EMPLOYMENT AGREEMENT, AS AMENDED
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into by and
among Synovus Financial Corp., a Georgia business corporation ("Synovus"), and
National Bank of South Carolina, a national banking association ("Bank"),
Synovus and Bank being sometimes hereinafter collectively referred to as
"Employer", and Robert V. Royall, Jr., an individual resident of South Carolina
("Employee"), Employer and Employee being sometimes hereinafter collectively
referred to as the "Parties", pursuant to the terms of an Agreement and Plan of
Merger by and between Synovus and NBSC Corporation ("Merger Agreement") and is
intended to amend and restate in its entirety that certain Employment Agreement
dated February 25, 1991, as amended on February 17, 1994, by and among Bank,
NBSC Corporation and Employee.
W I T N E S S E T H T H A T:
The Parties, for and in consideration of the mutual and reciprocal
covenants and agreements hereinafter contained, and other good and valuable
consideration, the receipt of which is acknowledged, and intending to be legally
bound, do contract and agree as follows, to-wit:
I.
Employment
The purpose of this Agreement is to define the relationship between
Employer, as an employer, and Employee, as an employee. Employer hereby employs
Employee and agrees to cause Employee to be elected as Chairman of the Board and
Chief Executive Officer of Bank and to use its best efforts to cause Employee to
be elected as a member of the Board of Directors of Synovus, and Employee hereby
accepts employment by Employer in the above-referenced capacities, upon all of
the terms and conditions as hereinafter set forth.
II.
Duties
Employee shall have the responsibilities, powers and duties which he
exercised prior to the acquisition of Bank by Synovus and which are customarily
associated with the office specified in Article I above. Employee agrees to
perform such other duties as may be mutually agreed from time to time by him, on
the one hand, and by the Boards of Directors of Synovus or the Bank, on the
other. Employee shall faithfully and diligently discharge his duties and
responsibilities under this Agreement, and shall, subject to the provisions of
Article XV hereof, use his full-time best efforts to discharge such duties and
responsibilities.
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III.
Term
The term of Employee's employment under this Agreement shall begin on
the date the merger contemplated by the Merger Agreement is consummated
("Effective Date of this Agreement") and shall end on the fifth anniversary date
hereof ("Agreement Termination Date"), unless otherwise terminated pursuant to
the terms of this Agreement; provided, however, the term of this Agreement may
be extended pursuant to the terms and conditions of a written amendment to this
Agreement executed by Employer and Employee according to the procedure set forth
in Article XVI hereof.
IV.
Base Salary
In consideration of all services to be rendered by Employee in any
capacity hereunder for Employer during the term of this Agreement, and in
consideration of the covenants and agreements of Employee herein contained,
Employer shall pay Employee a base salary of $268,000 per calendar year while
Employee is employed on a full-time basis. Employee may thereafter receive an
annual cost of living increase in the base salary payable to him during the term
of his employment hereunder; provided, however, that Employee shall be entitled
to an annual cost of living increase in base salary if other senior executive
officers of Synovus receive such an increase.
V.
Adjustments to Base Salary
In addition to the annual cost of living increase in Employee's base
salary referenced in Article IV above, Employer and Employee may, from time to
time, reflect increases in Employee's base salary as may be mutually agreed upon
by entering any such change upon the "Schedule of Compensation," attached hereto
as Exhibit "A" and made a part hereof. If a change in the base salary of
Employee is entered on said Schedule and duly signed by Employee and the proper
officers of Employer, such entry shall constitute an amendment to this Agreement
as of the date of said entry and shall supersede the base salary provided for in
Article IV of this Agreement and any other change in such base salary previously
entered on said Schedule.
VI.
Executive Compensation Plans
Employee shall be eligible to participate in the various executive
benefit plans as are made available to other senior executives of Synovus
including, but not limited to, incentive cash bonuses, stock options and
restricted stock awards.
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VII.
Benefit and Retirement Plans
Employee shall be entitled to participate in the various welfare and
fringe benefit plans and the tax qualified retirement plans which may be
authorized and adopted from time to time by the Board of Directors of Bank, with
Employee's participation in such plans to be governed and controlled by the
terms and provisions of such plans.
VIII.
Board of Directors
Employer shall cause Employee, during the term of this Agreement, to be
elected as Chairman of the Board of Bank and use its best efforts to cause
Employee to be elected as a director of Synovus, and Employee shall be entitled
to receive, in addition to the base salary described in Article IV above, the
usual director and/or committee fees associated therewith.
IX.
Club Dues
During the term of this Agreement, Employer will pay (i) Employee's
reasonable expenses for dues and capital assessments for country club
memberships and if Employee is not already a member of such clubs, any
initiation fees and required bond purchases; provided, that if Employee ceases
to be a member of such clubs and any bonds or other capital payments paid by
Employer are redeemed and repaid to Employee, Employee shall pay over such
payments to Employer, and (ii) such reasonable civic and community club dues
requested by Employee upon the approval of such dues by the Board of Directors
of Bank. Any expenditures made in the use of such clubs in connection with
Employee's duties will be reimbursed in accordance with the last sentence of
Article XI of this Agreement.
X.
Stock Purchase Plans
Employee shall be allowed to participate in the Synovus Financial Corp.
Employee and Director Stock Purchase Plans if adopted by the Board of Directors
of Bank, and such participation shall be effective upon the effective date of
their adoption by the Board of Directors of Bank.
XI.
Automobile and Other Expenses
During the term of this Agreement, Employer shall provide Employee with
an automobile owned or leased by Employer, such automobile to be a make and
model appropriate to Employee's status (and at least commensurate with the
automobile provided to Employee by the Bank immediately preceding the
consummation of the merger contemplated by the Merger Agreement) and shall pay
all reasonable expenses associated with the use thereof, including, but not
limited to, maintenance and insurance. Alternatively,
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Employee shall be entitled to an automobile allowance of at least $4,000.00 per
year. Additionally, Employee shall be reimbursed by Employer for reasonable
travel and other reasonable expenses relating to Employee's duties, which
expenses are incurred and accounted for in accordance with Employer's normal
practices.
XII.
Termination and Change In Control
A. Termination by Employer and Termination by Employee for Good
Reason; Other Rights Upon Change in Control.
(1) This Agreement may be terminated by Employee for Good
Reason upon delivery of a Notice of Termination to Employer at
any time beginning 60 days after the occurrence of a Change in
Control. If Employee's employment shall be terminated by
Employer in violation of this Agreement or if Employee's
employment shall be terminated by Employee for Good Reason,
Employee shall be released from the terms of the Covenant Not
to Compete contained in Section XIII hereof, and in addition
to other rights and remedies available in law or equity,
Employee shall be entitled to the following:
(i) Employer shall pay Employee in cash within fifteen days of
the Termination Date an amount equal to all Accrued
Compensation and the Pro Rata Bonus;
(ii) Employer shall pay to Employee in cash at the end of each
of the thirty-six consecutive 30 day periods following the
Termination Date the following amounts:
(a) at the end of the first through twelfth 30-day
periods an amount equal to one-twelfth of the product
of (1) the sum of the Base Amount and the Bonus
Amount, multiplied by (2) one;
(b) at the end of the thirteenth through
twenty-fourth 30-day periods an amount equal to
one-twelfth of the product of (1) the sum of the Base
Amount and the Bonus Amount, multiplied by (2)
two-thirds; and
(c) at the end of the twenty-fifth through the
thirty-sixth 30-day periods an amount equal to
one-twelfth of the product of (1) the sum of the Base
Amount and the Bonus Amount, multiplied by (2)
one-third; and
(iii) for the period from the Termination Date through the
date that Employee attains the age of 65 (the "Continuation
Period"), Employer shall at its expense, less standard
employee contributions in effect as of the Termination Date
for such benefits for which Employee shall remain
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responsible, continue on behalf of Employee and his dependents
and beneficiaries the life insurance, disability, medical,
dental and hospitalization benefits provided (x) to Employee
at any time during the 90-day period prior to the Change in
Control or at any time thereafter or (y) to other similarly
situated executives who continue in the employ of Bank during
the Continuation Period. Notwithstanding the foregoing, the
coverage and benefits (including deductibles and employee
contributions to costs) provided in this Section
XII(A)(1)(iii) during the Continuation Period shall be no less
favorable to Employee and his dependents and beneficiaries
than the most favorable of such coverages and benefits for
employees of Bank during any of the periods referred to in
clauses (x) and (y) above. Employer's obligation hereunder
with respect to the foregoing benefits shall be limited to the
extent that Employee obtains any such benefits pursuant to a
subsequent employer's benefit plans, in which case Employer
may reduce the coverage of any benefits it is required to
provide Employee hereunder as long as the aggregate coverages
and benefits of the combined benefit plans is no less
favorable to Employee than the coverages and benefits required
to be provided hereunder. This subsection (iii) shall not be
interpreted so as to limit any benefits to which Employee or
his dependents or beneficiaries may be entitled under any of
Bank's employee benefit plans, programs or practices following
Employee's termination of employment, including without
limitation, retiree medical and life insurance benefits.
(2) In the event of a Change of Control (regardless of whether
Employee's employment is terminated hereunder), the
restrictions on any outstanding incentive awards (including
restricted stock) granted to Employee shall lapse and such
incentive award shall become 100% vested, all stock options
and stock appreciation rights granted to Employee shall become
immediately exercisable and shall become 100% vested, and all
performance units granted to Employee shall become 100%
vested.
