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EXHIBIT 10.22
[EXECUTION COPY]
AGREEMENT
THIS AGREEMENT (this "Agreement") made as of the 30th day of April, 1996 by
and between JAMES A. TAYLOR ("Taylor"), and ALABAMA NATIONAL BANCORPORATION, a
Delaware corporation (the "Company").
RECITALS
WHEREAS, pursuant to that certain Employment Agreement dated November 18,
1994 (the "Employment Agreement"), the Company employed Taylor as its Chairman
of the Board and Chief Executive Officer, subject to the terms and conditions
thereof;
WHEREAS, on December 29, 1995, the Company engaged in a "Change in
Control", as that term is defined in the Employment Agreement, and Taylor has
now provided a "Notice of Termination" for "Good Reason" to the Company;
WHEREAS, Taylor and the Company have agreed on a proposed settlement of the
Employment Agreement as set forth herein, and Taylor and the Company wish to
settle all other potential claims and disputes that may exist and to avoid any
potential litigation; and
WHEREAS, the parties desire to evidence their full and complete
agreement by this writing;
AGREEMENT
NOW, THEREFORE, in consideration of the premises and for and in the further
consideration of the mutual promises of the parties contained herein, the
parties hereby agree as follows:
1. Termination of Employment. Effective April 30, 1996, as requested
by Taylor pursuant to his Notice of Termination, Taylor is hereby
terminated as an employee and officer of the Company and any of its
subsidiaries. In addition, simultaneous with the execution of this
Agreement, Taylor shall provide to the Company and each of its subsidiaries
an acceptable letter of resignation whereby Taylor immediately resigns his
position as a director of the Company and all of its subsidiaries.
2. Termination of Employment Agreement and Compensation
Therefor. Upon execution of this Agreement, the Employment Agreement shall
immediately terminate and be of no further force and effect, and, other
than as set forth herein, the Company shall have no further duties or
obligations to Taylor thereunder. In consideration of Taylor's agreement to
terminate the Employment Agreement, the Company shall pay to Taylor in
readily available funds an amount equal to Three Hundred Eighty Thousand
Three Hundred Sixteen Dollars ($380,316), less any withholding and other
applicable taxes, and, furthermore, the Company agrees to the following
conditions:
(a) For the period from the date hereof through the date that
Taylor attains the age of 65 (the "Continuation Period"), the Company
shall at its expense continue on behalf of Taylor and his dependents and
beneficiaries the life insurance, disability, medical, dental and
hospitalization benefits as specifically set forth on Exhibit A attached
hereto and made a part hereof; provided, however, notwithstanding
anything to the contrary contained in this Section 2(a), the amounts
paid by the Company and/or its subsidiaries (except for the medical
reimbursement plan currently maintained by First National Bank of
Ashland which has an annual cap of $14,000) on an annual basis for the
coverage and benefits (including deductibles and costs) provided in this
Section 2(a) during the Continuation Period shall not exceed the amounts
paid by the Company and/or the subsidiaries for the 12-month period
ended March 31, 1996 for such coverage and benefits
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(including deductibles and costs) and (ii) the Company or Taylor may
replace any of the coverages set forth on Exhibit A, as long as the
replacement coverage is comparable, if the Company replaces a coverage,
or the cost to the Company is comparable, if Taylor replaces a coverage.
The Company's obligations hereunder with respect to the foregoing
benefits shall be limited to the extent that Taylor obtains any such
benefits pursuant to a subsequent employer's benefit plans, in which
case the Company may reduce the coverage of any benefits it is required
to provide Taylor hereunder as long as the aggregate coverages and
benefits of the combined benefit plan is no less favorable to Taylor
than the coverages and benefits required to be provided hereunder.
(b) The restrictions on any outstanding incentive awards (including
stock options) granted to Taylor under the Company's 1994 Stock Option
Plan or under any other incentive plan or arrangement shall lapse and
such incentive award shall become 100% vested, all stock options and
stock appreciation rights granted to Taylor shall become immediately
exercisable and shall become 100% vested, and all stock options granted
to Taylor shall become 100% vested.
