-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wr5BCjnAdWNuYqvioUgraYJBbQx1phEpCjSEHeyjRMObPx0x91P3dIHt/F5GgcNo JHsIlrw+7C5XmNGPaG8NNg== 0000931763-98-002409.txt : 19980914 0000931763-98-002409.hdr.sgml : 19980914 ACCESSION NUMBER: 0000931763-98-002409 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980911 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMUNITY BANCORP INC /GA/ CENTRAL INDEX KEY: 0000853467 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 581869700 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-18527 FILM NUMBER: 98708124 BUSINESS ADDRESS: STREET 1: PO BOX 280 CITY: CARTERSVILLE STATE: GA ZIP: 30120 BUSINESS PHONE: 7703821495 MAIL ADDRESS: STREET 1: PO BOX 280 CITY: CARTERSVILLE STATE: GA ZIP: 30120 10-K405/A 1 FIRST COMMUNITY BANCORP, INC. FORM 10-K405/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ FORM 10-K/A AMENDMENT NO. 1 [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1997 ----------------- or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ______________ to ______________. COMMISSION FILE NUMBER 0-18527 FIRST COMMUNITY BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Georgia 58-1869700 (State or other Jurisdiction of (IRS Employer ID No.) Incorporation or Organization) 827 Joe Frank Harris Parkway S.E. Cartersville, Georgia 30120 30120 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (770) 382-1495 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock $1.00 per share Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days: Yes No x --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: [X] The aggregate market value of the Registrant's common stock held by non- affiliates as of September 4, 1998, was approximately $14,497,875. The Registrant had 430,204 shares of its common stock outstanding as of September 4, 1998. The Registrant hereby files this Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the "1997 Form 10-K") (i) to include the information required by Part III (Item 11) in lieu of the incorporation thereof by reference from the Registrant's definitive proxy statement for its 1998 Annual Meeting of Shareholders and (ii) to file additional exhibits with the 1997 Form 10-K, as set forth at Item 14. PART III ITEM 11. EXECUTIVE COMPENSATION. COMPENSATION OF DIRECTORS During 1997, all of the First Community Bancorp, Inc. (the "Company") directors also served as directors of the First Community Bank & Trust (the "Bank"). During 1997, none of the directors were paid for their service as director of the Company. The Directors were paid for their service as director of the Bank and any committee on which they served in 1997. The Bank paid the directors $74,225 during 1997; $49,600 was paid for attending board of director meetings and $24,625 was paid for attending committee meetings. The Chairman of the Board of Directors received $400 compensation for each regular meeting attended, with each Board Member receiving $350. Committee Meeting Members received $50 for each committee meeting attended with the Chairman of the Loan Committee receiving $75 with a maximum compensation fee of one per day. Compensation fees are paid on the contingency of attendance. The First Community Bank & Trust Director's Indexed Fee Contention Program (the "Program") became effective on August 28, 1995. Under the Program, each participating Director may be entitled to: (1) the accumulated balance in his or her Pre-Retirement Account consisting of the annual earnings or loss of the aggregate annual after-tax income from certain life insurance contracts on the lives of participating Directors less the annual cost of funds expense from the effective date until his or her retirement date, payable in ten equal annual installments commencing thirty days following his or her retirement date; and (2) the Index Retirement Benefit consisting of the annual cost of funds expense from his or her retirement date until death. In addition to these payments, each Director is entitled to defer their Director fee each year for five years with the accumulated balance, plus interest, payable in lump sum to the participating Director, or his or her estate, upon reaching his or her retirement date. EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE IN CONTROL AGREEMENTS WITH EXECUTIVE OFFICERS AND DIRECTORS Effective January 1, 1998, the Bank entered into employment agreements with J. Steven Walraven, who serves as President and Chief Executive Officer of the Bank, and Rodney L. Grizzle, who serves as Senior Vice President of the Bank (collectively these agreements are referred to as the "Employment Agreements"). The Employment Agreements each have a term of three years, which commenced January 1, 1998. Such term shall be automatically renewed at the end of each calendar year unless terminated as provided in the Employment Agreements. The Employment Agreements provide for termination