(3) Employee shall not be required to mitigate the amount of
any payment provided for in this Agreement by seeking other
employment or otherwise and no such payment shall be offset or
reduced by the amount of any compensation or benefits provided
to Employee in any subsequent employment except as provided in
Section XII(A)(1)(iii).
(4) The severance pay and benefits provided for in this
Section XII(A) shall be in lieu of any other severance or
termination pay to which Employee may be entitled under any
Employer severance or termination plan, program, practice or
arrangement. Employee's entitlement to any other compensation
or benefits shall be determined in accordance with Employer's
employee benefit plans and other applicable programs, policies
and practices then in effect.
B. Termination By Employee Other Than For Good Reason.If Employee
voluntarily terminates his employment hereunder, other than for Good Reason, by
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delivering a Notice of Termination to Employer, Employee shall: (i) receive
within 30 days after the Termination Date a lump sum cash payment equal to the
Accrued Compensation and the Pro Rata Bonus; (ii) immediately forfeit any rights
to any compensation and employee benefits, to the extent not vested, including
options and restricted stock, which would have become vested after the
Termination Date; and (iii) continue to be subject to the Covenant Not to
Compete contained in Section XIII hereof.
C. Termination For Cause. Employee's employment with Employer may be
terminated by Employer For Cause, as defined in Section XVI(d) hereof. In such
event Employee shall: (i) receive within 30 days after the Termination Date a
lump sum cash payment equal to the Accrued Compensation; (ii) immediately
forfeit any rights to any further compensation and employee benefits, including
the Pro Rata Bonus, to the extent not vested, including options and restricted
stock, which would have become vested after the Termination Date; and (iii)
continue to be subject to the Covenant Not to Compete contained in Section XIII
hereof.
D. Death or Permanent Disability of Employee. Upon Employee's death or
upon notice of Employee's permanent disability during the term hereof, this
Agreement shall terminate, and Employee or his legal or personal representative,
as the case may be, shall receive within 30 days after the Termination Date a
lump sum cash payment equal to the Accrued Compensation and the Pro Rata Bonus.
No further compensation or employee benefits shall be due and payable to
Employee under this Agreement, from and after said date; provided, however,
Employee shall be entitled to receive life insurance and/or disability benefits
and/or vested retirement or other benefits made available to him by Employer
outside the terms of this Agreement, including the Stock Option Agreement to be
entered into pursuant to Article XIV hereof. For purposes of this Agreement,
Employee shall be deemed "permanently disabled" by bodily or mental illness,
disease or injury, to the extent that, in the reasonable judgment of Employers'
boards of directors he is prevented from performing the material and substantial
duties of his Employment and such disability has continued substantially for six
months. If requested by Employer, Employee shall submit to an examination by a
physician mutually acceptable to Employer and Employee for the purpose of
determining or confirming the existence or extent of any disability.
XIII.
Covenant Not to Compete and Confidentiality
For and in consideration of: (i) Employers' employment of Employee
pursuant to Article I of this Agreement; (ii) the acquisition of all of the
shares of common stock of NBSC Corporation held by Employee by Synovus; (iii)
Employers' entering into this Agreement; and (iv) the issuance under this
Agreement of options to purchase shares of common stock of Synovus pursuant to
the terms hereof, Employee hereby agrees to the following:
A. Employee agrees that for the five-year period prior to the Agreement
Termination Date, and for a period of 18 months subsequent to the Agreement
Termination Date if Employee is employed by Employer on the Agreement
Termination Date, and in no event for less than 18 months after any Termination
Date, he will not form, organize or
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acquire more than 5% of the capital stock of, or cause his affiliates or other
persons or entities under his control to form, organize or acquire more than 5%
of the capital stock of, or serve as an executive officer or director of a
depository financial institution (i) which is not an affiliate of Synovus
(including any holding company thereof) and (ii) which is located or has offices
in the State of South Carolina.
B.(1) Employee agrees that, both during the term of this Agreement and
after the termination of this Agreement, Employee will hold in a fiduciary
capacity for the benefit of Employer, and shall not directly or indirectly use
or disclose, except as authorized by Employer in connection with the performance
of Employee's duties, any Trade Secret, as defined hereinafter, that Employee
may have or acquire during the term of this Agreement for so long as such
information remains a Trade Secret. The term "Trade Secret" as used in this
Agreement shall mean information including, but not limited to, technical or
nontechnical data, a formula, a pattern, a compilation, a program, a device, a
method, a technique, a drawing, a process, financial data, financial plans, loan
portfolios, marketing plans, product plans, or a list of actual or potential
customers or suppliers, including without limitation, information received by
Employer or Employee from any client or potential client of Employer, which:
(a) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use; and
(b) is the subject of reasonable efforts by Employer or the
client from which the information was received to maintain its secrecy.
These rights of Employer are in addition to those rights
Employer has under the common law or applicable statute for protection of trade
secrets.
(2) In addition to the foregoing and not in limitation
thereof, Employee agrees that, during the term of this Agreement and for a term
of two (2) years after any Termination Date, Employee will hold in a fiduciary
capacity for the benefit of Employer and shall not directly or indirectly use or
disclose, except as authorized by Employer in connection with the performance of
Employee's duties, any confidential or proprietary information, as defined
hereinafter, that Employee may have or acquire (whether or not developed or
compiled by Employee and whether or not Employee has been authorized to have
access to such confidential or proprietary information) during the term of this
Agreement. The term "Confidential or Proprietary Information" as used in this
Agreement means any secret, confidential or proprietary information of Employer,
including information received by Employer or Employee from any client or
potential client of Employer, not otherwise included in the definition of "Trade
Secret" in Paragraph B.1 above. The term "Confidential or Proprietary
Information" does not include information that has become generally available to
the public by any means other than a violation of the restrictions contained in
this paragraph.
(3) Employee agrees and acknowledges that, if a violation of
any covenant contained in this paragraph occurs or is threatened, such violation
or threatened violation
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will cause irreparable injury to Employer, that the remedy at law for any such
violation or threatened violation will be inadequate and that Employer shall be
entitled to appropriate equitable relief.
(4) Employee hereby agrees that the restrictions contained in
this paragraph are fair and reasonable and necessary for the protection of the
legitimate business interest of Employer.
XIV.
Stock Options
In consideration of Employee's entering into this Agreement, Synovus
hereby agrees to cause to be granted Employee an option to purchase 20,000
shares of common stock of Synovus at an exercise price of $19.75 per share on
the Effective Date of this Agreement, pursuant to the terms of the Synovus
Financial Corp. 1994 Long-Term Incentive Plan, to become exercisable as to one
hundred percent (100%) of such shares on the fifth anniversary date of the date
of Synovus' grant of such shares if Employee is employed on a full-time or
limited basis on such date. The option may be exercised at any time during the
five year period following the date that such option first becomes exercisable.
In the event of Employee's termination of employment by death (other than by
suicide) or termination of employment by reason of permanent disability, the
option shall thereafter become immediately exercisable. In addition, Employee
shall be entitled to exercise his options with respect to NBSC stock for which
provision is made in Section 1(d) of his Employment Agreement with NBSC as
amended prior to this amendment and restatement and to receive the additional
payments for which provision is made therein.
XV.
Change in Status
Notwithstanding any other provision of this Agreement, Employee shall
determine the date upon which Employee shall begin to discharge his duties and
responsibilities under this Agreement on a limited basis and on such date
Employee's title with Employer shall change and Employee will be entitled to
receive one-half of the current base salary which Employee was then receiving
pursuant to Article IV above.
XVI.
Amendments
This Agreement may be amended at any time and from time to time by an
agreement in writing signed by Employer and Employee and approved by the Boards
of Directors of Employer. The Parties shall be deemed to have consented to any
amendment by accepting any benefits thereunder after having received from the
other Party written notice of such amendment.
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XVII.
Definitions
For purposes of this Agreement, the following terms shall have the
following meanings:
(a) "Accrued Compensation" shall mean an amount which shall include all
amounts earned or accrued through the Termination Date but not paid as
of the Termination Date including (i) base salary, (ii) reimbursement
for reasonable and necessary expenses incurred by Employee on behalf of
Employer during the period ending on the Termination Date, and (iii)
bonuses and incentive compensation (other than the Pro Rata Bonus),
less applicable withholdings of federal, state and local taxes.
(b) "Base Amount" shall mean the greater of Employee's annual base
salary (i) at the rate in effect on the Termination Date or (ii) at the
highest rate in effect at any time during the 90 day period prior to
the Change in Control, and shall include all amounts of his base salary
that are deferred under the qualified and non-qualified employee
benefit plans of Employer or any other agreement or arrangement.
(c) "Bonus Amount" shall mean the greater of (i) the most recent annual
cash bonus paid or payable to Employee or, if greater, the annual bonus
paid or payable for the most recent full fiscal year ended prior to the
fiscal year during which a Change in Control occurred or (ii) the
average of the annual cash bonuses paid or payable during the three
full fiscal years ended prior to the Termination Date or, if greater,
the three most recent full fiscal years ended prior to the Change in
Control (or, in each case, such lesser period for which annual cash
bonuses were paid or payable to Employee.
