STATE OF NORTH CAROLINA
COUNTY OF WASHINGTON
THIS AGREEMENT entered into as of the day of
, 1996 (the "Effective Date"), by and between UNITED
CAROLINA BANK ("UCB") and DONALD A. HALL ("Employee").
W I T N E S S E T H:
WHEREAS, Employee heretofore has been employed as
of SEABOARD FINANCIAL SERVICE CORPORATION
("Seaboard"), which is a wholly-owned subsidiary of SEABOARD SAVINGS BANK, INC.,
SSB (the "Savings Bank"), and in such position has provided continued leadership
and guidance in the growth and development of Seaboard's insurance business;
and,
WHEREAS, as of the Effective Date, the Savings Bank has
been acquired by and merged into UCB; and,
WHEREAS, the Employee's experience and knowledge of Seaboard's
operations, customers and affairs and his knowledge of and standing and
reputation in Seaboard's market area would be of great benefit to UCB in its
continuance of Seaboard's business; and, for that reason, UCB desires to retain
Employee's services as an employee of UCB for the period specified, and Employee
desires to become an employee of UCB; and,
WHEREAS, for that purpose, UCB and Employee have agreed and
desire to enter into this Agreement to set forth the terms and conditions of
Employee's employment with UCB.
NOW, THEREFORE, for and in consideration of the premises and
mutual promises, covenants and conditions hereinafter set forth, and other good
and valuable considerations, the receipt and sufficiency of which hereby are
acknowledged, UCB and Employee hereby agree as follows:
1. Employment. UCB hereby agrees to employ Employee, and
Employee hereby accepts employment with UCB, all upon the terms and conditions
stated herein. As an employee of UCB, Employee will (i) serve as of
UCB in its insurance department, or in such other position or with such
other title or titles as shall be specified from time to time by UCB,
(ii) provide such assistance to UCB as it may request from time to time
regarding matters involving the former customers and employees of Seaboard,
account quality control and review, product conversion and other tasks relating
to the former operations of Seaboard and the transition of control over such
operations to UCB, (iii) promote UCB, its business and its business development
activities in the former market areas of Seaboard and the Savings Bank, and (iv)
from time to time have such other duties and responsibilities, and render to UCB
such other management services, as are customary for persons in Employee's
position with UCB or as otherwise shall be assigned to him from time to time by
UCB.
Employee faithfully and diligently shall discharge his
obligations under this Agreement and shall perform the duties associated with
his position with UCB in a manner which is fully competent and reasonably
satisfactory to UCB, and Employee shall use his best efforts to implement UCB's
policies and procedures currently in effect or as are established from time to
time by UCB.
Employee hereby agrees to devote all his working time and
endeavors to the discharge of his duties under this Agreement, and, for so long
as employment hereunder shall exist, Employee shall not engage in any other
occupation which requires any amount of Employee's personal attention during
UCB's regular business hours or which otherwise interfere's with Employee's
attention to or performance of his duties and responsibilities as an employee of
UCB hereunder, unless Employee first shall have obtained the prior written
consent of UCB; provided, however, that Employee may participate in civic and
charitable activities in accordance with UCB's personnel policies and procedures
applicable from time to time to all its employees.
2. Term. Unless sooner terminated as provided in this
Agreement and subject to the right of either Employee or UCB to terminate
Employee's employment at any time as provided herein, the term of Employee's
employment with UCB under this Agreement (the "Term of Employment") shall be for
a period commencing on the Effective Date and terminating at the close of UCB's
business on , 19 (the "Expiration Date").
3. Compensation. For all services rendered by Employee
to UCB under this Agreement, during the Term of Employment UCB
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shall pay Employee base salary at an annual rate of FIFTY-TWO THOUSAND and
No/100 Dollars ($52,000.00) ("Base Salary"). Base Salary paid under this
Agreement shall be payable not less frequently than monthly in accordance with
UCB's payroll policies and procedures. All compensation hereunder shall be
subject to customary withholding taxes and such other employment taxes as are
required by law. From time to time during the Term of Employment, Employee's
base salary may be increased by UCB; however, any such increase shall be at
UCB's sole option and discretion, and the amount and timing of any such increase
shall be determined by UCB's Board of Directors.
