EMPLOYMENT AGREEMENT
EXHIBIT
10.3
This
Employment Agreement (“Agreement”) is made and entered into as of this 18th day
of December, 2007, but effective as of January 1, 2005 (the “Effective Date”),
by and among Peoples Bancorp (“Peoples”), the holding company of Peoples Federal
Savings Bank of DeKalb County (the “Bank”), the Bank and Xxxxxxx X. Xxxxxx
(“Executive”), with reference to the following:
WHEREAS,
Executive is currently employed by the Bank, which is a wholly owned subsidiary
of Peoples;
WHEREAS,
Peoples and the Bank desire to provide for the employment of the Executive
by
the Bank;
WHEREAS,
the Executive is willing to commit himself to serving the Bank on the terms
and
conditions herein provided;
NOW,
THEREFORE, IN CONSIDERATION OF the recitals set forth above and the mutual
promises, covenants, agreements, conditions and undertakings hereinafter
set
forth, the adequacy and receipt of which consideration is hereby acknowledged,
the parties hereto agree as follows:
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1.
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Term.
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This
Agreement shall have a term of three (3) years, commencing on December 18,
2007
(the “Term”). Where used herein, “Term” shall refer to the entire period of
employment of Executive by the Bank from and after the Effective Date of
this
Agreement, whether for the period provided above and as extended or terminated
earlier as hereinafter provided.
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2.
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Position
and Duties.
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(a) During
the Term, Executive shall be employed on a full-time basis to serve as Senior
Vice President and Chief Operating Officer of the Bank and perform the duties
customarily performed by such officer of a savings association, including
the
general supervision and operation of the business and affairs of the Bank,
and
reporting to the applicable regulatory authorities regarding the activities
of
the Bank, subject to the direction of and the powers vested by law in the
Board
of Directors of the Bank (the “Board”) and the Bank’s shareholder, Peoples.
Except as provided for herein, the duties and position of Executive as Senior
President and Chief Operating Officer hereunder may be changed only by the
mutual written agreement of the parties hereto. The parties may mutually
agree
to extend Executive’s full-time status for additional 12-month periods following
December 18, 2007.
(b) During
the Term hereof, Executive shall perform the services herein contemplated
to be
performed by Executive faithfully, diligently and to the best of Executive’s
ability in compliance with instructions and policies of the Board, the Bank’s
Federal Charter and Bylaws and with all applicable laws and
regulations.
3. Compensation.
(a) Base
Salary. For executive’s services rendered hereunder, the Bank
shall pay or cause to be paid a base salary to Executive at the rate of $102,500
per annum, payable in conformity with the Bank’s normal payroll periods and
procedures. During the Term, Executive’s base salary shall be reviewed at least
once every twelve (12) months and shall be increased (but not reduced) at
any
time, and from time to time, as shall be substantially consistent with increases
in base salary generally awarded in the ordinary course of business to other
executives of the Bank, provided that Executive’s Base Salary shall be increased
by a percentage no less than the annual increase of the cost of living index
for
the Fort Xxxxx, Indiana metropolitan area. Any increase in base salary shall
not
serve to limit or reduce any other obligation to the Executive under this
Agreement. The term “Base Salary” as utilized in this Agreement shall refer to
base salary as so increased.
(b) Discretionary
Bonus. In addition to Executive’s Base Salary provided for under Paragraph
3(a) above, the Executive shall participate in an equitable manner with all
other senior management executives of the Bank in discretionary bonuses that
the
Board may award from time to time to the Bank’s senior management executives. No
other compensation provided for in this Agreement shall be deemed a substitute
for the Executive’s right to participate in such discretionary
bonuses.
(c) Stock
Awards. The Executive shall be eligible for consideration for stock option
grants by Peoples pursuant to any stock option plan adopted or maintained
by
Peoples, for so long as Executive shall be employed by the Bank.
(d) Other
benefits. The Executive will eligible to participate in or receive benefits
under any employee benefit plans of the Bank which are available to senior
executives and key management employees of the Bank, subject to and on a
basis
consistent with the terms, conditions and overall administration of such
plans
and arrangements. Nothing paid to Executive under any such plan or arrangement
will be deemed to be in lieu of other compensation to which the Executive
is
entitled under this Agreement.
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4.
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Vacation
and Sick Leave.
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During
the Term hereof, Executive shall be entitled to paid vacation and paid sick
leave, the amount and term of which shall be determined in accordance with
the
policies of the Bank as in effect from time to time, but in no event shall
the
vacation period be less than four weeks per year.
