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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
this day of _____________ , 199__, by and between MIDWEST FEDERAL SAVINGS AND
LOAN ASSOCIATION OF EASTERN IOWA, a federally chartered savings and loan
association whose address is 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000,
(which, together with any successor thereto which executes and delivers the
assumption agreement provided for in Section 11(a) hereof or which otherwise
becomes bound by the terms and provisions of this Agreement by operation of law,
is hereinafter referred to as the "Association"), and XXXXXXX X. XXXXXX whose
residence address is 0000 Xxxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxx (the "Employee").
WHEREAS, the Employee has served as President and Chief Executive
Officer of the Association and Midwest Bancshares, Inc.; and
WHEREAS, the Association is being merged with and into Mahaska
Investment Company ("Mahaska"); and
WHEREAS, Employee is willing to release any rights which he may have
pursuant to his Employment Agreement dated November 10, 1992, upon Closing of
the merger in consideration for the execution of this Agreement and payment of
the cash which Employee is entitled to receive at Closing; and
WHEREAS, the Board of Directors of the Association recognizes that the
possibility of a change in control of Mahaska or the Association may exist and
that such possibility, and the uncertainty and questions which it may raise
among management, may result in the departure or distraction of key management
personnel to the detriment of the Association, Mahaska and its stockholders; and
WHEREAS, the Board of Directors of the Association desires to provide
certain benefits to the Employee following his involuntary termination of
employment after a change of control of the Association or Mahaska; and
WHEREAS, the Board of Directors of the Association believes it is in
the best interests of the Association to enter into this Agreement with the
Employee in order to assure continuity of management of the Association and to
reinforce and encourage the continued attention and dedication of the Employee
to his assigned duties without distraction in the face of potentially disruptive
circumstances arising from the possibility of a change in control of Mahaska or
the Association, although no such change is now contemplated; and
WHEREAS, the Board of Directors of the Association has approved and
authorized the execution of this Agreement with the Employee to take effect as
stated in Section 4 hereof;
EXHIBIT D
(to Merger Agreement)
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NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, it is AGREED as
follows:
1. Employment. The Employee will be employed as President and Chief
Executive Officer of the Association, or in such other more senior capacity as
the Board of Directors may subsequently determine. As President and Chief
Executive Officer, Employee shall render administrative and management services
as are customarily performed by persons situated in similar executive
capacities, and shall have other powers and duties as may from time to time be
prescribed by the Board, provided that such duties are consistent with the
Employee's position. The Employee shall continue to devote his best efforts and
substantially all his business time and attention to the business and affairs of
the Association and its subsidiaries and affiliated companies.
2. Compensation. (a) Salary. The Association agrees to pay the
Employee during the term of this Agreement a salary established by the Board of
Directors. The salary hereunder as of the Commencement Date (as defined in
Section 4 hereof) shall be $121,500. The salary provided for herein shall be
payable in cash not less frequently than bi-monthly in accordance with the
practices of the Association; provided, however, that no such salary is required
to be paid by the terms of this Agreement in respect of any month or portion
thereof subsequent to the termination of this Agreement, and provided further,
that the amount of such salary shall be reviewed by the Association not less
often than annually and may be increased (but not decreased) from time to time
in such amounts as the Board of Directors in its discretion may decide, subject
to the customary withholding tax and other employee taxes as required with
respect to compensation paid by a corporation to an employee.
(b) Discretionary Bonuses. The Employee shall be entitled to
participate in an equitable manner with all other executive officers of
the Association in discretionary bonuses as authorized and declared by
the Board of Directors of the Association to its executive employees.
No other compensation provided for in this Agreement shall be deemed a
substitute for the Employee's right to participate in such bonuses when
and as declared by the Board of Directors. Association agrees to
maintain a comparable bonus program to the program maintained by
Mahaska for its executive employees and the executive employees of its
subsidiaries.
(c) Expenses. During the term of his employment hereunder,
the Employee shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by him (in accordance with policies and
procedures at least as favorable to the Employee as those presently
applicable to the senior executive officers of the Association) in
performing services hereunder, provided that the Employee properly
accounts therefor in accordance with Association policy.
