Exhibit 10-N-8
EMPLOYMENT CONTRACT
(RENEWAL)
Reference is made to an Employment Contract dated January 1, 1995 (attached as
Exhibit "A") (the "Contract").
With the following amendments or additions, the Contract is hereby renewed on
the same terms and conditions:
Term: No specific term. Employment continues
until terminated by Employer or
Employee upon 30 days written notice by
either party.
Termination: Termination can be made by Employer for
any reason and without cause. Employee
may terminate for any reason, including
Reasonable Cause (as defined in the
Contract).
Title: President & Chief Operating Officer
Fringe Benefits: Standard Employer benefits for full
time exempt employees, plus paid family
health insurance. Nothing in this
Contract shall prevent or limit
Employee's participation in any
benefit, bonus, incentive or other
plans, including any supplemental
executive retirement plan or stock
option plan.
Auto Allowance: $800 per month, plus reimbursement for
all business miles, including travel
between Fargo and Fergus Falls (new
rate to be effective May 1, 1999).
Salary: $148,472.50, plus annual increases of
10% for each of the next five
consecutive years. Annual increases
thereafter to be determined by the
parties.
Incentive Bonus: Formula to be determined.
Severance: In the event that (i) the Employer
terminates the Contract for any reason
(including for cause, death or
disability) or (ii) Employee terminates
the Contract for Reasonable Cause (as
defined in the
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attached Contract), Employee shall
receive the base salary then in effect
through the date of termination and a
severance payment equal to all
compensation (base salary, incentive
bonus, etc.) paid to Employee in the
most recent full calendar year from the
date of termination (for example, if
the date of termination is July 1,
1999, the most recent calendar year
would be 1998) multiplied by one and
one-half (1 1/2). If the Employee
terminates the Contract without
Reasonable Cause or if the reason for
termination by Employer of the Contract
is an act of embezzlement or other
willful misconduct materially injurious
to the Employer, no severance payment
shall be made to Employee. In the case
of a dispute concerning whether the
severance payment should be paid and if
the Employee established that he is
legally entitled to payment of a
severance payment, Employee shall be
entitled to recover from Employer any
costs incurred by Employee in obtaining
payment of the severance payment from
Employer (including Employee's
attorneys fees and court costs). The
severance payment shall be made within
30 days from the date of termination
and shall be subject to normal payroll
withholdings and deductions. This
contract is made in the State of
Minnesota and shall be governed by and
construed in accordance with the
substantive laws of the State of
Minnesota.
Dated: As of January 1, 1999 Varistar Corporation
By /s/ N. ▇▇▇▇▇ ▇▇▇▇
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Its Chm of the Board & C.E.O.
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Dated: As of January 1, 1999 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Exhibit A
EMPLOYMENT CONTRACT TERMS
(EFFECTIVE AS OF 1/1/95)
Employee: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Employer: Mid-States Development, Inc.
Title: President
Duties: Determined by Board of Directors (BOD)
Direct Supervisor: Chair of BOD
Office Location: Primarily Fargo, with secondary office
in Fergus Falls
Base Salary: $100,000 annually, with 10% increase
each year of term
Incentive Salary: Formula to be determined, but not less
than $25,000 annually with 10% increase
each year of term
Fringe Benefits: Same as other Mid-States employees,
including paid family health insurance
Auto Allowance: $700 per month, plus reimbursement for
business mileage except for travel
between Fargo and Fergus Falls
CLE & CPE Allowance of $5,000 per year for
travel, registration, lodging, etc. in
connection with continuing education
qualifying for legal and CPA licenses
Vacations: 4 weeks paid per year
Outside Interests: Employee is permitted to devote time to
consulting director and ownership
interests in connection with the Bank
of ▇▇▇▇▇▇ and related companies or
interest. Additionally, Employee may
use administrative staff for
secretarial duties in connection with
such outside interest. Time devoted to
such interests may occur during normal
working hours.
Severance: If Employee should be terminated by
Employer for any reason (including for
just cause) or Employee shall elect to
resign from employment for Reasonable
Cause (defined below), Employer shall
immediately pay to Employee the amount
of $125,000 in full payment and release
of any and all future obligations of
Employee or Employer. "Reasonable
Cause" shall mean any of the following:
(i) the duties, responsibilities, or
titles of the Employee shall be
material modified, (ii) the principal
office location for Employee shall be
moved from Fargo, (iii) the Employee's
direct supervisor shall change, (iv)
all or substantially all of the
assets of the Employer are sold or
transferred, or 50% or more of the
equity interests in the Employer are
transferred in one or more
transactions; (iv) the Employer and
Employee shall be unable to agree for
any reason to extend the expiration
date of this employment contract prior
to the commencement of the final year
of the original five year term, or (v)
any material term or condition of this
contract is altered or breached by the
Employer without the consent of the
Employee.
Term: Five years from January 1, 1995.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ N. ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ N. ▇▇▇▇▇ ▇▇▇▇, Chair BOD Mid-States
Development, Inc.
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