with cause (as defined therein) and for termination by the respective employee by 90 days notice. Pursuant to his agreement, Mr. Walraven's base salary is $121,000 a year, and he is entitled to continued participation in his grant of options dated June 18, 1991, in the 1994 Incentive Stock Option Plan with options granted November 21, 1995 and in the 1997 Stock Option Plan executed April 1, 1997. Additional benefits to Mr. Walraven under his agreement include participation in medical, dental and group term life insurance plans; participation in a qualified retirement plan; and, participation in an executive private pension plan. Under Mr. Grizzle's agreement, his base salary is $70,000, and he is entitled to continued participation in the 1994 Incentive Stock Option with options granted November 21, 1995 and in the 1997 Stock Option Plan executed April 1, 1997. In addition, Mr. Grizzle was granted stock options for an additional 5,000 shares of FCB Common Stock. The exercise price ($33.70 per share) was the most recent appraisal value of the stock, and Mr. Grizzle's right to exercise the options will vest pro rata over five years from the date of the grant. Additional benefits to Mr. Grizzle under his agreement include participation in medical, dental and group term life insurance plans; participation in a qualified retirement plan; and, participation in an executive private pension plan. The Employment Agreements each include a confidentiality agreement and a covenant not to compete. The covenant not to compete shall remain in effect for three years after the respective employee's employment ends. 1 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K. EXHIBIT NUMBER - ------ 10.1 Employment Agreement by and between First Community Bank & Trust and J. Steven Walraven, dated April 21, 1998. 10.2 Employment Agreement by and between First Community Bank & Trust and Rodney L. Grizzle dated March 23, 1998. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST COMMUNITY BANCORP, INC. By: /s/ Danny F. Dukes ------------------ Name: Danny F. Dukes Title: Vice President, Chief Financial and Operations Officer Date: September 4, 1998 3 EX-10.1 2 EMPLOYMENT AGRMNT. BETWEEN COMPANY & J.S. WALRAVEN EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is made effective as of January 1, 1998 ("Effective Date"), by and between FIRST COMMUNITY BANK & TRUST ("Employer"), a bank organized and existing under the laws of the State of Georgia, and J. STEVEN WALRAVEN ("Walraven"). RECITALS Employer and Walraven (collectively the "Parties") recite and declare: A. Walraven serves as an employee at will for the Employer in the position of President & Chief Executive Officer. B. The Parties desire to commit to the following terms and conditions for Walraven's future employment. For the reasons set forth above, and in consideration of mutual promises and agreements set forth in this Agreement, the Parties agree as follows: SECTION I EMPLOYMENT Employer hereby agrees to continue to employ Walraven as President and Chief Executive Officer and Walraven hereby accepts and agrees to such employment, subject to the terms of this Agreement. During the term of his employment, Walraven shall report directly to the Board of Directors. SECTION II RESPONSIBILITIES During the term of Walraven's employment and subject to the terms of this Agreement, Walraven shall have the responsibilities outlined in the position description incorporated into this Agreement as Appendix A. SECTION III TERM OF AGREEMENT The term of this Agreement shall commence January 1, 1998, and continue for three (3) consecutive calendar years. Such term shall be automatically renewed at the end of each calendar year unless terminated as provided in Section VI of this Agreement. SECTION IV COMPENSATION OF WALRAVEN Employer will compensate Walraven for his services rendered pursuant to this Agreement as follows: (a) BASE SALARY. Employer shall pay Walraven an annual base salary, ----------- payable bi-weekly, as stated on Appendix B attached to this Agreement. Base salary shall be reviewed and amended annually for salary adjustments mutually agreed to between Walraven and Employer. (b) EMPLOYEE BENEFITS. Walraven shall fully participate in the ----------------- following employee benefits: (1) MEDICAL, DENTAL AND GROUP TERM LIFE INSURANCE. Walraven --------------------------------------------- shall participate fully in medical, dental and group term life insurance provided by Employer to other employees. Employer shall also continue paying its portion of the premium (currently $48.48 per month) for a term life insurance policy agreed to under the terms of Walraven's Employment Agreement dated January 1, 1988. (2) QUALIFIED RETIREMENT PLAN. Walraven shall participate fully ------------------------- in all tax qualified retirement plans provided by Employer to other employees. (3) DEFERRED