EXHIBIT
10.01
BRITTON
& KOONTZ CAPITAL CORPORATION
EXECUTIVE
EMPLOYMENT AGREEMENT
THIS
AGREEMENT (the
“Agreement”) is entered into by and between W. Page
Ogden (“Executive”) and Britton & Koontz Capital
Corporation, a Mississippi corporation (the “Company”),
and is intended to amend, restate, and replace, in its entirety,
that certain Employment Agreement between the Company and Executive
dated as of December 31, 2002 (the “Prior
Agreement”).
1. Employment
And Term:
1.1
Position. The Company shall employ and retain
Executive as its President and Chief Executive Officer or in such
other capacity or capacities as shall be mutually agreed upon, from
time to time, by Executive and the Company, and Executive agrees to
be so employed, subject to the terms and conditions set forth
herein. Executive’s duties and responsibilities
shall be those assigned to him hereunder, from time to time, by the
Board of Directors of the Company (the “Board”) and
shall include such duties as are the type and nature normally
assigned to similar executive officers of a commercial banking
corporation of the size, type and stature of the
Company. Executive shall report directly to the Board of
Directors.
1.2
Concurrent Employment. During the term of this
Agreement, Executive and the Company acknowledge that Executive may
be concurrently employed by the Company and Britton & Koontz
Bank, N.A., the Company’s wholly-owned subsidiary, and one or
more additional subsidiaries or other entities with respect to
which the Company owns (within the meaning of Section 425(f) of the
Internal Revenue Code of 1986, as amended (the “Code”))
50% or more of the total combined voting power of all classes of
stock or other equity interests (an “Affiliate”), and
that all of the terms and conditions of this Agreement shall apply
to such concurrent employment. Reference to the Company
hereunder shall be deemed to include any such concurrent employers,
unless the context clearly indicates to the contrary.
1.3
Full Time and Attention. During the term of this
Agreement and any extensions or renewals thereof, Executive shall
devote his full time, attention and energies to the business of the
Company and will not, without the prior written consent of the
Board of Directors of the Company, be engaged (whether or not
during normal business hours) in any other business or professional
activity, whether or not such activities are pursued for gain,
profit or other pecuniary advantage.
Notwithstanding
the foregoing, Executive shall not be prevented from (a) engaging
in any civic, charitable or banking professional or trade
association activity for which Executive receives no compensation
or other pecuniary advantage, (b) investing his personal assets in
businesses which do not compete with the Company, provided that
such investment will not require any services on the part of
Executive in the operation of the affairs of the businesses in
which investments are made and provided further that
Executive’s participation in such businesses is solely that
of an investor, or (c) purchasing securities in any corporation
whose securities are regularly traded, provided that such purchases
will not result in Executive owning beneficially at any time 5% or
more of the equity securities of any corporation engaged in a
business competitive with that of the Company.
1.4
Term. Executive’s employment under this
Agreement shall commence as of January 1, 2009 (the
“Effective Date”), and shall terminate on December 31,
2012; provided, that such term shall automatically be extended for
two additional successive one-year periods unless, at least 90 days
prior to the commencement of any such one-year renewal term, either
party provides written notice to the other that the Employment Term
shall not be further renewed (the date on which employment
hereunder ceases referred to herein as Executive’s
“Termination Date”; the period between the Effective
Date and the Termination Date referred to herein as
Executive’s “Employment Term”).
2. Compensation
And Benefits:
2.1
Base Compensation. The Company shall pay
Executive an annual salary not less than his annual base salary in
effect as of the Effective Date, such amount shall be prorated and
paid in equal installments in accordance with the Company’s
regular payroll practices and policies and shall be subject to
applicable withholding and other applicable taxes
(Executive’s “Base
Compensation”). Executive’s Base
Compensation shall be reviewed no less often than annually and may
be increased or reduced by the Board or the Compensation Committee
thereof, in its discretion.
