Employment Agreement

EMPLOYMENTAGREEMENT
THISAGREEMENT is made effective as of February 24, 2005, by and between CAVALRYBANKING (the “BANK”), CAVALRY BANCORP, INC. (the “COMPANY”), a Tennesseecorporation; and JAMES O. SWEENEY (“EXECUTIVE”).
WHEREAS,EXECUTIVE serves in a position of substantial responsibility;
WHEREAS,the BANK wishes to assure itself of the services of EXECUTIVE for the periodprovided in this Agreement; and
WHEREAS,EXECUTIVE is willing to serve in the employ of the BANK on a full-time basis forsaid period.
NOW,THEREFORE, in consideration of the mutual covenants herein contained, and uponthe other terms and conditions hereinafter provided, the parties hereby agree asfollows:
1. POSITION AND RESPONSIBILITIES.
Duringthe period of his employment hereunder, EXECUTIVE agrees to serve as VicePresident – Retail Banking of the BANK. Executive shall render administrativeand management duties to the BANK such as are customarily performed by personssituated in a similar executive capacity.
2. TERMS AND DUTIES.
(a)     Theterm of this Agreement shall be deemed to have commenced as of the date firstabove written and shall continue for a period of twelve full calendar monthsthereafter. Commencing on the first anniversary date, and continuing at eachanniversary date thereafter, the Board of Directors of the COMPANY and the BANK(the “Board”) may extend the Agreement for an additional year. Prior to theextension of the Agreement as provided herein, the Board of Directors of theCOMPANY and the BANK will conduct a formal performance evaluation of EXECUTIVEfor purposes of determining whether to extend the Agreement, and the resultsthereof shall be included in the minutes of the Board’s meeting.
(b)     During theperiod of his employment hereunder, except for periods of absence occasioned byillness, reasonable vacation periods, and reasonable leaves of absence,EXECUTIVE shall devote substantially all his business time, attention, skill,and efforts to the faithful performance of his duties hereunder includingactivities and services related to the organization, operation and management ofthe BANK; provided, however, that, with the approval of the Board, as evidencedby a resolution of such Board, from time to time, EXECUTIVE may serve, orcontinue to serve, on the boards of directors of, and hold any other offices orpositions in, companies or organizations, which, in such Board’s judgment, willnot present any conflict of interest with the BANK, or materially affect theperformance of EXECUTIVE’s duties pursuant to this Agreement.

 
3. COMPENSATION AND REIMBURSEMENT.
(a)     Thecompensation specified under this Agreement shall constitute the salary andbenefits paid for the duties described in Sections 1 and 2. The BANK shall payEXECUTIVE as compensation a salary of $85,000 per year (“Base Salary”). SuchBase Salary shall be payable in accordance with the customary payroll practicesof the BANK. During the period of this Agreement, EXECUTIVE’s Base Salary shallbe reviewed at least annually; the first such review will be made no later thanone year from the date of this Agreement. Such review shall be conducted by aCommittee designated by the Board, and the Board may increase EXECUTIVE’s BaseSalary. In addition to the Base Salary provided in this Section 3(a), the BANKshall provide EXECUTIVE at no cost to EXECUTIVE with all such other benefits asare provided uniformly to permanent full- time employees of theBANK.
(b)     TheBANK will provide EXECUTIVE with employee benefit plans, arrangements andperquisites substantially equivalent to those in which EXECUTIVE wasparticipating or otherwise deriving benefit from immediately prior to thebeginning of the term of this Agreement, and the BANK will not, withoutEXECUTIVE’s prior written consent, make any changes in such plans, arrangementsor perquisites which would adversely affect EXECUTIVE’s rights or benefitsthereunder. Without limiting the generality of the foregoing provisions of thisSubsection (b), EXECUTIVE will be entitled to participate in or receive benefitsunder any employee benefit plans including, but not limited to, retirementplans, supplemental retirement plans, pension plans, profit-sharing plans,health-and-accident plan, medical coverage or any other employee benefit plan orarrangement made available by the BANK in the future to its senior executivesand key management employees, subject to, and on a basis consistent with, theterms, conditions and overall administration of such plans and arrangements.EXECUTIVE will be entitled to incentive compensation and bonuses as provided inany plan, or pursuant to any arrangement of the BANK, in which EXECUTIVE iseligible to participate. Nothing paid to EXECUTIVE under any such plan orarrangement will be deemed to be in lieu of other compensation to whichEXECUTIVE is entitled under this Agreement, except as provided under Section5(e).
(c)     Inaddition to the Base Salary provided for by paragraph (a) of this Section 3, theBANK shall pay or reimburse EXECUTIVE for all reasonable travel and otherobligations under this Agreement and may provide such additional compensation insuch form and such amounts as the Board may from time to timedetermine.
4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.
(a)     Upon theoccurrence of an Event of Termination (as herein defined) during EXECUTIVE’sterm of employment under this Agreement, the provisions of this Section shallapply. As used in this Agreement, an “Event of Termination” shall mean andinclude any one or more of the following: (i) the termination by the BANK ofEXECUTIVE’s full-time employment hereunder for any reason other than a Change inControl, as defined in Section 5(a) hereof; disability, as defined in Section6(a) hereof; death; retirement, as defined in Section 7 hereof; or Terminationfor Cause, as defined in Section 8 hereof; (ii) EXECUTIVE’s resignation from theBANK’s employ, upon (A) unless consented to by EXECUTIVE, a material change inEXECUTIVE’s
 

