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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
this ______ day of _______________, 199__, by and between MIDWEST FEDERAL
SAVINGS AND LOAN ASSOCIATION OF EASTERN IOWA, a federally chartered savings and
loan association whose address is 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000,
(which, together with any successor thereto which executes and delivers the
assumption agreement provided for in Section 11(a) hereof or which otherwise
becomes bound by the terms and provisions of this Agreement by operation of law,
is hereinafter referred to as the "Association"), and XXXXXX X. XXXXXXXXX whose
residence address is 00000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxxx (the "Employee").
WHEREAS, the Employee has served as Executive Vice President and Chief
Financial Officer of the Association and Midwest Bancshares, Inc.; and
WHEREAS, the Association is being merged with and into Mahaska
Investment Company ("Mahaska"); and
WHEREAS, Employee is willing to release any rights which he may have
pursuant to his Employment Agreement dated November 10, 1992, upon Closing of
the merger in consideration for the execution of this Agreement and payment of
the cash which Employee is entitled to receive at Closing; and
WHEREAS, the Board of Directors of the Association recognizes that the
possibility of a change in control of Mahaska or the Association may exist and
that such possibility, and the uncertainty and questions which it may raise
among management, may result in the departure or distraction of key management
personnel to the detriment of the Association, Mahaska and its stockholders; and
WHEREAS, the Board of Directors of the Association desires to provide
certain benefits to the Employee following his involuntary termination of
employment after a change of control of the Association or Mahaska; and
WHEREAS, the Board of Directors of the Association believes it is in
the best interests of the Association to enter into this Agreement with the
Employee in order to assure continuity of management of the Association and to
reinforce and encourage the continued attention and dedication of the Employee
to his assigned duties without distraction in the face of potentially disruptive
circumstances arising from the possibility of a change in control of Mahaska or
the Association, although no such change is now contemplated; and
WHEREAS, the Board of Directors of the Association has approved and
authorized the execution of this Agreement with the Employee to take effect as
stated in Section 4 hereof;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, it is AGREED as
follows:
EXHIBIT D
(to Merger Agreement)
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1. Employment. The Employee will be employed as Executive Vice
President and Chief Financial Officer of the Association, or in such other more
senior capacity as the Board of Directors may subsequently determine. As
Executive Vice President and Chief Financial Officer, Employee shall render
administrative and management services as are customarily performed by persons
situated in similar executive capacities, and shall have other powers and duties
as may from time to time be prescribed by the Board, provided that such duties
are consistent with the Employee's position. The Employee shall continue to
devote his best efforts and substantially all his business time and attention to
the business and affairs of the Association and its subsidiaries and affiliated
companies.
2. Compensation.
(a) Salary. The Association agrees to pay the Employee during the term
of this Agreement a salary established by the Board of Directors. The salary
hereunder as of the Commencement Date (as defined in Section 4 hereof) shall be
$94,500. The salary provided for herein shall be payable in cash not less
frequently than bi-monthly in accordance with the practices of the Association;
provided, however, that no such salary is required to be paid by the terms of
this Agreement in respect of any month or portion thereof subsequent to the
termination of this Agreement, and provided further, that the amount of such
salary shall be reviewed by the Association not less often than annually and may
be increased (but not decreased) from time to time in such amounts as the Board
of Directors in its discretion may decide, subject to the customary withholding
tax and other employee taxes as required with respect to compensation paid by a
corporation to an employee.
(b) Discretionary Bonuses. The Employee shall be entitled to
participate in an equitable manner with all other executive officers of the
Association in discretionary bonuses as authorized and declared by the Board of
Directors of the Association to its executive employees. No other compensation
provided for in this Agreement shall be deemed a substitute for the Employee's
right to participate in such bonuses when and as declared by the Board of
Directors. Association agrees to maintain a comparable bonus program to the
program maintained by Mahaska for its executive employees and the executive
employees of its subsidiaries.
(c) Expenses. During the term of his employment hereunder, the Employee
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by him (in accordance with policies and procedures at least as
favorable to the Employee as those presently applicable to the senior executive
officers of the Association) in performing services hereunder, provided that the
Employee properly accounts therefor in accordance with Association policy.
