EMPLOYMENT AGREEMENT
Exhibit
10.1
This
Agreement, made and dated as of July
19,
2005,
by and between Lincoln Bank, a federal savings bank (“Employer”), and Xxxxx X.
Xxxxx, a resident of Xxxxxxx County, Indiana (“Employee”).
W
I T
N E S S E T H
WHEREAS,
Employee is employed by Employer as its President and has made valuable
contributions to the profitability and financial strength of
Employer;
WHEREAS,
Employer desires to encourage Employee to continue to make valuable
contributions to Employer’s business operations and not to seek or accept
employment elsewhere;
WHEREAS,
Employee desires to be assured of a secure minimum compensation from Employer
for his services over a defined term;
WHEREAS,
Employer desires to assure the continued services of Employee on behalf of
Employer on an objective and impartial basis and without distraction or conflict
of interest in the event of an attempt by any person to obtain control of
Employer or Lincoln Bancorp (the “Holding Company”), the Indiana corporation
which owns all of the issued and outstanding capital stock of
Employer;
WHEREAS,
Employer recognizes that when faced with a proposal for a change of control
of
Employer or the Holding Company, Employee will have a significant role in
helping the Boards of Directors assess the options and advising the Boards
of
Directors on what is in the best interests of Employer, the Holding Company,
and
its shareholders, and it is necessary for Employee to be able to provide this
advice and counsel without being influenced by the uncertainties of his own
situation;
WHEREAS,
Employer desires to provide fair and reasonable benefits to Employee on the
terms and subject to the conditions set forth in this Agreement;
WHEREAS,
Employer desires reasonable protection of its confidential business and customer
information which it has developed over the years at substantial expense and
assurance that Employee will not compete with Employer for a reasonable period
of time after termination of his employment with Employer, except as otherwise
provided herein.
NOW,
THEREFORE, in consideration of these premises, the mutual covenants and
undertakings herein contained and the continued employment of Employee by
Employer as its President, Employer and Employee, each intending to be legally
bound, covenant and agree as follows:
1. Upon
the
terms and subject to the conditions set forth in this Agreement, Employer
employs Employee as its President, and Employee accepts such
employment.
2. Employee
agrees to serve as President and to perform such duties in those offices as
may
reasonably be assigned to him by Employer’s Board of Directors; provided,
however, that such duties shall be performed in or from the offices of Employer
currently located at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx, and shall be
of
the same character as those previously performed by Employee and generally
associated with the offices held by Employee. Employee shall render services
to
Employer as President in substantially the same manner and to substantially
the
same extent as Employee rendered his services to Employer before the date
hereof. While employed by Employer, Employee shall devote substantially all
his
business time and efforts to Employer’s business during regular business hours
and shall not engage in any other related business.
3. During
the term of this Agreement, Employer shall nominate the Employee to successive
terms as a member of Employer’s Board of Directors and shall use its best
efforts to elect and re-elect Employee as a member of such Board and to cause
Employee to be nominated, elected and re-elected as a member of Holding
Company’s Board of Directors. Employee shall receive additional compensation and
benefits as are provided from time to time to any other member of Employer’s
Board of Directors who is also an officer of Employer, but the Employee
acknowledges that currently there is no such additional compensation being
paid
and that there may never be any such additional compensation.
4. The
term
of this Agreement shall begin on the date set forth above (the “Effective Date”)
and shall end on the date which is three years following such date; provided,
however, that such term shall be extended automatically for an additional year
on each anniversary of the Effective Date if Employer’s Board of Directors
determines by resolution with respect to each such annual extension that the
performance of the Employee has met the Board’s requirements and standards and
that this Agreement should be extended for another year. Notwithstanding the
foregoing, if either party hereto gives written notice to the other party not
to
so extend within ninety (90) days prior to such anniversary, or if the
Employer’s Board of Directors does not adopt the resolution authorizing annual
extension of the contract with respect to any annual period during the term
of
this Agreement, no further automatic extension shall occur and the term of
this
Agreement shall end two years subsequent to the anniversary as of which the
notice not to extend or failure to extend for an additional year occurs (such
term, including any extension thereof shall herein be referred to as the
“Term”). Notwithstanding the foregoing, the Term may end earlier upon the
occurrence of any event described in Section 8.