 
function,duties, or responsibilities, which change would cause EXECUTIVE’s position tobecome one of lesser responsibility, importance, or scope from the position andattributes thereof described in Sections 1 and 2, above, any such materialchange shall be deemed a continuing breach of this Agreement, (B) a relocationof EXECUTIVE’s principal place of employment by more than 5 miles from itslocation at the effective date of this Agreement, or a material reduction in thebenefits and perquisites to EXECUTIVE from those being provided as of theeffective date of this Agreement, (C) the liquidation or dissolution of theBANK, or (D) any material breach of this Agreement by the BANK. Upon theoccurrence of any event described in clauses (A), (B), (C) or (D), above,EXECUTIVE shall have the right to elect to terminate his employment under thisAgreement by resignation upon not less than sixty (60) days prior written noticegiven within a reasonable period of time not to exceed, except in case of acontinuing breach, four (4) calendar months after the event giving rise to saidright to elect.
(b)     Uponthe occurrence of an Event of Termination, the BANK shall pay EXECUTIVE, or, inthe event of his subsequent death, his beneficiary or beneficiaries, or hisestate, as the case may be, as severance pay or liquidated damages, or both, asum equal to the twelve months of compensation, including Base Salary, bonuses,and any other cash or deferred compensation paid or to be paid (including thevalue of employer contributions that would have been made on EXECUTIVE’s behalfover the remaining term of the agreement to any tax-qualified retirement plansponsored by the BANK as of the Date of Termination), to EXECUTIVE hereunderprovided, however, that if the BANK is not in compliance with its minimumcapital requirements or if such payments would cause the BANK’s capital to bereduced below its minimum capital requirements, such payments shall be deferreduntil such time as the BANK is in capital compliance. All payments made pursuantto this Section 4(b) shall be paid in a lump sum within thirty (30) days of theDate of Termination.
(c)     Uponthe occurrence of an Event of Termination, the BANK will cause to be continuedlife, medical, dental and disability coverage substantially identical to thecoverage maintained by the BANK for EXECUTIVE prior to his termination. Suchcoverage shall cease upon the expiration of the remaining term of thisAgreement.
5. CHANGE IN CONTROL.
(a)     Nobenefit shall be paid under this Section 5 unless there shall have occurred aChange in Control of the COMPANY or the BANK. For purposes of this Agreement, a’Change in Control” of the COMPANY or the BANK shall be deemed to occur if andwhen (a) there occurs a change in control of the BANK or the COMPANY within themeaning of the Home Owners Loan Act of 1933 and 12 C.F.R. Part 574, (b) anyperson (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act)is or becomes the beneficial owner, directly or indirectly, of securities of theCOMPANY or the BANK representing twenty-five percent (25%) or more of thecombined voting power of the COMPANY’s or the BANK’s then outstandingsecurities, (c) the membership of the board of directors of the COMPANY or theBANK changes as the result of a contested election, such that individuals whowere directors at the beginning of any twenty-four (24) month period (whethercommencing before or after the date of adoption of this Agreement) do notconstitute a majority of the Board at the end of such period, or (d)shareholders of the COMPANY or the BANK approve a merger, consolidation, sale or
 