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5.
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Group
Medical, Life Insurance and Other
Benefits.
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The
Executive shall participate in any plan that the Bank maintains for the benefit
of its executives if the plan relates to (i) pension, profit sharing or other
retirement benefits, (ii) medical insurance or the reimbursement of medical
or
dependent care expenses, or (iii) other group benefits, including disability
and
life insurance plans.
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6. Business
Expenses.
Executive
shall be entitled to reimbursement by the Bank for any and all ordinary and
necessary business expenses reasonably incurred by Executive in the performance
of Executive’s duties and in acting for the Bank during the Term of this
Agreement, provided that Executive furnishes to the Bank, for review and
approval by the Chairman of the Board, adequate records and other documentation
as may be required for the substantiation of such expenditures as a business
expense of the Bank
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7.
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Termination
for Cause.
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(a) The
Board may for cause terminate Executive’s employment at any time during the Term
of this Agreement. In such event, all rights of Executive under this Agreement
shall terminate and Executive shall have no right to receive compensation
or
other benefits for any period after the effective date of such termination
for
cause. Termination for cause shall be defined as the Executive’s 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 this
Agreement.
(b) Notwithstanding
the foregoing, no termination for cause shall be effective with respect to
the
Executive unless and until there shall have been delivered to him a copy
of a
resolution, finding that in the good faith opinion of the Board of Directors
of
the Bank (the “Board”), the Executive’s actions and/or failure to act justifies
termination for cause and specifying the particulars thereof in detail.
Reasonable notice shall be provided to the Executive and he shall receive
an
opportunity, together with counsel, to be heard before the Board. The Executive
shall not have the right to receive compensation or other benefits for any
period after a termination for cause, except that benefits previously vested
or
accrued shall be unaffected by such termination.
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8.
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Events
of Termination; Payments to
Executive.
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The
provisions of this Paragraph 8 shall apply upon the occurrence of an Event
of
Termination (as herein defined).
(a) As
used in this Agreement, an “Event of Termination” shall mean and include any one
or more of the following (other than such an event which occurs within 12
months
following a Change in Control, in which case any benefits due to Executive
under
Paragraph 9 shall be made as provided in Paragraph 9): (i) the termination
by
the Bank of the Executive’s employment hereunder for any reason other than for
cause (as defined in Paragraph 7 hereinabove) during the Term; or (ii) the
Executive’s resignation or constructive termination from the Bank’s employ, upon
any (A) material change in the Executive’s function, duties, or
responsibilities, which change would cause the Executive’s position to become
one of lesser responsibility, importance, or scope from the position and
attributes thereof (and any such material change shall be deemed a continuing
breach of this Agreement), (B) relocation of the principal place at which
Executive’s duties are to be performed to a location outside a thirty (30) mile
radius around the principal location at which Executive’s duties are performed
immediately
3
prior
to
the termination of employment, (C) material reduction in the benefits and
perquisites to the Executive from those being provided as of the Effective
Date
of this Agreement except for any changes that are generally applicable to
senior
executives and key management employees or expressly contemplated by this
Agreement (any such reduction to be deemed a continuing breach of this
Agreement), or (D) or any other material breach of this Agreement by the
Bank,
which events remain uncorrected for at least 30 days after the Executive
provides the Bank notice of such occurrence. Upon the occurrence of any event
described in clauses (A), (B), (C) or (D) above, the Executive shall have
the
right to elect to terminate his employment under this Agreement by resignation
upon not less than sixty (60) days prior written notice given within a
reasonable period of time not to exceed 90 days after the later of the (i)
occurrence of the event giving rise to said right to elect termination or
(ii)
actual knowledge of such event by the Executive. In the case of a continuing
breach, the Executive may give such sixty (60) days prior notice at any time.
Executive’s sixty (60) days prior notice of his Date of Termination shall be
referred to as “Notice of Termination.” The date specified in Executive’s Notice
of Termination to the Bank satisfying the 60 days’ prior notice requirement
shall be the “Date of Termination.” Notwithstanding the foregoing, if the Bank
cures the violation set forth within clauses (A), (B), (C) or (D) within
30 days
after the Notice of Termination is received by the Bank, such Notice of
Termination shall be deemed revoked by the Executive.
