Exhibit 10.14 Employment Agreement between C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and North
Central Bancshares, Inc.
NORTH CENTRAL BANCSHARES, INC.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of March
29, 2005 by and between NORTH CENTRAL BANCSHARES, INC., a publicly held business
corporation organized and operating under the laws of the State of Iowa and
having an office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ("Holding
Company") and C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, an individual residing at ▇▇▇▇ ▇ ▇▇▇▇ ▇▇.,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ 50501("▇▇. ▇▇▇▇▇▇▇▇▇").
W I T N E S S E T H :
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WHEREAS, ▇▇. ▇▇▇▇▇▇▇▇▇ currently serves First Federal Savings Bank of Fort
Dodge ("Bank") in the capacity of President and Chief Operating Officer; and
WHEREAS, the Bank is a wholly owned subsidiary of the Holding Company; and
WHEREAS, the Holding Company desires to employ ▇▇. ▇▇▇▇▇▇▇▇▇ in the
capacity of Executive Vice President and desires to assure for itself the
services of ▇▇. ▇▇▇▇▇▇▇▇▇ for the period provided in this Agreement; and
WHEREAS, ▇▇. ▇▇▇▇▇▇▇▇▇ is willing to continue to serve the Holding Company
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and conditions hereinafter set forth, the Holding Company and ▇▇. ▇▇▇▇▇▇▇▇▇
hereby agree as follows:
Section 1. Employment.
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The Holding Company agrees to continue to employ ▇▇. ▇▇▇▇▇▇▇▇▇, and ▇▇.
▇▇▇▇▇▇▇▇▇ hereby agrees to such continued employment, during the period and upon
the terms and conditions set forth in this Agreement.
Section 2. Employment Period; Remaining Unexpired Employment Period.
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(a) The terms and conditions of this Agreement shall be and remain in
effect during the period of employment established under this section 2
("Employment Period"). The Employment Period shall be for an initial term of
three years beginning on the date of this Agreement. Prior to the first
anniversary of the date of this Agreement and on each anniversary date
thereafter (each, an "Anniversary Date"), the Board of Directors of the Holding
Company ("Board") shall review the terms of this Agreement and ▇▇. ▇▇▇▇▇▇▇▇▇'▇
performance of services hereunder and may, in the absence of objection from ▇▇.
▇▇▇▇▇▇▇▇▇, approve an extension of the Employment Agreement. In such event, the
Employment Agreement shall be extended to the third anniversary of the relevant
Anniversary Date.
(b) For all purposes of this Agreement, the term "Remaining Unexpired
Employment Period" as of any date shall mean the period beginning on such date
and ending on the Anniversary Date on which the Employment Period (as extended
pursuant to section 2(a) of this Agreement) is then scheduled to expire. (c)
Nothing in this Agreement shall be deemed to prohibit the Holding Company at any
time from terminating ▇▇. ▇▇▇▇▇▇▇▇▇'▇ employment during the Employment Period
with or without notice for any reason; provided, however, that the relative
rights and obligations of the Holding Company and ▇▇. ▇▇▇▇▇▇▇▇▇ in the event of
any such termination shall be determined under this Agreement.
Section 3. Duties.
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▇▇. ▇▇▇▇▇▇▇▇▇ shall serve as Executive Vice President of the Holding
Company, having such power, authority and responsibility and performing such
duties as are prescribed by or under the By-Laws of the Holding Company and as
are customarily associated with such position. ▇▇. ▇▇▇▇▇▇▇▇▇ shall devote his
full business time and attention (other than during weekends, holidays, approved
vacation periods, and periods of illness or approved leaves of absence) to the
business and affairs of the Holding Company and shall use his best efforts to
advance the interests of the Holding Company.
Section 4. Cash Compensation.
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In consideration for the services to be rendered by ▇▇. ▇▇▇▇▇▇▇▇▇
hereunder, the Holding Company shall pay to him a salary no less than the rate
in effect on the date of this agreement, payable in approximately equal
installments in accordance with the Holding Company's customary payroll
practices for senior officers. At least annually during the Employment Period,
the Board shall review ▇▇. ▇▇▇▇▇▇▇▇▇'▇ annual rate of salary and may, in its
discretion, approve an increase therein. In addition to salary, ▇▇. ▇▇▇▇▇▇▇▇▇
may receive other cash compensation from the Holding Company for services
hereunder at such times, in such amounts and on such terms and conditions as the
Board may determine from time to time.
Section 5. Employee Benefit Plans and Programs.
-----------------------------------
During the Employment Period, ▇▇. ▇▇▇▇▇▇▇▇▇ shall be treated as an employee
of the Holding Company and shall be eligible to participate in and receive
benefits under any and all qualified or non-qualified retirement, pension,
savings, profit-sharing or stock bonus plans, any and all group life, health
(including hospitalization, medical and major medical), dental, accident and
long-term disability insurance plans, and any other employee benefit and
compensation plans (including, but not limited to, any incentive compensation
plans or programs, stock option and appreciation rights plans and restricted
stock plans) as may from time to time be maintained by, or cover employees of,
the Holding Company, in accordance with the terms and conditions of such
employee benefit plans and programs and compensation plans and programs and
consistent with the Holding Company's customary practices.
Section 6. Indemnification and Insurance.
-----------------------------
(a) During the Employment Period and until the expiration of the time
provided by law for the commencement of any judicial or administrative
proceeding on the basis of such service, the Holding Company shall cause ▇▇.
