EXHIBIT 10.10
HIGH COUNTRY BANCORP, INC.
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Guaranty Agreement
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THIS AGREEMENT is entered into this 30/th/ day of April, 1998 (the
"Effective Date"), by and between High Country Bancorp, Inc. (the "Company") and
Xxxxxxx X. XxXxx (the "Employee").
WHEREAS, the Employee has heretofore been employed by Salida Building &
Loan Association (the "Association"), and has entered into a change-in-control
protective agreement (the "Association Agreement") dated April 30, 1998, with
the Employee; and
WHEREAS, the Board of Directors (the "Board") of the Company believes it is
in the best interests of the Company to enter into this Agreement with the
Employee in order to assure continuity of management of the Association and to
reinforce and encourage the long-term retention of the Employee; and
WHEREAS, the parties desire by this writing to set forth the Company's
commitment to guarantee the Association's obligations under the Association
Agreement with the Employee.
NOW, THEREFORE, it is AGREED as follows:
1. Consideration from Company: Joint and Several Liability. The Company
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hereby agrees that to the extent permitted by law, it shall be jointly and
severally liable with the Association for the payment of all amounts due under
the Association Agreement, provided that Section 6 of the Association Agreement
shall be innaplicable to this Agreement. The Board may in its discretion at any
time during the term of this Agreement agree to pay the Employee a base salary
for the remaining term of this Agreement. If the Board agrees to pay such
salary, the Board shall thereafter review, not less often than annually, the
rate of the Employee's salary, and in its sole discretion may decide to increase
his salary.
2. Discretionary Bonuses; Participation in Retirement, Medical and Other
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Plans. The Employee shall participate in an equitable manner with all other
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senior management employees of the Company in discretionary bonuses that the
Board may award from time to time to the Company's senior management employees,
as well as in (i) any of the following plans or programs that the Company may
now or in the future maintain: group hospitalization, disability, health,
dental, sick leave, life insurance, travel and/or accident insurance, auto
allowance/auto lease, retirement, pension, and/or other present or future
qualified plans provided by the Company, generally which benefits, taken as a
whole, must be at least as favorable as those in effect on the Effective Date;
and (ii) any fringe benefits which are or may become available to
the Company's senior management employees, including for example: any stock
option or incentive compensation plans, and any other benefits which are
commensurate with the responsibilities and functions to be performed by the
Employee under this Agreement.
3. Indemnification. The Company agrees that its Bylaws shall continue
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to provide for indemnification of directors, officers, employees and agents of
the Company, including the Employee, during the full term of this Agreement, and
to at all times provide adequate insurance for such purposes.
4. Successors and Assigns.
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(a) Company. This Agreement shall inure to the benefit of and be
binding upon any corporate or other successor of the Company which shall
acquire, directly or indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets or stock of the Company.
(b) Attachment. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or
to exclusion, attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect.
5. Amendments. No amendments or additions to this Agreement shall be
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binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.
6. Applicable Law. Except to the extent preempted by Federal law, the
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laws of the State of Colorado shall govern this Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.
7. Severability. The provisions of this Agreement shall be deemed
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severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
8. Entire Agreement. This Agreement, together with any understanding or
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modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.
ATTEST: HIGH COUNTRY BANCORP, INC.
/s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxx X. Xxxxxxxx
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Secretary Its Chairman of the Board
WITNESS:
/s/ Xxxxx Xxxxxx /s/ Xxxxxxx X. XxXxx
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Xxxxxxx X. XxXxx
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