(c) Taylor 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 Taylor in any subsequent
employment except as provided for in Section 2(a).
(d) In the event that any payment or benefit (within the meaning of
Section 280 G(b)(2) of the Internal Revenue Code of 1986, as amended
(the "Code")) to Taylor or for his benefit paid or payable to
distributed or distributable pursuant to the terms of this Agreement or
otherwise in connection with, or arising out of, his employment with the
Company or a change in ownership or effective control of the Company or
of a substantial portion of its assets (a "Payment" or "Payments"),
would be subject to the excise tax imposed by Section 4999 of the Code
or any interest or penalties are incurred by Taylor with respect to such
excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise
Tax"), then Taylor will be entitled to receive an additional payment (a
"Gross-Up Payment") in an amount such that after payment by Taylor of
all taxes (including any interest or penalties, other than interest and
penalties imposed by reason of Taylor's failure to file timely a tax
return or pay taxes shown due on his return, imposed with respect to
such taxes and the Excise Tax), including any Excise Tax imposed upon
the Gross-Up Payment, Taylor retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.
(e) The severance pay and benefits provided for in this Section 2
shall be in lieu of any other severance or termination pay to which
Taylor may be entitled under any Company severance or termination plan,
program, practice or arrangement.
3. Consulting Agreement. In connection with and as a condition to
this Agreement, Taylor and the Company shall enter into a Consulting
Agreement in the form of Exhibit B attached hereto and made a part hereof
(the "Consulting Agreement"), pursuant to which, among other things, Taylor
shall agree to act as a consultant to the Company for a period of two years
after the date hereof. In consideration thereof, the Company shall pay to
Taylor those amounts and in those increments set forth in the Consulting
Agreement.
4. Demand Registration Rights.
(a) Subject to the provisions of this Section 4(a), Taylor may
request registration for sale under the Securities Act of 1933 (the
"Act") of all or part of the common stock of the Company (the "Common
Stock") then held by him. Any such request shall specify the number of
shares proposed to be registered and sold and the name of the managing
underwriter of the proposed offering (who must be acceptable to the
Company in its reasonable discretion).
(b) Exceptions. The Company shall not be required to effect a
demand registration under the Act pursuant to Section 4(a) above if (i)
the aggregate market value of the shares of Common Stock proposed to be
registered does not equal or exceed $1,000,000; (ii) within twelve
months prior
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to any such request for registration, a registration of securities of
the Company has been effected in which Taylor had the right to
participate to this Section 4 or Section 5 hereof; (iii) the Company
received such request for registration within 180 days preceding the
anticipated effective date of a proposed underwritten public offering of
securities of the Company approved by the Company's Board of Directors
prior to the Company's receipt of such request; or (iv) the Board of
Directors of the Company reasonably determines in good faith that
effecting such a demand registration at such time would have a material
adverse effect upon a proposed sale of all (or substantially all) of the
assets of the Company, or a merger, reorganization, recapitalization or
similar transaction materially affecting the capital structure or equity
ownership of the Company which is actively being negotiated with another
party whose identity is disclosed to Taylor; provided, however, that the
Company may only delay a demand registration pursuant to this Section
4(a)(iv) for a period not exceeding 6 months (or until such earlier time
as such transaction is consummated or no longer proposed). The Company
shall promptly notify in writing Taylor of any decision not to effect
any such request for registration pursuant to this Section 4(b), which
notice shall set forth in reasonable detail the reason for such decision
and shall include an undertaking by the Company promptly to notify
Taylor as soon as a demand registration may be effected.
(c) Reduction. If the managing underwriters advise the Company and
Taylor in writing that in their opinion the number of shares of Common
Stock held by Taylor which he requested to be included in such
registration exceeds the number which can be sold in such offering, then
the amount of such shares that may be included in such registration
shall be reduced to the number of shares that the managing underwriters
determine is marketable.