In
the
that this Agreement is not extended for an additional year pursuant to this
Section 4, subject to the occurrence of another event described in Section
8,
compensation provided for herein (including Base Compensation) shall continue
to
be paid, and Employee shall continue to participate in the employee benefit,
retirement, and compensation plans and other perquisites as provided in Sections
5, 6 and 7 hereof through and until the end of the remaining two years of the
Term. Any benefits payable under insurance, health, retirement and bonus plans
as a result of Employee’s participation in such plans through such date shall be
paid when due under those plans.
5. Employee
shall receive an annual salary of $215,000 (“Base Compensation”) payable at
regular intervals in accordance with Employer’s normal payroll practices now or
hereafter in effect. Employer may consider and declare from time to time
increases in the salary it pays Employee and thereby increases in his Base
Compensation. Prior to a Change of Control, Employer may also declare decreases
in the salary it pays Employee if the operating results of Employer are
significantly less favorable than those for the fiscal year ending December
31,
2004, and Employer makes similar decreases in the salary it pays to other
executive officers of Employer. After a Change in Control, Employer shall
consider and declare salary increases based upon the following
standards:
Inflation;
Adjustments
to the salaries of other senior management personnel; and
Past
performance of Employee and the contribution which Employee makes to the
business and profits of Employer during the Term.
Any
and
all increases or decreases in Employee’s salary pursuant to this Section shall
cause the level of Base Compensation to be increased or decreased by the amount
of each such increase or decrease for purposes of this Agreement. The increased
or decreased level of Base Compensation as provided in this Section shall become
the level of Base Compensation for the remainder of the Term of this Agreement
until there is a further increase or decrease in Base Compensation as provided
herein.
6. So
long
as Employee is employed by Employer pursuant to this Agreement, he shall be
included as a participant in all present and future employee benefit,
retirement, and compensation plans available to any management employee of
Employer, consistent with his Base Compensation and his position as President
of
Employer, including, without limitation, Employer’s or the Holding Company’s
401(k) plan, Stock Option Plan, Recognition and Retention Plan and Trust,
Employee Stock Ownership Plan, and hospitalization, disability and group life
insurance plans, each of which Employer agrees to continue in effect on terms
no
less favorable than those currently in effect as of the date hereof (as
permitted by law) during the Term of this Agreement unless prior to a Change
of
Control the operating results of Employer are significantly less favorable
than
those for the fiscal year ending December 31, 2004, and unless (either before
or
after a Change of Control) changes in the accounting, legal, or tax treatment
of
such plans would adversely affect Employer’s operating results or financial
condition in a material way, and the Board of Directors of Employer or the
Holding Company concludes that modifications to such plans need to be made
to
avoid such adverse effects.
7. So
long
as Employee is employed by Employer pursuant to this Agreement, Employee shall
receive reimbursement from Employer for all reasonable business expenses
incurred in the course of his employment by Employer, upon submission to
Employer of written vouchers and statements for reimbursement. Employee shall
attend, upon the prior approval of Employer’s Board of Directors, those
professional meetings, conventions, and/or similar functions that he deems
appropriate and useful for purposes of keeping abreast of current developments
in the industry and/or promoting the interests of Employer. So long as Employee
is employed by Employer pursuant to the terms of this Agreement, Employer shall
continue in effect vacation policies applicable to Employee no less favorable
from his point of view than those written vacation policies in effect on the
date hereof. So long as Employee is employed by Employer pursuant to this
Agreement, Employee shall be entitled to office space and working conditions
no
less favorable than were in effect for him on the date hereof.
8. Subject
to the respective continuing obligations of the parties, including but not
limited to those set forth in subsections 10(A), 10(B), 10(C) and 10(D) hereof,
Employee’s employment by Employer may be terminated prior to the expiration of
the Term of this Agreement as follows:
(A) Employer,
by action of its Board of Directors and upon written notice to Employee, may
terminate Employee’s employment with Employer immediately for cause. For
purposes of this subsection 8(A), “cause” shall be defined as (i) personal
dishonesty, (ii) incompetence, (iii) willful misconduct, (iv) breach of
fiduciary duty involving personal profit, (v) intentional failure to perform
stated duties, (vi) willful violation of any law, rule, or regulation (other
than traffic violations or similar offenses) or final cease-and-desist order,
or
(vii) any material breach of any provision of this Agreement.