All compensation hereunder shall be subject to customary withholding
taxes and such other employment taxes as are required by law.
4. Participation in Retirement and Employee Benefit Plans;
Fringe Benefits. Subject to the terms and conditions of this Agreement, Employee
shall be entitled to participate in any and all employee benefit programs and
incentive compensation plans and programs maintained by or for UCB that are
generally available to and which cover all UCB officers at Employee's job level
or classification. Except as otherwise specifically provided herein, Employee's
participation in such plans and programs shall be subject to and in accordance
with the terms and conditions (including eligibility requirements) of such plans
and programs, resolutions of UCB's (or its parent company's) Board of Directors
establishing such programs and plans, and UCB's normal practices and established
policies regarding such plans and programs.
Employee shall receive credit for past full years of service
with Seaboard and the Savings Bank prior to the Effective Date for purposes of
(i) participation and vesting in the United Carolina Bancshares Corporation
Dollar Plus Savings Plan and Trust (the "Savings Plan") and the Pension Plan and
Trust for the Employees of United Carolina Bancshares Corporation and Associated
Companies (the "Pension Plan"), (ii) determining eligibility for participation
in UCB's Retiree Medical Choice Plan, and (iii) determining eligibility for and
level of benefits under UCB's vacation and sick leave policies. Otherwise,
Employee shall be
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considered a new employee of UCB as of the Effective Date, and Employee shall
not receive any credit for past years of service with Seaboard or the Savings
Bank for any other purposes (including without limitation for the purpose of
benefit accruals or the calculation of benefits under the Pension Plan).
Notwithstanding anything contained herein to the contrary, if UCB shall believe
in good faith that the granting of any such past service credit would not be
permissible under the terms and requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), the Internal Revenue Code of 1986,
as amended (the "Code"), any governmental rules, regulations and policies
thereunder, or any other law or regulations applicable to the operation of any
such plan or program, or otherwise would expose any such plan or program or UCB
or Bancshares to any penalty, then UCB shall not be required to give Employee
any such credit for past service with Seaboard.
The number of days of vacation and sick leave, respectively,
which shall be available to Employee during 19 as an employee of UCB
shall be reduced by the number of days of vacation or sick leave used by
Employee during 19 prior to the Effective Date as an employee of
Seaboard, and, except as provided below, Employee shall not be entitled to
any credit with UCB for unused vacation leave, sick leave or other paid
leave from Seaboard for 19 or years prior thereto.
5. Standards. Employee, in the execution of his duties under
this Agreement, at all times and in all respects shall comply with the United
Carolina Bancshares Corporation Statement of Policy, Principles and Objectives
(the "Code of Conduct"), as the same is in effect as of the Effective Date and
as it may be amended or supplemented from time to time subsequent thereto, and
with all applicable federal and state statutes and all rules, regulations,
administrative orders, statements of policy and other pronouncements or
standards promulgated thereunder.
6. Noncompetition; Confidentiality.
(a) General. Employee hereby acknowledges and
agrees that (i) Seaboard has made a significant investment in the development of
its business in the geographic area identified below as the "Relevant Market"
and that, by virtue of UCB's acquisition
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of substantially all Seaboard's assets, UCB has acquired a valuable economic
interest in Seaboard's business in the Relevant Market which it is entitled to
protect; (ii) in the course of his past service on behalf of Seaboard and future
service as an employee of UCB, he has gained and will continue to gain
substantial knowledge of and familiarity with Seaboard's and UCB's customers and
their dealings with them, and other information concerning Seaboard's and UCB's
businesses, all of which constitute valuable assets and privileged information;
and, (iii) in order to protect UCB's interest in and to assure it the benefit of
its succession to Seaboard's business, it is reasonable and necessary to place
certain restrictions on Employee's ability to compete against UCB and on his
disclosure of information about UCB's and Seaboard's business and customers. For
that purpose, and in consideration of UCB's agreements contained herein,
Employee covenants and agrees as provided below.
