EMPLOYMENT AGREEMENT
Exhibit
10.2
THIS
EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 7th
day
of January, 2008, by and between Mutual Federal Savings Bank (hereinafter
referred to as the "Bank"), MutualFirst
Financial, Inc. (the "Company") and Xxxxxxx X. Xxxxxx (the
"Employee").
WHEREAS,
the Employee is currently serving as the President and Chief Executive Officer
of MFB Corp. and MFB Financial; and
WHEREAS,
it is proposed that the Company and MutualFirst Acquisition Corp., a newly
formed wholly owned subsidiary of the Company, enter into an Agreement and
Plan
of Merger (together with the attachments and exhibits thereto, the
"Merger Agreement") with MFB Corp., pursuant to which, among other things,
(i)
MFB Corp. will merge with and into MutualFirst Acquisition Corp., (the "Merger")
and (ii) MFB Financial, a wholly owned subsidiary of MFB Corp., will merge
with
and into the Bank (the "Bank Merger"); and
WHEREAS,
the Board of Directors of the Bank believes it is in the best interests of
the
Bank to enter into this Agreement in connection with the Bank Merger 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;
and
WHEREAS,
the Board of Directors of the Company has approved and authorized the execution
of this Agreement for the purpose of the Company making the guarantee set
forth
in Section 17; and
WHEREAS,
the Board of Directors of the Bank has approved and authorized the execution
of
this Agreement with the Employee to take effect as stated in Section 2
hereof.
NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants
and
agreements of the parties herein, it is AGREED as follows:
1.
Definitions.
(a)
For purposes of this Agreement, a “Change in Control” shall mean any of the
following:
(i)
a change in the ownership of the Bank or the Company, which shall occur on
the
date that any one person, or more than one person acting as a group, acquires
ownership of stock of the Bank or the Company that, together with stock held
by
such person or group, constitutes more than fifty percent (50%) of the total
fair market value or total voting power of the stock of the Bank or the Company.
Such acquisition may occur as a result of a merger of the Company or the
Bank
into another entity which pays consideration for the shares of capital stock
of
the merging Company or Bank. However, if any one person, or more than one
person
acting as a group, is considered to own more than fifty percent (50%) of
the
total fair market value or total voting power of the stock of the Bank or
the
Company, the acquisition of additional stock by the same person or persons
is
not considered to cause a change in the ownership of the Bank or the Company
(or
to cause a change in the effective control of the Bank or the Company
(within
the
meaning of subsection (ii)). An increase in the percentage of stock
owned by any one person, or persons acting as a group, as a result of a
transaction in which the Bank or the Company acquires its stock in exchange
for
property will be treated as an acquisition of stock for purposes of this
subsection. This subsection applies only when there is a transfer of
stock of the Bank or the Company (or issuance of stock of the Bank or the
Company) and stock in the Bank or the Company remains outstanding after the
transaction.
(ii)
a change in the effective control of the Bank or the Company, which shall
occur
only on either of the following dates:
1)
the date any one person, or more than one person acting as a group acquires
(or
has acquired during the 12 month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the Bank or
the
Company possessing thirty percent (30%) or more of the total voting power
of the
stock of the Bank or the Company.
2)
the date a majority of members of the Company’s board of directors is replaced
during any 12 month period by directors whose appointment or election is
not
endorsed by a majority of the members of the Company’s board of directors before
the date of the appointment or election; provided, however, that this provision
shall not apply if another corporation is a majority shareholder of the
Company.
If
any one person, or more than one person acting as a group, is considered
to
effectively control the Bank or the Company, the acquisition of additional
control of the Bank or the Company by the same person or persons is not
considered to cause a change in the effective control of the Bank or the
Company
(or to cause a change in the ownership of the Bank or the Company within
the
meaning of subsection (i) of this section).