COMPENSATION. Walraven shall be entitled to --------------------- continued participation in the Executive Private Pension plan (EPP), to the extent of the terms of the EPP Agreement previously entered into by the Parties on April 1, 1997. (4) INCENTIVE COMPENSATION. Walraven shall be entitled to ---------------------- additional annual cash compensation determined pursuant to a prearranged formula applied to the attainment of set performance goals. The details of the formula shall be approved annually by the Board of Directors of Employer. (5) STOCK OPTIONS. Walraven shall be entitled to continued ------------- participation in his grant of options dated June 18, 1991, the 1994 Incentive Stock Option Plan with options granted November 15, 1994 and November 21, 1995, and in the 1997 Stock Option Plan executed April 1, 1997. (6) VACATION, HOLIDAYS AND SICK PAY. Walraven shall be entitled ------------------------------- to paid vacation, holidays, and to sick pay as defined in Employer's written personnel policy available to all employees as updated from time to time. 2 (7) COUNTRY CLUB AND CIVIC CLUB DUES. Employer shall pay -------------------------------- Walraven's dues to the Cartersville Country Club for the purpose of entertaining customers and prospective customers as well as dues for various civic organizations for purposes of identifying new customers and expanding the visibility of the bank in the community. (8) AUTOMOBILE. Employer shall provide a Chevrolet Suburban ---------- automobile, or similar model, for Walraven's use. (9) DIRECTOR FEES. While serving on the Board of Directors, ------------- Walraven shall receive the same compensation as other directors, except that Walraven will not participate in the Director Incentive Plan. SECTION V CONFIDENTIALITY AND NONCOMPETITION Except as required by law, Walraven agrees that he will not at any time communicate or divulge to, or use for his benefit, or for the benefit of any other person, firm, association, or corporation, any information concerning Employer's business activities, including, without limitation, financial projections and models, costs and sales data, marketing plans and programs, customer lists, loans and deposit information, and methods of operations, or other confidential matters possessed, owned or used by Employer that have been or may be communicated to, acquired by, or learned of by him in the course of or as a result of his employment with Employer. All records, files, memoranda, reports, loan, lists, customer and depositor information, drawings, plans, sketches, documents, equipment and other similar information relating to the business of Employer, which Walraven shall develop, create, use, prepare, or come into contact with shall remain the sole property of Employer, and shall be returned to them not later than the termination of Walraven's employment. Nothing herein shall restrict Walraven's use of his personal knowledge, training, contacts, and experience as a banker in his business activities or in any subsequent employment. Nevertheless, Walraven agrees that he shall not directly or indirectly solicit, as a member of management or a loan or lending officer, for a competitor of Employer (defined as any commercial bank, savings institution or credit union doing business in Bartow County Georgia) any individual or entity who was a customer of Employer during Walraven's term of employment hereunder or for three (3) years after his employment ends. The parties agree that the term of this noncompetition provision is reasonable and is in pari materia with the term of this contract. The provisions of this paragraph shall survive the expiration or termination of this Agreement. All references to Employer in this paragraph shall be deemed to include all parents, subsidiaries, and other affiliates thereof. In the event of an actual threatened breach by Walraven of the provisions of this Article V, Employer shall be entitled to an injunction restraining the actions 3 Walraven and requiring compliance with such provisions. Injunctive relief shall be in addition to, and not in lieu of, any other remedies which may be available to Employer for such breach or threatened breach. SECTION VI TERMINATION (a) TERMINATION WITH CAUSE. Employer may terminate this Agreement ---------------------- for cause pursuant to notice in writing to Walraven, specifying such cause with reasonable particularity. Walraven shall have ten (10) days from receipt thereof in which to cure the act or omission complained of, unless the act or omission of its very nature cannot be cured. If no cure has been or can be effected within the time allowed, this Agreement shall thereupon terminate. For purposes hereof, "cause" shall be limited to: (i) Any material act of self-dealing between Employer and Walraven which is not disclosed in full to, and approved by, the Board of Directors of