Exhibit 10
EMPLOYMENT AGREEMENT
THIS AGREEMENT entered into this 23rd day of April, 2004, by and between
River Valley Financial Bank, a federal savings bank (the "Bank"), and Xxxxxxx X.
Xxxxxxxx (the "Employee"). The parties agree, however, that the "Effective Date"
of this Agreement shall be April 5, 2004.
WHEREAS, the Employee is being employed by the Bank as a Vice President and
as such will perform valuable services for the Bank; and
WHEREAS, the Board of Directors of the Bank believes it is in the best
interests of the Bank to enter into this Agreement with the Employee in order to
assure continuity of management of the Bank and to reinforce and encourage the
continued attention and dedication of the Employee to his assigned duties; and
WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship of the Bank and the Employee.
NOW, THEREFORE, it is AGREED as follows:
1. Employment. The Employee is employed as a Vice President of the Bank.
The Employee shall render such administrative and management services for the
Bank as are currently rendered and as are customarily performed by persons
situated in a similar executive capacity. The Employee shall also promote, by
entertainment or otherwise, as and to the extent permitted by law, the business
of the Bank. The Employee's other duties shall be such as the Board of Directors
(the "Board") of the Bank 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 the rate of $65,000 per annum, payable in cash not
less frequently than monthly, and shall be effective and calculated commencing
the Effective Date. The salary shall be reviewed annually by the Board of
Directors of the Bank in January of each year commencing January of 2005 and any
adjustment in the future on salary shall be effective on January 1st of each
year.
3. Bonuses. The Employee shall participate in any year end bonus granted to
other employees by the Board. The Employee shall further participate in an
equitable manner with all other senior management employees of the Bank in
discretionary bonuses that the Board may award from time to time to the Bank's
senior management employees. No other compensation provided for in this
Agreement shall be deemed a substitute for the Employee's right to participate
in such discretionary bonuses.
4. Benefits.
(a) Participation in Retirement, Medical and Other Plans. During the
term of this Agreement, the Employee shall be eligible to participate in
the following benefit
plans: group hospitalization, disability, health, dental, sick leave,
retirement, pension, and/or other present or future qualified plans
provided by the Bank, generally, which benefits, taken as a whole, must be
at least as favorable as those in effect on the Effective Date, unless the
continued operation of such plans would adversely affect the Bank's
operating results or financial condition in a material way, the Bank's
Board of Directors concludes that modifications to such plans are necessary
to avoid such adverse effects and such modifications apply consistently to
all employees of the Bank.
(b) Employee Benefits; Expenses. The Employee shall be eligible to
participate in any fringe benefits which are or may become available to the
Bank's senior management employees, including, for example, any stock
option or incentive compensation plans, and any other benefits which are
commensurate with the responsibilities and functions to be performed by the
Employee under this Agreement. The Employee shall be reimbursed for all
reasonable out-of-pocket business expenses which he shall incur in
connection with his services under this Agreement, upon substantiation of
such expenses in accordance with the policies of the Bank.
5. Term. The Bank hereby employs the Employee, and the Employee hereby
accepts such employment under this Agreement, for the period commencing on the
Effective Date and ending thirty six months thereafter (or such earlier date as
is determined in accordance with Section 9).
6. Loyalty; Noncompetition.
(a) During the period of his employment hereunder and except for
illnesses, reasonable vacation periods, and reasonable leaves of absence,
the Employee shall devote all his full business time, attention, skill, and
efforts to the faithful performance of his duties hereunder; provided,
however, from time to time, the Employee may serve on the Boards of
Directors of, and hold any other offices or positions in, companies or
organizations, which will not present any conflict of interest with the
Bank or any of its subsidiaries or affiliates, or unfavorably affect the
performance of Employee's duties pursuant to this Agreement, or will not
violate any applicable statute or regulation. "Full business time" is
hereby defined as that amount of time usually devoted to like companies by
similarly situated officers. During the term of his employment under this
Agreement, the Employee shall not engage in any business or activity
contrary to the business affairs or interests of the Bank, or be gainfully
employed in any other position or job other than as provided above.
