY INCIDENT TO HIS POSITION
AND AS MAY REASONABLY BE ASSIGNED FROM TIME TO TIME BY THE BOARD.
DURING THE
TERM, EXECUTIVE WILL NOT SERVE AS A DIRECTOR OF ANY CORPORATION OTHER THAN THE
BANK AND ANY OF ITS AFFILIATES, WITHOUT THE PRIOR CONSENT OF THE BANK; PROVIDED,
HOWEVER, THAT EXECUTIVE MAY, AT HIS DISCRETION, SERVE AS A DIRECTOR OF A
FAMILY-OWNED, CHARITABLE, COMMUNITY AND OTHER NOT-FOR-PROFIT ENTITIES, SUBJECT
TO EXECUTIVE'S DUTY TO INFORM THE BANK OF HIS ASSUMPTION OF ANY SUCH
DIRECTORSHIP.
COMPENSATION AND BENEFITS.
ANNUAL SALARY.
EXECUTIVE HEREBY AGREES TO ACCEPT, AS COMPENSATION FOR ALL
SERVICES RENDERED BY EXECUTIVE IN ANY CAPACITY HEREUNDER AND FOR THE RESTRICTIVE
COVENANTS MADE BY EXECUTIVE IN SECTION 5 HEREOF, A BASE SALARY AS SET ON AN
ANNUAL BASIS BY THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD (AS THE SAME
MAY HEREAFTER BE INCREASED, THE "ANNUAL SALARY") COMMENCING ON THE DATE HEREOF
AND CONTINUING UNTIL EXPIRATION OR TERMINATION OF THE TERM.
THE ANNUAL SALARY
AND ALL OTHER PAYMENTS MADE BY THE BANK TO EXECUTIVE WILL BE INCLUSIVE OF ALL
APPLICABLE INCOME, SOCIAL SECURITY AND OTHER TAXES AND CHARGES WHICH ARE
REQUIRED BY LAW TO BE WITHHELD BY THE BANK, WHICH TAXES AND OTHER CHARGES WILL
BE WITHHELD AND PAID IN ACCORDANCE WITH THE BANK'S NORMAL PAYROLL PRACTICES FROM
TIME TO TIME IN EFFECT.
THE ANNUAL SALARY WILL BE REVIEWED ON AN ANNUAL BASIS
BY THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD AND MAY BE ADJUSTED, AS
DETERMINED BY SUCH EXECUTIVE COMPENSATION COMMITTEE.
BONUS.
THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD MAY, BUT SHALL NOT BE
REQUIRED TO, AWARD EXECUTIVE A PERFORMANCE BONUS BASED ON THE PERFORMANCE OF THE
BANK AND EXECUTIVE.
THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD SHALL
HAVE SOLE DISCRETION TO DETERMINE WHETHER TO PAY A PERFORMANCE BONUS TO
EXECUTIVE AND TO DETERMINE THE AMOUNT OF