First Federal Savings Bank of Iowa Amended And Restated Employee Retention Agreement
First
Federal Savings Bank of Iowa
Amended
And Restated Employee Retention Agreement
This
Agreement is made effective as of December
14, 2007 by and between First
Federal Savings Bank of Iowa,
a
federally chartered savings institution, with its principal administrative
office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (the "Bank"), and ▇▇▇▇
▇.
▇▇▇▇ (the "Executive").
Whereas,
the
Bank and the Executive are parties to an Employee Retention Agreement made
and
entered into as of the 20th day of March, 1998 ("Prior Agreement");
and
Whereas,
the
Bank and the Executive desire to amend and restate the Prior Agreement in its
entirety as set forth herein; and
Whereas,
the
Bank wishes to assure itself of the services of Executive for the period
provided in this Agreement; and
Whereas,
Executive is willing to serve in the employ of the Bank on a full-time basis
for
said period.
Now,
Therefore,
in
consideration of the mutual covenants herein contained, and upon the other
terms
and conditions hereinafter provided, the parties hereby agree as
follows:
1. POSITION
AND RESPONSIBILITIES
During
the period of his employment hereunder, Executive agrees to serve as Senior
Vice
President of the Bank. During said period, Executive also agrees to serve,
if
elected, as an officer and director of any subsidiary or affiliate of the
Bank.
2. TERMS
AND DUTIES
(a) The
period of Executive's employment under this Agreement shall begin as of the
date
first above written and shall continue for a period of thirty-six (36) full
calendar months thereafter. Prior to each anniversary date of this Agreement,
the members of the Board of Directors of the Bank ("Board") will conduct a
comprehensive performance evaluation and review of the Executive for purposes
of
determining whether to extend the Agreement, and the results thereof shall
be
included in the minutes of the Board's meeting. If the Board determines to
extend the Agreement and the Executive agrees to such extension, the Executive's
period of employment shall be extended for an additional year such that the
remaining term shall be three (3) years from the upcoming anniversary date.
If
the Board does not determine to extend the Agreement or if the Executive does
not agree to a proposed extension, the Agreement shall expire at the end of
the
term then in effect.
(b) During
the period of his employment hereunder, except for periods of absence occasioned
by illness, 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 including
activities and services related to the organization, operation and management
of
the Bank; provided, however, that, with the approval of the Board, as evidenced
by a resolution of such Board, from time to time, Executive may serve, or
continue to serve, on the boards of directors of, and hold any other offices
or
positions in, companies or organizations, which, in such Board's judgment,
will
not present any conflict of interest with the Bank, or materially adversely
affect the performance of Executive's duties pursuant to this
Agreement.
3. COMPENSATION
AND REIMBURSEMENT
(a) The
compensation specified under this Agreement shall constitute the salary and
benefits paid for the duties described in section 2(b). The Bank shall pay
Executive as compensation a salary no
less
than the rate in effect on the date of this agreement
("Base
Salary"). Such Base Salary shall be payable monthly, on the first day of each
month, or in accordance with the Bank's customary payroll practices in effect
from time to time for other similarly situated employees. During the period
of
this Agreement, Executive's Base Salary shall be reviewed at least annually.
Such review shall be conducted by a Committee designated by the Board, and
the
Board may increase Executive's Base Salary. In addition to the Base Salary
provided in this Section 3(a), the Bank shall provide Executive with all such
other benefits as are provided uniformly to full-time employees of the Bank,
subject to and upon the same terms and conditions generally applicable to
full-time employees.
(b) The
Bank
will provide Executive with employee benefit plans, arrangements and perquisites
substantially equivalent to those in which Executive was participating or
otherwise deriving benefit form immediately prior to the beginning of the term
of this Agreement. Without limiting the generality of the foregoing provisions
of this Subsection (b), Executive will be entitled to participate in or receive
benefits under any employee benefit plans including but not limited to,
retirement plans, supplemental retirement plans, pension plans, profit-sharing
plans, health-and-accident plans, medical coverage or any other employee benefit
plan or arrangement made available by the Bank in the future to its senior
executives and key management employees, subject to and on a basis consistent
with the terms, conditions and overall administration of such plans and
arrangements. Executive will be entitled to incentive compensation and bonuses
as provided in any plan of the Bank in which Executive is eligible to
participate. Nothing paid to the Executive under any such plan or arrangement
will be deemed to be in lieu of other compensation to which the Executive is
entitled under this Agreement.