(b) Nothing contained in this Paragraph 6 shall be deemed to prevent
or limit the Employee's right 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. Also, nothing noted in
paragraph 6 would preclude the Employee from investing in or participating
in real estate ventures that may or may not be financed by the Bank.
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7. Standards. The Employee shall perform his duties under this Agreement in
accordance with such reasonable standards as the Board may establish from time
to time. The Bank will provide Employee with the working facilities and staff
customary for similar executives and necessary for him to perform his duties.
8. Vacation, Sick Leave and Disability. The Employee shall be entitled to
fifteen days vacation annually and shall be entitled to the same sick leave and
disability leave as other employees of the Bank.
The Employee shall not receive any additional compensation from the Bank on
account of his failure to take a vacation or sick leave, and the Employee shall
not accumulate unused vacation or sick leave from one fiscal year to the next,
except in either case to the extent authorized by the Board.
In addition to the aforesaid paid vacations, the Employee shall be
entitled, without loss of pay, to absent himself voluntarily from the
performance of his employment with the Bank for such additional periods of time
and for such valid and legitimate reasons as the Board may in its discretion
determine. Further, the Board may 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 such Board in its discretion may determine.
9. Termination and Termination Pay. Subject to Section 11 hereof, the
Employee's employment hereunder may be terminated under the following
circumstances:
(a) Death. The Employee's employment under this Agreement shall
terminate upon his death 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 his death
occurred.
(b) Disability.
(i) The Bank may terminate the Employee's employment, should the
Employee become disabled, in a manner consistent with the Bank's and
the Employee's rights and obligations under the Americans With
Disabilities Act or other applicable state and federal laws concerning
disability. For the purpose of this Agreement, "Disability" means a
physical or mental condition which substantially limits the employee's
ability to perform the essential functions of his position, as
established by this Agreement, and which results in the Employee
becoming eligible for long-term disability benefits under the Bank's
long-term disability plan.
(ii) During any period that the Employee shall receive disability
benefits and to the extent that the Employee shall be physically and
mentally able to do so, he shall furnish such information, assistance
and documents so as to assist in the continued ongoing business of the
Bank and, if able, shall make himself available to the Bank to
undertake reasonable assignments consistent with his prior position
and his physical and mental health. The Bank shall pay all
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reasonable expenses incident to the performance of any assignment
given to the Employee during the disability period.
(c) Just Cause. The Board may, by written notice to the Employee,
immediately terminate his employment at any time, for Just Cause. The
Employee shall have no right to receive compensation or other benefits for
any period after termination for Just Cause. Termination for "Just Cause"
shall mean termination because of, in the good faith determination of the
Board, the Employee's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any 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, in the event of termination for
Just Cause there shall be 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 at a meeting of the Board called and held
for that 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), such meeting and the opportunity to be heard to be
held at least 30 days prior to such termination, finding that in the good
faith opinion of the Board the Employee was guilty of conduct set forth
above in the second sentence of this Subsection (c) and specifying the
particulars thereof in detail.
(d) Without Just Cause; Constructive Discharge.
(i) The Board may, by written notice to the Employee, immediately
terminate his employment at any time for a reason other than Just
Cause, in which event the Employee shall be entitled to receive the
following compensation and benefits (unless such termination occurs
within the time period set forth in Section 11(b) hereof, in which
event the benefits and compensation provided for in Section 11 shall
apply): (i) the salary provided pursuant to Section 2 hereof, up to
the date of termination of the term as provided in Section 5 hereof
(including any renewal term) of this Agreement (the "Expiration
Date"), and (ii) at the Employee's election, either (A) cash in an
amount equal to the cost to the Employee of obtaining all health,
life, disability and other benefits (excluding stock options) which
the Employee would have been eligible to participate in through the
Expiration Date, based upon the benefit levels substantially equal to
those that the Bank provided for the Employee at the date of
termination of employment, or (B) continued participation under such
Bank benefit plans through the Expiration Date, but only to the extent
the Employee continues to qualify for participation therein. All
amounts payable to the Employee shall be paid, at the option of the
Employee, either (I) in periodic payments through the Expiration Date,
or (II) in one lump sum within ten (10) days of such termination.
