EXHIBIT 10.7
FORM OF
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), made this _____ day of _________, 2004,
by and between KENTUCKY FIRST FEDERAL BANCORP, a federally chartered corporation
(the "Company"), FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION, a federally
chartered savings institution (the "Bank"), and XXXX X. XXXXXXXX (the
"Executive").
WHEREAS, Executive serves the Company and the Bank in a position of
substantial responsibility;
WHEREAS, the Company and the Bank wish to assure the services of Executive
for the period provided in this Agreement; and
WHEREAS, Executive is willing to serve in the employ of the Bank on a
full-time basis for said period.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:
1. EMPLOYMENT. Executive is employed as Chairman of the Board of Directors
and Chief Executive Officer of the Company and as the President and Chief
Executive Officer of the Bank. Executive shall perform all duties and shall have
all powers which are commonly incident to those offices. During the term of this
Agreement, Executive also agrees to serve, if elected, as an officer and/or
director of any subsidiary of the Company and the Bank and in such capacity will
carry out such duties and responsibilities as are reasonably appropriate to that
office.
2. LOCATION AND FACILITIES. Executive will be furnished with the working
facilities and staff customary for executive officers with the title and duties
set forth in Section 1 and as are necessary for him to perform his duties. The
location of such facilities and staff shall be at the principal administrative
offices of the Bank, or at such other site or sites customary for such offices.
3. TERM.
a. The term of this Agreement shall be (i) the initial term, consisting
of the period commencing on the date of this Agreement (the
"Effective Date") and ending on the third anniversary of the
Effective Date, plus (ii) any and all extensions of the initial term
made pursuant to this Section 3.
b. Commencing on the first year anniversary date of this Agreement, and
continuing on each anniversary thereafter, the disinterested members
of the boards of directors of the Bank and the Company may extend
the Agreement for an additional one-year period beyond the then
effective expiration date, unless Executive elects not to extend the
term of this Agreement by giving written notice in accordance with
Section 19 of this Agreement. The Board of Directors of the Bank
(the "Board") will review Executive's performance annually for
purposes of determining whether to extend the Agreement and the
rationale and results thereof shall be included in the minutes of
the Board's meeting. The Board of Directors of the Bank shall give
notice to Executive as soon as possible after such review as to
whether the Agreement is to be extended.
4. BASE COMPENSATION.
a. The Company and the Bank agree to pay Executive during the term of
this Agreement a base salary at the rate of $__________ per year,
payable in accordance with customary payroll practices.
b. The Board shall review annually the rate of Executive's base salary
based upon factors they deem relevant, and may maintain or increase
his salary, provided that no such action shall reduce the rate of
salary below the rate in effect on the Effective Date.
c. In the absence of action by the Board, Executive shall continue to
receive salary at the annual rate specified on the Effective Date
or, if another rate has been established under the provisions of
this Section 4, the rate last properly established by action of the
Board under the provisions of this Section 4.
5. BONUSES. Executive shall be entitled to participate in discretionary
bonuses or other incentive compensation programs that the Company and the Bank
may award from time to time to senior management employees pursuant to bonus
plans or otherwise.
6. BENEFIT PLANS. Executive shall be entitled to participate in such life
insurance, medical, dental, pension, profit sharing, retirement and stock-based
compensation plans and other programs and arrangements as may be approved from
time to time by the Company and the Bank for the benefit of their employees.
7. VACATION AND LEAVE. At such reasonable times as the Board shall in its
discretion permit, Executive 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. Executive shall be entitled to an annual vacation in accordance with
the policies that the Board periodically establishes for senior
management employees.
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b. Executive shall accumulate any unused vacation and/or sick leave
from one fiscal year to the next, in either case to the extent
authorized by the Board, provided that the Board shall not reduce
previously accumulated vacation or sick leave.
c. In addition to the above mentioned paid vacations, Executive shall
be entitled, without loss of pay, to absent himself voluntarily from
the performance of his employment for such additional periods of
time and for such valid and legitimate reasons as the Board may in
its discretion determine. Further, the Board may grant Executive a
leave or leaves or absence, with or without pay, at such time or
times and upon such terms and conditions as the Board in its
discretion may determine.