4. PAYMENTS
TO EXECUTIVE UPON AN EVENT OF TERMINATION
The
provisions of this Section shall in all respects be subject to the terms and
conditions stated in Sections 7 and 14.
(a) The
provisions of this Section shall apply upon the occurrence of an Event of
Termination (as herein defined) during any portion of the Executive's term
of
employment under this Agreement that follows a Change in Control. As used in
this Agreement, an "Event of Termination" shall mean and include any termination
by the Bank of Executive's full-time employment hereunder for any reason other
than a Termination for Cause as defined in Section 6 hereof and any termination
of employment by the Executive within sixty (60) days following any material
reduction in his compensation and benefits from the levels in effect immediately
prior to the Change in Control or any material adverse change in the Executive's
position, duties, authority or terms and conditions of employment from those
in
effect immediately prior to the Change in Control. In the event of a continuing
breach of this Agreement by the Bank, the Executive shall not waive any of
his
rights under this Agreement by virtue of the fact that the Executive is engaged
in good faith discussions to resolve such breach.
(b) Upon
the
occurrence of an Event of Termination, on the Date of Termination, as defined
in
Section 7, the Bank shall pay Executive, or, in the event of his subsequent
death, his beneficiary or beneficiaries, or his estate, as the case may be,
as
severance pay or liquidated damages, or both, a sum equal to the greater of
the
payments due for the remaining term of the Agreement or 3 times the average
of
aggregate of the Executive's Base Salary plus bonus and other cash compensation
paid to, plus the amount of all determinable contributions made to or under
any
employee benefit plan on behalf of, the Executive by the Bank during the period
of five (5) years ending on the Date of Termination; provided, however, that
if
the Bank is not in compliance with its minimum capital requirements or if such
payments would cause the Bank's capital to be reduced below its minimum capital
requirements, such payments shall be deferred until such time as the Bank is
in
capital compliance.
(c) Upon
the
occurrence of an Event of Termination, the Bank will cause to be continued
life,
medical, dental and disability coverage substantially identical to the coverage
maintained by the Bank for Executive prior to his termination, provided that
such benefits shall not be provided in the event they should constitute an
unsafe or unsound banking practice relating to executive compensation and
employment contracts pursuant to 12 C.F.R. (S)(S) 563.39 and 563.161, as is
now
or hereafter in effect. Such coverage shall cease upon the expiration of
thirty-six (36) full calendar months following the Date of
Termination.
(d) Upon
the
occurrence of an Event of Termination, Executive will be entitled to any
benefits granted to him pursuant to any stock option plan of the Bank or
Company.
(e) Upon
the
occurrence of an Event of Termination, the Executive will be entitled to any
benefits awarded to him under any restricted stock plan of the Bank or the
Company.
(f) Notwithstanding
the preceding paragraphs of this Section 4, in the event that the Executive
receives payments in the nature of compensation (whether or not pursuant to
this
Agreement) that are subject to the tax imposed under section 4999 of the
Internal Revenue Code of 1986, as amended ("Code") or the corresponding
provision of any succeeding law ("Parachute Tax"), then:
(i) if,
by
reducing the payments and benefits provided for in this Agreement, the aggregate
payments in the nature of compensation may be reduced to a level at which the
Parachute Tax is imposed, such payments shall be reduced to the maximum amount
which may be provided without resulting in the imposition of a Parachute Tax;
and
(ii) in
all
other cases, the payments and benefits provided hereunder shall not be
affected.
The
applicability of any reduction under Section 4(f)(i) and the amount and manner
of such reduction shall be determined by a firm of independent certified public
accountants selected by the Bank which shall, in determining the manner of
any
reduction, consult with and take into accounts the preferences of the
Executive.
(g) Notwithstanding
the foregoing, there will be no reduction in the compensation otherwise payable
to Executive during any period which Executive is incapable of performing his
duties hereunder by reason of temporary disability.
(h) Any
payments made to Executive pursuant to this Agreement or otherwise, are subject
to and conditioned upon their compliance with 12.U.S.C. (S) 1818(k) and any
regulations promulgated thereunder.