(d) The termination of Employee's employment shall be "For Cause"
if it is a result of:
(i) any act that (A) constitutes, on the part of Employee,
fraud, dishonesty, gross malfeasance of duty, or conduct
grossly inappropriate to Employee's office, and (B) is
demonstrably likely to lead to material injury to Employer or
resulted or was intended to result in direct or indirect gain
to or personal enrichment of Employee; or
(ii) the conviction (from which no appeal may be or is timely
taken) of Employee of a felony; or
(iii) the suspension or removal of Employee by federal or
state banking regulatory authorities acting under lawful
authority pursuant to provisions of federal or state law or
regulation which may be in effect from time to time; or
(iv) the breach of the covenants in Section XIII hereof;
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provided, however, that in the case of clause (i) above, such
conduct shall not constitute Cause unless (A) there shall have
been delivered to Employee a written notice setting forth with
specificity the reasons that the Boards of Employer believe
Employee's conduct constitutes the criteria set forth in
clause (i), (B) Employee shall have been provided the
opportunity to be heard in person by the Boards of Employer
(with the assistance of Employee's counsel if Employee so
desires), and (C) after such hearing, the termination is
evidenced by a resolution adopted in good faith by two-thirds
of all the members of each of the Boards of Directors of
Synovus and Bank not counting Employee for purposes of
determining the number of members on each such Board.
(e) A "Change in Control" shall mean the occurrence during the term of
this Agreement of any of the following events; provided, however, that
Employee hereby agrees that the acquisition of NBSC Corporation by
Synovus shall not be deemed to be a change in control for purposes of
this Agreement other than Section XII of this Agreement and the
definition of Good Reason in which case such acquisition shall be
deemed a "Change in Control":
(i) An acquisition (other than directly from Employer) of any
voting securities of Employer (the "Voting Securities") by any
"Person" (as the term person is used for purposes of Section
13(d) or 14(d) of the Securities Exchange Act of 1934 (the
"1934 Act")) immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of 20% or more of the combined
voting power of Employer's then outstanding Voting Securities;
provided, however, that in determining whether a Change in
Control has occurred, Voting Securities which are acquired in
a "Non-Control Acquisition" (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in
Control. A "Non-Control Acquisition" shall mean an acquisition
by (1) an employee benefit plan (or a trust forming a part
thereof) maintained by (x) Employer or (y) any corporation or
other Person of which a majority of its voting power or its
equity securities or equity interest is owned directly or
indirectly by Employer (a "Subsidiary"), (2) Employer or any
Subsidiary, or (3) any Person in connection with a
"Non-Control Transaction" (as hereinafter defined);
(ii) The individuals who, as of the date of this Agreement,
are members of the Board (the "Incumbent Board") cease for any
reason, other than death, resignation or retirement pursuant
to the bylaws of Employer, to constitute at least two-thirds
of the Board; provided, however, that if the election or
nomination for election by the Corporation's shareholders, of
any new director was approved by a vote of at least two-thirds
of the Incumbent Board, such new director shall, for purposes
of this Agreement, be considered as a member of the Incumbent
Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual
initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11
promulgated under the 1934
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Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (a
"Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or
(iii) Approval by shareholders of Employer of:
(a) A merger, consolidation or reorganization
involving Employer, unless
(1) the shareholders of Employer,
immediately before such merger,
consolidation or reorganization, own
directly or indirectly, immediately
following such merger, consolidation or
reorganization, at least two-thirds of the
combined voting power of the outstanding
voting securities of the corporation
resulting from such merger or consolidation
or reorganization (the "Surviving
Corporation") in substantially the same
proportion as their ownership of the Voting
Securities immediately before such merger,
consolidation or reorganization, and
(2) the individuals who were members of the
Incumbent Board immediately prior to the
execution of the agreement providing for
such merger, consolidation or reorganization
constitute at least two-thirds of the
members of the board of directors of the
Surviving Corporation.
(A transaction described in clauses (1) and
(2) shall herein be referred to as a
"Non-Control Transaction.")
(b) A complete liquidation or dissolution of
Employer; or
(c) An agreement for the sale or other
disposition of all or substantially all of the assets
of Employer to any Person (other than a transfer to a
subsidiary).
(iv) Notwithstanding anything contained in this Agreement to
the contrary, if Employee's employment is terminated prior to
a Change in Control and Employee reasonably demonstrates that
such termination (A) was at the request of a third party who
has indicated an intention or taken steps reasonably
calculated to effect a Change in Control and who effectuates a
Change in Control (a "Third Party") or (B) otherwise occurred
in connection with, or in anticipation of, a Change in Control
which actually occurs, then for all purposes of this
Agreement, the date of a Change in Control with respect to
Employee shall mean the date immediately prior to the date of
such termination of Employee's employment.
(f) "Good Reason" shall mean the occurrence after a Change in Control
of any of the events or conditions described in subsections (i) through
(viii) hereof:
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(i) a change in Employee's status, title, position or
responsibilities (including reporting responsibilities) which,
in Employee's reasonable judgment, represents an adverse
change from his status, title, position or responsibilities as
in effect at any time within ninety days preceding the date of
a Change in Control or at any time thereafter; the assignment
to Employee of any duties or responsibilities which, in
Employee's reasonable judgment, are inconsistent with his
status, title, position or responsibilities as in effect at
any time within ninety days preceding the date of a Change in
Control or at any time thereafter; any removal of Employee
from or failure to reappoint or reelect him to any of such
offices or positions, except in connection with the
termination of his employment by Employer For Cause or by
Employee other than for Good Reason; or any other change in
condition or circumstances that in Employee's reasonable
judgment makes it materially more difficult for Employee to
carry out the duties and responsibilities of his office than
was the case at any time within ninety days preceding the date
of Change in Control or at any time thereafter;
(ii) a reduction in Employee's base salary or any failure
to pay Employee any compensation or benefits to which he is
entitled within five days of the date due;
(iii) Employer's requiring Employee to be based at any place
outside a 50- mile radius from the executive offices occupied
by Employee immediately prior to the Change in Control, except
for reasonably required travel on Employer's business which is
not materially greater than such travel requirements prior to
the Change in Control;
(iv) the failure by Employer to (A) continue in effect
(without reduction in benefit level and/or reward
opportunities) any material compensation or employee benefit
plan in which Employee was participating at any time within
ninety days preceding the date of a Change in Control or at
any time thereafter, unless such plan is replaced with a plan
that provides substantially equivalent compensation or
benefits to Employee or (B) provide Employee with compensation
and benefits, in the aggregate, at least equal (in terms of
benefit levels and/or reward opportunities) to those provided
for under each other employee benefit plan, program and
practice in which Employee was participating at any time
within ninety days preceding the date of a Change in Control
or at any time thereafter;
(v) the insolvency or the filing (by any party, including
Employer) of a petition for bankruptcy of Employer, which
petition is not dismissed within sixty days;
(vi) any material breach by Employer of any provision of
this Agreement;
(vii) any purported termination of Employee's employment
For Cause by Employer which does not comply with the terms of
this Agreement; or
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(viii) the failure of Employer to obtain an agreement,
satisfactory to Employer, from any successors and assigns to
assume and agree to perform this Agreement, as contemplated in
Section XVIII hereof.
Any event or condition described in clause (i) through (viii)
above which occurs prior to a Change in Control but which
Employee reasonably demonstrates (A) was at the request of a
Third Party, or (B) otherwise arose in connection with, or in
anticipation of, a Change in Control which actually occurs,
shall constitute Good Reason for purposes of this Agreement,
notwithstanding that it occurred prior to the change in
Control. Employee's right to terminate his employment for Good
Reason shall not be affected by his incapacity due to physical
or mental illness. Notwithstanding anything to the contrary
contained above in this paragraph (f), changes agreed to by
Employee in this Agreement, or otherwise agreed to between
Employer and Employee, from the facts and circumstances in
existence prior to the consummation of the merger contemplated
by the Merger Agreement in respect of clauses (i) or (iv)
above shall not constitute "Good Reason."
(g) "Notice of Termination" shall mean a written notice of termination
from Employer or Employee which specifies an effective date of
termination, indicates the specific termination provision in this
Agreement relied upon, and sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of
Employee's employment under the provision so indicated.
(h) "Pro Rata Bonus" shall mean an amount equal to the Bonus Amount
multiplied by a fraction the numerator of which is the number of days
in the fiscal year through the Termination Date and the denominator of
which is 365, less applicable withholdings of federal, state and local
taxes.
(i) "Successors and Assigns" shall mean a corporation or other entity
acquiring all or substantially all the assets and business of Employer
(including this Agreement), whether by operation of law or otherwise.
(j) "Termination Date" shall mean in the case of Employee's death, his
date of death, or in the case of permanent disability, the date
described in Section XII(E) hereof, and in all other cases, the date
specified in the Notice of Termination.
XVIII.
Parties Bound
This Agreement shall be binding upon and shall inure to the benefit of
Employer, its Successors and Assigns, and Employer shall require any Successors
and Assigns to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that Employer would be required to perform it if
no such succession or assignment had taken place. Neither this Agreement nor any
right or interest hereunder shall be assignable or transferable by Employee, his
beneficiaries or legal representatives, except by will or by the laws of descent
and distribution. This Agreement shall inure to the benefit of and be
13
enforceable by Employee's legal personal representative against Employer, its
Successors and Assigns.
IX.
Entire Agreement
This Agreement contains the entire agreement of the Parties and shall
supersede all prior oral understandings related to the subject matter of this
Agreement.
