EXHIBIT 10.7(b)
FORM OF
BANK
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), made this _____ day of _________, 2004,
by and between FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION, a federally chartered
savings institution (the "Bank"), and XXXX X. XXXXXXXX (the "Executive").
References to the "Company" herein shall mean Kentucky First Federal Bancorp, a
federally chartered corporation and the holding company of the Bank.
WHEREAS, Executive serves the Bank in a position of substantial
responsibility;
WHEREAS, the Bank wishes to assure the services of Executive for the
period provided in this Agreement; and
WHEREAS, Executive is willing to serve in the employ of the Bank for said
period.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:
1. EMPLOYMENT. Executive is employed as the President and Chief
Executive Officer of the Bank. Executive shall perform all duties and shall have
all powers which are commonly incident to those offices. During the term of this
Agreement, Executive also agrees to serve, if elected, as an officer and/or
director of any subsidiary of the Bank and in such capacity will carry out such
duties and responsibilities as are reasonably appropriate to that office.
2. LOCATION AND FACILITIES. Executive will be furnished with the
working facilities and staff customary for executive officers with the title and
duties set forth in Section 1 and as are necessary for him to perform his
duties. The location of such facilities and staff shall be at the principal
administrative offices of the Bank, or at such other site or sites customary for
such offices.
3. TERM.
a. The term of this Agreement shall be (i) the initial term, consisting
of the period commencing on the date of this Agreement (the
"Effective Date") and ending on the third anniversary of the
Effective Date, plus (ii) any and all extensions of the initial term
made pursuant to this Section 3.
b. Commencing on the first year anniversary date of this Agreement, and
continuing on each anniversary thereafter, the disinterested members
of the boards of directors of the Bank may extend the Agreement for
an additional one-year period beyond the then effective expiration
date, unless Executive elects not to extend the term of this
Agreement by giving written notice in accordance with Section 20 of
this Agreement. The Board of Directors of the Bank (the "Board")
will review Executive's performance annually for purposes of
determining whether to extend the Agreement
and the rationale and results thereof shall be included in the
minutes of the Board's meeting. The Board shall give notice to
Executive as soon as possible after such review as to whether the
Agreement is to be extended.
4. BASE COMPENSATION.
a. The Bank agrees to pay Executive during the term of this Agreement a
base salary at the rate of $164,400 per year, payable in accordance
with customary payroll practices.
b. The Board shall review annually the rate of Executive's base salary
based upon factors they deem relevant, and may maintain or increase
his salary, provided that no such action shall reduce the rate of
salary below the rate in effect on the Effective Date.
c. In the absence of action by the Board, Executive shall continue to
receive salary at the annual rate specified on the Effective Date
or, if another rate has been established under the provisions of
this Section 4, the rate last properly established by action of the
Board under the provisions of this Section 4.
5. BONUSES. Executive shall be entitled to participate in discretionary
bonuses or other incentive compensation programs that the Bank may award from
time to time to senior management employees pursuant to bonus plans or
otherwise.
6. BENEFIT PLANS. Executive shall be entitled to participate in such
life insurance, medical, dental, pension, profit sharing, retirement and
stock-based compensation plans and other programs and arrangements as may be
approved from time to time by the Bank for the benefit of its employees.
7. VACATION AND LEAVE. At such reasonable times as the Board shall in
its discretion permit, Executive 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. Executive shall be entitled to an annual vacation in accordance with
the policies that the Board periodically establishes for senior
management employees.
b. Executive shall accumulate any unused vacation and/or sick leave
from one fiscal year to the next, in either case to the extent
authorized by the Board, provided that the Board shall not reduce
previously accumulated vacation or sick leave.
c. In addition to the above mentioned paid vacations, Executive shall
be entitled, without loss of pay, to absent himself voluntarily from
the performance of his employment 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
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Executive a leave or leaves or absence, with or without pay, at such
time or times and upon such terms and conditions as the Board in its
discretion may determine.
8. EXPENSE PAYMENTS AND REIMBURSEMENTS. Executive shall be reimbursed
for all reasonable out-of-pocket business expenses that he shall incur in
connection with his services under this Agreement upon substantiation of such
expenses in accordance with applicable policies of the Bank.
9. AUTOMOBILE ALLOWANCE. During the term of this Agreement, Executive
may be entitled to an automobile allowance. In the event such automobile
allowance is provided by the Bank, Executive shall comply with reasonable
reporting and expense limitations on the use of such automobile as may be
established by the Bank from time to time, and the Bank shall annually include
on Executive's Form W-2 any amount of income attributable to Executive's
personal use of such automobile.