(b) Covenant Not to Compete.
(i) During a period (the "Noncompete Period") commencing
on the date of this Agreement and ending on the date two (2) years following
the effective date of any termination (for any reason, and whether by UCB
or Employee) of Employee's employment with UCB (whether during or after
expiration of the Term of Employment) (the "Restriction Period"), Employee will
not "Compete" (as defined below), directly or indirectly, with UCB or any of
its divisions, subsidiaries or affiliates, in the geographic area consisting
of , North Carolina, and the counties contiguous thereto (the "Relevant
Market"), whether acting as an insurance agent or broker or as an owner,
shareholder, investor, agent, employee, officer, director, member, broker or
partner of, for or in any insurance agency, brokerage or other insurance-related
business or any affiliate thereof or any entity which engages in any such
business. Employee acknowledges and agrees that the Relevant Market and
Restriction Period are limited in scope to the geographic territory and period
of time reasonably necessary to protect UCB's economic interest.
(ii) Without regard to the Relevant
Market, during the period (the "Nonpiracy Period") commencing on
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the date of this Agreement and ending on the date five (5) years following the
effective date of any termination (for any reason, and whether by UCB or
Employee) of Employee's employment with UCB (whether during or after expiration
of the Term of Employment), Employee shall not directly, indirectly or through
or on behalf of any other Person (whether pursuant to an agency, brokerage,
contractual or other business relationship or otherwise), sell any insurance
products to or solicit or accept any insurance business from any Customer or
Seaboard or UCB.
(iii) Without regard to the Relevant
Market, during the Nonpiracy Period Employee shall not, directly, indirectly or
through any agency, brokerage, contractual or other business relationship with
any other agent, agency, producer or other Person, enter into an insurance
brokerage agreement or other brokerage relationship with any insurance agent or
agency who or with which Seaboard or UCB had or has an insurance brokerage
agreement or other brokerage relationship as of or any time after the Effective
Date.
(iv) For the purposes of this Paragraph 6,
the following terms shall have the meanings set forth below:
Compete. The term "Compete" means: (A) to
engage as agent or broker in the sale of any type of insurance to the public or
otherwise in the Relevant Market, (B) to enter into any business arrangement
with any "Person" (as defined below) in competition with UCB in the insurance
business in the Relevant Market, (C) to act as a consultant, broker, agent,
lender, co-maker, endorser, surety or guarantor of any loan for any such Person,
or (D) to take any action to enable or to assist any such Person to compete with
UCB in the insurance business in the Relevant Market.
Customer. The term "Customer of Seaboard"
means any Person who or which, as of or at any time prior to the Effective Date,
has or had an active insurance policy of any type purchased through Seaboard.
The term "Customer of UCB" means any Person who or which, as of or at any time
after the Effective Date, has an active insurance policy of any type purchased
through UCB.
Person. The term "Person" means any natural
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person or any corporation, partnership, proprietorship, joint venture, limited
liability company, trust, estate, governmental agency or instrumentality,
fiduciary, unincorporated association or other entity.