XX.
Waiver of Breach or Violations Not Deemed Continuing
The waiver by any Party of a breach or violation of any provision of
this Agreement shall not operate as or be construed to be a waiver of any
subsequent breach hereof.
XXI.
Notices
Any and all notices required or permitted to be given under this
Agreement will be sufficient if furnished in writing and sent by registered or
certified mail or personally delivered to Employer or Employee at the following
addresses or such other addresses designated in writing by Employer or Employee
in a written notice to the other Party:
A. If to Employer: Mr. James H. Blanchard
Chairman and CEO
Synovus Financial Corp.
901 Front Avenue, Suite 301
Columbus, Georgia 31901
B. If to Employee: Mr. Robert V. Royall, Jr.
National Bank of South Carolina
1241 Main Street
Columbia, South Carolina 29201
XXII.
Governing Law
This Agreement shall be interpreted, construed and governed according
to the laws of the State of Georgia.
XXIII.
Paragraph Headings
Paragraph headings contained in this Agreement are for convenience only
and shall in no manner be construed as part of this Agreement.
14
XXIV.
Counterparts
This Agreement is executed in multiple counterparts, each of which
shall be deemed an original and together shall constitute one and the same
agreement, with at least one complete counterpart being delivered to Employee
and to Employer.
XXV.
Invalidity of Provisions
Should any part of this Agreement for any reason be declared by a court
of competent jurisdiction to be invalid, such decision shall not effect the
validity of any remaining parts, which remaining parts shall continue in full
force and effect as if this Agreement had been executed with the invalid part or
parts thereof eliminated, it being the intent of the Parties that they would
have executed the remaining parts of the Agreement without including any such
part or parts which may for any reason be hereinafter declared invalid.
XXVI.
Construction
When used herein, the masculine gender shall be used to include the
feminine gender, and the singular shall be deemed to include the plural, unless
the context clearly indicates to the contrary.
15
IN WITNESS WHEREOF, Synovus and the Bank have each hereunto caused its
corporate name to be signed and its corporate seal to be affixed by its duly
authorized corporate officers, and Employee has hereunto set his hand and seal,
all being done in triplicate originals, with one original being delivered to
each Party hereto, all as of the respective dates set forth below.
Synovus Financial Corp.
By:/s/Stephen L. Burts
Title: President & CFO
Attest: G.S. Griffith, III
Title: Secretary
(Corporate Seal)
November 18, 1994
Date "Synovus"
National Bank of South Carolina
By:/s/Charl Butler
Title: EVP, CFO & Secretary
Attest:Miriam M. Hutto
Title:Assistant Vice President
November 18, 1994 (Corporate Seal)
Date "Bank"
November 18, 1994 /s/Robert V. Royall, Jr.(L.S.)
Date Robert V. Royall, Jr.
"Employee"
emp\Royall.agr
16
EXHIBIT "A"
SCHEDULE OF COMPENSATION
The undersigned hereby agree that Employee's base salary under Article
IV of the foregoing Employment Agreement shall be $__________ per calendar year
beginning_______________________, 19____ and for such period thereafter until
hereafter changed by mutual agreement.
This _____________________day of_______________________, 19________.
NATIONAL BANK OF
SOUTH CAROLINA SYNOVUS FINANCIAL CORP.
By:______________________________________ By:____________________________
Title:__________________________ Tile:_____________________
Attest:__________________________________ Attest:_______________________
Title:__________________________ Title:__________________
(Corporate Seal) (Corporate Seal)
"Bank" "Synovus"
____________________________(L.S.)
Robert V. Royall, Jr.
"Employee"
emp\Royall.agr
EMPLOYMENT AGREEMENT, AS AMENDED
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into by
and among Synovus Financial Corp., a Georgia business corporation ("Synovus"),
and National Bank of South Carolina, a national banking association ("Bank"),
Synovus and Bank being sometimes hereinafter collectively referred to as
"Employer", and William L. Pherigo, an individual resident of South Carolina
("Employee"), Employer and Employee being sometimes hereinafter collectively
referred to as the "Parties" and is intended to amend and restate in its
entirety that certain Employment Agreement dated February 25, 1991, as amended
on February 17, 1994, by and among Bank, NBSC Corporation and Employee.
W I T N E S S E T H T H A T:
The Parties, for and in consideration of the mutual and reciprocal
covenants and agreements hereinafter contained, and other good and valuable
consideration, the receipt of which is acknowledged, and intending to be legally
bound, do contract and agree as follows, to-wit:
I.
Employment
The purpose of this Agreement is to define the relationship between
Employer, as an employer, and Employee, as an employee. Employer hereby employs
Employee and agrees to cause Employee to be elected as President and Chief
Operating Officer of Bank until January 1, 1996, at which time Employee shall be
elected as President and Chief Executive Officer of Bank. In addition, Employer
agrees to cause Employee to be elected as a director of Bank, designated as a
member of Synovus' Executive Management Team and to use its best efforts to
cause Employee to be elected as a member of the Board of Directors of Synovus,
and Employee hereby accepts employment by Employer in the above-referenced
capacities, upon all of the terms and conditions as hereinafter set forth.
II.
Duties
Employee shall have the responsibilities, powers and duties which he
exercised prior to the acquisition of Bank by Synovus and which are customarily
associated with the offices specified in Article I above, including the
responsibilities, powers and duties associated with the office of Chief
Executive Officer commencing January 1, 1996. Employee agrees to perform such
other duties as may be mutually agreed from time to time by him, on the one
hand, and by the Boards of Directors of Synovus or the Bank, on the other.
Employee shall faithfully and diligently discharge his duties and
responsibilities under this Agreement, and shall use his full-time best efforts
to discharge such duties and responsibilities.
III.
Term
The term of Employee's employment under this Agreement shall begin on
September 11, 1995 ("Effective Date of this Agreement") and shall end on
December 31, 1997 ("Agreement
1
Termination Date"), unless otherwise terminated pursuant to the terms of this
Agreement; provided, however, the term of this Agreement may be extended
pursuant to the terms and conditions of a written amendment to this Agreement
executed by Employer and Employee according to the procedure set forth in
Article XVI hereof, in which event the Agreement Termination Date shall be the
last day of such extended term of this Agreement.
IV.
Base Salary
In consideration of all services to be rendered by Employee in any
capacity hereunder for Employer during the term of this Agreement, and in
consideration of the covenants and agreements of Employee herein contained,
Employer shall pay Employee a base salary of $230,000 per calendar year while
Employee is employed on a full-time basis. Employee may thereafter receive an
annual cost of living increase in the base salary payable to him during the term
of his employment hereunder; provided, however, that Employee shall be entitled
to an annual cost of living increase in base salary if other senior executive
officers of Synovus receive such an increase.
V.
Adjustments to Base Salary
In addition to the annual cost of living increase in Employee's base
salary referenced in Article IV above, Employer and Employee may, from time to
time, reflect increases in Employee's base salary as may be mutually agreed upon
by entering any such change upon the "Schedule of Compensation," attached hereto
as Exhibit "A" and made a part hereof. If a change in the base salary of
Employee is entered on said Schedule and duly signed by Employee and the proper
officers of Employer, such entry shall constitute an amendment to this Agreement
as of the date of said entry and shall supersede the base salary provided for in
Article IV of this Agreement and any other change in such base salary previously
entered on said Schedule.
VI.
Executive Compensation Plans
Employee shall be eligible to participate in the various executive
benefit plans as are made available to other senior executives of Synovus
including, but not limited to, incentive cash bonuses, stock options and
restricted stock awards.
VII.
Benefit and Retirement Plans
Employee shall be entitled to participate in the various welfare and
fringe benefit plans and the tax qualified retirement plans which may be
authorized and adopted from time to time by the Board of Directors of Bank, with
Employee's participation in such plans to be governed and controlled by the
terms and provisions of such plans.
2
VIII.
Board of Directors
Employer shall cause Employee, during the term of this Agreement, to be
elected as President and Chief Operating Officer (with Employee to be elected as
Chief Executive Officer of Bank effective January 1, 1996) and a director of
Bank and use its best efforts to cause Employee to be elected as a director of
Synovus, and Employee shall be entitled to receive, in addition to the base
salary described in Article IV above, the usual director and/or committee fees
associated therewith.
IX.
Club Dues
During the term of this Agreement, Employer will pay (i) Employee's
reasonable expenses for dues and capital assessments for country club
memberships and if Employee is not already a member of such clubs, any
initiation fees and required bond purchases; provided, that if Employee ceases
to be a member of such clubs and any bonds or other capital payments paid by
Employer are redeemed and repaid to Employee, Employee shall pay over such
payments to Employer; and (ii) such reasonable civic and community club dues
requested by Employee upon the approval of such dues by the Board of Directors
of Bank. Any expenditures made in the use of such clubs in connection with
Employee's duties will be reimbursed in accordance with the last sentence of
Article XI of this Agreement.
X.
Stock Purchase Plans
Employee shall be allowed to participate in the Synovus Financial Corp.
Employee and Director Stock Purchase Plans if adopted by the Board of Directors
of Bank, and such participation shall be effective upon the effective date of
their adoption by the Board of Directors of Bank.
XI.
