THIS AGREEMENT (the “Agreement”), made this 16 th day of July, 2007 , by and among JEFFERSON FEDERAL BANK (the “Bank”) and CHARLES G. ROBINETTE (“Employee”).
W I T N E S S E T H
WHEREAS, the Employee has expressed his desire and intent to terminate his employment with the Bank prior to the termination date of his current Employment Agreement;
WHEREAS, the Bank is agreeable to permitting Employee to terminate his employment with the Bank;
WHEREAS, the parties desire to provide an orderly process and schedule for the Employee to terminate his employment with the Bank;
WHEREAS, the Employment Agreement dated January 1, 2005 no longer accurately reflect the rights and responsibilities of the parties to each other;
WHEREAS, in order for the Employee and the Bank to know their respective rights and responsibilities during the time over which the Employee will be terminating his employment with Bank, the parties desire to enter into an agreement modifying the terms and conditions of the original Employment Agreement dated January 1, 2005 and the related rights and obligations of each of the parties;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:
1. Employment . During the term of the Agreement, Employee will continue as an employee of the Bank in the Knoxville Region subject to the terms of this Agreement. Employee’s duties shall include assisting in customer introduction and customer retention and such other tasks, ordinarily and reasonably performed by a bank president or CEO, as may be assigned to Employee by the President and CEO and/or the Board of Directors of the Bank, all such duties to be performed as needed and as called upon by the President and CEO and/or the Board of Directors of the Bank.
2. Location and Facilities . The Bank shall furnish Employee an office from which to work until September 1, 2007, and Employee shall devote his full time and efforts to the Bank until September 1, 2007. Thereafter, Employee shall devote such time to the Bank as requested by the Bank acting through its President and CEO and/or its Board of Directors.
3. Term . The term of this Agreement shall be for one(1) year from date of execution and shall terminate on that date (“termination date”).
4. Compensation The Bank agrees to pay the Employee during the term of this Agreement compensation in the amount of $180,000 payable bi-weekly.
5. Benefit Plans . The Employee shall be entitled to participate in such medical and dental plans as may be in effect for the benefit of other employees of the Bank during the term of this agreement on the same basis of eligibility. Employee shall be entitled to the 2007 ESOP vesting and the January 2008 MRP vesting and shall not be entitled to participate in any other bonus plans, pension plans, profit-sharing plans, retirement plans, or other employee benefit plans of the Bank.
6. Loyalty and Confidentiality; Noncompetition .
a. During the term of this Agreement, Employee: (i) shall devote such time, attention, skill, and efforts to the faithful performance of his duties hereunder as previously set forth; provided, however, that from time to time, Employee may serve on the boards of directors of, and hold any other offices or positions in, companies or organizations which will not present any conflict of interest with the Bank or any of their subsidiaries or affiliates, unfavorably affect the performance of Employee’s duties pursuant to this Agreement, or violate any applicable statute or regulation and (ii) shall not engage in any business or activity contrary to the business affairs or interests of the Bank and/or Jefferson Bancshares, Inc (“ the Company”).
b. Nothing contained in this Agreement shall prevent or limit Employee’s right to invest in the capital stock or other securities of any business dissimilar from that of the Company, or, solely as a passive, minority investor, in any business.
c. Employee agrees to maintain the confidentiality of any and all information concerning the operation or financial status of the Bank and/or the Company; the names or addresses of any of its borrowers, depositors and other customers; any information concerning or obtained from such customers; and any other information concerning the Bank and/or the Company to which he may be exposed during the course of his employment. The Employee further agrees that, unless required by law or specifically permitted by the Board in writing, he will not disclose to any person or entity, either during or subsequent to his employment, any of the above-mentioned information which is not generally known to the public, nor shall he employ such information in any way other than for the benefit of the Bank and/or the Company.
d. Upon the termination of Employee’s employment hereunder for any reason, Employee agrees not to compete with the Bank and/or any entity owned by the Company for a period of two (2) years following the termination date in any city, town or county in which the Employee’s normal business office is located and the Bank and/or the Company affiliate has an office or has filed an application for regulatory approval to establish an office (or within a 60-mile radius of each of such offices), determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Employee agrees that during such period and within said cities, towns and counties, Employee shall not work for or advise, consult or otherwise serve with, directly o