5. CHANGE
IN CONTROL
(a) No
benefit shall be payable under Section 4 unless there shall have been a Change
in Control of the Bank or North Central Bancshares, Inc., an Iowa corporation
of
which the Bank is a subsidiary (the "Company"), as set forth below. For purposes
of this Agreement, a "Change in Control" of the Bank or Company shall
mean:
(i) approval
by the stockholders of the Bank of a transaction that would result in the
reorganization, merger or consolidation of the Bank with one or more other
persons, other than a transaction following which:
(A) at
least
51% of the equity ownership interests of the entity resulting from such
transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) in substantially the same relative proportions by
persons who, immediately prior to such transaction, beneficially owned (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51%
of
the outstanding equity ownership interests in the Bank; and
(B) at
least
51% of the securities entitled to vote generally in the election of directors
of
the entity resulting from such transaction are beneficially owned (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially
the
same relative proportions by persons who, immediately prior to such transaction,
beneficially owned (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) at least 51% of the securities entitled to vote generally in
the
election of directors of the Bank;
(ii) the
acquisition of all or substantially all of the assets of the Bank or beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act)
of 20% or more of the outstanding securities of the Bank entitled to vote
generally in the election of directors by any person or by any persons acting
in
concert, or approval by the stockholders of the Bank of any transaction which
would result in such an acquisition; or
(iii) a
complete liquidation or dissolution of the Bank, or approval by the stockholders
of the Bank of a plan for such liquidation or dissolution; or
(iv) the
occurrence of any event if, immediately following such event, at least 50%
of
the members of the board of directors of the Bank do not belong to any of the
following groups:
(A) individuals
who were members of the Board of the Bank on the date of this Agreement;
or
(B) individuals
who first became members of the Board of the Bank after the date of this
Agreement either:
(I) upon
election to serve as a member of the Board of the Bank by affirmative vote
of
three-quarters of the members of such board, or of a nominating committee
thereof, in office at the time of such first election; or
(II) provided,
however, that such individual's election or nomination did not result from
an
actual or threatened election contest (within the meaning of Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents (within the meaning of Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) other than by or on behalf
of
the Board of the Bank;
(v) any
event
which would be described in Section 5(a)(i), (ii), (iii) or (iv) if the term
"Company" were substituted for the term "Bank" therein.
(b) In
no
event, however, shall a Change of Control be deemed to have occurred as a result
of any acquisition of securities or assets of the Bank, the Company, or any
affiliate or subsidiary of either of them, by the Bank, the Company or any
affiliate or subsidiary of either of them, or by any employee benefit plan
maintained by any of them. For purposes of this section 5 the term "person"
shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of
the
Exchange Act.
6. TERMINATION
FOR CAUSE
The
term
"Termination for Cause" shall mean termination because of the Executive's
personal dishonesty, incompetence, willful misconduct, any breach of fiduciary
duty involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule, or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order, or material breach of
any
provision of this Agreement. In determining incompetence, the acts or omissions
shall be measured against standards generally prevailing in the savings
institutions industry. For purposes of this paragraph, no act or failure to
act
on the part of the Executive shall be considered "willful" unless done, or
omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's action or omission was in the best interest of
the
Bank. Notwithstanding the foregoing, Executive shall not be deemed to have
been
Terminated for Cause unless and until there shall have been delivered to him
a
copy of a resolution duly adopted by the affirmative vote of not less than
three-fourths of the members 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 with counsel, to be heard before the Board), finding that
in
the good faith opinion of the board, Executive was guilty of conduct justifying
Termination for Cause and specifying the particulars thereof in detail. The
Executive shall not have the right to receive compensation or other benefits
for
any period after Termination for Cause. Any stock options granted to Executive
under any stock option plan of the Bank, the Company or any subsidiary thereof,
shall become null and void effective upon Executive's receipt of Notice of
Termination for Cause pursuant to Section 7 hereof, and shall not be exercisable
by Executive at any time subsequent to such Termination for Cause.
7. NOTICE
(a) Any
purported termination by the Bank or by Executive shall be communicated by
Notice of Termination to the other party hereto. For purposes of this Agreement,
a "Notice of Termination" shall mean a written notice which shall indicate
the
specific termination provision in this Agreement relied upon and shall set
forth
in reasonable detail the facts and circumstances claimed to provide a basis
for
termination of Executive's employment under the provision so
indicated.
(b) "Date
of
Termination" shall mean the date specified in the Notice of Termination, which
shall in no event be later than the date on which the Notice of Termination
is
personally delivered by the notifying party to the other party or five (5)
days
after the date on which such Notice of Termination is mailed by certified mail,
return receipt requested, to the other party.
