Exhibit 10.3
THIS EMPLOYMENT
AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO THE SOUTH CAROLINA
UNIFORM ARBITRATION ACT, SECTION 15-48-10 ET SEQ., AS
AMENDED.
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT (this “ Agreement ”) is made as of the
17th day of April, 2008, by and between Coastal Carolina
Bancshares, Inc., a South Carolina corporation (the “
Company ”), and Holly L. Schreiber (“
Employee ”) to be effective as of the date hereof.
Upon the formation of the Company’s proposed national
bank association subsidiary (the “ Bank ”), the
Bank shall become party hereto pursuant to the provisions set forth
herein. The Company and the Bank are collectively referred to
herein as “ Employer ”).
W I T N
E S S E T H
WHEREAS, the
Company (as successor by merger to Coastal Carolina Dream Team,
LLC) and the Employee are parties to an employment agreement dated
February 14, 2008 (the “ Current Agreement
”); and
WHEREAS, the
Company and the Employee desire to terminate the Current Agreement
and replace it with this Agreement which shall amend and restate in
its entirety the Current Agreement.
NOW THEREFORE, in
consideration of the mutual covenants and agreements set forth
herein and intending to be legally bound hereby, the parties agree
as follows:
1.
Termination of Current Agreement; Position and Duties.
The Current Agreement is hereby terminated
effective as of the date hereof and amended, restated and replaced
with this Agreement. Employer agrees to employ Employee as
the Chief Financial Officer (“CFO”) of the Company and,
effective upon the date the Bank receives its charter from the
Office of the Comptroller of the Currency (the “OCC”)
of the Bank.
As the CFO of the
Company and the Bank, Employee will have such managerial and
operational duties as directed by the President and Chief Executive
Officer (“CEO”) of the Company. Further, Employee
agrees to serve, without additional compensation, if elected, in
any other senior executive position of the Company or the Bank that
may be reasonably required of her, including as an officer or
director or both of any subsidiary or affiliate of the Company or
the Bank in accordance with Section 7 below. The
Employee, shall at all times, comply with all laws, rules and
regulations which may be applicable to the Employer.
Employee shall
devote her full-time and best efforts to her employment with the
Employer and shall apply substantially that degree of skill and
diligence in rendering
services to the
Employer as would be applied by a person of ordinary prudence and
comparable experience under similar circumstances.
Notwithstanding the foregoing, Employee may devote a reasonable
amount of her time to her personal investments and to civic and
charitable activities; provided, however, Employee shall not accept
any position as a director of any unaffiliated for-profit business
organization without the prior approval of the Company’s
President and CEO.
2.
Compensation.
(a)
Annual Salary . During the Term (as defined in
Section 8), Employee shall be entitled to receive an annual
base salary of $150,000 per year (the “ Annual Salary
”), payable in accordance with Employer’s instituted
payroll practice, prorated for any partial employment period. The
Annual Salary may be increased from time to time by the Board of
Directors of the Bank based on recommendation by the Bank’s
CEO, but shall not be decreased without the written consent of
Employee. The CEO, in making any recommendation, shall consider
Employee’s annual performance in light of the specific goals
and objectives for Employee which shall be established annually in
writing, after consultation with the CFO.
(b) Stock
Options. Upon the Company receiving approval from the
appropriate governmental regulatory agencies to acquire the Bank
and the Company selling stock in its initial public stock offering,
Employee shall be entitled to receive options for 20,000 shares of
Company common stock, such options to be granted to Employee on the
date the Bank opens for business pursuant to the terms of a
to-be-established stock option plan.
The stock option
agreement, when prepared, shall provide, among other things, that
Employee’s options, as above provided, shall be subject to a
five-year vesting period with 20 percent vesting each
year.
(c)
Equity-Based Compensation. In each year of
employment, Employee shall be eligible to receive appropriate
awards of stock options, restricted stock and/or other equity-based
compensation under such terms and conditions as determined by the
Company’s Board of Directors, in its sole
discretion.
3.
Fringe Benefits, Vacation Time, Expenses and
Perquisites. During the Term:
(a)
Benefit Plan Participation . Employer anticipates it
will establish and implement appropriate benefit plans and programs
that will contain such terms and conditions as are selected by the
Company’s Board of Directors, in its discretion.
Subject thereto, Employee shall be eligible to participate in
or receive benefits under all corporate employee benefit plans made
available by Employer to its executives and key management
employees.
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(b)
Vacation Time Allowances . Employee shall be entitled
each calendar year to twenty (20) business days of vacation,
prorated for any partial year, during which time Employee’s
compensation will continue to be paid. Employee shall take
ten (10) of the twenty (20) vacation days consecutively each
year. Unused vacation days shall not accumulate from year to
year.
(c)
Business Expense Reimbursement . Employee shall be
entitled to receive prompt reimbursement for all reasonable
expenses incurred by her (in accordance with the policies and
procedures established by Employer) in performing services
hereunder, provided that Employee properly accounts therefore in
accordance with Employer policy.
(d)
Relocation Payments. To facilitate Employee’s
relocation to Myrtle Beach for her employment hereunder, Employee
shall be reimbursed up to $1,200 per month for her secondary
housing expense, being her monthly rental expense, until the end of
three (3) months following the first date that the Bank opens
to the public for business, but no longer than the last day in
December 2008. Additionally, Employee’s reasonable
moving expenses to relocate her furnishings to Myrtle Beach, South
Carolina shall be paid by Employer as will the real estate
commission and closing costs for the sale of Employee’s home
in Charlotte, North Carolina.