8. EXPENSE PAYMENTS AND REIMBURSEMENTS. Executive shall be reimbursed for
all reasonable out-of-pocket business expenses that he shall incur in connection
with his services under this Agreement upon substantiation of such expenses in
accordance with applicable policies of the Company and the Bank.
9. AUTOMOBILE ALLOWANCE. During the term of this Agreement, Executive may
be entitled to an automobile allowance. In the event such automobile allowance
is provided by the Company or the Bank, Executive shall comply with reasonable
reporting and expense limitations on the use of such automobile as may be
established by the Company or the Bank from time to time, and the Company or the
Bank shall annually include on Executive's Form W-2 any amount of income
attributable to Executive's personal use of such automobile.
10. LOYALTY AND CONFIDENTIALITY.
a. During the term of this Agreement and except for illnesses,
reasonable vacation periods, and reasonable leaves of absence,
Executive: (i) shall devote his full business time, attention,
skill, and efforts to the faithful performance of his duties
hereunder; provided, however, that from time to time, Executive may
serve on the boards of directors of, and hold any other offices or
positions in, companies or organizations which will not present any
conflict of interest with the Company or the Bank or any of their
subsidiaries or affiliates or unfavorably affect the performance of
Executive's duties pursuant to this Agreement, or violate any
applicable statute or regulation and (ii) shall not engage in any
business or activity contrary to the business affairs or interests
of the Company or the Bank. "Full business time" is hereby defined
as that amount of time usually devoted to like companies and
institutions by similarly situated executive officers.
b. Nothing contained in this Agreement shall prevent or limit
Executive's right to invest in the capital stock or other securities
of any business dissimilar from that of the Company and the Bank,
or, solely as a passive, minority investor, in any business.
c. Executive agrees to maintain the confidentiality of any and all
information concerning the operation or financial status of the
Company and the Bank; the names
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or addresses of any of its borrowers, depositors and other
customers; any information concerning or obtained from such
customers; and any other information concerning the Company and the
Bank to which he may be exposed during the course of his employment.
Executive further agrees that, unless required by law or
specifically permitted by the Board in writing, he will not disclose
to any person or entity, either during or subsequent to his
employment, any of the above-mentioned information which is not
generally known to the public, nor shall he employ such information
in any way other than for the benefit of the Company and the Bank.
11. TERMINATION AND TERMINATION PAY. Subject to Section 12 of this
Agreement, Executive's employment under this Agreement may be terminated in the
following circumstances:
a. Death. Executive's employment under this Agreement shall terminate
upon his death during the term of this Agreement, in which event
Executive's estate shall be entitled to receive the compensation due
to Executive through the last day of the calendar month in which his
death occurred.
b. Retirement. This Agreement shall be terminated upon Executive's
retirement under the retirement benefit plan or plans in which he
participates pursuant to Section 6 of this Agreement or otherwise.
c. Disability.
i. The Board or Executive may terminate Executive's employment
after having determined Executive has a Disability. For
purposes of this Agreement, "Disability" means a physical or
mental infirmity that impairs Executive's ability to
substantially perform his duties under this Agreement and that
results in Executive becoming eligible for long-term
disability benefits under any long-term disability plans of
the Company or the Bank (or, if there are no such plans in
effect, that impairs Executive's ability to substantially
perform his duties under this Agreement for a period of one
hundred eighty (180) consecutive days). The Board shall
determine whether or not Executive is and continues to be
permanently disabled for purposes of this Agreement in good
faith, based upon competent medical advice and other factors
that they reasonably believe to be relevant. As a condition to
any benefits, the Board may require Executive to submit to
such physical or mental evaluations and tests as it deems
reasonably appropriate.
