Form of Employment Agreement with Carl I. Carlson, III
STATE OF NORTH CAROLINA
COUNTY OF GUILFORD
THIS AGREEMENT entered into as of the ____ day of
________________, 1996 (the "Effective Date"), by and between UNITED
CAROLINA BANK ("UCB") and CARL I. CARLSON, III ("Employee").
W I T N E S S E T H:
WHEREAS, Employee is employed by and currently serves as
President of TRIAD BANK (the successor by merger with Bankers Trust
of North Carolina) ("Triad"), pursuant to an Employment Agreement
with Triad dated December 14, 1993 (the "Prior Employment Agreement"),
and in such position has provided continued leadership and guidance
in the growth and development of Triad's business; and,
WHEREAS, pursuant to an Agreement and Plan of Reorganization
and Merger dated October 19, 1995 (the "Merger Agreement"), Triad has
agreed to be merged into and with UCB (the "Merger") with UCB being the
surviving bank; and,
WHEREAS, Employee's experience and knowledge of Triad's
operations, customers and affairs and his knowledge of and standing
and reputation in Triad's market area would be of great benefit to
UCB in its continuance of Triad'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, UCB and the Employee have agreed that (i) at the
effective time of the Merger (the "Effective Time"), the Prior
Employment Agreement will terminate and be of no further force or
effect, (ii) the Employee has elected to accept employment with UCB
pursuant to this Agreement commencing at the Effective Time, (iii)
notwithstanding the terms of the Prior Employment Agreement, the
Employee shall be entitled to a cash payment at the Effective Time in
an amount equal to Two Hundred Thousand and no/100 Dollars ($200,000),
and (iv) in consideration of UCB's offer of employment hereunder
and its agreement to make the above payment, the Employee will not
disclose certain "confidential information" (as defined herein); 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 and their agreements as to
each of the above matters.
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. Termination of Prior Employment Agreement; Payment to the
Employee. At the Effective Time, the Prior Employment Agreement will
terminate and be of no further force or effect. In light of the
Employee's election to accept UCB's offer of employment hereunder,
and notwithstanding the terms of the Prior Employment Agreement, the
Employee shall be entitled to a cash payment from UCB in an amount equal
to Two Hundred Thousand and no/100 Dollars ($200,000.00) subject to
customary tax withholding which shall be paid in six (6) equal
consecutive monthly installments commencing on the date of this
Agreement and commencing on the same day of each month thereafter. The
parties agree that the $200,000 payment shall not be utilized in
computing employee fringe benefits or any retirement benefits based on
levels of Compensation (as defined below) to which Employee is
entitled from UCB.
2. 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 a Vice President and Regional Trust Manager of UCB, or in such
other executive position or with such other similar 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 Triad, loan
quality control and review, product conversion and other tasks
relating to the former operations of Triad and the transition of control
over such operations to UCB, (iii) promote UCB, its business and its
business development activities in Triad's former market areas, 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. In connection with the
performance of his duties hereunder, Employee's office and principal
employment location shall be at such place as UCB shall designate but,
without Employee's consent, in no event outside of Guilford County,
North Carolina. Notwithstanding anything contained herein to the
contrary, required business travel (including reasonable overnight
travel) outside of Guilford County, North Carolina in connection with
his duties under this Agreement not in excess of ten (10) nights per
calendar month shall not constitute a violation of this Agreement.
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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 interferes 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 (i) participate in civic and
charitable activities in accordance with UCB's personnel policies and
procedures applicable from time to time to all its employees and (ii)
spend no more than one (1) day per month on family business matters,
including, but not limited to, his serving as an officer or director of
Piedmont Financial and Richardson Corporation.
3. 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 six months later at the close of UCB's business on
______________, 199_ (the "Expiration Date").
4. Compensation. For all services rendered by Employee to
UCB under this Agreement, during the Term of Employment UCB shall pay
Employee base salary at a monthly rate of Seven Thousand Five Hundred
and No/100 Dollars ($7,500.00) ("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.
