EMPLOYMENT AGREEMENT
Exhibit
10.1
THIS
EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this
9th
day of February, 2006 (the “Commencement Date”), by and between LSB Financial
Corp. (the "Company") and Xxxxxxxx X. Xxxxxxxx (the "Employee").
WHEREAS,
the Employee currently serves as the President and Chief Executive Officer
of
the Company and of the Company's wholly-owned subsidiary, Lafayette Savings
Bank, FSB (the "Bank");
WHEREAS,
the board of directors of the Company (the "Board of Directors" or the "Board")
believes it is in the best interests of the Company and its subsidiaries
for the
Company to enter into this Agreement with the Employee in order to assure
continuity of management of the Company and its subsidiaries; and
WHEREAS,
the Board of Directors has approved and authorized the execution of this
Agreement with the Employee to take effect on the Commencement
Date;
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.
(a) The
term
"Change in Control" means (1) an acquisition of securities of the Company
or the
Bank that is determined by the Board of Directors to constitute an acquisition
of control of the Company or the Bank within the meaning of the Change in
Bank
Control Act (12 U.S.C. § 18170)) and the Savings and Loan Holding Company Act
(12 U.S.C. §1467aff), and any successor sections and the applicable regulations
thereunder; (2) an event that would be required to be reported in response
to
Item 1 of the current report on Form 8-K, as in effect on the Commencement
Date,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx
"Xxxxxxxx Xxx"); (3) any person (as the term is used in Sections 13(d) and
14(d)
of the Exchange Act) is or becomes the beneficial owner (as defined in Rule
13d-3 under the Exchange Act) directly or indirectly of securities of the
Company or the Bank representing 25% or more of the combined voting power
of the
Company's or the Bank's outstanding securities; (4) individuals who are members
of the Board of Directors on the Commencement Date (the "Incumbent Board")
cease
for any reason to constitute at least a majority thereof, provided that any
person becoming a director subsequent to the Commencement Date whose election
was approved by a vote of at least three-quarters of the directors comprising
the Incumbent Board, or whose nomination for election by the Company's
stockholders was approved by a nominating committee serving under an Incumbent
Board, shall be considered a member of the Incumbent Board; or (5) consummation
of a plan of reorganization, merger or consolidation of the Company, sale
of all
or substantially all of the assets of the Company, a similar transaction
in
which the Company is not the resulting entity; provided that the term "change
in
control" shall not include an acquisition of
securities
by an employee benefit plan of the Bank or the Company. In the application
of
regulations under the Change in Bank Control Act or the Savings and Loan
Holding
Company Act, determinations to be made by the applicable federal banking
regulator shall be made by the Board of Directors.
(b) 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.
(c) The
term
"Date of Termination" means the date upon which the Employee's employment
with
the Company or the Bank or both ceases, as specified in a notice of termination
pursuant to Section 8 of this Agreement.
(d) The
term
"Involuntary Termination" means the termination of the employment of the
Employee (i) by either the Company or the Bank or both without his express
written consent; or (ii) by the Employee within 120 days following the earlier
of the date the Employee becomes aware of or the date the Employee reasonably
should have become aware of a material diminution of or interference with
his
duties, responsibilities or benefits, including (without limitation) 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 Lafayette,
Indiana, or within 35 miles thereof, except for reasonable travel on Company
or
Bank business; (2) a material demotion of the Employee; (3) a material reduction
in the number or seniority of personnel reporting to the Employee or a material
reduction in the frequency with which, or in the nature of the matters with
respect to which such personnel are to report to the Employee, other than
as
part of a Bank- or Company-wide reduction in staff; (4) a reduction in the
Employee's salary or a material adverse change in the Employee's perquisites,
benefits, contingent benefits or vacation, other than prior to a Change in
Control 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;
(5) a
material permanent increase in the required hours of work or the workload
of the
Employee; or (6) the failure of the Board of Directors ( or a board of directors
of a successor of the Company) to elect him as President and Chief Executive
Officer of the Company ( or a successor of the Company) or any action by
the
Board of Directors ( or a board of directors of a successor of the Company)
removing him from any of such offices, or the failure of the board of directors
of the Bank (or any successor of the Bank) to elect him as President and
Chief
Executive Officer of the Bank (or any successor of the Bank) or any action
by
such board ( or board of a successor of the Bank) removing him from any of
such
offices. The term "Involuntary Termination" does not include Termination
for
Cause or termination of employment due to retirement, death, disability or
suspension or temporary or permanent prohibition from participation in the
conduct of the Bank's affairs under Section 8 of the Federal Deposit Insurance
Act ("FDIA ").