ii. In the event of such Disability, Executive shall be entitled
to the compensation and benefits provided for under this
Agreement for (1) any period during the term of this Agreement
and prior to the establishment of Executive's Disability
during which Executive is unable to work due to the physical
or mental infirmity, and (2) any period of Disability which is
prior to Executive's termination of employment pursuant to
this Section 11c.; provided, however, that any benefits paid
pursuant to the Company's or the
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Bank's long-term disability plan will continue as provided in
such plan without reduction for payments made pursuant to this
Agreement. During any period that Executive receives
disability benefits and to the extent that Executive shall be
physically and mentally able to do so, he shall furnish such
information, assistance and documents so as to assist in the
continued ongoing business of the Company and the Bank and, if
able, he shall make himself available to the Company and the
Bank to undertake reasonable assignments consistent with his
prior position and his physical and mental health. The Company
or the Bank shall pay all reasonable expenses incident to the
performance of any assignment given to Executive during the
Disability period.
d. Termination for Cause.
i. The Board may, by written notice to Executive in the form and
manner specified in this paragraph, immediately terminate his
employment at any time, for "Cause." Executive shall have no
right to receive compensation or other benefits for any period
after termination for Cause except for vested benefits.
Termination for Cause shall mean termination because of, in
the good faith determination of the Board, Executive's:
(1) Personal dishonesty;
(2) Incompetence;
(3) Willful misconduct;
(4) Breach of fiduciary duty involving personal profit;
(5) Intentional failure to perform stated duties under this
Agreement;
(6) Willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) that
reflects adversely on the reputation of the Company or
the Bank, any felony conviction, any violation of law
involving moral turpitude, or any violation of a final
cease-and-desist order; or
(7) Material breach by Executive of any provision of this
Agreement.
ii. Notwithstanding the foregoing, Executive shall not be deemed
to have been terminated for Cause unless there shall have been
delivered to Executive a copy of a resolution duly adopted by
the affirmative vote of a majority of the entire membership of
the Board at a meeting of such Board called and held for the
purpose (after reasonable notice to Executive and an
opportunity for Executive to be heard before the Board with
counsel), of finding that, in the
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good faith opinion of the Board, Executive was guilty of the
conduct described above and specifying the particulars
thereof.
e. Voluntary Termination by Executive. In addition to his other rights
to terminate under this Agreement, Executive may voluntarily
terminate employment during the term of this Agreement upon at least
ninety (90) days' prior written notice to the Board, in which case
Executive shall receive only his compensation, vested rights and
employee benefits up to the date of his termination.
f. Without Cause or With Good Reason.
i. In addition to termination pursuant to Sections 11a. through
11e., the Board may, by written notice to Executive,
immediately terminate his employment at any time for a reason
other than Cause (a termination "Without Cause") and Executive
may, by written notice to the Board, immediately terminate
this Agreement at any time within ninety (90) days following
an event constituting "Good Reason," as defined below (a
termination "With Good Reason").
ii. Subject to Section 12 of this Agreement, in the event of
termination under this Section 11f., Executive shall be
entitled to receive his base salary for the remaining term of
the Agreement paid in one lump sum within ten (10) calendar
days of such termination. Also, in such event, Executive
shall, for the remaining term of the Agreement, receive the
benefits he would have received during the remaining term of
the Agreement under any retirement programs (whether
tax-qualified or non-qualified) in which Executive
participated prior to his termination (with the amount of the
benefits determined by reference to the benefits received by
Executive or accrued on his behalf under such programs during
the twelve (12) months preceding his termination) and continue
to participate in any benefit plans of the Company or the Bank
that provide health (including medical and dental), life or
disability insurance, or similar coverage, upon terms no less
favorable than the most favorable terms provided to senior
executives of the Company or the Bank during such period. In
the event that the Company or the Bank are unable to provide
such coverage by reason of Executive no longer being an
employee, the Company or the Bank shall provide Executive with
comparable coverage on an individual policy basis.
iii. "Good Reason" shall exist if, without Executive's express
written consent, the Company and the Bank materially breach
any of their respective obligations under this Agreement.