▇▇▇▇▇▇▇▇▇ to be covered by and named as an insured under any policy or contract
of insurance obtained by it to insure its directors and officers against
personal liability for acts or omissions in connection with service as an
officer or director of the Holding Company or service in other capacities at the
request of the Holding Company. The coverage provided to ▇▇. ▇▇▇▇▇▇▇▇▇ pursuant
to this section 6 shall be of the same scope and on the same terms and
conditions as the coverage (if any) provided to other officers or directors of
the Holding Company.
(b) To the maximum extent permitted under applicable law, during the
Employment Period and until the expiration of the time provided by law for the
commencement of any judicial or administrative proceeding on the basis of such
service, the Holding Company shall indemnify, and shall cause its subsidiaries
and affiliates to indemnify ▇▇. ▇▇▇▇▇▇▇▇▇ against and hold him harmless from any
costs, liabilities, losses and exposures to the fullest extent and on the most
favorable terms and conditions that similar indemnification is offered to any
director or officer of the Holding Company or any subsidiary or affiliate
thereof. This section 6(b) shall not be applicable where section 19 is
applicable. [No indemnification shall be paid that would violate 12 U.S.C.
1828(k) or any regulations promulgated thereunder, or 12 C.F.R. 545.121.]
Section 7. Outside Activities.
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▇▇. ▇▇▇▇▇▇▇▇▇ may serve as a member of the boards of directors of such
business, community and charitable organizations as he may disclose to and as
may be approved by the Board (which approval shall not be unreasonably
withheld); provided, however, that such service shall not materially interfere
with the performance of his duties under this Agreement. ▇▇. ▇▇▇▇▇▇▇▇▇ may also
engage in personal business and investment activities which do not materially
interfere with the performance of his duties hereunder, provided, however, that
such activities are not prohibited under any code of conduct or investment or
securities trading policy established by the Holding Company and generally
applicable to all similarly situated executives. ▇▇. ▇▇▇▇▇▇▇▇▇ may also serve as
an officer or director of the Bank on such terms and conditions as the Holding
Company and the Bank may mutually agree upon, and such service shall not be
deemed to materially interfere with ▇▇. ▇▇▇▇▇▇▇▇▇'▇ performance of his duties
hereunder or otherwise result in a material breach of this Agreement.
Section 8. Working Facilities and Expenses.
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▇▇. ▇▇▇▇▇▇▇▇▇'▇ principal place of employment shall be at the
Holding Company's executive offices at the address first above written, or at
such other location within ▇▇▇▇▇▇▇ County, Iowa at which the Holding Company
shall maintain its principal executive offices, or at such other location as the
Holding Company and ▇▇. ▇▇▇▇▇▇▇▇▇ may mutually agree upon. The Holding Company
shall provide ▇▇. ▇▇▇▇▇▇▇▇▇ at his principal place of employment with a private
office,
secretarial services, and other support services and facilities suitable to his
position with the Holding Company and necessary or appropriate in connection
with the performance of his assigned duties under this Agreement. The Holding
Company shall provide to ▇▇. ▇▇▇▇▇▇▇▇▇ for his exclusive use an automobile owned
or leased by the Holding Company and appropriate to his position, to be used in
the performance of his duties hereunder, including commuting to and from his
personal residence. The Holding Company shall reimburse ▇▇. ▇▇▇▇▇▇▇▇▇ for his
ordinary and necessary business expenses, including, without limitation, all
expenses associated with his business use of the aforementioned automobile, fees
for memberships in such clubs and organizations as ▇▇. ▇▇▇▇▇▇▇▇▇ and the Holding
Company shall mutually agree are necessary and appropriate for business
purposes, and his travel and entertainment expenses incurred in connection with
the performance of his duties under this Agreement, in each case upon
presentation to the Holding Company of an itemized account of such expenses in
such form as the Holding Company may reasonably require.
Section 9. Termination of Employment with Severance Benefits
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(a) ▇▇. ▇▇▇▇▇▇▇▇▇ shall be entitled to the severance benefits described
herein in the event that his employment with the Holding Company terminates
during the Employment Period under any of the following circumstances:
(i) ▇▇. ▇▇▇▇▇▇▇▇▇'▇ voluntary resignation from employment with the
Holding Company within ninety (90) days following:
(A) the failure of the Board to appoint or re-appoint or elect or
re-elect ▇▇. ▇▇▇▇▇▇▇▇▇ to the office of Executive Vice President (or a
more senior office) of the Holding Company;
(B) the failure of the stockholders of the Holding Company to
elect or re-elect ▇▇. ▇▇▇▇▇▇▇▇▇ or the failure of the Board (or the
nominating committee thereof) to nominate ▇▇. ▇▇▇▇▇▇▇▇▇ for such
election or re-election;
(C) the expiration of a thirty (30) day period following the date
on which ▇▇. ▇▇▇▇▇▇▇▇▇ gives written notice to the Holding Company of
its material failure, whether by amendment of the Holding Company's
Articles of Incorporation or By-laws, action of the Board or the
Holding Company's stockholders or otherwise, to vest in ▇▇. ▇▇▇▇▇▇▇▇▇
the functions, duties, or responsibilities prescribed in section 3 of
this Agreement, unless, during such thirty (30) day period, the
Holding Company fully cures such failure in a manner determined by ▇▇.