(d) Withdrawal. Taylor may withdraw at any time before a
registration statement filed pursuant to this section is declared
effective, in which event the Company may withdraw such registration
statement. If the Company withdraws a registration statement under this
Section 4(d) in respect of a registration for which the Company would
otherwise be required to pay some expenses under Section 6(c), (d) and
(e) hereof, then Taylor shall be liable to the Company for all expenses
of such registration specified in Section 6(c), (d) and (e).
5. Piggyback Registration Rights.
(a) Rights. Subject to the provisions of this Section 5, if the
Company proposes to make a registered public offering of any of its
securities under the Act (whether to be sold by it or by one or more
third parties), other than an offering pursuant to a demand registration
under Section 4 hereof or an offering registered on Form S-8, Form S-4,
or comparable forms, the Company shall, not less than 45 days prior to
the proposed filing date of the registration form, give written notice
of the proposed registration to Taylor, and at the written request of
Taylor delivered to the Company within 15 days after the receipt of such
notice, shall include in such registration and offering, and in any
underwriting of such offering, all shares of Common Stock as may have
been designated in Taylor's request.
(b) Primary Offering Reduction. If a registration in which Taylor
has the right to participate pursuant to this Section 5 is an
underwritten primary registration on behalf of the Company, and the
managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering, the
Company shall include in such registration (i) first, the securities of
the Company proposed to be sold, and (ii) second, the Common Stock owned
by Taylor.
(c) Secondary Offering Reduction. If a registration in which
Taylor has the right to participate pursuant to this Section 5 is an
underwritten secondary registration, and the managing underwriters
advise the Company in writing that in their opinion the number of shares
requested to be included in such registration exceeds the number of
shares which can be sold in such offering, then the Company shall
include in such offering the number of shares of Common Stock owned and
proposed to be sold by the Company and by any other participants
(including Taylor) proposing (and entitled) to sell shares pursuant to
such registration which the underwriters advise the
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Company can be sold in the offering, in proportion to the number of
shares of Common Stock so requested by each of them to be included.
6. Other Registration Issues.
(a) The Company shall have no obligation to file a registration
statement pursuant to Section 4 hereof, or to include shares of Common
Stock owned by Taylor in a registration statement pursuant to Section 5
hereof, unless and until Taylor has furnished the Company with all
information and statements about or pertaining to Taylor in such
reasonable detail as is reasonably deemed by the Company to be necessary
or appropriate with respect to the preparation of the registration
statement. Whenever Taylor has requested that any shares of Common Stock
be registered pursuant to Sections 4 or 5 hereof, subject to the
provisions of those Sections, the Company shall, as expeditiously as
reasonably possible:
(i) prepare and file with the Securities and Exchange Commission
(the "SEC") a registration statement with respect to such shares and
use its best efforts to cause such registration statement to become
effective as soon as reasonably practicable thereafter (provided that
before filing a registration statement or prospectus or any
amendments or supplements thereto, the Company shall furnish counsel
for Taylor with copies of all such documents proposed to be filed);
(ii) prepare and file with the SEC such amendments and
supplements to such registration statement and prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for a period of not less than nine months or
until the underwriters have completed the distributions described in
such registration statement, whichever occurs first;
(iii) furnish to Taylor such number of copies of such
registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each
preliminary prospectus), and such other documents as Taylor may
reasonably request;
(iv) use its best efforts to register or qualify such shares
under such other securities or Blue Sky Laws of such jurisdictions as
Taylor reasonably requests (and to maintain such registrations and
qualifications effective for a period of nine months or until the
underwriters have completed the distribution of such shares,
whichever occurs first), and to do any and all other acts and things
which may be necessary or advisable to enable Taylor or underwriters
to consummate the disposition in such jurisdictions of such shares;
provided, however, that the Company will not be required to (A)
qualify generally to do business in any jurisdiction where it would
not be required but for this Section 6(a)(iv), or (B) subject itself
to taxation in any such jurisdiction; provided, further, that,
notwithstanding anything to the contrary in this Agreement with
respect to the bearing of expenses, if any such jurisdiction shall
require that expenses incurred in connection with the qualification
of such shares in that jurisdiction be borne in part or full by
Taylor, then Taylor shall pay such expenses to the extent required by
such jurisdiction;
(v) cause all such shares to be listed on securities exchanges,
if any, on which similar securities issued by the Company are then
listed;
(vi) provide a transfer agent and registrar for all such shares
not later than the effective date of such registration statements;
(vii) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other
actions as Taylor and the underwriters reasonably request (and
subject to approval by the Company's counsel) in order to expedite or
facilitate the disposition of such shares; and
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(viii) make available for inspection by Taylor, by any
underwriter participating in any distribution pursuant to such
registration statement, and by any attorney, accountant or other
agent retained by Taylor or such underwriter, or by any such
underwriter, all financial and other records, pertinent corporate
documents and properties (other than confidential intellectual
property) of the Company; provided, however, that the Company can
condition delivery of any information, records or corporate documents
upon the receipt from Taylor and the underwriter and their counsel,
accountants, advisors and agents, of a confidentiality agreement in
form and substance acceptable to the Company and its counsel in the
exercise of their exclusive discretion.
