EXHIBIT 10(12)
EMPLOYMENT AGREEMENT
This Agreement, made and dated as of August 2, 2004, by and between Lincoln
Bank, a federal savings bank ("Employer"), and Xxxxx X. Xxxxx, a resident of
Xxxxxxx County, Indiana ("Employee").
W I T N E S S E T H
WHEREAS, Employee is employed by Employer as its Executive Vice President
and Chief Operating Officer and has made valuable contributions to the
profitability and financial strength of Employer;
WHEREAS, Employer desires to encourage Employee to continue to make
valuable contributions to Employer's business operations and not to seek or
accept employment elsewhere;
WHEREAS, Employee desires to be assured of a secure minimum compensation
from Employer for his services over a defined term;
WHEREAS, Employer desires to assure the continued services of Employee on
behalf of Employer on an objective and impartial basis and without distraction
or conflict of interest in the event of an attempt by any person to obtain
control of Employer or Lincoln Bancorp (the "Holding Company"), the Indiana
corporation which owns all of the issued and outstanding capital stock of
Employer;
WHEREAS, Employer recognizes that when faced with a proposal for a change
of control of Employer or the Holding Company, Employee will have a significant
role in helping the Boards of Directors assess the options and advising the
Boards of Directors on what is in the best interests of Employer, the Holding
Company, and its shareholders, and it is necessary for Employee to be able to
provide this advice and counsel without being influenced by the uncertainties of
his own situation;
WHEREAS, Employer desires to provide fair and reasonable benefits to
Employee on the terms and subject to the conditions set forth in this Agreement;
WHEREAS, Employer desires reasonable protection of its confidential
business and customer information which it has developed over the years at
substantial expense and assurance that Employee will not compete with Employer
for a reasonable period of time after termination of his employment with
Employer, except as otherwise provided herein.
NOW, THEREFORE, in consideration of these premises, the mutual covenants
and undertakings herein contained and the continued employment of Employee by
Employer as its Executive Vice President and Chief Operating Officer, Employer
and Employee, each intending to be legally bound, covenant and agree as follows:
1. Upon the terms and subject to the conditions set forth in this
Agreement, Employer employs Employee as its Executive Vice President and Chief
Operating Officer, and Employee accepts such employment.
1
2. Employee agrees to serve as Executive Vice President and Chief Operating
Officer of Employer and to perform such duties in those offices as may
reasonably be assigned to him by Employer's Board of Directors; provided,
however, that such duties shall be performed in or from the offices of Employer
currently located at Greenwood, Indiana, and shall be of the same character as
those previously performed by Employee and generally associated with the offices
held by Employee. Employee shall render services to Employer as Executive Vice
President and Chief Operating Officer of Employer in substantially the same
manner and to substantially the same extent as Employee rendered his services to
First Bank before the date hereof. While employed by Employer, Employee shall
devote substantially all his business time and efforts to Employer's business
during regular business hours and shall not engage in any other related
business.
3. It is anticipated that Employee shall be appointed to serve as President
and Chief Executive Officer of Employer no later than December 31, 2005.
4. During the term of this Agreement, Employer shall nominate the Employee
to successive terms as a member of Employer's Board of Directors and shall use
its best efforts to elect and re-elect Employee as a member of such Board and to
cause Employee to be nominated, elected and re-elected as a member of Holding
Company's Board of Directors. Employee shall receive additional compensation and
benefits as are provided from time to time to any other member of Employer's
Board of Directors who is also an officer of Employer, but the Employee
acknowledges that currently there is no such additional compensation being paid
and that there may never be any such additional compensation.
5. The term of this Agreement shall begin on the date set forth above (the
"Effective Date") and shall end on the date which is three years following such
date; provided, however, that such term shall be extended automatically for an
additional year on each anniversary of the Effective Date if Employer's Board of
Directors determines by resolution that the performance of the Employee has met
the Board's requirements and standards and that this Agreement should be
extended prior to such anniversary of the Effective Date, unless either party
hereto gives written notice to the other party not to so extend within ninety
(90) days prior to such anniversary, in which case no further automatic
extension shall occur and the term of this Agreement shall end two years
subsequent to the anniversary as of which the notice not to extend for an
additional year is given (such term, including any extension thereof shall
herein be referred to as the "Term"). Notwithstanding the foregoing, the Term
may end earlier upon the occurrence of any event described in Section 9.