(c) Confidentiality Covenant. Employee covenants
and agrees that any and all data, figures, projections, estimates, lists, files,
records, documents, manuals or other such materials or information (whether
financial or otherwise, and including any files, data or information maintained
electronically, on microfiche or otherwise) relating to Seaboard or UCB and
their respective insurance and related businesses, regulatory examinations,
financing sources, financial results and condition, Customers (including lists
of Customers of Seaboard and UCB and former customers and information regarding
their accounts and business dealings with Seaboard or UCB), prospective
customers, contemplated acquisitions (whether of business or assets), ideas,
methods, marketing investigations, surveys, research, policies and procedures,
computer systems and software, shareholders, employees, officers and directors
(herein referred to as "Confidential Information") are confidential and
proprietary to UCB and are valuable, special and unique assets of UCB's business
which are not directly reproducible from any other source and to which Employee
has had access as an officer and employee of Seaboard and will have access
during his employment with UCB. Employee agrees that (i) all such Confidential
Information shall be considered and kept as the confidential, private and
privileged records and information of UCB, and (ii) during the Term of
Employment and at all times following the termination of this Agreement or his
employment for any reason, and except as shall be required in the course of the
performance by Employee of his duties on behalf of UCB or otherwise pursuant to
the direct, written authorization of UCB, Employee will not: divulge any such
Confidential Information to any other Person; remove any such Confidential
Information in written or other recorded form from UCB's premises; or make any
use of any Confidential Information for his own purposes or for the benefit of
any Person other than UCB. However, following the termination of Employee's
employment with UCB, this Paragraph 6(c) shall not apply
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to any Confidential Information which then is in the public domain (provided
that Employee was not responsible, directly or indirectly, for permitting such
Confidential Information to enter the public domain without UCB's consent), or
which is obtained by Employee from a third party which or who is not obligated
under an agreement of confidentiality with respect to such information and who
did not acquire such Confidential Information in a manner which constituted a
violation the covenants contained in this Paragraph 6(c) or which otherwise
breached any duty of confidentiality.
(d) Reasonableness of Restrictions. If any of the
restrictions set forth in this Paragraph 6 shall be declared invalid for any
reason whatsoever by a court of competent jurisdiction, the validity and
enforceability of the remainder of such restrictions shall not thereby be
adversely affected. Employee acknowledges that Seaboard has had a substantial
business presence in the Relevant Market, that UCB, through its purchase of
Seaboard's business, has acquired a legitimate economic interest of Seaboard in
those geographic areas which this Paragraph 6 specifically is intended to
protect, and that the foregoing geographic and time limitations are reasonable
and proper. In the event the Noncompete Period, the Nonpiracy Period or any
other such time limitation is deemed to be unreasonable by a court of competent
jurisdiction, Employee hereby agrees to submit to the reduction of such period
as the court shall deem reasonable. In the event the Relevant Market is deemed
by a court of competent jurisdiction to be unreasonable, Employee hereby agrees
that the Relevant Market shall be reduced by excluding any separately
identifiable and geographically severable area necessary to make the remaining
geographic restriction reasonable, but this Paragraph 6 shall be enforced as to
all other areas included in the Relevant Market which are not so excluded.
(e) Remedies for Breach. Employee understands and
acknowledges that a breach or violation by him of any of the covenants contained
in Paragraphs 6(b) and 6(c) shall be deemed a material breach of this Agreement
and will cause substantial, immediate and irreparable injury to UCB, and that
UCB will have no adequate remedy at law for such breach or violation. In the
event
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of Employee's actual or threatened breach or violation of the covenant contained
in either such Paragraph, UCB shall be entitled to bring a civil action seeking,
and shall be entitled to, an injunction restraining Employee from violating or
continuing to violate such covenant or from any threatened violation thereof, or
for any other legal or equitable relief relating to the breach or violation of
such covenant. Employee agrees that, if UCB institutes any action or proceeding
against Employee seeking to enforce any of such covenants or to recover other
relief relating to an actual or threatened breach or violation of any of such
covenants, Employee shall be deemed to have waived the claim or defense that UCB
has an adequate remedy at law and shall not urge in any such action or
proceeding the claim or defense that such a remedy at law exists. However, the
exercise by UCB of any such right, remedy, power or privilege shall not preclude
UCB or its successors or assigns from pursuing any other remedy or exercising
any other right, power or privilege available to it for any such breach or
violation, whether at law or in equity, including the recovery of damages, all
of which shall be cumulative and in addition to all other rights, remedies,
powers or privileges of UCB.