(ii) The Employee may voluntarily terminate his employment under
this Agreement, and the Employee shall thereupon be entitled to
receive the compensation and benefits payable under Section 9(d)(1)
hereof, within ninety (90) days following the occurrence of any of the
following events, which has not
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been consented to in advance by the Employee in writing (unless such
voluntary termination occurs within the time period set forth in
Section 11(b) hereof, in which event the benefits and compensation
provided for in Section 11 shall apply): (i) the requirement that the
Employee move his personal residence, or perform his principal
executive functions, more than thirty (30) miles from his primary
office; (ii) a material reduction in the Employee's base compensation,
unless part of an institution-wide reduction; (iii) the failure by the
Bank to continue to provide the Employee with compensation and
benefits provided for under this Agreement, as the same may be
increased from time to time, or with benefits substantially similar to
those provided to him under any of the employee benefit plans in which
the Employee now or hereafter becomes a participant, or the taking of
any action by the Bank which would directly or indirectly reduce any
of such benefits or deprive the Employee of any material fringe
benefit enjoyed by him, unless part of an institution-wide reduction;
(iv) the assignment to the Employee of duties and responsibilities
materially different from those normally associated with his position
as referenced in Section 1; or (v) a material diminution or reduction
in the Employee's responsibilities or authority (including reporting
responsibilities) in connection with his employment with the Bank.
(iii) Notwithstanding the foregoing, but only to the extent
required under federal banking law, the amount payable under clause
(d)(1)(i) hereof shall be reduced to the extent that on the date of
the Employee's termination of employment, the present value of the
benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the
limitation on severance benefits that is set forth in Regulatory
Bulletin 27a of the Office of Thrift Supervision, as in effect on the
Effective Date. In the event that Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"), becomes applicable to payments
made under this Section 9(d), and the payments exceed the "Maximum
Amount" as defined in Section 11(a)(1) hereof, the payments shall be
reduced as provided by Section 11(a)(2) of this Agreement.
(e) Termination or Suspension Under Federal Law.
(i) 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 vested rights of the parties shall not be affected.
(ii) 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; however, this Paragraph shall not affect the vested
rights of the parties.
(iii) All obligations under this Agreement shall terminate,
except to the extent determined that continuation of this Agreement is
necessary for the
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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. Such action shall not affect any vested rights
of the parties.
(iv) If a notice served under Section 8(e)(3) or (g)(1) of the
FDIA (12 U.S.C. 1818(e)(3) or (g)(1) suspends and/or temporarily
prohibits the Employee from participating in the conduct of the Bank's
affairs, the Bank's obligations under this Agreement shall be
suspended as of the date of such service, unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the Bank may
in its discretion (i) pay the Employee all or part of the compensation
withheld while its contract obligations were suspended, and (ii)
reinstate (in whole or in part) any of its obligations which were
suspended.
(f) Voluntary Termination by Employee. Subject to Section 11 hereof,
the Employee may voluntarily terminate employment with the Bank during the
term of this Agreement, upon at least ninety (90) days' prior written
notice to the Board of Directors, in which case the Employee shall receive
only his compensation, vested rights and employee benefits up to the date
of his termination (unless such termination occurs pursuant to Section
9(d)(2) hereof, in which event the benefits and compensation provided for
in section 9(d) shall apply).
10. No Mitigation. The Employee shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Employee in any subsequent employment.
11. Change in Control.
(a) Change in Control; Involuntary Termination.
