Exhibit 10.1 -- Retirement Agreement with Xxxxxx X. Xxxxx
RETIREMENT AGREEMENT
THIS RETIREMENT AGREEMENT is made the 28th day of July, 1998, and effective
May 20, 1998 by and between Xxxxxx X. Xxxxx (hereinafter referred to as "Xxxxx")
and Community Bank Shares of Indiana, Inc., (hereinafter referred to as "CB")
PREMISES
--------
X. Xxxxx, who served as Chief Executive Officer of CB, and as Chief
Executive Officer of its principal bank subsidiary, Community Bank of Southern
Indiana, has requested retirement and a retirement benefit package.
B. CB has agreed to the retirement and the retirement package in
exchange for Xxxxx agreeing not to work for any other lending institution or
mortgage brokerage house.
C. CB's business activities are regional.
NOW THEREFORE, in consideration of these PREMISES, and the agreements
and terms hereof, the sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Effective Date: Xxxxx shall retire as of May 20, 1998, and the
benefits and terms as set out herein shall start as of that date.
2. Retirement Monies: From June 1, 1998 through May 1, 2003, Xxxxx
shall be paid the sum of Fifty Thousand Dollars and 00/100 Dollars ($50,000.00)
per year. Such amount to be paid to Xxxxx on monthly installment on the first
business day of each month during this period.
3. Medical Insurance: CB shall permit Xxxxx to participate in CB's
group health insurance plan for the five-year term of this Agreement, at no cost
to Xxxxx; provided, in the event that participation in the health plan is
prohibited by the terms of the plan, CB shall arrange to provide Xxxxx with
benefits substantially similar to those which Xxxxx would have received were he
permitted to participate in the plan. In the event that Xxxxx decides to request
coverage under the company health plan for his wife, Xxxxx shall pay the premium
or costs associated with such additional coverage.
4. Covenant Not To Compete:
(a) "Restricted Area", shall mean Clark, Crawford, Floyd,
Harrison, Xxxxxxxxxx, Xxxxx and Xxxxxxxxx Counties, Indiana and Nelson,
Jefferson, Bullitt, Shelby, Spencer, Anderson, Washington, Larue, Xxxxxx and
Xxxxxx Counties, Kentucky.
(b) "Restricted Activity", shall mean any mortgage,
installment or commercial banking or lending activities.
(c) "Restricted Period" shall mean the period starting with
the date of this Agreement and continue through the time Xxxxx receives
compensation pursuant to this Agreement.
(d) With respect to the respective Restricted Areas and
Restrictive Activities, Xxxxx agrees that he will not, during the Restricted
Period, directly or indirectly, be an employee or paid consultant of a company
engaged in such activities other than Community Bank Shares or a subsidiary or
affiliate thereof within the Restricted Area.
(e) Xxxxx agrees that if he is in breach of this Agreement, CB
shall not be required to make any other payments as provided for in this
Agreement.
5. Prior Employment Agreement: CB and Xxxxx hereby mutually understand
and agree that the employment agreement (the "Employment Agreement") dated April
17, 1995, by and among Xxxxx, XX and Community Bank has expired and terminated
in accordance with its terms. CB and Xxxxx acknowledge and agree that neither
party has any rights, duties or obligations pursuant to the Employment
Agreement.
6. Governing Law: This Agreement shall be governed by, and be
construed and enforced in accordance with, the laws of the State of Indiana.
7. Miscellaneous:
(a) Time of the Essence. Time is of the essence for the
performance of each and every covenant contained herein.
(b) Headings. All headings of sections of this Agreement
are inserted for convenience only, and do not form
part of this Agreement or limit, expand, or otherwise alter the meaning of any
provisions hereof.
(c) Third Party. The provisions of this Agreement are intended
to be for the sole benefit of the parties hereto, and their respective
successors and assigns, and none of the provisions of this Agreement are
intended to be, nor shall they be construed to be, for the benefit of any third
party, with the exception of the provisions pertaining to Xxxxx' wife.
(d) Preparation. This Agreement shall be construed without
regard to any presumption or rule requiring construction against the party
causing such instrument to be drafted.
(e) Successors and Assigns; Assignment. This Agreement shall be
binding on, and inure to the benefit of, the parties hereto and their respective
heirs, legal representatives, successors and permitted assigns. Xxxxx may not
transfer or assign his rights and duties under this Agreement without CBSI's
prior written consent.
(f) Notices. Any communication to a party required or permitted
under this Agreement, including any notice, direction, designation, consent,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally, or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below or
at such other address as one such party may be written notice specify to the
other party:
If to Xxxxx:
Xxxxxx X. Xxxxx
0 Xxxxxxxxxxx Xxxxx
Xxxxxx Xxxx Xxxxxx, XX 00000
If to CB:
Community Bank Shares of Indiana, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Attention: C. Xxxxxx Xxxxx, Chairman
(g) Withholding. The Company may make such provisions as it deems
appropriate for the withholding pursuant to federal or
state income tax laws of such amounts as the Company determines it is required
to withhold in connection with the payments to be made to the Xxxxx pursuant to
this Agreement.
(h) Waiver. Failure to insist upon strict compliance with any of the
terms, covenants or, conditions hereof shall not be deemed a waiver of such
terms, covenant or condition. A waiver of any provision of this Agreement must
be made in writing, designated as a waiver, and signed by the party against whom
its enforcement is sought. Any waiver or relinquishment of any right or power
hereunder at any one or more times shall not be deemed a waiver of
relinquishment of such right or power at any other time or times.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
COMMUNITY BANK SHARES OF INDIANA, INC.
By:_/s/ X. Xxxxxx Young________ _/s/ Xxxxxx X. Yates_________
C. XXXXXX XXXXX, CHAIRMAN XXXXXX X. XXXXX
STATE OF INDIANA)
) SS:
COUNTY OF XXXXX )
-----
Before me, a Notary Public, in and for said County and State,
personally appeared Xxxxxx X. Xxxxx and acknowledge the execution of the
foregoing Retirement Agreement to be his free and voluntary act and deed for the
uses and purposes expressed therein.
WITNESS my hand and seal, this 28TH day of July, 1998.
/s/ Xxxxxxx X. Xxxxxxxx
NOTARY PUBLIC
Xxxxxxx X. Xxxxxxxx
PRINTED SIGNATURE
My Commission Expires: Resident of Xxxxx County, IN
December 14, 0000
XXXXX XX XXXXXXX )
) SS:
COUNTY OF XXXXX )
--------
Before me, a Notary Public, in and for said County and State,
personally appeared Community Bank of Shares of Indiana, Inc., by its duly
authorized Chairman, C. Xxxxxx Xxxxx, and acknowledge the execution of the
foregoing Retirement Agreement to be its free and voluntary act and deed for the
uses and purposes expressed therein.
WITNESS my hand and seal, this 27th day of July 1998.
/s/ Xxxxxxx Xxxxx
NOTARY PUBLIC
Xxxxxxx X. Xxxxx
PRINTED SIGNATURE
My Commission Expires: Resident of Xxxxx County, IN
June 22, 1999
THIS INSTRUMENT PREPARED BY:
YOUNG, LIND, XXXXXX & XXXXX
XXXXXXX X. XXXXXX ATTORNEY
dm44a : Xxxxx . ret
