Exhibit 10.3(a)
EMPLOYMENT AGREEMENT
--------------------
THIS AGREEMENT entered into this 15th day of February, 2001, by and between
HEARTLAND Community Bank (the "Bank") and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Employee"),
effective on the date (the "Effective Date") this agreement is executed.
WHEREAS, the Employee has heretofore been employed by the Bank as its
Chairman of the Board and is experienced in all phases of the business of the
Bank; and
WHEREAS, the Board of Directors of the Bank believes it is in the best
interests of the Bank to enter into this Agreement with the Employee in order to
assure continuity of management of the Bank and to reinforce and encourage the
continued attention and dedication of the Employee to her assigned duties; and
WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship of the Bank and the Employee.
NOW, THEREFORE, it is AGREED as follows:
1. Defined Terms
-------------
When used anywhere in this Agreement, the following terms shall have the
meaning set forth herein.
(a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Bank, as the terms are defined in Section 424(e) and (f),
respectively, of the Code.
(b) When the Bank is in the "mutual" form of organization, a "Change in
Control" shall be deemed to have occurred if:
(i) as a result of, or in connection with, any exchange offer, merger
or other business combination, sale of assets or contested election, any
combination of the foregoing transactions, or any similar transaction, the
persons who were non-employee directors of the Bank before such transaction
cease to constitute a majority of the Board of Directors of the Bank or any
successor to the Bank;
(ii) the Bank transfers substantially all of its assets to another
corporation which is not an Affiliate of the Bank;
(iii) the Bank sells substantially all of the assets of an Affiliate
which accounted for 50% or more of the controlled group's assets
immediately prior to such sale;
(iv) any "person" including a "group", exclusive of the Board of
Directors of the Bank or any committee thereof, is or becomes the
"beneficial owner",
directly or indirectly, of proxies of the Bank representing twenty-five
percent (25%) or more of the combined voting power of the Bank's members;
or
(v) the Bank is merged or consolidated with another corporation and,
as a result of the merger or consolidation, less than seventy percent (70%)
of the outstanding proxies relating to the surviving or resulting
corporation are given, in the aggregate, by the former members of the Bank.
(c) If the Bank is in the "stock" form of organization, a "Change in
Control" shall be deemed to have occurred if:
(i) as a result of, or in connection with, any initial public
offering, tender offer or exchange offer, merger or other business
combination, sale of assets or contested election, any combination of the
foregoing transactions, or any similar transaction, the persons who were
non-employee directors of the Bank before such transaction cease to
constitute a majority of the Board of Directors of the Bank or any
successor to the Bank;
(ii) the Bank transfers substantially all of its assets to another
corporation which is not an Affiliate of the Bank;
(iii) the Bank sells substantially all of the assets of a subsidiary
or affiliate which accounted for 50% or more of the controlled group's
assets immediately prior to such sale;
(iv) any "person" including a "group" is or becomes the "beneficial
owner", directly or indirectly, of securities of the Bank representing
twenty-five percent (25%) or more of the combined voting power of the
Bank's outstanding securities (with the terms in quotation marks having the
meaning set forth under the federal securities laws); or
(v) the Bank is merged or consolidated with another corporation and,
as a result of the merger or consolidation, less than seventy percent (70%)
of the outstanding voting securities of the surviving or resulting
corporation is owned in the aggregate by the former stockholders of the
Bank.
Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
---
occur solely by reason of a transaction in which the Bank converts to the stock
form of organization, or creates an independent holding company in connection
therewith.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and as interpreted through applicable rulings and regulations in
effect from time to time.
(e) "Code Sec. 280G Maximum" shall mean product of 2.99 and her "base
amount" as defined in Code Sec. 280G(b)(3).