Employer; (ii) Deliberate falsification by Walraven of any records or reports; (iii) Fraud on the part of Walraven against the Employer or any subsidiary or affiliate; (iv) Alcohol or drug dependency on the part of Walraven; (v) Theft, embezzlement, or misappropriation by Walraven of any funds of Employer, or conviction of any felony; (vi) Execution of any document transferring, or creating any material liens or encumbrance on, any material property of Employer, not in the ordinary course of business, without authorization of the Board of Directors of Employer; or In the event of Walraven's termination for cause, all compensation and benefits due under this Agreement shall terminate 30 days from the effective date of termination. (b) TERMINATION BY WALRAVEN. Walraven may terminate this Agreement ----------------------- upon ninety (90) days written notice to the Board of Directors of Employer. In such event, all compensation and benefits due under this Agreement shall terminate on the effective date of termination. 4 (c) TERMINATION BY DEATH. This Agreement shall automatically -------------------- terminate upon the death of Walraven. In such event, all compensation and benefits due under this Agreement shall terminate on Walraven's death. (d) TERMINATION BY RETIREMENT. This Agreement shall automatically ------------------------- terminate upon Walraven's 65th birthday. In such event, all compensation and benefits due under this Agreement shall terminate on Walraven's retirement. (e) TERMINATION FOR DISABILITY. Employer may terminate this -------------------------- Agreement in the event that Walraven shall, during the term of this Agreement, become permanently disabled as defined in this section. Such option shall be exercised by Employer giving notice in writing to Walraven of Employer's intention to terminate this Agreement on the last day of the month in which the notice is so mailed, with the same force and effect as if such last day of the month were the date originally set forth in this Agreement as the termination date of this Agreement. In such event, all compensation and benefits due under this Agreement shall terminate on the date of termination. For the purposes of this Agreement, Walraven shall be deemed to have become permanently disabled, if, during any year of the term of this Agreement, because of ill health, physical or mental incapacity he is prevented from performing the minimum requirements of his position. (f) EFFECT OF TERMINATION ON VESTED BENEFITS. Notwithstanding ---------------------------------------- anything contained in this Agreement, Walraven's termination of employment shall not effect the Employer's liability for the payment of vested benefits pursuant to individual contracts or state or federal law requiring the payment of such benefits. (g) RIGHTS OF BOARD OF DIRECTORS. Notwithstanding anything contained ---------------------------- in this Agreement, the Employer's Board of Directors retains its statutory right and obligation to remove Walraven from office at any time, whenever in its judgement the best interests of the Employer will be served thereby, without prejudice to any contractual right herein. SECTION VII AGREEMENTS OUTSIDE OF CONTRACT This Agreement contains the complete agreement concerning the employment arrangement between the Parties and shall, as of the effective date hereof, supersede all other agreements between the Parties. The Parties stipulate that neither of them has made any representation with respect to the subject matter of this Agreement or any representations including the execution and delivery of this Agreement except such 5 representations as are specifically set forth in this Agreement and each of the parties acknowledges that he or it has relied on its own judgment in entering into this Agreement. The Parties further acknowledge that any payments or representations that may have been made by either of them to the other prior to the date of executing this Agreement are of no effect and that neither of them has relied thereon in connection with his or its dealings with the other. SECTION VII MODIFICATION OF AGREEMENT Any modification of this Agreement or additional obligation assumed by either Employer and Walraven in connection with this Agreement shall be binding only if evidenced in writing signed by each them or an authorized representative of each them. SECTION IX EFFECT OF A PARTIAL INVALIDITY The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to elimination of the invalid provision. SECTION X CHOICE OF LAW It is the intention of the Parties that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and under and pursuant to the laws of the State of Georgia and that, in any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by any reason of this Agreement, the laws of the State of Georgia shall be applicable and shall govern to the exclusion of the