FORM OF DELANCO FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENT
Exhibit
10.7
FORM
OF
DELANCO
FEDERAL SAVINGS BANK
THIS
AGREEMENT
(the
“Agreement”), made this _____ day of _____________, 200_, by and between
DELANCO
FEDERAL SAVINGS BANK,
a
federally chartered savings bank (the “Bank”), and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the
“Executive”).
WHEREAS,
Executive
serves in a position of substantial responsibility; and
WHEREAS,
the
Bank
wishes to assure Executive’s services for the term of this Agreement;
and
WHEREAS,
Executive
is willing to serve in the employ of the Bank during the term of this
Agreement.
NOW,
THEREFORE, in
consideration of the mutual covenants contained in this Agreement, and upon
the
other terms and conditions provided for in this Agreement, the parties hereby
agree as follows:
1. Employment.
The
Bank
will employ Executive as President and Chief Executive Officer until October
1,
2007. After that time, Executive shall remain employed as Vice Chairman.
Executive will perform all duties and shall have all powers commonly incident
to
his position, or which, consistent with his position, the Board of Directors
of
the Bank (the “Board”) delegates to Executive. Executive also agrees to serve,
if elected, as an officer and/or director of any subsidiary or affiliate of
the
Bank and to carry out the duties and responsibilities reasonably appropriate
to
those offices.
2. Location
and Facilities.
The Bank
will furnish Executive with the working facilities and staff customary for
executive officers with the titles and duties set forth in Section 1 and as
are
necessary for him to perform his duties. The location of such facilities and
staff shall be at the principal administrative offices of the Bank, or at such
other site or sites customary for such offices.
3. Term.
|
a.
|
The
term of this Agreement shall include: (i) the initial term, consisting
of
the period commencing on the date of this Agreement (the “Effective Date”)
and ending on the third anniversary of the Effective Date, plus (ii)
any
and all extensions of the initial term made pursuant to this Section
3.
|
|
b.
|
Commencing
on the first anniversary of the Effective Date and continuing on
each
anniversary of the Effective Date thereafter, the disinterested members
of
the Board may extend the Agreement term for an additional year, so
that
the remaining term of the Agreement again becomes thirty-six (36)
months,
unless Executive elects not to extend the term of this Agreement
by giving
written notice in accordance with Section 18 of this Agreement. The
Board
will review the Agreement and Executive’s performance annually for
purposes of determining whether to extend the Agreement term and
will
include the rationale and results of its review in the minutes of
its
meeting. The Board will notify Executive as soon as possible after
its
annual review whether it has determined to extend the
Agreement.
|
4. Base
Compensation.
|
a.
|
For
his services as President and Chief Executive Officer, the Bank agrees
to
pay Executive an annual base salary at the rate of $110,000
per year, payable in accordance with customary payroll practices.
Following October 1, 2007, the Board shall adjust Executive’s annual base
salary downward to reflect his new duties and
responsibilities.
|
|
b.
|
During
the term of this Agreement, the Board will review the level of Executive’s
base salary at least annually, based upon factors deemed relevant,
in
order to determine Executive’s base salary through the remaining term of
the Agreement.
|
5. Bonuses.
Executive will participate in discretionary bonuses or other incentive
compensation programs that the Bank may sponsor for or award from time to time
to senior management employees.
6. Benefit
Plans.
Executive will participate in life insurance, medical, dental, pension, profit
sharing, retirement and stock-based compensation plans and other programs and
arrangements that the Bank may sponsor or maintain for the benefit of its
employees.
7. Vacations
and Leave.
|
a.
|
Executive
may take vacations and other leave in accordance with the Bank’s policy
for senior executives, or otherwise as approved by the
Board.
|
|
b.
|
In
addition to paid vacations and other leave, the Board may grant Executive
a leave or leaves of absence, with or without pay, at such time or
times
and upon such terms and conditions as the Board, in its discretion,
may
determine.
|
8. Expense
Payments and Reimbursements.