 
dispositionof all or substantially all of the COMPANY’s or the BANK’s assets, or a plan ofpartial or complete liquidation.
(b)     Ifany of the events described in Section 5(a) hereof constituting a Change inControl have occurred or the Board of the BANK or the COMPANY has reasonablydetermined that a Change in Control (as defined herein) has occurred, EXECUTIVEshall be entitled to the benefits provided in paragraphs (c), (d) and (e) ofthis Section 5 upon his subsequent involuntary termination following theeffective date of a Change in Control (or voluntary termination within twelve(12) months of the effective date of a Change in Control following any materialdemotion, loss of title, office or significant authority (it being understoodthat absent an equivalent executive position with the ultimate parent entity ofthe Company or its successor, the board of which is elected by public investors,Executive shall not be deemed to have equivalent responsibility, importance andscope with his current position), material reduction in his annual compensationor benefits (other than a reduction affecting the BANK’s personnel generally),or the relocation of his principal place of employment by more than 25 milesfrom its location immediately prior to the Change in Control), unless suchtermination is because of his death, retirement as provided in Section 7,termination for Cause, or termination for Disability.
(c)     Uponthe occurrence of a Change in Control followed by EXECUTIVE’s termination ofemployment, the BANK shall pay EXECUTIVE, or in the event of his subsequentdeath, his beneficiary or beneficiaries, or his estate, as the case may be, asseverance pay or liquidated damages, or both, a sum equal to one times thehigher of (i) EXECUTIVE’s “base amount,” within the meaning of Section280G(b)(3) of the Internal Revenue Code of 1986 (“Code”), as amended or (ii) theEXECUTIVE’s then current annual salary and most recent annual bonus. Suchpayment shall be made in a lump sum paid within ten (10) days of EXECUTIVE’sDate of Termination.
(d)     Upon theoccurrence of a Change in Control followed by EXECUTIVE’s termination ofemployment as described in 5(b), the BANK will cause to be continued life,medical, dental and disability coverage substantially identical to the coveragemaintained by the BANK for EXECUTIVE prior to his severance. In addition,EXECUTIVE shall be entitled to receive the value of employer contributions thatwould have been made on EXECUTIVE’s behalf over the remaining term of theagreement to any tax-qualified retirement plan sponsored by the BANK as of theDate of Termination. Such coverage and payments shall cease upon the expirationof twelve (12) months.
(e)     Uponthe occurrence of a Change in Control, EXECUTIVE shall be entitled to receivebenefits due him under, or contributed by the COMPANY or the BANK on his behalf,pursuant to any retirement, incentive, profit sharing, bonus, performance,disability or other employee benefit plan maintained by the BANK or the COMPANYon EXECUTIVE’s behalf to the extent that such benefits are not otherwise paid toEXECUTIVE upon a Change in Control.
(f)     Notwithstanding thepreceding paragraphs of this Section 5, in the event that the aggregate paymentsor benefits to be made or afforded to EXECUTIVE under this Section, togetherwith any other payments or benefits received or to be received by EXECUTIVE inconnection with a Change in Control, would be deemed to include an “excessparachute
 