(f) "Good Reason" shall mean any of the following events, which has not
been consented to in advance by the Employee in writing: (i) the requirement
that the Employee move her personal residence, or perform her principal
executive functions,
-2-
more than thirty (30) miles from her primary office as of the later of the
Effective Date and the most recent voluntary relocation by the Employee; (ii) a
material reduction in the Employee's base compensation under this Agreement as
the same may be increased from time to time; (iii) the failure by the Bank to
continue to provide the Employee with compensation and benefits provided under
this Agreement as the same may be increased from time to time, or with benefits
substantially similar to those provided to her under any of the employee benefit
plans in which the Employee now or hereafter becomes a participant, or the
taking of any action by the Bank which would directly or indirectly reduce any
of such benefits or deprive the Employee of any material fringe benefit enjoyed
by her under this Agreement; (iv) the assignment to the Employee of duties and
responsibilities materially different from those normally associated with her
position; (v) a failure to reelect the Employee to the Board of Directors of the
Bank, if the Employee has served on such Board at any time during the term of
the Agreement; (vi) a material diminution or reduction in the Employee's
responsibilities or authority (including reporting responsibilities) in
connection with her employment with the Bank; or (vii) a material reduction in
the secretarial or other administrative support of the Employee. In addition,
"Good Reason" shall mean an impairment of the Employee's health to an extent
that it makes continued performance of her duties hereunder hazardous to her
physical or mental health.
(g) "Just Cause" shall mean, in the good faith determination of the Bank's
Board of Directors, the Employee's 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 material breach of any provision of this Agreement.
The Employee shall have no right to receive compensation or other benefits for
any period after termination for Just Cause. No act, or failure to act, on the
Employee's part shall be considered "willful" unless she has acted, or failed to
act, with an absence of good faith and without a reasonable belief that her
action or failure to act was in the best interest of the Bank.
(h) "Protected Period" shall mean the period that begins on the date one
year before the Change in Control and ends on the closing date of the Change in
Control.
(i) "Trust" shall mean a grantor trust that is designed in accordance
with Revenue Procedure 92-64 and has a trustee independent of the Bank.
2. Employment. The Employee is employed as the Chairman of the Board of the
-----------
Bank. The Employee shall render such administrative and management services for
the Bank as are currently rendered and as are customarily performed by persons
situated in a similar executive capacity. The Employee shall also promote, by
entertainment or otherwise, as and to the extent permitted by law, the business
of the Bank. The Employee's other duties shall be such as the Board of Directors
(the "Board") of the Bank may from time to time reasonably direct, including
normal duties as an officer of the Bank.
3. Base Compensation. The Bank agrees to pay the Employee during the term
-------------------
of this Agreement a salary at the rate of $114,150 per annum, payable in cash
not less frequently than monthly. The Board shall review, not less often than
annually, the
-3-
rate of the Employee's salary, and in its sole discretion may decide to increase
her salary. Notwithstanding the foregoing, following a Change in Control, the
Board of Directors of the Bank shall continue to annually review the rate of the
Employee's salary, and shall increase said rate of salary by a percentage which
is not less than the average annual percentage increase in salary that the
Employee received over the three calendar years immediately preceding the year
in which the Change in Control occurs.
4. Discretionary Bonuses. The Employee shall participate in an equitable
-----------------------
manner with all other senior management employees of the Bank in discretionary
bonuses that the Board may award from time to time to the Bank's senior
management employees. No other compensation provided for in this Agreement shall
be deemed a substitute for the Employee's right to participate in such
discretionary bonuses. Notwithstanding the foregoing, following a Change in
Control, the Employee shall receive discretionary bonuses that are made no less
frequently than, and in annual amounts not less than, the average annual
discretionary bonuses paid to the Employee during each of the three calendar
years immediately preceding the year in which such Change in Control occurs.
5. (a) Participation in Retirement, Medical and Other Plans. During the
-------------------------------------------------------
term of this Agreement, the Employee shall be eligible to participate in the
following benefit plans: group hospitalization, disability, health, dental, sick
leave, life insurance, travel and/or accident insurance, auto allowance/auto
lease, retirement, pension, and/or other present or future qualified plans
provided by the Bank, generally which benefits, taken as a whole, must be at
least as favorable as those in effect on the Effective Date.
(b) Employee Benefits; Expenses. The Employee shall be eligible to
------------------------------
participate in any fringe benefits which are or may become available to the
Bank's senior management employees, including for example: any stock option or
incentive compensation plans, and any other benefits which are commensurate with
the responsibilities and functions to be performed by the Employee under this
Agreement. The Employee shall be reimbursed for all reasonable out-of-pocket
business expenses which she shall incur in connection with her services under
this Agreement upon substantiation of such expenses in accordance with the
policies of the Bank.
6. Term. The Bank hereby employs the Employee, and the Employee hereby
-----
accepts such employment under this Agreement, for the period commencing on the
Effective Date and ending twelve months thereafter (or such earlier date as is
determined in accordance with Section 9). Additionally, on each annual
anniversary date from the Effective Date, the Employee's term of employment
shall be extended for an additional one-year period beyond the then effective
expiration date provided the Board determines in a duly adopted resolution that
the performance of the Employee has met the Board's requirements and standards,
and that this Agreement shall be extended. Only those members of the Board of
Directors who have no personal interest in this Employment Agreement shall
discuss and vote on the approval and subsequent review of this Agreement.
-4-
7. Loyalty; Noncompetition.
------------------------
(a) During the period of her employment hereunder and except for
illnesses, reasonable vacation periods, and reasonable leaves of absence,
the Employee shall devote all her full business time, attention, skill, and
efforts to the faithful performance of her duties hereunder; provided,
however, from time to time, Employee may serve on the boards of directors
of, and hold any other offices or positions in, companies or organizations,
which will not present any conflict of interest with the Bank or any of its
subsidiaries or affiliates, or unfavorably affect the performance of
Employee's duties pursuant to this Agreement, or will not violate any
applicable statute or regulation. "Full business time" is hereby defined as
that amount of time usually devoted to like companies by similarly situated
executive officers. During the term of her employment under this Agreement,
the Employee shall not engage in any business or activity contrary to the
business affairs or interests of the Bank, or be gainfully employed in any
other position or job other than as provided above.
(b) Permissible Investments. Nothing contained in this Section shall
-------------------------
be deemed to prevent or limit the Employee's right to invest in the capital
stock or other securities of any business dissimilar from that of the Bank,
or, solely as a passive or minority investor, in any business.
8. Standards. The Employee shall perform her duties under this Agreement in
----------
accordance with such reasonable standards as the Board may establish from time
to time. The Bank will provide Employee with the working facilities and staff
customary for similar executives and necessary for her to perform her duties.
9. Vacation and Sick Leave. At such reasonable times as the Board shall in
------------------------
its discretion permit, the Employee shall be entitled, without loss of pay, to
absent herself voluntarily from the performance of her employment under this
Agreement, all such voluntary absences to count as vacation time, provided that:
(a) The Employee shall be entitled to an annual vacation in accordance
with the policies that the Board periodically establishes for senior
management employees of the Bank.
(b) The Employee shall not receive any additional compensation from
the Bank on account of her failure to take a vacation or sick leave, and
the Employee shall not accumulate unused vacation or sick leave from one
fiscal year to the next, except in either case to the extent authorized by
the Board.
(c) In addition to the aforesaid paid vacations, the Employee shall be
entitled without loss of pay, to absent herself voluntarily from the
performance of her employment with the Bank for such additional periods of
time and for such valid and legitimate reasons as the Board may in its
discretion determine. Further, the Board may grant to the Employee a leave
or leaves of absence, with or without pay, at such time or times and upon
such terms and conditions as such Board in its discretion may determine.
(d) In addition, the Employee shall be entitled to an annual sick
leave benefit as established by the Board.
-5-
10. Termination and Termination Pay. Subject to Section 12 hereof, the
----------------------------------
Employee's employment hereunder may be terminated under the following
circumstances:
(a) Death. The Employee's employment under this Agreement shall
------
terminate upon her death during the term of this Agreement, in which event
the Employee's estate shall be entitled to receive the compensation due the
Employee through the last day of the calendar month in which her death
occurred.
(b) Disability. (1) The Bank may terminate the Employee's employment
-----------
after having established the Employee's Disability. For purposes of this
Agreement, "Disability" means a physical or mental infirmity which impairs
the Employee's ability to substantially perform her duties under this
Agreement and which results in the Employee becoming eligible for long-term
disability benefits under the Bank's long-term disability plan (or, if the
Bank has no such plan in effect, which impairs the Employee's ability to
substantially perform her duties under this Agreement for a period of one
hundred eighty (180) consecutive days). The Employee shall be entitled to
the compensation and benefits provided for under this Agreement for (i) any
period during the term of this Agreement and prior to the establishment of
the Employee's Disability during which the Employee is unable to work due
to the physical or mental infirmity, or (ii) any period of Disability which
is prior to the Employee's termination of employment pursuant to this
Section 10(b); provided that any benefits paid pursuant to the Bank's long
term disability plan will continue as provided in such plan.