▇▇▇▇▇▇▇▇▇, in his discretion, to be satisfactory; or
(D) the expiration of a thirty (30) day period following the date
on which ▇▇. ▇▇▇▇▇▇▇▇▇ gives written notice to the Holding Company of
its material breach of any term, condition or covenant contained in
this Agreement (including, without limitation any reduction of ▇▇.
▇▇▇▇▇▇▇▇▇'▇ rate of base salary in effect from time to time and any
change in the terms and conditions of any compensation or benefit
program in which ▇▇. ▇▇▇▇▇▇▇▇▇ participates which, either individually
or together with other changes, has a material adverse effect on the
aggregate value of his total compensation package), unless, during
such thirty (30) day period, the Holding Company fully cures such
failure; or
(ii) the termination of ▇▇. ▇▇▇▇▇▇▇▇▇'▇ employment with the
Holding Company for any other reason not described in section 10(a).
In such event, then, the Holding Company shall provide the benefits and pay to
▇▇. ▇▇▇▇▇▇▇▇▇ the amounts described in section 9(b).
(b) Upon the termination of ▇▇. ▇▇▇▇▇▇▇▇▇'▇ employment with the Holding
Company under circumstances described in section 9(a) of this Agreement, the
Holding Company shall pay and provide to ▇▇. ▇▇▇▇▇▇▇▇▇ (or, in the event of his
death, to his estate):
(i) his earned but unpaid compensation as of the date of the
termination of his employment with the Holding Company, such payment to be
made at the time and in the manner prescribed by law applicable to the
payment of wages but in no event later than thirty (30) days after
termination of employment;
(ii) the benefits, if any, to which he is entitled as a former
employee under the employee benefit plans and programs and compensation
plans and programs maintained for the benefit of the Holding Company's
officers and employees;
(iii) continued group life, health (including hospitalization, medical
and major medical), dental, accident and long-term disability insurance
benefits, in addition to that provided pursuant to section 9(b)(ii), and
after taking into account the coverage provided by any subsequent employer,
if and to the extent necessary to provide for ▇▇. ▇▇▇▇▇▇▇▇▇, for the
Remaining Unexpired Employment Period, coverage equivalent to the coverage
to which be would have been entitled under such plans (as in effect on the
date of his termination of employment, or, if his termination of employment
occurs after a Change of Control, on the date of such Change of Control,
whichever benefits are greater), if he had continued working for the
Holding Company during the Remaining Unexpired Employment Period at the
highest annual rate of compensation achieved during that portion of the
Employment Period which is prior to ▇▇. ▇▇▇▇▇▇▇▇▇'▇ termination of
employment with the Holding Company;
(iv) within thirty (30) days following his termination of employment
with the Holding Company, a lump sum payment, in an amount equal to the
present value of the salary that ▇▇. ▇▇▇▇▇▇▇▇▇ would have earned if he had
continued working for the Holding Company during the Remaining Unexpired
Employment Period at the highest annual rate of salary achieved during that
portion of the Employment Period which is prior to ▇▇. ▇▇▇▇▇▇▇▇▇'▇
termination of employment with the Holding Company, where such present
value is to be determined using a discount rate equal to the applicable
short-term federal rate prescribed under section 1274(d) of the Internal
Revenue Code of 1986 ("Code"), compounded using the compounding period
corresponding to the Holding Company's regular payroll periods for its
officers, such lump sum to be paid in lieu of all other payments of salary
provided for under this Agreement in respect of the period following any
such termination;
(v) within thirty (30) days following his termination of employment
with the Holding Company, a lump sum payment in an amount equal to the
product of (A) the Bank's "normal cost" for its tax-qualified defined
benefit plan for the most recently completed fiscal year of the plan
(expressed as a percentage of the compensation recognized in the plan's
benefit formula and determined by, or on the basis of information furnished
by, the plan's actuary, multiplied by (B) the amount payable under section
9(b)(iv); where such present values are to be determined using the
mortality tables prescribed under section 415(b)(2)(E)(v) of the Code and a
discount rate, compounded monthly, equal to the annualized rate of interest
prescribed by the Pension Benefit Guaranty Corporation for the valuation of
immediate annuities payable under terminating single-employer defined
benefit plans for the month in which ▇▇. ▇▇▇▇▇▇▇▇▇'▇ termination of
employment occurs ("Applicable PBGC Rate");
(vi) within thirty (30) days following his termination of employment
with the Holding Company, a lump sum payment in an amount equal to the
present value of the additional employer contributions (or if greater in
the case of a leveraged employee stock ownership plan or similar
arrangement, the additional assets allocable to him through debt service,
based on the fair market value of such assets at termination of employment)
to which he would have been entitled under any and all qualified and
non-qualified defined contribution plans maintained by, or covering
employees of, the Holding Company, if he were 100% vested thereunder and
had continued working for the Holding Company during the Remaining
Unexpired Employment Period at the highest annual rate of compensation
achieved during that portion of the Employment Period which is prior to ▇▇.