3. Benefits. (a) Participation in Retirement and Employee Benefit
Plans. The Employee shall be entitled while employed hereunder to participate
equitably in, and receive benefits under, all plans relating to stock options,
stock purchases, pension, thrift, profit-sharing, group life insurance, medical
coverage, education, cash or stock bonuses, and other retirement or
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employee benefits or combinations thereof, that are now or hereafter maintained
for the benefit of the Association's executive employees or for its employees
generally.
(b) Fringe Benefits. The Employee shall be eligible while
employed hereunder to participate in, and receive benefits under, any
other fringe benefits which are or may become applicable to the
Association's executive employees or to its employees generally,
including a reasonable expense account and continued payment by the
Association of Employee's dues for membership in the Burlington Golf
Club. In addition, the Association shall provide Employee with an
automobile and shall pay all expenses relative to the use or
maintenance of said automobile by Employee. A new executive automobile
(a Ford Explorer XLT or a comparable automobile) will be purchased by
the Association for Employee's use not less frequently than every three
(3) years. When a new automobile is purchased by the Association for
Employee's use, Employee will have the right to purchase the automobile
formerly used by Employee for a cash price equal to the greatest of the
following: (1) the depreciated book value of such automobile on the
books and records of the Association as of the last day of the calendar
month next preceding the date of purchase; (2) the lowest published
wholesale trade-in value for such automobile as of the calendar month
next preceding the date of purchase; or (3) such cash price as shall be
determined with reference to a method of determination consistent with
the regulations, policies and directives of the Office of Thrift
Supervision ("OTS"), as applicable at the time of such purchase. The
Association reserves the right to consult with the appropriate OTS
officials prior to the consummation of Employee's purchase of any
formerly-used automobile to determine compliance with any such OTS
regulation, policy or directive. Employee will have the option to
purchase such automobile for a period of thirty (30) days after the
date on which a new automobile is provided by Association for
Employee's use. Such option shall also apply during the thirty (30) day
period next following Employee's termination of service with the
Association.
(c) Retirement, Employee Benefit Plans and Fringe Benefits.
Association agrees to maintain retirement, employee benefit plans and
fringe benefit programs comparable to the programs maintained by
Mahaska for its executive employees and the executive employees of its
subsidiaries.
4. Term. The term of employment under this Agreement shall be a period
of 36 months commencing on the closing date of the merger (the "Commencement
Date"), subject to earlier termination as provided herein. Beginning on the
first anniversary of the Commencement Date, and on each anniversary thereafter,
the term of employment under this Agreement shall be extended, subject to the
next sentence of this paragraph, for a period of one year unless either the
Association or the Employee gives contrary written notice to the other not less
than 90 days in advance of the date on which the term of employment under this
Agreement would otherwise be extended. This Agreement will not be automatically
extended unless such extension is approved by the Board of Directors of the
Association following the Board's review of a formal performance evaluation of
the Employee performed by the disinterested members of the Board of Directors of
the Association and reflected in the minutes of the Board of Directors.
Reference herein to the term of employment under this Agreement shall refer to
both such initial term and such extended terms. As of the Commencement Date,
that certain Employment Agreement
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entered into between the Association and Employee dated November 10, 1992, shall
terminate and have no further force or effect.
5. Vacations. The Employee shall be entitled, without loss of pay, to
absent himself voluntarily from the performance of his employment under this
Agreement, all such voluntary absences to count as vacation time, provided that:
(a) During the term of employment under this Agreement, the
Employee shall be entitled to an annual paid vacation of four weeks,
or, if more favorable to Employee, in accordance with the most
favorable plans, policies, programs or practices of the Association and
its affiliated companies as in effect for the Association at any time
during the six month period immediately preceding the Commencement
Date, or as in effect generally at any time thereafter with respect to
other senior executives of the association and its affiliated
companies;
(b) The timing of vacations shall be scheduled in a reasonable
manner by the Employee;
(c) The Board of Directors shall, solely at the Employee's
request, be entitled to grant to the Employee a leave or leaves of
absence with or without pay at such time or times and upon such terms
and conditions as the Board of Directors, in its discretion, may
determine; and
(d) Association agrees to maintain a vacation program
comparable to the program maintained by Mahaska for its executive
employees and the executive employees of its subsidiaries.
