EMPLOYMENT AGREEMENT
AS AMENDED AND RESTATED
THIS AGREEMENT, is entered into this 30th day of September 2007 ("Effective
Date"), by and between Teche Holding Company (the "Parent") and Xxxxxxx X.
Little (the "Executive").
WITNESSETH
WHEREAS, the Executive has heretofore been employed by the Parent as the
Chairman, President and Chief Executive Officer and is experienced in all phases
of the business of the Parent; and
WHEREAS, the Parent desires to be ensured of the Executive's continued
active participation in the business of the Parent; and
WHEREAS, in order to give the Executive assurances that the Parent wishes
him to remain in the employ of the Parent and in consideration of the
Executive's agreeing to remain in the employ of the Parent, the parties wish to
specify the continuing employment relationship between the Parent and the
Executive;
NOW THEREFORE, in consideration of the covenants and the mutual agreements
herein contained, the parties, intending to be legally bound, do hereby agree as
follows:
1. EMPLOYMENT. The Parent hereby employs the Executive in the capacity of
Chairman, President and Chief Executive Officer. The Executive hereby accepts
said employment and agrees to render such administrative and management services
to the Parent and Teche Federal Bank ("Bank") as are currently rendered and as
are customarily performed by persons situated in a similar executive capacity.
The Executive shall promote the business of the Parent and the Bank. The
Executive's other duties shall be such as the Board of Director for the Parent
("Board of Directors" or "Board") may from time to time reasonably direct,
including normal duties as an officer of the Parent.
2. TERM OF EMPLOYMENT. The term of employment of Executive under this
Agreement shall be for the period commencing on the Effective Date and ending
thirty-six (36) months thereafter ("Term"). Additionally, as of the first day of
the calendar quarter (i.e., January 1, April 1, July 1 or September 1) after the
Effective Date and each subsequent calendar quarter thereafter, the Term of
employment under this Agreement shall be extended for an additional period
beyond the then effective expiration date so that the remaining term of the
Agreement shall be thirty-six (36) months thereafter unless or until the Parent
shall deliver written notice ("Notice") to the Employee that such Agreement
shall not be extended beyond the then effective expiration date. Such Notice
shall include a statement as to the reason for such Board action to not extend
such Term. References herein to the Term of this Agreement shall refer both to
the initial term and successive terms.
3. COMPENSATION, BENEFITS AND EXPENSES.
(a) BASE SALARY. The Parent shall compensate and pay the Executive during
the Term of this Agreement a minimum base salary at the rate of $_____________
per annum ("Base Salary"), payable in cash not less frequently than monthly;
provided, that the rate of such salary shall be reviewed by the Board of
Directors not less often than annually, and the Executive shall be entitled to
receive increases at such percentages or in such amounts as determined by the
Board of Directors. The base salary may not be decreased without the Executive's
express written consent.
(b) DISCRETIONARY BONUS. The Executive shall be entitled to participate
in an equitable manner with all other senior management employees of the Parent
in discretionary bonuses that may be authorized and declared by the Board of
Directors to its senior management executives from time to time. No other
compensation provided for in this Agreement shall be deemed a substitute for the
Executive's right to participate in such discretionary bonuses when and as
declared by the Board.
(c) PARTICIPATION IN BENEFIT AND RETIREMENT PLANS. The Executive shall be
entitled to participate in and receive the benefits of any plan of the Parent or
Bank which may be or may become applicable to senior management of the Parent or
the Bank relating to pension or other retirement benefit plans, profit-sharing,
stock options or incentive plans, or other plans, benefits and privileges given
to employees and executives of the Parent or the Bank, to the extent
commensurate with his then duties and responsibilities, as fixed by the Board of
Directors of the Parent.
(d) PARTICIPATION IN MEDICAL PLANS AND INSURANCE POLICIES. The Executive
shall be entitled to participate in and receive the benefits of any plan or
policy of the Parent which may be or may become applicable to senior management
of the Parent or the Bank relating to life insurance, short and long term
disability, medical, dental, eye-care, prescription drugs or medical
reimbursement plans. Additionally, Executive's dependent family shall be
eligible to participate in medical and dental insurance plans sponsored by the
Savings Bank or Parent with the cost of such premiums paid by the Parent.
(e) VACATIONS AND SICK LEAVE. The Executive shall be entitled to paid
annual vacation leave in accordance with the policies as established from time
to time by the Board of Directors, which shall in no event be less than four
weeks per annum. The Executive shall also be entitled to an annual sick leave
benefit as established by the Board for senior management employees of the
Parent. The Executive shall not be entitled to receive any additional
compensation from the Parent for failure to take a vacation or sick leave, nor
shall he be able to accumulate unused vacation or sick leave from one year to
the next, except to the extent authorized by the Board of Directors.
