BANK OF NEW ORLEANS
Exhibit 10.1
BANK OF NEW ORLEANS
This EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the 25th day of October 2011, between Bank of New Orleans (the “Bank” or the “Employer”), a federally chartered savings bank which is a wholly owned subsidiary of Louisiana Bancorp, Inc. (the “Corporation”), and C. Xxxxx Xxxxxx (the “Executive”).
(a) Annual Compensation. The Executive's “Annual Compensation” for purposes of determining severance payable under this Agreement shall be deemed to mean the sum of (i) the annual rate of Base Salary as of the Date of Termination, and (ii) the aggregate amount of loan commissions earned by the Executive for the calendar year immediately preceding the year in which the Date of Termination occurs.
(e) Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.
(i) any material breach of this Agreement by the Bank, including without limitation any of the following: (A) a material diminution in the Executive’s base compensation, (B) a material diminution in the Executive’s authority, duties or responsibilities, or (C) a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report, or
(ii) any material change in the geographic location at which the Executive must perform her services under this Agreement;
provided, however, that prior to any termination of employment for Good Reason, the Executive must first provide written notice to the Bank within ninety (90) days of the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within thirty (30) days of the date the Bank received the written notice from the Executive. If the Bank remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then the Executive may deliver a Notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period.
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(a) The Bank hereby employs the Executive as Vice President-Mortgage Lending and the Executive hereby accepts said employment and agrees to render such services to the Bank on the terms and conditions set forth in this Agreement. The terms and conditions of this Agreement shall be and remain in effect during the period of two years beginning on the date first written above (the “Effective Date”) and ending on the second anniversary of the Effective Date, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the "Employment Period").
(b) Except as provided in Section 2(c), and subject to the requirement below that the Board of Directors of the Bank determine at least annually that continued extensions are appropriate, beginning on the Effective Date, on each day during the Employment Period, the Employment Period shall automatically be extended for one additional day, unless either the Bank, on the one hand, or the Executive, on the other hand, elects not to extend the Agreement further by giving written notice thereof to the other party, in which case the Employment Period shall end on the second anniversary of the date on which such written notice is given. At least annually, the Board of Directors of the Bank shall consider and review (with appropriate corporate documentation thereof, and taking into account all relevant factors) the Executive's performance hereunder and whether the Employment Period shall continue to be extended. If the Board of Directors determines at least annually that continued extensions of the Employment Period are appropriate, then the Employment Period shall continue to extend each day as set forth above. If the Board of Directors determines not to extend the Employment Period, it shall provide written notice to the Executive as set forth above. Upon termination of the Executive's employment with the Bank for any reason whatsoever, any daily extensions provided pursuant to this Section 2(b), if not theretofore discontinued, shall automatically cease.
(c) Nothing in this Agreement shall be deemed to prohibit the Bank at any time from terminating the Executive's employment during the Employment Period for any reason, provided that the relative rights and obligations of the Bank and the Executive in the event of any such termination shall be determined under this Agreement.
(d) During the term of this Agreement, the Executive shall be responsible for supervising the consumer mortgage lending operations of the Bank. The Executive shall report directly to the President and Chief Executive Officer of the Bank. In addition, the Executive shall perform such executive services for the Bank as may be consistent with her titles and from time to time assigned to her by the Bank's President and Chief Executive Officer.
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(a) The Employer shall compensate and pay the Executive for her services during the term of this Agreement at a minimum base salary of $60,000 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Board of Directors of the Employer and may not be decreased without the Executive's express written consent. In addition to her Base Salary, the Executive shall be entitled to receive during the term of this Agreement commissions for originations on new mortgage loans (“loan commissions”) on the terms established from time-to-time by the Bank’s Board of Directors.
(b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Bank, to the extent commensurate with her then duties and responsibilities, as fixed by the Board of Directors of the Bank. The Bank shall not make any changes in such plans, benefits or privileges 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 Bank 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 Bank. Nothing paid to the 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 the Executive pursuant to Section 3(a) hereof.