(b) Upon
the occurrence of an Event of Termination, on the Date of Termination, as
defined in this Paragraph 8, the Bank shall pay the Executive, or, in the event
of his subsequent death, his beneficiary or beneficiaries as he may have
designated, or his estate, if no beneficiary designation has been made, or
if no
beneficiaries survive the Executive, as severance pay or liquidated damages,
or
both, a sum equal to (i) the amount of Base Salary of the Executive for each
year or portion thereof during the remaining Term of this Agreement, plus
(ii)
bonuses based on the last bonus received for each year or portion thereof
remaining in the Term of this Agreement, as well as (iii) the value of any
health and/or medical benefits as provided under Paragraph 5 and retirement
benefits under Paragraph 5 of this Agreement for each year or portion thereof
remaining in the Term of this Agreement, provided, however, that if the Bank
is
not in compliance with its minimum capital requirements or if such payments
would cause the Bank’s capital to be reduced below its minimum capital
requirements, such payments shall be deferred until such time as the Bank
is in
capital compliance. Such salary, bonus, retirement benefit, and health payments
shall be made in a lump sum within ten (10) days of the Date of
Termination.
(c) The
payments provided under this Paragraph 8 upon an Event of Termination shall
be
in lieu of any other payments or damages recoverable in any causes of action
by
Executive related to this Agreement. As a condition to receipt of payments
hereunder, the Executive shall execute a Release and Settlement Agreement
pursuant to which the Executive shall waive any and all claims resulting
from
employment at or termination from the Bank other than payments or benefits
which
are expressly provided for in this Agreement.
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9.
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Termination
as a Result of a Change of
Control.
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(a) Change
of Control. For purposes of this Agreement and except as provided in
Paragraph 11(c) below relating to supervisory transactions, the term “Change of
Control” shall mean the occurrence of any of the following events:
4
(i) a
change in the ownership of the Bank or Peoples, which shall occur on the
date
that any one person, or more than one person acting as a group, acquires
ownership of stock of the Bank or Peoples that, together with stock held
by such
person or group, constitutes more than fifty percent (50%) of the total fair
market value or total voting power of the stock of the Bank or
Peoples. Such acquisition may occur as a result of a merger of
Peoples or the Bank into another entity which pays consideration for the
shares
of capital stock of the merging Holding Company or Bank. However, if
any one person, or more than one person acting as a group, is considered
to own
more than fifty percent (50%) of the total fair market value or total voting
power of the stock of the Bank or Peoples, the acquisition of additional
stock
by the same person or persons is not considered to cause a change in the
ownership of the Bank or Peoples (or to cause a change in the effective control
of the Bank or Peoples (within the meaning of subsection (ii)). An
increase in the percentage of stock owned by any one person, or persons acting
as a group, as a result of a transaction in which the Bank or Peoples acquires
its stock in exchange for property will be treated as an acquisition of stock
for purposes of this subsection. This subsection applies only when
there is a transfer of stock of the Bank or Peoples (or issuance of stock
of the
Bank or Peoples) and stock in the Bank or Peoples remains outstanding after
the
transaction.
(ii) a
change in the effective control of the Bank or Peoples, which shall occur
only
on either of the following dates:
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(1)
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the
date any one person, or more than one person acting as a group
acquires
(or has acquired during the 12 month period ending on the date
of the most
recent acquisition by such person or persons) ownership of stock
of the
Bank or Peoples possessing thirty percent (30%) or more of the
total
voting power of the stock of the Bank or
Peoples.
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(2)
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the
date a majority of members of Peoples’ board of directors is replaced
during any 12 month period by directors whose appointment or election
is
not endorsed by a majority of the members of Peoples’ board of directors
before the date of the appointment or election; provided, however,
that
this provision shall not apply if another corporation is a majority
shareholder of Peoples.
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If
any
one person, or more than one person acting as a group, is considered to
effectively control the Bank or Peoples, the acquisition of additional control
of the Bank or Peoples by the same person or persons is not considered to
cause
a change in the effective control of the Bank or Peoples (or to cause a change
in the ownership of the Bank or Peoples within the meaning of subsection
(i) of
this section).