(iii)
a change in the ownership of a substantial portion of the Bank’s assets, which
shall occur on the date that any one person, or more than one person acting
as a
group, acquires (or has acquired during the 12 month period ending on the
date
of the most recent acquisition by such person or persons) assets from the
Bank
that have a total gross fair market value equal to or more than forty percent
(40%) of the total gross fair market value of all of the assets of the Bank
immediately before such acquisition or acquisitions. For this
purpose, gross fair market value means the value of the assets of the Bank,
or
the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets. No change in control occurs
under this subsection (iii) when there is a transfer to an entity that is
controlled by the shareholders of the Bank immediately after the
transfer. A transfer of assets by the Bank is not treated as a change
in the ownership of such assets if the assets are transferred to
–
1)
a shareholder of the Bank (immediately before the asset transfer) in exchange
for or with respect to its stock;
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2)
an entity, 50 percent or more of the total value or voting power of which
is
owned, directly or indirectly, by the Bank.
3)
a person, or more than one person acting as a group, that owns, directly
or
indirectly, 50 percent or more of the total value or voting power of all
the
outstanding stock of the Bank; or
4)
an entity, at least 50 percent of the total value or voting power of which
is
owned, directly or indirectly, by a person described in paragraph
(3).
For
purposes of this subsection (iii) and except as otherwise provided in paragraph
1) above, a person’s status is determined immediately after the transfer of the
assets.
(iv)
For purposes of this section, persons will not be considered to be acting
as a
group solely because they purchase or own stock of the same corporation at
the
same time, or as a result of the same public offering. Persons will be
considered to be acting as a group if they are owners of a corporation that
enters into a merger, consolidation, purchase or acquisition of stock, or
similar business transaction with the Bank or the Company; provided, however,
that they will not be considered to be acting as a group if they are owners
of
an entity that merges into the Bank or the Company where the Bank or the
Company
is the surviving corporation.
(b)
The term "Commencement Date" means the date of the consummation of the Bank
Merger.
(c)
The term "Date of Termination" means the date upon which the Employee ceases
to
serve as an employee of the Bank.
(d)
The term "Involuntary Termination" means termination of the employment of
Employee without the Employee's express written consent, and shall include
a
voluntary termination by the Employee for “good reason.” For purposes
of this subsection, “good reason” means a material diminution of or interference
with the Employee's duties, responsibilities and benefits as Regional President
of the Bank and Senior Vice President of the Company, including (without
limitation) any of the following actions unless consented to in writing by
the
Employee: (1) a change in the principal workplace of the Employee to a location
outside of a 30 mile radius from the Bank's headquarters office as of the
date
hereof without the Employee’s consent, (2) a material demotion of the Employee;
(3) a material reduction in the number or seniority of other Bank personnel
reporting to the Employee or a material reduction in the frequency with which,
or in the nature of the matters with respect to which, such personnel are
to
report to the Employee, other than as part of a Bank-or Company-wide reduction
in staff, (4) a material adverse change in the Employee's base salary; and
(5)
any material breach of this Agreement by the Bank. The Employee’s
voluntary termination for good reason upon the occurrence of any of the events
or conditions described in the preceding sentence (a “Good Reason Event”) shall
be deemed an “Involuntary Termination” only if such voluntary termination occurs
within two years after the Good Reason Event and after the Employee has provided
the Bank not less than ninety (90) days notice of his intent to terminate
employment
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and
at least thirty (30) days for the Bank to cure the Good Reason Event. The
term
"Involuntary Termination" does not include Termination for Cause or termination
of employment due to retirement, death, disability or suspension or temporary
or
permanent prohibition from participation in the conduct of the Bank's affairs
under Section 8 of the Federal Deposit Insurance Act
("FDIA").
(e)
The terms "Termination for Cause" and "Terminated
For Cause" mean termination of the employment of the Employee 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 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. 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 Bank 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 has engaged in conduct described
in
the preceding sentence and specifying the particulars thereof in
detail.
(f)
The term “Section 409A” means Section 409A of the Code, and any regulations or
other guidance of general applicability issued thereunder.
