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TRANSITION EMPLOYMENT AGREEMENT
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THIS TRANSITION EMPLOYMENT AGREEMENT (the "Agreement") is made and entered
into as of this 22 day of December, 1996, by and between Roosevelt Financial
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Group, Inc. (the "Company"), Mercantile Bancorporation, Inc. ("Mercantile")
and Xxxx X. Xxxxxxxx (the "Employee").
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization of even date herewith (the "Definitive Agreement") with
Mercantile, pursuant to which Mercantile will acquire (the "Acquisition") the
Company and its wholly-owned subsidiary, Roosevelt Bank (the "Bank"):
WHEREAS, it is essential for the integration of the Bank's operations
into Mercantile's banking operations that the Employee continue to serve during
a transition period to perform such executive duties as are necessary to ensure
a successful integration; and
WHEREAS, recognizing that it is not anticipated that the Employee will have
long-term opportunities with the Bank following the Acquisition, and that
during such transition period, the Employee is likely to serve in a different
capacity than prior to the Acquisition, it is necessary and appropriate to
provide an incentive to the Employee to provide services during such transition
period.
WHEREAS, the Employee is willing to enter into this Agreement and to
provide services during such transition period, and
WHEREAS, the board of directors of the Company and the Executive Committee
of the board of directors of Mercantile has approved and authorized the
execution of this Agreement with the Employee;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein, it is AGREED as follows:
1. Definitions.
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(a) The term "Consolidated Subsidiaries" means any subsidiary or
subsidiaries of the Company (or its successors) that are part of the
consolidated group of the Company (or its successors) for federal income tax
reporting.
(b) The term "Date of Termination" means the date upon which the
Employee's employment with the Bank ceases, as specified in a notice of
termination pursuant to Section 7 of this Agreement.
(c) The term "Effective Date" means the effective date of the
Acquisition as provided in the Definitive Agreement.
(d) The term "Involuntary Termination" means the termination of the
employment of Employee (i) by the Bank without his express written consent; or
(ii) by the Employee by
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reason of any of the following actions unless consented to in writing by the
Employee: (1) a requirement that the Employee be based at any place other than
Chesterfield, Missouri, or within 50 miles thereof, except for reasonable
travel on Company or Bank business; (2) a reduction in the Employee's salary or
a material adverse change in the Employee's perquisites, benefits, contingent
benefits or vacation, other than as part of an overall program applied
uniformly and with equitable effect to all members of the senior management of
the Bank or the Company; or (3) a requirement that the Employee provide
services of a nature that is not consistent with the level of executive
responsibilities carried out by the Employee prior to the Acquisition, provided
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that, following the Acquisition, changes to the Employee's title and lines of
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responsibility shall not constitute "Involuntary Termination" so long as the
Employee retains a rank and a level of executive duties and functions similar
to those he held prior to the Acquisition. The term "Involuntary Termination"
does not include Termination for Cause or termination of employment due to
death or permanent disability, or suspension or temporary or permanent
prohibition from participation in the conduct of the affairs of a depository
institution under Section 8 of the Federal Deposit Insurance Act.
(e) The terms "Termination for Cause" and "Terminated For Cause"
mean termination of the employment of the Employee with the Bank because of the
Employee's personal dishonesty, incompetence, willful misconduct, breach of a
fiduciary duty involving personal profit, intentional failure to perform
material stated duties, willful violation of any law, rule, or regulation
(other than traffic violations or similar offenses) or final cease-and-desist
order, or (except as provided below) material breach of any provision of this
Agreement. No act or failure to act by the Employee shall be considered willful
unless the Employee 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 Company.