Without limitation, such a material breach shall be deemed to
occur upon any of the following:
(1) A material reduction in Executive's responsibilities or
authority in connection with his employment with the
Company or the Bank;
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(2) Assignment to Executive of duties of a non-executive
nature or duties for which he is not reasonably equipped
by his skills and experience;
(3) Failure of Executive to be nominated or renominated to
the Company's Board;
(4) A reduction in salary or benefits contrary to the terms
of this Agreement, or, following a Change in Control as
defined in Section 12 of this Agreement, any reduction
in salary or material reduction in benefits below the
amounts to which Executive was entitled prior to the
Change in Control;
(5) Termination of incentive and benefit plans, programs or
arrangements, or reduction of Executive's participation
to such an extent as to materially reduce their
aggregate value below their aggregate value as of the
Effective Date;
(6) A requirement that Executive relocate his principal
business office or his principal place of residence
outside of the area consisting of a thirty (30) mile
radius from the current main office and any branch of
the Bank, or the assignment to Executive of duties that
would reasonably require such a relocation; or
(7) Liquidation or dissolution of the Company or the Bank.
iv. Notwithstanding the foregoing, a reduction or elimination of
Executive's benefits under one or more benefit plans
maintained by the Company and the Bank as part of a good
faith, overall reduction or elimination of such plans or
benefits thereunder applicable to all participants in a manner
that does not discriminate against Executive (except as such
discrimination may be necessary to comply with law) shall not
constitute an event of Good Reason or a material breach of
this Agreement, provided that benefits of the type or to the
general extent as those offered under such plans prior to such
reduction or elimination are not available to other officers
of the Company and the Bank or any company that controls
either of them under a plan or plans in or under which
Executive is not entitled to participate.
g. Continuing Covenant Not to Compete or Interfere with Relationships.
Regardless of anything herein to the contrary, following a
termination by the Company and the Bank or Executive pursuant to
Section 11f.:
i. Executive's obligations under Section 10c. of this Agreement
will continue in effect; and
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ii. During the period ending on the first anniversary of such
termination, Executive shall not serve as an officer, director
or employee of any bank holding company, bank, savings bank,
savings and loan holding company, or mortgage company (any of
which shall be a "Financial Institution") which Financial
Institution offers products or services competing with those
offered by the Bank from any office within fifty (50) miles
from the main office or any branch of the Bank and shall not
interfere with the relationship of the Company and the Bank
and any of its employees, agents, or representatives.
12. TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL.
a. For purposes of this Agreement, a "Change in Control" means any of
the following events:
i. Merger: The Company merges into or consolidates with another
corporation, or merges another corporation into the Company,
and as a result less than a majority of the combined voting
power of the resulting corporation immediately after the
merger or consolidation is held by persons who were
stockholders of the Company immediately before the merger or
consolidation.
ii. Acquisition of Significant Share Ownership: The Company files,
or is required to file, a report on Schedule 13D or another
form or schedule (other than Schedule 13G) required under
Sections 13(d) or 14(d) of the Securities Exchange Act of
1934, if the schedule discloses that the filing person or
persons acting in concert has or have become the beneficial
owner of 25% or more of a class of the Company's voting
securities, but this clause (b) shall not apply to beneficial
ownership of Company voting shares held in a fiduciary
capacity by an entity of which the Company directly or
indirectly beneficially owns 50% or more of its outstanding
voting securities.
iii. Change in Board Composition: During any period of two
consecutive years, individuals who constitute the Company's
Board of Directors at the beginning of the two-year period
cease for any reason to constitute at least a majority of the
Company's Board of Directors; provided, however, that for
purposes of this clause (iii), each director who is first
elected by the Board (or first nominated by the Board for
election by the stockholders) by a vote of at least two-thirds
(2/3) of the directors who were directors at the beginning of
the two-year period shall be deemed to have also been a
director at the beginning of such period; or
iv. Sale of Assets: The Company sells to a third party all or
substantially all of its assets.