(b) Holdback Agreement. In the event that the Company effects an
underwritten public offering of any of the Company's equity securities,
Taylor agrees, if requested by the managing underwriters, not to effect
any sale or distribution, including any sale pursuant to Rule 144 under
the Act, of any equity securities (except as part of such underwritten
offering) during the 180-day period commencing with the effective date
of the registration statement for such offering.
(c) Stockholder Expenses. If, pursuant to Section 4 or 5 hereof,
shares of Common Stock owned by Taylor are included in a registration
statement, then Taylor shall pay all transfer taxes, if any, relating to
the sale of his shares, the fees and expenses of his own counsel, and
his pro rata portion of any underwriting discounts, fees or commission
or the equivalent thereof.
(d) The Company's Expenses. Except for the fees and expenses
specified in Section 6(c) hereof and except as provided in this Section
6(d), the Company shall pay all expenses incident to the registration
and to the Company's performance of or compliance with Sections 4, 5 and
6 of this Agreement, including, without limitation, all registration and
filing fees, fees and expenses of compliance with securities or Blue Sky
Laws, underwriting discounts, fees and commissions (other than Taylor's
pro rata portion of any underwriting discounts or commission or the
equivalent thereof), printing expenses, messenger and delivery expenses,
and fees and expenses of counsel for the Company and all independent
certified public accountants and other persons retained by the Company.
If the Company shall previously have paid, pursuant to this Section
6(d), the expenses of a registration pursuant to this Agreement, then
Taylor shall pay all expenses described in this Section 6(d) (but not
expenses described in Section 6(e) hereof).
(e) Other. With respect to any registration pursuant to Section 4
or 5 hereof, the Company shall pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties) and the expenses and
fees for listing the securities to be registered on exchanges on which
similar securities issued by the Company are then listed.
(f) Indemnity. In the event that any shares of Common Stock owned
by Taylor are offered or sold by means of a registration statement
pursuant to Section 4 or 5 hereof, the Company agrees to indemnify and
hold harmless Taylor and each person, if any, who controls or may
control Taylor within the meaning of the Act (Taylor and any such other
persons being hereinafter referred to individually as an "Indemnified
Person" and collectively as "Indemnified Persons") from and against all
demands, claims, actions or causes of action, assessments, losses,
damages, liabilities, costs and expenses, including, without limitation,
interest, penalties and reasonable attorneys fees and disbursements,
asserted against, resulting to, imposed upon or incurred by such
Indemnified Person, jointly or severally, directly or indirectly
(hereinafter referred to in this Section 6(f) in the singular as a
"claim" and in the plural as "claims"), based upon, arising out of or
resulting from any untrue statement or alleged untrue statement of a
material fact contained in the registration statement, any preliminary
or final prospectus contained herein, or any amendment or supplement
thereto, or any document incident to registration or qualification of
any such shares, or any omission or alleged omission to state therein a
material fact necessary to make the statements made therein, in light of
the circumstances under which they were made, not misleading, or any
violation by the Company of the Act or any state securities or Blue Sky
Laws, except insofar as such claim is based
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upon, arises out of or results from information developed or certified
by Taylor for use in connection with the registration statement or
arises out of or results from the omission of information known to
Taylor prior to the violation or alleged violation; provided, that the
maximum amount of liability in respect of such indemnification shall be
limited, in the case of the Company, to an amount equal to the net
