EMPLOYMENT AGREEMENT
This employment agreement made this __ day of _________ 1997, between West Des
Moines State Bank (Company) and ________________ (Executive).
Whereas the Executive is presently serving as a senior vice president of the
Company and whereas the board of directors of the Company recognizes the
valuable contributions that the Executive has made and whereas the board of
directors wishes to assure the continued availability of the services of the
Executive, as well as the Executive's complete and undivided attention to the
affairs of the Company, now therefore, in consideration of the mutual covenants
herein contained, the Company and the Executive enter into this employment
agreement.
1. Employment in Term
This agreement shall commence on the date hereof and shall continue in
effect through December 1999, provided, however, that commencing on January
1, 2000, and each January 1 thereafter, the term of this agreement shall
automatically be extended for one additional year unless, not later than by
September 30 of the preceding year, the Company shall have given notice
that it does not wish to extend this agreement.
2. Position and Duties
The Executive shall continue the Executive's service as senior vice
president of the Company and shall continue to have such responsibilities
and authority as may be given to the Executive from time to time by the
president of the Company. The Executive shall devote substantially all the
Executive's working time and efforts to the business affairs of the
Company.
3. Compensation and Benefits
A) Salary. During the period of the Executive's employment hereunder, the
Company shall pay to the Executive a salary at the rate of not less
than $__________ per annum upon the same frequency and on the same
basis that the Company normally makes salary payments to other
executive personnel. Appropriate adjustments will be made to the
Executive's annual base salary giving consideration to the value of
the Executive's services, and to comparable adjustments to salaries
paid to other executive employees of the Company with the annual
increase in base salary to be not less than the increase in the C.P.I
for the previous calendar year. If such increases take place, the
Company shall not thereafter decrease the Executive's salary without
the Executive's consent during the term of this agreement.
B) Benefits. Company shall provide Executive, in addition to the annual
base salary, all benefits made available to other officer staff of the
Company as described in the Company benefit plan including, but not
limited to; group term life insurance, group medical and disability
coverage, paid vacations and paid sick leave, profit sharing plan,
paid vacation in an amount established by Company benefit plan but in
no event less than four weeks.
4. Termination by Company
The Executive's employment may be terminated only under the following
conditions.
A) Death. The Executive's employment hereunder shall terminate
automatically upon the Executive's death. Such termination shall be
effective on the last day of the month in which the Executive's death
occurs.
B) Disability. If the Executive becomes incapacitated, as defined by the
Company's health and disability plan, due to physical or mental
illness, and be absent from the Executive's duties on a full time
basis for six consecutive months, and shall not have returned to the
performance of the Executive's duties within thirty days after
receiving written notice of termination, the Company may terminate the
Executive's employment.
C) For Cause. Company may terminate Executive's employment at any time
for cause. Cause shall exist if Executive: is adjudged of a material
violation of a law or regulation governing the Executive's conduct as
an officer or director of the Company; or substantially neglects the
Executive's duties, or acts or fails to act the result of which
materially impairs the Company's safety and soundness; or engages in
personal conduct, which when considering the Executive's position with
the Company, would materially detract from its business reputation in
the community served.
5. Compensation upon Termination by the Company
The Executive shall be entitled to the following compensation upon
termination by the Company.
A) Death. If the Executive's employment is terminated by death, the
Company shall pay to the Executive's spouse, beneficiary, or the
Executive's estate, the Executive's then current salary through the
last day of the month in which such death occurs and shall continue to
pay such salary for an additional three months.
B) Disability. If the Executive shall become disabled, the Company shall
continue to pay the Executive's salary until such time as this
agreement is terminated in accordance with the provisions relating to
termination on account of disability,
C) For Cause. If the Executive's employment shall be terminated by the
Company for cause, the Company shall pay the Executive the Executive's
full salary through the date of termination for cause at the rate in
effect at the time of notice of termination, and the Company shall
thereafter have no further obligations to the Executive under this
agreement.
If the Company shall terminate the agreement other than as allowed herein, the
Executive shall be paid the Executive's full salary through the date of
termination and in addition shall be paid the Executive's monthly salary in
effect at the time of termination times the number of months remaining to run
until expiration of the Executive's employment agreement plus an amount equal to
one years annual base salary. Such lump sum payment shall not be reduced by any
present value calculation nor by any other amount and shall be paid to the
Executive within thirty days of the Executive's date of termination.
6. Termination by the Executive
The Executive may terminate the Executive's employment hereunder under the
following conditions.
A) Health. If the Executive's health should become impaired to the extent
it makes the Executive's continued performance of the Executive's
duties hereunder hazardous to the Executive's physical or mental
health. Should the Executive desire to terminate this agreement for
physical or mental health reasons, the Executive shall be required to
furnish a written statement from a qualified physician that such
termination is necessary to protect the Executive's physical or mental
health and the Executive shall also agree, if requested by the
Company, to submit to an examination by a physician selected by the
Company and such Company physician must concur in the foregoing
determination.
