[FORM OF]
TECHE FEDERAL BANK
CHANGE IN CONTROL SEVERANCE AGREEMENT
As Amended and Restated
THIS SEVERANCE AGREEMENT entered into this 30th day of September, 2007
("Effective Date"), by and between Teche Federal Bank (the "Bank"), Franklin,
Louisiana, a federal savings bank, and _____________ (the "Employee").
WHEREAS, the Employee has heretofore been employed by the Bank as
______________; and
WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship of the Bank and the Employee and to amend and to restate
the Employment Severance Agreement previously entered into.
NOW, THEREFORE, it is AGREED as follows:
1. Employment. The Employee is employed in the capacity as
__________________. The Employee shall render such administrative and management
services to the Bank as are currently rendered and as are customarily performed
by persons situated in a similar executive capacity. The Employee shall promote
to the extent permitted by law the business of the Bank. The Employee's other
duties shall be such as the Board of Directors for the Bank (the "Board of
Directors" or "Board") may from time to time reasonably direct, including normal
duties as an officer of the Bank.
2. Base Compensation. The Bank agrees to pay the Employee during the term
of this Agreement a salary at such an amount as the Board of Directors in its
sole discretion may decide.
3. Term. The term of this Agreement shall be for the period commencing on
the Effective Date and ending on September 30, 2010, thereafter. Additionally,
on, or before, each annual anniversary date from the Effective Date, the term of
this Agreement shall be extended for an additional period beyond the then
effective expiration date upon a determination and resolution of the Board of
Directors that the term of such Agreement shall be extended.
4. Loyalty; Noncompetition.
(a) The Employee shall devote his full time and attention to the
performance of his employment under this Agreement. During the term of
Employee's employment under this Agreement, the Employee shall not engage in any
business or activity contrary to the business affairs or interests of the Bank.
(b) Nothing contained in this Section 4 shall be deemed to prevent or limit
the right of Employee to invest in the capital stock or other securities of any
business dissimilar from that of the Bank, or, solely as a passive or minority
investor, in any business.
5. Standards. The Employee shall perform his duties under this Agreement in
accordance with such reasonable standards expected of employees with comparable
positions in comparable organizations and as may be established from time to
time by the Board of Directors.
6. Termination and Termination Pay.
This Agreement shall be terminated upon any of the following occurrences:
(a) The death of the Employee during the term of this Agreement, in which
event the Employee's estate shall be entitled to receive the compensation due
the Employee through the last day of the calendar month in which Employee's
death shall have occurred
(b) Upon the termination of employment of the Employee prior to any Change
in Control referred to at Section 8(a) herein.
(c) If the Employee is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued under
Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act ("FDIA") (12
U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.
(d) If the Bank is in default (as defined in Section 3(x)(1) of FDIA) all
obligations under this Agreement shall terminate as of the date of default, but
this paragraph shall not affect any vested rights of the contracting parties.
(e) All obligations 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 ("Director of OTS"), or his or her designee, at the time that the
Federal Deposit Insurance Corporation ("FDIC") enters into an agreement to
provide assistance to or on behalf of the Bank under the authority contained in
Section 13(c) of FDIA; or (ii) by the Director of the OTS, or his or her
designee, at the time that the Director of the OTS, 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 of the OTS to be in an
unsafe or unsound condition. Any rights of the parties that have already vested,
however, shall not be affected by such action.
(f) The voluntary termination of employment by the Employee during the term
of this Agreement, other than pursuant to Section 8(b), in which case the
Employee shall be entitled to receive only the compensation, vested rights, and
all employee benefits up to the date of such termination.
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(g) Notwithstanding anything herein to the contrary, any payments made to
the Employee pursuant to the Agreement, or otherwise, shall be subject to and
conditioned upon compliance with 12 USC '1828(k) and any regulations promulgated
thereunder.
(h) Compliance with Section 409A. Nothwithstanding anything herein to the
contrary, if it is determined by the Bank or the Parent in good faith that the
Employee is a "specified employee" within the meaning of Section 409A of the
Code and regulations promulgated thereunder and such payments to be made to such
Employee are subject to the limitations at Section 409A of the Code and
regulations promulgated thereunder, then any payments to be made in accordance
with this Agreement shall not be made prior to the date that is 184 calendar
days from the date of the Employee's termination of employment, or such later
date as may be necessary, such that payments made in advance of such date would
result in the requirement for the Employee to pay additional interest and taxes
to be imposed in accordance with Section 409A(a)(1)(B) of the Code. The
provisions of this Section 6(h) shall survive the expiration of this Agreement.
7. Suspension of Employment. 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)(1) of the FDIA (12 U.S.C.
1818(e)(3) and (g)(1)), the Bank's obligations under the Agreement shall be
suspended as of the date of service, unless stayed by appropriate proceedings.
If the charges in the notice are dismissed, the Bank shall, (i) pay the Employee
all or part of the compensation withheld while its contract obligations were
suspended and (ii) reinstate any of its obligations which were suspended.