▇▇▇▇▇▇▇▇▇'▇ termination of employment with the Holding Company, and making
the maximum amount of employee contributions, if any, required under such
plan or plans, such present value to be determined on the basis of a
discount rate, compounded using the compounding period that corresponds to
the frequency with which employer contributions are made to the relevant
plan, equal to the Applicable PBGC Rate;
(vii) the payments that would have been made to ▇▇. ▇▇▇▇▇▇▇▇▇ under
any cash bonus or long-term or short-term cash incentive compensation plan
maintained by, or covering employees of, the Holding Company if he had
continued working for the Holding Company during the Remaining Unexpired
Employment Period and had earned the maximum bonus or incentive award in
each calendar year that ends during the Remaining Unexpired Employment
Period, each annual payment to be equal to the product of:
(A) the maximum percentage rate at which an award was ever
available to ▇▇. ▇▇▇▇▇▇▇▇▇ under such incentive compensation plan;
multiplied by
(B) the salary that would have been paid to ▇▇. ▇▇▇▇▇▇▇▇▇ during
each such calendar year at the highest annual rate of salary achieved
during that portion of the Employment Period which is prior to ▇▇.
▇▇▇▇▇▇▇▇▇'▇ termination of employment with the Holding Company;
where such payments are to be made (without discounting for early
payment) within thirty (30) days following ▇▇. ▇▇▇▇▇▇▇▇▇'▇ termination
of employment;
(viii) at the election of the Holding Company made within thirty (30)
days following his termination of employment with the Holding Company, upon
the surrender of options or appreciation rights issued to ▇▇. ▇▇▇▇▇▇▇▇▇
under any stock option and appreciation rights plan or program maintained
by, or covering employees of, the Holding Company, a lump sum payment in an
amount equal to the product of:
(A) the excess of (I) the fair market value of a share of stock
of the same class as the stock subject to the option or appreciation
right, determined as of the date of termination of employment, over
(II) the exercise price per share for such option or appreciation
right, as specified in or under the relevant plan, or program;
multiplied by
(B) the number of shares with respect to which options or
appreciation rights are being surrendered.
For purposes of this section 9(b)(viii) and for purposes of determining ▇▇.
▇▇▇▇▇▇▇▇▇'▇ right following his termination of employment with the Holding
Company to exercise any options or appreciation rights not surrendered
pursuant hereto, ▇▇. ▇▇▇▇▇▇▇▇▇ shall be deemed fully vested in all options
and appreciation rights under any stock option or appreciation rights plan
or program maintained by, or covering employees of, the Holding Company,
even if he is not vested under such plan or program;
(ix) at the election of the Holding Company made within thirty (30)
days following ▇▇. ▇▇▇▇▇▇▇▇▇'▇ termination of employment with the Holding
Company, upon the surrender of any shares awarded to ▇▇. ▇▇▇▇▇▇▇▇▇ under
any restricted stock plan maintained by, or covering employees of, the
Holding Company, a lump sum payment in an amount equal to the product of:
(A) the fair market value of a share of stock of the same class
of stock granted under such plan, determined as of the date of ▇▇.
▇▇▇▇▇▇▇▇▇'▇ termination of employment; multiplied by
(B) the number of shares which are being surrendered. For
purposes of this section 9(b)(ix) and for purposes of determining ▇▇.
▇▇▇▇▇▇▇▇▇'▇ right following his termination of employment with the
Holding Company to any stock not surrendered pursuant hereto, ▇▇.
▇▇▇▇▇▇▇▇▇ shall be deemed fully vested in all shares awarded under any
restricted stock plan maintained by, or covering employees of, the
Holding Company, even if he is not vested under such plan.
The Holding Company and ▇▇. ▇▇▇▇▇▇▇▇▇ hereby stipulate that the damages which
may be incurred by ▇▇. ▇▇▇▇▇▇▇▇▇ following any such termination of employment
are not capable of accurate measurement as of the date first above written and
that the payments and benefits contemplated by this section 9(b) constitute
reasonable damages under the circumstances and shall be payable without any
requirement of proof of actual damage and without regard to ▇▇. ▇▇▇▇▇▇▇▇▇'▇
efforts, if any, to mitigate damages. The Holding Company and ▇▇. ▇▇▇▇▇▇▇▇▇
further agree that the Holding Company may condition the payments and benefits
(if any) due under sections 9(b)(iii), (iv), (v), (vi) and (vii) on the receipt
of ▇▇. ▇▇▇▇▇▇▇▇▇'▇ resignation from any and all positions which he holds as an
officer, director or committee member with respect to the Holding Company, the
Bank or any subsidiary or affiliate of either of them.
Section 10. Termination without Additional Holding Company Liability.
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(a) In the event that ▇▇. ▇▇▇▇▇▇▇▇▇'▇ employment with the Holding Company
shall terminate during the Employment Period on account of:
(i) the discharge of ▇▇. ▇▇▇▇▇▇▇▇▇ for "cause," which, for purposes of
this Agreement shall mean personal dishonesty, incompetence, willful
misconduct, 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 any material breach of this Agreement, in each
case as measured against standards generally prevailing at the relevant
time in the savings and community banking industry; provided, however, that
▇▇. ▇▇▇▇▇▇▇▇▇ shall not be deemed to have been discharged for cause unless
and until he shall have received a written notice of termination from the
Board, accompanied by a resolution duly adopted by affirmative vote of a
majority of the entire Board at a meeting called and held for such purpose
(after reasonable notice to ▇▇. ▇▇▇▇▇▇▇▇▇ and a reasonable opportunity for
▇▇. ▇▇▇▇▇▇▇▇▇ to make oral and written presentations to the members of the
Board, on his own behalf, or through a representative, who may be his legal
counsel, to refute the grounds for the proposed determination) finding that
in the good faith opinion of the Board grounds exist for discharging ▇▇.