Automobile and Other Expenses
During the term of this Agreement, Employer shall provide Employee with
an automobile owned or leased by Employer, such automobile to be a make and
model appropriate to Employee's status (and at least commensurate with the
automobile provided to Employee by the Bank on September 11, 1995) and shall pay
all reasonable expenses associated with the use thereof, including, but not
limited to, maintenance and insurance. Alternatively, Employee shall be entitled
to an automobile allowance of at least $4,000.00 per year. Additionally,
Employee shall be reimbursed by Employer for reasonable travel and other
reasonable expenses relating to Employee's duties, which expenses are incurred
and accounted for in accordance with Employer's normal practices.
XII.
Termination and Change In Control
A. Termination by Employer and Termination by Employee for Good Reason;
Other Rights Upon Change in Control.
3
(1) This Agreement may be terminated by Employee for Good
Reason upon delivery of a Notice of Termination to Employer at
any time beginning 60 days after the occurrence of a Change in
Control. If Employee's employment shall be terminated by
Employer in violation of this Agreement or if Employee's
employment shall be terminated by Employee for Good Reason,
Employee shall be released from the terms of the Covenant Not
to Compete contained in Section XIII hereof, and in addition
to other rights and remedies available in law or equity,
Employee shall be entitled to the following:
(i)Employer shall pay Employee in cash within fifteen days of
the Termination Date an amount equal to all Accrued
Compensation and the Pro Rata Bonus;
(ii) Employer shall pay to Employee in cash at the end of each
of the thirty-six consecutive 30 day periods following the
Termination Date the following amounts:
(a) at the end of the first through twelfth 30-day
periods an amount equal to one-twelfth of the product
of (1) the sum of the Base Amount and the Bonus
Amount, multiplied by (2) one;
(b) at the end of the thirteenth through
twenty-fourth 30-day periods an amount equal to
one-twelfth of the product of (1) the sum of the Base
Amount and the Bonus Amount, multiplied by (2)
two-thirds; and
(c) at the end of the twenty-fifth through the
thirty-sixth 30-day periods an amount equal to
one-twelfth of the product of (1) the sum of the Base
Amount and the Bonus Amount, multiplied by (2)
one-third; and
(iii) for the period from the Termination Date through the
date that Employee attains the age of 65 (the "Continuation
Period"), Employer shall at its expense, less standard
employee contributions in effect as of the Termination Date
for such benefits for which Employee shall remain responsible,
continue on behalf of Employee and his dependents and
beneficiaries the life insurance, disability, medical, dental
and hospitalization benefits provided (x) to Employee at any
time during the 90-day period prior to the Change in Control
or at any time thereafter or (y) to other similarly situated
executives who continue in the employ of Bank during the
Continuation Period, or comparable benefits. Notwithstanding
the foregoing, the coverage and benefits (including
deductibles and employee contributions to costs) provided in
this Section XII(A)(1)(iii) during the Continuation Period
shall be no less favorable to Employee and his dependents and
beneficiaries than the most favorable of such coverages and
benefits for employees of Bank during any of the periods
referred to in clauses (x) and (y) above. Employer's
obligation hereunder with respect to the foregoing benefits
shall be limited to the extent that Employee obtains any such
benefits pursuant to a subsequent employer's benefit plans, in
which case Employer may reduce the coverage of any benefits it
is required to provide Employee hereunder as long as the
aggregate coverages and benefits of the combined benefit plans
is no less favorable to Employee than the coverages and
benefits required to be provided hereunder. This subsection
(iii) shall not be interpreted so as to limit any benefits to
which Employee or his dependents or beneficiaries may be
entitled under any of
4
Bank's employee benefit plans, programs or practices following
Employee's termination of employment, including without
limitation, retiree medical and life insurance benefits.
(2) In the event of a Change of Control (regardless of whether
Employee's employment is terminated hereunder), the
restrictions on any outstanding incentive awards (including
restricted stock) granted to Employee shall lapse and such
incentive award shall become 100% vested, all stock options
and stock appreciation rights granted to Employee shall become
immediately exercisable and shall become 100% vested, and all
performance units granted to Employee shall become 100%
vested.
(3) Employee shall not be required to mitigate the amount of
any payment provided for in this Agreement by seeking other
employment or otherwise and no such payment shall be offset or
reduced by the amount of any compensation or benefits provided
to Employee in any subsequent employment except as provided in
Section XII(A)(1)(iii).
(4) The severance pay and benefits provided for in this
Section XII(A) shall be in lieu of any other severance or
termination pay to which Employee may be entitled under any
Employer severance or termination plan, program, practice or
arrangement. Employee's entitlement to any other compensation
or benefits shall be determined in accordance with Employer's
employee benefit plans and other applicable programs, policies
and practices then in effect.
B. Termination By Employee Other Than For Good Reason. If Employee
voluntarily terminates his employment hereunder, other than for Good Reason, by
delivering a Notice of Termination to Employer, Employee shall: (i) receive
within 30 days after the Termination Date a lump sum cash payment equal to the
Accrued Compensation and the Pro Rata Bonus; (ii) immediately forfeit any rights
to any compensation and employee benefits, to the extent not vested, including
options and restricted stock, which would have become vested after the
Termination Date; and (iii) continue to be subject to the Covenant Not to
Compete contained in Section XIII hereof.
C. Termination For Cause. Employee's employment with Employer may be
terminated by Employer For Cause, as defined in Section XVI(d) hereof. In such
event Employee shall: (i) receive within 30 days after the Termination Date a
lump sum cash payment equal to the Accrued Compensation; (ii) immediately
forfeit any rights to any further compensation and employee benefits, including
the Pro Rata Bonus, to the extent not vested, including options and restricted
stock, which would have become vested after the Termination Date; and (iii)
continue to be subject to the Covenant Not to Compete contained in Section XIII
hereof.
D. Death or Permanent Disability of Employee. Upon Employee's death or
upon notice of Employee's permanent disability during the term hereof, this
Agreement shall terminate, and Employee or his legal or personal representative,
as the case may be, shall receive within 30 days after the Termination Date a
lump sum cash payment equal to the Accrued Compensation and the Pro Rata Bonus.
No further compensation or employee benefits shall be due and payable to
Employee under this Agreement, from and after said date; provided, however,
Employee shall be entitled to receive life insurance and/or disability benefits
and/or vested retirement or other benefits made available to him by Employer
outside the terms of this Agreement, including the Stock Option
5
Agreement to be entered into pursuant to Article XIV hereof. For purposes of
this Agreement, Employee shall be deemed "permanently disabled" by bodily or
mental illness, disease or injury, to the extent that, in the reasonable
judgment of Employers' boards of directors he is prevented from performing the
material and substantial duties of his Employment and such disability has
continued substantially for six months. If requested by Employer, Employee shall
submit to an examination by a physician mutually acceptable to Employer and
Employee for the purpose of determining or confirming the existence or extent of
any disability.
XIII.
Covenant Not to Compete and Confidentiality
For and in consideration of: (i) Employers' employment of Employee
pursuant to Article I of this Agreement; (ii) Employers' entering into this
Agreement; and (iii) the issuance under this Agreement of options to purchase
shares of common stock of Synovus pursuant to the terms hereof, Employee hereby
agrees to the following:
A. Employee agrees that at all times prior to the Agreement Termination
Date, and for a period of 18 months subsequent to the Agreement Termination Date
if Employee is employed by Employer on the Agreement Termination Date, and in no
event for less than 18 months after any Termination Date, he will not form,
organize or acquire more than 5% of the capital stock of, or cause his
affiliates or other persons or entities under his control to form, organize or
acquire more than 5% of the capital stock of, or serve as an executive officer
or director of a depository financial institution (i) which is not an affiliate
of Synovus (including any holding company thereof) and (ii) which is located or
has offices in the State of South Carolina.
B.(1) Employee agrees that, both during the term of this Agreement and
after the termination of this Agreement, Employee will hold in a fiduciary
capacity for the benefit of Employer, and shall not directly or indirectly use
or disclose, except as authorized by Employer in connection with the performance
of Employee's duties, any Trade Secret, as defined hereinafter, that Employee
may have or acquire during the term of this Agreement for so long as such
information remains a Trade Secret. The term "Trade Secret" as used in this
Agreement shall mean information including, but not limited to, technical or
non-technical data, a formula, a pattern, a compilation, a program, a device, a
method, a technique, a drawing, a process, financial data, financial plans, loan
portfolios, marketing plans, product plans, or a list of actual or potential
customers or suppliers, including without limitation, information received by
Employer or Employee from any client or potential client of Employer, which:
(a) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use; and
(b) is the subject of reasonable efforts by Employer or the
client from which the information was received to maintain its secrecy.
These rights of Employer are in addition to those rights
Employer has under the common law or applicable statute for protection of trade
secrets.
6
(2) In addition to the foregoing and not in limitation
thereof, Employee agrees that, during the term of this Agreement and for a term
of two (2) years after any Termination Date, Employee will hold in a fiduciary
capacity for the benefit of Employer and shall not directly or indirectly use or
disclose, except as authorized by Employer in connection with the performance of
Employee's duties, any confidential or proprietary information, as defined
hereinafter, that Employee may have or acquire (whether or not developed or
compiled by Employee and whether or not Employee has been authorized to have
access to such confidential or proprietary information) during the term of this
Agreement. The term "Confidential or Proprietary Information" as used in this
Agreement means any secret, confidential or proprietary information of Employer,
including information received by Employer or Employee from any client or
potential client of Employer, not otherwise included in the definition of "Trade
Secret" in Paragraph B.1 above. The term "Confidential or Proprietary
Information" does not include information that has become generally available to
the public by any means other than a violation of the restrictions contained in
this paragraph.