proceeds actually received by the Company from the sale of such shares
effected pursuant to such registration. Taylor agrees to indemnify and
hold harmless the Company, its officers and directors, and each person,
if any, who controls or may control the Company within the meaning of
the Act (the Company, its officers and directors, and any such persons
also being hereinafter referred to individually in this context as an
"Indemnified Person" and collectively as "Indemnified Persons") from and
against all claims based upon, arising out of, or resulting from any
untrue statement of a material fact contained in the registration
statement, or any omission to state therein a material fact necessary in
order to make the statement made therein, in the light of the
circumstances under which they were made, not misleading, to the extent
that such claim is based upon, arises out of, or results from
information developed or certified by Taylor for use in connection with
the registration statement or arises out of, or results from an omission
of information known to Taylor prior to the violation or alleged
violation; provided, that the maximum amount of liability in respect of
such indemnification shall be limited, in the case of Taylor, to an
amount equal to the net proceeds actually received by Taylor from the
sale of such shares effected pursuant to such registration. The
indemnification set forth herein shall be in addition to any liability
the Company or Taylor may otherwise have to the Indemnified Persons.
Promptly after actually receiving definitive notice of any claim in
respect of which an Indemnified Person may seek indemnification under
this Section 6(f), such Indemnified Person shall submit written notice
thereof to either the Company or Taylor, as the case may be (sometimes
being hereinafter referred to as the "Indemnifying Person"). The
omission of the Indemnified Person to so notify the Indemnifying Person
of any such claim shall not relieve the Indemnifying Person from any
liability it may have hereunder except to the extent that (i) such
liability was caused or increased by such omission, or (ii) the ability
of the Indemnifying Person to reduce such liability was materially
adversely affected by such omission. In addition, the omission of the
Indemnified Person to notify the Indemnifying Person of any such claim
shall not relieve the Indemnifying Person from any liability it may have
otherwise have hereunder. The Indemnifying Person shall have the right
to undertake, by counsel or representatives of its own choosing, the
defense, compromise or settlement (without admitting liability of the
Indemnified Person) of any such claim asserted, such defense, compromise
or settlement to be undertaken at the expense and risk of the
Indemnifying Person, and the Indemnified Person shall have the right to
engage separate counsel, at its own expense, whom counsel for the
Indemnifying Person shall keep informed and consult with in a reasonable
manner. In the event the Indemnifying Person shall elect not to
undertake such defense by its own representatives, the Indemnifying
Person shall give prompt written notice of such election to the
Indemnified Person, and the Indemnified Person shall undertake the
defense, compromise and settlement (without admitting liability of the
Indemnified Person) thereof on behalf of and for the account and risk of
the Indemnifying Person by counsel or other representatives designed by
the Indemnified Person. In the event that any claim shall arise out of a
transaction or cover any period or periods wherein the Company and
Taylor shall each be liable hereunder for part of the liability or
obligation arising therefrom, then the parties shall, each choosing its
own counsel and bearing its own expenses, defend such claim, and no
settlement or compromise of such claim may be made without the joint
consent or approval of the Company and Taylor. Notwithstanding the
foregoing, no Indemnifying Person shall be obligated hereunder with
respect to amounts paid in settlement of any claim if such settlement is
effected without the consent of such Indemnifying Person (which consent
shall not be unreasonably withheld).