 
payment”under Section 280G of the Code, then, at the election of EXECUTIVE, (i) suchpayments or benefits shall be payable or provided to EXECUTIVE over the minimumperiod necessary to reduce the present value of such payments or benefits to anamount which is one dollar ($1.00) less than three (3) times EXECUTIVE’s “baseamount” under Section 280G(b)(3) of the Code or (ii) the payments or benefits tobe provided under this Section 5 shall be reduced to the extent necessary toavoid treatment as an excess parachute payment with the allocation of thereduction among such payments and benefits to be determined byEXECUTIVE.
6. TERMINATION FOR DISABILITY.
(a)     IfEXECUTIVE shall become disabled as defined in the BANK’s then current disabilityplan (or, if no such plan is then in effect, if EXECUTIVE is permanently andtotally disabled within the meaning of Section 22(e)(3) of the Code asdetermined by a physician designated by the Board), the BANK may terminateEXECUTIVE’s employment for “Disability.”
(b)     UponEXECUTIVE’s termination of employment for Disability, the BANK will payEXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4)of EXECUTIVE’s bi-weekly rate of Base Salary on the effective date of suchtermination. These disability payments shall commence on the effective date ofEXECUTIVE’s termination and will end on the earlier of (i) the date EXECUTIVEreturns to the full-time employment of the BANK in the same capacity as he wasemployed prior to his termination for Disability and pursuant to an employmentagreement between EXECUTIVE and the BANK; (ii) EXECUTIVE’s full-time employmentby another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or(iv) EXECUTIVE’s death; or (v) the expiration of the term of this Agreement. Thedisability pay shall be reduced by the amount, if any, paid to EXECUTIVE underany plan of the BANK providing disability benefits to EXECUTIVE.
(c)     TheBANK will cause to be continued life, medical, dental and disability coveragesubstantially identical to the coverage maintained by the BANK for EXECUTIVEprior to his termination for Disability. This coverage and payments shall ceaseupon the earlier of (i) the date EXECUTIVE returns to the full-time employmentof the BANK, in the same capacity as he was employed prior to his terminationfor Disability and pursuant to an employment agreement between EXECUTIVE and theBANK; (ii) EXECUTIVE’s full-time employment by another employer; (iii)EXECUTIVE’s attaining the age of sixty-five (65); (iv) EXECUTIVE’s death; or (v)the expiration of the term of this Agreement.
(d)     Notwithstandingthe foregoing, there will be no reduction in the compensation otherwise payableto EXECUTIVE during any period during which EXECUTIVE is incapable of performinghis duties hereunder by reason of temporary disability.
7. TERMINATION UPON RETIREMENT; DEATH OF EXECUTIVE; RESIGNATION
Terminationby the BANK of EXECUTIVE based on “Retirement” shall mean retirement at or afterattaining age sixty-five (65) or in accordance with any retirement arrangementestablished with EXECUTIVE’s consent with respect to him. Upon termination ofEXECUTIVE
 

 
uponRetirement, EXECUTIVE shall be entitled to all benefits under any retirementplan of the BANK or the COMPANY and other plans to which EXECUTIVE is a party.Upon the death of EXECUTIVE during the term of this Agreement, the BANK shallpay to EXECUTIVE’s estate the compensation due to EXECUTIVE through the last dayof the calendar month in which his death occurred. Upon the voluntaryresignation of EXECUTIVE during the term of this Agreement, other than inconnection with an Event of Termination, the BANK shall pay to EXECUTIVE thecompensation due to EXECUTIVE through his Date of Termination.
8. TERMINATION FOR CAUSE.
Forpurposes of this Agreement, “Termination for Cause” shall include terminationbecause of EXECUTIVE’s personal dishonesty, incompetence, willful misconduct,breach of fiduciary duty involving personal profit, intentional failure toperform stated duties, willful violation of any law, rule, or regulation (otherthan traffic violations or similar offenses) or final cease-and-desist order, ormaterial breach of any provision of this Agreement. Notwithstanding theforegoing, EXECUTIVE shall not be deemed to have been terminated for Causeunless and until there shall have been delivered to him a copy of a resolutionduly adopted by the affirmative vote of not less than three-fourths (3/4) of themembers of the Board at a meeting of the Board called and held for that purpose(after reasonable notice to EXECUTIVE and an opportunity for him, together withcounsel, to be heard before the Board), finding that in the good faith opinionof the Board, EXECUTIVE was guilty of conduct justifying termination for Causeand specifying the reasons thereof. EXECUTIVE shall not have the right toreceive compensation or other benefits hereunder for any period aftertermination for Cause. Any stock options granted to EXECUTIVE under any stockoption plan or any unvested awards granted under any other stock benefit plan ofthe BANK, the COMPANY, or any subsidiary or affiliate thereof, shall become nulland void effective upon EXECUTIVE’s receipt of Notice of Termination for Causepursuant to Section 10 hereof, and shall not be exercisable by EXECUTIVE at anytime subsequent to such Termination for Cause.
9. REQUIRED PROVISIONS.
(a)     TheBOARD may terminate EXECUTIVE’s employment at any time, but any termination bythe BOARD, other than Termination for Cause, shall not prejudice EXECUTIVE’sright to compensation or other benefits under this Agreement. EXECUTIVE shallnot have the right to receive compensation or other benefits for any periodafter Termination for Cause as defined in Section 8 herein.
(b)     IfEXECUTIVE is suspended and/or temporarily prohibited from participating in theconduct of the BANK’s affairs by a notice served under Section 8(e)(3) or (g)(1)of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(3) and (g)(1)),the BANK’s obligations under the Agreement shall be suspended as of the date ofservice, unless stayed by appropriate proceedings. If the charges in the noticeare dismissed, the BANK may, in its discretion, (i) pay EXECUTIVE all or part ofthe compensation withheld while its contract obligations were suspended and (ii)reinstate (in whole or in part) any of its obligations that weresuspended.