3. Benefits.
(a) Participation in Retirement and Employee Benefit Plans. The
Employee shall be entitled while employed hereunder to participate equitably in,
and receive benefits under, all plans relating to stock options, stock
purchases, pension, thrift, profit-sharing, group life insurance, medical
coverage, education, cash or stock bonuses, and other retirement or employee
benefits or combinations thereof, that are now or hereafter maintained for the
benefit of the Association's executive employees or for its employees generally.
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(b) Fringe Benefits. The Employee shall be eligible while employed
hereunder to participate in, and receive benefits under, any other fringe
benefits which are or may become applicable to the Association's executive
employees or to its employees generally, including a reasonable expense account
and continued payment by the Association of Employee's dues for membership in
the Burlington Golf Club.
(c) Retirement, Employee Benefit Plans and Fringe Benefits. Association
agrees to maintain retirement, employee benefit plans and fringe benefit
programs comparable to the programs maintained by Mahaska for its executive
employees and the executive employees of its subsidiaries.
4. Term. The term of employment under this Agreement shall be a period
of 36 months commencing on the closing date of the merger (the "Commencement
Date"), subject to earlier termination as provided herein. Beginning on the
first anniversary of the Commencement Date, and on each anniversary thereafter,
the term of employment under this Agreement shall be extended, subject to the
next sentence of this paragraph, for a period of one year unless either the
Association or the Employee gives contrary written notice to the other not less
than 90 days in advance of the date on which the term of employment under this
Agreement would otherwise be extended. This Agreement will not be automatically
extended unless such extension is approved by the Board of Directors of the
Association following the Board's review of a formal performance evaluation of
the Employee performed by the disinterested members of the Board of Directors of
the Association and reflected in the minutes of the Board of Directors.
Reference herein to the term of employment under this Agreement shall refer to
both such initial term and such extended terms. As of the Commencement Date,
that certain Employment Agreement entered into between the Association and
Employee dated November 10, 1992, shall terminate and have no further force or
effect.
5. Vacations. The Employee shall be entitled, without loss of pay, to
absent himself voluntarily from the performance of his employment under this
Agreement, all such voluntary absences to count as vacation time, provided that:
(a) During the term of employment under this Agreement, the
Employee shall be entitled to an annual paid vacation of four weeks,
or, if more favorable to Employee, in accordance with the most
favorable plans, policies, programs or practices of the Association and
its affiliated companies as in effect for the Association at any time
during the six month period immediately preceding the Commencement
Date, or as in effect generally at any time thereafter with respect to
other senior executives of the association and its affiliated
companies;
(b) The timing of vacations shall be scheduled in a reasonable
manner by the Employee;
(c) The Board of Directors shall, solely at the Employee's
request, be entitled to grant to the Employee a leave or leaves of
absence with or without pay at such time or times and upon such terms
and conditions as the Board of Directors, in its discretion, may
determine; and
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(d) Association agrees to maintain a vacation program
comparable to the program maintained by Mahaska for its executive
employees and the executive employees of its subsidiaries.
6. Termination of Employment; Death. (a) The Board of Directors may
terminate the Employee's employment at any time, but any termination by the
Association's Board of Directors, other than termination for cause, shall not
prejudice the Employee's right to compensation or other benefits under the
Agreement. If the employment of the Employee is involuntarily terminated, other
than (i) for "cause" as provided in this Section 6(a) or (ii) by reason of death
or disability as provided in Sections 6(c) or 7, or if there occurs a voluntary
or involuntary termination of the Employee's employment as defined in Section 8
in connection with or within 12 months after a change in control which occurs at
any time during the term of this Agreement as provided in Section 8, the
Employee shall be entitled to receive, (i) his then applicable salary for the
remaining term of the Agreement as calculated in accordance with Section 4
hereof, payable in such manner and at the times as such salary would have been
payable to the Employee under Section 2 had he remained in the employ of' the
Association, (ii) his then applicable health insurance benefits for the
remaining term of the Agreement as calculated in accordance with Section 4
hereof, and (iii) his bonus determined on an annualized basis for the period
commencing on the first day of the fiscal year in which such termination occurs
and ending as of the month end closest to date of termination in such fiscal
year, which bonus shall be payable at such time as it would have been payable
under Section 2(b) had he remained in the employ of the Association.