7. Release of All Claims by Taylor. As part of the inducement to the
Company to enter into this Agreement and to consummate the transactions
provided for herein, and as a material part of the consideration for this
Agreement, Taylor does for himself and for his heirs, executors,
administrators and assigns, hereby release, acquit and forever discharge
Alabama National BanCorporation and any of its subsidiaries; the law firm
of Maynard, Cooper and Gale, P.C., its shareholders and its predecessor
firms
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and shareholders; all of the Company's and its subsidiaries' directors,
officers, shareholders, agents, servants, their heirs, executors,
administrators and assigns; and all other related persons, firms,
corporations, associations or partnerships of and from any and all claims,
actions, causes of action, demands, rights, damages, costs, expenses,
compensation and liability of whatsoever kind or nature, including, but not
limited to, claims arising out of the Employment Agreement and Taylor's
past association with the Company and its subsidiaries. Such full and
complete release specifically includes, but is not limited to, any and all
claims which might or could have been asserted by Taylor in connection with
his employment by the Company and his termination of employment as provided
for herein. It is the intention of Taylor by this release as of this date
to give a full, final and complete release of any and all claims Taylor now
has or might ever have against any released parties arising out of, or in
any way directly or indirectly connected with, any present or past business
relationship between Taylor and any released party, except for the right of
Taylor to enforce the terms and conditions of this Agreement.
8. Release of All Claims by the Company. Other than any outstanding
loans from the Company or its subsidiaries to Taylor or James A. Taylor,
Jr., the Company, for itself and for its successors and assigns, releases,
acquits and forever discharges Taylor and Taylor's attorneys, James A.
Taylor, Jr., Esq. and the law firm of Rothgerber, Appel, Powers & Johnson,
its partners and its predecessor firms and partners, from any and all
claims, actions, causes of action, demands, rights, damages, costs,
expenses, compensation and liability of whatsoever kind or nature, whether
accrued or unaccrued, asserted or unasserted, known or unknown, including,
but not limited to, claims arising out of the Employment Agreement and
Taylor's past association with the Company and its subsidiaries. It is the
intention of the Company to give a full, final and complete release of any
and all claims that they now have or might ever have against Taylor arising
out of, or in any way in connection with, any present or past business
relationship between the Company and any of the released parties, except
for the right of the releasers to enforce the terms and conditions of this
Agreement.
9. Lack of Admission. This Agreement is not to be construed as an
admission of liability on the part of the party or parties released in this
Agreement, and each released party denies liability and intends merely to
avoid litigation and buy peace.
10. Representations and Warranties of Taylor. As a material part of
the inducement to the Company to enter into this Agreement and as a part of
the consideration with respect thereto, Taylor represents and warrants to
the Company and to each releasee named herein, the following:
(a) Taylor is now, and has at all times during the negotiations
which resulted in this Agreement been, represented by independent legal
counsel of his choosing;
(b) Taylor is now, and has at all times during the negotiations
which resulted in this Agreement, consulted with such independent legal
counsel of his choosing;
(c) the terms and conditions of this Agreement are transactions
which Taylor has determined are in his best interest based upon the
exercise of independent business judgment by Taylor after consultation
with such independent attorneys, accountants or other financial
consultants or advisors as Taylor deems necessary to form the basis for
such business judgment;
(d) Taylor covenants and warrants that he has not heretofore
assigned or transferred to any other person or entity any legal or
equitable ownership in or claims, actions or causes of action, to be
released by Taylor by the terms of this Agreement; and
(e) the parties have been involved in contentious negotiations with
respect to the matters addressed by this Agreement and various and
sundry claims have been asserted by the parties against each other in
connection therewith. Taylor is represented by James A. Taylor, Jr.,
Esq. and William P. Johnson, Esq., upon whom Taylor has relied as to the
execution and consummation of this Agreement. None of the parties hereto
in an adversary posture repose any trust or confidence in the adversary
parties. Taylor hereby waives, forgives and relinquishes any obligations
arising from any duties owed by the Company or any of its officers,
directors or shareholders to Taylor which obligations are not expressly
set forth herein as a part of this Agreement.
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The warranties and representations of Taylor shall survive the
consummation of the transactions provided for in this Agreement.
11. Confidentiality. The parties agree that any and all financial
terms of this settlement, including without limitation any amounts paid in
this Agreement, shall remain confidential and shall not be disclosed to any
party other than the parties to this Agreement, absent a court order or
applicable law or regulation (including the securities laws and
regulations) to the contrary. The parties, however, agree that each party
may disclose the financial terms of this settlement and any amounts paid
pursuant to this Agreement to their bookkeeper(s), accountant(s) and the
person(s) preparing their state and federal income tax returns, as well as
to any governmental official or agency that may audit such party's books or
records. In the event of such disclosure, the party to whom such
information is disclosed shall be made aware of this confidentiality
provision and this Agreement. The parties acknowledge that this
confidentiality provision agreement became effective as of the date of this
Agreement.