2. Employment.
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(a) Mercantile agrees to continue the Employee in its employ, and the
Employee hereby agrees to remain in the employ of Mercantile subject to the
terms and conditions of this Agreement, for the period commencing on the
Effective Date and ending on the second anniversary of such date (the
"Employment Period")
(b) The Employee is, and, during the Employment Period, shall be
employed as chief financial officer of the Bank pending integration of Bank with
and into banking and/or other subsidiaries of Mercantile and thereafter in
another senior management position within Mercantile. As such, the Employee
shall render administrative and management services as are customarily performed
by persons situated in similar executive capacities, and/or other services
relating to the integration of the Bank's operations into Mercantile's banking
operations as superior officers or the Board of Directors or the board of
directors of the Bank may prescribe from time to time, provided that such other
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services shall be of an executive level consistent with the Employee's
executive responsibilities prior to the Acquisitions. The Employee shall also
render services to any subsidiary or subsidiaries of Mercantile or the Bank as
requested by Mercantile or the Bank from time to time consistent with his
executive position. The Employee shall devote his best efforts and reasonable
time and attention to the business and affairs of Mercantile and the Bank to the
extent necessary to discharge his responsibilities hereunder. The Employee may
(i) serve on corporate or charitable boards or committees, and (ii) manage
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personal investments, so long as such activities do not interfere materially
with performance of his responsibilities hereunder.
3. Cash Compensation.
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(a) Base Salary. The Company agrees to pay the Employee during the
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Employment Period an annual base salary (the "Annual Base Salary") of not less
than TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($225,000). The Annual Base
Salary shall be paid no less frequently than monthly and shall be subject to
customary tax withholding.
(b) Annual Bonus. During the Employment Period, in addition to Annual
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Base Salary, the Employee will be eligible to receive, (I) for each fiscal year
of Mercantile during which the Employee is employed, an annual bonus (the
"Annual Bonus") in an amount to be determined by Mercantile's board of
directors, but in no event shall the amount of the Annual Bonus during the first
fiscal year during which the Employee is employed (the "First Fiscal Year") be
less than the product of (x) .30 and (y) the Annual Base Salary (the "Minimum
Bonus") and (II) for that portion of any fiscal year of Mercantile other than
the First Fiscal Year during which the Employee is employed for less than twelve
full months, an amount equal to the product of (x) the Annual Bonus paid to the
Employee during the Employment Period, and (y) a fraction, the numerator of
which is the number of days in such fiscal year during which the Employee is
employed by Mercantile, and the denominator of which is 365. Each such Annual
Bonus shall be paid in cash in a manner and at a time in accordance with
Mercantile's customary practices with respect ot other peer Employees of
Mercantile.
(c) Special Bonus. To induce the Employee to continue in the employ
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of the Company from and after the date hereof through and including the date
immediately preceding the Effective Date, the Company agrees to pay to the
Employee the sum of $225,000 in cash on such date.
(d) Expenses. The Employee shall be entitled to receive prompt
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reimbursement for all reasonable expenses incurred by the Employee in performing
services under this Agreement in accordance with the policies and procedures
applicable to the senior officers of Mercantile, provided that the Employee
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accounts for such expenses as required under such policies and procedures.
4. Benefit Plans.
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(a) Participation. The Employee shall be entitled to participate,
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to the same extent as senior officers of Mercantile generally, in all qualified
and nonqualified plans of Mercantile relating to pension, retirement, thrift,
profit-sharing, savings, group or other life insurance, hospitalization, medical
and dental coverage, travel and accident insurance, education, cash bonuses, and
other retirement or employee benefits or combinations thereof. In addition, the
Employee shall be entitled to be considered for benefits under all of the stock
and stock option related plans in which senior officers of Mercantile are
eligible or become eligible to participate.
(b) Credit for Prior Service. Following the Acquisition, the Employee
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shall receive full credit for prior service with the Company and the Bank under
Employee benefit
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plans of Mercantile, all as more fully set out in Section 5.08 of the
Definitive Agreement for all purposes other than determining the amount of
benefit accruals under any defined benefit plan of Mercantile.
5. Vacations: Leave. The Employee shall be entitled to annual paid vacation
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in accordance with the policies established by the board of directors of the
Company and the board of directors of the Bank for executive officers, and to
voluntary leaves of absence, with or without pay, from time to time at such
times and upon such conditions as the Board of Directors may determine in
its discretion.