(3) Employee agrees and acknowledges that, if a violation of
any covenant contained in this paragraph occurs or is threatened, such violation
or threatened violation will cause irreparable injury to Employer, that the
remedy at law for any such violation or threatened violation will be inadequate
and that Employer shall be entitled to appropriate equitable relief.
(4) Employee hereby agrees that the restrictions contained in
this paragraph are fair and reasonable and necessary for the protection of the
legitimate business interest of Employer.
XIV.
Stock Options
In consideration of Employee's entering into this Agreement, Synovus
hereby agrees to cause to be granted Employee an option to purchase 15,000
shares of common stock of Synovus at an exercise price of $22.75 per share on
the Effective Date of this Agreement, pursuant to the terms of the Synovus
Financial Corp. 1994 Long-Term Incentive Plan, to become exercisable as to one
hundred percent (100%) of such shares on the fifth anniversary date of the date
of Synovus' grant of such shares if Employee is employed on a full-time basis on
such date or if Employee is providing services to Employer pursuant to the
Retirement Agreement referenced in Article XV below. The option may be exercised
at any time during the five year period following the date that such option
first becomes exercisable. In the event of Employee's termination of employment
by death (other than by suicide) or termination of employment by reason of
permanent disability, the option shall thereafter become immediately
exercisable. In addition, Employee shall be entitled to exercise his options
with respect to NBSC stock for which provision is made in Section 1(d) of his
Employment Agreement with NBSC as amended prior to this amendment and
restatement and to receive the additional payments for which provision is made
therein.
XV.
Retirement Agreement
Upon the original Agreement Termination Date, or upon any other
Agreement Termination Date which may be mutually agreed to by Employer and
Employee according to the procedure set forth in Article XVI hereof, the
Retirement Agreement attached hereto as Exhibit "B" shall become effective.
7
XVI.
Amendments
This Agreement may be amended or extended at any time and from time to
time by an agreement in writing signed by Employer and Employee and approved by
the Boards of Directors of Employer. The Parties shall be deemed to have
consented to any amendment by accepting any benefits thereunder after having
received from the other Party written notice of such amendment.
XVII.
Definitions
For purposes of this Agreement, the following terms shall have the
following meanings:
(a) "Accrued Compensation" shall mean an amount which shall include all
amounts earned or accrued through the Termination Date but not paid as
of the Termination Date including (i) base salary, (ii) reimbursement
for reasonable and necessary expenses incurred by Employee on behalf of
Employer during the period ending on the Termination Date, and (iii)
bonuses and incentive compensation (other than the Pro Rata Bonus),
less applicable withholdings of federal, state and local taxes.
(b) "Base Amount" shall mean the greater of Employee's annual base
salary (i) at the rate in effect on the Termination Date or (ii) at the
highest rate in effect at any time during the 90 day period prior to
the Change in Control, and shall include all amounts of his base salary
that are deferred under the qualified and non-qualified employee
benefit plans of Employer or any other agreement or arrangement.
(c) "Bonus Amount" shall mean the greater of (i) the most recent annual
cash bonus paid or payable to Employee or, if greater, the annual bonus
paid or payable for the most recent full fiscal year ended prior to the
fiscal year during which a Change in Control occurred or (ii) the
average of the annual cash bonuses paid or payable during the three
full fiscal years ended prior to the Termination Date or, if greater,
the three most recent full fiscal years ended prior to the Change in
Control (or, in each case, such lesser period for which annual cash
bonuses were paid or payable to Employee.
(d) The termination of Employee's employment shall be "For Cause" if it
is a result of:
(i) any act that (A) constitutes, on the part of Employee,
fraud, dishonesty, gross malfeasance of duty, or conduct
grossly inappropriate to Employee's office, and (B) is
demonstrably likely to lead to material injury to Employer or
resulted or was intended to result in direct or indirect gain
to or personal enrichment of Employee; or
(ii) the conviction (from which no appeal may be or is timely
taken) of Employee of a felony; or
(iii) the suspension or removal of Employee by federal or
state banking regulatory authorities acting under lawful
authority pursuant to provisions of federal or state law or
regulation which may be in effect from time to time; or
8
(iv) the breach of the covenants in Section XIII hereof;
provided, however, that in the case of clause (i) above, such
conduct shall not constitute Cause unless (A) there shall have
been delivered to Employee a written notice setting forth with
specificity the reasons that the Boards of Employer believe
Employee's conduct constitutes the criteria set forth in
clause (i), (B) Employee shall have been provided the
opportunity to be heard in person by the Boards of Employer
(with the assistance of Employee's counsel if Employee so
desires), and (C) after such hearing, the termination is
evidenced by a resolution adopted in good faith by two-thirds
of all the members of each of the Boards of Directors of
Synovus and Bank not counting Employee for purposes of
determining the number of members on each such Board.
(e) A "Change in Control" shall mean the occurrence during the term of
this Agreement of any of the following events; provided, however, that
Employee hereby agrees that the acquisition of NBSC Corporation by
Synovus shall not be deemed to be a change in control for purposes of
this Agreement other than Section XII of this Agreement and the
definition of Good Reason in which case such acquisition shall be
deemed a "Change in Control":
(i) An acquisition (other than directly from Employer) of any
voting securities of Employer (the "Voting Securities") by any
"Person" (as the term person is used for purposes of Section
13(d) or 14(d) of the Securities Exchange Act of 1934 (the
"1934 Act")) immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of 20% or more of the combined
voting power of Employer's then outstanding Voting Securities;
provided, however, that in determining whether a Change in
Control has occurred, Voting Securities which are acquired in
a "Non-Control Acquisition" (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in
Control. A "Non- Control Acquisition" shall mean an
acquisition by (1) an employee benefit plan (or a trust
forming a part thereof) maintained by (x) Employer or (y) any
corporation or other Person of which a majority of its voting
power or its equity securities or equity interest is owned
directly or indirectly by Employer (a "Subsidiary"), (2)
Employer or any Subsidiary, or (3) any Person in connection
with a "Non-Control Transaction" (as hereinafter defined);
(ii) The individuals who, as of the date of this Agreement,
are members of the Board (the "Incumbent Board") cease for any
reason, other than death, resignation or retirement pursuant
to the bylaws of Employer, to constitute at least two-thirds
of the Board; provided, however, that if the election or
nomination for election by the Corporation's shareholders, of
any new director was approved by a vote of at least two-thirds
of the Incumbent Board, such new director shall, for purposes
of this Agreement, be considered as a member of the Incumbent
Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual
initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11
promulgated under the 1934 Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Board (a "Proxy Contest") including by
reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest; or
9
(iii) Approval by shareholders of Employer of:
(a) A merger, consolidation or
reorganization involving Employer,
unless (1) the shareholders of Employer,
immediately before such merger,
consolidation or reorganization, own
directly or indirectly, immediately
following such merger, consolidation or
reorganization, at least two-thirds of
the combined voting power of the
outstanding voting securities of the
corporation resulting from such merger
or consolidation or reorganization (the
"Surviving Corporation") in
substantially the same proportion as
their ownership of the Voting Securities
immediately before such merger
consolidation or reorganization, and
(2) the individuals who were members of the
Incumbent Board immediately prior to the
execution of the agreement providing for
such merger, consolidation or reorganization
constitute at least two-thirds of the
members of the board of directors of the
Surviving Corporation.
(A transaction described in clauses (1) and (2)
shall herein be referred to as a "Non-Control
Transaction.")
(b) A complete liquidation or dissolution of Employer; or
(c) An agreement for the sale or other disposition of
all or substantially all of the assets of Employer to
any Person (other than a transfer to a subsidiary).
(iv) Notwithstanding anything contained in this Agreement to
the contrary, if Employee's employment is terminated prior to
a Change in Control and Employee reasonably demonstrates that
such termination (A) was at the request of a third party who
has indicated an intention or taken steps reasonably
calculated to effect a Change in Control and who effectuates a
Change in Control (a "Third Party") or (B) otherwise occurred
in connection with, or in anticipation of, a Change in Control
which actually occurs, then for all purposes of this
Agreement, the date of a Change in Control with respect to
Employee shall mean the date immediately prior to the date of
such termination of Employee's employment.