(g)
The term “Specified Employee” means, for an applicable twelve (12) month period
beginning on April 1, a key employee (as described in Code Section 416(i),
determined without regard to paragraph (5) thereof) during the calendar year
immediately preceding such April 1.
(h)
The term
“Termination
of Employment” shall have the same meaning as Aseparation
from service,
as that phrase is defined in Section 409A (taking into account all rules
and
presumptions provided for in the Section 409A regulations). Any
reference to termination of employment herein shall be deemed to have the
same
meaning as “Termination of Employment” as herein
defined.
2.
Term.
The term of this Agreement shall be a period of three years beginning on
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 this Agreement shall be extended for a period of
one
year in addition to the then-remaining term, provided
that (1) the Bank has not given notice to the Employee in writing at
least 90 days prior to such anniversary that the term of this Agreement shall
not be extended further; and (2) prior to such anniversary, the Board of
Directors of the Bank explicitly reviews and approves the extension. Reference
herein to the term of this Agreement shall refer to both such initial term
and
such extended terms.
3.
Employment.
Upon the Commencement Date, the Employee shall be employed as Regional President
of the Bank and Senior Vice President of the Company as of the Commencement
Date. As such, the Employee shall render administrative and management services
as are customarily performed by persons situated in similar executive
capacities, and
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shall
have such other powers and duties of an officer of the Bank and the Company
as
the Board of Directors may prescribe from time to time.
4.
Compensation.
(a)
Salary.
The Bank agrees to pay the Employee during the term of this Agreement, not
less
frequently than monthly, the salary established by the Board of Directors,
which
shall be at least $250,000 annually. The amount of the Employee's salary
shall
be reviewed by the Board of Directors, beginning not later than the first
anniversary of the Commencement Date. Adjustments in salary or other
compensation shall not limit or reduce any other obligation of the Bank or
of
the Company under this Agreement. The Employee's
salary in effect from time to time during the term of this Agreement shall
not
thereafter be reduced.
(b)
Discretionary
Bonuses. The Employee shall be entitled to participate in an equitable
manner with all other executive officers of the Bank in discretionary bonuses
as
authorized and declared by the Board of Directors 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. A discretionary bonus declared pursuant to this Section
4(b) shall be paid no later than two and one-half months after the end of
the
calendar year in which the bonus is declared.
(c)
Expenses.
The Employee shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by the Employee in performing services under
this
Agreement in accordance with the policies and procedures applicable to the
executive officers of the Bank, provided
that the Employee accounts for such expenses as required under such policies
and
procedures.
5.
Benefits.
(a)
Participation
in Retirement and Employee Benefit Plans. The Employee shall be entitled
to participate in all plans relating to pension, thrift, profit-sharing,
group
life and disability insurance, medical and dental coverage, education, cash
bonuses, and other retirement or employee benefits or combinations thereof,
in
which the Bank's executive officers participate.
(b)
Fringe
Benefits. The Employee shall be eligible to participate in, and receive
benefits under, any fringe benefit plans which are or may become applicable
to
the Bank's executive officers, including, without limitation, the Company's
Stock Option Plan the Management Recognition Plan, and the Company’s Employee
Stock Ownership Plan. So long as Employee is employed by the Bank
pursuant to this Agreement, Employee shall be entitled to an auto allowance
of
$1,667 per month to be applied towards the use or lease of an automobile
used in
part for Bank business.
(c)
Vacations;
Leave. The Employee shall be entitled to annual paid vacation in
accordance with the policies established by the Board of Directors for executive
employees and to voluntary leave of absence, with or without pay, from time
to
time at such times and upon such conditions as the Board of Directors may
determine in its discretion.
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6.
Termination
of
Employment.
(a)
Involuntary
Termination.The
Board of Directors
may terminate the Employee's employment at any time, but, except in the case
of
Termination for Cause, termination of employment shall not prejudice the
Employee's right to compensation or other benefits under this Agreement.