(i) Notwithstanding any provision herein to the contrary, if the
Employee's employment under this Agreement is terminated by the Bank,
without the Employee's prior written consent and for a reason other
than Just Cause, in connection with or within twelve (12) months after
any Change in Control of the Bank, the Employee shall, subject to
paragraph (2) of this Section 11(a), be paid an amount equal to the
difference between (i) the product of 2.99 times his "base amount" as
defined in Section 280G(b)(3) of the Code and regulations promulgated
thereunder (the "Maximum Amount"), and (ii) the sum of any other
parachute payments (as defined under Section 280G(b)(2) of the Code)
that the Employee receives on account of the Change in Control. Said
sum
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shall be paid in one lump sum within ten (10) days of such
termination. This paragraph would not apply to a termination of
employment due to death, disability or voluntary termination by the
Employee.
(ii) In the event that the Employee and the Bank jointly
determine and agree that the total parachute payments receivable under
clauses (i) and (ii) of Section 11(a)(1) hereof exceed the Maximum
Amount, notwithstanding the payment procedure set forth in Section
11(a)(1) hereof, the Employee shall determine which and how much, if
any, of the parachute payments to which he is entitled shall be
eliminated or reduced so that the total parachute payments to be
received by the Employee do not exceed the Maximum Amount. If the
Employee does not make his determination within ten business days
after receiving a written request from the Bank, the Bank may make
such determination, and shall notify the Employee promptly thereof.
Within five business days of the earlier of the Bank's receipt of the
Employee's determination pursuant to this paragraph or the Bank's
determination in lieu of a determination by the Employee, the Bank
shall pay to or distribute to or for the benefit of the Employee such
amounts as are then due the Employee under this Agreement.
(iii) As a result of uncertainty in application of Section 280G
of the Code at the time of payment hereunder, it is possible that such
payments will have been made by the Bank which should not have been
made ("Overpayment") or that additional payments will not have been
made by the Bank which should have been made ("Underpayment"), in each
case, consistent with the calculations required to be made under
Section 11(a)(1) hereof. In the event that the Employee, based upon
the assertion by the Internal Revenue Service against the Employee of
a deficiency which the Employee believes has a high probability of
success, determines that an Overpayment has been made, any such
Overpayment paid or distributed by the Bank 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 Bank together with interest at the
applicable federal rate provided for in Section 7872(f)(2)(B) 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 Bank
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 Employee and the Bank determine, based
upon controlling precedent or other substantial authority, that an
Underpayment has occurred, any such Underpayment shall be promptly
paid by the Bank to or for the benefit of the Employee together with
interest at the applicable federal rate provided for in Section
7872(f)(2)(B) of the Code.
(iv) A "Change in Control" shall be deemed to have occurred if:
1) as a result of, or in connection with, any public
offering, tender offer or exchange offer, merger or other
business combination, sale
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of assets or contested election, any combination of the foregoing
transactions, or any similar transaction, the persons who were
non-employee directors of the Bank or a holding company
controlling the Bank before such transaction (the "Continuing
Directors") cease to constitute a majority of the Board of
Directors of the Bank or such holding company or any successor
thereof;
2) the Bank or a holding company controlling the Bank
transfers substantially all of its assets to another corporation
which is not a wholly owned subsidiary of the Bank or such
holding company;
3) the Bank or a holding company controlling the Bank sells
substantially all of the assets of a subsidiary or affiliate
which, at the time of such sale, is the principal employer of the
Employee; or
4) the Bank or a holding company controlling the Bank is
merged or consolidated with another corporation and, as a result
of the merger or consolidation, less than fifty one percent (51%)
of the outstanding voting securities of the surviving or
resulting corporation is owned in the aggregate by the former
stockholders of the Bank or of such holding company controlling
the Bank.
Notwithstanding the foregoing, but only to the extent required under
federal banking law, the amount payable under Subsection(a) of this Section 11
shall be reduced to the extent that on the date of the Employee's termination of
employment, the amount payable under Subsection(a) of this Section 11 exceeds
the limitation on severance benefits that is set forth in Regulatory Bulletin
27a of the Office of Thrift Supervision, as in effect on the Effective Date.