In the event of termination pursuant to Section 5, subject to the
occurrence of another event described in Section 9, compensation provided for
herein (including Base Compensation) shall continue to be paid, and Employee
shall continue to participate in the employee benefit, retirement, and
compensation plans and other perquisites as provided in Sections 6, 7 and 8
hereof through and until the end of the remaining two years of the Term. Any
benefits payable under insurance, health, retirement and bonus plans as a result
of Employee's participation in such plans through such date shall be paid when
due under those plans.
6. Employee shall receive an annual salary of $185,000 ("Base
Compensation") payable at regular intervals in accordance with Employer's normal
payroll practices now or
2
hereafter in effect. Employer may consider and declare from time to time
increases in the salary it pays Employee and thereby increases in his Base
Compensation. Prior to a Change of Control, Employer may also declare decreases
in the salary it pays Employee if the operating results of Employer are
significantly less favorable than those for the fiscal year ending December 31,
2004, and Employer makes similar decreases in the salary it pays to other
executive officers of Employer. After a Change in Control, Employer shall
consider and declare salary increases based upon the following standards:
Inflation;
Adjustments to the salaries of other senior management personnel; and
Past performance of Employee and the contribution which Employee makes
to the business and profits of Employer during the Term.
Any and all increases or decreases in Employee's salary pursuant to this Section
shall cause the level of Base Compensation to be increased or decreased by the
amount of each such increase or decrease for purposes of this Agreement. The
increased or decreased level of Base Compensation as provided in this Section
shall become the level of Base Compensation for the remainder of the Term of
this Agreement until there is a further increase or decrease in Base
Compensation as provided herein.
7. So long as Employee is employed by Employer pursuant to this Agreement,
he shall be included as a participant in all present and future employee
benefit, retirement, and compensation plans available to any management employee
of Employer, consistent with his Base Compensation and his positions as
Executive Vice President and Chief Operating Officer of Employer, including,
without limitation, Employer's or the Holding Company's pension plan, 401(k)
plan, Stock Option Plan, Recognition and Retention Plan and Trust, Employee
Stock Ownership Plan, and hospitalization, disability and group life insurance
plans, each of which Employer agrees to continue in effect on terms no less
favorable than those currently in effect as of the date hereof (as permitted by
law) during the Term of this Agreement unless prior to a Change of Control the
operating results of Employer are significantly less favorable than those for
the fiscal year ending December 31, 2004, and unless (either before or after a
Change of Control) changes in the accounting, legal, or tax treatment of such
plans would adversely affect Employer's operating results or financial condition
in a material way, and the Board of Directors of Employer or the Holding Company
concludes that modifications to such plans need to be made to avoid such adverse
effects. However, Employer may freeze or terminate the Lincoln Bank Financial
Institutions Retirement Fund without violating its obligations contained in this
Agreement, nor shall Employer be obligated to provide a replacement plan or
benefit of equivalent value.
In addition to the foregoing, a nonqualified stock option for a total of
seventy thousand (70,000) shares of Common Stock of Lincoln Bancorp shall be
granted to Employee as of the Effective Date. The option price shall be one
hundred percent (100%) of the fair market value of one (1) share of Common Stock
of Lincoln Bancorp as of the Effective Date as determined
3
in accordance with the Lincoln Bancorp Stock Option Plan, such option may not be
exercised more than ten (10) years from the date of this grant, and such option
shall otherwise be subject in all respects to the terms and conditions of the
Lincoln Bancorp Stock Option Plan.
8. So long as Employee is employed by Employer pursuant to this Agreement,
Employee shall receive reimbursement from Employer for all reasonable business
expenses incurred in the course of his employment by Employer, upon submission
to Employer of written vouchers and statements for reimbursement. Employee shall
attend, upon the prior approval of Employer's Board of Directors, those
professional meetings, conventions, and/or similar functions that he deems
appropriate and useful for purposes of keeping abreast of current developments
in the industry and/or promoting the interests of Employer. So long as Employee
is employed by Employer pursuant to the terms of this Agreement, Employer shall
continue in effect vacation policies applicable to Employee no less favorable
from his point of view than those written vacation policies in effect on the
date hereof. So long as Employee is employed by Employer pursuant to this
Agreement, Employee shall be entitled to office space and working conditions no
less favorable than were in effect for him on the date hereof.