▇▇▇▇▇▇▇▇▇ for cause; or
(ii) ▇▇. ▇▇▇▇▇▇▇▇▇'▇ voluntary resignation from employment with the
Bank for reasons other than those specified in section 9(a)(i);
(iii) ▇▇. ▇▇▇▇▇▇▇▇▇'▇ death; or
(vi) a determination that ▇▇. ▇▇▇▇▇▇▇▇▇ is eligible for long-term
disability benefits under the Bank's long-term disability insurance program
or, if there is no such program, under the federal Social Security Act;
then the Holding Company shall have no further obligations under this Agreement,
other than the payment to ▇▇. ▇▇▇▇▇▇▇▇▇ (or, in the event of his death, to his
estate) of his unearned but unpaid compensation as of the date of the
termination of his employment, and the provision of such other benefits, if any,
to which he is entitled as a former employee under the employee benefit plans
and programs and compensation plans and programs maintained by, or covering
employees of, the Holding Company.
Section 11. Termination Upon or Following a Change of Control.
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(a) A Change of Control of the Holding Company ("Change of Control") shall
be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Holding Company of a
transaction that would result in the reorganization, merger or
consolidation of the Holding Company 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 Holding Company;
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 Holding Company;
(ii) the acquisition of all or substantially all of the assets of the
Holding Company or beneficial ownership (within the meaning of Rule l3d-3
promulgated under the Exchange Act) of 20% or more of the outstanding
securities of the Holding Company 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 Holding Company of any transaction
which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the Holding Company, or
approval by the stockholders of the Holding Company 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 Holding
Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Holding
Company on the date of this Agreement; or
(B) individuals who first became members of the Board of the
Holding Company after the date of this Agreement either:
(I) upon election to serve as a member of the Board of the
Holding Company 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) upon election by the stockholders of the Holding
Company to serve as a member of the Board of the Holding Company,
but only if nominated for election by affirmative vote of
three-quarters of the members of the Board of the Holding
Company, or of a nominating committee thereof, in office at the
time of such first nomination;
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 Holding Company; or
(v) any event which would be described in section 11(a)(i), (ii),
(iii) or (iv) if the term "Bank" were substituted for the term "Holding
Company" therein.
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 Holding Company, the
Bank, or any affiliate or subsidiary of either of them, by the Holding Company,
the Bank, 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 11(a), the
term "person" shall have the meaning assigned to it under sections 13(d)(3) or
14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, ▇▇. ▇▇▇▇▇▇▇▇▇ shall be entitled to
the payments and benefits contemplated by section 9(b) in the event of his
termination employment with the Holding Company under any of the circumstances
described in section 9(a) of this Agreement or under any of the following
circumstances:
(i) resignation, voluntary or otherwise, by ▇▇. ▇▇▇▇▇▇▇▇▇ at any time
during the Employment Period and within ninety (90) days following his
demotion, loss of title, office or significant authority or responsibility,
or following any reduction in any element of his package of compensation
and benefits;
(ii) resignation, voluntary or otherwise, by ▇▇. ▇▇▇▇▇▇▇▇▇ at any time
during the Employment Period and within ninety (90) days following any
relocation of his principal place of employment or any change in working
conditions at such principal place of employment which is embarrassing,
derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by ▇▇. ▇▇▇▇▇▇▇▇▇ at any
time during the Employment Period following the failure of any successor to
the Holding Company in the Change of Control to include ▇▇. ▇▇▇▇▇▇▇▇▇ in
any compensation or benefit program maintained by it or covering any of its
executive officers, unless ▇▇. ▇▇▇▇▇▇▇▇▇ is already covered by a
substantially similar plan of the Holding Company which is at least as
favorable to him; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever
following the expiration of a transition period of thirty days beginning on
the effective date of the Change of Control (or such longer period, not to
exceed ninety (90) days beginning on the effective date of the Change in
Control, as the Bank or its successor may reasonably request) to facilitate
a transfer of management responsibilities.
Section 12. Maximum Limitations on Severance Benefits.
-----------------------------------------
Notwithstanding anything in this Agreement to the contrary, in the event
that the payments provided to ▇▇. ▇▇▇▇▇▇▇▇▇ (or in the event of his death, to
his estate) under this Agreement constitutes an "excess parachute payment" under
section 280G of the Code, such payments shall be limited to the lesser of the
following:
(a) 2.99 times his average compensation (including salary, bonuses, amounts
contributed on behalf of ▇▇. ▇▇▇▇▇▇▇▇▇ to any employee benefit plans and
programs and compensation plans and programs maintained for the benefit of the
Holding Company's officers and employees and any other cash or non-cash
compensation paid to ▇▇. ▇▇▇▇▇▇▇▇▇) for the period of five taxable years ending
immediately prior to his termination of employment; or
(b) whichever of the following amounts yields the larger net payment to ▇▇.
▇▇▇▇▇▇▇▇▇, after provision for the tax (if any) imposed under section 4999 of
the Code;
(i) the amount determined under section 12(a); or
(ii) the maximum amount (if any) which may be paid to ▇▇. ▇▇▇▇▇▇▇▇▇
hereunder without giving rise to any tax under section 4999 of the Code;
as determined by ▇▇. ▇▇▇▇▇▇▇▇▇ in his sole discretion.