In the
event of Involuntary Termination other than in connection with or within
twelve
(12) months after a Change in Control, (1) the Bank shall pay to the Employee
during the remaining term of this Agreement, the Employee's salary at the
rate
in effect immediately prior to the Date of Termination, payable in such manner
and at such times as such salary would have been payable to the Employee
under
Section 4 if the Employee had continued to be employed by the Bank, and (2)
the
Bank shall provide to the Employee during the remaining term of this Agreement
substantially the same benefits as the Bank maintained for its executive
officers immediately prior to the Date of Termination, including Bank-paid
dependent medical and dental coverage. If and to the extent
involuntary termination payments under this Section 6 constitute deferred
compensation within the meaning of Section 409A (“Involuntary Termination
Deferred Compensation”), and the Employee is a Specified Employee, then the
payment of such Involuntary Termination Deferred Compensation shall comply
with
Code Section 409A(a)(2)(B)(i) and the regulations thereunder, which generally
provides that distributions of deferred compensation (within the meaning
of
Section 409A) to a Specified Employee that are payable on account of Termination
of Employment may not commence prior to the six (6) month anniversary of
the
Employee’s Termination of Employment (or, if earlier, the date of the Employee’s
death). Amounts that would otherwise be distributed to the Employee during
such
six (6) month period but for the preceding sentence shall be paid to the
Employee on the 185th day following the date of the Employee’s Termination of
Employment. To the extent permitted by Section 409A, Involuntary
Termination Deferred Compensation payments shall be deemed to be made after
any
other payments provided for in this Section 6(a).
(b)
Termination
for Cause. In the event of Termination for Cause, the Bank shall pay the
Employee the Employee's salary and benefits through the Date of Termination,
and
the Bank shall have no further obligation to the Employee under this
Agreement.
(c)
Voluntary
Termination. The Employee's employment may be voluntarily terminated by
the Employee at any time upon 90 days written notice to the Bank or upon
such
shorter period as may be agreed upon between the Employee and the Board of
Directors. In the event of such voluntary termination, the Bank shall be
obligated to continue to pay to the Employee the Employee's salary and benefits
only through the Date of Termination, at the time such payments are due,
and the
Bank shall have no further obligation to the Employee under this
Agreement.
(d)
Change
in Control. In the event of Involuntary Termination in connection with or
within 12 months after a Change in Control which occurs at any time while
the
Employee is employed under this Agreement, the Bank shall, subject to Section
7
of this Agreement, (1) pay to the Employee in a lump sum in cash within 25
business days after the Date of Termination an amount equal to 299% of the
Employee's "base amount" as defined in Section 280G of the Internal Revenue
Code
of 1986, as amended (the "Code"); and (2) provide to the Employee during
the
remaining term of this Agreement substantially the same health (including,
without limitation, health, dental and vision) and disability benefits as
the
Bank maintained for its executive officers immediately prior to the Change
in
Control.
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(e)
Death;
Disability. In the event of the death of the Employee while employed
under this Agreement and prior to any termination of employment, the
Employee's
estate, or such person as the Employee may have previously designated in
writing, shall be entitled to receive from the Bank the salary and benefits
of
the Employee through the last day of the calendar month in which the Employee
died. If the Employee becomes disabled as defined in the Bank's then current
disability plan, if any, or if the Employee is otherwise unable to serve
in his
current capacity, this Agreement shall continue in fall force and effect,
except
that the salary paid to the Employee shall be reduced by any disability
insurance payments made to Employee on policies of insurance maintained by
the
Bank at its expense.
(f)
Temporary
Suspension or Prohibition. If the Employee is suspended and/or
temporarily prohibited from participating in the conduct of the Bank's affairs
by a notice served under Section 8(e)(3) or (g)(1) of the FDIA, 12 U.S.C.
§
1818(e)(3) and (g)(1), the Bank'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 Bank may in
its
discretion (i) pay the Employee all or part of the compensation withheld
while
its obligations under this Agreement were suspended and (ii) reinstate in
whole
or in part any of its obligations which were suspended.