(b) Change in Control; Voluntary Termination. Notwithstanding any
other provision of this Agreement to the contrary, but subject to Section
11(a)(2) hereof, the Employee may voluntarily terminate his employment
under this Agreement within twelve (12) months following a Change in
Control of the Bank, as defined in paragraph (a)(4) of this Section 11, and
the Employee shall thereupon be entitled to receive the payment described
in Section 11(a)(1) of this Agreement, within ninety (90) days following
the occurrence of any of the following events, which has not been consented
to in advance by the Employee in writing; (i) the requirement that the
Employee perform his principal executive functions more than thirty (30)
miles from his primary office as of the date of the Change in Control; (ii)
a material reduction in the Employee's base compensation as in effect on
the date of the Change in Control or as the same may be changed by mutual
agreement from time to time, unless part of an institution-wide reduction;
(iii) the failure by the Bank to continue to provide the Employee with
compensation and benefits provided for under this Agreement, as the same
may be increased from time to time, or with benefits substantially similar
to those provided to him under any employee benefit in which the Employee
is a participant at the time of the Change in Control, or the taking of any
action which would materially reduce any of such benefits or deprive the
Employee of any material fringe benefit enjoyed by him at the time of the
Change in Control, unless
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part of an institution-wide reduction; (iv) the assignment to the Employee
of duties and responsibilities materially different from those normally
associated with his position as referenced at Section 1; or (v) a material
diminution or reduction in the Employee's responsibilities or authority
(including reporting responsibilities) in connection with his employment
with the Bank.
(c) Compliance with 12 U.S.C. Section 1828(k). Any payments made to
the Employee pursuant to this Agreement, or otherwise, are subject to and
conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any
regulations promulgated thereunder.
(d) Trust.
(i) Within five business days before or after a Change in Control
as defined in Section 11(a) of this Agreement which was not approved
in advance by a resolution of a majority of the Continuing Directors
of the Bank, the Bank shall (i) deposit, or cause to be deposited, in
a grantor trust (the "Trust"), designed to conform with Revenue
Procedure 93-64 (or any successor) and having a trustee independent of
the Bank, an amount equal to 2.99 times the Employee's "base amount"
as defined in Section 280G(b)(3) of the Code, and (ii) provide the
trustee of the Trust with a written direction to hold said amount and
any investment return thereon in a segregated account for the benefit
of the Employee, and to follow the procedures set forth in the next
paragraph as to the payment of such amounts from the Trust.
(ii) During the twelve (12) consecutive month period following
the date on which the Bank makes the deposit referred to in the
preceding paragraph, the Employee may provide the trustee of the Trust
with a written notice requesting that the trustee pay to the Employee
an amount designated in the notice as being payable pursuant to
Section 11(a) or (b). Within three business days after receiving said
notice, the trustee of the Trust shall send a copy of the notice to
the Bank via overnight and registered mail, return receipt requested.
On the tenth (10th) business day after mailing said notice to the
association, the trustee of the Trust shall pay the Employee the
amount designated therein in immediately available funds, unless prior
thereto the Bank provides the trustee with a written notice directing
the trustee to withhold such payment. In the latter event, the trustee
shall submit the dispute to non-appealable binding arbitration for a
determination of the amount payable to the Employee pursuant to
Section 11(a) or (b) hereof, and the party responsible for the payment
of the costs of such arbitration (which may include any reasonable
legal fees and expenses incurred by the Employee) shall be determined
by the arbitrator. The trustee shall choose the arbitrator to settle
the dispute, and such arbitrator shall be bound by the rules of the
American Arbitration Association in making his or her determination.
The parties and the trustee shall be bound by the results of the
arbitration and, within 3 days of the determination by the arbitrator,
the trustee shall pay from the Trust the amounts required to be paid
to the Employee and/or the Bank, and in no event
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shall the trustee be liable to either party for making the payments as
determined by the arbitrator.
(iii) Upon the earlier of (i) any payment from the Trust to the
Employee, or (ii) the date twelve (12) months after the date on which
the Bank makes the deposit referred to in the first paragraph of this
subsection (d)(1), the trustee of the Trust shall pay to the Bank the
entire balance remaining in the segregated account maintained for the
benefit of the Employee. The Employee shall thereafter have no further
interest in the Trust pursuant to this Agreement.