law of the forum, without regard to the jurisdiction in which any action or special proceeding may be instituted. SECTION XI NO WAIVER The failure of either Employer or Walraven to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 6 SECTION XII ATTORNEY FEES In the event that any action is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney's fees. SECTION XIII PARAGRAPH HEADINGS The title to the paragraphs of this Agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement. IN WITNESS WHEREOF, the Parties now duly execute this Agreement. FIRST COMMUNITY BANK & TRUST April 21, 1998 By: /s/ H. Boyd Pettit - -------------- -------------------------- Date As Its: Chairman ---------------------- April 21, 1998 By: /s/ J. Steven Walraven - -------------- -------------------------- Date J. STEVEN WALRAVEN 7 APPENDIX B ---------- Annual base salary effective January 1, 1998 $121,000 EMPLOYER FIRST COMMUNITY BANK & TRUST April 21, 1998 BY: /s/ H. Boyd Pettit - --------------------------- ------------------------------ Date AS ITS: Chairman -------------------------- WALRAVEN April 21, 1998 /s/ Steven Walraven - ---------------------------- ---------------------------------- Date J. STEVEN WALRAVEN 8 EX-10.2 3 EMPLOYMENT AGRMNT. BETWEEN COMPANY & R.L. GRIZZLE EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT is made effective as of January 1, 1998 ("Effective Date"), by and between FIRST COMMUNITY BANK & TRUST ("Employer"), a bank organized and existing under the laws of the State of Georgia, and RODNEY L. GRIZZLE ("Grizzle"). RECITALS Employer and Grizzle (collectively the "Parties") recite and declare: A. Grizzle serves as an employee at will for the Employer in the position of Senior Vice President. B. The Parties desire to commit to the following terms and conditions for Grizzle's future employment. For the reasons set forth above, and in consideration of the mutual promises and agreements set forth in this Agreement, the Parties agree as follows: SECTION I EMPLOYMENT Employer hereby agrees to continue to employ Grizzle as Senior Vice President, and Grizzle hereby accepts and agrees to such employment, subject to the terms of this Agreement. During the term of his employment, Grizzle shall report directly to the President and Chief Executive Officer. SECTION II RESPONSIBILITIES During the term of Grizzle's employment and subject to the terms of this Agreement, Grizzle shall have the responsibilities outlined in the position description incorporated into this Agreement as Appendix A. SECTION III TERM OF AGREEMENT The term of this Agreement shall commence January 1, 1998, and continue for three (3) consecutive calendar years. Such term shall be automatically renewed at the end of each calendar year unless terminated as provided in Section VI of this Agreement. SECTION IV COMPENSATION OF GRIZZLE Employer will compensate Grizzle for his services rendered pursuant to this Agreement as follows: (a) BASE SALARY. Employer shall pay Grizzle an annual base salary, ----------- payable bi-weekly, as stated on Appendix B attached to this Agreement. Base Salary shall be reviewed and amended annually for salary adjustments mutually agreed to between Grizzle and Employer. (b) EMPLOYEE BENEFITS. Grizzle shall fully participate in the following ----------------- employee benefits: (1) MEDICAL, DENTAL AND GROUP TERM LIFE INSURANCE. Grizzle shall --------------------------------------------- participate fully in medical, dental and group term life insurance provided by Employer to other employees. (2) QUALIFIED RETIREMENT PLAN. Grizzle shall participate fully in ------------------------- all tax qualified retirement plans provided by Employer to other employees. (3) DEFERRED COMPENSATION. Grizzle shall be entitled to continued --------------------- participation in the Executive Private Pension plan (EPP), to the extent of the terms of the EPP Agreement previously entered into by the Parties on April 1, 1997. (4) INCENTIVE COMPENSATION. Grizzle shall be entitled to additional ---------------------- annual cash compensation determined pursuant to a prearranged formula applied to the attainment of set performance goals. The details of the formula shall be approved annually by the Board of Directors of Employer. (5) STOCK OPTIONS. Grizzle shall be entitled to continued ------------- participation in the 1994 Incentive Stock Option Plan with options granted November 15, 1994 and November 21, 1995 and in the 1997 Stock Option Plan executed April 1, 1997. In addition, Employer shall grant to Grizzle stock options for an additional 5,000 shares of First Community Bancorp, Inc. The exercise price shall be the most recent appraised value of the stock and Grizzle's right to exercise the options shall vest pro rata over five (5) years from date of grant. Details of this new grant shall be finalized and documented as soon as reasonably practical, but in no event later than ninety (90) days after the execution of this Agreement. 