(c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Board of Directors of the Bank. The Executive shall not be entitled to receive any additional compensation from the Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Board of Directors of the Employer.
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(a) The Bank shall have the right, at any time upon prior Notice of Termination, to terminate the Executive's employment hereunder for any reason, including without limitation termination for Cause, Disability or Retirement, and the Executive shall have the right, upon prior Notice of Termination, to terminate her employment hereunder for any reason.
(b) In the event that (i) the Executive's employment is terminated by the Bank for Cause or (ii) the Executive terminates her employment hereunder other than for Disability, Retirement, death or Good Reason, the Executive shall have no right pursuant to this Agreement to compensation or other benefits for any period after the applicable Date of Termination.
(c) In the event that the Executive's employment is terminated as a result of Disability, Retirement or the Executive's death during the term of this Agreement, the Executive shall have no right pursuant to this Agreement to compensation or other benefits for any period after the applicable Date of Termination.
(d) In the event that prior to a Change in Control (i) the Executive's employment is terminated by the Bank for other than Cause, Disability, Retirement or the Executive's death or (ii) such employment is terminated by the Executive for Good Reason, then the Bank shall, subject to the provisions of Section 6 hereof, if applicable,
(A) pay to the Executive, in a lump sum as of the Date of Termination, a cash severance amount equal to one (1) times the Executive's Annual Compensation paid by the Bank,
(B) maintain and provide for a period ending at the earlier of (i) twelve (12) months after the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (B)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accident insurance and disability insurance offered by the Bank in which the Executive was entitled to participate immediately prior to the Date of Termination, subject to subparagraphs (C), (D) and (E) below,
(C) in the event that the Executive's participation in any plan, program or arrangement as provided in subparagraph (B) of this Section 5(d) is barred, or would trigger the payment of an excise tax under Section 4980D of the Code, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Bank shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination, except that subparagraph (D) below shall be applicable if the alternative benefits would still trigger the payment of an excise tax under Section 4980D of the Code,
(D) in the event that the continuation of any insurance coverage pursuant to Section 5(d)(C) above would trigger the payment of an excise tax under Section 4980D of the Code, then in lieu of providing such coverage, the Bank shall pay to the Executive within 10 business days following the Date of Termination (or within 10 business days following the discontinuation of the benefits if later) a lump sum cash amount equal to the projected cost to the Bank of providing such coverage to the Executive, with the projected cost to be based on the costs being incurred immediately prior to the Date of Termination (or the discontinuation of the benefits if later), as increased by 10% each year on the scheduled renewal date, provided that if the 10 business day period begins in one calendar year and ends in a second calendar year, then the payment shall be made in the second calendar year, and
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(E) any insurance premiums payable by the Bank pursuant to Section 5(d)(B) or (C) shall be payable at such times and in such amounts (except that the Bank shall also pay any employee portion of the premiums) as if the Executive was still an employee of the Bank, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Bank in any taxable year shall not affect the amount of insurance premiums required to be paid by the Bank in any other taxable year.
(e) In the event that either concurrently with or within two years following a Change in Control (i) the Executive's employment is terminated by the Bank for other than Cause, Disability, Retirement or the Executive's death or (ii) such employment is terminated by the Executive for Good Reason, then the Bank shall, subject to the provisions of Section 6 hereof, if applicable,
(A) pay to the Executive, in a lump sum as of the Date of Termination, a cash severance amount equal to two (2) times the Executive's Annual Compensation paid by the Bank,
(B) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (B)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accident insurance and disability insurance offered by the Bank in which the Executive was entitled to participate immediately prior to the Date of Termination, subject to subparagraphs (C), (D) and (E) below,
(C) in the event that the Executive's participation in any plan, program or arrangement as provided in subparagraph (B) of this Section 5(e) is barred, or would trigger the payment of an excise tax under Section 4980D of the Code, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Bank shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination, except that subparagraph (D) below shall be applicable if the alternative benefits would still trigger the payment of an excise tax under Section 4980D of the Code,
(D) in the event that the continuation of any insurance coverage pursuant to Section 5(e)(C) above would trigger the payment of an excise tax under Section 4980D of the Code, then in lieu of providing such coverage, the Bank shall pay to the Executive within 10 business days following the Date of Termination (or within 10 business days following the discontinuation of the benefits if later) a lump sum cash amount equal to the projected cost to the Bank of providing such coverage to the Executive, with the projected cost to be based on the costs being incurred immediately prior to the Date of Termination (or the discontinuation of the benefits if later), as increased by 10% each year on the scheduled renewal date, provided that if the 10 business day period begins in one calendar year and ends in a second calendar year, then the payment shall be made in the second calendar year, and
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(E) any insurance premiums payable by the Bank pursuant to Section 5(e)(B) or (C) shall be payable at such times and in such amounts (except that the Bank shall also pay any employee portion of the premiums) as if the Executive was still an employee of the Bank, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Bank in any taxable year shall not affect the amount of insurance premiums required to be paid by the Bank in any other taxable year.