The terms "termination" or "involuntarily terminated" in this Agreement
shall refer to the termination of the employment of Employee without his express
written consent. In addition, a material diminution of or interference with the
Employee's duties, responsibilities and benefits, including, but not limited to,
those events constituting a loss of status as defined in Section 8(b), shall be
deemed and shall constitute an involuntary termination of employment to the same
extent as express notice of such involuntary termination.
In case of termination of the Employee's employment for cause, the
Association shall pay the Employee his salary through the date of termination,
and the Association shall have no further obligation to the Employee under this
Agreement. The Employee shall have no right to receive compensation or other
benefits for any period after termination for cause. For purposes of this
Agreement, termination for "cause" shall include termination because of the
Employee's personal dishonesty, incompetence, willful misconduct, breach of a
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any material law, rule, or regulation (other than
traffic violations or similar offenses) or final cease-and-desist order, or
material breach of any provision of this Agreement. Notwithstanding the
foregoing, the Employee shall not be deemed to have been terminated for cause
unless and until there shall have been delivered to the Employee a copy of a
resolution, duly adopted by the affirmative vote of not less than a majority of
the entire membership of the Board of Directors of the Association at a meeting
of the Board called and held for such purpose (after reasonable notice to the
Employee and an opportunity for the Employee, together with the Employee's
counsel, to be heard before the Board), stating that in the good faith opinion
of the Board the Employee was guilty of conduct constituting "cause" as set
forth above and specifying the particulars thereof.
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(b) The Employee's employment may be voluntarily terminated by the
Employee at any time upon 90 days written notice to the Association or upon such
shorter period as may be agreed upon between the Employee and the Board of
Directors of the Association. In the event of such voluntary termination, except
as provided in Section 8 below, the Association shall be obligated to continue
to pay the Employee his salary only through the date of termination together
with any accrued unpaid vacation pay as of said date, at the time such payments
are due, and the Association shall have no further obligation to the Employee
under this Agreement.
(c) Notwithstanding any other provision of this Agreement to the
contrary, Employee may voluntarily terminate his employment under this Agreement
by written notice to the Association upon the occurrence, or within thirty (30)
days thereafter, if the Employee suffers a loss of status, as defined in Section
8(b) hereof. Upon such termination Employee shall be entitled to receive his
salary, and such group medical insurance coverage or reimbursement benefits
provided for (and on the same terms as set forth) in Section 3(a) hereof, during
the unexpired portion of the term of this Agreement (i.e., excluding any
automatic extensions of the term hereof that would otherwise occur pursuant to
Section 4 hereof subsequent to such termination), with such salary to be payable
in such manner and at such times as such salary would have been payable to
Employee under Section 4 had he remained in the employ of the Association.
Except as set forth in the preceding sentence, Employee shall have no right to
receive any other payments or benefits under this Agreement for any periods
after the date of such termination.
(d) In the event of the death of the Employee during the term of
employment under this Agreement and prior to any termination hereunder, the
Employee's estate, or such person as the Employee may have previously designated
in writing, shall be entitled to receive from the Association the salary of the
Employee through the last day of the calendar month in which his death shall
have occurred together with Employee's unused vacation and sick leave, and the
term of employment under this Agreement shall end on such last day of the month.
(e) If the Employee is suspended from office and/or temporarily
prohibited from participating in the conduct of the Association's affairs by a
notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance
Act ("FDIA"), 12 U.S.C. Section 1818(e)(3); (g)(1) (as amended from time to
time), the Association's obligations under this Agreement shall be suspended as
of the date of service, unless stayed by appropriate proceedings. If the charges
in the notice are dismissed, the Association may in its discretion (i) pay the
Employee all or part of the compensation withheld while its obligations under
this Agreement were suspended and (ii) reinstate in whole or in part any of the
obligations which were suspended.