(B) Employer,
by action of its Board of Directors may terminate Employee’s employment with
Employer without cause at any time; provided, however, that the “date of
termination” for purposes of determining benefits payable to Employee under
subsection 9(B) hereof shall be the date which is 60 days after Employee
receives written notice of such termination.
(C) Employee,
by written notice to Employer, may terminate his employment with Employer
immediately for cause. For purposes of this subsection 8(C), “cause” shall be
defined as (i) any action by Employer’s Board of Directors to remove the
Employee as President of Employer, except for title changes contemplated by
this
Agreement and other promotions, if any, and except where the Employer’s Board of
Directors properly acts to remove Employee from such office for “cause” as
defined in subsection 8(A) hereof, (ii) any action by Employer’s Board of
Directors to materially limit, increase, or modify Employee’s duties and/or
authority as President of Employer, except for changes commensurate with
promotions, if any, (iii) any failure of Employer to obtain the assumption
of
the obligation to perform this Agreement by any successor or the reaffirmation
of such obligation by Employer, as contemplated in Section 21 hereof; or (iv)
any material breach by Employer of a term, condition or covenant of this
Agreement.
(D) Employee,
upon sixty (60) days written notice to Employer, may terminate his employment
with Employer without cause.
(E) Employee’s
employment with Employer shall terminate in the event of Employee’s death or
disability. For purposes hereof, “disability” shall be defined as Employee’s
inability by reason of illness or other physical or mental incapacity to perform
the duties required by his employment for any consecutive One Hundred Eighty
(180) day period, provided that notice of any termination by Employer because
of
Employee’s “disability” shall have been given to Employee prior to the full
resumption by him of the performance of such duties.
9. In
the
event of termination of Employee’s employment with Employer pursuant to Section
9 hereof, compensation shall continue to be paid by Employer to Employee as
follows:
(A) In
the
event of termination pursuant to subsection 8(A) or 8(D), compensation provided
for herein (including Base Compensation) shall continue to be paid, and Employee
shall continue to participate in the employee benefit, retirement, and
compensation plans and other perquisites as provided in Sections 5, 6 and 7
hereof, through the date of termination specified in the notice of termination.
Any benefits payable under insurance, health, retirement and bonus plans as
a
result of Employee’s participation in such plans through such date shall be paid
when due under those plans. The date of termination specified in any notice
of
termination pursuant to subsection 8(A) shall be no later than the last business
day of the month in which such notice is provided to Employee.
(B) In
the
event of termination pursuant to subsection 8(B) or 8(C), compensation provided
for herein (including Base Compensation) shall continue to be paid, and Employee
shall continue to participate in the employee benefit, retirement, and
compensation plans and other perquisites as provided in Sections 5, 6 and 7
hereof, through the date of termination specified in the notice of termination.
Any benefits payable under insurance, health, retirement and bonus plans as
a
result of Employee’s participation in such plans through such date shall be paid
when due under those plans. In addition, Employee shall be entitled to continue
to receive from Employer his Base Compensation at the rates in effect at the
time of termination (1) for three additional l2-month periods if the termination
follows a Change of Control or (2) for the remaining Term of the Agreement,
but
not less than six (6) months, if the termination does not follow a Change of
Control. In addition, during such periods and except as otherwise specifically
provided herein, Employer will maintain in full force and effect for the
continued benefit of Employee each employee welfare benefit plan and each
employee pension benefit plan (as such terms are defined in the Employee
Retirement Income Security Act of 1974, as amended) in which Employee was
entitled to participate immediately prior to the date of his termination unless
an essentially equivalent and no less favorable benefit is provided by a
subsequent employer of Employee. If the terms of any employee welfare benefit
plan or employee pension benefit plan of Employer do not permit continued
participation by Employee, Employer will arrange to provide to Employee a
benefit substantially similar to, and no less favorable than, the benefit he
was
entitled to receive under such plan at the end of the period of coverage. For
purposes of this Agreement, a “Change of Control” shall mean an acquisition of
“control” of the Holding Company or of Employer within the meaning of 12 C.F.R.