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Notwithstanding anything in this Agreement to the contrary, in no
event shall the conversion of the Bank from mutual to stock form
constitute a "Change in Control" for purposes of this Agreement.
b. Termination. If within the period ending two years after a Change in
Control, (i) the Company and the Bank shall terminate Executive's
employment Without Cause, or (ii) Executive voluntarily terminates
his employment with Good Reason, the Company and the Bank shall,
within ten calendar days of the termination of Executive's
employment, make a lump-sum cash payment to him equal to three times
Executive's average Annual Compensation over the five (5) most
recently completed calendar years ending with the year immediately
preceding the effective date of the Change in Control. In
determining Executive's average Annual Compensation, Annual
Compensation shall include base salary and any other taxable income,
including, but not limited to, amounts related to the granting,
vesting or exercise of restricted stock or stock option awards,
commissions, bonuses (whether paid or accrued for the applicable
period), as well as retirement benefits, director or committee fees
and fringe benefits paid or to be paid to Executive or paid for
Executive's benefit during any such year, profit sharing, employee
stock ownership plan and other retirement contributions or benefits,
including to any tax-qualified plan or arrangement (whether or not
taxable) made or accrued on behalf of Executive for such years. The
cash payment made under this Section 12b. shall be made in lieu of
any payment also required under Section 11f. of this Agreement
because of a termination in such period. Executive's rights under
Section 11f. are not otherwise affected by this Section 12. Also, in
such event, Executive shall, for a thirty-six (36) month period
following his termination of employment, receive the benefits he
would have received over such period under any retirement programs
(whether tax-qualified or non-tax-qualified) in which Executive
participated prior to his termination (with the amount of the
benefits determined by reference to the benefits received by
Executive or accrued on his behalf under such programs during the
twelve (12) months preceding the Change in Control) and continue to
participate in any benefit plans of the Company or the Bank that
provide health (including medical and dental), life or disability
insurance, or similar coverage upon terms no less favorable than the
most favorable terms provided to senior executives during such
period. In the event that the Company or the Bank are unable to
provide such coverage by reason of Executive no longer being an
employee, the Company or the Bank shall provide Executive with
comparable coverage on an individual policy basis or the cash
equivalent.
c. The provisions of Section 12 and Sections 14 through 25, including the
defined terms used in such sections, shall continue in effect until the later of
the expiration of this Agreement or two years following a Change in Control.
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13. INDEMNIFICATION AND LIABILITY INSURANCE.
a. Indemnification. The Company and the Bank agree to indemnify
Executive (and his heirs, executors, and administrators), and to
advance expenses related thereto, to the fullest extent permitted
under applicable law and regulations against any and all expenses
and liabilities reasonably incurred by him in connection with or
arising out of any action, suit, or proceeding in which he may be
involved by reason of his having been a director or Executive of the
Company, the Bank or any of their subsidiaries (whether or not he
continues to be a director or Executive at the time of incurring any
such expenses or liabilities), such expenses and liabilities to
include, but not be limited to, judgments, court costs, and
attorneys' fees and the costs of reasonable settlements, such
settlements to be approved by the Board, if such action is brought
against Executive in his capacity as an Executive or director of the
Company and the Bank or any of their subsidiaries. Indemnification
for expenses shall not extend to matters for which Executive has
been terminated for Cause. Nothing contained herein shall be deemed
to provide indemnification prohibited by applicable law or
regulation. Notwithstanding anything herein to the contrary, the
obligations of this Section 13 shall survive the term of this
Agreement by a period of six (6) years.
b. Insurance. During the period in which indemnification of Executive
is required under this Section, the Company and the Bank shall
provide Executive (and his heirs, executors, and administrators)
with coverage under a directors' and officers' liability policy at
the expense of the Company and the Bank, at least equivalent to such
coverage provided to directors and senior executives of the Company
and the Bank.