(f) If the Employee is removed from office and/or permanently
prohibited from participating in the conduct of the Association's affairs by an
order issued under Section 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. Section
1818(e)(4); (g)(1) (as amended from time to time), all obligations of the
Association under this Agreement shall terminate, as of the effective date of
the order, but vested rights of the Employee shall not be affected.
(g) If the Association becomes in default (as defined in Section
3(x)(1) of the FDIA, 12 U.S.C. Section 1813(x)(1) (as amended from time to
time)), all obligations under this Agreement shall
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terminate as of the date of default, but this provision shall not affect any
vested rights of the Employee.
(h) All obligations under this Agreement shall be terminated, except to
the extent determined that continuation of this Agreement is necessary for the
continued operation of the Association: (i) by the Director of the OTS or his or
her designee at the time the Federal Deposit Insurance corporation ("FDIC")
enters into an agreement to provide assistance to or on behalf of the
Association under the authority contained in Section 13(c) of the FDIA, 12
U.S.C. Section 1823(c) (as amended from time to time); or (ii) by the Director
of the OTS or his or her designee at the time the Director of the OTS or his or
her designee approves a supervisory merger to resolve problems related to
operation of the Association or when the Association is determined by the
Director of the OTS to be in an unsafe or unsound condition. Any rights of the
Employee that have already vested, however, shall not be affected by any such
action.
(i) In the event the Association purports to terminate the Employee for
cause, but it is determined by a court of competent jurisdiction that cause did
not exist for such termination, or if in any event it is determined by any such
court that the Association has failed to make timely payment of any amounts owed
to the Employee under this Agreement, the Employee shall be entitled to
reimbursement for all reasonable costs, including attorneys' fees, incurred in
challenging such termination or collecting such amounts. Such reimbursement
shall be in addition to all rights to which the Employee is otherwise entitled
under this Agreement.
7. Disability. If Employee shall become disabled or incapacitated to
the extent that he is unable to perform the duties of Executive Vice President
and Chief Financial Officer, and if such disability or incapacity shall have
continued for a period of ninety (90) consecutive days or longer, or if a
physician selected by the Board of Directors of the Association shall examine
Employee and shall state in writing that in his professional opinion such
disability or incapacity is likely to continue for a period of ninety (90)
consecutive days or longer after such opinion, then in either such event the
Board of Directors may terminate this Agreement upon written notice to Employee.
Upon termination under this Section 7, Employee shall be entitled to receive
during the unexpired portion of the term of this Agreement (i.e., excluding any
automatic extensions of the term hereof that would otherwise occur pursuant to
Section 4 hereof subsequent to such termination):
(a) seventy-five percent (75%) of his salary less the amount
of any disability payments received by Employee during such period on
account of disability insurance maintained for Employee's benefit by
the Association at the Association's expense, with the reduced salary
to be payable in such manner and at such times as such salary would
have been payable to Employee under Section 2 had he remained in the
employ of the Association; and
(b) such group medical insurance coverage or reimbursement
benefits provided for (and on the same terms as set forth) in Section
3(a) hereof.
Except as set forth in the preceding sentence, Employee shall have no right to
receive any other payments or benefits under this Agreement for any periods
after the date of such termination other
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than pursuant to any disability benefits of the type provided for executive
employees of the Association, if any.
8. Change in Control.
(a) Involuntary Termination. If both (i) a change of control has
occurred and (ii) the Employee's employment is involuntarily terminated (other
than for cause or pursuant to any of Sections 6(c) through 6(g) or Section 7 of
this Agreement) in connection with or within 12 months after such change in
control during the term of employment under this Agreement, the Association
shall pay to the Employee in a lump sum in cash within 25 business days after
the Date of Termination (as hereinafter defined) of employment an amount equal
to 299 percent of the Employee's then current compensation.