6. Termination of Employment; Death. (a) The Board of Directors may
terminate the Employee's employment at any time, but any termination by the
Association's Board of Directors, other than termination for cause, shall not
prejudice the Employee's right to compensation or other benefits under the
Agreement. If the employment of the Employee is involuntarily terminated, other
than (i) for "cause" as provided in this Section 6(a) or (ii) by reason of death
or disability as provided in Sections 6(c) or 7, or if there occurs a voluntary
or involuntary termination of the Employee's employment as defined in Section 8
in connection with or within 12 months after a change in control which occurs at
any time during the term of this Agreement as provided in Section 8, the
Employee shall be entitled to receive, (i) his then applicable salary for the
remaining term of the Agreement as calculated in accordance with Section 4
hereof, payable in such manner and at the times as such salary would have been
payable to the Employee under Section 2 had he remained in the employ of' the
Association, (ii) his then applicable health insurance benefits for the
remaining term of the Agreement as calculated in accordance with Section 4
hereof, and (iii) his bonus determined on an annualized basis for the period
commencing on the first day of the fiscal year in which such termination occurs
and ending as of the month end closest to date of termination in such fiscal
year, which bonus shall be payable at such time as it would have been payable
under Section 2(b) had he remained in the employ of the Association.
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The terms "termination" or "involuntarily terminated" in this Agreement
shall refer to the termination of the employment of Employee without his express
written consent. In addition, a material diminution of or interference with the
Employee's duties, responsibilities and benefits, including, but not limited to,
those events constituting a loss of status as defined in Section 8(b), shall be
deemed and shall constitute an involuntary termination of employment to the same
extent as express notice of such involuntary termination.
In case of termination of the Employee's employment for cause, the
Association shall pay the Employee his salary through the date of termination,
and the Association shall have no further obligation to the Employee under this
Agreement. The Employee shall have no right to receive compensation or other
benefits for any period after termination for cause. For purposes of this
Agreement, termination for "cause" shall include termination because of the
Employee's personal dishonesty, incompetence, willful misconduct, breach of a
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any material law, rule, or regulation (other than
traffic violations or similar offenses) or final cease-and-desist order, or
material breach of any provision of this Agreement. Notwithstanding the
foregoing, 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 of the Association at a meeting
of the Board 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 the Employee was guilty of conduct constituting "cause" as set
forth above and specifying the particulars thereof.
(b) The Employee's employment may be voluntarily terminated
by the Employee at any time upon 90 days written notice to the
Association or upon such shorter period as may be agreed upon between
the Employee and the Board of Directors of the Association. In the
event of such voluntary termination, except as provided in Section 8
below, the Association shall be obligated to continue to pay the
Employee his salary only through the date of termination together with
any accrued unpaid vacation pay as of said date, at the time such
payments are due, and the Association shall have no further obligation
to the Employee under this Agreement.
(c) Notwithstanding any other provision of this Agreement to
the contrary, Employee may voluntarily terminate his employment under
this Agreement by written notice to the Association upon the
occurrence, or within thirty (30) days thereafter, if the Employee
suffers a loss of status, as defined in Section 8(b) hereof. Upon such
termination Employee shall be entitled to receive his salary, and such
group medical insurance coverage or reimbursement benefits provided for
(and on the same terms as set forth) in Section 3(a) hereof, during the
unexpired portion of the term of this Agreement (i.e., excluding any
automatic extensions of the term hereof that would otherwise occur
pursuant to Section 4 hereof subsequent to such termination), with such
salary to be payable in such manner and at such times as such salary
would have been payable to Employee under Section 4 had he remained in
the employ of the Association. Except as set forth in the preceding
sentence, Employee shall have no right to receive any other
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payments or benefits under this Agreement for any periods after the
date of such termination.