14. REIMBURSEMENT OF EXECUTIVE'S EXPENSES TO ENFORCE THIS AGREEMENT. The Company
and the Bank shall reimburse Executive for all out-of-pocket expenses,
including, without limitation, reasonable attorney's fees, incurred by Executive
in connection with successful enforcement by Executive of the obligations of the
Company and the Bank to Executive under this Agreement. Successful enforcement
shall mean the grant of an award of money or the requirement that the Company
and the Bank take some action specified by this Agreement: (i) as a result of a
court order; or (ii) otherwise by the Company and the Bank following an initial
failure of the Company and the Bank to pay such money or take such action
promptly after written demand therefor from Executive stating the reason that
such money or action was due under this Agreement at or prior to the time of
such demand.
15. LIMITATION OF BENEFITS UNDER CERTAIN CIRCUMSTANCES. If the payments and
benefits pursuant to Section 12 of this Agreement, either alone or together with
other payments and benefits which Executive has the right to receive from the
Company and the Bank, would constitute a "parachute payment" under Section 280G
of the Code, the payments and benefits pursuant to Section 12 shall be reduced
or revised, in the manner determined by Executive, by the amount, if any, which
is the minimum necessary to result in no portion of the payments and benefits
under Section 12 being non-deductible to the Company and the Bank pursuant to
Section 280G of the Code and subject to
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the excise tax imposed under Section 4999 of the Code. The determination of any
reduction in the payments and benefits to be made pursuant to Section 12 shall
be based upon the opinion of the Company and the Bank's independent public
accountants and paid for by the Company and the Bank. In the event that the
Company, the Bank and/or Executive do not agree with the opinion of such
counsel, (i) the Company and the Bank shall pay to Executive the maximum amount
of payments and benefits pursuant to Section 12, as selected by Executive, which
such opinion indicates there is a high probability do not result in any of such
payments and benefits being non-deductible to the Company and the Bank and
subject to the imposition of the excise tax imposed under Section 4999 of the
Code and (ii) the Company and the Bank may request, and Executive shall have the
right to demand that they request, a ruling from the IRS as to whether the
disputed payments and benefits pursuant to Section 12 have such consequences.
Any such request for a ruling from the IRS shall be promptly prepared and filed
by the Company and the Bank, but in no event later than thirty (30) days from
the date of the opinion of counsel referred to above, and shall be subject to
Executive's approval prior to filing, which shall not be unreasonably withheld.
The Company, the Bank and Executive agree to be bound by any ruling received
from the IRS and to make appropriate payments to each other to reflect any such
rulings, together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code. Nothing contained herein shall result in a
reduction of any payments or benefits to which Executive may be entitled upon
termination of employment other than pursuant to Section 12 hereof, or a
reduction in the payments and benefits specified in Section 12 below zero.
16. INJUNCTIVE RELIEF. If there is a breach or threatened breach of Section 11g.
of this Agreement or the prohibitions upon disclosure contained in Section 10c.
of this Agreement, the parties agree that there is no adequate remedy at law for
such breach, and that the Company and the Bank shall be entitled to injunctive
relief restraining Executive from such breach or threatened breach, but such
relief shall not be the exclusive remedy hereunder for such breach. The parties
hereto likewise agree that Executive, without limitation, shall be entitled to
injunctive relief to enforce the obligations of the Company and the Bank under
this Agreement.
17. SUCCESSORS AND ASSIGNS.
a. This Agreement shall inure to the benefit of and be binding upon any
corporate or other successor of the Company and the Bank which shall
acquire, directly or indirectly, by merger, consolidation, purchase
or otherwise, all or substantially all of the assets or stock of the
Company and the Bank.
b. Since the Company and the Bank are contracting for the unique and
personal skills of Executive, Executive shall be precluded from
assigning or delegating his rights or duties hereunder without first
obtaining the written consent of the Company and the Bank.