(g)
Permanent
Suspension or Prohibition. If the Employee is removed and/or permanently
prohibited from participating in the conduct of the Bank's affairs by an
order
issued under Section 8(e)(4) or (g)(1) of the 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 contracting parties
shall not be affected.
(h)
Default
of the Bank. If the Bank is in default (as defined in Section 3(x)(1) of
the FDIA), all
obligations
under this Agreement shall terminate as of the date of
default, but this provision shall not affect any vested rights of the
contracting parties.
(i)
Termination
by
Regulators. All obligations of the Bank 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: (1) by the Director
of the
Office of Thrift Supervision (the "Director") or his or her designee, at
the
time the Federal Deposit Insurance Corporation enters into an agreement to
provide assistance to or on behalf of the Bank under the authority contained
in
Section 13(c) of the FDIA; or (2) by the Director or his or her designee,
at the
time the Director or his or her designee approves a supervisory merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the Director to be in an unsafe or unsound condition. Any rights of the
parties that have already vested, however, shall not be affected by any such
action.
Payments
due under the Agreement that are suspended in accordance with Paragraphs
6(f)
through 6(i) of the Agreement, but are later determined by the applicable
regulatory authority to be payable, shall be paid at the earliest date the
Company or the Bank reasonably anticipates that the payment would be
permissible.
7.
Certain Reduction of Payments by the Bank.
(a)
Notwithstanding any other provision of this Agreement, if payments under
this
Agreement, together with any other payments received or to be received by
the
Employee in
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connection
with a Change in Control would cause any amount to be nondeductible for federal
income tax purposes pursuant to Section 280G of the Code, then benefits under
this Agreement shall be reduced (not less than zero) to the extent necessary
so
as to maximize payments to the Employee without causing any amount to become
nondeductible. The Employee shall determine the allocation of such reduction
among payments to the Employee.
(b)
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. § 1828(k) and
any regulations promulgated thereunder.
8.
Confidential
Information; Loyalty; Non-competition.
(a)
During the term of the Employee's
employment hereunder and for three years thereafter, the Employee shall not,
except as may be required to perform his duties hereunder or as required
by law,
disclose to others or use, whether directly or indirectly, any Confidential
Information. "Confidential Information" means information about the Bank
and the
Bank’s clients and customers which is not available to the general public and
was or shall be learned by the Employee in the course of his employment by
the
Bank, including without limitation any data, formulae, information, proprietary
knowledge, trade secrets, and credit reports and analyses owned, developed
and
used in the course of the business of the Bank, including client and customer
lists and information related thereto; and all papers, resumes, records and
other documents (and all copies thereof) containing such Confidential
Information. The Employee acknowledges that such Confidential Information
is
specialized, unique in nature and of great value to the Bank. The Employee
agrees that upon the expiration of the Employee's term of employment hereunder
or in the event the Employee's employment hereunder is terminated prior thereto
for any reason whatsoever, the Employee will promptly deliver to the Bank
all
documents (and all copies thereof) containing any Confidential
Information.
(b)
The Employee shall devote his
full
time to the performance of his employment under this Agreement; provided,
however, that the Employee may serve, without compensation, with charitable,
community and industry organizations and to serve, with compensation, as
a
director of any business corporation to the extent such directorships do
not
inhibit the performance of his duties thereunder or conflict with the business
of the Bank. During the term of the Employee's employment hereunder, the
Employee shall not engage in any business or activity contrary to the business
affairs or interests of the Bank.
(c)
Upon the expiration of the term
of
the Employee's employment hereunder or in the event the Employee's employment
hereunder terminates prior thereto for any reason whatsoever, the Employee
shall
not, for a period of one year after the occurrence of such event, for himself,
or as the agent of, on behalf of, or in conjunction with, any person or entity,
solicit or attempt to solicit, whether directly or indirectly: (i) any employee
of the Bank to terminate such employee's employment relationship with the
Bank;
or (ii) any savings and loan, banking or similar business from any person
or
entity that is or was a client, employee, or customer of the Bank and had
dealt
with the Employee or any other employee of the Bank under the supervision
of the
Employee.