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(f) EXPENSES. The Parent shall reimburse the Executive or otherwise
provide for or pay for all reasonable expenses incurred by the Executive in
furtherance of, or in connection with the business of the Parent, including, but
not by way of limitation, automobile and traveling expenses, and all reasonable
entertainment expenses, subject to such reasonable documentation and other
limitations as may be established by the Board of Directors of the Parent. If
such expenses are paid in the first instance by the Executive, the Parent shall
reimburse the Executive therefor.
(g) CHANGES IN BENEFITS. The Parent shall not make any changes in such
plans, benefits or privileges previously described in Section 3(c), (d) and (e)
which would adversely affect the Executive's rights or benefits thereunder,
unless such change occurs pursuant to a program applicable to all executive
officers of the Parent and does not result in a proportionately greater adverse
change in the rights of, or benefits to, the Executive as compared with any
other executive officer of the Parent. Nothing paid to Executive under any plan
or arrangement presently in effect or made available in the future shall be
deemed to be in lieu of the salary payable to Executive pursuant to Section 3(a)
hereof.
4. LOYALTY; NONCOMPETITION.
(a) The Executive shall devote his full time and attention to the
performance of his employment under this Agreement. During the term of the
Executive's employment under this Agreement, the Executive shall not engage in
any business or activity contrary to the business affairs or interests of the
Bank or Parent.
(b) Nothing contained in this Section 4 shall be deemed to prevent or
limit the right of Executive to invest in the capital stock or other securities
of any business dissimilar from that of the Bank or Parent, or, solely as a
passive or minority investor, in any business.
5. STANDARDS. During the term of this Agreement, the Executive shall
perform his duties in accordance with such reasonable standards expected of
executives with comparable positions in comparable organizations and as may be
established from time to time by the Board of Directors.
6. TERMINATION AND TERMINATION PAY. The Executive's employment under this
Agreement shall be terminated upon any of the following occurrences:
(a) The death of the Executive during the term of this Agreement, in
which event the Executive's estate shall be entitled to receive the compensation
due the Executive through the last day of the calendar month in which
Executive's death shall have occurred.
(b) The Board of Directors may terminate the Executive's employment at
any time, but any termination by the Board of Directors other than termination
for Just Cause, shall not prejudice the Executive's right to compensation or
other benefits under the Agreement. The
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Executive shall have no right to receive compensation or other benefits for any
period after termination for Just Cause. The Board may within its sole
discretion, acting in good faith, terminate the Executive for Just Cause and
shall notify such Executive accordingly. Termination for "Just Cause" shall
include termination because of the Executive's personal dishonesty,
incompetence, willful misconduct, breach of 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 the
Agreement.
(c) Except as provided pursuant to Section 9 hereof, in the event
Executive's employment under this Agreement is terminated by the Board of
Directors without Just Cause, the Parent shall be obligated to continue to pay
the Executive the salary provided pursuant to Section 3(a) herein, up to the
date of termination of the remaining Term of this Agreement, but in no event for
a period of less than thirty (30) months, and the cost of Executive obtaining
all health, life, disability, and other benefits which the Executive would be
eligible to participate in (including dependent participation) through such date
based upon the benefit levels substantially equal to those being provided
Executive at the date of termination of employment. The provisions of this
Section 6(c) shall survive the expiration or termination of this Agreement.
(d) The voluntary termination by the Executive during the term of this
Agreement with the delivery of no less than 60 days written notice to the Board
of Directors, other than pursuant to Section 9(b), in which case the Executive
shall be entitled to receive only the compensation, vested rights, and all
employee benefits up to the date of such termination.
7. REGULATORY EXCLUSIONS.
(a) Notwithstanding anything herein to the contrary, any payments made to
the Executive pursuant to the Agreement, or otherwise, shall be subject to and
conditioned upon compliance with 12 USC 1828(k) and any regulations promulgated
thereunder.
(b) COMPLIANCE WITH SECTION 409A. Nothwithstanding anything herein to the
contrary, if it is determined by the Bank or the Parent in good faith that the
Executive is a "specified employee" within the meaning of Section 409A of the
Code and regulations promulgated thereunder and such payments to be made to such
Executive are subject to the limitations at Section 409A of the Code and
regulations promulgated thereunder, then any payments to be made in accordance
with this Agreement shall not be made prior to the date that is 184 calendar
days from the date of the Executive's termination of employment, or such later
date as may be necessary, such that payments made in advance of such date would
result in the requirement for the Executive to pay additional interest and taxes
to be imposed in accordance with Section 409A(a)(1)(B) of the Code. The
provisions of this Section 7(b) shall survive the expiration of this Agreement.