Section 13. Covenant Not to Compete.
-----------------------
▇▇. ▇▇▇▇▇▇▇▇▇ hereby covenants and agrees that, in the event of his
termination of employment with the Holding Company prior to the expiration of
the Employment Period, for a period of one (1) year following the date of his
termination of employment with the Holding Company (or, if less, for the
Remaining Unexpired Employment Period), he shall not, without the written
consent of the Holding Company, become an officer, employee, consultant,
director or trustee of any savings bank, savings and loan association, savings
and loan holding company, bank or bank holding company, or any direct or
indirect subsidiary or affiliate of any such entity, that entails working in any
city, town or county in which the Bank or the Holding Company has an office or
has filed an application for regulatory approval to establish an office,
determined as of the effective date of ▇▇. ▇▇▇▇▇▇▇▇▇'▇ termination of
employment; provided, however, that this section 13 shall not apply if ▇▇.
▇▇▇▇▇▇▇▇▇'▇ employment is terminated for the reasons set forth in section 9(a);
and provided, further, that if ▇▇. ▇▇▇▇▇▇▇▇▇'▇ employment shall be terminated on
account of disability as provided in section 10(d) of this Agreement, this
section 13 shall not prevent ▇▇. ▇▇▇▇▇▇▇▇▇ from accepting any position or
performing any services if (a) he first offers, by written notice, to accept a
similar position with, or perform similar services for, the Holding Company on
substantially the same terms and conditions and (b) the Holding Company declines
to accept such offer within ten (10) days after such notice is given. If ▇▇.
▇▇▇▇▇▇▇▇▇ resigns voluntarily with advance written notice, any period of
employment with the Holding Company after giving notice and before the effective
date of his termination of employment shall count as a part of the non-compete
period.
Section 14. Confidentiality.
---------------
Unless he obtains the prior written consent of the Holding Company, ▇▇.
▇▇▇▇▇▇▇▇▇ shall keep confidential and shall refrain from using for the benefit
of himself, or any person or entity other than the Holding Company or any entity
which is a subsidiary of the Holding Company or of which the Holding Company is
a subsidiary, any material document or information obtained from the Holding
Company, or from its parent or subsidiaries, in the course of his employment
with any of them concerning their properties, operations or business (unless
such document or information is readily ascertainable from public or published
information or trade sources or has otherwise been made available to the public
through no fault of his own) until the same ceases to be material (or becomes so
ascertainable or available); provided, however, that nothing in this section 14
shall prevent ▇▇. ▇▇▇▇▇▇▇▇▇, with or without the Holding Company's consent, from
participating in or disclosing documents or information in connection with any
judicial or administrative investigation, inquiry or proceeding to the extent
that such participation or disclosure is required under applicable law.
Section 15. Solicitation.
------------
▇▇. ▇▇▇▇▇▇▇▇▇ hereby covenants and agrees that, for a period of one (1)
year following his termination of employment with the Holding Company, he shall
not, without the written consent of the Holding Company, either directly or
indirectly:
(a) solicit, offer employment to, or take any other action intended,
or that a reasonable person acting in like circumstances would expect, to
have the effect of causing any officer or employee of the Holding Company,
the Bank or any affiliate, as of the date of this Agreement, of either of
them, to terminate his or her employment and accept employment or become
affiliated with, or provide services for compensation in any capacity
whatsoever to, any savings bank, savings and loan association, bank, bank
holding company, savings and loan holding company, or other institution
engaged in the business of accepting deposits and making loans, doing
business in any city, town or county in which the Bank or the Holding
Company has an office or has filed an application for regulatory approval
to establish an office, determined as of the date of this Agreement;
(b) provide any information, advice or recommendation with respect to
any such officer or employee of any savings bank, savings and loan
association, bank, bank holding company, savings and loan holding company,
or other institution engaged in the business of accepting deposits and
making loans, doing business in any city, town or country in which the Bank
or the Holding Company has an office or has filed an application for
regulatory approval to establish an office, determined as of the date of
this Agreement, that is intended, or that a reasonable person acting in
like circumstances would expect, to have the effect of causing any officer
or employee of the Holding Company, the Bank, or any affiliate, as of the
date of this Agreement, of either of them, to terminate his or her
employment and accept employment or become affiliated with, or provide
services for compensation in any capacity whatsoever to, such savings bank,
savings and loan association, bank, bank holding company, savings and loan
holding company, or other institution engaged in the business of accepting
deposits and making loans; or
(c) solicit, provide any information, advice or recommendation or take
any other action intended, or that a reasonable person acting in like
circumstances would expect, to have the effect of causing any customer of
the Holding Company to terminate an existing business or commercial
relationship with the Holding Company.
If ▇▇. ▇▇▇▇▇▇▇▇▇ resigns voluntarily with advance written notice, any period of
employment with the Holding Company after giving notice and before the effective
date of his termination of employment shall count as part of the
non-solicitation period.
Section 16. No Effect on Employee Benefit Plans or Programs.
-----------------------------------------------
The termination of ▇▇. ▇▇▇▇▇▇▇▇▇'▇ employment during the term of this
Agreement or thereafter, whether by the Holding Company or by ▇▇. ▇▇▇▇▇▇▇▇▇,
shall have no effect on the rights and obligations of the parties herein under
the Holding Company's qualified or non-qualified retirement, pension, savings,
thrift, profit-sharing or stock bonus plans, group life, health (including
hospitalization, medical and major medical), dental, accident and long-term
disability insurance plans or such other employee benefit plans or programs, or
compensation plans or programs, as may be maintained by, or cover employees of,
the Holding Company from time to time.