2.2
Bonuses, Incentives and Other Benefits. During
the Employment Term, Executive shall be eligible for participation
in the Company’s:
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Annual
cash incentive plan (any bonus paid thereunder referred to as an
“Incentive Bonus”);
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b.
2007 Long-Term Incentive Compensation Plan; and
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That
certain Salary Continuation Agreement between the Company and
Executive most recently amended and restated December 12, 2007 (the
“Salary Continuation Agreement”).
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each
as may be amended, restated, supplemented or replaced, from time to
time, in accordance with its terms.
Executive
further shall participate in such plans, policies, and programs as
may be maintained, from time to time, by the Company or any
affiliate thereof, at least 80% of the common stock or other equity
interests of which is owned, directly or indirectly, by the Company
(an “Affiliate”), for the benefit of senior executives
or employees of the Company. Such plans, policies and
programs may include, without limitation, profit sharing, life
insurance, and group medical and other welfare benefit
plans. Any payments or benefits thereunder shall be
subject to and determined in accordance with the specific terms and
conditions of the documents evidencing any such separate plans,
policies, and programs.
2.3
Reimbursement of Expenses. The Company shall
reimburse Executive for such reasonable and necessary expenses as
are incurred in carrying out his duties hereunder, consistent with
the Company’s standard policies and annual
budget. The Company’s obligation to reimburse
Executive hereunder shall be contingent upon the substantiation by
Executive of such expenditures in accordance with the
Company’s policies.
If
and to the extent Executive’s right to reimbursement
hereunder is deemed “deferred compensation” within the
meaning of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”):
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Executive
shall make a claim for any reimbursement not later than 90 days
after the end of the calendar year in which the expense giving rise
to such claim is incurred.
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The
Company shall promptly pay or reimburse such expenses upon receipt
of such information and supporting documentation as it may
reasonably request, but not later than December 31st of the
calendar year following the calendar year in which such expenses
are incurred.
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2.4
Fringe Benefits. In addition to the foregoing,
Executive shall be entitled to the following fringe
benefits:
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Use
of a leased or Company-owned motor vehicle, which shall be
reasonably satisfactory to Executive; reasonably promptly after the
end of each calendar year, Executive shall provide the Company with
the amount of personal mileage on such vehicle in such year and
shall receive additional taxable income equal to Executive’s
personal mileage multiplied by the standard mileage rate fixed by
the Internal Revenue Service, from time to time.
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Reimbursement
or payment of expenses for dues and capital assessments for
membership in (1) Beau Pre Country Club, Natchez, Mississippi, and
(2) the City Club of Baton Rouge, Baton Rouge, Louisiana, and for
other civic club memberships; provided, that if any bond or capital
or similar payment made by the Company is repaid to Executive,
Executive shall promptly remit to the Company the amount
thereof.
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c. No
less than four weeks of vacation each year.
3. Termination:
3.1
Termination Payments to Executive. As set forth
more fully in this Section 3, Executive may be paid one or more of
the following amounts on account of his termination of employment
hereunder:
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Executive’s
annualized Base Compensation in effect on his Termination
Date.
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Executive’s
Incentive Bonus, prorated to reflect his actual period of service
during the year in which his Terminate Date occurs;
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Executive’s
Incentive Bonus in the target amount applicable during the year in
which his Termination Date occurs; and/or
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If
Executive and/or his dependants elect to continue group medical
coverage within the meaning of Code Section 4980B(f)(2) with
respect to one or more group health plans sponsored by the Company
or an Affiliate (other than a health flexible spending account
under a self-insured medical reimbursement plan described in Code
Sections 125 and 105(h)), an amount equal to the continuation
coverage premium for the same type and level of group health plan
coverage received by Executive and his electing dependents
immediately prior to such termination of Executive’s
employment for the period such coverage is actually continued in
accordance with Code Section 4980B, but not more than 12
months.