(iii) a
change in the ownership of a substantial portion of the Bank’s assets, which
shall occur on the date that any one person, or more than one person acting
as a
group, acquires (or has acquired during the 12 month period ending on the
date
of the
5
most
recent acquisition by such person or persons) assets from the Bank that have
a
total gross fair market value equal to or more than forty percent (40%) of
the
total gross fair market value of all of the assets of the Bank immediately
before such acquisition or acquisitions. For this purpose, gross fair
market value means the value of the assets of the Bank, or the value of the
assets being disposed of, determined without regard to any liabilities
associated with such assets. No change in control occurs under this
subsection (iii) when there is a transfer to an entity that is controlled
by the
shareholders of the Bank immediately after the transfer. A transfer
of assets by the Bank is not treated as a change in the ownership of such
assets
if the assets are transferred to –
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(1)
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a
shareholder of the Bank (immediately before the asset transfer)
in
exchange for or with respect to its
stock;
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(2)
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an
entity, 50 percent or more of the total value or voting power of
which is
owned, directly or indirectly, by the
Bank.
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(3)
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a
person, or more than one person acting as a group, that owns, directly
or
indirectly, 50 percent or more of the total value or voting power
of all
the outstanding stock of the Bank;
or
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(4)
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an
entity, at least 50 percent of the total value or voting power
of which is
owned, directly or indirectly, by a person described in paragraph
(iii).
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For
purposes of this subsection (iii) and except as otherwise provided in paragraph
1) above, a person’s status is determined immediately after the transfer of the
assets.
(iv) For
purposes of this section, persons will not be considered to be acting as
a group
solely because they purchase or own stock of the same corporation at the
same
time, or as a result of the same public offering. Persons will be
considered to be acting as a group if they are owners of a corporation that
enters into a merger, consolidation, purchase or acquisition of stock, or
similar business transaction with the Bank or Peoples; provided, however,
that
they will not be considered to be acting as a group if they are owners of
an
entity that merges into the Bank or Peoples where the Bank or Peoples is
the
surviving corporation.
(b) Severance
Payment. If Executive’s employment with the Bank is terminated by the Bank
or by the Executive for any reason other than for cause, as defined in Section
7(a), within 12 months following a Change of Control, Executive shall be
entitled to receive as his sole and exclusive remedy a lump sum severance
payment equal to 2.99 years of Executive’s Base Salary, as provided for in
Paragraph 3(a) of this Agreement, plus the amount of any bonus compensation
earned by Executive during the 2.99 years immediately preceding the Change
of
Control, the present value of unpaid health benefits and retirement benefits
under Paragraph 5 assuming those benefits continue to be paid until Executive
reaches the age of 65, less any amounts required to be deducted by the Bank
for
federal and state taxes or other applicable requirements. The severance payment
hereunder shall be paid to Executive in a lump sum upon
6
the
effectiveness of Executive’s termination of employment from the Bank and the
termination of this Agreement. In the event a severance payment is paid to
Executive under this Paragraph 9(b), this Agreement shall be terminated and
the
Bank shall have no further obligation to Executive under this Agreement,
except
as provided herein.
(c) Notwithstanding
the preceding paragraphs of this Paragraph 9, the payments or benefits to
be
made or afforded to Executive under this Agreement when aggregated with any
other “golden parachute” amounts (defined under Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”) as compensation that becomes
payable or accelerated due to a Change in Control payable under any other
plans,
agreements or policies of Peoples or the Bank, shall be reduced to the highest
amount permissible under Sections 280G and 4999 of the Code before the Executive
becomes subject to the excess parachute payment excise tax under Section
4999 of
the Code and Peoples or the Bank loses all or part of its compensation deduction
for such payments. The Executive shall determine the allocation of the reduction
required hereby among the benefits to which the Executive is
entitled.
(d) Compliance
with Law and Regulation. The parties hereto expressly acknowledge and agree
that 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
any regulations promulgated there under.
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10.
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Other
Termination.
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(a) Disability.
In the event of the Executive’s disability, Executive’s employment
hereunder may be terminated by written notice from the Bank to Executive.
In the
event that Executive’s employment is terminated under this Paragraph 10(a),
Executive shall receive the difference between any disability payments provided
by the Bank’s insurance plans and his Base Salary as set forth in Paragraph 3(a)
hereof which he would have received during the remaining Term of this Agreement,
plus the amount of any bonus compensation payable to Executive under Section
3(b) hereof for any number of years or portions thereof remaining in the
Term of
this Agreement, prorated as appropriate. Such termination shall not affect
any
rights which Executive may have pursuant to any insurance or other death
benefit, retirement or stock award plans or arrangements of the Bank, or
any
stock option plans or options thereunder, which rights shall continue to
be
governed by the provisions of such plans and arrangements. For purposes of
this
section, “disability” shall mean any medically determinable physical or mental
impairment which can be expected to result in death or to last for a continuous
period of not less than 12 months and which (i) renders Executive unable
to
engage in any substantial gainful activity or (ii) entitles Executive to
income
replacement benefits for a period of not less than three months under an
accident and benefit plan covering employees of the Bank, as reasonably
determined by a duly licensed physician selected in good faith by the
Bank.