6. Termination of Employment.
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(a) Involuntary Termination. In the event of Involuntary Termination
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at any time following the Effective Date, the Company (or any of the
Consolidated Subsidiaries on the Company's behalf) shall (i) pay to the Employee
the aggregate of the following amounts:
A. The sum of (1) the Employee's Annual Base Salary through the Date
of Termination to the extent not theretofore paid ("Accrued Salary") and (2)
the product of (x) the Annual Bonus paid or payable, including any bonus or
portion thereof which has been earned but deferred (and annualized for any
fiscal year of Mercantile consisting of less than twelve full months or during
which the Employee was employed for less than twelve full months), for the
most recently completed fiscal year during the Employment Period, if any, or,
in the event that a fiscal year of Mercantile has not been completed during
the Employment Period as of the Date of Termination, the Minimum Bonus, and
(y) a fraction, the numerator of which is the number of days in the current
fiscal year of Mercantile through the Date of Termination, and the denominator
of which is 365 (the sum of the amounts described in clauses (1) and (2) shall
be hereinafter referred to as the "Accrued Obligations"); and
B. An amount equal to the sum of (x) the Employee's Annual Base
Salary and (y) the Annual Bonus paid or payable for the most recently completed
fiscal year of Mercantile during the Employment Period (but not less than the
Minimum Bonus), or, in the event that a fiscal year has not been completed
during the Employment Period as of the Date of Termination, the Minimum Bonus,
payable in 24 equal semi-monthly installments (the "Termination Payment"); and
(ii) For the twelve month period following the Date of Termination
(the "Benefit Continuation Period"), Mercantile shall continue benefits to the
Employee at least equal to those which would have been provided to him in
accordance with the plans, programs, practices and policies described in Section
4(a) of this Agreement if the Employee's employment had not been terminated;
provided, however, that if the Employee becomes reemployed with another
employer and is eligible to receive medical or other welfare benefits under
another employer provided plan, the medical and other welfare benefits described
herein shall be secondary to those provided under such other plan during such
applicable period of eligibility. For purposes of determining eligibility (but
not the time of commencement of benefits) of the Employee for retiree benefits
pursuant to such plans, practices, programs and policies, the Employee shall be
considered to have remained employed during the Benefit Continuation Period and
to have retired on the last day of such period (the "Other Benefits").
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(b) Termination for Cause. In the event of Termination for Cause, the
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Company shall have no further obligation to the Employee under this Agreement
after the Date of Termination. In the event of a simultaneous Termination for
Cause and voluntary termination of employment or resignation by the Employee,
the Employee shall be considered to have been Terminated for Cause.
(c) Voluntary Termination. The Employee may terminate his employment
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voluntarily at any time by a notice pursuant to Section 7 of this Agreement.
In the Event that the Employee voluntarily terminates his employment prior to
the first anniversary of the Effective Date, Mercantile shall be obligated to
the Employee for the amount of the Accrued Obligations through the date of
termination, at the time such payments are due, and Mercantile shall have no
further obligation to the Employee. In the event that the Employee voluntarily
terminates his employment on or after the first anniversary of the Effective
Date, this Agreement shall terminate without further obligations to the
Employee, other than payment of Accrued Obligations, the Termination Payment and
the timely payment or provision of Other Benefits, payable in 24 equal, semi-
monthly installments.
(d) Death. In the event of the death of the Employee while employed
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under this Agreement and prior to any termination of employment, Mercantile
shall pay to the Employee's estate, or such person as the Employee may have
previously designated in writing, an amount of cash equal to (i) the product
of TWO HUNDRED NINETY-TWO THOUSAND FIVE HUNDRED DOLLARS ($292,500) multiplied
by a fraction with a numerator equal to the number of days elapsed prior to the
date of death during the calendar year in which death occurs and a denominator
of 365, reduced by (ii) the amount of Annual Base Salary and cash bonus paid to
the Employee during such year prior to the date of death.
7. Notice of Termination. In the event that Mercantile desires to terminate
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the employment of the Employee during the term of this Agreement, Mercantile
shall deliver to the Employee a written notice of termination, stating whether
such termination constitutes Termination for Cause or Involuntary Termination,
setting forth in reasonable detail the facts and circumstances that are the
basis for the termination, and specifying the date upon which employment shall
terminate, which date shall be at least 30 days after the date upon which the
notice is delivered, except in the case of Termination for Cause. In the event
that the Employee determines in good faith that he has experienced an
Involuntary Termination of his employment, he shall send a written notice to
Mercantile stating the circumstances that constitute such Involuntary
Termination and the date upon which his employment shall have ceased due to
such Involuntary Termination. In the event that the Employee desires to
effect a Voluntary Termination, he shall deliver a written notice to Mercantile,
stating the date upon which employment shall terminate, which date shall be
at least 30 days after the date upon which the notice is delivered, unless the
parties agree to a date sooner.