 
(c)     IfEXECUTIVE is removed and/or permanently prohibited from participating in theconduct of the BANK’s affairs by an order issued under Section 8(e)(4) or (g)(1)of the FDIA (12 U.S.C. 1818(e)(4) or (g)(1)), all obligations of the BANK underthe Agreement shall terminate as of the effective date of the order, but vestedrights of the contracting parties shall not be affected.
(d)     Ifthe BANK is in default (as defined in Section 3(x)(1) of the FDIA), allobligations under this Agreement shall terminate as of the date of default, butthis paragraph shall not affect any vested rights of the parties.
(e)     Obligationsunder this Agreement shall terminate (except to the extent determined by theappropriate federal banking regulators that continuation of the Agreement isnecessary for the continued operation of the BANK) if compliance with the termsthereof would violate 12 CFR Part 359. Any rights of the parties that havealready vested, however, shall not be affected by such action.
(f)     Any paymentsmade to EXECUTIVE pursuant to this Agreement, or otherwise, are subject to andconditioned upon compliance with 12 U.S.C. Section 1828(k) and any regulationspromulgated thereunder.
(g)     Notwithstandinganything in this Agreement to the contrary, BANK may adjust the timing of theamounts payable pursuant to this Agreement (including but not limited toSections 4 and 5) in such a manner as BANK reasonably determines is necessary toprevent EXECUTIVE from being subject to the penalty tax provisions of Section409A of the Internal Revenue Code of 1986, as amended.
10. NOTICE.
(a)     Anypurported termination by the BANK or by EXECUTIVE shall be communicated byNotice of Termination to the other party hereto. For purposes of this Agreement,a “Notice of Termination” shall mean a written notice which shall indicate thespecific termination provision in this Agreement relied upon and shall set forthin reasonable detail the facts and circumstances claimed to provide a basis fortermination of EXECUTIVE’s employment under the provision soindicated.
(b)     “Dateof Termination” shall mean (A) if EXECUTIVE’s employment is terminated forDisability, thirty (30) days after a Notice of Termination is given (providedthat he shall not have returned to the performance of his duties on a full-timebasis during such thirty (30) day period), and (B) if his employment isterminated for any other reason, other than Termination for Cause, the datespecified in the Notice of Termination. In the event of EXECUTIVE’s Terminationfor Cause, the Date of Termination shall be the same as the date of the Noticeof Termination.
(c)     If,within thirty (30) days after any Notice of Termination is given, the partyreceiving such Notice of Termination notifies the other party that a disputeexists concerning the termination, except upon the occurrence of a Change inControl and voluntary termination by
 