(e) The
terms
"Termination for Cause" and "Terminated for Cause" mean termination of the
employment of the Employee with either the Company or the Bank, as the case
may
be, because of the Employee's dishonesty, incompetence, willful misconduct,
breach of a fiduciary duty involving personal profit, intentional failure
to
perform stated duties, willful violation of any law, rule, or regulation
(excluding traffic violations or similar offenses) or final cease-and-desist
order, or material breach of any provision of this Agreement. No act or failure
to act by the
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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. The Employee shall not be
deemed
to have been Terminated for Cause unless and until there shall have been
delivered to the Employee a copy of a resolution, duly adopted by the
affirmative vote of not less than a majority of the entire membership of
the
Board of Directors at a meeting of the Board duly called and held for such
purpose (after reasonable notice to the Employee and an opportunity for the
Employee, together with the Employee's counsel, to be heard before the Board),
stating that in the good faith opinion of the Board of Directors the Employee
has engaged in conduct described in the preceding sentence and specifying
the
particulars thereof in detail. The opportunity of the Employee to be heard
before the Board shall not affect the right of the Employee to arbitration
as
set forth in paragraph 19.
2. Term.
The
initial term of this Agreement shall be for the period commencing on the
Commencement Date and terminating on December 31, 2006, subject to earlier
termination as provided herein. Beginning on December 31, 2006, and on each
anniversary thereafter, the term of this Agreement shall be extended for
a
period of one year, provided that the Company has not given notice to the
Employee in writing at least 90 days prior to such anniversary that the term
of
this Agreement shall not be extended further, and provided further that the
Employee has not received an unsatisfactory performance review by either
the
Board of Directors or the board of directors of the Bank.
3. Employment.
The Employee is employed as the President and Chief Executive Officer of
the
Company and the Bank effective as of the Commencement Date. As such, the
Employee shall render administrative and management services as are customarily
performed by persons situated in similar executive capacities, and shall
have
such other powers and duties as the Board of Directors or the board of directors
of the Bank may prescribe from time to time. The Employee shall also render
services to any subsidiary or subsidiaries of the Company or the Bank as
requested by the Company or the Bank from time to time consistent with his
executive position. The Employee shall devote his best efforts and full time
and
attention to the business and affairs of the Company 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 personal
investments, so long as such activities do not interfere materially with
performance of his responsibilities hereunder.
4. Compensation.
(a) Salary.
The Company agrees to pay the Employee during the term of this Agreement
an
annualized base salary of at least $186,000 per year (the "Company Salary");
provided that any amounts of salary actually paid to the Employee by any
Consolidated Subsidiaries shall reduce the amount to be paid by the Company
to
the Employee. The Company Salary shall be paid no less frequently than monthly
and shall be subject to customary tax withholding. The amount of the Employee's
Company Salary shall be increased (but shall not be decreased) from time
to time
in accordance with the amounts of salary approved by the Board of Directors
or
the board of directors of any of the Consolidated Subsidiaries after the
Commencement Date. Adjustments in salary or other compensation shall not
limit
or reduce any other obligation of the Company under this
Agreement.
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(b) Discretionary:
Bonuses. The Employee shall be entitled to participate in an equitable manner
with all other executive officers of the Company and the Bank in such
performance-based and discretionary bonuses, if any, as are authorized and
declared by the Board of Directors for executive officers of the Company
and by
the board of directors of the Bank for executive officers of the
Bank.
(c) Expenses.
The Employee shall be entitled to receive prompt 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
executive officers of the Company and the Bank, provided that the Employee
accounts for such expenses as required under such policies and
procedures.
(d) Deferral
of Non-Deductible Compensation. In the event that the Employee's aggregate
compensation (including compensatory benefits which are deemed remuneration
for
purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended
(the
"Code'.')) from the Company and the Consolidated Subsidiaries for any calendar
year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of
compensation deductible by the Company or any of the Consolidated Subsidiaries
in any calendar year under Section 162(m) of the Code (the "maximum allowable
amount"), then any such amount in excess of the maximum allowable amount
shall
be mandatorily deferred with interest thereon at 8% per annum, compounded
annually, to a calendar year such that the amount to be paid to the Employee
in
such calendar year, including deferred amounts and interest thereon, does
not
exceed the maximum allowable amount. Subject to the foregoing, deferred amounts
including interest thereon shall be payable at the earliest time permissible.