(b) Death.
If Executive’s employment is terminated by reason of Executive’s death,
this Agreement shall terminate without further obligations of the Bank to
Executive (or Executive’s heirs or legal representatives) under this Agreement,
other than for payment of (i) Executive’s Base Salary which he was receiving at
the time of death, prorated through the date of termination; (ii) the amount
of
any bonus compensation payable to Executive at the time of his death under
Section 3(b) above, prorated through the date of termination; (iii) any
compensation
7
previously
deferred by Executive; (iv) any accrued vacation and/or sick leave pay; and
(v)
any amounts due pursuant to the terms of any applicable welfare benefit plan.
All of the foregoing amounts shall be paid to Executive’s estate or beneficiary,
as applicable, in a lump sum in cash within thirty (30) days after the date
of
termination or earlier as required by applicable law.
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11.
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Regulatory
Provisions.
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(a) Suspension
and Removal Orders. If Executive is suspended and/or temporarily prohibited
from participating in the conduct of the Bank’s affairs by notice served under
Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
Section 181 8(e)(3) and (g)(1)), the Bank’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 Bank may in
its
discretion: (i) pay Executive 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 its obligations which were suspended. 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 181 8(e)(4) or (g)(1)), all obligations
of the Bank under this Agreement shall terminate as of the effective date
of the
order, but vested rights of the parties shall not be affected.
(b) Termination
by Default. 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
under this Agreement shall terminate as of the date of default, but vested
rights of the parties shall not be affected.
(c) Supervisory
Assistance or Merger. All obligations under this Agreement shall be
terminated, except to the extent that it is determined that continuation
of the
Agreement is necessary for the continued operation of the Bank: (i) by the
Director of the Office of Thrift Supervision (the “Director”) or his or her
designee, at the time that the Federal Deposit Insurance Corporation or the
Office of Thrift Supervision 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 or his or her designee, at the time that the Director or his or
her
designee approves a supervisory merger to resolve problems related to the
operation of the Bank or when the Bank is in an unsafe or unsound condition.
All
rights of the parties that have already vested, however, shall not be affected
by such action.
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12.
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Payments
to Specified Employees.
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(a) To
the extent the Executive is a “specified employee” (as defined below) as of a
separation from service, payments due to the Executive under this Agreement
upon
a separation from service that represent payment of deferred compensation
that
is subject to Section 409A of the Code shall begin no sooner than six months
after the Executive’s separation from service; provided, however, that any
payments not made during the six month period described in this Section 12(a)
shall be made in a single lump sum as soon as administratively practicable
after
the expiration of such six month period; provided, further, that, to the
extent
this Agreement provides for payment of deferred compensation only upon an
involuntary separation from service or pursuant to a window program, the
six
month delay required under this Section 12(a) shall not
8
apply
to
the portion of any payment resulting from the Executive’s “involuntary
separation from service” (as defined in Treasury Reg. Section 1.409A-1(n)
and including a “separation from service for good reason,” as defined in
Treasury Reg. Section 1.409A-1(n)(2)) that (i) is payable no later than the
last day of the second year following the year in which the separation from
service occurs, and (ii) does not exceed two times the lesser of (1) the
Executive’s annualized compensation for the year prior to the year in which the
separation from service occurs, or (2) the dollar limit described in
Section 401(a)(17) of the Code.
(b) To
the extent any life, health, disability or other welfare benefit coverage
provided to the Executive under this Agreement would be taxable to the
Executive, the taxable amount of such coverage shall not exceed the applicable
dollar amount under Section 402(g)(1)(B) of the Code determined as of the
year in which the Executive’s separation from service occurs. The
intent of the foregoing sentence is to permit Peoples and the Bank to treat
the
provision of such benefits as a limited payment under Treasury Reg.
Section 1.409A-1(a)(9)(v)(D) so as to avoid application of the six month
delay rule for specified employees. For purposes of this Agreement,
any reference to severance of employment or termination of employment shall
mean
a “separation from service” as defined in Treasury Reg.
Section 1.409A-1(h).