10. LOYALTY AND CONFIDENTIALITY.
a. During the term of this Agreement and except for illnesses,
reasonable vacation periods, and reasonable leaves of absence,
Executive: (i) shall devote his full business time, attention,
skill, and efforts to the faithful performance of his duties
hereunder; provided, however, that from time to time, Executive 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
unfavorably affect the performance of Executive's duties pursuant to
this Agreement, or violate any applicable statute or regulation and
(ii) shall not engage in any business or activity contrary to the
business affairs or interests of the Bank. "Full business time" is
hereby defined as that amount of time usually devoted to like
companies and institutions by similarly situated executive officers.
b. Nothing contained in this Agreement shall prevent or limit
Executive'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, minority investor, in any business.
c. Executive agrees to maintain the confidentiality of any and all
information concerning the operation or financial status of the
Company and the Bank learned while he is employed by the Bank; the
names or addresses of any of its borrowers, depositors and other
customers; any information concerning or obtained from such
customers; and any other information concerning the Company and the
Bank to which he may be exposed during the course of his employment
with the Bank. Executive further agrees that, unless required by law
or specifically permitted by the Board in writing, he will not
disclose to any person or entity, either during or subsequent to his
employment, any of the above-mentioned information which is not
generally known to the public, nor shall he employ such information
in any way other than for the benefit of the Company and the Bank.
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11. TERMINATION AND TERMINATION PAY. Subject to Section 12 of this
Agreement, Executive's employment under this Agreement may be terminated in the
following circumstances:
a. Death. Executive's employment under this Agreement shall terminate
upon his death during the term of this Agreement, in which event
Executive's estate shall be entitled to receive the compensation due
to Executive through the last day of the calendar month in which his
death occurred.
b. Retirement. This Agreement shall be terminated upon Executive's
retirement under the retirement benefit plan or plans in which he
participates pursuant to Section 6 of this Agreement or otherwise.
c. Disability.
i. The Board or Executive may terminate Executive's employment
after having determined Executive has a Disability. For
purposes of this Agreement, "Disability" means a physical or
mental infirmity that impairs Executive's ability to
substantially perform his duties under this Agreement and that
results in Executive becoming eligible for long-term
disability benefits under any long-term disability plans of
the Bank (or, if there are no such plans in effect, that
impairs Executive's ability to substantially perform his
duties under this Agreement for a period of one hundred eighty
(180) consecutive days). The Board shall determine whether or
not Executive is and continues to be permanently disabled for
purposes of this Agreement in good faith, based upon competent
medical advice and other factors that they reasonably believe
to be relevant. As a condition to any benefits, the Board may
require Executive to submit to such physical or mental
evaluations and tests as it deems reasonably appropriate.
ii. In the event of such Disability, Executive shall be entitled
to the compensation and benefits provided for under this
Agreement for (1) any period during the term of this Agreement
and prior to the establishment of Executive's Disability
during which Executive is unable to work due to the physical
or mental infirmity, and (2) any period of Disability which is
prior to Executive's termination of employment pursuant to
this Section 11c.; provided, however, that any benefits paid
pursuant to the Bank's long-term disability plan will continue
as provided in such plan without reduction for payments made
pursuant to this Agreement. During any period that Executive
receives disability benefits and to the extent that Executive
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, he 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
reasonable expenses
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incident to the performance of any assignment given to
Executive during the Disability period.
d. Termination for Cause.
i. The Board may, by written notice to Executive in the form and
manner specified in this paragraph, immediately terminate his
employment at any time, for "Cause." Executive shall have no
right to receive compensation or other benefits for any period
after termination for Cause except for vested benefits.