(a) The Executive shall not be required to mitigate the amount of any benefits hereunder by seeking other employment or otherwise, nor shall the amount of any such benefits be reduced by any compensation earned by the Executive as a result of employment by another employer after the Date of Termination or otherwise, except as set forth in Section 5(d)(B) above.
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(b) The specific arrangements referred to herein are not intended to exclude any other benefits which may be available to the Executive upon a termination of employment with the Employer pursuant to employee benefit plans of the Employer or otherwise.
Upon termination of employment with the Bank for any reason, or when the Bank may so request, Executive will immediately deliver to the Bank any or all property of the Bank in Executive’s possession, including but not limited to, Confidential Materials, which Executive may then possess or have under her control.
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To the Bank: Secretary
Bank of New Orleans
0000 Xxxxxxxx Xxxxxxxx Xxxx.
Xxxxxxxx, Xxxxxxxxx 00000
To the Corporation: Secretary
Louisiana Bancorp, Inc.
0000 Xxxxxxxx Xxxxxxxx Xxxx.
Xxxxxxxx, Xxxxxxxxx 00000
To the Executive: C. Xxxxx Xxxxxx
At the address last appearing on
the personnel records of the Employer
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15. 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.
21. Regulatory Actions. The following provisions shall be applicable to the parties to the extent that they are required to be included in employment agreements between a savings bank and its employees pursuant to Section 163.39(b) of the regulations of the Comptroller of the Currency (“OCC”), 12 C.F.R. §163.39(b), or any successor thereto, and shall be controlling in the event of a conflict with any other provision of this Agreement, including without limitation Section 5 hereof.
(a) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's affairs pursuant to notice served under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”)(12 U.S.C. §§1818(e)(3) and 1818(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 the 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.
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(b) If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C. §§1818(e)(4) and (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 Executive and the Bank as of the date of termination shall not be affected.
(c) If the Bank is in default, as defined in Section 3(x)(1) of the FDIA (12 U.S.C. §1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but vested rights of the Executive and the Bank as of the date of termination shall not be affected.
(d) All obligations under this Agreement shall be terminated pursuant to 12 C.F.R. §163.39(b)(5), except to the extent that it is determined that continuation of the Agreement for the continued operation of the Bank is necessary: (i) by the Comptroller of the Currency, or his or her designee, at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA (12 U.S.C. §1823(c)); or (ii) by the Comptroller of the Currency or his or her designee, at the time the Comptroller of the Currency or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Comptroller of the Currency to be in an unsafe or unsound condition, but vested rights of the Executive and the Employer as of the date of termination shall not be affected.
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Attest:
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BANK OF NEW ORLEANS
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/s/ Xxxx X. Xxxxxxxxxxxx
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By:
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/s/ Xxxxxxxx X. XxXxx, III
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Xxxx X. Xxxxxxxxxxxx
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Xxxxxxxx X. XxXxx, III
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Corporate Secretary
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President and Chief Executive Officer
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EXECUTIVE
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/s/ C. Xxxxx Xxxxxx
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C. Xxxxx Xxxxxx
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