An involuntary termination shall include a loss of status in connection
with the change in control. A loss of status shall include, but not be limited
to: (1) a change in the principal workplace of the Employee to a location
outside of Burlington, Iowa; (2) a material reduction in the secretarial or
other administrative support of the Employee other than as part of a Association
or Mahaska company-wide reduction in staff; (3) a reduction or adverse change in
the Employee's title or decision-making responsibilities; (4) a reduction in the
number or seniority of other Association personnel reporting to the Employee,
other than as part of an Association or Mahaska company-wide reorganization or
reduction in staff, or a reduction in the frequency with which, or in the nature
of the matters with respect to which, such personnel are to report to the
Employee; (5) an increase in the number of, or a decrease in the seniority of,
the persons (other than the Board of Directors) to whom the Employee must
report, other than is normal and customary for a Executive Vice President and
Chief Financial Officer, or such other, more senior, capacity as the Employee
may be subsequently employed by the Association, of a similarly situated
financial institution or financial institution holding company; (6) a reduction
or adverse change in the salary, perquisites, benefits, contingent benefits or
vacation time which had theretofore been provided to the Employee, other than as
part of an overall program applied uniformly and with equitable effect to all
members of the senior management of the Association or Mahaska; and (7) a
material increase in the required hours of work or the workload of the Employee.
(b) Definitions. For purposes of Sections 8, 9 and 11 of this
Agreement, "Date of Termination" means the earlier of (i) the date upon which
the Association gives notice to the Employee of the termination of his
employment with the Association or (ii) the date upon which the Employee ceases
to serve as an Employee of the Association, and "change in control" is defined
solely as any acquisition of control (other than by a trustee or other fiduciary
holding securities under an employee benefit plan of Mahaska or a subsidiary of
Mahaska), as defined in 12 C.F.R. Section 574.4, or any successor regulation, of
the Association or Mahaska which would require the filing of an application for
acquisition of control or notice of change in control in a manner as set forth
in 12 C.F.R. Section 574.3, or any successor regulation.
(c) Compliance with Capital Requirements. Notwithstanding anything in
this Agreement to the contrary, no payments may be made pursuant to Section 8
hereof without the prior approval of the OTS if following such payment the
Association would not be in compliance with its fully phased-in capital
requirements as defined in OTS regulations.
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9. Certain Reduction of Payments by the Association. (a) Anything in
this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by the Association to or for the
benefit of the Employee (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise) (a "Payment") would be
nondeductible (in whole or part) by the Association for Federal income tax
purposes because of Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), then the aggregate present value of amounts payable or
distributable to or for the benefit of the Employee pursuant to this Agreement
(such amounts payable or distributable pursuant to this Agreement are
hereinafter referred to as "Agreement Payments") shall be reduced to the Reduced
Amount. The "Reduced Amount" shall be an amount, not less than zero, expressed
in present value which maximizes the aggregate present value of Agreement
Payments without causing any Payment to be nondeductible by the Association
because of Section 280G of the Code. For purposes of this Section 9, present
value shall be determined in accordance with Section 280G(d) (4) of the Code.
(b) All determinations required to be made under this Section 9 shall
be made by the Association's independent auditors, or at the election of such
auditors by such other firm or individuals of recognized expertise as such
auditors may select (such auditors or, if applicable, such other firm or
individual, are hereinafter referred to as the "Advisory Firm"). The Advisory
Firm shall within ten business days of the Date of Termination, or at such
earlier time as is requested by the Association, provide to both the Association
and the Employee an opinion (and detailed supporting calculations) that the
Association has substantial authority to deduct for federal income tax purposes
the full amount of the Agreement Payments and that the Employee has substantial
authority not to report on his federal income tax return any excise tax imposed
by Section 4999 of the Code with respect to the Agreement Payments. Any such
determination and opinion by the Advisory Firm shall be binding upon the
Association and the Employee. The Employee shall determine which and how much,
if any, of the Agreement Payments shall be eliminated or reduced consistent with
the requirements of this Section 9, provided that, if the Employee does not make
such determination within ten business days of the receipt of the calculations
made by the Advisory Firm, the Association shall elect which and how much, if
any, of the Agreement Payments shall be eliminated or reduced consistent with
the requirements of this Section 9 and shall notify the Employee promptly of
such election. Within five business days of the earlier of (i) the Association's
receipt of the Employee's determination pursuant to the immediately preceding
sentence of this Agreement or (ii) the Association's election in lieu of such
determination, the Association shall pay to or distribute to or for the benefit
of the Employee such amounts as are then due the Employee under this Agreement.