8. Change in Control.
(a) Notwithstanding any provision herein to the contrary, in the event of
the involuntary termination of Employee's employment under this Agreement,
absent Just Cause, in connection with, or within twenty-four (24) months after,
any change in control of the Bank or Parent, Employee shall be paid an amount
equal to the product of 2.999 times the Employee's "base amount" as defined in
Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")
and regulations promulgated thereunder. Said sum shall be paid in one (1) lump
sum not later than the date of such termination of employment, subject to such
limitations set forth at Section 6(h) herein, and such payments shall be in lieu
of any other future payments that the Employee would be otherwise entitled to
receive as severance payments under this Agreement. Additionally, the Employee
and his or her dependents shall remain eligible to participate in the medical
and dental insurance programs offered by the Bank to its employees for a period
of thirty-six months following the date of termination of employment subject to
such Employee making monthly payments to the Bank or the Parent to cover the
premium expense for such continuing coverage. Notwithstanding the forgoing, all
sums payable hereunder shall be reduced in such manner and to such extent so
that no such payments made hereunder when aggregated with all other payments to
be made to the Employee by the Bank or the Parent shall be deemed an "excess
parachute payment" in accordance with Section 280G of the Code and be subject to
the excise tax provided at Section 4999(a) of the Code. The term "Change in
Control"
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shall refer to (i) the sale of all, or a material portion, of the assets of the
Bank or the Parent; (ii) the merger or recapitalization of the Bank or the
Parent whereby the Bank or the Parent is not the surviving entity; (iii) a
change in control of the Bank or the Parent, as otherwise defined or determined
by the Office of Thrift Supervision or regulations promulgated by it; or (iv)
the acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of that term as it is used in Section 13(d) of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding voting securities of the Bank or the
Parent by any person, trust, entity or group. The term "person" means an
individual other than the Employee, or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein. The
provisions of this Section 8(a) shall survive the expiration of this Agreement
occurring after a Change in Control.
(b) Notwithstanding any other provision of this Agreement to the contrary,
Employee may voluntary terminate his employment under this Agreement within
twenty-four months following a change in control of the Bank or Parent, and
Employee shall thereupon be entitled to receive the payment described in Section
8(a) of this Agreement, upon the occurrence, or within ninety (90) days
thereafter, of any of the following events, which have not been consented to in
advance by the Employee in writing: (i) if Employee would be required to move
his personal residence or perform his principal executive functions more than
thirty-five (35) miles from the Employee's primary office as of the signing of
this Agreement; (ii) if in the organizational structure of the Bank, Employee
would be required to report to a person or persons other than the President of
the Bank; (iii) if the Bank should fail to maintain the Employee's compensation
level and the existing employee benefits plans, including material fringe
benefit, stock option and retirement plans; (iv) if Employee would be assigned
duties and responsibilities other than those normally associated with his
position as referenced at Section 1, herein; or (v) if Employee's
responsibilities or authority have in any way been materially diminished or
reduced.
(c) Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration in
accordance with the rules then in effect of the district office of the American
Arbitration Association ("AAA") nearest to the home office of the Bank, and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof, except to the extend that the parties may otherwise reach a mutual
settlement of such issue. The Bank shall incur the cost of all fees and expenses
associated with filing a request for arbitration with the AAA, whether such
filing is made on behalf of the Bank or the Employee, and the costs and
administrative fees associated with employing the arbitrator and related
administrative expenses assessed by the AAA. The Bank shall reimburse Employee
for all costs and expenses, including reasonable attorneys' fees, arising from
such dispute, proceedings or actions, notwithstanding the ultimate outcome
thereof, following the delivery of the decision of the arbitrator or upon
delivery of other legal judgment or settlement of the matter. Such reimbursement
shall be paid within ten (10) days of Employee furnishing to the Bank evidence,
which may be in the form, among other things, of a canceled check or receipt, of
any costs or expenses incurred by Employee. Any such request for reimbursement
by Employee shall be made no more frequently than at sixty (60) day intervals.
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9. Successors and Assigns.
(a) This Agreement shall inure to the benefit of and be binding upon any
corporate or other successor of the Bank which shall acquire, directly or
indirectly, by merger, consolidation, purchase or otherwise, all or
substantially all of the assets or stock of the Bank.
(b) Since the Bank is contracting for the unique and personal skills of the
Employee, the Employee shall be precluded from assigning or delegating his
rights or duties hereunder without first obtaining the written consent of the
Bank.
10. Amendments. No amendments or additions to this Agreement shall be
binding upon the parties hereto unless made in writing and signed by both
parties, except as herein otherwise specifically provided.
11. Applicable Law. This agreement shall be governed by all respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of Louisiana, except to the extent that Federal law shall be
deemed to apply.
12. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceablitiy of the other provisions hereof.
13. Entire Agreement. This Agreement together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto and shall supercede all prior
written agreements and understandings.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first hereinabove written.
TECHE FEDERAL BANK
ATTEST: By:
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Secretary
WITNESS:
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_______________, Employee
