AMENDMENT NUMBER ONE
To
VAN HOUTEN EMPLOYMENT AGREEMENT
This Agreement is made effective as of October 24, 2000, among Bank
West Financial Corporation, a Michigan corporation ("BWFC"), Bank West, a
Michigan savings bank, both with offices at 0000 Xxxxx Xxxx Xxxx, XX, Xxxxx
Xxxxxx, XX 00000-0000 (collectively referred to "BW") and Xxxxxx X. Xxx Xxxxxx,
whose address is 0000 Xxxxxxxx XX, Xxxxx Xxxxxx, XX 00000 ("Van Houten").
Factual Background
Van Houten and BW entered into a certain Employment Agreement dated
effective April 13, 1999 ("Employment Agreement"). The Motor Vehicle Allowance
provided in the agreement has become inadequate due to the recent dramatic
increases in gasoline prices. Similarly, the stock options granted to Van Houten
in 1999 no longer provide the incentive envisioned by BWFC due to the major drop
in the market price of BWFC's stock as a result of the adverse impact of
increases in the Federal discount rate on the market price of bank stocks. These
extraordinary circumstances have detracted from the value of the existing stock
options as an incentive and are beyond the control of Van Houten. Accordingly,
Van Houten and BW desire to amend certain provisions of the Employment Agreement
effective October 24, 2000.
1. Motor Vehicle Allowance. The monthly motor vehicle allowance
paid by BW to Van Houten pursuant to Section 4. of the Employment Agreement
shall be increased from $400 to $500 (the "Motor Vehicle Allowance").
2. Incentive Stock Option. In addition to the option granted to
Van Houten on April 13, 1999, BW hereby agrees to xxxxx Xxx Xxxxxx the following
incentive stock option and termination payment:
x. Xxxxx and Vesting of Option. On October 24, 2000, BWFC
granted to Van Houten an incentive stock option for 16,667 shares of BWFC common
stock (the "option"). The Option has been granted pursuant to the BWFC 1995 Key
Employee Stock Compensation Program, and all addendums to it (the "program").
The Option exercise price is $6.0625 per share. The Program provides that the
stock vests at a rate of 20% per year (the "Plan Vesting Rate"). For purposes of
the Employment Agreement, the Option shall be deemed vested as of October 24,
2000 (the "Termination Vesting Rate").
b. Payment upon Termination - Before October 24, 2005. In the
event Van Houten's employment is terminated prior to October 24, 2005 (which is
the date on which all of the 16,667 shares would be vested at the Plan Vesting
Rate of 20% per year), BW shall pay Van Houten an amount to be determined as
follows:
1. The unrealized gain on the number of the 16,667 shares in
excess of the number of shares vested at the Plan Vesting Rate. Specifically,
the payment shall be calculated as follows:
o 16,667 shares,
o Less no. of shares vested per the Plan Vesting Rate,
o Mutiplied by the difference between:
o The Fair Market Value per share, as defined in Section 9 of
the Employment Agreement, and
o The $6.0625 per share Option exercise price.
The calculations are to be made as of the effective date of the termination, and
the payment shall be made to Van Houten within thirty days of that effective
date. Also, Van Houten would retain his right to exercise the Option for all
shares which were vested per the Plan Vesting Rate.
2. For example, if Van Houten's employment were terminated on
October 24, 2003, all 16,667 Option shares would be vested at the Termination
Vesting Rate, and 10,000 of the Option shares would be vested at the Plan
Vesting Rate (assuming no prior exercises of such options). Assume a Fair Market
Value of $16 per share. The Option price is $6.0625 per share. In this
illustration, BW would be required to pay Van Houten:
No. of shares vested per Termination Vesting Rate 16,667
Less no. of shares vested per the Plan Vesting Rate 10,000
------
Difference 6,667
Fair Market Value per share $16.000
Option exercise price per share 6.0625
-------
Unrealized gain per share $9.9375
Payment amount: 6,667 shares X $9.9375 per share = $66,253.31
Van Houten would retain his vested right to exercise the Option for 10,000
shares, which would have an unrealized gain of $99,375.00 . Van Houten's total
gain from the Option would be $99,375.00 + $66,253.31 = $165,628.31.
c. Payment upon Termination - On or After October 24, 2005. In
the event Van Houten's employment is terminated on or after October 24, 2005,
Van Houten shall be solely entitled to his right to exercise the option for the
16,667 shares (less any such options exercised prior thereto) which would be
vested at that time.
d. Payment upon Termination due to Change in Control. In the
event a Change in Control of BW, as defined in Section 10 of the Employment
Agreement, shall occur and Van Houten's employment is terminated as a result of
the Change in Control or after that event, the Option shares shall be deemed to
be 100% vested for Plan Vesting purposes.
3. All terms and conditions of the Employment Agreement except as
amended in this Amendment Number One shall remain in effect as written.
Bank West Financial Corporation,
a Michigan corporation
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
Its: Chairman
Bank West,
a Michigan savings bank
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Xxxxxx X. Xxxxxxx
Its: Chairman
/s/ Xxxxxx X. Xxx Xxxxxx
-------------------------
Xxxxxx X. Xxx Xxxxxx
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