(c) For
purposes of this Agreement, the term “specified employee” shall have the meaning
set forth in Treasury Reg. Section 1.409A-1(i) and shall include, without
limitation, (1) an officer of the Bank or Peoples having annual compensation
greater than $130,000 (as adjusted for inflation under the Code), (2) a five
percent owner of the Bank or Peoples, or (3) a one percent owner of the Bank
or
Peoples having annual compensation of more than $150,000. The
determination of whether the Executive is a “specified employee” shall be made
by the Bank in good faith applying the applicable Treasury
regulations.
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13.
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Disclosure
or Use of Trade Secrets/Non-Compete
Agreement.
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During
the Term hereof, Executive will have access to and become acquainted with
what
Executive and the Bank acknowledge are trade secrets of the Bank. Executive
shall not use or disclose any trade secrets or, directly or indirectly, cause
them to be used or disclosed in any manner, during the Term hereof or for
a
period of one (1) year after the termination of this Agreement, except as
may be
required or requested by the Bank, by court order or under applicable law
or
regulation. While Executive is employed by the Bank and for a period of one
year
after termination of Executive’s employment by the Bank for cause or by the
Executive, Executive shall not directly or indirectly engage in any bank
or
bank-related business which competes with the business of the Bank as conducted
during Executive’s employment by the Bank for any financial institution,
including, but not limited to, banks, savings associations and credit unions
within a 00-xxxx xxxxxx xx Xxxxx Xxxxxx, Xxxxxxxx.
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14.
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Return
of Documents.
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Executive
expressly agrees that all manuals, documents, files, reports, studies or
other
materials used and/or developed by Executive for the Bank during the Term
of
this Agreement or prior thereto while Executive was employed by the Bank
are
solely the property of the Bank, and that Executive has no right, title or
interest therein. Upon termination of this Agreement,
9
Executive
or Executive’s representative shall promptly deliver possession of all such
materials (including any copies thereof) to the Bank.
15. Notices.
All
notices, demands or other communications hereunder shall be in writing and
shall
be deemed to have been duly given if delivered in person, or sent by United
States mail, certified or registered, with return receipt requested, if to
Executive, addressed to Executive at the last residence address of Executive
as
shown in the records of the Bank, and if to the Bank, addressed to the Chairman
of the Board at the Bank’s principal office.
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16.
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Governing
Law and Jurisdiction.
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This
Agreement shall be governed by and interpreted in accordance with the laws
of
the State of Indiana. Each of the parties hereto consents to the jurisdiction
of
the Indiana or federal courts, as the case may be, for the enforcement of
this
Agreement and matters pertaining to the transactions and activities contemplated
hereby.
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17.
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Attorneys’
Fees.
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In
the
event that a dispute arises with respect to this Agreement, the prevailing
party
in such dispute shall be entitled to recover all expenses, including, without
limitation, reasonable attorneys' fees, incurred in connection with such
dispute.
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18.
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Benefit
of Agreement.
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This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns; provided, however, that
Executive may not assign any interest in this Agreement without the prior
written consent of the Bank.
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19.
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Captions.
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Captions
and paragraph heading used in this Agreement are for convenience only and
shall
not be used in interpreting or construing this Agreement.
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20.
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Entire
Agreement.
|
This
Agreement contains the entire agreement of the parties with respect to the
employment of Executive by the Bank, and it expressly
supersedes any and all other agreements, either oral or written, relating
thereto.
|
21.
|
Severability.
|
Should
any provision of this Agreement for any reason be declared invalid, void
or
unenforceable by a court of competent jurisdiction, the validity and binding
effect of any remaining portions of this Agreement shall remain in full force
and effect as if this Agreement had been executed with such invalid, void
or
unenforceable provisions eliminated; provided, however, that the remaining
provisions still reflect the intent of the parties to this
Agreement.
10
22. Amendments.
This Agreement
may not be amended or modified except by a written agreement signed by Executive
and the Bank. This Agreement and any amendment thereof may be executed in
counterparts.
11
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
|
By:
|
/s/ X. X. Xxxxxx | |||
|
G.
Xxxxxxx Xxxxxx
Chairman
of the Board
|
||||
|
PEOPLES
FEDERAL SAVINGS BANK OF
DEKALB
COUNTY
|
||||
|
By:
|
/s/ X. X. Xxxxxxx III | |||
|
Xxxxxxx
X. Xxxxxxx, III
President
and Chief Executive Officer
|
||||
|
EXECUTIVE
|
||||
| /s/ Xxxxxxx X. Xxxxxx | ||||
|
Xxxxxxx
X. Xxxxxx
|
||||
12
