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EXHIBIT 10(c)
EMPLOYMENT CONTRACT
THIS CONTRACT, made and effective this 1st day of July, 194, between FIRST
NORTHERN BANK & TRUST, a Michigan banking corporation, 000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, ("Bank"), and XXXXXX X. XXXX, XX 00, Xxx 0000X,
Xxxxxxxxxx, Xxxxxxxx 00000, ("Ford"), joined in by FIRST MANISTIQUE CORPORATION
("FMC").
1. General. Bank has its main office at the above address in Manistique,
with sundry branches now operating, and further branches contemplated. Ford is
the President and Chief Executive Officer ("CEO") of Bank. Ford is also
President and CEO of FMC, which owns all the voting stock of the Bank. The
parties hereto deem it mutually desirable that this Contract be entered into be
binding upon each of them.
2. Term. Unless sooner terminated by (i) mutual agreement evidenced in
writing, or (ii) by the Board of Directors of the Bank for cause, because of
nonperformance and/or mal-performance on the part of Ford, the employment by
Bank of Ford as President and CEO shall continue for a three year term
commencing with the date hereof.
3. Extension of Contract. Unless this Contract is terminated pursuant to
another provision of this Contract, after the first calendar year during which
the Contract is in effect, the term of this Contract shall annually be extended
for one additional year, unless at least six months prior to the end of the
calendar year the Bank gives written notice to Ford that it does not intend
further to extend the Contract. For example, if the initial three year term of
the Contract were from January 1, 1994 to December 31, 1996, and the Bank did
not so notify Ford by June 30, 1995, then the term of the Contract would
automatically b extended to December 31, 1997. Likewise, if by June 30, 1996,
the Bank did not so notify Ford, the term of the Contract automatically would
be extended until December 31, 1998.
4. Duties. The duties, responsibilities and administrative authority of
Ford, absent written agreement to the contrary, shall, as President and CEO,
respectively, of the Bank and FMC, continue as presently constituted.
5. Compensation. Unless and to the extent in writing mutually agreed to
the contrary, the present compensation (salary and/or any other prevailing
benefits/benefit plan) accorded Ford as President and CEO of the Bank and FMC
shall remain unchanged and fully effective during the term hereof.
6. Change in Control. For purposes of this Contract, a Change in Control
of FMC shall be deemed to have occurred if
(a) there shall be consummated (i) any consolidation or merger of FMC in
which FMC is not the continuing or surviving corporation or pursuant
to which shares of FMC's common stock would be converted into
cash, securities or other property, other than a merger of FMC in
which the
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holders of FMC's common stock immediately prior to the merger have
the same proportionate ownership of common stock of the surviving
corporation immediately after the merger or (ii) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transaction) of all, or substantially all, of the assets of FMC
(including, without limitation, more than 10% of FMC's equity
interest in the Bank), or
(b) the stockholders of FMC approved any plan or proposal for the
liquidation or dissolution of FMC, or
(c) except for any Employees Stock Ownership Plan of FMC or its
affiliates, any person (as such term is used in Section 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), shall become the beneficial owner (within the meaning of Rule
13d-3 under the Exchange Act) of 25% or more of FMC's outstanding
common stock, or
(d) during any period of two consecutive years, individuals who at the
beginning of such period constitute the entire Board of Directors of
FMC shall cease for any reason to constitute a majority thereof
unless the election, or the nomination for election by FMC's
stockholders, of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were
directors at the beginning of the period.
7. Provisions Applicable in the Event of a Change in Control.
(a) If a Change in Control of FMC shall have occurred while Ford is still
an employee of the Bank, he shall be entitled to the compensation
provided in Section 8 upon the subsequent termination of his
employment with the Bank by Ford or by the Bank unless such
termination is as a result of (i) Ford's death; (ii) Ford's
Disability (as defined in Section 7(b) below; (iii) Ford's
Retirement (as defined in Section 7(c) below); (iv) Ford's
termination by the Bank for Cause (as defined in Section 2 above or
(v) Ford's decision to terminate employment other than for Good
Reason (as defined in Section 7(d) below).
(b) "Disability" is defined as Ford's incapacity due to physical or
mental illness, to have been able to perform his duties with
the Bank for a period of three consecutive months. In such event,
the Bank shall be entitled to terminate this Contract (subject to
payment of then-accrued bonus and any other benefits).
(c) The term "Retirement" as used in this Contract shall mean termination
by the Bank or Ford of Ford's employment based on his having reached
age 65 or such other age as shall have been fixed in any
arrangement established with Ford's consent.