9. Subject to the respective continuing obligations of the parties,
including but not limited to those set forth in subsections 11(A), 11(B), 11(C)
and 11(D) hereof, Employee's employment by Employer may be terminated prior to
the expiration of the Term of this Agreement as follows:
(A) Employer, by action of its Board of Directors and upon written
notice to Employee, may terminate Employee's employment with Employer
immediately for cause. For purposes of this subsection 9(A), "cause" shall
be defined as (i) personal dishonesty, (ii) incompetence, (iii) willful
misconduct, (iv) breach of fiduciary duty involving personal profit, (v)
intentional failure to perform stated duties, (vi) willful violation of any
law, rule, or regulation (other than traffic violations or similar
offenses) or final cease-and-desist order, or (vii) any material breach of
any provision of this Agreement.
(B) Employer, by action of its Board of Directors may terminate
Employee's employment with Employer without cause at any time; provided,
however, that the "date of termination" for purposes of determining
benefits payable to Employee under subsection 10(B) hereof shall be the
date which is 60 days after Employee receives written notice of such
termination.
(C) Employee, by written notice to Employer, may terminate his
employment with Employer immediately for cause. For purposes of this
subsection 9(C), "cause" shall be defined as (i) any action by Employer's
Board of Directors to remove the Employee as Executive Vice President or
Chief Operating Officer of Employer, except for title changes contemplated
by this Agreement and other promotions, if any, and except where the
Employer's Board of Directors properly acts to remove Employee from such
office for "cause" as defined in subsection 9(A) hereof, (ii) any action by
Employer's Board of Directors to materially limit, increase, or modify
Employee's duties and/or authority as Executive Vice President and Chief
Operating Officer of Employer,
4
except for changes commensurate with title changes contemplated by this
Agreement or other promotions, if any, (iii) any failure of Employer to
obtain the assumption of the obligation to perform this Agreement by any
successor or the reaffirmation of such obligation by Employer, as
contemplated in Section 22 hereof; (iv) Holding Company's failure to use
its best efforts to cause Employer to convert from a federal savings bank
to an Indiana commercial state bank no later than one year after the
Effective Time; or (v) any material breach by Employer of a term, condition
or covenant of this Agreement. Employer's failure to appoint Employee to
serve as President and Chief Executive Officer of Employer no later than
December 31, 2005 shall not constitute a material breach of this Agreement.
(D) Employee, upon sixty (60) days written notice to Employer, may
terminate his employment with Employer without cause.
(E) Employee's employment with Employer shall terminate in the event
of Employee's death or disability. For purposes hereof, "disability" shall
be defined as Employee's inability by reason of illness or other physical
or mental incapacity to perform the duties required by his employment for
any consecutive One Hundred Eighty (180) day period, provided that notice
of any termination by Employer because of Employee's "disability" shall
have been given to Employee prior to the full resumption by him of the
performance of such duties.
10. In the event of termination of Employee's employment with Employer
pursuant to Section 9 hereof, compensation shall continue to be paid by Employer
to Employee as follows:
(A) In the event of termination pursuant to subsection 9(A) or 9(D),
compensation provided for herein (including Base Compensation) shall
continue to be paid, and Employee shall continue to participate in the
employee benefit, retirement, and compensation plans and other perquisites
as provided in Sections 6, 7 and 8 hereof, through the date of termination
specified in the notice of termination. Any benefits payable under
insurance, health, retirement and bonus plans as a result of Employee's
participation in such plans through such date shall be paid when due under
those plans. The date of termination specified in any notice of termination
pursuant to subsection 9(A) shall be no later than the last business day of
the month in which such notice is provided to Employee.