Termination for Cause shall mean termination because of, in
the good faith determination of the Board, Executive's:
(1) Personal dishonesty;
(2) Incompetence;
(3) Willful misconduct;
(4) Breach of fiduciary duty involving personal profit;
(5) Intentional failure to perform stated duties under this
Agreement;
(6) Willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) that
reflects adversely on the reputation of the Bank, any
felony conviction, any violation of law involving moral
turpitude, or any violation of a final cease-and-desist
order; or
(7) Material breach by Executive of any provision of this
Agreement.
ii. Notwithstanding the foregoing, Executive shall not be deemed
to have been terminated for Cause unless there shall have been
delivered to Executive a copy of a resolution duly adopted by
the affirmative vote of a majority of the entire membership of
the Board at a meeting of such Board called and held for the
purpose (after reasonable notice to Executive and an
opportunity for Executive to be heard before the Board with
counsel), of finding that, in the good faith opinion of the
Board, Executive was guilty of the conduct described above and
specifying the particulars thereof.
e. Voluntary Termination by Executive. In addition to his other rights
to terminate under this Agreement, Executive may voluntarily
terminate employment during the term of this Agreement upon at least
ninety (90) days' prior written notice to the Board, in which case
Executive shall receive only his compensation, vested rights and
employee benefits up to the date of his termination.
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f. Without Cause or With Good Reason.
i. In addition to termination pursuant to Sections 11a. through
11e., the Board may, by written notice to Executive,
immediately terminate his employment at any time for a reason
other than Cause (a termination "Without Cause") and Executive
may, by written notice to the Board, immediately terminate
this Agreement at any time within ninety (90) days following
an event constituting "Good Reason," as defined below (a
termination "With Good Reason").
ii. Subject to Section 12 of this Agreement, in the event of
termination under this Section 11f., Executive shall be
entitled to receive his base salary for the remaining term of
the Agreement paid in one lump sum within ten (10) calendar
days of such termination. Also, in such event, Executive
shall, for the remaining term of the Agreement, receive the
benefits he would have received during the remaining term of
the Agreement under any retirement programs (whether
tax-qualified or non-qualified) in which Executive
participated prior to his termination (with the amount of the
benefits determined by reference to the benefits received by
Executive or accrued on his behalf under such programs during
the twelve (12) months preceding his termination) and continue
to participate in any benefit plans of the Bank that provide
health (including medical and dental), life or disability
insurance, or similar coverage, upon terms no less favorable
than the most favorable terms provided to senior executives of
the Bank during such period. In the event that the Company or
the Bank are unable to provide such coverage by reason of
Executive no longer being an employee, the Bank shall provide
Executive with comparable coverage on an individual policy
basis.
iii. "Good Reason" shall exist if, without Executive's express
written consent, the Bank materially breaches any of its
obligations under this Agreement. Without limitation, such a
material breach shall be deemed to occur upon any of the
following:
(1) A material reduction in Executive's responsibilities or
authority in connection with his employment;
(2) Assignment to Executive of duties of a non-executive
nature or duties for which he is not reasonably equipped
by his skills and experience;
(3) A reduction in salary or benefits contrary to the terms
of this Agreement, or, following a Change in Control as
defined in Section 12 of this Agreement, any reduction
in salary or material reduction in benefits below the
amounts to which Executive was entitled prior to the
Change in Control;
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(4) Termination of incentive and benefit plans, programs or
arrangements, or reduction of Executive's participation
to such an extent as to materially reduce their
aggregate value below their aggregate value as of the
Effective Date;
(5) A requirement that Executive relocate his principal
business office or his principal place of residence
outside of the area consisting of a thirty (30) mile
radius from the current main office and any branch of
the Bank, or the assignment to Executive of duties that
would reasonably require such a relocation; or
(6) Liquidation or dissolution of the Bank.
iv. Notwithstanding the foregoing, a reduction or elimination of
Executive's benefits under one or more benefit plans
maintained by the Bank as part of a good faith, overall
reduction or elimination of such plans or benefits thereunder
applicable to all participants in a manner that does not
discriminate against Executive (except as such discrimination
may be necessary to comply with law) shall not constitute an
event of Good Reason or a material breach of this Agreement,
provided that benefits of the type or to the general extent as
those offered under such plans prior to such reduction or
elimination are not available to other officers of the Bank
under a plan or plans in or under which Executive is not
entitled to participate.
g. Continuing Covenant Not to Compete or Interfere with Relationships.
Regardless of anything herein to the contrary, following a
termination by the Bank or Executive pursuant to Section 11f.:
i. Executive's obligations under Section 10c. of this Agreement
will continue in effect; and
ii. During the period ending on the first anniversary of such
termination, Executive shall not serve as an officer, director
or employee of any bank holding company, bank, savings bank,
savings and loan holding company, or mortgage company (any of
which shall be a "Financial Institution") which Financial
Institution offers products or services competing with those
offered by the Bank from any office within fifty (50) miles
from the main office or any branch of the Bank and shall not
interfere with the relationship of the Bank and any of its
employees, agents, or representatives.