The
Bank
will reimburse Executive for all reasonable out-of-pocket business expenses
incurred in connection with his services under this Agreement upon
substantiation of such expenses in accordance with applicable policies of the
Bank.
9. Loyalty
and Confidentiality.
|
a.
|
During
the term of this Agreement, Executive will devote all his business
time,
attention, skill, and efforts to the faithful performance of his
duties
under this Agreement; provided, however, that from time to time,
Executive
may serve on the boards of directors of, and hold any other offices
or
positions in, companies or organizations that will not present any
conflict of interest with the Bank or any of its subsidiaries or
affiliates, unfavorably affect the performance of Executive’s duties
pursuant to this Agreement, or violate any applicable statute or
regulation. Executive will not engage in any business or activity
contrary
to the business affairs or interests of the Bank or any of its
subsidiaries or affiliates.
|
|
b.
|
Nothing
contained in this Agreement will prevent or limit Executive’s right to
invest in the capital stock or other securities or interests of any
business dissimilar from that of the Bank, or, solely as a passive,
minority investor, in any business.
|
2
|
c.
|
Executive
agrees to maintain the confidentiality of any and all information
concerning the operations or financial status of the Bank; the names
or
addresses of any of its borrowers, depositors and other customers;
any
information concerning or obtained from such customers; and any other
information concerning the Bank or its subsidiaries or affiliates
to which
he may be exposed during the course of his employment. Executive
further
agrees that, unless required by law or specifically permitted by
the Board
in writing, he will not disclose to any person or entity, either
during or
subsequent to his employment, any of the above-mentioned information
which
is not generally known to the public, nor will he use the information
in
any way other than for the benefit of the
Bank.
|
10. Termination
and Termination Pay.
Subject
to Section 11 of this Agreement, Executive’s employment under this Agreement may
be terminated in the following circumstances:
|
a.
|
Death.
Executive’s employment under this Agreement will terminate upon his death
during the term of this Agreement, in which event Executive’s estate will
receive the compensation due to Executive through the last day of
the
calendar month in which his death
occurred.
|
|
b.
|
Retirement.
This Agreement will terminate upon Executive’s retirement under the
retirement benefit plan or plans in which he participates pursuant
to
Section 6 of this Agreement or
otherwise.
|
| c. |
Disability.
|
|
i.
|
The
Board or Executive may terminate Executive’s employment after having
determined Executive has a Disability. For purposes of this Agreement,
“Disability” means a physical or mental infirmity that impairs Executive’s
ability to substantially perform his duties under this Agreement
and
results in Executive becoming eligible for long-term disability benefits
under any long-term disability plans of the Bank (or, if no such
plans
exist, that impairs Executive’s ability to substantially perform his
duties under this Agreement for a period of one hundred eighty (180)
consecutive days). The Board will determine whether or not Executive
is
and continues to be permanently disabled for purposes of this Agreement
in
good faith, based upon competent medical advice and other factors
that the
Board reasonably believes to be relevant. As a condition to any benefits,
the Board may require Executive to submit to physical or mental
evaluations and tests as the Board or its medical experts deem reasonably
appropriate.
|
|
ii.
|
In
the event of his Disability, Executive will no longer be obligated
to
perform services under this Agreement. The Bank will pay Executive,
as
Disability pay, an amount equal to one hundred percent (100%) of
Executive’s rate of base salary in effect as of the date of his
termination of employment due to Disability. The Bank will make Disability
payments on a monthly basis commencing on the first day of the month
following the effective date of Executive’s termination of employment due
to Disability and ending on the earlier of: (A) the date he returns
to
full-time employment at the Bank in the same capacity as he was employed
prior to his termination for Disability; (B) his death; (C) his attainment
of age 65 or (D) the date this Agreement would have expired had
Executive’s employment not terminated by reason of Disability. The Bank
will reduce Disability payments by the amount of any short- or long-term
disability benefits payable to Executive under any other disability
programs sponsored by the Bank. In addition, during any period of
Executive’s Disability, the Bank will continue to provide Executive and
his dependents, to the greatest extent possible, with continued coverage
under all benefit plans (including, without limitation, retirement
plans
and medical, dental and life insurance plans) in which Executive
and/or
his dependents participated prior to his Disability on the same terms
as
if he remained actively employed by the
Bank.