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8. DISABILITY. If the Executive shall become disabled or incapacitated to
the extent that he is unable to perform his duties hereunder, by reason of
medically determinable physical or mental impairment, as determined by a doctor
engaged by the Board of Directors, Executive shall nevertheless continue to
receive the compensation and benefits provided under the terms of this Agreement
as follows: 100% of such compensation and benefits for a period of 12 months,
but not exceeding the remaining term of the Agreement, and 65% thereafter for
the remainder of the term of the Agreement. Such benefits noted herein shall be
reduced by any benefits otherwise provided to the Executive during such period
under the provisions of disability insurance coverage in effect for Parent
employees. Thereafter, Executive shall be eligible to receive benefits provided
by the Parent under the provisions of disability insurance coverage in effect
for Parent employees. Upon returning to active full-time employment, the
Executive's full compensation as set forth in this Agreement shall be reinstated
as of the date of commencement of such activities. In the event that the
Executive returns to active employment on other than a full-time basis, then his
compensation (as set forth in Section 3(a) of this Agreement) shall be reduced
in proportion to the time spent in said employment, or as shall otherwise be
agreed to by the parties.
9. CHANGE IN CONTROL.
Notwithstanding any provision herein to the contrary, in the event of any
Change in Control of the Bank or the Parent, the Executive may terminate his
employment with the Parent at any time within thirty-six months of such
Change-in-Control (whether voluntary or involuntary) and shall immediately
thereupon be paid by the Parent an amount equal to 2.999 times the Executive's
"base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of
1986, as amended (the "Code") based upon the aggregate of compensation paid by
the Parent and the Bank to the Executive. Such sum shall be reduced by all sums
paid by the Bank, if any, pursuant to Section 9 of the Employment Agreement
dated September 30, 2007, between the Executive and the Bank in connection with
such Change in Control, but the payments hereunder shall not otherwise affect,
or be affected by, any amounts that the Executive is entitled to receive under
any other provision of this Agreement, or any other agreement between the
Executive and the Parent or the Executive and the Bank. Such sum shall be paid
in one (1) lump sum immediately upon the Executive's termination of employment
with the Parent, subject to such limitations set forth at Section 7(b) herein.
Notwithstanding the foregoing, all sums payable hereunder shall be reduced in
such manner and to such extent so that no such payments made hereunder when
aggregated with all other payments to be made to the Executive by the Bank or
the Parent shall be deemed an "excess parachute payment" in accordance with
Section 280G of the Code and be subject to the excise tax provided at Section
4999(a) of the Code. Additionally, the Executive and his dependent family shall
be entitled to continue to participate in all medical, dental, eye-care,
prescription drugs or medical reimbursement or other similar plans applicable to
employees of the Bank or the Parent, or successors thereto, for a period of not
less than thirty-six (36) months following the date of termination of
employment. The term "Change in Control" shall refer to (i) the sale of all, or
a material portion, of the assets of the Bank or the Parent; (ii) the merger or
recapitalization of the Bank or the Parent whereby the
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Bank or the Parent is not the surviving entity; (iii) a Change in Control of the
Bank or the Parent, as otherwise defined or determined by the Office of Thrift
Supervision or regulations promulgated by it; or (iv) the acquisition, directly
or indirectly, of the beneficial ownership (within the meaning of that term as
it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules
and regulations promulgated thereunder) of twenty-five percent (25%) or more of
the outstanding voting securities of the Bank or the Parent by any other person,
trust, entity or group other than by the Parent. The term "person" means an
individual other than the Executive, or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein. The
provisions of this Section 9 shall survive the expiration of this Agreement
occurring after a Change in Control.
10. WITHHOLDING. All payments required to be made by the Parent hereunder
to the Executive shall be subject to the withholding of such amounts, if any,
relating to tax and other payroll deductions as the Parent may reasonably
determine should be withheld pursuant to any applicable law or regulation.
11. SUCCESSORS AND ASSIGNS.
(a) This Agreement shall inure to the benefit of and be binding upon any
corporate or other successor of the Parent which shall acquire, directly or
indirectly, by merger, consolidation, purchase or otherwise, all or
substantially all of the assets or stock of the Bank or Parent.
(b) Since the Parent is contracting for the unique and personal skills of
the Executive, the Executive shall be precluded from assigning or delegating his
rights or duties hereunder without first obtaining the written consent of the
Parent.