 
EXECUTIVEin which case the Date of Termination shall be the date specified in the Notice,the Date of Termination shall be the date on which the dispute is finallydetermined, either by mutual written agreement of the parties, by a bindingarbitration award, or by a final judgment, order or decree of a court ofcompetent jurisdiction (the time for appeal there from having expired and noappeal having been perfected) and provided further that the Date of Terminationshall be extended by a notice of dispute only if such notice is given in goodfaith and the party giving such notice pursues the resolution of such disputewith reasonable diligence.
11. NON-COMPETITION.
(a)     Inthe event any termination of EXECUTIVE’s employment hereunder pursuant to anEvent of Termination as provided in Section 4 hereof, EXECUTIVE agrees not tocompete with the BANK and/or the COMPANY for twelve following such termination,in any city, town or county in which the BANK and/or the COMPANY has an officeor has filed an application for regulatory approval to establish an office,determined as of the effective date of such termination. In the event oftermination by EXECUTIVE of employment other than as described in Section4(a)(ii), and other than after a Change in Control, EXECUTIVE agrees not tocompete with the BANK and/or the Company for a period of one year in any city,town or county in which the BANK or the COMPANY has an office or has filed anapplication for regulatory approval to establish an office, determined as of theeffective date of termination, in consideration of the payment, quarterly inarrears, of an amount equal to the annual amount payable pursuant to thepreceding sentence. EXECUTIVE agrees that during such period and within saidcities, towns and counties, EXECUTIVE shall not work for or advise, consult orotherwise serve with, directly or indirectly, any entity whose businessmaterially competes with the depository, lending or other business activities ofthe BANK and/or the COMPANY. The parties hereto, recognizing that irreparableinjury will result to the BANK and/or the COMPANY, its business and property inthe event of EXECUTIVE’s breach of this Subsection 11(a) agree that in the eventof any such breach by EXECUTIVE, the BANK and/or the COMPANY will be entitled,in addition to any other remedies and damages available, to an injunction torestrain the violation hereof by EXECUTIVE, EXECUTIVE’s partners, agents,servants, employers, employees and all persons acting for or with EXECUTIVE.EXECUTIVE represents and admits that in the event of the termination of hisemployment pursuant to Section 4 hereof, EXECUTIVE’s experience and capabilitiesare such that EXECUTIVE can obtain employment in a business engaged in otherlines and/or of a different nature than the BANK and/or the COMPANY, and thatthe enforcement of a remedy by way of injunction will not prevent EXECUTIVE fromearning a livelihood. Nothing herein will be construed as prohibiting the BANKand/or the COMPANY from pursuing any other remedies available to the BANK and/orthe COMPANY for such breach or threatened breach, including the recovery ofdamages from EXECUTIVE.
(b)     EXECUTIVErecognizes and acknowledges that the knowledge of the business activities andplans for business activities of the BANK and affiliates thereof, as it mayexist from time to time, is a valuable, special and unique asset of the businessof the BANK. EXECUTIVE will not, during or after the term of his employment,disclose any knowledge of the past, present, planned or considered businessactivities of the BANK or affiliates thereof to any person, firm, corporation,or other entity for any reason or purpose whatsoever.
 

 
Notwithstandingthe foregoing, EXECUTIVE may disclose any knowledge of banking, financial and/oreconomic principles, concepts or ideas which are not solely and exclusivelyderived from the business plans and activities of the BANK. In the event of abreach or threatened breach by EXECUTIVE of the provisions of this Section, theBANK will be entitled to an injunction restraining EXECUTIVE from disclosing, inwhole or in part, the knowledge of the past, present, planned or consideredbusiness activities of the BANK or affiliates thereof, or from rendering anyservices to any person, firm, corporation, other entity to whom such knowledge,in whole or in part, has been disclosed or is threatened to be disclosed.Nothing herein will be construed as prohibiting the BANK from pursuing any otherremedies available to the BANK for such breach or threatened breach, includingthe recovery of damages from EXECUTIVE.
12. SOURCE OF PAYMENTS.
Allpayments provided in this Agreement shall be timely paid in cash or check fromthe general funds of the BANK. The COMPANY, however, guarantees all payments andthe provision of all amounts and benefits due hereunder to EXECUTIVE and, ifsuch payments are not timely paid or provided by the BANK, such amounts andbenefits shall be paid or provided by the COMPANY.
13. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.
ThisAgreement contains the entire understanding between the parties hereto andsupersedes any prior employment agreement between the BANK or any predecessor ofthe BANK and EXECUTIVE, except that this Agreement shall not affect or operateto reduce any benefit or compensation inuring to EXECUTIVE of a kind elsewhereprovided. No provision of this Agreement shall be interpreted to mean thatEXECUTIVE is subject to receiving fewer benefits than those available to himwithout reference to this Agreement.
14. NO ATTACHMENT.
(a)     Exceptas required by law, no right to receive payments under this Agreement shall besubject to anticipation, commutation, alienation, sale, assignment, encumbrance,charge, pledge, or hypothecation, or to execution, attachment, levy, or similarprocess or assignment by operation of law, and any attempt, voluntary orinvoluntary, to affect any such action shall be null, void, and of noeffect.
(b)     ThisAgreement shall be binding upon, and inure to the benefit of, EXECUTIVE, theBANK, the COMPANY and their respective successors and assigns.
15. MODIFICATION AND WAIVER.
(a)     ThisAgreement may not be modified or amended except by an instrument in writingsigned by the parties hereto.
(b)     No term orcondition of this Agreement shall be deemed to have been waived, nor shall thereby any estoppel against the enforcement of any provision of this Agreement,except
 

