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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Agreement, entered into this 16th day of August , 1994, between The
New Iberia Bank, Bancorp, (collectively referred to as the "Company") and Xx.
Xxxxxx Xxxxxx (the "Executive"),
W I T N E S E T H:
WHEREAS, the Company wishes to secure the Executive's services for the period
provided in this Agreement;
WHEREAS, the Executive wishes to provide his services on a full-time basis to
the Company for the period specified herein, according to the terms and
conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the promises and of the respective
representations, warranties and agreements stated herein, the Parties hereto
hereby agree to the following:
1. EMPLOYMENT
The Company agrees to employ the Executive and the Executive agrees to
be employed by the Company upon the conditions and terms provided herein.
2. POSITION AND RESPONSIBILITIES
During the period of his/her employment, the Executive will serve as
(title) of the Company, and will perform such other managerial duties which the
Company may decide to assign him from time to time commensurate with his title
and position. The Executive will perform these duties for the Company, as well
as for all affiliated entities or branches, according to the Company's
instructions.
3. TERM
The term of this Agreement shall be for a period of three (3) years
commencing with the date of this Agreement. Either party may terminate this
Agreement effective at the end of the two year term by written notice to the
other no later than 90 days before the expiration of the Agreement. If the
Agreement is not so terminated or otherwise modified, it shall renew itself for
a term of one year. Thereafter, the Agreement will renew itself for successive
one year terms unless terminated by notice by either party to the other at
least 60 days but no earlier than 90 days prior to the expiration of this
Agreement.
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4. SALARY
a. During the term of his employment, the Company will pay Executive,
in consideration of his services hereunder, an annual salary of at least
$95,000.00, in equal monthly installments. This salary is subject to annual
review and adjustment by the Board of Directors each December and will be
reflected in the form of a written amendment to this Agreement.
b. In addition to the above-mentioned salary, the Executive will be
entitled to hospitalization insurance coverage which will also include legal
members of his family provided he pay for said coverage. The annual premium
for his coverage will be paid by the Company for the Executive.
c. The Company will provide Executive with use of an automobile.
d. Executive will be reimbursed for any expenses incurred on behalf of
the Company in the discharge of his duties hereunder.
5. VACATION
Executive will be entitled each year to fifteen (15) days of paid
vacation, at a time convenient to the Company.
6. TERMINATION
a. This Agreement shall be terminated prior to the completion of
its term upon any one of the following occurrences:
i) Executive's inability because of illness or other physical
or mental disability, to perform his/her duties, as hereinabove set forth, for
a period of six consecutive months; or inability because of illness or other
physical or mental disability, to perform his/her duties, as hereinabove set
forth, for a period of six months during any twelve consecutive month period
from the date hereof, whether such disability is consecutive or not. The
Company shall attempt to reasonably accommodate any disability of the Executive
in accordance with the requirements of the Americans with Disabilities Act.
ii) The Executive commits, or is convicted of a felony or a
crime involving moral turpitude, the violation of any statute, rule or
regulation under the federal securities or banking laws, or the securities or
banking laws of the State of Louisiana that, in the good faith opinion of the
Board of Directors of the Company would seriously impair the Executive's
ability to perform his/her duties hereunder or would substantially impair the
business reputation of the Company.
iii) Executive's material breach of this Agreement;
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iv) The Company's material breach of this Agreement;
b. In the event this Agreement is terminated pursuant to paragraph 11,
the Executive shall be entitled a lump sum payment equal to three times the
Executive's then current salary. The Company is to procure standard disability
insurance coverage for 90% of base salary of Executive in the event Executive
becomes disabled, and is to continue present life insurance coverage for the
Executive.
c. In the event this Agreement is terminated pursuant to paragraph (a)
(ii) or (a) (iii) above, then there will be no further obligation on the part
of the Company other than to pay the Executive his salary up to the date of
termination.
d. In the event this Agreement is terminated pursuant to paragraph 6
(a) (iv) above, the Executive shall be entitled to the salary and benefits
under this Agreement for the balance of the uncompleted term of the Agreement.
7. OBLIGATIONS AND GUARANTEES OF THE EXECUTIVE
The Executive represents and warrants to the Company that he is not
bound by any contract or restriction or obligation which would be incompatible
with the execution of this Agreement or with the Company's rights hereunder;
8. CONFIDENTIAL INFORMATION
The Executive acknowledges that, during his employment hereunder, he
will be making use of, acquiring, and adding to confidential information of
special and unique value relating to such matters as, for example, cost
information and profit margin information. Executive acknowledges that such
information constitutes the exclusive property of the Company. For the
purposes of this Agreement, the term "confidential information" shall mean any
information of any nature and in any form which, at the time or times concerned
is not generally known to those persons engaged in business similar to that
conducted or contemplated by the Company. The Executive shall return all
tangible evidence of such confidential information to the Company prior to or
upon the termination of his employment. In addition, Executive agrees that he
will not (except for the benefit of or with the written consent of the Company,
its successors or assigns) during or after his term of employment hereunder,
disclose any of said confidential information to any person, firm or
corporation for any purpose whatsoever.