B) For Sufficient Reason. The Executive shall have sufficient reason to
terminate this agreement if:
i) there is a change in control of the Company;
ii) there is a failure by the Company to substantially comply with
any material provision of this agreement and such failure has
continued for a period of thirty days after notice of such
failure has been given by the Executive to the Company; or
iii) there is a constructive termination on behalf of the Company by
relocating of the Executive outside of Polk County or by
substantial diminution of rank or duties.
7. Compensation upon Termination by the Executive
A) If the Executive terminates employment for Health as allowed in
section 6 above, but for reason of disability as elsewhere defined,
then the Company shall pay the Executive's current salary through the
month of termination and one (1) additional month's salary.
B) If the Executive terminates employment for Sufficient Reason as
allowed in section 6 above, then the Company shall pay the Executive
compensation as defined herein.
i) Change of Control; The Executive agrees that, subject to the
terms and conditions, in the event of a change in control of the
Company, the Executive will remain in the employ of the Company
for a period of at least six months from the occurrence of such
change in control of the Company or, if shorter, until the
termination of the Executive's employment by reason of the
Executive's total disability or death. Subject to the terms and
conditions of this agreement, following a change in control of
the Company the Executive shall be entitled to the following
benefits: a) If the Executive remains in the employ of the
Company for a period of six (6) months immediately following the
date of occurrence of a change in control of the Company, the
Company shall pay the Executive a lump sum payment in the amount
of one (1) year's annual base compensation within thirty days
after the expiration of said six (6) month period, regardless of
whether or not the Executive continues in the employ of the
Company after the expiration of said six (6) month period. b) If
the Executive's employment during such six (6) month period shall
be terminated by the Executive for any reason whatsoever other
than as a result of the Executive's death or total disability,
the Company shall pay the Executive the Executive's full base
salary through the date of termination of the Executive's
employment at the rate in effect at the time of the Executive's
termination of employment, plus any other amounts to which the
Executive is entitled under any compensation plan of the Company,
at the time such payments are due, but the Executive shall not be
entitled to the payment provided for in section (a) above.
ii) If the Executive terminates employment for Sufficient Reason as
defined in (6.B), above, other than for change in control, the
Executive shall be paid the Executive's full salary through the
date of termination and in addition shall be paid the Executive's
monthly salary in effect at the time of termination times the
number of months remaining to run until expiration of the
Executive's employment agreement plus an amount equal to one
year's annual base salary. Such lump sum payment shall not be
reduced by any present value calculation nor by any other amount
and shall be paid to the Executive within thirty days of the
Executive's date of termination.
C) If the Executive terminates employment for reasons other than (6.A) or
(6.B), above, the Executive shall be compensated as if he had been
terminated for cause.
8. Change in Control. Change in control shall consist of either of the
following occurrences.
A) A change in control shall be deemed to have occurred if the Company
shall be merged or consolidated with another corporation, and as a
result of such merger or consolidation, less than 50 percent of the
outstanding voting securities of the surviving or resulting
corporation shall be owned in the aggregate by the former shareholders
of the Company.
B) A change in control shall mean the acquisition by any corporation or
group of associated persons acting in concert, of an a ggregate of
more than 30 percent of the outstanding shares of voting stock of the
Company coupled with or followed by the election as directors of the
Company of persons who were not directors at the time of such
acquisition if such persons shall become a majority of the board of
directors of the Company.
9. Agreement Not to Compete
Executive agrees that during the term of the Executive's employment
hereunder and for a period of one (1) year after termination of this
agreement for any reason except termination by the Company he will not,
either directly or indirectly, on the Executive's own behalf or as a
partner, officer, employee, consultant, stockholder (except by ownership of
less than 1% of the outstanding stock of a publicly held corporation, of
the ownership does not involve any managerial or operation responsibility),
director or trustee of any person, firm, or corporation or otherwise,
engage in any business within the Company's trading territory, competing
with the business now, or on the cessation of the Executive's employment
hereunder, carried on by the Company.
10. Miscellaneous. No provision of this agreement may be modified, waived or
discharged unless such waiver, modification, or discharge is agreed to in
writing and signed by the Executive and such officer as may be specifically
designated by the Board. 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 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 expressly set forth in
this agreement. The validity, interpretation, construction and performance
of this agreement shall be governed by the laws of the State of Iowa.
11. Validity. 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.
12. Counterparts. This agreement may be executed in several counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and same instrument.
13. Nondisclosure
Executive acknowledges that certain information possessed by the Executive
while employed by Company is confidential and proprietary, and important to
the Company and to the effective competitive operation of the Company's
business. Executive, while employed by Company, and at anytime afterwards,
shall make no disclosure, directly or indirectly, of any confidential or
proprietary information of Company not otherwise publicly available.
14. Notices. Any notices required or permitted to be given under this agreement
shall be sufficient if in writing and sent by certified mail to Executive's
residence or to Company at its principal place of business.