(2) During any period that the Employee shall receive disability
benefits and to the extent that the Employee shall be physically and
mentally able to do so, she shall furnish such information, assistance and
documents so as to assist in the continued ongoing business of the Bank
and, if able, shall make herself available to the Bank to undertake
reasonable assignments consistent with her prior position and her physical
and mental health. The Bank shall pay all reasonable expenses incident to
the performance of any assignment given to the Employee during the
disability period.
(c) Just Cause. The Board may, by written notice to the Employee,
------------
immediately terminate her employment at any time, for Just Cause. The
Employee shall have no right to receive compensation or other benefits for
any period after termination for Just Cause.
(d) Without Just Cause; Constructive Discharge. (1) The Board may, by
--------------------------------------------
written notice to the Employee, immediately terminate her employment at any
time for a reason other than Just Cause, in which event the Employee shall
be entitled to receive the following compensation and benefits (unless such
termination occurs during the Protected Period in which event the benefits
and compensation provided for in Section 12 shall apply):
(i) the salary provided pursuant to Section 3 hereof, up to the
expiration date of this Agreement including any renewal term (the
"Expiration Date"), plus said salary for an additional 12-month
period,
-6-
(ii) a put option meeting the requirements set forth in subsection 3
hereof, provided that the Employee shall not be entitled to such put
option if, on the date the Employee terminates employment, either the
Employee does not own any common stock of the Bank or an affiliated
company, or such common stock is "readily tradeable" within the
meaning of Code Sec. 401(a)(28)(C); and
(iii) at the Employee's election either (A) cash in an amount equal to
the cost to the Employee of obtaining all health, life, disability and
other benefits which the Employee would have been eligible to
participate in through the Expiration Date based upon the benefit
levels substantially equal to those that the Bank provided for the
Employee at the date of termination of employment or (B) continued
participation under such Bank benefit plans through the Expiration
Date, but only to the extent the Employee continues to qualify for
participation therein. All amounts payable to the Employee shall be
paid, at the option of the Employee, either (I) in periodic payments
through the Expiration Date, or (II) in one lump sum within ten (10)
days of such termination.
(2) The Employee shall be entitled to receive the compensation and
benefits payable under subsection 10(d)(1) hereof in the event that
the Employee voluntarily terminates employment within 90 days of an
event that constitutes Good Reason, (unless such voluntary termination
occurs during the Protected Period, in which event the benefits and
compensation provided for in Section 12 shall apply).
(3) A put option deliverable to the Employee pursuant to this Section
10(d) shall, at a minimum, obligate the Bank and any successor to
purchase any shares of its common stock and the common stock of any
affiliated company that the Employee owns on the date of terminating
employment. The terms of such purchase shall be set forth in a written
instrument prepared and executed by the Bank, and shall require that
(i) the purchase price be no less than the appraised value of such
stock, determined in accordance with Code Sec. 401(a)(28)(C) by an
appraiser mutually agreed upon by the Employee and the Bank, as of the
last day of the fiscal year in which the Employee's employment
terminates, and (ii) the Bank make such payment as soon as practicable
after the Bank receives said appraisal.
(e) Termination or Suspension Under Federal Law. (1) If the Employee is
-----------------------------------------------
removed and/or permanently prohibited from participating in the conduct of the
Bank's affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the
Federal Deposit Insurance Act ("FDIA") (12 U.S.C. 1818(e)(4) and (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 parties shall not be
affected.
(1) If the Bank is in default (as defined in Section 3(x)(1) of FDIA),
all obligations under this Agreement shall terminate as of the date of
default; however, this Paragraph shall not affect the vested rights of the
parties.
(2) All obligations under this Agreement shall terminate, except to
the extent that continuation of this Agreement is necessary for the
continued operation of the Bank: (i) by the Director of the Office of
Thrift Supervision ("Director of OTS"), or his or her designee, at the time
that the Federal Deposit Insurance Corporation ("FDIC") or
-7-
the Resolution Trust Corporation enters into an agreement to provide
assistance to or on behalf of the Bank under the authority contained in
Section 13(c) of FDIA; or (ii) by the Director of the OTS, or his or her
designee, at the time that the Director of the OTS, or his or her designee
approves a supervisory merger to resolve problems related to operation of
the Bank or when the Bank is determined by the Director of the OTS to be in
an unsafe or unsound condition. Such action shall not affect any vested
rights of the parties.