Notwithstanding anything contained herein to
the contrary, Employee agrees that the provisions of Paragraph 6(c) above and
the remedies provided in this Paragraph 6(e) for a breach by Employee shall be
in addition to, and shall not be deemed to supersede or to otherwise restrict,
limit or impair the rights of UCB under any state or federal law or regulation
dealing with or providing a remedy for the wrongful disclosure, misuse or
misappropriation of trade secrets or other proprietary or confidential
information.
(f) Survival of Covenants. Employee's covenants
and agreements and UCB's rights and remedies provided for in this Paragraph 6
shall survive and remain fully in effect following expiration of the Term of
Employment or any actual termination of Employee's employment with UCB (whether
during or following expiration of the Term of Employment).
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7. Termination and Termination Pay.
(a) Employee's employment under this Agreement may
be terminated at any time by Employee upon sixty (60) days' written notice to
UCB. Upon such termination, Employee shall be entitled to receive compensation
through the effective date of such termination; provided however, that, upon
receipt of any such notice of termination from Employee, UCB may elect for
Employee not to serve out part or all of said notice period and, in such event,
Employee's employment shall terminate on such date during the notice period as
UCB shall specify and in any such event UCB shall pay compensation to Employee
only through the effective date of such termination.
(b) Employee's employment under this Agreement
automatically shall be terminated upon his death during the Term of Employment
or upon the effective date of Employee's retirement with UCB's consent or under
the terms of UCB's pension plan. Upon any such termination, Employee (or, in the
case of Employee's death, his estate) shall be entitled to receive any
compensation Employee shall have earned prior to the date of termination but
which remains unpaid.
(c) Subject to UCB's obligations and Employee's
rights under (i) Title I of the Americans with Disabilities Act, (Section Mark)
504 of the Rehabilitation Act, and the Family and Medical Leave Act, and to (ii)
the vacation leave, disability leave, sick leave and any other leave policies of
UCB, Employee's employment under this Agreement automatically shall be
terminated in the event Employee becomes disabled during the Term of Employment
and it is determined by UCB that Employee is unable to perform the essential
functions of his job under this Agreement for sixty (60) business days or more
during any 12-month period. Upon any such termination, Employee shall be
entitled to receive any compensation Employee shall have earned prior to the
date of termination but which remains unpaid, and shall be entitled to any
payments provided under any disability income plan of UCB which is applicable to
Employee.
In the event of any disagreement between
Employee and UCB as to whether Employee is physically or mentally
10
incapacitated such as will result in the termination of Employee's employment
pursuant to this Paragraph 7(c), the question of such incapacity shall be
submitted to an impartial physician licensed to practice medicine in North
Carolina for determination and who will be selected by mutual agreement of
Employee and UCB or, failing such agreement, by two (2) physicians (one (1) of
whom shall be selected by UCB and the other by Employee), and such determination
of the question of such incapacity by such physician or physicians shall be
final and binding on Employee and UCB. UCB shall pay the reasonable fees and
expenses of such physician or physicians in making any determination required
under this Paragraph 7(c).
(d) UCB otherwise may terminate Employee's
employment at any time during the Term of Employment and for any reason
satisfactory to UCB (and whether or not for "Cause" as defined below). Upon any
such termination of Employee's employment by UCB under this Paragraph 7(d) for
"Cause", Employee shall have no further rights under this Agreement (including
any right to receive compensation or other benefits for any period after such
termination). Upon any such termination of Employee's employment by UCB during
the Term of Employment under this Paragraph 7(d) which is not for "Cause," UCB
shall continue to pay compensation to Employee each month through the unexpired
portion of the Term of Employment in an amount equal to Employee's base salary
(at Employee's base salary rate in effect at the time of such termination) plus
an amount equal to the monthly amount available to Employee at the time of such
termination for the purchase of benefits under UCB's flexible benefits
"cafeteria" plan. However, UCB shall have no obligation or liability to Employee
for any other benefits Employee would have if he continued as an employee of
UCB.