|
3
| d. |
Termination
for Cause.
|
|
i.
|
The
Board may, by written notice to Executive in the form and manner
specified
in this paragraph, immediately terminate his employment at any time
for
“Cause.” Executive shall have no right to receive compensation or other
benefits for any period after termination for Cause, except for already
vested benefits. Termination for Cause shall mean termination because
of,
in the good faith determination of the Board, Executive’s:
|
|
(1)
|
Personal
dishonesty;
|
|
(2)
|
Incompetence;
|
|
(3)
|
Willful
misconduct;
|
|
(4)
|
Breach
of fiduciary duty involving personal
profit;
|
|
(5)
|
Intentional
failure to perform stated duties;
|
|
(6)
|
Willful
violation of any law, rule or regulation (other than traffic violations
or
similar offenses) or final cease-and-desist order;
or
|
|
(7)
|
Material
breach of any provision of this
Agreement.
|
|
ii.
|
Notwithstanding
the foregoing, Executive’s termination for Cause will not become effective
unless the Bank has delivered to Executive a copy of a resolution
duly
adopted by the affirmative vote of a majority of the entire membership
of
the Board, at a meeting of the Board called and held for the purpose
of
finding that, in the good faith opinion of the Board (after reasonable
notice to Executive and an opportunity for Executive to be heard
before
the Board with counsel), Executive was guilty of the conduct described
above and specifying the particulars of this
conduct.
|
|
e.
|
Voluntary
Termination by Executive.
In addition to his other rights to terminate under this Agreement,
Executive may voluntarily terminate employment during the term of
this
Agreement upon at least sixty (60) days prior written notice to the
Board.
Upon Executive’s voluntary termination, he will receive only his
compensation and vested rights and benefits through the date of his
termination. Following his voluntary termination of employment under
this
Section 10(e), Executive will be subject to the restrictions set
forth in
Section 10(g) of this Agreement for a period of one (1) year from
his
termination date.
|
|
f.
|
Without
Cause or With Good Reason.
|
|
i.
|
In
addition to termination pursuant to Sections 10(a) through 10(e),
the
Board may, by written notice to Executive, immediately terminate
his
employment at any time for a reason other than Cause (a termination
“Without Cause”) and Executive may, by written notice to the Board,
immediately terminate this Agreement at any time within ninety (90)
days
following an event constituting “Good Reason,” as defined below (a
termination “With Good Reason”).
|
4
|
ii.
|
Subject
to Section 11 of this Agreement, in the event of termination under
this
Section 10(f), Executive will receive his base salary as of his
termination date for the remaining term of the Agreement, with such
amount
paid in one lump sum within ten (10) calendar days of his termination.
Executive will also continue to participate in any benefit plans
of the
Bank that provide medical, dental and life insurance coverage for
the
remaining term of the Agreement, under terms and conditions no less
favorable than the most favorable terms and conditions provided to
senior
executives of the Bank during the same period. If the Bank cannot
provide
such coverage because Executive is no longer an employee, the Bank
will
provide Executive with comparable coverage on an individual policy
basis
or the cash equivalent.
|
|
iii.
|
“Good
Reason” exists if, without Executive’s express written consent, the Bank
materially breaches any of its obligations under this Agreement.
