Exhibit 10.3
CHANGE IN CONTROL
AGREEMENT
This AGREEMENT is executed and
effective on this day of
, 2005 (the “Agreement”) by and between Vision
Bancshares, Inc. , an Alabama corporation and
(the “Employee”), and is joined in by Vision
Bank , an Alabama banking corporation (the
“Bank”).
W I T N E S S E T
H
WHEREAS, the Vision Bancshares, Inc.
recognizes the Employee’s expertise in connection with his
employment with the Vision Bancshares, Inc. or its subsidiaries or
affiliates (collectively, the “Company”);
WHEREAS, the Company desires to
provide the Employee with severance benefits if the
Employee’s employment in his current position is terminated
for the reasons set forth herein; and
WHEREAS, the Company and the
Employee have heretofore entered into a Change in Control Agreement
dated the day of
,
containing similar terms and conditions as this Agreement (the
“Prior Agreement”); and
WHEREAS, the Company and the
Employee believe the Prior Agreement should be amended and restated
in its entirety and have therefore agreed to enter into this
Agreement, which shall supersede and replace the Prior
Agreement.
THEREFORE, in consideration of the
premises and of the mutual covenants and agreements herein, the
parties hereby agree as follows:
1. Duties . Employee shall perform for
the Company all duties incident to the positions of
. In addition, the Employee shall engage in such other services for
the Company as the Company shall, from time to time, reasonably
direct. The Employee shall use his best efforts in, and devote his
entire time, attention, and energy, to the Company’s
business; provided that nothing contained herein is intended to
prohibit the Employee from spending a reasonable amount of time
managing his personal investments and discharging his civic
responsibilities as long as such activities do not interfere with
his duties and obligations to the Company.
2. Salary; Benefits
.
(a) The Employee’s initial
annual base salary shall be
and No/100 Dollars ($
.00), subject to applicable state and federal withholding and other
standard deductions payable in accordance with the Company’s
normal payroll practices (the “Base Salary”). The Base
Salary shall be reviewed no less than annually by the Company. If
the Company in its sole discretion should modify the Base Salary
upon any such review then, for purposes of this Agreement, Base
Salary shall thereafter mean such modified amount, provided that
the Base Salary may not be decreased at any time within three
(3) years following a Change in Control.
(b) In addition to the Base Salary,
the Employee shall be eligible to receive additional incentive
compensation as is offered to similarly situated employees of the
Company in amounts determined in the sole discretion of the
Company.
(c) The Employee shall be eligible
for participation in all option, stock purchase, retirement,
profit-sharing and all similar plans and programs of the Company
and all medical insurance, life insurance, and accident and
disability insurance plans of the Company, and all other benefit
plans or programs or any successor plans or programs in effect at
the time for employees in the same class or category as the
Employee, on the same terms and subject to the same conditions
required of employees in the same class or category as the
Employee. The specific arrangements and benefits referred to in
this Agreement are not intended to preclude eligibility for other
compensation or benefits which may be authorized by the Company
from time to time.
3. Termination .
(a) In the event that the
Employee’s employment is terminated under circumstances
stated in this Section 3 and only under such circumstances,
the Employee shall be entitled to receive the Termination Benefits
as set forth in Section 4 hereinbelow. The circumstances to
which this Section 3 applies are:
(i) Termination of employment
voluntarily by the Employee at any time within three (3) years
following a Change in Control, upon the occurrence of: (1) the
reduction of Employee’s Base Salary (including any deferred
portions thereof) or levels of benefits or supplemental
compensation without compensation therefor; (2) a relocation
of the Employee’s principal place of employment to a location
outside a 25-mile radius from the Employee’s principal place
of employment or a material increase in the amount of travel
normally required of Employee in connection with his employment
without the Employee’s prior written consent; or (3) a
material and adverse change in the Employee’s position with
the Company in effect immediately before the occurrence of a Change
in Control or failure to provide authority, responsibilities and
reporting relationships consistent with the Employee’s
position; provided, however, that it will not be a material and
adverse change in the Employee’s position if, in connection
with a Change in Control, Employee’s position,
responsibilities and reporting relationships are changed to account
for the effect of the Change in Control but are otherwise
consistent with Employee’s position immediately before the
Change in Control; or
(ii) Termination by the Company of
the Employee’s employment at any time within three
(3) years following a Change in Control, for reasons other
than for Cause or other than as a consequence of the
Employee’s death or Permanent Disability.
(b) For purposes of this Agreement,
the