(c) If,
within thirty (30) days after any Notice of Termination is given, the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, except upon the occurrence of Termination
for
Cause in 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
finally determined, either by mutual written agreement of the parties, by a
binding arbitration award, or by a final judgment, order or decree of an court
of competent jurisdiction (the time for appeal having expired and no appear
having been perfected); provided however, that the Date of Termination shall
be
extended by a notice of dispute only if such notice is given in good faith
and
the party giving such notice pursues the resolution of such dispute with
reasonable diligence. Notwithstanding the pendency of any such dispute, the
Bank
will continue to pay Executive his full compensation in effect when the notice
giving rise to the dispute was given (including, but not limited to, Base
Salary) and continue Executive as a participant in all compensation, benefit
and
insurance plans in which he was participating when the notice of dispute was
given, until the dispute is finally resolved in accordance with this Agreement,
provided such dispute is resolved within nine months after the Date of
Termination specified in the Notice of Termination; notwithstanding the
foregoing no compensation or benefits shall be paid to Executive in the event
the Executive is Terminated for Cause. In the event that such Termination for
Cause is found to have been wrongful or such dispute is otherwise decided in
Executive's favor, the Executive shall be entitled to receive all compensation
and benefits which accrued for up to a period of nine months after the
Termination for Cause. If such dispute is not resolved within such nine-month
period, the Bank shall not be obligated, upon final resolution of such dispute,
to pay Executive compensation and other payments accruing more than nine months
from the Date of the Termination specified in the Notice of Termination. Amounts
paid under this Section are in addition to all other amounts due under this
Agreement and shall not be offset against or reduce any other amounts due under
this Agreement.
8. POST-TERMINATION
OBLIGATIONS
(a) All
payments and benefits to Executive under this Agreement shall be subject to
Executive's compliance with paragraph (b) of this Section 8 during the term
of
this Agreement and for 3 full years after the expiration or termination
hereof.
(b) Executive
shall, upon reasonable notice, furnish such information and assistance to the
Bank as may reasonably be required by the Bank in connection with any litigation
in which it or any of its subsidiaries or affiliates is, or may become, a party;
provided, however, that the Executive shall be reimbursed by the Bank for all
of
the reasonable costs which he incurs in complying with this Section 8(b).
9. NON-COMPETITION
(a) Executive
agrees not to compete with the Bank and/or the Company during the term of his
employment hereunder and for a period of one (1) year following his Date of
Termination in any city, town or county in which the Bank, the Company, or
a
subsidiary of the Bank of the Company has an office or other physical location
or has filed an application of regulatory approval to establish an office,
determined as of the effective date of such termination, except as agreed to
pursuant to a resolution duly adopted by the Board. Executive agrees that during
such period and within said cities, towns and counties, Executive shall not
work
for or advise, consult or otherwise serve with, directly or indirectly, any
entity whose business materially competes with the depository, lending or other
business activities of the Bank and/or the Company. The parties hereto,
recognizing that irreparable injury will result to the Bank and/or the Company,
its business and property in the event of Executive's breach of this Subsection
9(a) agree that in the event of 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 to restrain the violation hereof by Executive,
Executive's partners, agents, servants, employers, employees and all persons
acting for or with Executive. Nothing herein will be construed as prohibiting
the Bank and/or the Company from pursuing any other remedies available to the
Bank and/or the Company for such breach or threatened breach, including the
recovery of damages from Executive.
(b) Executive
recognizes and acknowledges that the knowledge of the business activities and
plans for business activities of the Bank and affiliates thereof, as it may
exist from time to time, is a valuable, special and unique asset of the business
of the Bank. Executive will not, during or after the term of his employment,
disclose any knowledge of the past, present, planned or considered business
activities of the Bank or affiliates thereof to any person, firm, corporation,
or other entity for any reason or purpose whatsoever. Notwithstanding the
foregoing, Executive may disclose any knowledge of banking, financial and/or
economic principles, concepts or ideas which are not solely and exclusively
derived from the business plans and activities of the Bank, and Executive may
disclose any information regarding the Bank or the Company which is otherwise
publicly available. In the event of a breach or threatened breach by the
Executive of the Provisions of this Section 9, the Bank will be entitled to
an
injunction restraining Executive from disclosing, in whole or in part, the
knowledge of the past, present, planned or considered business activities of
the
Bank or affiliates thereof, or from rendering any services 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 other remedies available to the Bank
for
such breach or threatened breach, including the recovery of damages from
Executive.
10. SOURCE
OF PAYMENTS
All
payments provided in this Agreement shall be timely paid in cash or check from
the general funds of the Bank.