(d) In the event of the death of the Employee during the term
of employment under this Agreement and prior to any termination
hereunder, the Employee's estate, or such person as the Employee may
have previously designated in writing, shall be entitled to receive
from the Association the salary of the Employee through the last day of
the calendar month in which his death shall have occurred together with
Employee's unused vacation and sick leave, and the term of employment
under this Agreement shall end on such last day of the month.
(e) If the Employee is suspended from office and/or
temporarily prohibited from participating in the conduct of the
Association's affairs by a notice served under Section 8(e)(3) or
(g)(1) of the Federal Deposit Insurance Act ("FDIA"), 12 U.S.C. Section
1818(e)(3); (g)(1) (as amended from time to time), the Association'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 Association 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 the obligations which were suspended.
(f) If the Employee is removed from office and/or permanently
prohibited from participating in the conduct of the Association's
affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA,
12 U.S.C. Section 1818(e)(4); (g)(1) (as amended from time to time),
all obligations of the Association under this Agreement shall
terminate, as of the effective date of the order, but vested rights of
the Employee shall not be affected.
(g) If the Association becomes in default (as defined in
Section 3(x)(1) of the FDIA, 12 U.S.C. Section 1813(x)(1) (as amended
from time to time)), all obligations under this Agreement shall
terminate as of the date of default, but this provision shall not
affect any vested rights of the Employee.
(h) 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 Association: (i) by the
Director of the OTS or his or her designee at the time the Federal
Deposit Insurance corporation ("FDIC") enters into an agreement to
provide assistance to or on behalf of the Association under the
authority contained in Section 13(c) of the FDIA, 12 U.S.C. Section
1823(c) (as amended from time to time); or (ii) by the .Director of the
OTS or his or her designee at the time the Director of the OTS or his
or her designee approves a supervisory merger to resolve problems
related to operation of the Association or when the Association is
determined by the Director of the OTS to be in an unsafe or unsound
condition. Any rights of the Employee that have already vested,
however, shall not be affected by any such action.
(i) In the event the Association purports to terminate the
Employee for cause, but it is determined by a court of competent
jurisdiction that cause did not exist for
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such termination, or if in any event it is determined by any such court
that the Association has failed to make timely payment of any amounts
owed to the Employee under this Agreement, the Employee shall be
entitled to reimbursement for all reasonable costs, including
attorneys' fees, incurred in challenging such termination or collecting
such amounts. Such reimbursement shall be in addition to all rights to
which the Employee is otherwise entitled under this Agreement.
7. Disability. If Employee shall become disabled or incapacitated to
the extent that he is unable to perform the duties of President and Chief
Executive Officer, and if such disability or incapacity shall have continued for
a period of ninety (90) consecutive days or longer, or if a physician selected
by the Board of Directors of 'the Association shall examine Employee and shall
state in writing that in his professional opinion such disability or incapacity
is likely to continue for a period of ninety (90) consecutive days or longer
after such opinion, then in either such event the Board of Directors may
terminate this Agreement upon written notice to Employee. Upon termination under
this Section 7, Employee shall be entitled to receive during the unexpired
portion of the term of this Agreement (i.e., excluding any automatic extensions
of the term hereof that would otherwise occur pursuant to Section 4 hereof
subsequent to such termination):
(a) seventy-five percent (75%) of his salary less the amount
of any disability payments received by Employee during such period on
account of disability insurance maintained for Employee's benefit by
the Association at the Association's expense, with the reduced salary
to be payable in such manner and at such times as such salary would
have been payable to Employee under Section 2 had he remained in the
employ of the Association; and
(b) such group medical insurance coverage or reimbursement
benefits provided for (and on the same terms as set forth) in Section
3(a) hereof.
Except as set forth in the preceding sentence, Employee shall have no
right to receive any other payments or benefits under this Agreement for any
periods after the date of such termination other than pursuant to any disability
benefits of the type provided for executive employees of the Association, if
any.