(B) In the event of termination pursuant to subsection 9(B) or 9(C),
compensation provided for herein (including Base Compensation) shall
continue to be paid, and Employee shall continue to participate in the
employee benefit, retirement, and compensation plans and other perquisites
as provided in Sections 6, 7 and 8 hereof, through the date of termination
specified in the notice of termination. Any benefits payable under
insurance, health, retirement and bonus plans as a result of Employee's
participation in such plans through such date shall be paid when due under
those plans. In addition, Employee shall be entitled to continue to receive
from Employer his Base Compensation at the rates in effect at the time of
termination (1) for three additional l2-month periods if the termination
5
follows a Change of Control or (2) for the remaining Term of the Agreement,
but not less than six (6) months, if the termination does not follow a
Change of Control. In addition, during such periods and except as otherwise
specifically provided herein, Employer will maintain in full force and
effect for the continued benefit of Employee each employee welfare benefit
plan and each employee pension benefit plan (as such terms are defined in
the Employee Retirement Income Security Act of 1974, as amended) in which
Employee was entitled to participate immediately prior to the date of his
termination unless an essentially equivalent and no less favorable benefit
is provided by a subsequent employer of Employee. If the terms of any
employee welfare benefit plan or employee pension benefit plan of Employer
do not permit continued participation by Employee, Employer will arrange to
provide to Employee a benefit substantially similar to, and no less
favorable than, the benefit he was entitled to receive under such plan at
the end of the period of coverage. For purposes of this Agreement, a
"Change of Control" shall mean an acquisition of "control" of the Holding
Company or of Employer within the meaning of 12 C.F.R. ss.574.4(a) (other
than a change of control resulting from a trustee or other fiduciary
holding shares of Common Stock under an employee benefit plan of the
Holding Company or any of its subsidiaries). Notwithstanding anything to
the contrary in the foregoing, any benefits payable under this subsection
8(B) shall be subject to the limitations on severance benefits set forth in
Section 310 of the OTS Thrift Activities Bulletin, as in effect on the
Effective Date.
(C) In the event of termination pursuant to subsection 9(E),
compensation provided for herein (including Base Compensation) shall
continue to be paid, and Employee shall continue to participate in the
employee benefit, retirement, and compensation plans and other perquisites
as provided in Sections 6, 7 and 8 hereof, (i) in the event of Employee's
death, through the date of death, or (ii) in the event of Employee's
disability, through the date of proper notice of disability as required by
subsection 9(E). Any benefits payable under insurance, health, retirement
and bonus plans as a result of Employer's participation in such plans
through such date shall be paid when due under those plans.
(D) Employer will permit Employee or his personal representative(s) or
heirs, during a period of three months following Employee's termination of
employment by Employer for the reasons set forth in subsections 9(B), (C)
or (E), if such termination follows a Change of Control, to require
Employer, upon written request, to purchase all outstanding stock options
previously granted to Employee under any Holding Company stock option plan
then in effect whether or not such options are then exercisable at a cash
purchase price equal to the amount by which the aggregate "fair market
value" of the shares subject to such options exceeds the aggregate option
price for such shares. For purposes of this Agreement, the term "fair
market value" shall mean the higher of (1) the average of the highest asked
prices for Holding Company shares in the over-the-counter market as
reported on the NASDAQ system if the shares are traded on such system for
the 30 business days preceding such termination, or (2) the average per
share price actually paid for the most highly priced 1% of the Holding
Company
6
shares acquired in connection with the Change of Control of the Holding
Company by any person or group acquiring such control.
11. In order to induce Employer to enter into this Agreement, Employee
hereby agrees as follows:
(A) While Employee is employed by Employer and for a period of three
years after termination of such employment, Employee shall not divulge or
furnish any trade secrets (as defined in IND. CODE ss. 24-2-3-2) of
Employer or any confidential information acquired by him while employed by
Employer concerning the policies, plans, procedures or customers of
Employer to any person, firm or corporation, other than Employer or upon
its written request, or use any such trade secret or confidential
information directly or indirectly for Employee's own benefit or for the
benefit of any person, firm or corporation other than Employer, since such
trade secrets and confidential information are confidential and shall at
all times remain the property of Employer.
(B) For a period of two years after termination of Employee's
employment by Employer for reasons other than those set forth in
subsections 9(B) or (C) of this Agreement, Employee shall not directly or
indirectly provide banking or bank-related services to or solicit the
banking or bank-related business of any customer of Employer at the time of
such provision of services or solicitation which Employee served either
alone or with others while employed by Employer in any city, town, borough,
township, village or other place in which Employee performed services for
Employer while employed by it, or assist any actual or potential competitor
of Employer to provide banking or bank-related services to or solicit any
such customer's banking or bank-related business in any such place.
Notwithstanding the foregoing, the period for application of this
restriction in subsection 11(B) shall be reduced from two years to six
months following termination of Employee's employment: (i) in the event of
termination under Section 5 if Employer provides the notice not to extend
for an additional year or (ii) if Employer fails to appoint Employee as
President and Chief Executive Officer of Employer by December 31, 2005.