Without
limitation, such a material breach will occur upon any of the
following:
|
|
(1)
|
A
material reduction in Executive’s responsibilities or authority in
connection with his employment with the Bank (other than a reduction
resulting from the change in Executive’s position described in Section 1
of this Agreement);
|
|
(2)
|
Assignment
to Executive of duties of a non-executive nature or duties for which
he is
not reasonably equipped by his skills and experience (excluding any
change
in duties resulting from the change in Executive’s position described in
Section 1 of this Agreement);
|
|
(3)
|
Failure
of Executive to be nominated or renominated to the Board to the extent
Executive is a Board member prior to the Effective Date;
|
|
(4)
|
A
reduction in salary or benefits contrary to the terms of this Agreement
(other than a reduction resulting from the change in Executive’s position
described in Sections 1 and 4 of this Agreement), or, following a
Change
in Control as defined in Section 11 of this Agreement, any reduction
in
salary or material reduction in benefits below the amounts Executive
was
entitled to receive prior to the Change in
Control;
|
|
(5)
|
Termination
of incentive and benefit plans, programs or arrangements, or reduction
of
Executive’s participation, that is not applicable to other similarly
situated participants and to such an extent as to materially reduce
their
aggregate value below their aggregate value as of the Effective Date;
|
|
(6)
|
A
requirement that Executive relocate his principal business office
or his
principal place of residence outside of the area consisting of a
thirty-five (35) mile radius from the current main office and any
branch
of the Bank, or the assignment to Executive of duties that would
reasonably require such a relocation;
or
|
| (7) |
Liquidation
or dissolution of the Bank.
|
5
|
iv.
|
Notwithstanding
the foregoing, a reduction or elimination of Executive’s benefits under
one or more benefit plans, programs or arrangements maintained by
the Bank
as part of a good faith, overall reduction or elimination of such
plans or
benefits, applicable to all participants in a manner that does not
discriminate against Executive (except as such discrimination may
be
necessary to comply with law), will not constitute an event of Good
Reason
or a material breach of this Agreement, provided that benefits of
the same
type or to the same general extent as those offered under such plans
prior
to the reduction or elimination are not available to other officers
of the
Bank or any affiliate under a plan or plans in or under which Executive
is
not entitled to participate.
|
|
g.
|
Continuing
Covenant Not to Compete or Interfere with Relationships.
Regardless of anything herein to the contrary, following a termination
by
the Bank or Executive pursuant to Section 10(e) or
10(f):
|
|
i.
|
Executive’s
obligations under Section 9(c) of this Agreement will continue in
effect;
and
|
|
ii.
|
During
the period ending on the first anniversary of such termination, Executive
will not serve as an officer, director or employee of any bank holding
company, bank, savings association, savings and loan holding company,
mortgage company or other financial institution that offers products
or
services competing with those offered by the Bank from any office
within
thirty-five (35) miles from the main office or any branch of the
Bank and,
further, Executive will not interfere with the relationship of the
Bank,
its subsidiaries or affiliates and any of their employees, agents,
or
representatives.
|
|
h.
|
To
the extent Executive is a member of the Board on the date of termination
of employment with the Bank, Executive will resign from the Board
immediately following such termination of employment with the Bank.
Executive will be obligated to tender this resignation regardless
of the
method or manner of termination, and such resignation will not be
conditioned upon any event or
payment.
|
11. Termination
in Connection with a Change in Control.
|
a.
|
For
purposes of this Agreement, a “Change in Control” means any of the
following events:
|
|
i.
|
Merger:
Delanco Bancorp, Inc. (the “Company”) merges into or consolidates with
another entity, or merges another corporation into the Company, and
as a
result, less than a majority of the combined voting power of the
resulting
corporation immediately after the merger or consolidation is held
by
persons who were stockholders of the Company immediately before the
merger
or consolidation;
|
|
ii.
|
Acquisition
of Significant Share Ownership:
There is filed, or is required to be filed, a report on Schedule
13D or
another form or schedule (other than Schedule 13G) required under
Sections
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended,
if the
schedule discloses that the filing person or persons acting in concert
has
or have become the beneficial owner of 25% or more of a class of
the
Company’s voting securities, but this clause (ii) shall not apply to
beneficial ownership of Company voting shares held in a fiduciary
capacity
by an entity of which the Company directly or indirectly beneficially
owns
50% or more of its outstanding voting
securities;
|
6
| iii. |
Change
in Board Composition:
During any period of two consecutive years, individuals who constitute
the
Company’s Board of Directors at the beginning of the two-year period cease
for any reason to constitute at least a majority of the Company’s Board of
Directors; provided, however, that for purposes of this clause (iii),
each
director who is first elected by the board (or first nominated by
the
board for election by the members) by a vote of at least two-thirds
(2/3)
of the directors who were directors at the beginning of the two-year
period shall be deemed to have also been a director at the beginning
of
such period; or
|
| iv. |
Sale
of Assets:
The Company or the Bank sells to a third party all or substantially
all of
its assets.
