EXHIBIT
10.3
EXECUTIVE EMPLOYEE
AGREEMENT
THIS AGREEMENT made as of this 21st day of April, 1994 by
and between First Citizens National Bank, a national bank with its
principal location in Dyersburg, Tennessee (the "Bank"), First
Citizens Bancshares, Inc., a registered bank holding company with
its principal location in Dyersburg, Tennessee ("Bancshares")
(collectively referred to herein as "Company") and Jeffrey Dean
Agee of Dyersburg, Tennessee (the "Executive").
WITNESSETH
WHEREAS , the company recognizes the value of the
Executive's services and desires to insure the Executive's
continued employment with the Company; and
WHEREAS , the Executive wishes to continue in the
employment of the Company; and
WHEREAS , the Company and the Executive mutually desire
that their employment relationship be set forth under the terms of
a written employment agreement;
NOW, THEREFORE , in consideration of the foregoing and of
the promises and mutual agreements set forth below, and other good
and valuable consideration, the receipt and sufficiency of which
hereby acknowledged, the parties hereto do hereby agree as
follows:
1.
Employment. The Company agrees to continue to employ the
Executive, and the Executive agrees to continue to serve and be
employed by the Company, on the terms and conditions, set forth
herein.
2.
Term of Employment. The employment of the Executive by the
Company as provided under Section 1 shall commence on the effective
date hereof and end on April 21, 1996, unless further extended or
sooner terminated as hereinafter provided. On April 21, 1995, and
on April 21 of each year thereafter, the term of the Executive's
employment hereunder shall be automatically extended one (1)
additional year, unless prior to the date of such automatic
extension the Company shall have delivered to the Executive or the
Executive shall have delivered to the Company written notice that
the term of the Executive's employment hereunder shall not be
extended. In the event the Executive's employment hereunder is not
extended by the Company, such failure to extend shall be deemed
termination pursuant to paragraph 6(d) of this Agreement and the
Company shall send the Executive a Notice of Termination as
provided for in Section 6(a) (vii).
3.
Position and Duties. The Executive shall serve as Vice
President and Chief Financial Officer of the Company with
responsibilities and authority as may from time to time be assigned
to him by the Boards of Directors of the Company. The Executive
shall devote substantially all of his working time and efforts to
the business affairs of the Company.
4.
Place of Performance. In connection with the Executive's
employment hereunder, the Executive shall be based at the Company's
principal offices located in Dyersburg, Tennessee, subject to
reasonable travel on the business of the Company.
5.
Compensation and Benefits. In consideration of the
Executive's performance of his duties hereunder, the Company shall
provide the Executive with the following compensation and benefits
during the term of his employment hereunder.
a.
Base Salary. The Company shall pay to the Executive an
aggregate base salary at a rate of not less than Forty-two-Thousand
Five Hundred dollars ($42,500.00) per annum, in equal bi-weekly
installments as nearly as practicable upon the 15th and 30th of
each calendar month, in arrears. Such base salary may be increased
from time to time by the Compensation Committee in accordance with
the normal business practices of the Company and, if so increased,
shall not thereafter during the term of the Executive's employment
hereunder be decreased.
Compensation of the Executive by base salary payments shall not be
deemed exclusive and shall not prevent the Executive from
participating in any other compensation or benefit program of the
Company. Such base salary payments (including increases thereto)
shall not in any way limit or reduce any other obligation of the
Company hereunder, and no other compensation, benefit or payment
hereunder shall in any way limit or reduce the obligation of the
Company with respect to such base salary.
b.
Performance Bonus. The Company shall pay to the Executive
with respect to each fiscal year during the term of the Executive's
employment hereunder, a performance bonus in accordance with
Schedule A attached hereto and by reference made a part hereof.
Such bonus shall be paid to the Executive within 45 days after the
end of each fiscal year.
c.
Expenses. The Company, as applicable, shall promptly
reimburse the Executive for all reasonable out-of-pocket expenses
incurred by the Executive in his performance of services hereunder,
including all such expenses of travel and living expense while away
from home on business of the Company, provided that such expenses
are incurred, accounted for and documented in accordance with the
regular policies and procedures established by the Company from
time to time.
d.
Employee Benefits. The Executive shall be entitled to
continue to participate in all Bank employee benefit plans and
arrangements in effect on the date hereof in which the Executive
participates, (including but not limited to the group
health-and-accident, and medical insurance plans) as such plans may
continue or be altered by the Company Boards of Directors from time
to time at the Boards' discretion.
e.
Vacation. The Executive shall be entitled to vacation in
each calendar year during the term of this Agreement, in accordance
with the Company's vacation policies, as well as to all paid
holidays provided by the Company to its employees.
f.
Services. The Company shall furnish the Executive with
office space, secretarial and administrative assistance, and such
other facilities and services as shall be suitable to his position
and adequate for the performance of his duties hereunder.
g.
Life Insurance. During the term of this Agreement, the
Executive will be eligible to participate in the Split Dollar Plan
maintained by the Company according to the terms and conditions of
the Amended and Restated Split Dollar Agreement dated December 27,
2007 by and between the Company and the Executive. The Executive's
participation in the Split Dollar Plan shall replace his
participation in any and all policies heretofore purchased and
maintained by the Company to provide death benefits for the
Executive of his assigns, including Great West Life Policy Number
8680048.
6.
Compensation and Benefits in the Event of Termination. In
the event of the termination of the Executive's employment by the
Company during the term of this Agreement, compensation and
benefits shall be paid as set forth below.
a.
Definitions. For purposes of this Agreement, the following
terms shall have the meanings indicated:
i.
"Cause" shall mean (A) the conviction of the Executive or the
rendering of a final judgment against the Executive by a court of
competent jurisdiction which is not subject to further appeal for
the willful and continued failure by the Executive to substantially
perform his duties under this Agreement, the Company's policies, or
federal and/or state law (other than any such failure resulting
from his Disability); which breach of duty has materially adversely
affected the safety and soundness of the Company; or (B) the
Executive's conviction of a felony which is not subject to further
appeal. For purposes of this subparagraph, no act, or failure to
act, on the Executive's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith and without
reasonable belief that his action or omission is in the best
interest of the Company.
ii.
"Change in Control" shall mean either:
A. the
acquisition, directly or indirectly, by any person or group of
persons of shares in the Bank or Bancshares, which when added to
any other shares the beneficial ownership by an person(s) of ten
percent (10%) of such stock or which would require prior
notification under any federal or state banking law or regulation;
or
B. the
occurrence of any merger, consolidation or reorganization to which
the Bank or Bancshares is a party and to which the Bank or
Bancshares (or an entity controlled thereby) is not a surviving
entity, or the sale of all or substantially all of the assets of
the Bank or Bancshares.
C. For
purposes of this subparagraph (ii), the definition of "person"
shall be as defined in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934.
iii.
"COBRA" shall mean Title I, Part 6 or ERISA.
iv.
"Compensation" shall mean the total compensation paid to the
Executive as reported or reportable in his W-2 Forms from Bank and
Bancshares for that year.
v.
"Coincident with" shall mean any time within six months prior to
the acquisition of shares of Bank or Bancshares described in
7(a)(ii) of this Agreement, or the regulatory approval required
under such section, whichever comes first.
vi.
"Date of Termination" shall mean: (A) if the Executive's employment
is terminated by reason of his death, his date of death; (B) if the
Executive's employment is terminated for Disability, thirty (30)
days after Notice of Termination is given (provided that the
Executive shall not have returned to the performance of his duties
as provided under subparagraph (vi) of this paragraph (a); or (C)
if the Execut