11. EFFECT
ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS
This
Agreement contains the entire understanding between the parties hereto and
supersedes any prior employment agreement between the Bank or any predecessor
of
the Bank and Executive, except that this Agreement shall not affect or operate
to reduce any benefit or compensation inuring to the Executive of a kind
elsewhere provided. No provision of this Agreement shall be interpreted to
mean
that Executive is subject to receiving fewer benefits that those available
to
him without reference to this Agreement.
12. NO
ATTACHMENT
(a) Except
as
required by law, no right to receive payments under this Agreement shall be
subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
charge, pledge, or hypothecation, or to execution, attachment, levy, or similar
process or assignment by operation of law, and any attempt, voluntary or
involuntary, to affect any such action shall be null, void, and of no
effect.
(b) This
Agreement shall be binding upon, and inure to the benefit of, Executive and
the
Bank and their respective successors and assigns.
13. MODIFICATION
AND WAIVER
(a) This
Agreement may not be modified or amended except by an instrument in writing
signed by the parties hereto.
(b) No
term
or condition of this Agreement shall be deemed to have been waived, nor shall
there be any estoppel against the enforcement of any provision of this
Agreement, except by written instrument of the party charged with such wavier
or
estoppel. No such written waiver shall be deemed a continuing waiver unless
specifically stated therein, and each such waiver shall operate only as to
the
specific term or condition waived and shall not constitute a waiver of such
term
or condition for the future as to any act other than that specifically
waived.
14. REQUIRED
PROVISIONS
(a) The
Bank
may terminate the Executive's employment at any time, but any termination by
the
Bank, other than Termination for Cause, shall not prejudice Executive's right
(if applicable) 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 6 herein
above.
(b) If
the
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) (12 U.S.C. (S)(S) 1818(e)(3)) or 8(g) (12 U.S.C. (S) 1818(g))
of
the Federal Deposit Insurance Act, as amended by the Financial Institutions
Reform, Recovery and Enforcement Act of 1989, the Bank's obligations under
this
contract 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 the Executive all or part of the compensation
withheld while their contract obligations were suspended and (ii) reinstate
(in
whole or in part) any of the obligations which were suspended.
(c) If
the
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) (12 U.S.C.
(S)(S) 1818(e)) or 8(g)(12 U.S.C. (S) 1818(g)) of the Federal Deposit Insurance
Act, as amended by the Financial Institutions Reform, Recovery and Enforcement
Act of 1989, all obligations of the Bank under this contract 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) (12 U.S.C. (S) 1813(x)(1)) of
the
Federal Deposit Insurance Act, as amended by the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, all obligations of the Bank under this
contract shall terminate as of the date of default, but this paragraph shall
not
affect any vested rights of the contracting parties.
(e) All
obligations of the Bank under this contract shall be terminated, except to
the
extent determined that continuation of the contract is necessary for the
continued operation of the institution, (i) by the Federal Deposit Insurance
Corporation ("FDIC"), at the time FDIC enters into an agreement to provide
assistance to or on behalf of the Bank under the authority contained in Section
13(c) (12 U.S.C. (S) 1823(c)) of the Federal Deposit Insurance Act, as amended
by the Financial Institutions Reform, Recovery and Enforcement Act of 1989;
or
(ii) by the Office of Thrift Supervision ("OTS") at the time the OTS or its
District Director approves a supervisory merger to resolve problems related
to
the operations of the Bank or when the Bank is determined by the OTS or FDIC
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.
15. SECTION
409A OF THE INTERNAL REVENUE CODE
▇▇.
▇▇▇▇
and the Bank acknowledge that each of the payments and benefits promised to
▇▇.
▇▇▇▇ under this Agreement must either comply with the requirements of Section
409A of the Code ("Section 409A") and the regulations thereunder or qualify
for
an exception from compliance. To that end, ▇▇. ▇▇▇▇ and the Bank agree that
the
welfare benefits provided in kind under section 4(c) are intended to be exempt
from Section 409A as welfare benefits pursuant to Treasury Regulation Section
1.409A-1(a)(5) and/or as benefits not includible in gross income. In the case
of
a payment that is not exempt from Section 409A, the payment shall not be made
prior to, and shall, if necessary, be deferred (with interest at the annual
rate
of 6%, compounded monthly from the date of ▇▇. ▇▇▇▇’▇ termination of employment
to the date of actual payment) to and paid on the later of the earliest date
on
which ▇▇. ▇▇▇▇ experiences a separation from service (within the meaning of
Treasury Regulation Section 1.409A-1(h)) and, if ▇▇. ▇▇▇▇ is a specified
employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) on
the
date of his separation from service, the first day of the seventh month
following ▇▇. ▇▇▇▇’▇ separation from service. Furthermore, this Agreement shall
be construed and administered in such manner as shall be necessary to effect
compliance with Section 409A and shall be subject to amendment in the future,
in
such manner as the Bank may deem necessary or appropriate to effect such
compliance; provided that any such amendment shall preserve for ▇▇. ▇▇▇▇ the
present value of the payments due under this Agreement.