8. Change in Control. (a) Involuntary Termination. If both (i) a
change of control has occurred and (ii) the Employee's employment is
involuntarily terminated (other than for cause or pursuant to any of Sections
6(c) through 6(g) or Section 7 of this Agreement) in connection with or within
12 months after such change in control during the term of employment under this
Agreement, the Association shall pay to the Employee in a lump sum in cash
within 25 business days after the Date of Termination (as hereinafter defined)
of employment an amount equal to 299 percent of the Employee's then current
compensation.
An involuntary termination shall include a loss of status in connection
with the change in control. A loss of status shall include, but not be limited
to: (1) a change in the principal workplace of the Employee to a location
outside of Burlington, Iowa; (2) a material reduction in the secretarial or
other administrative support of the Employee other than as part of a Association
or Mahaska company-wide reduction in staff; (3) a reduction or adverse change in
the Employee's
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title or decision-making responsibilities; (4) a reduction in the number or
seniority of other Association personnel reporting to the Employee, other than
as part of an Association or Mahaska company-wide reorganization or reduction in
staff, or a 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; (5)
an increase in the number of, or a decrease in the seniority of, the persons
(other than the Board of Directors) to whom the Employee must report, other than
is normal and customary for a President and Chief Executive Officer, or such
other, more senior, capacity as the Employee may be subsequently employed by the
Association, of a similarly situated financial institution or financial
institution holding company; (6) a reduction or adverse change in the salary,
perquisites, benefits, contingent benefits or vacation time which had
theretofore been provided to the Employee, other than as part of an overall
program applied uniformly and with equitable effect to all members of the senior
management of the Association or Mahaska; and (7) a material increase in the
required hours of work or the workload of the Employee.
(b) Definitions. For purposes of Sections 8, 9 and 11 of this
Agreement, "Date of Termination" means the earlier of (i) the date upon
which the Association gives notice to the Employee of the termination
of his employment with the Association or (ii) the date upon which the
Employee ceases to serve as an Employee of the Association, and "change
in control" is defined solely as any acquisition of control (other than
by a trustee or other fiduciary holding securities under an employee
benefit plan of Mahaska or a subsidiary of Mahaska), as defined in 12
C.F.R. Section 574.4, or any successor regulation, of the Association
or Mahaska which would require the filing of an application for
acquisition of control or notice of change in control in a manner as
set forth in 12 C.F.R. Section 574.3, or any successor regulation.
(c) Compliance with Capital Requirements. Notwithstanding
anything in this Agreement to the contrary, no payments may be made
pursuant to Section 8 hereof without the prior approval of the OTS if
following such payment the Association would not be in compliance with
its fully phased-in capital requirements as defined in OTS regulations.
9. Certain Reduction of Payments by the Association. (a) Anything in
this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by the Association to or for the
benefit of the Employee (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise) (a "Payment") would be
nondeductible (in whole or part) by the Association for Federal income tax
purposes because of Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), then the aggregate present value of amounts payable or
distributable to or for the benefit of the Employee pursuant to this Agreement
(such amounts payable or distributable pursuant to this Agreement are
hereinafter referred to as "Agreement Payments") shall be reduced to the Reduced
Amount. The "Reduced Amount" shall be an amount, not less than zero, expressed
in present value which maximizes the aggregate present value of Agreement
Payments without causing any Payment to be nondeductible by the Association
because of Section 280G of the Code. For purposes of this Section 9, present
value shall be determined in accordance with Section 280G(d) (4) of the Code.