(f) "Good Reason" shall mean the occurrence after a Change in Control
of any of the events or conditions described in subsections (i) through
(viii) hereof:
(i) a change in Employee's status, title, position or
responsibilities (including reporting responsibilities) which,
in Employee's reasonable judgment, represents an adverse
change from his status, title, position or responsibilities as
in effect at any time within ninety days preceding the date of
a Change in Control or at any time thereafter; the assignment
to Employee of any duties or responsibilities which, in
Employee's reasonable judgment, are inconsistent with his
status, title, position or responsibilities as in effect at
any time within ninety days preceding the date of a
10
Change in Control or at any time thereafter; any removal of
Employee from or failure to reappoint or reelect him to any of
such offices or positions, except in connection with the
termination of his employment by Employer For Cause or by
Employee other than for Good Reason; or any other change in
condition or circumstances that in Employee's reasonable
judgment makes it materially more difficult for Employee to
carry out the duties and responsibilities of his office than
was the case at any time within ninety days preceding the date
of Change in Control or at any time thereafter;
(ii) a reduction in Employee's base salary or any failure to
pay Employee any compensation or benefits to which he is
entitled within five days of the date due;
(iii) Employer's requiring Employee to be based at any place
outside a 50-mile radius from the executive offices occupied
by Employee immediately prior to the Change in Control, except
for reasonably required travel on Employer's business which is
not materially greater than such travel requirements prior to
the Change in Control;
(iv) the failure by Employer to (A) continue in effect
(without reduction in benefit level and/or reward
opportunities) any material compensation or employee benefit
plan in which Employee was participating at any time within
ninety days preceding the date of a Change in Control or at
any time thereafter, unless such plan is replaced with a plan
that provides substantially equivalent compensation or
benefits to Employee or (B) provide Employee with compensation
and benefits, in the aggregate, at least equal (in terms of
benefit levels and/or reward opportunities) to those provided
for under each other employee benefit plan, program and
practice in which Employee was participating at any time
within ninety days preceding the date of a Change in Control
or at any time thereafter;
(v) the insolvency or the filing (by any party, including
Employer) of a petition for bankruptcy of Employer, which
petition is not dismissed within sixty days;
(vi) any material breach by Employer of any provision of this
Agreement;
(vii) any purported termination of Employee's employment For
Cause by Employer which does not comply with the terms of this
Agreement; or
(viii) the failure of Employer to obtain an agreement,
satisfactory to Employer, from any successors and assigns to
assume and agree to perform this Agreement, as contemplated in
Section XVIII hereof.
Any event or condition described in clause (i) through (viii)
above which occurs prior to a Change in Control but which
Employee reasonably demonstrates (A) was at the request of a
Third Party, or (B) otherwise arose in connection with, or in
anticipation of, a Change in Control which actually occurs,
shall constitute Good Reason for purposes of this Agreement,
notwithstanding that it occurred prior to the change in
Control. Employee's right to terminate his employment for Good
Reason shall not be affected by his incapacity due to physical
or mental illness. Notwithstanding anything to the contrary
contained above in this paragraph (f), changes agreed to by
Employee
11
in this Agreement, or otherwise agreed to between Employer and
Employee, from the facts and circumstances in existence prior
to the consummation of the merger of NBSC Corporation into
Synovus in respect of clauses (i) or (iv) above shall not
constitute "Good Reason."
(g) "Notice of Termination" shall mean a written notice of termination
from Employer or Employee which specifies an effective date of
termination, indicates the specific termination provision in this
Agreement relied upon, and sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of
Employee's employment under the provision so indicated.
(h) "Pro Rata Bonus" shall mean an amount equal to the Bonus Amount
multiplied by a fraction the numerator of which is the number of days
in the fiscal year through the Termination Date and the denominator of
which is 365, less applicable withholdings of federal, state and local
taxes.
(i) "Successors and Assigns" shall mean a corporation or other entity
acquiring all or substantially all the assets and business of Employer
(including this Agreement), whether by operation of law or otherwise.
(j) "Termination Date" shall mean in the case of Employee's death, his
date of death, or in the case of permanent disability, the date
described in Section XII(E) hereof, and in all other cases, the date
specified in the Notice of Termination.
XVIII.
Parties Bound
This Agreement shall be binding upon and shall inure to the benefit of
Employer, its Successors and Assigns, and Employer shall require any Successors
and Assigns to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that Employer would be required to perform it if
no such succession or assignment had taken place. Neither this Agreement nor any
right or interest hereunder shall be assignable or transferable by Employee, his
beneficiaries or legal representatives, except by will or by the laws of descent
and distribution. This Agreement shall inure to the benefit of and be
enforceable by Employee's legal personal representative against Employer, its
Successors and Assigns.
XIX.
Entire Agreement
This Agreement contains the entire agreement of the Parties and shall
supersede all prior oral understandings related to the subject matter of this
Agreement.
XX.
Waiver of Breach or Violations Not Deemed Continuing
The waiver by any Party of a breach or violation of any provision of
this Agreement shall not operate as or be construed to be a waiver of any
subsequent breach hereof.
12
XXI.
Notices
Any and all notices required or permitted to be given under this
Agreement will be sufficient if furnished in writing and sent by registered or
certified mail or personally delivered to Employer or Employee at the following
addresses or such other addresses designated in writing by Employer or Employee
in a written notice to the other Party:
A. If to Employer: Mr. James H. Blanchard
Chairman and CEO
Synovus Financial Corp.
901 Front Avenue, Suite 301
Columbus, Georgia 31901
B. If to Employee: Mr. William L. Pherigo
National Bank of South Carolina
1241 Main Street
Columbia, South Carolina 29201
XXII.
Governing Law
This Agreement shall be interpreted, construed and governed according
to the laws of the State of Georgia.
XXIII.
Paragraph Headings
Paragraph headings contained in this Agreement are for convenience only
and shall in no manner be construed as part of this Agreement.
XXIV.
Counterparts
This Agreement is executed in multiple counterparts, each of which
shall be deemed an original and together shall constitute one and the same
agreement, with at least one complete counterpart being delivered to Employee
and to Employer.
XXV.
Invalidity of Provisions
Should any part of this Agreement for any reason be declared by a court
of competent jurisdiction to be invalid, such decision shall not effect the
validity of any remaining parts, which remaining parts shall continue in full
force and effect as if this Agreement had been executed with the invalid part or
parts thereof eliminated, it being the intent of the Parties that they would
have executed the remaining parts of the Agreement without including any such
part or parts which may for any reason be hereinafter declared invalid.
13
XXVI.
Construction
When used herein, the masculine gender shall be used to include the
feminine gender, and the singular shall be deemed to include the plural, unless
the context clearly indicates to the contrary.
c:\emp\Pherigo.adm
14
IN WITNESS WHEREOF, Synovus and the Bank have each hereunto caused its
corporate name to be signed and its corporate seal to be affixed by its duly
authorized corporate officers, and Employee has hereunto set his hand and seal,
all being done in triplicate originals, with one original being delivered to
each Party hereto, all as of the respective dates set forth below.
Synovus Financial Corp.
By: /s/James D. Yancey
Title: Vice Chairman
Attest:/s/Kathleen Moates
Title: Assistant Secretary
(Corporate Seal)
September 11, 1995
Date "Synovus"
National Bank of South Carolina
By:/s/Robert V. Royall, Jr.
Title:Chairman
Attest:/s/Miriam M. Hutto
Title: Assistant Vice President
September 11, 1995 (Corporate Seal)
Date "Bank"
September 11, 1995 /s/William L. Pherigo (L.S.)
Date William L. Pherigo
"Employee"
emp\pherigo.adm
15
EXHIBIT "A"
SCHEDULE OF COMPENSATION
The undersigned hereby agree that Employee's base salary under Article
IV of the foregoing Employment Agreement shall be $ per calendar year beginning
, 19 and for such period thereafter until hereafter changed by mutual agreement.
This day of , 19 .
NATIONAL BANK OF
SOUTH CAROLINA SYNOVUS FINANCIAL CORP.
By:________________________________________ By:_______________________
Title:_________________________________ Tile:__________________
Attest:____________________________________ Attest:___________________
Title:_________________________________ Title:_________________
(Corporate Seal) (Corporate Seal)
"Bank" "Synovus"
________________________________________(L.S.)
William L. Pherigo
"Employee"
emp\Pherigo.adm
RETIREMENT AGREEMENT
THIS RETIREMENT AGREEMENT ("Agreement") is made and entered into by and
between WILLIAM L. PHERIGO, an individual resident of the state of South
Carolina ("Pherigo"), SYNOVUS FINANCIAL CORP., a business corporation organized
and existing under the laws of the State of Georgia ("Synovus"), and NATIONAL
BANK OF SOUTH CAROLINA, a national banking association ("NBSC");
WITNESSETH THAT:
WHEREAS, Pherigo has agreed to retire from his offices as the President
and Chief Executive Officer of NBSC upon the Agreement Termination Date as
defined in that certain Employment Agreement dated September 11, 1995 by and
between Synovus, NBSC and Pherigo ("Agreement Termination Date");
WHEREAS, Synovus and NBSC desire to provide for the retention by
Synovus and NBSC of Pherigo's services as a consultant and business developer
after his retirement;
WHEREAS, Pherigo desires to serve Synovus and NBSC as a consultant and
business developer under the terms and conditions of this Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants and
Agreements set forth herein, Pherigo, Synovus and NBSC intending to be legally
bound, do hereby agree as follows:
Section I.
RELATIONSHIP
Synovus and NBSC hereby engage Pherigo, and Pherigo accepts such
engagement, to perform such consulting and advisory services as may be requested
from time to time by the Chief Executive Officers of Synovus and NBSC. In
providing such services, Pherigo shall not be required to adhere to a fixed
schedule or to work for a certain number of hours. Pherigo shall not be required
to devote a major or substantial part of his time to such services. The Chief
Executive Officers of Synovus and NBSC may establish the results to be
accomplished in connection with consulting and advisory services requested from
Pherigo, but Pherigo shall control the means and methods of accomplishing the
results. Pherigo may establish his own work schedule and shall be free at all
times to arrange the time and manner of performance of consulting and advisory
services requested from him. During the term of his engagement hereunder,
Pherigo will not provide services of any sort to, or assist in any way, with or
without compensation, any financial institution or intermediary (including, but
not limited to, a bank or bank holding company, a savings and loan association
or a brokerage concern) or any enterprise engaged in the business of bankcard
account processing, other than Synovus and its affiliates.