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(d) Ford may terminate his employment for Good Reason at any time during
the term of this Contract. For purposes of this Contract "Good
Reason" shall mean any of the following (without Ford's express
written consent):
(i) the assignment to Ford by the Bank after a Change in Control
of duties inconsistent with Ford's position, duties,
responsibilities and status with the Bank immediately prior to
a Change in Control of FMC, or a change in Ford's titles or
offices as in effect immediately prior to a Change in Control
of FMC, except in connection with the termination of his
employment for Disability, Retirement or Cause or as a result
of Ford's death or by Ford other than for Good Reason;
(ii) any failure by the Bank to continue in effect any benefit
plan or arrangement in which Ford is participating at
the time of a Change in Control of FMC (or any other plans
providing Ford with substantially similar benefits,
hereinafter referred to as "Benefit Plans"), or the taking of
any action by the Bank which would adversely affect Ford's
participation in or materially reduce Ford's benefits under
any such Benefit Plan or deprive Ford of any material fringe
benefit enjoyed by Ford at the time of a Change in Control of
FMC;
(iii) any failure by the Bank to continue in effect any incentive
plan or arrangement (including, without limitation, bonus and
contingent bonus arrangements) in which Ford is
participating at the time of a Change in Control of FMC (or
any other plans or arrangements providing him with
substantially similar benefits, hereinafter referred to as
"Incentive Plans") or the taking of any action by the Bank
which would adversely affect Ford's participation in any such
Incentive Plan or reduce Ford's benefits under any such
Incentive Plan;
(iv) any failure by FMC to continue in effect any plan or
arrangement to receive securities of FMC (including,
without limitation, any plan or arrangement to receive and
exercise stock options, stock appreciation rights, restricted
stock or grants thereof) in which Ford is participating at the
time of a Change in Control of FMC (or plans or arrangement
providing him with substantially similar benefits, hereinafter
referred to as "Securities Plans") or the taking of any action
by FMC which would adversely affect Ford's participation in or
materially reduce Ford's benefits under any such Securities
Plan;
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(v) any material breach by FMC or the Bank of any provision of this
Contract; or
(vi) any failure by FMC to obtain the assumption of this Contract
by any successor or assign of FMC.
8. Payment upon Premature Termination.
(a) If, other than after a Change in Control, the Bank shall terminate
Ford's employment (other than in accordance with Section 2 above),
the Bank shall pay to Ford the balance which would otherwise be
due under this contract.
(b) If after a Change in Control the Bank shall terminate Ford's
employment other than pursuant to Section 7(b) or Section 7(c),
above, or, if Ford shall terminate his employment for Good Reason,
then Bank shall pay Ford as severance pay twenty quarterly payments
(commencing on the date of termination) each equal to 25% of the
average of his aggregate annual base salary for the three
immediately preceding years received from FMC and any of its
subsidiaries (including the Bank).
9. (a) FMC will require any successor or assign (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of FMC, by
agreement in form and substance satisfactory to Ford, expressly,
absolutely and unconditionally to assume and agree to perform this
Contract in the same manner and to the same extent that FMC would
be required to perform it if no such succession or assignment had
taken place. Any failure of FMC to obtain such agreement prior to
the effectiveness of any such succession or assignment shall be a
material breach of this Contract and shall entitle Ford to
terminate his employment for Good Reason. As used in the Contract,
"FMC" shall mean FMC as hereinbefore defined and any successor or
assign to its business and/or assets as aforesaid which executes
and delivers the agreement provided for in this Section 9 or which
otherwise becomes bound by all the terms and provisions of this
Contract by operation of law. In event of failure to obtain such
agreement from a successor or assign, FMC agrees that it shall pay
or shall cause such employer to pay any amounts owed to Ford
pursuant to Section 8 hereof.
(b) This Contract shall inure to the benefit of and be enforceable by
Ford's personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees. If Ford should die while any amounts are still payable
thereunder, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this
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Contract to Ford's devisee, legatee, or other designee or, if
there be no such designee, to Ford's estate.
10. Notice. For purposes of this Contract, notices and all other
communications provided for in this Contract shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, as follows:
If to FMC and the Bank:
Chairman of the Board
First Manistique Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
If to Ford:
Xx. Xxxxxx X. Xxxx
XX 00, Xxx 0000X
Xxxxxxxxxx, Xxxxxxxx 00000
or such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
11. Miscellaneous. No provisions of this Contract may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by Ford, FMC and the Bank. No waiver by any party hereto at any
time of any breach by another party hereto of, or compliance with, any
condition or provision of this Contract to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not set forth expressly in this
Contract. This Contract shall be governed by and construed in accordance with
the laws of the State of Michigan.
12. Validity. The invalidity or unenforceability of any provision of this
Contract shall not affect the validity or enforceability of any other provision
of this Contract, which shall remain in full force and effect. By way of
example, but not of limitation, if any payments provided for hereunder are
found to be beyond limits permissible to be paid by FMC and/or the Bank by
statute or regulation, it is intended that the payments shall be made to the
maximum of any such lesser amount as is permissible to be paid by FMC and/or
Bank.
13. FMC agrees that the services Ford performs for any of its
subsidiaries, including the Bank, ultimately redound to the benefit of FMC.
Accordingly, FMC agrees that insofar as
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the Bank, for any reason whatsoever, is unable to perform any obligations
assumed hereunder, FMC shall fully and timely perform the same.
14. FMC, THE BANK, AND FORD ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS
A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. FMC, THE BANK AND FORD
ACKNOWLEDGE THAT EACH HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL OF
CHOICE, BEFORE SIGNING THIS CONTRACT, AND FMC, THE BANK AND FORD EACH HEREBY
KNOWINGLY AND VOLUNTARILY, WITHOUT COERCION, WAIVES ALL RIGHTS TO TRIAL BY JURY
OF ALL DISPUTES BETWEEN THEM.
IN WITNESS WHEREOF, the parties have executed this Contract, effective as
of the date first above written.
FIRST NORTHERN BANK & TRUST FIRST MANISTIQUE CORPORATION
By Xxxxxx X. Xxxx By Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx Xxxxxx X. Xxxx
Chairman of the Board Chairman of the Board
Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
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