15. Waiver of Breach. The waiver by any party of any provisions of this
agreement shall not operate or be construed as a waiver of any other part
of this agreement.
16. Binding Effect This agreement shall be binding upon and shall inure to the
benefit of Company and Executive, and each of their successors, heirs,
personal representatives, and permitted assigns. Furthermore if Company is
a party to any merger, consolidation, or reorganization or sale of all or
substantially all of its assets or business, Company shall cause its
successor in such circumstances to expressly assume all obligations of
Company under this agreement.
17. Entire Agreement. This agreement contains the entire agreement of the
parties, and may not be changed orally, but only by agreement in writing
signed by the party against whom enforcement of any waiver, change
modification, extension, or discharge is sought.
18. Captions
The captions at the head of a section or paragraph of this agreement are
designed for convenience of reference only, and are not to be resorted to
for purposes of interpreting any provisions of this agreement
AGREED TO this ___ day of ______, 1997
COMPANY EXECUTIVE
West Des Moines State Bank
/s/ /s/
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ADDENDUM TO EMPLOYMENT AGREEMENT
By this addendum the parties to the Employment Agreement Dated ______, 1997 and
attached hereto mutually agree that the initial employment term shall be
extended through _____________.
All other terms of the Agreement remain as originally written and agreed.
Agreed to this ___ day of _________, 1998.
COMPANY
WEST DES MOINES STATE BANK EXECUTIVE
By: /s/ /s/
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AMENDMENT
This Agreement dated this ____ day of _______, 2000 amends the Employment
Agreement dated, ______ between West Des Moines State Bank (Company) and _____
____________ (Executive) by deleting in its entirety sub paragraph Bi) of
paragraph 7 of said agreement and in its place substituting the following new
sub paragraph Bi):
Subject to the terms and conditions of this agreement, following a "Change of
Control" the Executive shall be entitled to the following benefits:
A. Upon the occurence of a "Change of Control" as defined in paragraph 8
below, the Company shall pay the Executive a lump sum payment in the amount
of six (6) months annual compensation within 30 days of the date of
occurrence of a "Change of Control".
B. If the Executive remains in the employ of the Company for a period of six
(6) months from the date of occurrence of a change in control of the
Company, the Company shall pay the Executive a lump sum payment of six (6)
months annual compensation within thirty days after the expiration of said
six (6) month period, regardless of whether or not the Executive continues
in the employ of the Company after the expiration of said six (6) month
period.
C. If the Executive remains in the employ of the Company for a period of one
(1) year from the date of occurrence of a "Change in Control" of the
Company, the Company shall pay the Executive a lump sum payment of one (1)
year's compensation within thirty days after the expiration of said one (1)
year period, regardless of whether or note the Executive continues in the
employ of the Company after the expiration of said one (1) year period.
D. At the option of the Executive upon the occurrence of a "Change in Control"
the Executive shall have the right to extend the termination date of
Executive's contract for a period not to exceed one (1) year from the date
of the "Change of Control" if and only if the existing or extended term of
Executive's contract would expire during the one (1) year period following
"Change of Control". In order to qualify for the benefits of this option,
Executive must exercise such extension in writing within (30) thirty days
of the date of "Change of Control". In the event Executive chooses not to
exercise this option to extend, or exercises for a period shorter than one
year then Executive will only be entitled to benefits under this section
for time actually employed.
COMPANY EXECUTIVE
/s/ /s/
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Date: Date:
ADDENDUM TO EMPLOYMENT AGREEMENT
By this addendum, the parties to the Employment Agreement dated _______,
mutually agree that the initial or extended employment term under said Agreement
shall be extended to ________.
The parties further understand and agree that said extension is consideration
for and a pre condition to the benefits and obligations of a certain amendment
to Paragraph Bi) of the original Employment Agreement granting certain benefits
to Executive upon the occurrence of a "Change in Control" of Company. An
executed copy of said amendment is attached hereto. Both this addendum and the
amendment of Bi) are made part of the Employment Agreement above referenced.
All other terms of the Agreement remain unchanged.
COMPANY EXECUTIVE
/s/ /s/
--------------------------------- --------------------------------
Date: Date:
ADDENDUM TO EMPLOYMENT AGREEMENT
By this addendum, the parties to the Employment Agreement dated _______,
mutually agree that the initial or extended employment term under said Agreement
shall be extended to ________.
The parties further understand and agree that said extension is consideration
for and a pre condition to the benefits and obligations of a certain amendment
to Paragraph Bi of the original Employment Agreement granting certain benefits
to Executive upon the occurrence of a "Change in Control" of Company. An
executed copy of said amendment is attached hereto. Both this addendum and the
amendment of Bi) are made part of the Employment Agreement above referenced.
All other terms of the Agreement remain unchanged.
COMPANY EXECUTIVE
/s/ /s/
--------------------------------- --------------------------------
Date: Date:
