Exhibit 10.1
EMPLOYMENT AGREEMENT
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THIS AGREEMENT entered into this ________ day of _________________, 1997,
by and between Rocky Ford Federal Savings & Loan Association (the "Association")
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Employee"), effective on the date (the "Effective
Date") this agreement is executed.
WHEREAS, the Employee has heretofore been employed by the Association as
its Executive Vice President and is experienced in all phases of the business of
the Association; and
WHEREAS, the Board of Directors of the Association believes it is in the
best interests of the Association to enter into this Agreement with the Employee
in order to assure continuity of management of the Association and to reinforce
and encourage the continued attention and dedication of the Employee to his
assigned duties; and
WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship of the Association and the Employee.
NOW, THEREFORE, it is AGREED as follows:
1. Defined Terms
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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 Association, as the terms are defined in Section 424(e) and
(f), respectively, of the Code.
(b) When the Association 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 Association before such
transaction cease to constitute a majority of the Board of Directors of the
Association or any successor to the Association;
(ii) the Association transfers substantially all of its assets to
another corporation which is not an Affiliate of the Association;
(iii) the Association 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 Association or any committee thereof, is or becomes the
"beneficial owner", directly or indirectly, of proxies of the Association
representing twenty-five percent (25%) or more of the combined voting power
of the Association's members; or
(v) the Association 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 Association.
(c) If the Association 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 Association before such transaction cease to
constitute a majority of the Board of Directors of the Association or any
successor to the Association;
(ii) the Association transfers substantially all of its assets to
another corporation which is not an Affiliate of the Association;
(iii) the Association 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" is or becomes the "beneficial
owner", directly or indirectly, of securities of the Association
representing twenty-five percent (25%) or more of the combined voting power
of the Association's outstanding securities (with the terms in quotation
marks having the meaning set forth under the federal securities laws); or
(v) the Association 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 Association.
Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
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occur solely by reason of a transaction in which the Association 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.
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(e) "Code (S)280G Maximum" shall mean product of 2.99 and his "base
amount" as defined in Code (S)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 his personal residence, or perform his principal
executive functions, more than thirty (30) miles from his 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 Association 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 him 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 Association which would directly
or indirectly reduce any of such benefits or deprive the Employee of any
material fringe benefit enjoyed by him under this Agreement; (iv) the assignment
to the Employee of duties and responsibilities materially different from those
normally associated with his position; (v) a failure to reelect the Employee to
the Board of Directors of the Association, 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 his employment with the
Association; 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 his duties hereunder hazardous to his physical or mental health.
(g) "Just Cause" shall mean, in the good faith determination of the
Association'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 he has acted,
or failed to act, with an absence of good faith and without a reasonable belief
that his action or failure to act was in the best interest of the Association.
(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 Association.
2. Employment. The Employee is employed as the Executive Vice President
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of the Association, provided that he shall become the President of the
Association upon the completion of its mutual to stock conversion. The Employee
shall render such administrative
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and management services for the Association 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 Association. The Employee's other duties
shall be such as the Board of Directors (the "Board") of the Association may
from time to time reasonably direct, including normal duties as an officer of
the Association.
3. Base Compensation. The Association agrees to pay the Employee during
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the term of this Agreement a salary at the rate of $______ per annum, payable in
cash not less frequently than monthly. The Board shall review, not less often
than annually, the rate of the Employee's salary, and in its sole discretion may
decide to increase his salary. Notwithstanding the foregoing, following a
Change in Control, the Board of Directors of the Association 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
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equitable manner with all other senior management employees of the Association
in discretionary bonuses that the Board may award from time to time to the
Association'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
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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 Association, 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
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participate in any fringe benefits which are or may become available to the
Association'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 he shall incur in connection
with his services under this Agreement upon substantiation of such expenses in
accordance with the policies of the Association.
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6. Term. The Association hereby employs the Employee, and the Employee
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hereby accepts such employment under this Agreement, for the period commencing
on the Effective Date and ending thirty-six 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.
7. Loyalty; Noncompetition.
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(a) During the period of his employment hereunder and except for
illnesses, reasonable vacation periods, and reasonable leaves of absence, the
Employee shall devote all his full business time, attention, skill, and efforts
to the faithful performance of his 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 Association 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 his employment under this Agreement, the Employee shall not
engage in any business or activity contrary to the business affairs or interests
of the Association, or be gainfully employed in any other position or job other
than as provided above.
(b) Permissible Investments. Nothing contained in this Section
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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
Association, or, solely as a passive or minority investor, in any business.
8. Standards. The Employee shall perform his duties under this
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Agreement in accordance with such reasonable standards as the Board may
establish from time to time. The Association will provide Employee with the
working facilities and staff customary for similar executives and necessary for
him to perform his duties.
9. Vacation and Sick Leave. At such reasonable times as the Board shall
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in its discretion permit, the Employee shall be entitled, without loss of pay,
to absent himself voluntarily from the performance of his 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 Association.
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(b) The Employee shall not receive any additional compensation from
the Association on account of his 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 himself voluntarily from the
performance of his employment with the Association 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.
10. Termination and Termination Pay. Subject to Section 12 hereof, the
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Employee's employment hereunder may be terminated under the following
circumstances:
(a) Death. The Employee's employment under this Agreement shall
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terminate upon his 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 his death occurred.
(b) Disability. (1) The Association may terminate the Employee's
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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 his duties under this Agreement
and which results in the Employee becoming eligible for long-term disability
benefits under the Association's long-term disability plan (or, if the
Association has no such plan in effect, which impairs the Employee's ability to
substantially perform his 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 Association'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, he shall furnish such information, assistance and documents so as to assist
in the continued ongoing business of the Association and, if able, shall make
himself available to the Association to undertake reasonable assignments
consistent with his prior position and his physical and mental health. The
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Association 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,
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immediately terminate his 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,
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by written notice to the Employee, immediately terminate his 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;
(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 Association or an affiliated company, or
such common stock is "readily tradeable" within the meaning of Cod (S)
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 Association provided for the Employee at the date
of termination of employment or (B) continued participation under such
Association 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 Association and any successor to
purchase any shares of its common stock are 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
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prepared and executed by the Association, and shall require that (i) the
purchase price be no less than the appraised value of such stock, determined in
accordance with Code (S) 401(a)(28)(C), by an appraiser mutually agreed upon by
the Employee and the Association, as of the last day of the fiscal year in which
the Employee's employment terminates, and (ii) the Association make such payment
as soon as practicable after the Association receives said appraisal.
(e) Termination or Suspension Under Federal Law. (1) If the
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Employee is removed and/or permanently prohibited from participating in the
conduct of the Association'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 Association 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 Association 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 Association: (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 the Resolution Trust
Corporation enters into an agreement to provide assistance to or on behalf of
the Association 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 Association or when the Association
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 Association's affairs, the
Association'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 Association 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 and shall not
exceed applicable limits under Office of Thrift Supervision Regulatory Bulletin
27a.
(f) Voluntary Termination by Employee. Subject to Section 12
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hereof, the Employee may voluntarily terminate employment with the Association
during the term of this Agreement, upon at least ninety (90) days' prior written
notice to the Board of Directors, in
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which case the Employee shall receive only his compensation, vested rights and
employee benefits up to the date of his 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
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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.
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(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 Association or its successor(s) in interest terminate the Employee's
employment without his 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 Association
shall:
(i) pay the Employee a severance benefit equal to the
difference between the Code (S)280G Maximum and the sum of any other
"parachute payments" as defined under Code (S)280G(b)(2) that the
Employee receives on account of the Change in Control, and
(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 Association, 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 Association jointly agree that
the Employee has collected an amount exceeding the Code (S)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 Association, on terms and
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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 Association shall (i)
deposit in a Trust an amount equal to the Code (S)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
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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 Association 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
Association via overnight and registered mail return receipt requested. On the
tenth (10th) business day after mailing said notice to the Association, the
trustee of the Trust shall pay the Employee the amount designated therein in
immediately available funds, unless prior thereto the Association 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 Association. The trustee shall choose the arbitrator to settle the dispute,
and such arbitrator shall be bound by the rules of the American Arbitration
Association 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 Association, and in no event shall the
trustee be liable to either party for making the payments as determined by the
arbitrator.
13. Indemnification. The Association agrees that its Bylaws shall
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continue to provide for indemnification of directors, officers, employees and
agents of the Association, 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
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that any dispute arises between the Employee and the Association 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 Association, 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 his favor. Such reimbursement shall be paid within ten (10)
days of Employee's furnishing to the Association 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.
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15. Federal Income Tax Withholding. The Association may withhold all
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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.
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(a) Association. This Agreement shall not be assignable by the
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Association, provided that this Agreement shall inure to the benefit of and be
binding upon any corporate or other successor of the Association which shall
acquire, directly or indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets of the Association.
(b) Employee. Since the Association is contracting for the unique
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and personal skills of the Employee, the Employee shall be precluded from
assigning or delegating his rights or duties hereunder without first obtaining
the written consent of the Association; provided, however, that nothing in this
paragraph shall preclude (i) the Employee from designating a beneficiary to
receive any benefit payable hereunder upon his death, or (ii) the executors,
administrators, or other legal representatives of the Employee or his estate
from assigning any rights hereunder to the person or persons entitled thereunto.
(c) Attachment. Except as required by law, no right to receive
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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
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binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.
18. Applicable Law. Except to the extent preempted by federal law, the
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laws of the State of Colorado 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
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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
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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.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.
ATTEST: ROCKY FORD FEDERAL SAVINGS &
LOAN ASSOCIATION
By:
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Secretary Its
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WITNESS:
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