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12. TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL.
a. For purposes of this Agreement, a "Change in Control" means any of
the following events:
i. Merger: The Company merges into or consolidates with another
corporation, or merges another corporation into the Company,
and as a result less than a majority of the combined voting
power of the resulting corporation immediately after the
merger or consolidation is held by persons who were
stockholders of the Company immediately before the merger or
consolidation.
ii. Acquisition of Significant Share Ownership: The Company files,
or is required to file, a report on Schedule 13D or another
form or schedule (other than Schedule 13G) required under
Sections 13(d) or 14(d) of the Securities Exchange Act of
1934, if the schedule discloses that the filing person or
persons acting in concert has or have become the beneficial
owner of 25% or more of a class of the Company's voting
securities, but this clause (b) shall not apply to beneficial
ownership of Company voting shares held in a fiduciary
capacity by an entity of which the Company directly or
indirectly beneficially owns 50% or more of its outstanding
voting securities.
iii. Change in Board Composition: During any period of two
consecutive years, individuals who constitute the Company's
Board of Directors at the beginning of the two-year period
cease for any reason to constitute at least a majority of the
Company's Board of Directors; provided, however, that for
purposes of this clause (iii), each director who is first
elected by the Board (or first nominated by the Board for
election by the stockholders) by a vote of at least two-thirds
(2/3) of the directors who were directors at the beginning of
the two-year period shall be deemed to have also been a
director at the beginning of such period; or
iv. Sale of Assets: The Company sells to a third party all or
substantially all of its assets.
Notwithstanding anything in this Agreement to the contrary, in no
event shall the conversion of the Bank from mutual to stock form
constitute a "Change in Control" for purposes of this Agreement.
b. Termination. If within the period ending one year after a Change in
Control, (i) the Bank shall terminate Executive's employment Without
Cause, or (ii) Executive voluntarily terminates his employment with
Good Reason, the Bank shall, within ten calendar days of the
termination of Executive's employment, make a lump-sum cash payment
to him equal to three times Executive's average Annual Compensation
over the five (5) most recently completed calendar years ending with
the year immediately
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preceding the effective date of the Change in Control. In
determining Executive's average Annual Compensation, Annual
Compensation shall include base salary and any other taxable income,
including, but not limited to, amounts related to the granting,
vesting or exercise of restricted stock or stock option awards,
commissions, bonuses (whether paid or accrued for the applicable
period), as well as retirement benefits, director or committee fees
and fringe benefits paid or to be paid to Executive or paid for
Executive's benefit during any such year, profit sharing, employee
stock ownership plan and other retirement contributions or benefits,
including to any tax-qualified plan or arrangement (whether or not
taxable) made or accrued on behalf of Executive for such years. The
cash payment made under this Section 12b. shall be made in lieu of
any payment also required under Section 11f. of this Agreement
because of a termination in such period. Executive's rights under
Section 11f. are not otherwise affected by this Section 12. Also, in
such event, Executive shall, for a thirty-six (36) month period
following his termination of employment, receive the benefits he
would have received over such period under any retirement programs
(whether tax-qualified or non-tax-qualified) in which Executive
participated prior to his termination (with the amount of the
benefits determined by reference to the benefits received by
Executive or accrued on his behalf under such programs during the
twelve (12) months preceding the Change in Control) and continue to
participate in any benefit plans that provide health (including
medical and dental), life or disability insurance, or similar
coverage upon terms no less favorable than the most favorable terms
provided to senior executives during such period. In the event that
the Bank is unable to provide such coverage by reason of Executive
no longer being an employee, the Bank shall provide Executive with
comparable coverage on an individual policy basis or the cash
equivalent.
c. The provisions of Section 12 and Sections 14 through 27, including
the defined terms used in such sections, shall continue in effect
until the later of the expiration of this Agreement or one year
following a Change in Control.