12. Additional Documents. Taylor agrees for himself and for his
heirs, executors, administrators and assigns to execute, upon request of
the Company, all such other further, or different documents which shall be
reasonably necessary in the opinion of counsel for the Company to carry out
the provisions of this Agreement.
13. Entire Agreement. This document contains the entire agreement
existing between the parties and all prior or contemporaneous agreements
are merged herein. Taylor expressly agrees that there is no money or other
benefit or compensation due him other than as expressly stated herein.
Taylor expressly agrees that there are no oral promises, representations or
inducements relied upon by him as a basis for executing this Agreement.
14. Fees and Expenses. The Company shall pay all legal fees and
related expenses (included without limitation the costs of experts,
accountants and counsel) incurred by Taylor as a result of Taylor
successfully seeking to obtain or enforce any right or benefit provided for
by this Agreement.
15. No Third Party Beneficiaries. Nothing in this Agreement, express
or implied, is intended to confer upon any person, other than the parties
hereto and their heirs, successors and assigns, any rights or remedies
under or by reason of this Agreement.
16. Counterparts. This Agreement may be executed in several
counterparts, each of which so executed shall be deemed to be an original,
and such counterparts shall together constitute and be one and the same
instrument.
17. Addresses for Notices, Etc. All notices, requests, demands,
consents and other communications provided for hereunder and under the
related documents shall be in writing and shall be deemed to have been duly
given when delivered by hand, by facsimile transmission (confirmed in
writing) or by registered or certified mail, postage prepaid, to such party
at its address set forth below or such other address as such party may
specify by notice to the parties hereto:
If to Taylor to: James A. Taylor
7 Turnberry Place
Shoal Creek, Alabama 35242
Copy to: James A. Taylor, Jr.
1035 Sims Avenue
Birmingham, Alabama 35213
If to the Company to: Alabama National BanCorporation
1927 First Avenue North
Birmingham, Alabama 35203
Attention: Chief Executive Officer
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Copy to: Mark L. Drew
Maynard, Cooper & Gale, P.C.
1901 Sixth Avenue North
2400 AmSouth/Harbert Plaza
Birmingham, Alabama 35203
18. Applicable Law. This Agreement shall be construed and the legal
relations between the parties determined in accordance with Title 9 of the
U.S. Code and the laws of the State of Alabama, without regard to
principles of conflicts of law and is intended to take effect as an
instrument under seal.
19. Arbitration. Taylor and the Company acknowledge and agree that
this Agreement shall be performed in substantial interstate commerce. Any
controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be resolved by binding arbitration in the City of
Birmingham, State of Alabama, in accordance with Title 9 of the U.S. Code
and the Commercial Arbitration Rules of the American Arbitration
Association (the "AAA"). Whenever an arbitration is required hereunder, the
arbitrator shall be selected in accordance with the Commercial Arbitration
Rules of the AAA. The AAA shall designate a panel of ten (10) potential
arbitrators knowledgeable in the subject matter of the dispute. Each of
Taylor and the Company shall designate, within thirty (30) days of the
receipt of the list of potential arbitrators, one of the potential
arbitrators to serve, and the two arbitrators so designated shall select a
third arbitrator from the eight remaining potential arbitrators. The panel
of three (3) arbitrators shall determine the resolution of the dispute.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
as of the date first above written.
/s/ JAMES A. TAYLOR, JR. /s/ JAMES A. TAYLOR JR.
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Witness James A. Taylor
/s/ MARTHA W. TAYLOR
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Witness
ATTEST: ALABAMA NATIONAL BANCORPORATION
By: /s/ FRANK W. WHITEHEAD By: /s/ JOHN H. HOLCOMB, III
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Its: Executive Vice President Its: President
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