EXHIBIT 10(o)
RETENTION AGREEMENT
THIS RETENTION AGREEMENT (this "Agreement"), dated as of the ____ day of
December, 1996, is by and between Trans Financial, Inc., with an address of 000
Xxxx Xxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxxx 00000 ("Trans Financial"), and
_____________________, with an address of
("Employee").
RECITALS
A. Employee is currently employed as a senior management official by Trans
Financial and/or its subsidiaries, on an at-will basis.
B. In order to induce Employee to continue his employment with Trans Financial
and devote his full attention to the business of Trans Financial for so long as
Trans Financial requires his services, Trans Financial desires to provide for
the continuation of Employee's salary after the termination of his employment,
under the circumstances described herein.
AGREEMENT
Therefore, in consideration of the foregoing and the mutual covenants
set forth below, the parties hereto agree as follows:
1. Termination of Employment. Employee shall be entitled to the severanc
benefits described in Section 2 below if his employment is terminated on or
before December 31, 1997 (the "Expiration Date"):
(a) by Trans Financial without cause (as defined in Section 3
below); or
(b) by Employee, for any reason, if:
(i) Employee's salary is reduced or his participation in any
bonus plan applying generally to management officials of Trans
Financial and its subsidiaries from time to time, is discontinued, or
(ii) Trans Financial requires a change in excess of 40 miles
in the geographic location where Employee is based as of the date
hereof, without the prior written consent of Employee.
The Board of Directors of Trans Financial may, at its sole option and
discretion, extend the Expiration Date for one or more annual periods, by giving
notice to Employee of the extension at least 60 days prior to the Expiration
Date then in effect.
2. Severance Benefits. In the event of a termination of employment qualifying
Employee for severance benefits pursuant to Section 1 above, Trans Financial
shall provide to Employee all benefits as provided in its then current policies
regarding termination of employment, as if such employment was terminated by the
employer without cause, and the following additional severance benefits:
(a) Employee shall receive continuation of salary at the highest rate
in effect at any time during the year prior to the date of termination of his
employment (subject to all applicable withholdings) for the period beginning on
the day after the date of termination of his employment and ending on the date
eighteen months thereafter (the "Anniversary Date"), in accordance with Trans
Financial's typical pay schedule and methods. Employee will receive paychecks on
the regularly scheduled pay days until such severance pay has been paid in full.
This severance benefit shall be in addition to severance pay payable pursuant to
the then current policies of Trans Financial. If the standard severance pay
provided for by such policies is to be paid periodically, the salary
continuation provided for in this subparagraph (a) may be paid, at the option of
Trans Financial, either concurrently with or consecutive to the payment of
standard severance pay.
(b) Except as otherwise provided herein, Trans Financial shall continue
Employee's coverage under Trans Financial's group health insurance plan, on the
same terms as other management officials generally, through the Anniversary
Date, subject to the continuation of Employee's payroll deductions for such
plan. Employee will be responsible for any increase that may occur in his share
of the premiums under such plan on the same terms from time to time provided to
active management employees generally. Except as otherwise provided herein,
Employee's election period for continuance coverage (commonly referred to as
COBRA coverage) shall commence on the Anniversary Date. In the event Employee
obtains other employment before such date, Employee shall notify Trans Financial
immediately, and Employee's participation in Trans Financial's group health
insurance plans shall cease on the date Employee becomes eligible to participate
in his new employer's health insurance plan (but in no event after Anniversary
Date), and Employee's election period for COBRA coverage shall commence on that
date.
(c) Employee shall receive any pension or retirement benefits to which
he is entitled under the terms of any pension or retirement plans as of the date
of termination of employment. Employee acknowledges and agrees that no further
contributions will be made to such pension or retirement plans after such date.
Any stock options granted to Employee will be treated under the terms of the
controlling stock option plan documents.
Employee shall not be required to mitigate any of these benefits by seeking
other employment, but in the event of reemployment before the Anniversary Date,
Employee shall notify Trans Financial and benefits under subparagraph (b) above
shall cease.
3. Termination Without Cause. Employee shall be deemed to be terminated by Trans
Financial without cause unless, prior to the termination of his employment by
Trans Financial, the Board of Directors of Trans Financial determines, by a vote
of the majority of the directors present and voting at a duly and properly
called meeting at which a quorum is present, that any of the following causes
for terminating his employment exists:
(a) Employee has engaged in any act of personal dishonesty
in the performance of his duties or responsibilities;
(b) Employee has engaged in competition with Trans Financial or any of
its subsidiaries, in any manner, or in activities substantially harmful to, or
not in the best interests of, the business of Trans Financial or of any of its
subsidiaries;
(c) Employee has engaged in illegal conduct;
(d) For any reason, Trans Financial or any of its affiliates is
unable to procure, after good faith efforts, a fidelity bond
on Employee;
(e) Employee has failed to perform or discharge any of his duties or
responsibilities as reasonably required or expected for a management official in
his position with Trans Financial or with any of its subsidiaries; or
(f) Employee is guilty of professional misconduct, or has committed any
act negatively affecting Trans Financial or any of its subsidiaries, of such a
serious nature as would render his service unacceptable to reasonable persons in
the position of the Board of Directors of Trans Financial.
If Employee is a director, Employee shall be included in determining the
presence of a quorum at any meeting at which such issue is considered, but shall
not be entitled to vote on such issue, or, without invitation by a majority of
the other directors present, to attend that portion of the meeting in which such
issue is considered.
4. Employment at Will. This Agreement does not constitute a promise of
employment, and Employee continues to be employed on an at-will basis. Trans
Financial shall have the right to terminate Employee's employment, for any
reason, subject to the terms regarding severance benefits set forth herein.
Employee may also terminate his employment at any time for any reason, and such
termination by Employee shall terminate any rights under this Agreement, except
to the extent that the provisions of Section 1(b) above apply.
5. Miscellaneous.
(a) Trans Financial shall reimburse Employee for any and all legal fees
reasonably incurred by Employee in successfully pursuing his rights under this
Agreement.
(b) Neither party shall assign the benefits of this Agreement to any
other party, without the express prior written consent of the other party. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective representatives, successors and permissible assigns. Trans
Financial shall require any successor entity (including any purchaser of all or
substantially all of the assets of Trans Financial or any Significant
Subsidiary) to expressly assume the obligations of Trans Financial hereunder.
(c) This Agreement shall be governed by and construed under the
laws of the Commonwealth of Kentucky.
(d) This Agreement constitutes the sole and entire agreement between
the parties regarding the subject matter hereof, and shall not be altered or
amended except by an agreement in writing signed by both parties hereto.
EXECUTED as of the date first set forth above.
[EMPLOYEE NAME]
TRANS FINANCIAL, INC.
By:
Xxxxxx Xxxxxxxxxxx, Acting Chairman of the Board