Section 17. Successors and Assigns.
----------------------
This Agreement will inure to the benefit of and be binding upon ▇▇.
▇▇▇▇▇▇▇▇▇, his legal representatives and testate or intestate distributees, and
the Holding Company and its successors and assigns, including any successor by
merger or consolidation or any other person or firm or corporation to which all
or substantially all of the assets and business of the Holding Company may be
sold or otherwise transferred. Failure of the Holding Company to obtain from any
successor its express written assumption of the Holding Company's obligations
hereunder at least sixty (60) days in advance of the scheduled effective date of
any such succession shall be deemed a material breach of this Agreement unless
cured within ten (10) days after notice thereof by ▇▇. ▇▇▇▇▇▇▇▇▇ to the Holding
Company.
Section 18. Notices.
-------
Any communication required or permitted to be given under this Agreement,
including any notice, direction, designation, consent, instruction, objection or
waiver, shall be in writing and shall be deemed to have been given at such time
as it is delivered personally, or five (5) days after mailing if mailed, postage
prepaid, by registered or certified mail, return receipt requested, addressed to
such party at the address listed below or at such other address as one such
party may by written notice specify to the other party:
If to ▇▇. ▇▇▇▇▇▇▇▇▇:
Mr. C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
If to the Holding Company:
North Central Bancshares, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Secretary
-------------------
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
Two World ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: W. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
---------------------
Section 19. Indemnification for Attorneys' Fees.
-----------------------------------
From and after the earliest date on which a Change of Control occurs, the
Holding Company shall indemnify, hold harmless and defend ▇▇. ▇▇▇▇▇▇▇▇▇ against
reasonable costs, including legal fees, incurred by him in connection with or
arising out of any action, suit or proceeding in which he may be involved, as a
result of his efforts, in good faith, to defend or enforce the terms of this
Agreement; provided, however, that ▇▇. ▇▇▇▇▇▇▇▇▇ shall have substantially
prevailed on the merits pursuant to a judgment, decree or order of a court of
competent jurisdiction or of an arbitrator in an arbitration proceeding, or in a
settlement. For purposes of this Agreement, any settlement agreement which
provides for payment of any amounts in settlement of the Holding Company's
obligations hereunder shall be conclusive evidence of ▇▇. ▇▇▇▇▇▇▇▇▇'▇
entitlement to indemnification hereunder, and any such indemnification payments
shall be in addition to amounts payable pursuant to such settlement agreement,
unless such settlement agreement expressly provides otherwise.
Section 20. Severability.
------------
A determination that any provision of this Agreement is invalid or
unenforceable shall not affect the validity or enforceability of any other
provision hereof.
Section 21. Waiver.
------
Failure to insist upon strict compliance with any of the terms, covenants
or conditions hereof shall not be deemed a waiver of such term, covenant, or
condition. A waiver of any provision of this Agreement must be made in writing,
designated as a waiver, and signed by the party against whom its enforcement is
sought. Any waiver or relinquishment of any right or power hereunder at any one
or more times shall not be deemed a waiver or relinquishment of such right or
power at any other time or times.
Section 22. Counterparts.
------------
This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original, and all of which shall constitute one and the
same Agreement.
Section 23. Governing Law.
-------------
This Agreement shall be governed by and construed and enforced in
accordance with the federal laws of the United States and, to the extent that
federal law is inapplicable, in accordance with the laws of the State of Iowa
applicable to contracts entered into and to be performed entirely within the
State of Iowa.
Section 24. Headings and Construction.
-------------------------
The headings of sections in this Agreement are for convenience of reference
only and are not intended to qualify the meaning of any section. Any reference
to a section number shall refer to a section of this Agreement, unless otherwise
stated.
Section 25. Entire Agreement; Modifications.
-------------------------------
This instrument contains the entire agreement of the parties relating to
the subject matter hereof, and supersedes in its entirety any and all prior
agreements, understandings or representations relating to the subject matter
hereof. No modifications of this Agreement shall be valid unless made in writing
and signed by the parties hereto.
Section 26. Guarantee.
---------
The Holding Company hereby guarantees the payment by the Bank of any
benefits and compensation to which ▇▇. ▇▇▇▇▇▇▇▇▇ is or may be entitled to under
the terms and conditions of the employment agreement dated as of the 5th day of
April, 2005 between the Bank and ▇▇. ▇▇▇▇▇▇▇▇▇, a copy of which is attached
hereto as Exhibit A ("Bank Agreement").
Section 27. Non-duplication.
---------------
In the event that ▇▇. ▇▇▇▇▇▇▇▇▇ shall perform services for the Bank or any
other direct or indirect subsidiary of the Holding Company, any compensation or
benefits provided to ▇▇. ▇▇▇▇▇▇▇▇▇ by such other employer shall be applied to
offset the obligations of the Holding Company hereunder, it being intended that
this Agreement set forth the aggregate compensation and benefits payable to ▇▇.
▇▇▇▇▇▇▇▇▇ for all services to the Holding Company and all of its direct or
indirect subsidiaries.
Section 28. Survival.