In addition, during the term of engagement hereunder, Pherigo agrees to
engage in business development activities on behalf of Synovus and NBSC and to
serve as a goodwill ambassador for Synovus and NBSC in various social and civic
activities.
Section II.
TERM OF ENGAGEMENT
Subject to early termination under Section VI hereof, Pherigo's
engagement under this Agreement shall commence as of the Agreement Termination
Date ("Effective Date") and shall end three years thereafter.
Section III.
COMPENSATION
3.1 In consideration of all services to be rendered by Pherigo
hereunder, and in consideration of the covenants and Agreements of Pherigo
herein contained, Synovus and NBSC agree to pay to Pherigo each year during the
three year term of this Agreement an amount equal to the sum of one-half of the
current base salary Pherigo is receiving on the Effective Date of this Agreement
plus one-half of the average of the incentive cash bonus which Pherigo received
for the two years preceding the Effective Date of this Agreement.
3.2 Pherigo acknowledges that he is an independent contractor for all
purposes. Pherigo agrees to treat all payments made to him hereunder as payments
received by an independent contractor for all tax purposes and to pay any and
all taxes payable in connection with his engagement hereunder, including,
without limitation, all applicable income and self employment taxes.
3.3 The obligations of Synovus and NBSC under Section 3.1 hereof shall
terminate if, during Pherigo's engagement hereunder or during the two years
after the termination of such engagement, Pherigo, unless acting with the prior
written consent of the Boards of Directors of Synovus and NBSC, provides
services of any sort to, or assists in any way, with or without compensation,
any financial institution or intermediary (including, but not limited to, a bank
or bank holding company, a savings and loan association or a brokerage concern)
or any enterprise engaged in the business of bankcard account processing, other
than Synovus and its affiliates.
Section IV.
TERMINATION OF EMPLOYMENT
The parties acknowledge and agree that for no purpose (including,
without limitation, any employee benefit or pension plan) shall Pherigo be
considered an employee of NBSC or Synovus after the Agreement Termination Date.
Effective on the Agreement Termination Date, Pherigo will resign as
President and Chief Executive Officer of NBSC and as a director of Synovus.
Section V.
INSURANCE
Notwithstanding any other provision in this Agreement to the contrary, from the
Agreement Termination Date through the date that Pherigo attains the age of 65
(the "Coverage
Period"), Synovus and NBSC shall at their expense, less standard employee
contributions in effect from time to time during the Coverage Period for such
benefits for which Pherigo shall remain responsible, continue on behalf of
Pherigo and his dependents and beneficiaries life insurance, disability,
medical, dental and hospitalization benefits provided (x) to Pherigo at any time
during the ninety day period prior to the Agreement Termination Date or at any
time thereafter or (y) to other similarly situated executives who continue under
the employ of NBSC during the coverage period, or comparable benefits.
Notwithstanding the foregoing, the coverage and benefits (including
deductibles and employee contributions to costs) provided in this Section V
during the Coverage Period shall be no less favorable to Pherigo and his
dependents and beneficiaries than the most favorable of such coverages and
benefits for employees of NBSC during any of the periods referred to in clauses
(x) and (y) above. Synovus and NBSC's obligations hereunder with respect to the
foregoing benefits shall be limited to the extent that Pherigo obtains any such
benefits pursuant to a subsequent employer's benefit plans, in which case,
Synovus and NBSC may reduce the coverage of any benefits they are required to
provide Pherigo hereunder as long as the aggregate coverages and benefits of the
combined benefit plans is no less favorable to Pherigo than the coverages and
the benefits required to be provided for hereunder. This Section shall not be
interpreted so as to limit any benefits to which Pherigo or his dependents or
beneficiaries may be entitled under any of NBSC's employee benefit plans,
programs or practices following Pherigo's termination of employment, including,
without limitation, retiree medical and life insurance benefits.
Section VI.
TERMINATION
Pherigo's engagement under this Agreement and his receipt of
compensation hereunder shall terminate upon Pherigo's death or total and
permanent disability. For purposes of this Agreement, Pherigo shall be deemed
"permanently disabled" by bodily or mental illness, disease or injury, to the
extent that, in the reasonable judgment of Synovus' and NBSC's boards of
directors he is prevented from performing the material and substantial duties
under this Agreement and such disability has continued substantially for six
months. If requested by Synovus and NBSC, Pherigo shall submit to an examination
by a physician mutually acceptable to Synovus and NBSC and Pherigo for the
purpose of determining or confirming the existence or extent of any disability.
Section VII.
CONFIDENTIALITY
(1) Pherigo agrees that, both during the term of this Agreement and
after the termination of this Agreement, Pherigo will hold in a fiduciary
capacity for the benefit of Synovus and NBSC, and shall not directly or
indirectly use or disclose, except as authorized by Synovus and NBSC in
connection with the performance of Pherigo's duties, any Trade Secret, as
defined hereinafter, that Pherigo may have or acquire during the term of this
Agreement for so long as such information remains a Trade Secret. The term
"Trade Secret" as used in this Agreement shall mean information including, but
not limited to, technical or non-technical data, a formula, a pattern, a
compilation, a program, a device, a method, a technique, a drawing, a process,
financial data, financial plans, loan portfolios, marketing plans, product
plans, or a list of actual or potential
customers or suppliers, including without limitation, information received by
Synovus and NBSC or Pherigo from any client or potential client of Synovus and
NBSC, which:
(a) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use; and
(b) is the subject of reasonable efforts by Synovus and NBSC or the
client from which the information was received to maintain its secrecy.
These rights of Synovus and NBSC are in addition to those rights
Synovus and NBSC has under the common law or applicable statute for protection
of trade secrets.
(2) In addition to the foregoing and not in limitation thereof, Pherigo
agrees that, during the term of this Agreement and for a term of two (2) years
after the termination hereof, Pherigo will hold in a fiduciary capacity for the
benefit of Synovus and NBSC and shall not directly or indirectly use or
disclose, except as authorized by Synovus and NBSC in connection with the
performance of Pherigo's duties, any confidential or proprietary information, as
defined hereinafter, that Pherigo may have or acquire (whether or not developed
or compiled by Pherigo and whether or not Pherigo has been authorized to have
access to such confidential or proprietary information) during the term of this
Agreement. The term "Confidential or Proprietary Information" as used in this
Agreement means any secret, confidential or proprietary information of Synovus
and NBSC, including information received by Synovus and NBSC or Pherigo from any
client or potential client of Synovus and NBSC, not otherwise included in the
definition of "Trade Secret" in Paragraph 1 above. The term "Confidential or
Proprietary Information" does not include information that has become generally
available to the public by any means other than a violation of the restrictions
contained in this paragraph.
(3) Pherigo agrees and acknowledges that, if a violation of any
covenant contained in this paragraph occurs or is threatened, such violation or
threatened violation will cause irreparable injury to Synovus and NBSC, that the
remedy at law for any such violation or threatened violation will be inadequate
and that Synovus and NBSC shall be entitled to appropriate equitable relief
(4) Pherigo hereby agrees that the restrictions contained in this
paragraph are fair and reasonable and necessary for the protection of the
legitimate business interest of Synovus and NBSC.
Section VIII.
MISCELLANEOUS
8.1 Governing Law. This Agreement shall be governed by and
interpreted under the laws of the State of Georgia without regard to its
conflict or choice of law provisions.
8.2. Notices. All notices or other communications required or
permitted hereunder or necessary and convenient in connection herewith shall be
in writing and delivered in person or by express delivery service or postage
prepaid first-class mail, return receipt requested, to the
following addresses:
If to Pherigo:
Mr. William L. Pherigo
1235 Bookman Loop
Winnsboro, S.C. 29180
If to Synovus or NBSC:
Synovus Financial Corp.
P.O. Box 120
Columbus, Georgia 31902
or to such other addresses as Pherigo, Synovus or NBSC may designate by notice
to the other parties hereto in the manner set forth in this Section VIII.
8.3 Entire Agreement. This Agreement sets forth the entire Agreement of
the parties hereto with respect to the subject matter hereof and may not be
changed or amended except upon written amendment executed by the parties hereto.
8.4 Assignment. All of the terms and provisions of this Agreement shall
be binding upon and inure to the benefit of and be enforceable by the respective
heirs, representatives, successors and assigns of the parties hereto, except
that the duties and responsibilities of Pherigo hereunder shall not be
assignable in whole or in part by Pherigo.
8.5 Counterparts. This Agreement may be executed in counterparts,
each of which, when executed, shall be deemed an original instrument.
IN WITNESS WHEREOF, Synovus and NBSC have caused this Agreement to be
executed on their behalf and Pherigo has hereunto set his hand and seal, as of
the respective dates set forth below.
SYNOVUS FINANCIAL CORP.
By:/s/James D. Yancey
Title: Vice Chairman
Attest:/s/Kathleen Moates
Date: September 11, 1995 Title:Assistant Secretary
[CORPORATE SEAL]
NATIONAL BANK OF SOUTH CAROLINA
By:/s/Robert V. Royall, Jr.
Title: Chairman
Attest:/s/Miram M. Hutto
Date: September 11, 1995 Title: Assistant Vice President
[BANK SEAL]
Date: September 11, 1995 /s/William L. Pherigo (L.S.)
William L. Pherigo