Notwithstanding anything contained herein to the contrary,
before UCB may terminate Employee's employment for a Cause described in
Paragraph 7(d)(i) below, UCB first shall give Employee ten (10) days written
notice of the facts or circumstances constituting such Cause for termination,
and, if during such period Employee shall cure such Cause to the reasonable
satisfaction of UCB, then Employee's employment shall continue; provided
however, that, in the event of any reoccurrence or further occurrence of the
11
same Cause, UCB shall have no obligation to give Employee any further or
additional notice or opportunity to cure prior to the termination of Employee's
employment. No such notice shall be required in the case of termination of
Employee's employment for any Cause other than as described above.
For purposes of this Paragraph 7(d), UCB shall have
"Cause" to terminate Employee's employment upon:
(i) A determination by UCB, in good
faith, that Employee (A) has breached in any material respect any of the terms
or conditions of this Agreement or of the Code of Conduct, (B) has failed in any
material respect to perform or discharge his duties or responsibilities of
employment, or (C) is engaging or has engaged in willful misconduct or conduct
which is detrimental to the business prospects of UCB or which has had or likely
will have a material adverse effect on UCB's business or reputation;
(ii) The violation by Employee of any
applicable federal or state law, or any applicable rule, regulation, order or
statement of policy promulgated by any governmental agency or authority having
jurisdiction over UCB or any of its affiliates or subsidiaries (a "Regulatory
Authority"), including but not limited to the North Carolina Department of
Insurance, the North Carolina Insurance Commissioner, the Federal Deposit
Insurance Corporation, the North Carolina Banking Commissioner, the North
Carolina State Banking Commission, the Federal Reserve Board or any other
insurance or banking regulator, which results from Employee's gross negligence,
willful misconduct or intentional disregard of such law, rule, regulation, order
or policy statement and results in any substantial damage, monetary or
otherwise, to UCB or any of its affiliates or subsidiaries or to UCB's
reputation;
(iii) The commission in the course of
Employee's employment with UCB of an act of fraud, embezzlement, theft or proven
personal dishonesty, or Employee's being charged with any felony or other crime
involving moral turpitude (whether or not such act or charge involves UCB or its
assets or results in criminal indictment, charges, prosecution or conviction);
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(iv) The conviction of Employee of any
felony or any criminal offense involving dishonesty or breach of trust, or the
occurrence of any event described in Section 19 of the Federal Deposit Insurance
Act or any other event or circumstance which disqualifies Employee from serving
as an employee or executive officer of, or a party affiliated with, UCB or its
bank holding company; or, in the event Employee becomes unacceptable to, or is
removed, suspended or prohibited from participating in the conduct of UCB's
affairs (or if proceedings for that purpose are commenced), by any Regulatory
Authority;
(v) The exclusion of Employee by the
carrier or underwriter from coverage under UCB's then current "blanket bond" or
other fidelity bond or insurance policy covering its directors, officers or
employees, or the occurrence of any event which UCB believes, in good faith,
will result in Employee being excluded from such coverage, or having coverage
limited as to Employee as compared to other covered officers or employees,
pursuant to the terms and conditions of such "blanket bond" or other fidelity
bond or insurance policy; or,
(vi) the revocation of or the inability of
Employee to renew his license as a general insurance agent;
(vii) Employee's excessive use of any
addictive drug or use of any controlled substance, as defined at 21 U.S.C.
(Section Mark) 802 and listed on Schedules I through V of 21 U.S.C. (Section
Mark) 812, as revised from time to time, and as defined by other federal laws
and regulations, his use of legal drugs that have not been obtained legally or
are not being taken as prescribed by a licensed physician, or his use of alcohol
in a manner that adversely affects the performance of his job duties under this
Agreement, prevents him from performing his job duties safely or creates a risk
to the safety of others at the workplace; or,
(e) Except as otherwise provided below, upon the
earlier of expiration of the Term of Employment or any actual termination of
Employee's employment with UCB under this Agreement for any reason, the
provisions of this Agreement likewise shall terminate and be of no further force
or effect. Employee's covenants contained in Paragraph 6 above shall survive and
remain
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in effect following expiration of the Term of Employment or any actual
termination of Employee's employment (whether during or following expiration of
the Term of Employment); and, provided further, that UCB's obligation for the
continued payments under Paragraph 7(d) above following termination not for
"Cause," shall survive and remain in effect following any termination of this
Agreement.
