This
Agreement (“Agreement”), dated as of
September 8, 2008 (the “Effective Date”), is
between Superior Bancorp , its successors, assigns and
affiliated companies (the “Company”) and James A.
White (the “Executive”).
1. Term. The term of this Agreement shall begin on the
Effective Date and end on the third anniversary of the Effective
Date.
2. Employment of Executive. On the Effective Date
Executive shall be employed as the Chief Administrative Officer of
the Company and Superior Bank. Executive shall perform those duties
as are customarily associated with his position and such other
reasonable duties as may be assigned to him by the Company’s
Chief Executive Officer.
3. Compensation and Benefits. In consideration for
Executive’s services, Executive shall receive the following
compensation, in each case subject to any required
withholdings:
(a) Executive
shall be paid in accordance with the Company’s normal payroll
procedures an annual base salary of $275,000. Executive’s
base salary will be reviewed on December 31, 2009 and annually
thereafter.
(b) Executive
shall be eligible for all welfare benefit, pension benefit, and
bonus and incentive compensation plans maintained by the Company on
the same basis as other employees at Executive’s level within
the Company.
(c) Subject
to approval by the Compensation Committee of the Company’s
Board of Directors, Executive will receive options to purchase
25,000 shares of Company’s common stock upon such terms as
are determined by the Compensation Committee.
(d) Executive
shall receive an automobile allowance of $500 per month.
(c) Executive’s
expenses of relocating his residence to Birmingham, Alabama shall
be paid by the Company. Specifically, the Company will provide the
Executive and his family with the use of a condominium residence in
The John A. Hand Building at no cost to the Executive for up to
12 months, during which time Executive will seek local
housing. The Company will reimburse the Executive for reasonable
closing costs associated with the purchase of a new residence in
the Birmingham, Alabama area. If the purchase of Executive’s
new residence is financed by Superior Bank, Executive will receive
the customary employee discount of one-half the origination fee.
The Company will also reimburse the Executive for the reasonable
and direct moving expenses associated with the moving of personal
household goods both into the Company-provided condominium and into
a new residence selected by the Executive. The Company shall pay
Executive a relocation bonus equal to (i) $12,500 in the first
payroll following the
1
Effective Date
and (ii) $12,500 in the first regular payroll following the
Executive’s purchase of a residence in the Birmingham,
Alabama area.
4. Termination of Executive’s Employment.
(a) If, during the term of this Agreement, Executive
voluntarily resigns his employment with the Company, or his
employment is terminated by the Company for Cause (as defined
below), then Executive shall receive unpaid salary and benefits
which have accrued through the date of his termination of
employment, and the Company shall have no further liability under
this Agreement.
(b) If,
during the term of this Agreement, Executive’s employment is
terminated by the Company for any reason other than for Cause (as
defined below) or the Executive resigns his employment with the
Company for Good Reason (as defined below), then Executive shall,
within thirty (30) days from the date of termination of his
employment, receive a lump sum payment, unreduced for early
receipt, equal to his base salary as of the date his employment
terminates for the period from the date of termination of his
employment to the last day of the term of this Agreement. Provided,
however, that in the event the termination of Executive’s
employment with the Company triggers payments to Executive under
the provisions of a Change in Control Agreement with the Company,
any payments due to Executive under this Agreement shall be reduced
by the amount of the payments made to Executive under the Change in
Control Agreement.
5 .
Cause Defined. The termination of the Executive’s
employment shall be for “Cause” if it is a result
of:
(a) any act
(including any omission or failure to act) that constitutes, on the
part of the Executive, fraud, dishonesty, gross
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