8. Attorneys Fees. From and after the Effective Date during the Employment
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Period, Mercantile shall pay all legal fees and related expenses (including the
costs of experts, evidence and counsel) when and as incurred by the Employee as
a result of (i) the Employee's contesting or disputing any termination of
employment, or (ii) the Employee's seeking to obtain or enforce any right or
benefit provided by this Agreement or by any other plan or arrangement
maintained
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by the Company (or its successors) or the Consolidated Subsidiaries under which
the Employee is or may be entitled to receive benefits; provided that
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Mercantile's obligation to pay such fees and expenses is subject to the
Employee's prevailing with respect to the matters in dispute in any action
initiated by the Employee or the Employee's having been determined to have
acted reasonably and in good faith with respect to any action initiated by
Mercantile.
9. No Assignments; Mercantile as Successor.
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(a) This Agreement is personal to each of the parties hereto, and
neither party may assign or delegate any of its rights or obligations hereunder
without first obtaining the written consent of the other party; provided,
however, that Mercantile shall require any successor or assignee (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that Mercantile would have been required to perform it if no
such succession or assignment had taken place. Failure of Mercantile to obtain
such an assumption agreement prior to the effectiveness of any such succession
or assignment shall be a breach of the Agreement and shall entitle the Employee
to compensation and benefits from Mercantile in the same amount and on the same
terms as the compensation pursuant to Section 6 hereof. For purposes of
implementing the provisions of this Section 9(a), the date on which any such
succession becomes effective shall be deemed the Date of Termination.
(b) This Agreement and all rights of the Employee hereunder shall
inure to the benefit of and be enforceable by the Employee's personal and
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
(c) Upon the consummation of the Acquisition, for all purposes under
this Agreement, the Company shall be deemed to be Mercantile and the
Consolidated Subsidiaries shall be those of Mercantile.
10. Certain Reduction of Payments by Mercantile.
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(a) For purposes of this Section 10, (i) a "Payment" shall mean any
payment or distribution in the nature of compensation to or for the benefit of
the Employee, whether paid or payable pursuant to this Agreement or otherwise;
(ii) "Separation Payment" shall mean a Payment paid or payable pursuant to this
Agreement (disregarding this Section); (iii) "Net After Tax Receipt" shall mean
the Present Value of a Payment net of all taxes imposed on the Employee with
respect thereto under Sections 1 and 4999 of the Internal Revenue Code of 1986,
as amended (the "Code"), determined by applying the highest marginal rate under
Section 1 of the Code which applied to the Employee's taxable income for the
immediately preceding taxable year; (iv) "Present Value" shall mean such
value determined in accordance with Section 280G(d)(4) of the Code; and (v)
"Reduced Amount" shall mean the greatest aggregate amount of Separation Payments
which (a) is less than the sum of all Separation Payments and (b) results in
aggregate Net After Tax Receipts which are equal to or greater than the Net
After Tax Receipts which would result if the Employee were paid the sum of all
Separation Payments.
(b) Anything in this Agreement to the contrary notwithstanding, in the
event KPMG Peat Marwick LLP or such other nationally recognized certified
public accounting firm
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designated by the Employee (the "Accounting Firm") shall determine that receipt
of all Payments would subject the Employee to tax under Section 4999 of the
Code, it shall determine whether some amount of Separation Payments would meet
the definition of a "Reduced Amount." If the Accounting Firm determines that
there is a Reduced Amount, the aggregate Separation Payments shall be reduced
to such Reduced Amount. All fees payable to the Accounting Firm shall be paid
solely by Mercantile.
