Exhibit 10(b)
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (the
“Agreement”) dated as of January 10, 2002, between
First Century Bankshares, Inc. (the “Company”), and
Byron K. Satterfield (the “Executive”),
provides:
1. Employment and
Term.
(a) The Company shall employ the
Executive part-time to perform for First Century Bank, National
Association (the “Bank”) various banking services
similar and related to those he has performed heretofore with the
title and duties set forth in Section 2 below beginning on the date
set forth above and continuing through April 1, 2004, subject to
Section 1(c) below (the “Term”).
(b) Subject to Section 1(c) below,
beginning on April 2, 2004 and continuing until April 1, 2009 (the
“Consulting Period”), the Company shall retain
Executive part-time as a consultant for the Bank performing tasks
as set forth in Section 2(c) below.
(c) Notwithstanding the foregoing,
the Term or Consulting Period shall be immediately terminated by
the first to occur of the following: (i) Executive’s death,
(ii) resignation by Executive, (iii) fraudulent or criminal conduct
of a material nature by Executive, (iv) Executive’s wilful
material malfeasance or material neglect of duties assigned by the
Bank, provided such willful malfeasance or neglect is not cured by
Executive within seven (7) days after written notice thereof by the
Company, (v) Executive moving his primary domicile outside of the
Bluefield, West Virginia area (vi) failure by Executive to support
Bank’s or Company’s strategic plans or any other
management policies after such plans or policies have been approved
by the Bank’s or Company’s Board of Directors as
appropriate, or (vii) the incapacity of Executive by reason of a
physical or mental condition that prevents Executive from
performing his duties as set forth herein for either (a) a period
of 180 consecutive days or (b) a total of 180 days out of any
360-day period. To the extent the parties may disagree as to the
nature and/or extent of whether Executive is incapacitated by a
physical or mental condition as set forth above, the parties shall
defer to the opinion of a physician selected by mutual agreement of
the Bank and Executive or Executive’s guardian, as the case
may be.
(d) In the event the Term or the
Consulting Period shall be terminated under subsections (c)(ii-vi)
above, no further compensation shall accrue or benefits of any kind
shall be payable to Executive hereunder except for any vested
benefits or other benefits payable to Executive under any employee
benefit plan.
(e) Company hereby guarantees
Bank’s obligations and duties under this
Agreement.
2. Duties .
(a) During the Term, the Executive
agrees to use his best efforts to serve as Executive Vice President
of Bank, Chairman of the Bank’s Trust Investment Committee,
member of the Bank’s Administrative Committee and to perform
such other reasonable duties and assignments relating to the
business of the Bank as the Bank may request, except that the
Executive shall not be required to hold any office or to perform
any duties or assignments inconsistent with the Executive’s
experience and qualification.
(b) During the Term, the Executive
shall, except during periods of illness, devote reasonable time,
attention and energies to the diligent performance of his duties
hereunder.
(c) During the Consulting Period,
the Executive shall perform such consulting tasks on a part-time
basis relating to the business of the Bank as the Bank and
Executive agree.
(d) Executive may (i) invest his
personal assets and provide services to other business interests,
provided they are not competitive with the Bank in its normal trade
areas, and (ii) devote such time as may be reasonably required for
him to continue to maintain his current level of participation in
and for various civic and charitable activities and organizations.
Notwithstanding the foregoing, Executive may not provide services
in the Bank’s normal trade areas to any other financial
institution during the term and/or Consulting Period. Executive
acknowledges that the Bank’s business relationship with these
various civic and charitable activities and organizations is
significant. Accordingly, Executive agrees to use his reasonable
best efforts in good faith and commensurate with his fiduciary
duty, to take, or cause to be taken, all actions, and to do or
cause to be done, all things necessary, proper or desirable so as
to support and promote the Bank’s continuing business
relationships.
3. Compensation .
(a) Term Compensation . The
Bank shall pay to Executive as compensation for his services during
the Term hereunder an annual salary equal to his current salary
with the Bank, which annual salary shall be paid in regular
installments in accordance with the Bank’s general payroll
practices, including those related to withholding for taxes,
insurance and similar items. In no event shall Executive’s
annual salary for any year be less than his annual salary in effect
for the year 2001.
(b) Consulting Period
Compensation . During the Consulting Period, Bank shall pay
Executive compensation in the amount of $50,000 per year, payable
in substantially equal monthly installments and consistent with
general payroll practices of the Company.
(c) Additional Compensation in
the Event of Death or Disability . In the event of the death or
disability of Executive during the Term, Executive or his estate
shall be entitled to compensation in the amount of $250,000 to be
paid in five equal annual installments of $50,000 each. In the
event of the death or disability of the Executive during the
Consulting Period, Executive or his estate shall be entitled to the
difference between $250,000 and the gross amount of compensation
paid to Executive pursuant to Section 3(b) above. The first annual
installment of payments hereunder shall be due no later than six
(6) months after the date of Executive’s death or
disability.
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(d) Withholding Taxes . The
Bank may withhold from any benefits payable under this Agreement
all federal, state, city or other taxes as shall be required
pursuant to any law or governmental regulation or
ruling.
(e) Satisfaction of Obligations
Under Split Dollar Insurance Agreement . Executive and Bank
agree that Bank’s compliance with the terms of Paragraph 4 of
Exhibit A hereto and the compensation provided for in this
Paragraph 3 fully satisfy the Bank’s obligations under the
Executive Split Dollar Life Agreement and Plan.
4. Benefits .
(a) Fringe Benefits . During
the Term, the Executive shall continue to receive or participate in
all “fringe benefits” and employee benefit plans,
including any retirement plans, health insurance plans and
disability insurance plans, now or hereafter provided or made
available to Executive and the Bank’s executives or
management personnel generally in similar positions, subject to the
terms and conditions of such plans. In addition to any plans
described in the preceding sentence, Executive shall continue to
receive the fringe benefits listed on Exhibit A attached hereto and
incorporated herein by reference, subject to the limitations set
forth therein.
(b) Reimbursement of Expenses
. During the Term and the Cons