13. INDEMNIFICATION AND LIABILITY INSURANCE.
a. Indemnification. The Bank agrees to indemnify Executive (and his
heirs, executors, and administrators), and to advance expenses
related thereto, to the fullest extent permitted under applicable
law and regulations against any and all expenses and liabilities
reasonably incurred by him in connection with or arising out of any
action, suit, or proceeding in which he may be involved by reason of
his having been a director or Executive of the Bank or any of its
subsidiaries (whether or not he continues to be a director or
Executive at the time of incurring any such expenses or
liabilities), such expenses and liabilities to include, but not be
limited to, judgments, court costs, and attorneys' fees and the
costs of reasonable settlements, such settlements to be approved by
the Board, if such action is brought against Executive in his
capacity as an Executive or director. Indemnification for expenses
shall not extend to matters for which Executive has been terminated
for Cause. Nothing contained herein shall be deemed to provide
indemnification prohibited by applicable
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law or regulation. Notwithstanding anything herein to the contrary,
the obligations of this Section 13 shall survive the term of this
Agreement by a period of six (6) years.
b. Insurance. During the period in which indemnification of Executive
is required under this Section, the Bank shall provide Executive
(and his heirs, executors, and administrators) with coverage under a
directors' and officers' liability policy at the expense of the
Bank, at least equivalent to such coverage provided to directors and
senior executives of the Bank.
14. REIMBURSEMENT OF EXECUTIVE'S EXPENSES TO ENFORCE THIS AGREEMENT. The
Bank shall reimburse Executive for all out-of-pocket expenses, including,
without limitation, reasonable attorney's fees, incurred by Executive in
connection with successful enforcement by Executive of the obligations of the
Bank to Executive under this Agreement. Successful enforcement shall mean the
grant of an award of money or the requirement that the Bank take some action
specified by this Agreement: (i) as a result of a court order; or (ii) otherwise
following an initial failure of the Bank to pay such money or take such action
promptly after written demand therefor from Executive stating the reason that
such money or action was due under this Agreement at or prior to the time of
such demand.
15. LIMITATION OF BENEFITS UNDER CERTAIN CIRCUMSTANCES. If the payments
and benefits pursuant to Section 12 of this Agreement, either alone or together
with other payments and benefits which Executive has the right to receive from
the Bank, would constitute a "parachute payment" under Section 280G of the Code,
the payments and benefits pursuant to Section 12 shall be reduced or revised, in
the manner determined by Executive, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits under Section 12
being non-deductible to the Bank pursuant to Section 280G of the Code and
subject to the excise tax imposed under Section 4999 of the Code. The
determination of any reduction in the payments and benefits to be made pursuant
to Section 12 shall be based upon the opinion of the Bank's independent public
accountants and paid for by the Bank. In the event that the Bank and/or
Executive do not agree with the opinion of such counsel, (i) the Bank shall pay
to Executive the maximum amount of payments and benefits pursuant to Section 12,
as selected by Executive, which such opinion indicates there is a high
probability do not result in any of such payments and benefits being
non-deductible to the Bank and subject to the imposition of the excise tax
imposed under Section 4999 of the Code and (ii) the Bank may request, and
Executive shall have the right to demand that it request, a ruling from the IRS
as to whether the disputed payments and benefits pursuant to Section 12 have
such consequences. Any such request for a ruling from the IRS shall be promptly
prepared and filed by the Bank, but in no event later than thirty (30) days from
the date of the opinion of counsel referred to above, and shall be subject to
Executive's approval prior to filing, which shall not be unreasonably withheld.
The Bank and Executive agree to be bound by any ruling received from the IRS and
to make appropriate payments to each other to reflect any such rulings, together
with interest at the applicable federal rate provided for in Section 7872(f)(2)
of the Code. Nothing contained herein shall result in a reduction of any
payments or benefits to which Executive may be entitled upon termination of
employment other than pursuant to Section 12 hereof, or a reduction in the
payments and benefits specified in Section 12 below zero.
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16. INJUNCTIVE RELIEF. If there is a breach or threatened breach of
Section 11g. of this Agreement or the prohibitions upon disclosure contained in
Section 10c. of this Agreement, the parties agree that there is no adequate
remedy at law for such breach, and that the Bank shall be entitled to injunctive
relief restraining Executive from such breach or threatened breach, but such
relief shall not be the exclusive remedy hereunder for such breach. The parties
hereto likewise agree that Executive, without limitation, shall be entitled to
injunctive relief to enforce the obligations of the Bank under this Agreement.
17. SOURCE OF PAYMENTS.
(a) All payments provided for in this Agreement shall be timely paid in cash
or check from the general funds of the Bank. The Company, however,
unconditionally guarantees payment and provision of all amounts and benefits due
hereunder to Executive and, if such amounts and benefits due from the Bank are
not timely paid or provided by the Bank, such amounts and benefits shall be paid
or provided by the Company.