§574.4(a) (other than a change of control resulting from a trustee or other
fiduciary holding shares of Common Stock under an employee benefit plan of
the
Holding Company or any of its subsidiaries). Notwithstanding anything to the
contrary in the foregoing, any benefits payable under this subsection 9(B)
shall
be subject to the limitations on severance benefits set forth in Section 310
of
the OTS Thrift Activities Bulletin, as in effect on the Effective
Date.
(C) In
the
event of termination pursuant to subsection 8(E), compensation provided for
herein (including Base Compensation) shall continue to be paid, and Employee
shall continue to participate in the employee benefit, retirement, and
compensation plans and other perquisites as provided in Sections 5, 6 and 7
hereof, (i) in the event of Employee’s death, through the date of death, or (ii)
in the event of Employee’s disability, through the date of proper notice of
disability as required by subsection 8(E). Any benefits payable under insurance,
health, retirement and bonus plans as a result of Employer’s participation in
such plans through such date shall be paid when due under those
plans.
(D) Employer
will permit Employee or his personal representative(s) or heirs, during a period
of three months following Employee’s termination of employment by Employer for
the reasons set forth in subsections 8(B), (C) or (E), if such termination
follows a Change of Control, to require Employer, upon written request, to
purchase all outstanding stock options previously granted to Employee under
any
Holding Company stock option plan then in effect whether or not such options
are
then exercisable at a cash purchase price equal to the amount by which the
aggregate “fair market value” of the shares subject to such options exceeds the
aggregate option price for such shares. For purposes of this Agreement, the
term
“fair market value” shall mean the higher of (1) the average of the highest
asked prices for Holding Company shares in the over-the-counter market as
reported on the NASDAQ system if the shares are traded on such system for the
30
business days preceding such termination, or (2) the average per share price
actually paid for the most highly priced 1% of the Holding Company shares
acquired in connection with the Change of Control of the Holding Company by
any
person or group acquiring such control.
10. In
order
to induce Employer to enter into this Agreement, Employee hereby agrees as
follows:
(A) While
Employee is employed by Employer and for a period of three years after
termination of such employment, Employee shall not divulge or furnish any trade
secrets (as defined in IND. CODE § 24-2-3-2) of Employer or any
confidential information acquired by him while employed by Employer concerning
the policies, plans, procedures or customers of Employer to any person, firm
or
corporation, other than Employer or upon its written request, or use any such
trade secret or confidential information directly or indirectly for Employee’s
own benefit or for the benefit of any person, firm or corporation other than
Employer, since such trade secrets and confidential information are confidential
and shall at all times remain the property of Employer.
(B) For
a
period of two years after termination of Employee’s employment by Employer for
reasons other than those set forth in subsections 8(B) or (C) of this Agreement,
Employee shall not directly or indirectly provide banking or bank-related
services to or solicit the banking or bank-related business of any customer
of
Employer at the time of such provision of services or solicitation which
Employee served either alone or with others while employed by Employer in any
city, town, borough, township, village or other place in which Employee
performed services for Employer while employed by it, or assist any actual
or
potential competitor of Employer to provide banking or bank-related services
to
or solicit any such customer’s banking or bank-related business in any such
place. Notwithstanding the foregoing, the period for application of this
restriction in subsection 10(B) shall be reduced from two years to six months
following termination of Employee’s employment if Employer provides the notice
not to extend for an additional year under Section 4 of this
Agreement.
(C) While
Employee is employed by Employer and for a period of one year after termination
of Employee’s employment by Employer for reasons other than those set forth in
subsections 8(B) or (C) of this Agreement, Employee shall not, directly or
indirectly, as principal, agent, or trustee, or through the agency of any
corporation, partnership, trade association, agent or agency, engage in any
banking or bank-related business which competes with the business of Employer
as
conducted during Employee’s employment by Employer if Employee’s office with the
competing business is within a radius of twenty-five (25) miles of Employer’s
Greenwood office or within twenty-five (25) miles of Employer’s main office.
(Notwithstanding the foregoing, ownership of less than 2% of a class of publicly
held securities in any corporation shall not violate the provisions of this
subsection (C).) Furthermore, notwithstanding the foregoing, the period for
application of this restriction in subsection 10(C) shall be reduced from one
year to six months following termination of Employee’s employment if Employer
provides the notice not to extend for an additional year under Section 4 of
this
Agreement.
