Exhibit 10.1 -- Employment Agreement with Xxxx X. Xxxx
AGREEMENT
AGREEMENT, dated this 19th day of June, 1995, between COMMUNITY BANK
SHARES OF INDIANA, INC. ("The Corporation") and COMMUNITY BANK SHARES OF
INDIANA, INC., acting for a corporation to be formed and to be known as HERITAGE
BANKING COMPANY, a state chartered bank, (the "Bank") sometimes hereafter
referred to together as the "Employers" and Xxxx Xxxx (the "Executive")
PREMISES
A. The Corporation is in the process of trying to form a new state
chartered bank, which state chartered bank shall be call Heritage Banking
Company if approved by the appropriate federal and state agencies.
B. The Corporation shall be the majority shareholder of the Bank.
C. The Corporation needs to identify its proposed officers for the
approval process.
D. Executive is willing to serve as an officer of the Bank if it
is approved.
E. In order to induce the Executive to serve as the Chairman of
the Bank, the Employers and the Executive desire to enter into this Agreement to
specify the terms of the Executive's employment,
NOW THEREFORE, in consideration of the Premises and the mutual
agreements herein contained, the parties hereby agree as follows:
1. Definitions. The following words and terms shall have the
meanings set forth below for the purposes of this Agreement.
(a) Average Annual Compensation. The Executive's
"Average Annual Compensation" for purposes of this Agreement shall be deemed to
mean the average level of compensation paid to the Executive by the Employers or
any subsidiary thereof during the most recent five taxable years preceding the
Date of Termination, as reflected in the annual W-2 and Tax Statement provided
to the Executive.
(b) Base Salary. "Base Salary" shall have the meaning
set forth in Section 3(a) hereof.
(c) Cause. Termination of the Executive's employment for
"Cause" shall mean termination because of personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful violation
of any law, rule or regulation (other than traffic violations and similar
offenses) or final cease-and-desist order or material breach of any provision of
this Agreement.
(d) Change in Control of the Corporation or The Bank. (A)
"Change in Control of Corporation or the Bank" shall be deemed to have occurred
if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 ("Exchange Act") is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation or the Bank representing 25% or
more of the combined voting power of the Corporation's or Pre Bank's then
outstanding securities.
(e) Code. "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(f) Date of Termination. "Date of Termination" shall mean (i) if the
Executive's employment is terminate for Cause or for Disability, the date
specified in the Notice of Termination, and (ii) if the Executive's employment
is terminated for any reason, the date on which a Notice of Termination is given
or as specified in such Notice.
(g) Disability. Termination by the Employers of the Executives'
employment based on "Disability" shall mean termination because of any physical
or mental impairment which qualifies the Executive for disability benefits under
the applicable long-term disability plan maintained by the Employers or any
subsidiary or, if no such plan applies, which would qualify the Executive for
disability benefits under the Federal Social Security System.
(h) Good Reason. Termination by the Executive of the Executive's
employment for "Good Reason" shall mean termination by the Executive following a
Change in Control of the Corporation based on:
(i) Without the Executive's express written consent, the
failure to elect or to re-elect or to appoint or to re-appoint
the Executive to the office of Chairman of the Bank or a
material reduction by the Employers in the Executive's
functions, duties or responsibilities as Chairman of the Bank
or from those immediately prior to a Change in Control of the
Corporation/Bank;
(ii) Without the Executive's express written
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consent, a material reduction by the Employers in the
Executive's Base Salary as the same may be increased from
time to time or, except to the extent permitted by Section
3(b) hereof, a material reduction in the package of fringe
benefits provided to the Executive, taken as a whole;
(iii) The principal executive office of the Employers is
relocated outside of a 30 mile radius of Jeffersonville,
Indiana or, without the Executive's express written consent,
the Employers require the Executive to be based anywhere
other than an area within a 30 mile radius of the Employers'
principal executive office, except for required travel on
business of the Employers.
(iv) Any purported termination of the Executive's employment
for Cause, Disability or Retirement which is not effected
pursuant to a Notice of Termination satisfying the
requirements of paragraph (j) below; or
(v) The failure by the Employers to obtain the assumption of
and agreement to perform this Agreement by any successor as
contemplated in Section 9 hereof.
(i) IRS. IRS shall mean the Internal Revenue Service.
(j) Notice of Termination. Any purported termination of the Executive's
employment by the Employers for any reason, including without limitation, for
Cause, Disability or Retirement, or by the Executive for any reason, including
without limitation for Good Reason, shall be communicated by written "Notice of
Termination" to the other party hereto. For purposes of this Agreement, a
"Notice of Termination" shall mean a dated notice which (i) indicates the
specific termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so indicated, (iii)
specifies a Date of Termination, which shall be not less than thirty (30) nor
more than ninety (90) days after such Notice of Termination is given, except in
the case of the Employers termination of Executive's employment for Cause, which
shall be effective immediately; and (iv) is given in the manner specified in
Section 10 hereof.