9. INDEMNIFICATION
The Company hereby agrees to indemnify the Executive for any
liabilities incurred by him/her in the performance of his/her duties hereunder
to the full extent permitted by law.
10. HEADINGS
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Section headings and other headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
11. CONSOLIDATION, MERGER OR SALE OF ASSETS
In the event of a future disposition of substantially all the
properties and business of the Company, by merger, consolidation, sale of
assets, or otherwise, then the Company may, with the Executive's approval,
elect to assign this Agreement and all of its rights and obligations hereunder
to the acquiring or surviving person or entity, provided that such person or
entity shall assume in writing all of the obligations of the Company hereunder.
If this Agreement is not so assigned or if the Executive chooses not to approve
the assignment of this Agreement to the acquiring entity, then the acquisition
shall act as a termination of the Agreement and the Company will pay the
Executive the lump sum referred to in paragraph 6 (b) above.
12. GOLDEN PARACHUTE LIMITATION
The severance benefit payable under this plan will be reduced to the
extent necessary to prevent payments under the Agreement from being "excess
parachute payments" under Section 280G of the Internal Revenue Code of 1986, as
amended.
13. INTEGRATED AGREEMENT
This Agreement, and such other documents and instruments as are
delivered in accordance with the terms hereof, constitute the entire
understanding and agreement among the parties hereto with respect to the
subject matter of this Agreement, and supersedes any other agreements,
understandings, restrictions, representations or warranties among the parties
other than those set forth herein or herein provided for.
14. SEVERABILITY
Each provision of this Agreement is intended to be severable. In the
event that any one or more of the provisions contained in this Agreement shall
by any reason be held to be invalid, illegal, or unenforceable, such holding
shall not affect the validity or enforceability of any other provision of this
Agreement, and this Agreement shall be construed as if such invalid, illegal,
or unenforceable provisions had never been contained herein; provided, however,
that no provision shall be severed if it is clearly apparent under the
circumstances that the parties would not have entered into this Agreement
without such provision.
15. AMENDMENTS
This Agreement may be amended or modified in all respects at any time,
but only by an instrument in writing executed by the parties hereto.
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16. WAIVER
The failure by any party to enforce any of its rights hereunder shall
not be deemed to be a waiver of such rights, unless such waiver is an express
written waiver which has been signed by the waiving party, and in the case of
the Company, expressly approved by its Board of Directors. Waiver of any one
breach shall not be deemed to be a waiver of any other breach of the same or
any other provision hereof.
17. CHOICE OF LAW
The validity of this Agreement, the construction of its terms and the
determination of the rights and duties of the parties hereto shall be governed
by and construed in accordance with the laws of the State of Louisiana.
18. COUNTERPART EXECUTIVE
This Agreement may be executed in separate counterparts, with the same
effect as if the parties hereto had signed the same document. Counterparts so
executed and delivered shall be deemed to be an original, shall be construed
together and shall constitute one Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
WITNESSES:
/s/ XXXXXX XXXXXXXXX /s/ XXXXXX XXXXXX
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XXXXXX XXXXXX (EXECUTIVE)
/s/ XXXXXXX X. XXXXXX By: /s/ XXXXX XXXXXXX, XX.
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XXXXX X. XXXXXXX, XX.,
CHAIRMAN OF THE BOARD
(COMPANY)
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EMPLOYMENT AGREEMENT ADDENDUM #1
The purpose of this writing is to reflect the new salary for 1996 in the
Employment Agreement as previously entered into between The New Iberia Bank and
The New Iberia Bancorp, Inc. (collectively referred to as the "Company") and
Xxxxxx Xxxxxx (the "Executive") on January 1, 1996, which is attached hereto
as Attachment B.
WHEREAS, the present agreement requires that any annual upward adjustment in
the Executive's pay shall be reflected in the form of a written amendment to
this agreement;
The Company and the Executive hereby agree to amend Section 4 a) of said
agreement as follows:
4. SALARY
a) During the term of his/her employment, the Company will pay
Executive, in consideration of his/her services hereunder, an
annual salary of at least $140,000 in equal monthly
installments. This salary is subject to annual review and
upward adjustment by the Board of Directors each December and
will be reflected in the form of a written amendment to this
Agreement.
IN WITNESS WHEREOF, the parties, hereto have executed this Employment Agreement
Addendum #1 on this 15th day of February, 1996.
/s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
The New Iberia Bank
The New Iberia Bancorp, Inc.
By: /s/ XXXXX X. XXXXXXX, XX.
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