2 (6) VACATION, HOLIDAYS AND SICK PAY. Grizzle shall be entitled to ------------------------------- paid vacation, holidays, and to sick pay as defined in Employer's written personnel policy available to all employees as updated from time to time. (7) COUNTRY CLUB DUES. Employer will pay Grizzle's dues to the ----------------- Cartersville Country Club for the purpose of entertaining customers and prospective customers. SECTION V CONFIDENTIALITY AND NONCOMPETITION Except as required by law, Grizzle agrees that he will not at any time communicate or divulge to, or use for his benefit, or for the benefit of any other person, firm, association, or corporation, any information concerning Employer's business activities, including, without limitation, financial projections and models, costs and sales data, marketing plans and programs, customer lists, loans and deposit information, and methods of operations, or other confidential matters possessed, owned or used by Employer that have been or may be communicated to, acquired by, or learned of by him in the courts of or as a result of his employment with Employer. All records, files, memoranda, reports, loan lists, customer and depositor information, drawings, plans, sketches, documents, equipment and other similar information relating to the business of Employer, which Grizzle shall develop, create, use, prepare, or come into contact with shall remain the sole property of Employer, and shall be returned to them not later than the termination of Grizzle's employment. Nothing herein shall restrict Grizzle's use of his personal knowledge, training, contacts, and experience as a banker in his business activities or in any subsequent employment. Nevertheless, Grizzle agrees that he shall not directly or indirectly solicit, as a member of management or a loan or lending officer, for a competitor of Employer (defined as any commercial bank, savings institution or credit union doing business in Bartow County Georgia) any individual or entity who was a customer of Employer during Grizzle's term of employment hereunder or for three (3) years after his employment ends. The parties agree that the term of this noncompetition provision is reasonable and is in pari materia with the term of this contract. The provisions of this paragraph shall survive the expiration or termination of this Agreement. All references to Employer in this paragraph shall be deemed to include all parents, subsidiaries, and other affiliates thereof. In the event of an actual or threatened breach by Grizzle of the provisions of this Article V, Employer shall be entitled to an injunction restraining the actions of Grizzle and requiring compliance with such provisions. Injunctive relief shall be in addition to, and no in lieu of, any other remedies which may be available to Employer for such breach or threatened breach. 3 SECTION VI TERMINATION (a) TERMINATION WITH CAUSE. Employer may terminate this Agreement for ---------------------- cause pursuant to notice in writing to Grizzle, specifying such cause with reasonable particularity. Grizzle shall have ten (10) days from receipt thereof in which to cure the act or omission complained of, unless the act of omission of its very nature cannot be cured. If no cure has been or can be effected within the time allowed, this Agreement shall thereupon terminate. For purposes hereof, "cause" shall be limited to: (i) Any material act of self-dealing between Employer and Grizzle which is not disclosed in full to, and approved by, the Board of Directors of Employer; (ii) Deliberate falsification by Grizzle of any records or reports; (iii) Fraud on the part of Grizzle against the Employer or any subsidiary of affiliate; (iv) Alcohol or drug dependency on the part of Grizzle; (v) Theft, embezzlement, or misappropriation by Grizzle of any funds of Employer, or conviction of any felony (vi) Execution of any document transferring, or creating any material liens or encumbrance on, any material property of Employer, not in the ordinary course of business, without authorization of the Board of Directors of Employer; or In the event of Grizzle's termination for cause, all compensation and benefits due under this Agreement shall terminate 30 days from the effective date of termination. (b) TERMINATION BY GRIZZLE. Grizzle may terminate this Agreement ---------------------- upon ninety (90) days written notice to the Board of Directors of Employer. In such event, all compensation and benefits due under this Agreement shall terminate on the effective date of termination. (c) TERMINATION BY DEATH. The Agreement shall automatically terminate -------------------- upon the death of Grizzle. In such event, all compensation and benefits due under this Agreement shall terminate on Grizzle's death. 