 
bywritten instrument of the party charged with such waiver or estoppel. No suchwritten waiver shall be deemed a continuing waiver unless specifically statedtherein, and each such waiver shall operate only as to the specific term orcondition waived and shall not constitute a waiver of such term or condition forthe future as to any act other than that specifically waived.
16. SEVERABILITY.
If,for any reason, any provision of this Agreement, or any part of any provision,is held invalid, such invalidity shall not affect any other provision of thisAgreement or any part of such provision not held so invalid, and each such otherprovision and part thereof shall to the full extent consistent with law continuein full force and effect.
17. HEADINGS FOR REFERENCE ONLY.
Theheadings of sections and paragraphs herein are included solely for convenienceof reference and shall not control the meaning or interpretation of any of theprovisions of this Agreement.
18. GOVERNING LAW.
ThisAgreement shall be governed by the laws of the State of Tennessee, unlessotherwise specified herein; provided, however, that in the event of a conflictbetween the terms of this Agreement and any applicable federal or state law orregulation, the provisions of such law or regulation shall prevail.
19. ARBITRATION.
Anydispute or controversy arising under or in connection with this Agreement shallbe settled exclusively by arbitration, conducted before a panel of threearbitrators sitting in a location selected by the employee within fifty milesfrom the location of the BANK, in accordance with the rules of the AmericanArbitration Association then in effect. Judgment may be entered on thearbitrator’s award in any court having jurisdiction; provided, however, thatEXECUTIVE shall be entitled to seek specific performance of his right to be paiduntil the Date of Termination during the pendency of any dispute or controversyarising under or in connection with this Agreement.
20. PAYMENT OF LEGAL FEES.
Allreasonable legal fees paid or incurred by EXECUTIVE pursuant to any dispute orquestion of interpretation relating to this Agreement shall be paid orreimbursed by the BANK, if EXECUTIVE is successful pursuant to a legal judgment,arbitration or settlement.
21. INDEMNIFICATION.
TheBANK shall provide EXECUTIVE (including his heirs, executors and administrators)with coverage under a standard directors’ and officers’ liability insurancepolicy
 

 
atits expense, or in lieu thereof, shall indemnify EXECUTIVE (and his heirs,executors and administrators) to the fullest extent permitted under law againstall expenses and liabilities reasonably incurred by him in connection with orarising out of any action, suit or proceeding in which he may be involved byreason of his having been a director or officer of the BANK (whether or not hecontinues to be a directors or officer at the time of incurring such expenses orliabilities), such expenses and liabilities to include, but not be limited to,judgment, court costs and attorneys’ fees and the cost of reasonablesettlements. The provisions of 12 C.F.R. 545.121 shall apply to the BANK’sobligations under this Section 21.
22. SUCCESSOR TO THE BANK OR THE COMPANY.
TheBANK and the COMPANY shall require any successor or assignee, whether direct orindirect, by purchase, merger, consolidation or otherwise, to all orsubstantially all the business or assets of the BANK or the COMPANY, expresslyand unconditionally to assume and agree to perform the BANK’s or the COMPANY’sobligations under this Agreement, in the same manner and to the same extent thatthe BANK or the COMPANY would be required to perform if no such succession orassignment had taken place.
INWITNESS WHEREOF, the BANK and the COMPANY have caused this Agreement to beexecuted and their seal to be affixed hereunto by a duly authorized officer, andEXECUTIVE has signed this Agreement, all on the 24thday of February, 2005.
ATTEST:
 
CAVALRY BANCORP, INC.
     
     
     
By: /s/ Marsha H. Boone
 
By: /s/ William S. Jones, EVP
     
     
     
ATTEST:
 
CAVALRY BANKING
     
     
     
By: /s/ Marsha H. Boone
 
By: /s/ William S. Jones, EVP
     
     
     
WITNESS:
 
EXECUTIVE
     
     
     
By: /s/ William S. Jones
 
/s/ James O. Sweeney
   
James O. Sweeney