(k) Retirement. Termination by the Employers of the Executive's
employment based on "Retirement" shall mean voluntary termination by the
Executive in accordance with
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the Employers' retirement policies, including early retirement, generally
applicable to their salaried employees.
2. Term of Employment.
(a) The Employers hereby employ the Executive as Chairman of the Bank
and Executive hereby accepts said employment and agrees to render such services
to the Employers on the terms and conditions set forth in this Agreement. The
term of employment under this Agreement shall be for three years, commencing on
the date of this Agreement. This Agreement will automatically renew each year
for the three (3) year period until 2003, unless changes are agreed to in
writing by both parties, or unless terminated as provided for in this Agreement;
and in any event the term of employment will terminate eight years from the date
of execution hereof.
(b) During the term of this Agreement, the Executive shall perform
such executive services for the Employers as may be consistent with his titles
and from time to time assigned to him by the Employers' Board of Directors.
3. Compensation and Benefits.
(a) The Employers shall compensate and pay Executive for his services
during the term of this Agreement at a minimum base salary of $70,000.00 per
year ("Base Salary"), which may be increased from time to time in such amounts
as may be determined by the Board of Directors of the Employers. In addition to
his Base Salary, the Executive shall receive a board meeting fee of Four Hundred
Dollars ($400.00) per month (with two paid absences). In addition to his Base
Salary, the Executive shall be entitled to receive during the term of this
Agreement the following bonus payments under the following terms:
(i) Deposit Objective Based Bonuses: A bonus shall be
paid to Executive if certain objectives are met.
First Anniversary: If the Average Deposits are
$18,000,000.00, the Executive shall be paid a bonus
of $5,000.00. In addition, Executive shall be paid an
additional bonus of $1,000.00 for every million
dollars of Average Deposits in excess of
$18,000,000.00.
Second Anniversary: If the Average Deposits are
$35,000,000.00 or the prior year's actual deposits
base plus 15%, whichever is greater, then Executive
shall be paid a bonus of
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$10,000.00. In addition, Executive shall be paid an
additional bonus of $1,000.00 for every million
dollars of Average Deposits in excess of
$35,000,000.00 or the prior year's actual Deposit
Base plus 15%, whichever is greater.
Third Anniversary: If the Average Deposits
are $50,000,000.00 or the prior year's actual Deposit
base plus l5%, whichever is greater, then Executive
shall be paid a bonus of $15,000.00. In addition,
Executive shall be paid an additional bonus of
$1,000.00 for every million dollars of Average
Deposits in excess of $50,000,000.00 or the prior
year's actual Deposit Base plus 15%, whichever is
greater.
For purposes of this section, Average Deposit, and
Deposit Base shall mean the average of deposits
for the period of two months prior to the end of the
month closest to the first, second, or third
anniversary of the opening date of the Bank's first
full service banking location. The average deposits
shall be calculated by taking the total of the bank
deposits on the first, fifteenth, and last days of
those two months and dividing by six. Bank deposits
for purposes of this section shall not include jumbo
CD's which are certificates of deposit in excess
of One Hundred Thousand Dollars ($100,000.00).
(ii) Return on Assets Based Bonus: A bonus shall be paid
to Executive if Executive qualifies for a bonus under the
Deposit Objective Based Bonus for that year, and if certain
objectives are met.
First Anniversary: If the Bank's annual after tax
Return of Assets is .10 of one percent or better,
then Executive shall be paid a bonus
equal to one-half of the bonus he received under
the Deposit Objective
Bonus for the First Anniversary.
Second Anniversary: If the Bank's annual after tax
Return on Assets is .75 of one percent or better,
then Executive shall per paid a bonus equal to
one-half of the bonus he received under the Deposit
Objective Bonus for the Second Anniversary.
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SEE ATTACHED REVISION
Third Anniversary: If the Bank's annual after tax
Return on Asset is One Percent or better, then
Executive shall be paid a bonus equal to one-half of
the bonus he received under the Deposit Objective
Bonus for the Third Anniversary.
The First, Second, and Third anniversaries are the
anniversary of the full years following the
opening date of the Bank's first full service
banking location.
(iii) After the first three years of this Agreement, Employers and
Executive will negotiate a commercially reasonable bonus plan.
(b) During the term of the Agreement, Executive shall be entitled to
participate in and receive the benefits of any pension or other retirement
benefit plan, profit sharing, stock option, employee stock ownership, or other
plans, benefits and privileges given to employees and executives of the
Employers, to the extent commensurate with his then duties and responsibilities,
as fixed by the Board of Directors of the Employers. Specifically, Executive
will be entitled to retirement benefits as follows: (i) After five years of
service and Executive being the age of 62 -$415.00 per month (ii) After seven
years of service and Executive being the age of 64 - $660.00 per month (iii)
After eight years of service and Executive being the age of 65 - $755.00 per
month. In addition, Executive will be entitled to a retirement supplemental
annuity. The annuity will be paid to the Executive or the Executive's spouse, if
the Executive predeceases spouse. The annuity will pay the amount of Five
Hundred Dollars ($500.00) per month after the Executive reaches the age of 62
and after the Executive has been a full time employee for five years. The
annuity will be owned initially by the Employers, and will be transferred to
Executive in three equal parts upon the first three anniversary dates of his
employment. The Employers shall not make any changes in such plans, benefits or
privileges which would adversely affect Executive's rights or benefits
thereunder, unless such change occurs pursuant to a program applicable to all
executive officers of the Employers. Nothing paid to Executive under any plan or
arrangement presently in effect or made available in the future shall be deemed
to be in lieu of the salary payable to Executive pursuant to Section 3(a)
hereof.