(C) While Employee is employed by Employer and for a period of one
year after termination of Employee's employment by Employer for reasons
other than those set forth in subsections 9(B) or (C) of this Agreement,
Employee shall not, directly or indirectly, as principal, agent, or
trustee, or through the agency of any corporation, partnership, trade
association, agent or agency, engage in any banking or bank-related
business which competes with the business of Employer as conducted during
Employee's employment by Employer if Employee's office with the competing
business is within a radius of twenty-five (25) miles of Employer's
Greenwood office or within twenty-five (25) miles of Employer's main
office. (Notwithstanding the foregoing, ownership of less than 2% of a
class of publicly held securities in any corporation shall not violate the
provisions of this subsection (C).) Furthermore, notwithstanding the
foregoing, the period for application of this restriction in subsection
11(C) shall be reduced from one year
7
to six months following termination of Employee's employment: (i) in the
event of termination under Section 5 if Employer provides the notice not to
extend for an additional year or (ii) if Employer fails to appoint Employee
as President and Chief Executive Officer of Employer by December 31, 2005.
(D) If Employee's employment by Employer is terminated hereunder for
any reason, Employee will turn over immediately thereafter to Employer all
business correspondence, letters, papers, reports, customers' lists,
financial statements, credit reports or other confidential information or
documents of Employer or its affiliates in the possession or control of
Employee, all of which writings are and will continue to be the sole and
exclusive property of Employer or its affiliates.
If Employee's employment by Employer is terminated during the Term of this
Agreement for reasons set forth in subsections 9(B) or (C) of this Agreement,
Employee shall have no obligations to Employer with respect to the
noncompetition provisions under this Section 11.
12. Any termination of Employee's employment with Employer as contemplated
by Section 9 hereof, except in the circumstances of Employee's death, shall be
communicated by written "Notice of Termination" by the terminating party to the
other party hereto. Any "Notice of Termination" pursuant to subsections 9(A),
9(C) or 9(E) shall indicate the specific provisions of this Agreement relied
upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for such termination.
13. If Employee is suspended and/or temporarily prohibited from
participating in the conduct of Employer's affairs by a notice served under
section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. ss.
1818(e)(3) or (g)(1)), Employer'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, Employer shall (i) pay Employee 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.
14. If Employee is removed and/or permanently prohibited from participating
in the conduct of Employer's affairs by an order issued under section 8(e)(4) or
(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. ss. 1818(e)(4) or
(g)(1)), all obligations of Employer under this Agreement shall terminate as of
the effective date of the order, but vested rights of the parties to the
Agreement shall not be affected.
15. If Employer is in default (as defined in section 3(x)(1) of the Federal
Deposit Insurance Act), all obligations under this Agreement shall terminate as
of the date of default, but this provision shall not affect any vested rights of
Employer or Employee.
16. All obligations under this Agreement shall be terminated except to the
extent determined that the continuation of the Agreement is necessary for the
continued operation of Employer: (i) by the Director of the Office of Thrift
Supervision or his or her designee (the "Director"), at the time the Federal
Deposit Insurance Corporation enters into an agreement to provide assistance to
or on behalf of Employer under the authority contained in Section 13(c) of
8
the Federal Deposit Insurance Act; or (ii) by the Director at the time the
Director approves a supervisory merger to resolve problems related to operation
of Employer or when Employer is determined by the Director to be in an unsafe
and unsound condition. Any rights of the parties that have already vested,
however, shall not be affected by such action.
17. Anything in this Agreement to the contrary notwithstanding, in the
event that the Employer's independent public accountants determine that any
payment by the Employer to or for the benefit of the Employee, whether paid or
payable pursuant to the terms of this Agreement, would be non-deductible by the
Employer for federal income tax purposes because of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), then the amount payable to or for
the benefit of the Employee pursuant to this Agreement shall be reduced (but not
below zero) to the Reduced Amount. For purposes of this Section 17, the "Reduced
Amount" shall be the amount which maximizes the amount payable without causing
the payment to be non-deductible by the Employer because of Section 280G of the
Code. Any payments made to Employee pursuant to this Agreement or otherwise, are
subject to and conditional upon their compliance with 12 U.S.C. ss.1828(k) and
FDIC regulation 12 C.F.R. Part 359 (Golden Parachute and Indemnification
Payments) and any other regulations promulgated thereunder, to the extent
applicable to such parties.