4 (d) TERMINATION BY RETIREMENT. This Agreement shall automatically ------------------------- terminate upon Grizzle's 65th birthday. In such event, all compensation and benefits due under this Agreement shall terminate on Grizzle's retirement. (e) TERMINATION FOR DISABILITY. Employer may terminate this Agreement in -------------------------- the event that Grizzle shall, during the term of this Agreement, become permanently disabled as defined in this section. Such option shall be exercised by Employer giving notice in writing to Grizzle of Employer's intention to terminate this Agreement on the last day of the month in which the notice is so mailed, with the same force and effect as if such last day of the month were the date originally set forth in this Agreement as the termination date of this Agreement. In such event, all compensation and benefits due under this Agreement shall terminate on the date of termination. For the purposes of this Agreement, Grizzle shall be deemed to have become permanently disabled, if, during any year of the term of this Agreement, because of ill health, physical or mental incapacity he is prevented from performing the minimum requirements of his position. (f) EFFECT OF TERMINATION ON VESTED BENEFITs. Notwithstanding anything ---------------------------------------- contained in this Agreement, Grizzle's termination of employment shall not effect the Employer's liability for the payment of vested benefits pursuant to individual contracts or state or federal law requiring the payment of such benefits. (g) RIGHTS OF BOARD OF DIRECTORS. Notwithstanding anything contained in ---------------------------- this Agreement, the Employer's Board of Directors retains its statutory right and obligation to remove Grizzle from office at any time, whenever in its judgment the best interests of the Employer will be served thereby, without prejudice to any contractual right herein. SECTION VII AGREEMENTS OUTSIDE OF CONTRACT This Agreement contains the complete agreement concerning the employment arrangement between the Parties and shall, as of the effective date hereof, supersede all other agreements between the Parties. The Parties stipulate that neither of them has made any representation with respect to the subject matter of this Agreement or any representations including the execution and delivery of this Agreement except such representations as are specifically set forth in this Agreement and each of the parties acknowledges that he or it has relied on its own judgment in entering into this Agreement. The Parties further acknowledge that any payments or representations that may have been made by either of them to the other prior to the date of executing this 5 Agreement are of no effect and that neither of them has relied thereon in connection with his or its dealings with the other. SECTION VIII MODIFICATION OF AGREEMENT Any modification of this Agreement or additional obligation assumed by either Employer and Grizzle in connection with this Agreement shall be binding only if evidenced in writing signed by each them or an authorized representative of each them. SECTION IX EFFECT OF PARTIAL INVALIDITY The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to elimination of the invalid provision. SECTION X CHOICE OF LAW It is the intention of the Parties that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and under and pursuant to the laws of the State of Georgia and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by any reason of this Agreement, the laws of the State of Georgia shall be applicable and shall govern to the exclusion of the law of the forum, without regard to the jurisdiction in which any action or special proceeding may be instituted. SECTION XI NO WAIVER The failure of either Employer or Grizzle to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. SECTION XII ATTORNEY FEES In the event that any action is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney's fees. 6 SECTION XIII PARAGRAPH HEADINGS The title to the paragraphs of this Agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement. IN WITNESS WHEREOF, the Parties now duly execute this Agreement. FIRST COMMUNITY BANK & TRUST March 23, 1998 BY: /s/ J. Steven Walraven - ----------------------- ----------------------------- DATE AS ITS: President & CEO ------------------------- March 23, 1998 /s/ Rodney L. Grizzle - ----------------------- -------------------------------- DATE RODNEY L. GRIZZLE 7 APPENDIX B ---------- Annual base salary effective March 23, 1998 $70,000 -------------- EMPLOYER FIRST COMMUNITY BANK & TRUST MARCH 23, 1998 BY: /s/ J. Steven Walraven - ------------------------ ------------------------------ DATE AS ITS: President & CEO -------------------------- GRIZZLE MARCH 23, 1998 /s/ Rodney L. Grizzle - ------------------------ --------------------------------- DATE RODNEY L. GRIZZLE -----END PRIVACY-ENHANCED MESSAGE-----