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 this
Agreement or any part of such provision not held so invalid, and each such
other
provision and part thereof shall to the full extent consistent with law continue
in full force and effect.
17. HEADINGS
FOR REFERENCE ONLY
The
headings of sections and paragraphs herein are included solely for convenience
of reference and shall not control the meaning or interpretation of any of
the
provisions of this Agreement.
18. GOVERNING
LAW
This
Agreement shall be governed by the laws of the State of Iowa, but only to the
extent not superseded by federal law.
19. ARBITRATION
Any
dispute or controversy arising under or in connection with this Agreement may
be
settled by arbitration in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award
in
any court having jurisdiction; provided, however, that Executive shall be
entitled to seek specific performance of his right to be paid until the Date
of
Termination during the pendency of any dispute or controversy arising under
or
in connection with this Agreement.
20. INDEMNIFICATION
The
Bank
shall provide Executive (including his heirs, executors and administrators)
with
coverage under a standard directors' and officers' liability insurance policy
at
its expense, or in lieu thereof, shall indemnify Executive (and his heirs,
executors and administrator) to the fullest extent permitted under federal
law
against all expenses and liabilities reasonably incurred by him in connection
with or arising out of any action, suit or proceeding in which me may be
involved by reason of his having been a director or officer of the Bank (whether
or not he continued to be a director or officer at the time of incurring such
expenses or liabilities), such expenses and liabilities to include, but not
be
limited to, judgments, court costs and attorneys' fees and the cost of
reasonable settlements (such settlements must be approved by the Board of
Directors of the Bank). If such action, suit or proceeding is brought against
Executive in his capacity as an officer or director of the Bank, however, such
indemnification shall not extend to matters as to which Executive is finally
adjudged to be liable for willful misconduct in the performance of his duties.
No Indemnification shall be paid that would violate 12 U.S.C. 1828(k) or any
regulations promulgated thereunder, or 12 C.F.R. 544.122.
21. SUCCESSOR
TO THE BANK
The
Bank
shall require any successor or assignee, whether direct or indirect, by
purchase, merger, consolidation or otherwise, to all or substantially all the
business or assets of the Bank or the Company, expressly and unconditionally
to
assume and agree to perform the Bank's obligations under this Agreement, in
the
same manner and the same extent that the Bank would be required to perform
if no
such succession or assignment had taken place.
SIGNATURES
In
Witness Whereof,
the
Bank has caused this Agreement to be executed and their seals to be affixed
hereunto by its duly authorized officer, and the Executive has signed this
Agreement, on the day and date first above written.
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ATTEST:
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First
Federal Savings Bank of Iowa
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BY:
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BY:
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Secretary
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Name: ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
President and CEO
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[SEAL]
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WITNESS
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EXECUTIVE
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BY:
/s/ ▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇
CFO
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BY:
/s/ ▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇
Senior
Vice President
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| STATE OF IOWA | ): |
| ) ss.: | |
| COUNTY OF ▇▇▇▇▇▇▇ | ) |
On
this
___________ day of ___________________________, before me personally came ▇▇▇▇
▇. ▇▇▇▇, to me known, and known to me to be the individual described in the
foregoing instrument, who, being by me duly sworn, did depose and say that
he
resides at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and that he signed
his name to the foregoing instrument.
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Notary
Public
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| STATE OF IOWA | ): |
| )ss.: | |
| COUNTY OF ▇▇▇▇▇▇▇ | ) |
On
this
_____________ day of _________________________, before me personally came
____________________________, to me known, who, being by me duly sworn, did
depose and say that he resides at
___________________________________________________, that he is the
_______________________________ of First Federal Savings Bank of Iowa, the
savings bank described in and which executed the foregoing instrument; that
he
knows the seal of said savings bank; that the seal affixed to said instrument
is
such seal; that it was so affixed by order of the Board of Directors of said
savings bank; and that he signed his name thereto by like order.
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Notary
Public
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