(d)
In the event the Employee's
employment hereunder is terminated for any reason whatsoever, the Employee
shall
not, for a period of two years from the date of termination, directly or
indirectly, own, manage, operate or control, or participate in
the
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ownership,
management, operation or control of, or be employed by or connected in any
manner with, any financial institution having an office located within 25
miles
of any office of the Bank as of the date of
termination.
(e)
The provisions of Paragraphs
8(b)
and 8(d) of the Agreement shall not prevent the Employee from purchasing,
solely
for investment, not more than 5 percent of any financial institution's stock
or
other securities which are traded on any national or regional securities
exchange or are actively traded in the over-the-counter market and registered
under Section 12(g) of the Securities Exchange Act of
1934.
(f)
The provisions of this Paragraph
8
shall survive the termination of the Employee’s employment hereunder whether by
expiration of the term thereof or otherwise.
9.
No
Mitigation. The Employee shall not be required to mitigate the amount of
any salary or other payment or benefit provided for in this Agreement by
seeking
other employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Agreement be reduced by any compensation earned by the
Employee as the result of employment by another employer, by retirement benefits
after the Date of Termination or otherwise.
10.
Attorneys
Fees. In the event the Bank exercises its right of Termination for Cause,
but it is determined by a court of competent jurisdiction or by an arbitrator
pursuant to Section 16 that cause did not exist for such termination, or
if in
any event it is determined by any such court or arbitrator that the Bank
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.
11.
No
Assignments.
(a)
This Agreement is personal to each of the parties hereto, and no 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
Bank shall 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 Bank, 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 Bank would
be
required to perform it if no such succession or assignment had taken place.
Failure of the Bank 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 Bank in
the
same amount and on the same terms as the compensation pursuant to Section
6(d)
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
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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 sent by certified mail, return
receipt requested, postage prepaid, to the Bank or Company at its home office,
to the attention of the Board of Directors with a copy to the Secretary,
or, if
to the Employee, to such home or other address as the Employee has most recently
provided in writing to the Bank.
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.
Headings.
The headings used in this Agreement are included solely for convenience and
shall not affect, or be used in connection with, the interpretation of this
Agreement.
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
Indiana.
17.
Arbitration.
Any dispute or controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration in accordance with the rules
of the
American Arbitration Association then in effect. Judgment may be entered
on the
arbitrator's award in any court having jurisdiction.
18.
Company
Guarantee. The Company hereby guarantees the obligations of the Bank to
the Employee under the Employment Agreement. This guarantee shall be subject
to
the provisions of 12 U.S.C. Section 1828(k) and regulations
thereunder.
19.
Supersedes
Prior Agreements. This Agreement supersedes any and all prior employment
agreements entered into by and between the Employee, the Bank or the
Company.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first above written.
THIS
AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED
BY THE
PARTIES.
|
Attest:
|
MUTUAL
FEDERAL SAVINGS BANK
|
|||
| /s/ Xxxxxxx X. Xxxxxx | /s/ Xxxxx X. Xxxxxx | |||
|
Secretary
|
By:
|
Xxxxx
X. Xxxxxx
|
||
|
Its:
|
Chief
Executive Officer
|
|||
|
MUTUALFIRST
FINANCIAL, INC.
|
||||
| /s/ Xxxxxxx X. Xxxxxx | /s/ Xxxxx X. Xxxxxx | |||
|
Secretary
|
By:
|
Xxxxx
X. Xxxxxx
|
||
|
Its:
|
President
and Chief Executive Officer
|
|||
|
EMPLOYEE
|
||||
| /s/ Xxxxxxx X. Xxxxxx | ||||
|
Xxxxxxx
X. Xxxxxx
|
||||
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