5. Participation in Retirement and Employee Benefit Plans;
Fringe Benefits. Subject to the terms and conditions of this Agreement
and the Merger 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 and in the Merger Agreement, 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,
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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.
During the term of this Agreement, UCB shall pay directly, or
reimburse Employee for, membership dues for Employee to the Greensboro
Country Club and the Greensboro Rotary Club (or similar civic club) and
the expenses relating to such other memberships as may be approved by
UCB from time to time. UCB also shall pay Employee's expenses to
continue his certification as a certified public accountant,
including the expense of continuing professional education.
During the term of this Agreement, UCB shall pay the monthly
premiums on a $300,000 face amount whole life insurance policy and
one-half of the annual premium on a $25,000 whole life insurance policy,
both currently owned by and insuring the life of Employee (as such
policies were in effect immediately prior to the date of the Merger
Agreement).
6. 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.
7. Confidentiality.
(a) General. Employee hereby acknowledges and agrees that
(i) in the course of his past service on behalf of Triad and future
service as an employee of UCB, he has gained and will continue to gain
substantial knowledge of and familiarity with Triad's and UCB's
customers and their dealings with them, and other information
concerning Triad's and UCB's businesses, all of which constitute
valuable assets and privileged information; and, (ii) in order to
protect UCB's interest in and to assure it the benefit of its
succession to Triad's business, it is reasonable and necessary to
place certain restrictions on Employee's disclosure of information
about UCB's and Triad's business and customers. For that purpose, and
in consideration of UCB's agreements contained herein, Employee
covenants and agrees as provided below.
(b) 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 Triad or UCB and their respective lending
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and deposit operations and related businesses, regulatory
examinations, financing sources, financial results and condition,
customers (including lists of customers and former customers and
information regarding their accounts and business dealings with Triad
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 Triad 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 (as hereinafter
defined) other than UCB. However, following the termination of
Employee's employment with UCB, this Paragraph 7(b) shall not
apply 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), which Employee is required
to disclose to any governmental authority having jurisdiction over
UCB, its attorneys or accountants, 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 of the covenants contained in this Paragraph 7(b) or
which otherwise breached any duty of confidentiality.
(c) Remedies for Breach. Employee understands and
acknowledges that a breach or violation by him of any of the covenants
contained in Paragraph 7(b) 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 of Employee's actual or
threatened breach or violation of the covenant contained in Paragraph
7(b), 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
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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 7(b) above and the
remedies provided in this Paragraph 7(c) 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.
(d) Survival of Covenants. Employee's covenants and
agreements and UCB's rights and remedies provided for in this
Paragraph 7 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).
8. Termination and Termination Pay.
(a) By Employee. 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 and benefits ("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 earlier of
(i) the date the Employee commences gainful employment with another
employer or (ii) the end of the notice period.
(b) Death. Employee's employment under this Agreement
automatically shall be terminated upon his death during the Term of
Employment. 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, and UCB
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shall continue to pay Compensation to Employee's estate 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 Employee's death).
(c) Retirement. Employee's employment under this
Agreement automatically shall be terminated 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 shall be
entitled to receive any Compensation Employee shall have earned
prior to the date of retirement but which remains unpaid.
(d) Disabilities. Subject to UCB's obligations and
Employee's rights under (i) Title I of the Americans with
Disabilities Act, ss.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 any consecutive
period of sixty (60) business days or more during the Term of
Employment. 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 incapacitated such as
will result in the termination of Employee's employment pursuant to
this Paragraph 8(d), 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 8(d).