8. Additional Regulatory Requirements. Notwithstanding
anything contained in this Agreement to the contrary, it is understood and
agreed that UCB (or any of its successors in interest) shall not be required
to make any payment or take any action under this Agreement if:
(a) UCB is declared by any Regulatory Authority to
be insolvent, in default or operating in an unsafe or unsound
manner; or,
(b) in the opinion of counsel to UCB such payment
or action (i) would be prohibited by or would violate any provision of state or
federal law applicable to UCB, including without limitation the Federal Deposit
Insurance Act as now in effect or hereafter amended, (ii) would be prohibited by
or would violate any applicable rules, regulations, orders or statements of
policy, whether now existing or hereafter promulgated, of any Regulatory
Authority, or (iii) otherwise would be prohibited by any Regulatory Authority.
9. Successors and Assigns.
(a) This Agreement shall inure to the benefit of
and be binding upon any corporate or other successor of UCB which shall acquire,
directly or indirectly, by conversion, merger, consolidation, purchase or
otherwise, all or substantially all of the assets of UCB.
(b) UCB is contracting for the unique and personal
skills of Employee. Therefore, Employee shall be precluded from assigning or
delegating his rights or duties hereunder without first obtaining the written
consent of UCB.
10. Modification; Waiver; Amendments. No provision of
this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and
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signed by the parties hereto. No waiver by either party hereto, at any time, of
any breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.
11. Applicable Law. The parties hereto agree that without regard to
principles of conflicts of laws, the internal laws of the State of North
Carolina shall govern and control the validity, interpretation, performance and
enforcement of this Agreement and that any suit or action relating to this
Agreement shall be instituted and prosecuted in the Courts of the County of
Columbus, State of North Carolina, and each party hereto hereby does waive any
right or defense relating to such jurisdiction and venue, except to the extent
that federal law shall be deemed to apply.
12. Severability. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.
13. Headings. The section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
14. Notices. Except as otherwise may be provided herein, all
notices, claims, certificates, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
deposited with the United States Postal Service, registered or certified mail,
postage prepaid, as follows:
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If to UCB:
United Carolina Bank
127 West Webster Street
Post Office Box 632
Whiteville, North Carolina 28472
Attention: David L. Thomas
With a copy to:
William R. Lathan, Jr., Esq.
Ward and Smith, P.A.
1001 College Court
Post Office Box 867
New Bern, North Carolina 28560
If to Employee:
Donald A. Hall
Plymouth, North Carolina 27962
Such notice shall be deemed to be received upon receipt or refusal, if delivered
by hand, or upon receipt or refusal as evidenced by the return receipt therefor,
if delivered by registered or certified mail.
15. Counterparts. This Agreement may be executed in any
number of counterparts, and each such counterpart hereof shall be deemed an
original instrument, but all such counterparts together shall constitute but one
agreement.
16. Entire Agreement. This Agreement and the Exhibits and
other documents attached hereto and incorporated herein by reference contain the
entire understanding and agreement of the parties, and there are no agreements,
promises, warranties, covenants or undertakings other than those expressly set
forth or referred to herein.
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IN WITNESS WHEREOF, UCB has caused this Agreement to be
executed by its duly authorized officer in pursuance of authority duly given by
its Board of Directors, and Employee has set hereunto his hand and adopted as
his seal the typewritten word "SEAL" appearing beside his name, all as of the
day and year first above written.
UNITED CAROLINA BANK
By:
David L. Thomas
Executive Vice President
EMPLOYEE:
(SEAL)
Donald A. Hall
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