The Association and the Employee shall cooperate fully with the Advisory Firm,
including without limitation providing to the Advisory Firm all information and
materials reasonably requested by it, in connection with the making of the
determinations required under this Section 9.
(c) As a result of uncertainty in application of Section 280G of the
Code at the time of the initial determination by the Advisory Firm hereunder, it
is possible that Agreement Payments will have been made by the Association which
should not have been made ("Overpayment") or that additional Agreement Payments
will not have been made by the Association which should have been made
("Underpayment"), in each case, consistent with the calculations required to be
made hereunder. In the event that the Advisory Firm, based upon the assertion by
the Internal
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Revenue Service against the Employee of a deficiency which the Advisory Firm
believes has a high probability of success determines that an overpayment has
been made, any such Overpayment paid or distributed by the Association to or for
the benefit of Employee shall be treated for all purposes as a loan ab initio
which the Employee shall repay to the Association together with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the Code;
provided, however, that no such loan shall be deemed to have been made and no
amount shall be payable by the Employee to the Association if and to the extent
such deemed loan and payment would not either reduce the amount on which the
Employee is subject to tax under Section 1 and Section 4999 of the Code or
generate a refund of such taxes. In the event that the Advisory Firm, based upon
controlling preceding or other substantial authority, determines that an
Underpayment has occurred, any such Underpayment shall be promptly paid by the
Association to or for the benefit of the Employee together with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the Code.
(d) Payments Not to Exceed Three Times Annualized Salary.
Notwithstanding anything in this Agreement to the contrary, in no event shall
the sum of any payment to the Employee under Section 8 of this Agreement and any
payments of salary and bonus under Section 6 of this Agreement exceed an amount
that is three times the Employee's salary (annualized) as of the date of
termination of employment. For this purpose, the amount of payments of salary
and bonus to be made in the future under Section 6 shall be determined on a
present value basis, and present value shall be determined as provided for in
Section 9 of this Agreement.
10. No Mitigation. The amount of any salary or other payment or benefit
provided for in this Agreement shall not be reduced by any compensation earned
by the Employee as the result of employment by another employer, by retirement
benefits after the date of termination, or otherwise.
11. No Assignments. (a) This Agreement is personal to each of the
parties hereto, and neither party may assign or delegate any of its rights or
obligations hereunder without first obtaining the written consent of the other
party; provided, however, that the Association will require any successor or
assign (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Association, by an assumption agreement in form and substance satisfactory to
the Employee, to expressly assume and agree to perform this Agreement in the
same manner and to the same extent that the Association would be required to
perform it if no such succession or assignment had taken place. Failure of the
Association to obtain such an assumption agreement prior to the effectiveness of
any such succession or assignment shall be a breach of this Agreement and shall
entitle the Employee to compensation from the Association in the same amount and
on the same terms as the compensation pursuant to Section 8(a) hereof. For
purposes of implementing the provisions of this Section 11(a), the date on which
any such succession becomes effective shall be deemed the Date of Termination.
(b) This Agreement and all rights of the Employee hereunder shall inure
to the benefit of and be enforceable by the Employee's personal and legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Employee should die while any amounts would still
be payable to the Employee hereunder if the Employee had
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continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the Employee's devisee,
legatee or other designee or if there is no such designee, to the Employee's
estate.
12. Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or by certified mail,
return receipt requested, postage prepaid, addressed to the respective addresses
set forth on the first page of this Agreement (provided that all notices to the
Association shall be directed to the attention of the Board of Directors of the
Association with a copy to the Secretary of the Association) or to such other
address as either party may have furnished to the other in writing in accordance
herewith.
13. Amendments. No amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.
14. Paragraph Headings. The paragraph headings used in this Agreement
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
15. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
16. Governing Law. This Agreement shall be governed by the laws of the
United States to the extent applicable and otherwise by the laws of the State of
Iowa.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
MIDWEST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF EASTERN IOWA
By
, Chairman of the Board
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EMPLOYEE
By
Xxxxxx X. Xxxxxxxxx
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