(3) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12
U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the
Employee from participating in the conduct of the Bank's affairs, the
Bank's obligations under this Agreement shall be suspended as of the date
of such service, unless stayed by appropriate proceedings. If the charges
in the notice are dismissed, the Bank may in its discretion (i) pay the
Employee all or part of the compensation withheld while its contract
obligations were suspended, and (ii) reinstate (in whole or in part) any of
its obligations which were suspended.
(4) Any payments made to the Employee pursuant to this Agreement, or
otherwise, are subject to and conditioned upon their compliance with 12
U.S.C. Section 1828(k) and any regulations promulgated thereunder.
(f) Voluntary Termination by Employee. Subject to Section 12 hereof, the
-----------------------------------
Employee may voluntarily terminate employment with the Bank during the term of
this Agreement, upon at least ninety (90) days' prior written notice to the
Board of Directors, in which case the Employee shall receive only her
compensation, vested rights and employee benefits up to the date of her
termination (unless such termination occurs pursuant to Section 10(d)(2) hereof
or within the Protected Period in Section 12(a) hereof in which event the
benefits and compensation provided for in Sections 10(d) or 12, as applicable,
shall apply).
11. No Mitigation. The Employee 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 the Employee in any subsequent employment.
12. Change in Control.
------------------
(a) Trigger Events. The Employee shall be entitled to collect the severance
benefits set forth in Subsection (b) hereof in lieu of any benefits under
Section 10 hereof in the event that (i) a Change in Control occurs, or (ii) the
Bank or its successor(s) in interest terminate the Employee's employment without
her written consent and for any reason other than Just Cause during the
Protected Period.
(b) Amount of Severance Benefit. If the Employee becomes entitled to
collect severance benefits pursuant to Section 12(a) hereof, the Bank shall:
(i) pay the Employee a severance benefit equal to the difference
between the Code Sec. 280G Maximum and the sum of any other "parachute
payments" as defined under Code Sec. 280G(b)(2) that the Employee receives
on account of the Change in Control, and
-8-
(ii) pay for long-term disability and provide such medical benefits as
are available to the Employee under the provisions of COBRA, for eighteen
(18) months (or such longer period, up to 24 months, if COBRA is amended).
Said sum shall be paid in one lump sum within ten (10) days of the later of
the date of the Change in Control and the Employee's last day of employment with
the Bank, provided that the Employee may elect at any time on or before becoming
entitled to collect benefits hereunder, to have such benefits be paid in
substantially equal installments over a period of up to 10 years. In the event
that the Employee and the Bank jointly agree that the Employee has collected an
amount exceeding the Code Sec. 280G Maximum, the parties may agree in writing
that such excess shall be treated as a loan ab initio which the Employee shall
---------
repay to the Bank, on terms and conditions mutually agreeable to the parties,
together with interest at the applicable federal rate provided for in Section
7872(f)(2)(B) of the Code.
(c) Funding of Grantor Trust upon Change in Control. Not later than ten
business days after a Change in Control, the Bank shall (i) deposit in a Trust
an amount equal to the Code Sec. 280G Maximum, unless the Employee has
previously provided a written release of any claims under this Agreement, and
(ii) provide the trustee of the Trust with a written direction to hold said
amount and any investment return thereon in a segregated account for the benefit
of the Employee, and to follow the procedures set forth in the next paragraph as
to the payment of such amounts from the Trust. Upon the later of the Trust's
final payment of all amounts due under the following paragraph or the date
twelve months after the Change in Control, the trustee of the Trust shall pay to
the Bank the entire balance remaining in the segregated account maintained for
the benefit of the Employee. The Employee shall thereafter have no further
interest in the Trust.
During the 12-consecutive month period after a Change in Control, the
Employee may provide the trustee of the Trust with a written notice requesting
that the trustee pay to the Employee an amount designated in the notice as being
payable pursuant to this Agreement. Within three business days after receiving
said notice, the trustee of the Trust shall send a copy of the notice to the
Bank via overnight and registered mail return receipt requested. On the tenth
(10th) business day after mailing said notice to the Bank, the trustee of the
Trust shall pay the Employee the amount designated therein in immediately
available funds, unless prior thereto the Bank provides the trustee with a
written notice directing the trustee to withhold such payment. In the latter
event, the trustee shall submit the dispute to non-appealable binding
arbitration for a determination of the amount payable to the Employee pursuant
to this Agreement, and the costs of such arbitration shall be paid by the Bank.