18. NO MITIGATION. Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise
and no such payment shall be offset or reduced by the amount of any compensation
or benefits provided to Executive in any subsequent employment.
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19. NOTICES. All notices, requests, demands and other communications in
connection with this Agreement shall be made in writing and shall be deemed to
have been given when delivered by hand or 48 hours after mailing at any general
or branch United States Post Office, by registered or certified mail, postage
prepaid, addressed to the Company and/or the Bank at their principal business
offices and to Executive at his home address as maintained in the records of the
Company and the Bank.
20. NO PLAN CREATED BY THIS AGREEMENT. Executive, the Company and the Bank
expressly declare and agree that this Agreement was negotiated among them and
that no provision or provisions of this Agreement are intended to, or shall be
deemed to, create any plan for purposes of the Employee Retirement Income
Security Act or any other law or regulation, and each party expressly waives any
right to assert the contrary. Any assertion in any judicial or administrative
filing, hearing, or process that such a plan was so created by this Agreement
shall be deemed a material breach of this Agreement by the party making such an
assertion.
21. AMENDMENTS. No amendments or additions to this Agreement shall be binding
unless made in writing and signed by all of the parties, except as herein
otherwise specifically provided.
22. APPLICABLE LAW. Except to the extent preempted by federal law, the laws of
the State of Kentucky shall govern this Agreement in all respects, whether as to
its validity, construction, capacity, performance or otherwise.
23. 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.
24. HEADINGS. Headings contained herein are for convenience of reference only.
25. ENTIRE AGREEMENT. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof, other than written agreements with respect to specific plans, programs
or arrangements described in Sections 5 and 6.
26. REQUIRED PROVISIONS. In the event any of the foregoing provisions of this
Section 26 are in conflict with the terms of this Agreement, this Section 26
shall prevail.
a. The Bank may terminate Executive's employment at any time, but any
termination by the Bank, other than termination for Cause, shall not
prejudice Executive's right to compensation or other benefits under
this Agreement. Executive shall not have the right to receive
compensation or other benefits for any period after termination for
Cause as defined in Section 7 of this Agreement.
b. If Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice
served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit
Insurance Act, 12 U.S.C. Section 1818(e)(3)
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or (g)(1); the Bank's obligations under this contract 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 their contract obligations were
suspended; and (ii) reinstate (in whole or in part) any of the
obligations which were suspended.
c. 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 1818(e)(4) or (g)(1), all
obligations of the Bank under this contract shall terminate as of
the effective date of the order, but vested rights of the
contracting parties shall not be affected.
d. 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 of the Bank under this contract shall terminate as of
the date of default, but this paragraph shall not affect any vested
rights of the contracting parties.
e. All obligations of the Bank under this contract shall be terminated,
except to the extent determined that continuation of the contract is
necessary for the continued operation of the institution: (i) by the
Director of the OTS (or his designee), the FDIC or the Resolution
Trust Corporation, at the time the FDIC 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 of the OTS (or his
designee) at the time the Director (or his designee) approves a
supervisory merger to resolve problems related to the operations of
the Bank or when the Bank is determined by the Director to be in an
unsafe or unsound condition. Any rights of the parties that have
already vested, however, shall not be affected by such action.
f. 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 12 C.F.R. Section 545.121 and any rules
and regulations promulgated thereunder.
13
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first set forth above.
ATTEST: KENTUCKY FIRST FEDERAL BANCORP
_______________________ By:_______________________________________
Corporate Secretary For the Entire Board of Directors
ATTEST: FIRST FEDERAL SAVINGS & LOAN ASSOCIATION
_______________________ By:_______________________________________
Corporate Secretary For the Entire Board of Directors
WITNESS: EXECUTIVE
_______________________ By:_______________________________________
Corporate Secretary Xxxx X. Xxxxxxxx
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