18. If a dispute arises regarding the termination of Employee pursuant to
Section 9 hereof or as to the interpretation or enforcement of this Agreement
and Employee obtains a final judgment in his favor in a court of competent
jurisdiction or his claim is settled by Employer prior to the rendering of a
judgment by such a court, all reasonable legal fees and expenses incurred by
Employee in contesting or disputing any such termination or seeking to obtain or
enforce any right or benefit provided for in this Agreement or otherwise
pursuing his claim shall be paid by Employer, to the extent permitted by law.
19. Should Employee die after termination of his employment with Employer
while any amounts are payable to him hereunder, this Agreement shall inure to
the benefit of and be enforceable by Employee's executors, administrators,
heirs, distributees, devisees and legatees and all amounts payable hereunder
shall be paid in accordance with the terms of this Agreement to Employee's
devisee, legatee or other designee or, if there is no such designee, to his
estate.
20. For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been given
when delivered or mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
If to Employee: Xxxxx X. Xxxxx
000 Xxxxx Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
If to Employer: Lincoln Bank
0000 X. Xxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxxx, Xxxxxxx 00000-0000
9
or to such address as either party hereto may have furnished to the other party
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
21. The validity, interpretation, and performance of this Agreement shall
be governed by the laws of the State of Indiana, except as otherwise required by
mandatory operation of federal law.
22. Employer shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of Employer, by agreement in form and substance satisfactory
to Employee to expressly assume and agree to perform this Agreement in the same
manner and same extent that Employer would be required to perform it if no such
succession had taken place. Failure of Employer to obtain such agreement prior
to the effectiveness of any such succession shall be a material intentional
breach of this Agreement and shall entitle Employee to terminate his employment
with Employer pursuant to subsection 9(C) hereof. As used in this Agreement,
"Employer" shall mean Employer as hereinbefore defined and any successor to its
business or assets as aforesaid.
23. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
Employee and Employer. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of dissimilar provisions or conditions at the same or any prior
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement.
24. The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provisions of this
Agreement which shall remain in full force and effect.
25. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same agreement.
26. This Agreement is personal in nature and neither party hereto shall,
without consent of the other, assign or transfer this Agreement or any rights or
obligations hereunder except as provided in Section 19 and Section 22 above.
Without limiting the foregoing, Employee's right to receive compensation
hereunder shall not be assignable or transferable, whether by pledge, creation
of a security interest or otherwise, other than a transfer by his will or by the
laws of descent or distribution as set forth in Section 19 hereof, and in the
event of any attempted assignment or transfer contrary to this paragraph,
Employer shall have no liability to pay any amounts so attempted to be assigned
or transferred.
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed
and delivered as of the day and year first above set forth.
LINCOLN BANK
By: /s/ T. Xxx Xxxxx
---------------------------------------
T. Xxx Xxxxx, President
"Employer"
/s/ Xxxxx X. Xxxxx
------------------------------------------
Xxxxx X. Xxxxx
"Employee"
The undersigned, Lincoln Bancorp, sole shareholder of Employer, agrees that
if it shall be determined for any reason that any obligations on the part of
Employer to continue to make any payments due under this Agreement to Employee
is unenforceable for any reason, Lincoln Bancorp, agrees to honor the terms of
this Agreement and continue to make any such payments due hereunder to Employee
pursuant to the terms of this Agreement.
During Employee's active employment by Employer, Lincoln Bancorp shall
nominate Employee to successive terms as a member of Lincoln Bancorp's Board of
Directors and as Lincoln Bancorp's Vice Chairman. Lincoln Bancorp shall use its
best efforts to elect and re-elect Employee as a member of such Board and Vice
Chairman. While serving as the Vice Chairman of Lincoln Bancorp and as a
director of Lincoln Bancorp, Employee shall be entitled to the same benefits and
compensation for services as provided to the Chairman and other employee
directors of Lincoln Bancorp.
Furthermore, it is anticipated that following retirement of the current
President and Chief Executive Officer of Lincoln Bancorp, Employee shall then be
appointed to the positions of President and Chief Executive Officer of Lincoln
Bancorp.
LINCOLN BANCORP
By: /s/ T. Xxx Xxxxx
---------------------------------------
T. Xxx Xxxxx, President