The trustee shall choose the arbitrator to settle the dispute, and such
arbitrator shall be bound by the rules of the American Arbitration Bank in
making his determination. The parties and the trustee shall be bound by the
results of the arbitration and, within 3 days of the determination by the
arbitrator, the trustee shall pay from the Trust the amounts required to be paid
to the Employee and/or the Bank, and in no event shall the trustee be liable to
either party for making the payments as determined by the arbitrator.
-9-
13. Indemnification. The Bank agrees that its Bylaws shall continue to
----------------
provide for indemnification of directors, officers, employees and agents of the
Bank, including the Employee during the full term of this Agreement, and to at
all times provide adequate insurance for such purposes.
14. Reimbursement of Employee for Enforcement Proceedings. In the event
--------------------------------------------------------
that any dispute arises between the Employee and the Bank as to the terms or
interpretation of this Agreement, whether instituted by formal legal proceedings
or otherwise, including any action that the Employee takes to defend against any
action taken by the Bank, the Employee shall be reimbursed for all costs and
expenses, including reasonable attorneys' fees, arising from such dispute,
proceedings or actions, provided that the Employee obtains either a written
settlement or a final judgement by a court of competent jurisdiction
substantially in her favor. Such reimbursement shall be paid within ten (10)
days of Employee's furnishing to the Bank written evidence, which may be in the
form, among other things, of a cancelled check or receipt, of any costs or
expenses incurred by the Employee.
15. Federal Income Tax Withholding. The Bank may withhold all federal and
--------------------------------
state income or other taxes from any benefit payable under this Agreement as
shall be required pursuant to any law or government regulation or ruling.
16. Successors and Assigns.
-----------------------
(a) Bank. This Agreement shall not be assignable by the Bank, provided that
-----
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 of the Bank.
(b) Employee. Since the Bank is contracting for the unique and personal
---------
skills of the Employee, the Employee shall be precluded from assigning or
delegating her rights or duties hereunder without first obtaining the written
consent of the Bank; provided, however, that nothing in this paragraph shall
preclude (i) the Employee from designating a beneficiary to receive any benefit
payable hereunder upon her death, or (ii) the executors, administrators, or
other legal representatives of the Employee or her estate from assigning any
rights hereunder to the person or persons entitled thereunto.
(c) Attachment. 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 exclusion,
attachment, levy or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.
17. 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.
-10-
18. Applicable Law. Except to the extent preempted by federal law, the laws
of the State of Arkansas shall govern this Agreement in all respects, whether as
to its validity, construction, capacity, performance or otherwise.
19. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
20. Entire Agreement. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto and shall supersede any prior
agreement between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.
ATTEST: HEARTLAND Community Bank
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------- ---------------------
Secretary Its President and Chief Executive
Officer
WITNESS:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- ----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-11-
AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
HEARTLAND COMMUNITY BANK
AND
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
WHEREAS, on February 15, 2001, Heartland Community Bank (the "Bank") and
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Employee") entered into an employment agreement that sets
forth the terms and conditions of the Employee's employment with the Bank; and
WHEREAS, the Bank and the Employee desire to amend the employment agreement
to eliminate employer-paid long-term paid disability insurance and medical
insurance benefits for the Employee in the event of a "change-in-control" of the
Bank.
NOW, THEREFORE, pursuant to Section 17 of the Agreement, the Agreement is
hereby amended on the date set forth below as follows:
1. Section 12(b) of the Agreement is amended to delete the following
subparagraph:
"(ii) pay for long-term disability insurance and provide such
medical benefits as are available to the Employee under the
provisions of COBRA, for eighteen (18) months (or such longer
period, up to 24 months if COBRA is amended)."
2. Nothing contained herein shall be held to alter, vary or affect any of
the terms, provisions or conditions of the Agreement, other than as stated
above.
WHEREFORE, on this 1st day of October, 2003, the Bank and the Employee
hereby execute this Amendment to the Agreement.
ATTEST: HEARTLAND COMMUNITY BANK
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. Black
------------------------------- -------------------------------
WITNESS: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------- ------------------------------------