(e) In the event that any dispute arises between the Employee and the
Bank as to the terms or interpretation of this Agreement, including this
Section 11, whether instituted by formal legal proceedings or otherwise,
including any action that the Employee takes to enforce the terms of this
Section 11 or to defend against any action taken by the Bank, the Employee
shall be reimbursed for all costs and expenses, including reasonable
attorneys' fees, arising from such dispute, proceedings or actions,
provided that the Employee shall obtain a final judgment by a court of
competent jurisdiction in favor of the Employee. Such reimbursement shall
be paid within ten (10) days of Employee's furnishing to the Bank written
evidence, which may be in the form, among other things, of a canceled check
or receipt, of any costs or expenses incurred by the Employee.
Should the Employee fail to obtain a final judgment in favor of the
Employee and a final judgment is entered in favor of the Bank, then the Bank
shall be reimbursed for all costs and expenses, including reasonable Attorneys'
fees arising from such dispute, proceedings or actions. Such reimbursement shall
be paid within ten (10) days of the Bank furnishing to the Employee written
evidence, which may be in the form, among other things, of a canceled check or
receipt, of any costs or expenses incurred by the Bank.
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12. Stock Options. Employer will permit Employee or his personal
representative(s) or heirs, during a period of three months following Employee's
termination of employment by Employer for the reasons set forth in Subsections
9(d) or 11(a), if such termination follows a Change of Control, to require
Employer, upon written request, to purchase all outstanding stock options
previously granted to Employee under any stock option plan then in effect to the
extent the options are vested at a cash purchase price equal to the amount by
which the aggregate "fair market value" of the shares subject to such options
exceeds the aggregate option price for such shares. For purposes of this
Agreement, the term "fair market value" shall mean the higher of (1) the average
of the highest asked prices for shares in the over-the-counter market as
reported on the NASDAQ system or other exchange if the shares are traded on such
system for the 30 business days preceding such termination, or (2) the average
per share price actually paid for the most highly priced 1% of the shares
acquired in connection with the Change of Control by any person or group
acquiring such control.
13. Federal Income Tax Withholding. The Bank may withhold all federal and
state income or other taxes from any benefit payable under this Agreement as
shall be required pursuant to any law or government regulation or ruling.
14. Successors and Assigns.
(a) Bank. This Agreement shall not be assignable by the Bank, provided
that 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) Employee. 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; provided, however, that nothing
in this paragraph shall preclude (i) the Employee from designating a
beneficiary to receive any benefit payable hereunder upon his death, or
(ii) the executors, administrators, or other legal representatives of the
Employee or his estate from assigning any rights hereunder to the person or
persons entitled thereunto.
(c) Attachment. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to exclusion, attachment, levy or similar process or
assignment by operation of law, and any attempt, voluntary or involuntary,
to effect any such action shall be null, void and of no effect.
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15. Amendments. No amendments or additions to this Agreement shall be
binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.
16. Applicable Law. Except to the extent preempted by federal law, the laws
of the State of Indiana shall govern this Agreement in all respects, whether as
to its validity, construction, capacity, performance or otherwise.
17. 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.
18. 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 supersedes any other
agreement between the parties hereto relating to the employment of the Employee
IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first hereinabove written.
ATTEST: RIVER VALLEY FINANCIAL BANK
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------- -----------------------------------
Xxxxxx X. Xxxxxxx, Secretary Xxxxxxx X. Xxxxxxxxx, President
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxx
The undersigned, River Valley Bancorp, sole shareholder of Bank, agrees
that if it shall be determined for any reason that any obligation on the part of
Bank to continue to make any payments due under this Agreement to Employee is
unenforceable for any reason, River Valley Bancorp agrees to honor the terms of
this Agreement and continue to make any such payments due hereunder to Employee
or to satisfy any such obligation pursuant to the terms of this Agreement, as
though it were the Bank hereunder.
RIVER VALLEY BANCORP
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxxx, President
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