--------
The provisions of sections 6, 9, 10, 11, 12, 13, 14, 15, 16, 18, 19, 20,
26, 29 and 30 shall survive the expiration of the Employment Period or
termination of this Agreement.
Section 29. Equitable Remedies.
------------------
The Holding Company and ▇▇. ▇▇▇▇▇▇▇▇▇ hereby stipulate that money damages
are an inadequate remedy for violations of sections 6(a), 13, 14 or 15 of this
Agreement and agree that equitable remedies, including, without limitations, the
remedies of specific performance and injunctive relief, shall be available with
respect to the enforcement of such provisions.
Section 30. Required Regulatory Provisions.
------------------------------
The following provisions are included for the purposes of complying with
various laws, rules and regulations applicable to the Holding Company:
(a) Notwithstanding anything herein contained to the contrary, in no
event shall the aggregate amount of compensation payable to ▇▇. ▇▇▇▇▇▇▇▇▇
under section 9(b) hereof (exclusive of amounts described in section
9(b)(i), (viii) and (ix)) exceed the value of three times ▇▇. ▇▇▇▇▇▇▇▇▇'▇
average annual total compensation for the last five consecutive calendar
years to end prior to his termination of employment with the Holding
Company (or for his entire period of employment with the Holding Company if
less than five calendar years).
(b) Notwithstanding anything herein contained to the contrary, any
payments to ▇▇. ▇▇▇▇▇▇▇▇▇ by the Holding Company, whether pursuant to this
Agreement or otherwise, are subject to and conditioned upon their
compliance with section 18(k) of the Federal Deposit Insurance Act ("FDI
Act"), 12 U.S.C. ss.1828(k), and Federal Deposit Insurance Corporation
regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification
Payments.
(c) Notwithstanding anything herein contained to the contrary, if ▇▇.
▇▇▇▇▇▇▇▇▇ is suspended and/or temporarily prohibited from participating in
the conduct of the affairs of the Holding Company pursuant to a notice
served under section 8(e)(3) or 8(g)(1) of the FDI Act (12 U.S.C.
ss.1818(e)(3) or 1818(g)(1)), the Holding Company's obligations under this
Agreement shall be suspended as of the date of service of such notice,
unless stayed by appropriate proceedings. If the charges in such notice are
dismissed, the Holding Company, in its discretion, may (i) pay to ▇▇.
▇▇▇▇▇▇▇▇▇ all or part of the compensation withheld while the Holding
Company's obligations hereunder were suspended and (ii) reinstate, in whole
or in part, any of the obligations which were suspended.
(d) Notwithstanding anything herein contained to the contrary, if ▇▇.
▇▇▇▇▇▇▇▇▇ is removed and/or permanently prohibited from participating in
the conduct of the Holding Company's affairs by an order issued under
section 8(e)(4) or 8(g)(1) of the FDI Act (12 U.S.C. ss.1818(e)(4) or
(g)(1)), all obligations of the Holding Company under this Agreement shall
terminate as of the effective date of the order, but vested rights of the
Holding Company and ▇▇. ▇▇▇▇▇▇▇▇▇ shall not be affected.
(e) Notwithstanding anything herein contained to the contrary, if the
Holding Company is in default (as defined in section 3(x)(1) of the FDI
Act), all obligations under this Agreement shall terminate as of the date
of default, but vested rights of the Holding Company and ▇▇. ▇▇▇▇▇▇▇▇▇
shall not be affected.
(f) Notwithstanding anything herein contained to the contrary, all
obligations under this Agreement shall be terminated, except to the extent
determined that continuation of this Agreement is necessary of the
continued operation of the Holding Company: (i) by the Director of the
Office of Thrift Supervision ("OTS") or his designee, at the time the
Federal Deposit Insurance Corporation enters into an agreement to provide
assistance to or on behalf of the Holding Company under the authority
contained in section 13(c) of the FDI Act; or (ii) by the Director of the
OTS or his designee at the time such Director or designee approves a
supervisory merger to resolve problems related to the operation of the
Holding Company or when the Holding Company is determined by such Director
to be in an unsafe or unsound condition. The vested rights of the parties
shall not be affected by such action.
If and to the extent that any of the foregoing provisions is not, or shall cease
to be, required by applicable law, rule or regulation, the same shall became
inoperative in the case of the Holding Company as though eliminated by formal
amendment of this Agreement.
IN WITNESS WHEREOF, the Holding Company has caused this Agreement to be
executed and ▇▇. ▇▇▇▇▇▇▇▇▇ has hereunto set his hand, all as of the day and year
first above written.
/s/ C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------
C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
ATTEST: NORTH CENTRAL BANCSHARES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------- --------------------
Secretary Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President, Chairman of the Board
[Seal]
STATE OF IOWA )
: ss.:
COUNTY OF ▇▇▇▇▇▇▇ )
On this 5th day of April, 2005, before me personally came C. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, 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 the address set forth in said instrument, and that he signed his name
to the foregoing instrument.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------
Notary Public
STATE OF IOWA )
: ss.:
COUNTY OF ▇▇▇▇▇▇▇ )
On this 5th day of April, 2005, 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 President and Chairman
of the Board of Directors of NORTH CENTRAL BANCSHARES, INC., the Iowa
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such seal; that it was so affixed by order of the Board of Directors of said
corporation; and that he signed his name thereto by like order.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Notary Public