(e) Club
Dues . Employer will have available a membership in the
Dunes Club which Employee can utilize and Employer will pay the
membership dues. Further, Employer will pay dues for
other approved community organizations.
(f) Cell
Phone . Employer will provide Employee with a cell phone
and shall pay the monthly fees in connection therewith.
(g)
Health Insurance. Employee, upon being eligible, may
participate in the Employer’s health care plan and other
related benefits. Until a health insurance group policy is
available to Bank employees, Employer shall reimburse Employee for
her monthly COBRA payments that she submits to an insurance company
for continuing health insurance coverage.
(h)
Professional Dues. Employer will pay the training
costs, licensing fees, and professional dues to maintain
Employee’s Certified Public Accountant
designation.
4.
Confidential Information and Restrictive Covenants.
Employee acknowledges that she has
performed services or will perform services hereunder which
directly affect the Employer’s business. Accordingly, the
parties deem it necessary to enter into the protective provisions
set forth below, the terms and conditions of which have been
negotiated by and between the parties hereto.
(a)
Non-Competition . Employee expressly covenants and
agrees that during the Term and for a period of eighteen (18) full
months after termination of her association with the Employer, for
any reason other than pursuant to subsection (d), (e), (g) or
(h) of Section 9 hereof, Employee shall not directly or
indirectly, either as a principal, agent,
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employee, employer,
stockholder, organizer, director, co-partner or in any other
individual or representative capacity whatsoever, engage in the
banking and financial services business, which includes, but is not
limited to, the commercial banking, insurance agency, wealth
management, trust, savings and loan, and mortgage banking
businesses, and any other business in which the Employer or any of
its subsidiaries is engaged, or efforts to organize a banking or
other financial services business, anywhere within Horry,
Georgetown, Florence, and Williamsburg Counties in South Carolina
and Brunswick and Pender Counties in North Carolina; provided,
however, that Employee shall not be prohibited hereunder from
passively investing in a business similar to the banking and other
financial business activities of the Employer or any of its
subsidiaries, if such investment is limited to less than one
percent of the capital stock or other securities of any such
corporation or other entity.
(b)
Non-Solicitation of Employees . Employee agrees that,
during the Term and for a period of eighteen (18) full months
thereafter she will (i) not solicit, entice, persuade or
induce any other employee of the Employer or any of its
subsidiaries to leave the employ or association of such entity, and
(ii) refrain from recruiting or hiring, or attempting to
recruit or hire, directly or by assisting others, any individual
who is employed by the Employer or any of its subsidiaries at the
time of the attempted recruiting or hiring.
(c)
Non-Solicitation of Customers . Employee agrees that,
during the Term and for a period of eighteen (18) full months
thereafter, she will not, directly or indirectly, solicit any
business from any of the customers of the Employer or any of its
subsidiaries, or actively seek prospective customers of the
Employer or any of its subsidiaries, with whom Employee had
material direct or indirect contact within the last twenty-four
(24) months of Employee’s association hereunder for purposes
of providing products or services that are similar to or
competitive with those provided by the Employer or any of its
subsidiaries, if the Employer or any of its subsidiaries is also
then still engaged in such business.
5.
Unauthorized Disclosure. Employee shall not,
without the written consent of the Board of Directors of the
Company or the Bank, or a person authorized thereby, knowingly
disclose to any person, other than an employee of Employer or a
person to whom disclosure is reasonably necessary or appropriate in
connection with the performance by Employee of her duties hereunder
or as required by law, any material confidential information
obtained by her while in the employ of Employer with respect to any
of Employer’s services, products, improvements, formulas,
designs or styles, processes, customers, methods of distribution or
any business practices the disclosure of which she knows or
reasonably should know will or is likely to be damaging to
Employer; provided, however, that confidential information shall
not include any information known generally to the public (other
than as a result of unauthorized disclosure by Employee) or any
information of a type not otherwise considered confidential by
persons engaged in the same business or a business similar to that
conducted by Employer.
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The covenants
contained in this Section 5 shall survive the termination of
Employee’s employment hereunder for any reason for a period
of two years; provided, however, that with respect to those items
of confidential information which constitute a trade secret under
applicable law, Employee’s obligations of confidentiality and
non-disclosure as set forth in this Section 5 shall continue
to survive after said two-year period to the greatest extent
permitted by applicable law. These rights of Employer are in
addition to those rights Employer has under the common law or
applicable statutes for the protection of trade secrets.
6.
Injunctive Relief. It is understood and agreed by
the parties hereto that the services to be rendered by Employee
hereunder are of a special, unique, extraordinary and intellectual
character, which gives them a peculiar value, the loss of which may
not be reasonably or adequately compensated in damages, and
additionally that a breach by Employee of the covenants set out in
Sections 4 and 5 of this Agreement will cause Employer great and
irreparable injury and damage. Employee hereby expressly agrees
that Employer shall be entitled to the remedies of injunction,
specific performance and other equitable relief to prevent a breach
of Section 4 or 5 of this Agreement by Employee. This
provision shall not, however, be construed as a waiver of any of
the remedies which Employer may have for damages or otherwise.
7.
Subsidiaries. It is understood and agreed by the
parties hereto that, at the election and direction of Employer and
without modification of the terms and provisions hereof, Employee
may also serve as an executive officer or director or both of any
one or more subsidiaries of the Company or the Bank, when and as so
determined by Employer.
8.
Term of Employment. Employee’s employment
under this Agreement shall be for a term commencing on the date
hereof and ending on March&
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