(b) Notwithstanding any provision herein to the contrary, to the extent that
payments and benefits, as provided by this Agreement, are paid to or received by
Executive under the Employment Agreement in effect between Executive and the
Company (the "Company Agreement"), such compensation payments and benefits paid
by the Company will be subtracted from any amount due simultaneously to
Executive under similar provisions of this Agreement. Payments pursuant to this
Agreement and the Company Agreement shall be allocated in proportion to the
level of activity and the time expended on such activities by Executive as
determined by the Company and the Bank.
18. SUCCESSORS AND ASSIGNS.
a. This Agreement shall inure to the benefit of and be binding upon any
corporate or other successor of the Bank which shall acquire,
directly or indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets or stock of the
Bank.
b. Since the Bank is contracting for the unique and personal skills of
Executive, Executive shall be precluded from assigning or delegating
his rights or duties hereunder without first obtaining the written
consent of the Bank.
19. NO MITIGATION. Executive 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 Executive in any subsequent employment.
20. NOTICES. All notices, requests, demands and other communications in
connection with this Agreement shall be made in writing and shall be deemed to
have been given when delivered by hand or 48 hours after mailing at any general
or branch United States Post Office, by registered or certified mail, postage
prepaid, addressed to the Bank at its principal business office and to Executive
at his home address as maintained in the records of the Bank.
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21. NO PLAN CREATED BY THIS AGREEMENT. Executive and the Bank expressly
declare and agree that this Agreement was negotiated among them and that no
provision or provisions of this Agreement are intended to, or shall be deemed
to, create any plan for purposes of the Employee Retirement Income Security Act
or any other law or regulation, and each party expressly waives any right to
assert the contrary. Any assertion in any judicial or administrative filing,
hearing, or process that such a plan was so created by this Agreement shall be
deemed a material breach of this Agreement by the party making such an
assertion.
22. 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.
23. APPLICABLE LAW. Except to the extent preempted by federal law, the
laws of the State of Kentucky shall govern this Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.
24. 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.
25. HEADINGS. Headings contained herein are for convenience of reference
only.
26. ENTIRE AGREEMENT. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof, other than written agreements with respect to specific plans, programs
or arrangements described in Sections 5 and 6.
27. REQUIRED PROVISIONS. In the event any of the foregoing provisions of
this Section 27 are in conflict with the terms of this Agreement, this Section
27 shall prevail.
a. The Bank may terminate Executive's employment at any time, but any
termination by the Bank, other than termination for Cause, shall not
prejudice Executive's right to compensation or other benefits under
this Agreement. Executive shall not have the right to receive
compensation or other benefits for any period after termination for
Cause as defined in Section 7 of this Agreement.
b. If Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice
served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit
Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1); the Bank's
obligations under this contract 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
Executive all or part of the compensation withheld while their
contract obligations were suspended; and (ii) reinstate (in whole or
in part) any of the obligations which were suspended.
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c. If Executive 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 8(g)(1) of the Federal Deposit
Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all
obligations of the Bank under this contract shall terminate as of
the effective date of the order, but vested rights of the
contracting parties shall not be affected.
d. If the Bank is in default as defined in Section 3(x)(1) of the
Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all
obligations of the Bank under this contract shall terminate as of
the date of default, but this paragraph shall not affect any vested
rights of the contracting parties.
e. All obligations of the Bank under this contract shall be terminated,
except to the extent determined that continuation of the contract is
necessary for the continued operation of the institution: (i) by the
Director of the OTS (or his designee), the FDIC or the Resolution
Trust Corporation, at the time the FDIC enters into an agreement to
provide assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit Insurance Act, 12
U.S.C. Section 1823(c); or (ii) by the Director of the OTS (or his
designee) at the time the Director (or his designee) approves a
supervisory merger to resolve problems related to the operations 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 such action.
f. Any payments made to Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon compliance with 12
U.S.C. Section 1828(k) and 12 C.F.R. Section 545.121 and any rules
and regulations promulgated thereunder.
13
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first set forth above.
ATTEST: FIRST FEDERAL SAVINGS & LOAN ASSOCIATION
By:
___________________________ ________________________________________
Corporate Secretary For the Entire Board of Directors
WITNESS: EXECUTIVE
By:
___________________________ ________________________________________
Corporate Secretary Xxxx X. Xxxxxxxx
ATTEST: KENTUCKY FIRST FEDERAL BANCORP
(Solely as Guarantor)
By:
___________________________ ________________________________________
Corporate Secretary For the Entire Board of Directors
14