(c) If the Accounting Firm determines that aggregate Separation
Payments should be reduced to the Reduced Amount, Mercantile shall promptly
give the Employee notice to that effect and a copy of the detailed calculation
thereof, and the Employee may then elect, in his sole discretion, which and
how much of the Separation Payments shall be eliminated or reduced (as long as
after election the present value of the aggregate Separation Payments equals the
Reduced Amount), and shall advise Mercantile in writing of his election within
ten days of his receipt of notice. If no such election is made by the Employee
within such ten-day period, Mercantile may elect which of such Separation
Payments shall be eliminated or reduced (as long as after such election the
present value of the aggregate Separation Payments equals the Reduced Amount)
and shall notify the Employee promptly as such election. All determinations
made by the Accounting Firm under this Section shall be binding upon Mercantile
and the Employee and shall be made within 60 days of a termination of
employment of the Employee. As promptly as practicable following such
determination, Mercantile shall pay to or distribute for the benefit of the
Employee such Separation Payments as are then due to the Employee under this
Agreement and shall promptly pay to or distribute for the benefit of the
Employee in the future such Separation Payments as become due to the Employee
under this Agreement.
(d) While it is the intention of Mercantile to reduce the amounts
payable or distributable to the Employee hereunder only if the aggregate Net
After Tax Receipts to an Employee would thereby be increased, as a result of
the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
amounts will have been paid or distributed by Mercantile to or for the benefit
of the Employee pursuant to this Agreement which should not have been so paid
or distributed ("Overpayment") or that additional amounts which will have not
been paid or distributed by Mercantile to or for the benefit of the Employee
pursuant to this Agreement could have been so paid or distributed
("Underpayment"), in each case consistent with the calculation of the Reduced
Amount hereunder. In the event that the Accounting Firm, based upon the
assertion of a deficiency by the Internal Revenue Service against Mercantile or
the Employee which deficiency the Accounting Firm believes has a high
probability of success, determines that an Overpayment has been made, any such
Overpayment paid or distributed by Mercantile to or for the benefit of the
Employee shall be treated for all purposes as a loan to the Employee which the
Employee shall repay to Mercantile together with interest at the applicable
federal rate provided for in Section 7872(f)(2) of the Code; provided, however,
that no such loan shall be deemed to have been made and no amount shall be
payable by the Employee to Mercantile if and to the extent such deemed loan and
payment would not either reduce the amount on which the Employee is subject to
tax under Section 1 and Section 4999 of the Code or generate a refund of such
taxes. In the event that the Accounting Firm, based upon controlling precedent
or substantial authority, determines that an Underpayment has occurred, any such
Underpayment shall be promptly paid by Mercantile to or for the benefit of the
Employee together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code.
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11. Confidential Information. The Employee shall hold in a fiduciary
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capacity for the benefit of Mercantile and Bank all secret or confidential
information, knowledge or data relating to Mercantile or Bank or any of their
affiliated companies, and their respective businesses, which shall have been
obtained by the Employee during the Employee's employment by Mercantile or any
of its affiliated companies and which shall not be or become public knowledge
(other than by acts by the Employee or representatives of the Employee in
violation of this Agreement). After termination of the Employee's employment,
the Employee shall not, without the prior written consent of Mercantile or as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than Mercantile and those
designated by it. In no event shall an asserted violation of the provisions of
this Section 11 constitute a basis for deferring or withholding any amounts
otherwise payable to the Employee under this Agreement. Confidential
Information shall not include information, knowledge or data which (i) is in the
Employee's possession at the date of this Agreement which she has no reason to
believe is subject to any confidentiality agreement or other obligation of
confidentiality to Mercantile or another party, (ii) is or becomes generally
available to the public other than as a result of unauthorized disclosure by
Mercantile or a Consolidated Subsidiary thereof, or representative of either,
(iii) is or becomes available to Mercantile from a source other than Mercantile,
provided that the Employee does not know or have reason to believe that such
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source is bound by a confidentiality agreement or other obligation of
confidentiality to Mercantile, (iv) is independently developed by the Employee
without reference to any information obtained from Mercantile, or (v) is
required to disclosed by law.
12. Covenant Not To Engage in Competitive or Other Detrimental Activities.
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(a) The Employee covenants that from and after the Effective Date he
will not compete with Mercantile, Bank and/or their affiliates and further
covenants that he will not take any action which is detrimental to Mercantile,
Bank and/or their affiliated companies (i) during the Employment Period, and
(ii) if the Employee's employment terminates for any reason (other than the
Employee's death) or no reason during the Employment Period, for a period of
one year beginning on the Date of Termination.