12. AMENDMENT; WAIVER. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing, signed by the Executive and such officer or officers as may be
specifically designated by the Board of Directors of the Parent to sign on its
behalf. No waiver by any party hereto at any time of any breach by any other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. This Agreement shall constitute an amendment and restatement of
any prior agreement with respect to the subject matter herein.
13. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the United States
where applicable and otherwise by the substantive laws of the State of
Louisiana.
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14. NATURE OF OBLIGATIONS. Nothing contained herein shall create or require
the Parent to create a trust of any kind to fund any benefits which may be
payable hereunder, and to the extent that the Executive acquires a right to
receive benefits from the Parent hereunder, such right shall be no greater than
the right of any unsecured general creditor of the Parent.
15. HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
16. SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of the other
provisions of this Agreement, which shall remain in full force and effect.
17. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration in
accordance with the rules then in effect of the district office of the American
Arbitration Association ("AAA") nearest to the home office of the Parent, and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof, except to the extent that the parties may otherwise reach a mutual
settlement of such issue. Further, the settlement of the dispute to be approved
by the Board of the Parent may include a provision for the reimbursement by the
Parent to the Executive for all reasonable costs and expenses, including
reasonable attorneys' fees, arising from such dispute, proceedings or actions,
or the Board of the Parent may authorize such reimbursement of such reasonable
costs and expenses by separate action upon a written action and determination of
the Board following settlement of the dispute. Such reimbursement shall be paid
within ten (10) days of Executive furnishing to the Parent evidence, which may
be in the form, among other things, of a canceled check or receipt, of any costs
or expenses incurred by Executive.
18. CONFIDENTIAL INFORMATION. The Executive acknowledges that during his or
her employment he or she will learn and have access to confidential information
regarding the Bank and the Parent and its customers and businesses
("Confidential Information"). The Executive agrees and covenants not to disclose
or use for his or her own benefit, or the benefit of any other person or entity,
any such Confidential Information, unless or until the Bank or the Parent
consents to such disclosure or use or such information becomes common knowledge
in the industry or is otherwise legally in the public domain. The Executive
shall not knowingly disclose or reveal to any unauthorized person any
Confidential Information relating to the Bank, the Parent, or any subsidiaries
or affiliates, or to any of the businesses operated by them, and the Executive
confirms that such information constitutes the exclusive property of the Bank
and the Parent. The Executive shall not otherwise knowingly act or conduct
himself (a) to the material detriment of the Bank or the Parent, or its
subsidiaries, or affiliates, or (b) in a manner which is inimical or contrary to
the interests of the Bank or the Parent. Executive acknowledges and agrees that
the existence of this Agreement and its terms and conditions constitutes
Confidential Information of the Bank or Parent, and the Executive agrees not to
disclose the Agreement or its contents without the prior written consent of the
Bank or Parent. Notwithstanding the foregoing, the Bank reserves the right in
its sole discretion to make disclosure of this Agreement as it deems necessary
or appropriate in compliance with its regulatory reporting requirements.
Notwithstanding anything herein to the contrary, failure by the Executive to
comply with the provisions of this Section may result in the immediate
termination of the Agreement within the sole
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discretion of the Bank, disciplinary action against the Executive taken by the
Bank or Parent, including but not limited to the termination of employment of
the Executive for breach of the Agreement and the provisions of this Section,
and other remedies that may be available in law or in equity.
18. ENTIRE AGREEMENT. This Agreement together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto, and shall supercede any prior
agreements with respect to such matters.
19. DEFERRAL OF NON-DEDUCTIBLE COMPENSATION. In the event that the
Executive's aggregate compensation (including compensatory benefits which are
deemed remuneration for purposes of Section 162(m) of the Code) from the Parent
and any consolidated tax entities for any calendar year exceeds the maximum
amount of compensation deductible by the Parent or any of the consolidated tax
entities in any tax or calendar year under Section 162(m) of the Code (the
"maximum allowable amount"), then any such amount in excess of the maximum
allowable amount shall be mandatorily deferred with interest thereon at the
short-term Applicable Federal Rate per annum to a calendar year such that the
amount to be paid to the Executive in such calendar year, including deferred
amounts and interest thereon, does not exceed the maximum allowable amount.
Subject to the foregoing, deferred amounts including interest thereon shall be
payable by the Parent at the earliest time permissible.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first hereinabove written.
ATTEST: Teche Holding Company
By:
-------------------------------- --------------------------------
Secretary
WITNESS:
-------------------------------- --------------------------------
Xxxxxxx X. Little
Executive