|
|
Notwithstanding
anything in this Agreement to the contrary, in no event shall the
conversion of the Bank’s mutual holding company parent, Delanco MHC, from
mutual to stock form, i.e., a “second step conversion,” constitute a
“Change in Control” for purposes of this
Agreement.
|
|
b.
|
Termination.
If within the period ending one year after a Change in Control, (i)
the
Bank terminates Executive’s employment without Cause, or (ii) Executive
voluntarily terminates his employment With Good Reason, the Bank
will,
within ten calendar days of the termination of Executive’s employment,
make a lump-sum cash payment to him equal to three times Executive’s
average taxable compensation (as reported on Form W-2) over the five
(5)
most recently completed calendar years (or years of employment, annualized
for partial years of employment, if less than five), ending with
the year
immediately preceding the effective date of the Change in Control.
The
cash payment made under this Section 11(b) shall be made in lieu
of any
payment also required under Section 10(f) of this Agreement because
of
Executive’s termination of employment; however, Executive’s rights under
Section 10(f) are not otherwise affected by this Section 11. Following
termination of employment, executive will also continue to participate
in
any benefit plans of the Bank that provide medical, dental and life
insurance coverage upon terms no less favorable than the most favorable
terms provided to senior executives. If the Bank cannot provide such
coverage because Executive is no longer an employee, the Bank will
provide
Executive with comparable coverage on an individual basis or the
cash
equivalent. The medical, dental and life insurance coverage provided
under
this Section 11(b) shall cease upon the earlier of: (i) Executive’s death;
(ii) Executive’s employment by another employer other than one of which he
is the majority owner; or (iii) thirty-six (36) months after his
termination of employment.
|
|
c.
|
The
provisions of Section 11 and Sections 13 through 25, including the
defined
terms used in such sections, shall continue in effect until the later
of
the expiration of this Agreement or one year following a Change in
Control.
|
12. Indemnification
and Liability Insurance.
|
a.
|
Indemnification.
The Bank agrees to indemnify Executive (and his heirs, executors,
and
administrators), and to advance expenses related to this indemnification,
to the fullest extent permitted under applicable law and regulations
against any and all expenses and liabilities that Executive reasonably
incurs in connection with or arising out of any action, suit, or
proceeding in which he may be involved by reason of his service as
an
officer or director of the Bank or any of its subsidiaries or affiliates
(whether or not he continues to be an officer or director at the
time of
incurring any such expenses or liabilities). Covered expenses and
liabilities include, but are not limited to, judgments, court costs,
and
attorneys’ fees and the costs of reasonable settlements, subject to Board
approval, if the action is brought against Executive in his capacity
as an
officer or director of the Bank or any of its subsidiaries.
Indemnification for expenses will not extend to matters related to
Executive’s termination for Cause. Notwithstanding anything in this
Section 12(a) to the contrary, the Bank will not be required to provide
indemnification prohibited by applicable law or regulation. The
obligations of this Section 12 will survive the term of this Agreement
by
a period of six (6) years.
|
7
|
b.
|
Insurance.
During the period for which the Bank must indemnify Executive, the
Bank
will provide Executive (and his heirs, executors, and administrators)
with
coverage under a directors’ and officers’ liability policy at the Bank’s
expense, that is at least equivalent to the coverage provided to
directors
and senior executives of the Bank.
|
13. Reimbursement
of Executive’s Expenses to Enforce this Agreement.
The
Bank
will reimburse Executive for all out-of-pocket expenses, including, without
limitation, reasonable attorneys’ fees, incurred by Executive in connection with
his successful enforcement of the Bank’s obligations under this Agreement.