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Executive
shall further be entitled to receive such other compensation or
benefits as may be provided under the terms of any separate plan or
agreement maintained by the Company or its Affiliates; provided,
however, that the provision of any amount hereunder shall be in
lieu of, and not in addition to, any severance pay or similar
termination benefit otherwise payable to Executive under any
severance plan, policy or program maintained by the Company or an
Affiliate. For purposes of clarity, and without limiting
the generality of the foregoing, nothing herein is intended to
limit or restrict Executive’s right to receive payments under
the Salary Continuation Agreement (Executive’s right to
receive payments thereunder being determined solely in accordance
with the terms and provisions of such agreement).
3.2
Termination for Death or Disability . If
Executive dies or becomes Disabled during the Employment Term, this
Agreement and Executive’s employment hereunder shall
immediately terminate. In such event, the Company shall
pay to Executive:
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Such
amounts and benefits as are required by law to be paid or provided,
at such time or times as required to be paid or provided under
applicable law; and
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The
amount determined in accordance with Section 3.1b hereof, which
shall be paid as of the date on which any such Incentive Bonus
would ordinarily be paid under the terms of the Company’s
cash bonus plan.
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For
purposes of this Section 3.2, Executive shall be deemed
“Disabled” if he is (a) unable to engage in any
substantial gainful activity due to a medically-determinable
physical or mental impairment that can be expected to result in
death or to last for a continuous period of at least 12 months, or
(b) receiving benefits under the Company’s or an
Affiliate’s separate long-term disability plan for a period
of at least three months as a result of a medically-determinable
physical or mental impairment. The Board shall certify
whether Executive is Disabled as defined herein.
3.3
Company’s Termination for Cause. This
Agreement and Executive’s employment hereunder may be
terminated by the Board of Directors at any time on account of
Cause. In such event, the Company shall pay or provide
to Executive only such amounts or benefits as are required by law
to be paid. For purposes of this Agreement,
“Cause” means that Executive has:
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Committed
an intentional act of fraud, embezzlement or theft in the course of
his employment or otherwise engaged in any intentional misconduct
which is materially injurious to the Company’s or an
Affiliate’s financial condition or business
reputation;
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Committed
intentional damage to the property of the Company or an Affiliate
or committed intentional wrongful disclosure of Confidential
Information as defined in Section 5.2 hereof, which is materially
injurious to the Company’s or an Affiliate’s financial
condition or business reputation;
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Been
indicted for the commission of a felony or a crime involving moral
turpitude;
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Willfully
and substantially refused to perform the essential duties of his
position, which has not been cured within 30 days following written
notice by the Board;
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Committed
a material breach of this Agreement, which has not been cured
within 30 days following receipt of written notice of the breach
from the Board;
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Intentionally,
recklessly or negligently violated any material provision of any
code of ethics, code of conduct or equivalent code or policy of the
Company or its Affiliates applicable to senior executives of the
Company; or
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Intentionally,
recklessly or negligently violated any applicable material
provision of the Sarbanes-Oxley Act of 2002 or any of the rules
adopted by the Securities and Exchange Commission implementing any
such provision.
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No act
or failure to act on the part of Executive will be deemed
“intentional” if it was due primarily to an error in
judgment or negligence, but will be deemed
“intentional” only if done or omitted to be done by
Executive not in good faith and without reasonable belief that his
action or omission was in the best interest of the Company or an
Affiliate or in accordance with applicable federal
regulations.
3.4
Termination by the Company, Without Cause. The
Company may terminate this Agreement and Executive’s
employment hereunder, without Cause, upon 90 days prior written
notice to Executive, or such shorter period as may be agreed upon
by Executive and the Board. In such event, the Company
shall provide to Executive:
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The
amount determined under Section 3.1a hereof in the form of a
single-sum payment 30 days after his Termination Date;
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The
amount determined in accordance with Section 3.1b
hereof, which amount shall be paid in a single-sum as of the date
on which amounts are ordinarily payable under the terms of the cash
bonus plan;
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Executive
shall be deemed fully vested in the maximum benefit under his
Salary Continuation Plan, which amount shall be paid in the amount
and at t
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