(D) If
Employee’s employment by Employer is terminated hereunder for any reason,
Employee will turn over immediately thereafter to Employer all business
correspondence, letters, papers, reports, customers’ lists, financial
statements, credit reports or other confidential information or documents of
Employer or its affiliates in the possession or control of Employee, all of
which writings are and will continue to be the sole and exclusive property
of
Employer or its affiliates.
If
Employee’s employment by Employer is terminated during the Term of this
Agreement for reasons set forth in subsections 8(B) or (C) of this Agreement,
Employee shall have no obligations to Employer with respect to the
noncompetition provisions under this Section 10.
11. Any
termination of Employee’s employment with Employer as contemplated by Section 8
hereof, except in the circumstances of Employee’s death, shall be communicated
by written “Notice of Termination” by the terminating party to the other party
hereto. Any “Notice of Termination” pursuant to subsections 8(A), 8(C) or 8(E)
shall indicate the specific provisions of this Agreement relied upon and shall
set forth in reasonable detail the facts and circumstances claimed to provide
a
basis for such termination.
12. If
Employee is suspended and/or temporarily prohibited from participating in the
conduct of Employer’s affairs by a notice served under section 8(e)(3) or (g)(1)
of the Federal Deposit Insurance Act (12 U.S.C. § 1818(e)(3) or (g)(1)),
Employer’s obligations under this Agreement shall be suspended as of the date of
service, unless stayed by appropriate proceedings. If the charges in the notice
are dismissed, Employer shall (i) pay Employee all or part of the compensation
withheld while its obligations under this Agreement were suspended and (ii)
reinstate (in whole or in part) any of its obligations which were
suspended.
13. If
Employee is removed and/or permanently prohibited from participating in the
conduct of Employer’s affairs by an order issued under section 8(e)(4) or (g)(1)
of the Federal Deposit Insurance Act (12 U.S.C. § 1818(e)(4) or (g)(1)),
all obligations of Employer under this Agreement shall terminate as of the
effective date of the order, but vested rights of the parties to the Agreement
shall not be affected.
14. If
Employer is in default (as defined in section 3(x)(1) of the Federal Deposit
Insurance Act), all obligations under this Agreement shall terminate as of
the
date of default, but this provision shall not affect any vested rights of
Employer or Employee.
15. All
obligations under this Agreement shall be terminated except to the extent
determined that the continuation of the Agreement is necessary for the continued
operation of Employer: (i) by the Director of the Office of Thrift Supervision
or his or her designee (the “Director”), at the time the Federal Deposit
Insurance Corporation enters into an agreement to provide assistance to or
on
behalf of Employer under the authority contained in Section 13(c) of the Federal
Deposit Insurance Act; or (ii) by the Director at the time the Director approves
a supervisory merger to resolve problems related to operation of Employer or
when Employer is determined by the Director to be in an unsafe and unsound
condition. Any rights of the parties that have already vested, however, shall
not be affected by such action.
16. Anything
in this Agreement to the contrary notwithstanding, in the event that the
Employer’s independent public accountants determine that any payment by the
Employer to or for the benefit of the Employee, whether paid or payable pursuant
to the terms of this Agreement, would be non-deductible by the Employer for
federal income tax purposes because of Section 280G of the Internal Revenue
Code
of 1986, as amended (the “Code”), then the amount payable to or for the benefit
of the Employee pursuant to this Agreement shall be reduced (but not below
zero)
to the Reduced Amount. For purposes of this Section 16, the “Reduced Amount”
shall be the amount which maximizes the amount payable without causing the
payment to be non-deductible by the Employer because of Section 280G of the
Code. Any payments made to Employee pursuant to this Agreement or otherwise,
are
subject to and conditional upon their compliance with 12 U.S.C. §1828(k) and
FDIC regulation 12 C.F.R. Part 359 (Golden Parachute and Indemnification
Payments) and any other regulations promulgated thereunder, to the extent
applicable to such parties.
17. If
a
dispute arises regarding the termination of Employee pursuant to Section 8
hereof or as to the interpretation or enforcement of this Agreement and Employee
obtains a final judgment in his favor in a court of competent jurisdiction
or
his claim is settled by Employer prior to the rendering of a judgment by such
a
court, all reasonable legal fees and expenses incurred by Employee in contesting
or disputing any such termination or seeking to obtain or enforce any right
or
benefit provided for in this Agreement or otherwise pursuing his claim shall
be
paid by Employer, to the extent permitted by law.