Successful enforcement means the grant of an award of money or the requirement
that the Bank take some specified action: (i) as a result of court order; or
(ii) otherwise following an initial failure of the Bank to pay money or take
action promptly following receipt of a written demand from Executive stating
the
reason that the Bank must make payment or take action under this
Agreement.
14. Limitation
of Benefits Under Certain Circumstances.
If
the
payments and benefits pursuant to Section 11 of this Agreement, either alone
or
together with other payments and benefits Executive has the right to receive
from the Bank, would constitute a “parachute payment” under Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”), the payments and
benefits pursuant to Section 11 shall be reduced or revised, in the manner
determined by Executive, by the amount, if any, which is the minimum necessary
to result in no portion of the payments and benefits under Section 11 being
non-deductible to the Bank pursuant to Section 280G of the Code and subject
to
the excise tax imposed under Section 4999 of the Code. The Bank’s independent
public accountants will determine any reduction in the payments and benefits
to
be made pursuant to Section 11; the Bank will pay for the accountant’s opinion.
If the Bank and/or Executive do not agree with the accountant’s opinion, the
Bank will pay to Executive the maximum amount of payments and benefits pursuant
to Section 11, as selected by Executive, that the opinion indicates have a
high
probability of not causing any of the payments and benefits to be non-deductible
to the Bank and subject to the excise tax imposed under Section 4999 of the
Code. The Bank may also request, and Executive has the right to demand that
the
Bank request, a ruling from the IRS as to whether the disputed payments and
benefits pursuant to Section 11 have such tax consequences. The Bank will
promptly prepare and file the request for a ruling from the IRS, but in no
event
will the Bank make this filing later than thirty (30) days from the date of
the
accountant’s opinion referred to above. The request will be subject to
Executive’s approval prior to filing; Executive shall not unreasonably withhold
his approval. The Bank and Executive agree to be bound by any ruling received
from the IRS and to make appropriate payments to each other to reflect any
IRS
rulings, together with interest at the applicable federal rate provided for
in
Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result
in a reduction of any payments or benefits to which Executive may be entitled
upon termination of employment other than pursuant to Section 11 hereof, or
a
reduction in the payments and benefits specified in Section 11, below
zero.
15. Injunctive
Relief.
Upon
a
breach or threatened breach of Section 10(g) of this Agreement or the
prohibitions upon disclosure contained in Section 9(c) of this Agreement, the
parties agree that there is no adequate remedy at law for such breach, and
the
Bank shall be entitled to injunctive relief restraining Executive from such
breach or threatened breach, but such relief shall not be the exclusive remedy
for a breach of this Agreement. The parties further agree that Executive,
without limitation, may seek injunctive relief to enforce the obligations of
the
Bank under this Agreement.
8
16. Successors
and Assigns.
|
a.
|
This
Agreement shall inure to the benefit of and be binding upon any corporate
or other successor of the Bank which shall acquire, directly or
indirectly, by merger, consolidation, purchase or otherwise, all
or
substantially all of the assets or stock of the
Bank.
|
|
b.
|
Since
the Bank is contracting for the unique and personal skills of Executive,
Executive shall not assign or delegate his rights or duties under
this
Agreement without first obtaining the written consent of the
Bank.
|
17. No
Mitigation.
Executive
shall not be required to mitigate the amount of any payment provided for in
this
Agreement by seeking other employment or otherwise and no such payment shall
be
offset or reduced by the amount of any compensation or benefits provided to
Executive in any subsequent employment.
18. Notices.
All
notices, requests, demands and other communications in connection with this
Agreement shall be made in writing and shall be deemed to have been given when
delivered by hand or 48 hours after mailing at any general or branch United
States Post Office, by registered or certified mail, postage prepaid, addressed
to the Bank at its principal business office and to Executive at his home
address as maintained in the records of the Bank.
19. No
Plan Created by this Agreement.