(e) By UCB. 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 8(e) 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 8(e) which is not for
"Cause," UCB shall continue to pay Compensation to
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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 8(e)(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 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 8(e), 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, (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 the Code of
Conduct or 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 Federal Deposit Insurance Corporation, the North
Carolina Banking Commissioner, the North Carolina State
Banking Commission, the Federal Reserve Board or any other
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
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proven personal dishonesty, or Employee's being indicted for
any felony or other crime involving moral turpitude (whether
or not such act or charge involves the Bank or its assets
or results in criminal indictment, charges, prosecution or
conviction);
(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;
(vi) Employee's excessive use of any addictive drug
or use of any controlled substance, as defined at 21 U.S.C.
ss.802 and listed on Schedules I through V of 21 U.S.C.
ss.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 7 above shall survive and remain 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 8(e) above following
termination of Employee's employment by UCB not for
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"Cause," shall survive and remain in effect following any
termination of this Agreement.
9. Change in Control.
(a) In the event of an involuntary termination of Employee's
employment with UCB (other than for "Cause" as defined in Paragraph 8
hereof) in connection with a "Change in Control" (as defined in
Paragraph 9(b) hereof) of UCB or United Carolina Bancshares
Corporation ("Bancshares"), Employee shall be entitled to receive
immediately all benefits and Compensation provided in this Agreement.
For purposes of this Paragraph 9, Employee's employment with UCB
shall be deemed to be involuntarily terminated if at any time after a
Change in Control and prior to Employee's retirement, (i) Employee's
position and duties with UCB are changed so as not to be commensurate
with his position and duties with UCB prior to such Change in Control,
or (ii) Employee's employment with UCB is transferred outside of
Guilford County, North Carolina.
(b) For the purposes of this Agreement, the term Change in
Control shall mean any of the following events:
(i) After the effective date of this Agreement, any
"person" (as such term is defined in Sections 3(a)(9) and
13(d)(3) of the Securities Exchange Act of 1934, as amended),
directly or indirectly, acquires beneficial ownership of
voting stock, or acquires irrevocable proxies or any
combination of voting stock and irrevocable proxies,
representing fifty-one percent (51%) or more of any class
of voting securities of either Bancorp or UCB; or
(ii) All or substantially all of the assets of
either Bancshares or UCB are sold or otherwise transferred to
or are acquired by any other corporation, association or other
person, entity or group.
Notwithstanding the other provisions of this Paragraph 9, a
transaction or event shall not be considered a Change in Control
if, prior to the consummation or occurrence of such transaction or
event, Employee and UCB agree in writing that the same shall not be
treated as a Change in Control for purposes of this Agreement.
(c) In the event any dispute shall arise between Employee and
UCB (or any successor corporation) as to the terms or interpretation of
this Agreement, including this Paragraph 9, whether instituted by
formal legal proceedings or otherwise, including any action taken by
Employee to enforce the terms of this Paragraph 9 or in defending
against any action taken by UCB (or any successor corporations), UCB
(or any successor corporation) shall reimburse Employee for all costs
and expenses, proceedings or actions, in the event Employee prevails
in any such action.
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10. Additional Regulators 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.
11. Advisory Board Service. Except for termination of
employment hereunder by UCB for "Cause" or by the Employee pursuant to
Paragraph 9 hereof, upon the termination of the Employee's employment
under this Agreement, UCB shall recommend Employee for appointment to
its Greensboro, North Carolina local advisory board for a period of not
less than one (1) year. For service on such board, the Employee shall
be compensated in accordance with the then current Compensation
provisions and standards in effect for UCB's local advisory boards.
12. 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.
13. 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 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
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unless in writing and signed by both parties, except as herein
otherwise provided.
14. 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 Guilford,
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.
15. 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.
16. 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.
17. 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:
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:
Alfred E. Cleveland, Esq.
McCoy, Weaver, Wiggins, Cleveland & Raper
202 Fairway Drive
Fayetteville, North Carolina 28305
If to Employee:
Carl I. Carlson, III
Post Office Box 22006
Greensboro, North Carolina 27420
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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.
18. 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.
19. Entire Agreement. This Agreement and the 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.
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)
Carl I. Carlson, III
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