(b) For purposes of paragraph (a) of this Section 10, the Employee
shall be deemed to be competing with Mercantile, Bank and/or their affiliated
companies at any time if the Employee accepts employment with, or serves as
an agent, employee, or director of, or a consultant to, a competitor of
Mercantile, Bank and/or their affiliated companies, or during such time the
Employee acquires or has an interest (direct or indirect) in any firm,
corporation or enterprise engaged in a business which is in competition with
Mercantile, Bank and/or their affiliated companies, or at any time, either
during employment or thereafter, the Employee divulges any information
concerning Mercantile, Bank and/or their affiliated companies which is or could
be of aid to any such competitor. The mere ownership of a less than a 3% debt
and/or equity interest in a competing company whose stock is publicly held
shall not be considered as having the prohibited interest in a competitor,
and neither shall the mere ownership of a less than a 10% debt and/or equity
interest in a competing company whose stock is not publicly held. For purposes
of this Agreement, any commercial bank, savings and loan association, securities
broker or dealer, or other business or financial institution that is principally
engaged in the business of offering any service at the time offered by
Mercantile, Bank and/or their affiliated companies, and which conducts
business in any locations
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encompassed within the areas circumscribed by circles, of which the radii
are 50 miles and the mid-points are the geographic centers of any community
in which Mercantile and/or its affiliated companies conduct business operations
shall be deemed to be a competitor.
(c) Should Mercantile reasonably and in good faith believe that
the Employee has violated any of the foregoing provisions, it shall give the
Employee written notice to such effect, stating the reason(s) for its belief,
and pending a final determination as to whether there has been a violation
may, without penalty or risk of claim for actual or punitive damages, suspend
payment of any further amount which might otherwise become payable hereunder
after thirty (30) days of giving such notice. Mercantile shall, in an
expeditious manner, determine from all information available to it whether
the Employee violated any of the foregoing covenants, and if Mercantile in
good faith concludes that the Employee has violated this Agreement, the
Employee shall not be entitled to any further payment hereunder.
(d) The Employee represents, acknowledges and agrees (i) that his
experience and capabilities are such that he can obtain employment in activities
which do not violate such agreement and that the enforcement by way of
injunction of the agreement not to compete will not prevent the Employee
from earning a livelihood, (ii) that Mercantile and Bank do not have an
adequate remedy at law for a breach or threatened breach by the Employee of the
covenants in this Section and may obtain injunctive and other equitable
relief, in addition to receiving its actual damages and any other remedies
that may be available to it hereunder or at law or by statute, (iii) that the
covenants herein contained are reasonable and necessary for the proper
protection of mercantile, and (iv) that if any provision or part of any such
covenant is invalidated, the remainder shall nevertheless continue to be
valid and fully enforceable, and if a court determines that the term of the
covenant is too long or the area covered thereby too great, so that the
covenant as written is unenforceable, the covenant shall be modified to
encompass the longest duration and largest geographic area that the court deems
enforceable under the law.
13. Notice. For the purposes of this Agreement, notices and all other
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communications provided for in this Agreement shall be in writing and shall
be deemed to have been duly given when personally delivered or sent by
certified mail, return receipt requested, postage prepaid, to the Company
and/or Mercantile at its home office, to the attention of the Board of
Directors with a copy to the Secretary of the Company and/Mercantile, or, if
to the Employee, to such home or other address as the Employee has most
recently provided in writing to the Company or Mercantile.
14. Amendments. No amendments or additions to this Agreement shall be
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binding unless in writing and signed by both parties, except as herein
otherwise provided.
15. Headings. The headings used in this Agreement are included solely for
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convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.
16. 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.
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17. Governing Law. This Agreement shall be governed by the laws of the
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State of Missouri.
18. Arbitration. Any dispute or controversy arising under or in
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connection with this Agreement shall be settled exclusively by arbitration in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court
having jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.
Attest: Roosevelt Financial Group, Inc.
/s/
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Secretary By:
Its:
Attest: Mercantile Bancorporation, Inc.
/s/ /s/
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Secretary By:
Its:
Employee
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
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