Executive
and the Bank expressly declare and agree that this Agreement was negotiated
among them and that no provision or provisions of this Agreement are intended
to, or shall be deemed to, create any plan for purposes of the Employee
Retirement Income Security Act of 1974 (“ERISA”) or any other law or regulation,
and each party expressly waives any right to assert the contrary. Any assertion
in any judicial or administrative filing, hearing, or process that an ERISA
plan
was created by this Agreement shall be deemed a material breach of this
Agreement by the party making the assertion.
20. Amendments.
No
amendments or additions to this Agreement shall be binding unless made in
writing and signed by all of the parties, except as herein otherwise
specifically provided.
21. Applicable
Law.
Except
to the extent preempted by federal law, the laws of the State of New Jersey
shall govern this Agreement in all respects, whether as to its validity,
construction, capacity, performance or otherwise.
22. Severability.
The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any one provision shall not affect the validity or
enforceability of the other provisions of this Agreement.
23. Headings.
Headings
contained in this Agreement are for convenience of reference only.
9
24. Entire
Agreement.
This
Agreement, together with any modifications subsequently agreed to in writing
by
the parties, shall constitute the entire agreement among the parties with
respect to the foregoing subject matter, other than written agreements
applicable to specific plans, programs or arrangements described in Sections
5
and 6.
25. Required
Provisions.
In the
event any of the foregoing provisions of this Agreement conflict with the terms
of this Section 25, this Section 25 shall prevail.
| a. |
The
Bank’s Board of Directors may terminate Executive’s employment at any
time, but any termination by the Bank, other than termination for
Cause,
shall not prejudice Executive’s right to compensation or other benefits
under this Agreement. Executive shall not have the right to receive
compensation or other benefits for any period after termination for
Cause
as defined in Section 10(d) of this
Agreement.
|
|
b.
|
If
Executive is suspended from office and/or temporarily prohibited
from
participating in the conduct of the Bank’s affairs by a notice served
under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance
Act, 12
U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this
Agreement shall be suspended as of the date of service, unless stayed
by
appropriate proceedings. If the charges in the notice are dismissed,
the
Bank may, in its discretion: (i) pay Executive all or part of the
compensation withheld while its contract obligations were suspended;
and
(ii) reinstate (in whole or in part) any of the obligations which
were
suspended.
|
|
c.
|
If
Executive is removed and/or permanently prohibited from participating
in
the conduct of the Bank’s affairs by an order issued under Section 8(e)(4)
or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section
1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement
shall terminate as of the effective date of the order, but vested
rights
of the contracting parties shall not be
affected.
|
|
d.
|
If
the Bank is in default as defined in Section 3(x)(1) of the Federal
Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations
under
this Agreement shall terminate as of the date of default, but this
paragraph shall not affect any vested rights of the contracting
parties.
|
|
e.
|
All
obligations under this Agreement shall terminate, except to the extent
determined that continuation of the Agreement is necessary for the
continued operation of the institution: (i) by the Director of the
Office
of Thrift Supervision (OTS), or his designee, at the time the Federal
Deposit Insurance Corporation (FDIC) enters into an agreement to
provide
assistance to or on behalf of the Bank under the authority contained
in
Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section
1823(c), or (ii) by the Director of the OTS (or his designee) at
the time
the Director (or his designee) approves a supervisory merger to resolve
problems related to the operations of the Bank or when the Bank is
determined by the Director to be in an unsafe or unsound condition.
Any
rights of the parties that have already vested, however, shall not
be
affected by such action.
|
| f. |
Any
payments made to Executive pursuant to this Agreement, or otherwise,
are
subject to and conditioned upon their compliance with 12 U.S.C. Section
1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute
and
Indemnification Payments.
|
10
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement on ____________, 200__.
|
ATTEST:
|
DELANCO
FEDERAL SAVINGS BANK
|
||
|
|
By:
|
||
|
Witness |
For
the Entire Board of
Directors
|
||
|
WITNESS:
|
EXECUTIVE
|
||
|
By:
|
|||
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|||
11