18. Should
Employee die after termination of his employment with Employer while any amounts
are payable to him hereunder, this Agreement shall inure to the benefit of
and
be enforceable by Employee’s executors, administrators, heirs, distributees,
devisees and legatees and all amounts payable hereunder shall be paid in
accordance with the terms of this Agreement to Employee’s devisee, legatee or
other designee or, if there is no such designee, to his estate.
19. For
purposes of this Agreement, notices and all other communications provided for
herein shall be in writing and shall be deemed to have been given when delivered
or mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If
to Employee:
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Xxxxx
X. Xxxxx
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000
Xxxxx Xxxxxxx Xxxxx
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Xxxxxxxxx,
XX 00000
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If
to Employer:
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Lincoln
Bank
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000
Xxxxxxxxxx Xxxxx
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X.X.
Xxx 000
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||
Xxxxxxxxxx,
Xxxxxxx 00000-0000
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or
to
such address as either party hereto may have furnished to the other party in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
20. The
validity, interpretation, and performance of this Agreement shall be governed
by
the laws of the State of Indiana, except as otherwise required by mandatory
operation of federal law.
21. Employer
shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of Employer, by agreement in form and substance satisfactory to Employee
to expressly assume and agree to perform this Agreement in the same manner
and
same extent that Employer would be required to perform it if no such succession
had taken place. Failure of Employer to obtain such agreement prior to the
effectiveness of any such succession shall be a material intentional breach
of
this Agreement and shall entitle Employee to terminate his employment with
Employer pursuant to subsection 8(C) hereof. As used in this Agreement,
“Employer” shall mean Employer as hereinbefore defined and any successor to its
business or assets as aforesaid.
22. No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by Employee
and
Employer. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
dissimilar provisions or conditions at the same or any prior 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 Agreement. This Agreement supersedes and
replaces the Employment Agreement dated as of August 2, 2004 between Lincoln
Bank and Employee which shall terminate on the Effective Date hereof and
thereupon be void and without further force and effect.
23. The
invalidity or unenforceability of any provisions of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement
which shall remain in full force and effect.
24. This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original but all of which together shall constitute one and the same
agreement.
25. This
Agreement is personal in nature and neither party hereto shall, without consent
of the other, assign or transfer this Agreement or any rights or obligations
hereunder except as provided in Section 18 and Section 21 above. Without
limiting the foregoing, Employee’s right to receive compensation hereunder shall
not be assignable or transferable, whether by pledge, creation of a security
interest or otherwise, other than a transfer by his will or by the laws of
descent or distribution as set forth in Section 18 hereof, and in the event
of
any attempted assignment or transfer contrary to this paragraph, Employer shall
have no liability to pay any amounts so attempted to be assigned or
transferred.
IN
WITNESS WHEREOF, the parties have caused the Agreement to be executed and
delivered as of the day and year first above set forth.
LINCOLN
BANK
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By:
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/s/ Xxxx X. Xxxx | |
Xxxx
X. Xxxx, Senior Vice President
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and
Chief Financial Officer
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“Employer”
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/s/ Xxxxx X. Xxxxx | ||
Xxxxx
X. Xxxxx
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“Employee”
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The
undersigned, Lincoln Bancorp, sole shareholder of Employer, agrees that if
it
shall be determined for any reason that any obligations on the part of Employer
to continue to make any payments due under this Agreement to Employee is
unenforceable for any reason, Lincoln Bancorp, agrees to honor the terms of
this
Agreement and continue to make any such payments due hereunder to Employee
pursuant to the terms of this Agreement.
During
Employee’s active employment by Employer, Lincoln Bancorp shall nominate
Employee to successive terms as a member of Lincoln Bancorp’s Board of Directors
and as Lincoln Bancorp’s Chairman. Lincoln Bancorp shall use its best efforts to
elect and re-elect Employee as a member of such Board and Chairman. While
serving as the Chairman of Lincoln Bancorp and as a director of Lincoln Bancorp,
Employee shall be entitled to the same benefits and compensation for services
as
provided to the Chairman and other employee directors of Lincoln
Bancorp.
LINCOLN
BANCORP
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By:
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/s/ Xxxx X. Xxxx | |
Xxxx
X. Xxxx, Secretary and Treasurer
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