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(b) All determinations required to be made under this Section
9 shall be made by the Association's independent auditors, or at the
election of such auditors by such other firm or individuals of
recognized expertise as such auditors may select (such auditors or, if
applicable, such other firm or individual, are hereinafter referred to
as the "Advisory Firm"). The Advisory Firm shall within ten business
days of the Date of Termination, or at such earlier time as is
requested by the Association, provide to both the Association and the
Employee an opinion (and detailed supporting calculations) that the
Association has substantial authority to deduct for federal income tax
purposes the full amount of the Agreement Payments and that the
Employee has substantial authority not to report on his federal income
tax return any excise tax imposed by Section 4999 of the Code with
respect to the Agreement Payments. Any such determination and opinion
by the Advisory Firm shall be binding upon the Association and the
Employee. The Employee shall determine which and how much, if any, of
the Agreement Payments shall be eliminated or reduced consistent with
the requirements of this Section 9, provided that, if the Employee does
not make such determination within ten business days of the receipt of
the calculations made by the Advisory Firm, the Association shall elect
which and how much, if any, of the Agreement Payments shall be
eliminated or reduced consistent with the requirements of this Section
9 and shall notify the Employee promptly of such election. Within five
business days of the earlier of (i) the Association's receipt of the
Employee's determination pursuant to the immediately preceding sentence
of this Agreement or (ii) the Association's election in lieu of such
determination, the Association shall pay to or distribute to or for the
benefit of the Employee such amounts as are then due the Employee under
this Agreement. The Association and the Employee shall cooperate fully
with the Advisory Firm, including without limitation providing to the
Advisory Firm all information and materials reasonably requested by it,
in connection with the making of the determinations required under this
Section 9.
(c) As a result of uncertainty in application of Section 280G
of the Code at the time of the initial determination by the Advisory
Firm hereunder, it is possible that Agreement Payments will have been
made by the Association which should not have been made ("Overpayment")
or that additional Agreement Payments will not have been made by the
Association which should have been made ("Underpayment"), in each case,
consistent with the calculations required to be made hereunder. In the
event that the Advisory Firm, based upon the assertion by the Internal
Revenue Service against the Employee of a deficiency which the Advisory
Firm believes has a high probability of success determines that an
overpayment has been made, any such Overpayment paid or distributed by
the Association to or for the benefit of Employee shall be treated for
all purposes as a loan ab initio which the Employee shall repay to the
Association together with interest at the applicable federal rate
provided for in Section 7872(f)(2) of the Code; provided, however, that
no such loan shall be deemed to have been made and no amount shall be
payable by the Employee to the Association if and to the extent such
deemed loan and payment would not either reduce the amount on which the
Employee is subject to tax under Section 1 and Section 4999 of the Code
or generate a refund of such taxes. In the event that the Advisory
Firm, based upon controlling preceding or other substantial authority,
determines that an Underpayment has occurred, any such Underpayment
shall
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be promptly paid by the Association to or for the benefit of the
Employee together with interest at the applicable federal rate provided
for in Section 7872(f)(2) of the Code.
(d) Payments Not To Exceed Three Times Annualized Salary.
Notwithstanding anything in this Agreement to the contrary, in no event
shall the sum of any payment to the Employee under Section 8 of this
Agreement and any payments of salary and bonus under Section 6 of this
Agreement exceed an amount that is three times the Employee's salary
(annualized) as of the date of termination of employment. For this
purpose, the amount of payments of salary and bonus to be made in the
future under Section 6 shall be determined on a present value basis,
and present value shall be determined as provided for in Section 9 of
this Agreement.
10. No Mitigation. The amount of any salary or other payment or benefit
provided for in this Agreement shall not 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.
11. 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 Association will require any successor or
assign (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Association, 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 Association would be required to
perform it if no such succession or assignment had taken place. Failure of the
Association 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 from the Association in the same amount and
on the same terms as the compensation pursuant to Section 8(a) hereof. For
purposes of implementing the provisions of this Section 11(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. If the Employee
should die while any amounts would still be payable to the Employee
hereunder if the Employee had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Employee's devisee, legatee or other
designee or if there is no such designee, to the Employee's estate.
12. Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or by certified mail,
return receipt requested, postage prepaid, addressed to the respective addresses
set forth on the first page of this Agreement (provided that all notices to the
Association shall be directed to the attention of the Board of Directors of the
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Association with a copy to the Secretary of the Association) or to such other
address as either party may have furnished to the other in writing in accordance
herewith.
13. Amendments. No amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.
14. Paragraph Headings. The paragraph 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.
15. 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.
16. Governing Law. This Agreement shall be governed by the laws of the
United States to the extent applicable and otherwise by the laws of the State of
Iowa.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
MIDWEST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF EASTERN IOWA
By
, Chairman of the Board
---------------
EMPLOYEE
By
Xxxxxxx X. Xxxxxx
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