All unpaid deferred amounts shall be paid to the Employee not later than
his
Date of Termination unless his Date of Termination is on a December 31st,
in
which case, the unpaid deferred amounts shall be paid to the Employee on
the
first business day of the next succeeding calendar year. The provisions of
this
subsection shall survive any termination of the Employee's employment and
any
termination of this Agreement.
5. Benefits.
(a) Participation
in Benefit Plans. The Employee shall be entitled to participate, to the same
extent as executive officers of the Company and the Bank generally, in all
plans
of the Company and the Bank 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 the Company's or the Bank's executive
officers are eligible or become eligible to participate.
(b) Fringe
Benefits. The Employee shall be eligible to participate in, and receive benefits
under, any other fringe benefit plans or perquisites which are or may become
generally available to the Company's or the Bank's executive officers, including
but not limited to supplemental retirement, incentive compensation, supplemental
medical or life insurance plans, company cars, club dues, physical examinations,
financial planning and tax preparation services.
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(c) Automobile.
The Company shall either purchase or lease an automobile of the Company's
choosing for the sole use of the Employee, at no cost to the
Employee.
(d) Country
Club Dues. The Company shall pay for the Employee any initiation fees, monthly
dues and assessments, and any other business related charges at a local country
club.
(e) Salary
and Benefits Provided by the Bank. To the extent that the Bank pays salary
and
pays or provides other compensation and benefits of any kind provided for
in
this Agreement, the Company's obligation do so under this Agreement shall
be
excused.
6. Vacations;
Leave. The Employee shall be entitled to annual paid vacation, in accordance
with the policies established by the Board of Directors and the board of
directors of the Bank for executive officers, in no event less than 23 days
per
year, 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.
7. Termination
of Employment. The Board of Directors may terminate the Employee's employment
at
any time and such termination of employment, except in the case of Termination
for Cause, shall not prejudice the Employee's right to compensation or other
benefits under this Agreement.
(a) Termination
for Cause. In the event of Termination for Cause, the Company shall pay the
Employee the Employee's salary through the Date of Termination, and the Company
shall have no further obligation to the Employee under this
Agreement.
(b) Voluntary
Termination. The Employee's employment may be voluntarily terminated by the
Employee at any time upon 90 days' written notice to the Company or such
shorter
period as may be agreed upon between the Employee and the Board of Directors,
for reasons other than reasons that constitute Involuntary Termination. In
the
event of such voluntary termination, the Bank shall be obligated to continue
to
pay to the Employee the Employee's salary and benefits only through the Date
of
Termination, at the time such payments are due, and the Company shall have
no
further obligation to the Employee under this Agreement.
(c) Involuntary
Termination Not Related to a Change in Control. In the event the Employee
experiences an Involuntary Termination not related to a Change in Control,
(1)
the Company shall pay to the Employee during the remaining term of this
Agreement the Employee's salary at the rate in effect immediately prior to
the
Date of Termination, payable in such manner and at such times as such salary
would have been payable to the Employee under Section 4(a) if the Employee
had
continued to be employed by the Company, and (2) the Company shall provide
to
the Employee during the remaining term of this Agreement health insurance
benefits as maintained for the benefit of its Senior Executives from time
to
time during the remaining term of the Agreement on substantially the same
terms
as would apply if he had continued to be employed.
(d) Involuntary
Termination Related to a Change in Control. In the event the Employee
experiences an Involuntary Termination at the time of, or within 12 months
following
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a
Change
in Control, the Company shall (1) pay to the Employee in a lump sum in cash
within 25 business days after the Date of Termination an amount equal to
299% of
the Employee's "base amount" as defined in Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"); and (2) provide to the Employee during
the remaining term of this Agreement, at no cost to Employee, health benefits
as
are maintained for Senior Executives from time to time during the remaining
term
of this Agreement on substantially the same terms as would apply if he had
continued to be employed. Anything in this Agreement to the contrary
notwithstanding, in the event that the Company's independent public accountants
determine that any payment by the Company 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 Company or the Bank for federal income tax purposes
because of Section 280G of 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 7(d), the
“Reduced Amount” shall be the amount which maximizes the amount payable without
causing the payment to be non-deductible by the Company or the Bank 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.
(e) Death;
Disability. In the event of the death of the Employee while employed under
this
Agreement and prior to any termination of employment, the Employee's estate,
or
such person as the Employee may have previously designated in writing, shall
be
entitled to receive from the Company the salary of the Employee through the
last
day of the calendar month in which the Employee died. If the Employee becomes
"permanently disabled" while employed under this Agreement, the Board of
Directors shall be entitled to terminate this Agreement and the employment
of
the Employee at any time at its discretion. For purposes of this Agreement,
the
term "permanently disabled" means that the Employee has a mental or physical
infirmity which permanently impairs his ability to perform substantially
his
duties and responsibilities under this Agreement and which results in (i)
eligibility of the Employee under the long-term disability plan of the Company
or the Bank, if any; or (ii) inability of the Employee to perform substantially
his duties and responsibilities under this Agreement for a period of 180
consecutive days.
(f) Temporary
Suspension or Prohibition. If the Employee is suspended and/or temporarily
prohibited from participating in the conduct of the Bank's affairs by a notice
served under Section 8(e)(3) or (g)(l) of the FDIA, 12 U.S.C. § 1818(e)(3) and
(g)(l), the Company'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, the Company may in its discretion (i) pay the 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.
(g) Permanent
Suspension or Prohibition. If the Employee is removed and/or permanently
prohibited from participating in the conduct of the Bank's affairs by an
order
issued under Section 8(e)(4) or (g)(l) of the FDIA, 12 U.S.C. § 1818(e)(4) and
(g)(l), all obligations of
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the
Company under this Agreement shall terminate as of the effective date of
the
order, but vested rights of the contracting parties shall not be
affected.
(h) Default
of the Bank. If the Bank is in default (as defined in Section 3(x)(1) of
the
FDIA), all obligations of the Company under this Agreement shall terminate
as of
the date of default, but this provision shall not affect any vested rights
of
the contracting parties.
(i) Termination
by Regulators. All obligations of the Company under this Agreement shall
be
terminated, except to the extent determined that continuation of this Agreement
is necessary for the continued operation of the Bank: (i) by the Director
of the
Office of Thrift Supervision (the "Director") or his or her designee, at
the
time the Federal Deposit Insurance Corporation enters into an agreement to
provide assistance to or on behalf of the Bank under the authority contained
in
Section 13(c) of the FDIA; or (ii) by the Director or his or her designee,
at
the time the Director or his or her designee approves a supervisory merger
to
resolve problems related to operation of the Bank or when the Bank is determined
by the Director to be in an unsafe or unsound condition. Any rights of the
parties that have already vested, however, shall not be affected by any such
action.
8. Notice
of
Termination. In the event that the Company or the Bank, or both, desire to
terminate the employment of the Employee during the term of this Agreement,
the
Company or the Bank, or both, 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 the Company 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 as described in Section 7(b) above,
he
shall deliver a written notice to the Company, stating the date upon which
employment shall terminate, which date shall be at least 90 days after the
date
upon which the notice is delivered, unless the parties agree to a date sooner.
9. No
Mitigation. The Employee shall not be required to mitigate the amount of
any
salary or other payment or benefit provided for in this Agreement by seeking
other employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Agreement be reduced by any compensation earned by the
Employee as the result of employment by another employer, by retirement benefits
after the Date of Termination or otherwise.
10. Attorneys
Fees. The Company shall pay all legal fees and related expenses (including
the
costs of experts, evidence and counsel) 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 by the Company
(or its successors) or the Consolidated Subsidiaries under which the Employee
is
or may be entitled to receive benefits; provided that the Company's
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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 the Company or the Bank.
11. Non-Disclosure
and Non-Solicitation.
(a) Non-Disclosure.
The Employee acknowledges that he has acquired, and will continue to acquire
while employed by the Company and/or any Consolidated Subsidiary, special
knowledge of the business, affairs, strategies and plans of the Company and
the
consolidated Subsidiaries which has not been disclosed to the public and
which
constitutes confidential and proprietary business information owned by the
Company and the Consolidated Subsidiaries, including but not limited to,
information about the customers, customer lists, software, data, formulae,
processes, inventions, trade secrets, marketing information and plans, and
business strategies of the Company and the Consolidated Subsidiaries, and
other
information about the products and services offered or developed or planned
to
be offered or developed by the Company and/or the Consolidated Subsidiaries
("Confidential Information"). The Employee agrees that, without the prior
written consent of the Company, he shall not, during the term of his employment
or at any time thereafter, in any manner directly or indirectly disclose
any
Confidential Information to any person or entity other than the Company and
the
Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee
is
requested or required (including but not limited to by oral questions,
interrogatories, requests for information or documents in legal proceeding,
subpoena, civil investigative demand or other similar process) to disclose
any
Confidential Information the Employee shall provide the Company with prompt
written notice of any such request or requirement so that the Company and/or
a
Consolidated Subsidiary may seek a protective order or other appropriate
remedy
and/or waive compliance with the provisions of this Section 11(a). If, in
the
absence of a protective order or other remedy or the receipt of a waiver
from
the Company, the Employee is nonetheless legally compelled to disclose
Confidential Information to any tribunal or else stand liable for contempt
or
suffer other censure or penalty, the Employee may, without liability hereunder,
disclose to such tribunal only that portion of the Confidential Information
which is legally required to be disclosed, provided that the Employee exercise
his best efforts to preserve the confidentiality of the Confidential
Information, including without limitation by cooperating with the Company
and/or
a Consolidated Subsidiary to obtain an appropriate protective order or other
reliable assurance that confidential treatment will be accorded the Confidential
Information by such tribunal. On the Date of Termination, the Employee shall
promptly deliver to the Company all copies of documents or other records
(including without limitation electronic records) containing any Confidential
Information that is in his possession or under his control, and shall retain
no
written or electronic record of any Confidential Information.
(b) Non-Solicitation.
During the three year period next following the Date of Termination, the
Employee shall not directly or indirectly solicit, encourage, or induce any
person while employed by the Company or any Consolidated Subsidiary to (i)
leave
the Company or any Consolidated Subsidiary, (ii) cease his or her employment
with the Company or any Consolidated Subsidiary or (iii) accept employment
with
another entity or person.
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The
provisions of this Section 11 shall survive any termination of the Employee's
employment and any termination of this Agreement.
12. No
Assignments.
(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
the
Company shall require any successor or assign (whether direct or indirect,
by
purchase, merger, consolidation or otherwise) by an assumption agreement
in form
and substance satisfactory to the Employee, to expressly assume and agree
to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession or assignment
had
taken place. Failure of the Company to obtain such an assumption agreement
prior
to the effectiveness of any such succession or assignment shall be a breach
of
this Agreement and shall entitle the Employee to compensation and benefits
from
the Company in the same amount and on the same terms as provided for an
Involuntary Termination under Section 7 hereof. For purposes of implementing
the
provisions of this Section 12(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.
13. Notice.
For the purposes of this Agreement, notices and all other 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 at its home office, to
the
attention of the Board of Directors with a copy to the Secretary of the Company,
or, if to the Employee, to such home or other address as the Employee has
most
recently provided in writing to the Company.
14. Amendments.
No amendments or additions to this Agreement shall be 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 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 severable and the invalidity
or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.
17. Governing
Law. This Agreement shall be governed by the laws of the State of Indiana.
18. Arbitration.
Any dispute or controversy arising under or in connection with this Agreement
(other than relating to the enforcement of the provisions of Section 11)
shall
be settled exclusively by arbitration in accordance with the rules of the
American Arbitration
9
Association
then in effect. Judgment may be entered on the arbitrator's award in any
court
having jurisdiction.
19. Equitable
and Other Judicial Relief. In the event of an actual or threatened breach
by the
Employee of any of the provisions of Section 11, the Company shall be entitled
to equitable relief in the form of an injunction from a court of competent
jurisdiction and such other equitable and legal relief as such court deems
appropriate under the circumstances. The parties agree that the Company shall
not be required to post any bond in connection with the grant or issuance
of an
injunction (preliminary, temporary and/or permanent) by a court of competent
jurisdiction, and if a bond is nevertheless required, the parties agree that
it
shall be in a nominal amount. The parties further agree that in the event
of a
breach by the Employee of any of the provisions of Section 11, the Company
will
suffer irreparable damage and its remedy at law against the Employee is
inadequate to compensate it for such damage.
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.
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Attest:
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By:
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/s/
Xxxx Xx Xxxxx
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By:
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/s/
Xxxxxxxxx X. Xxxxxxx
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Xxxx
Xx Xxxxx
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Xxxxxxxxx
X. Xxxxxxx
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Its:
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Chairman
of the Board
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EMPLOYEE
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/s/
Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx
X. Xxxxxxxx
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