(c) During the term of this Agreement, Executive shall be entitled to
paid annual vacation of four weeks per annum, two weeks of which must be taken
consecutively.
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4. Expenses. The Employers shall reimburse Executive or otherwise
provide for or pay for all reasonable expenses incurred by Executive in
furtherance of, or in connection with the business of the Employers, including,
but not by way of limitation, all traveling expenses, subject to such reasonable
documentation and other limitations as may be established by the Board of
Directors of the Employers. Specifically, Executive shall be reimbursed for the
use of his personal automobile at the rate of Three Hundred Dollars ($300.00)
per month. If such expenses are paid in the first instance by Executive, the
Employers shall reimburse the Executive therefor.
5. Termination.
(a) The Employers shall have the right, at any time upon prior
Notice of Termination, to terminate the Executive's employment
hereunder for any reason, including without limitation termination for
Cause, Disability or Retirement, and Executive shall have the right,
upon prior Notice of Termination, to terminate his employment hereunder
for any reason.
(b) In the event that (i) Executive's employment is terminated
by the Employers for Cause, Disability or Retirement or in the event of
the Executive's death, or (ii) Executive terminates his employment
hereunder other than for Good Reason, Executive shall have no right
pursuant to this Agreement ~o compensation or other benefits for any
period after the applicable Date of Termination.
(c) (i) In the event that Executive's employment is terminated
by the Employers for other than Cause, Disability, Retirement or the
Executive's death, then the Employers shall, subject to the provisions
of Section 6 hereof, if applicable, pay to the Executive, in nine equal
monthly installments beginning with the first business day of the month
following the date of Termination, a cash severance amount equal to the
Base Salary which the Executive would have earned over the next nine
(9) months as of his Date of Termination.
(ii) In the event that Executive's employment is terminated by
the Employers for other than Cause, Disability, Retirement or the
Executive's death, or such employment is terminated by the Executive
due to a material breach of this Agreement by the Employers which has
not been cured within fifteen (15) days after a written notice of
non-compliance has been given by the Executive to the Employers or for
Good Reason, and on or prior to the Executive's Date of Termination
there has been a Change in Control of the Corporation, or a written
agreement which contemplates a Change in Control of the Corporation is
in effect, then the Employers shall, subject to the provisions
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of Section 6 hereof, if applicable:
(A) pay to the Executive, in thirty-six (36) equal monthly
installments beginning with the first business day of the
month following the Date of Termination, a cash severance
amount equal to three (3) times the Executive's Base Salary as
of his Date of Termination, minus one dollar, and
(B) maintain and provide for a period ending at the earlier
of (i) the expiration of thirty-six (36) months from the
Executive's Date of Termination or (ii) the date of the
Executive's full-time employment by another employer (provided
that the Executive is entitled under the terms of such
employment to benefits substantially similar to those
described in this subparagraph (B)), at no cost to the
Executive, the Executive's continued participation in all
group insurance, life insurance, health and accident,
disability and other employee benefit plans, programs and
arrangements in which the Executive was entitled to
participate immediately prior to the Date of Termination
(other than stock option and restricted stock plans of the
Employers), provided that in the event that the Executive's
participation in any plan, program or arrangement as provided
in this subparagraph (B) is prohibited by the terms of the
Plan or by the Employers for legal or other bona fide reasons,
or during such period any such plan, program or arrangement is
discontinued or the benefits thereunder are materially reduced
for all employees, the Employers shall arrange to provide the
Executive with benefits substantially similar to those which
the Executive would have received had his employment continued
throughout such period to the extent such benefits can be
provided at a commercially reasonable cost. In the event such
benefits cannot be provided at a commercially reasonable cost,
the Employers shall pay the Executive that portion of the
premiums or other costs of such plans allocable to the
Executive in the year prior to the Date of Termination for the
period set forth in this subparagraph (B)
6. Limitation of Benefits under Certain Circumstances. If the payments
and benefits pursuant to Section 5 hereof, either alone or together with other
payments and benefits which Executive has the right to receive from the
Employers, would constitute a "parachute payment" under Section 280G of the
Code, the payments and benefits pursuant to Section 5 hereof shall be reduced,
in the manner determined by the Executive, by the amount, if any, which is the
minimum necessary to result in no portion of the payments and benefits under
Section 5 being non-deductible to the Employers pursuant to Section 280G of the
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Code and subject to the excise tax imposed under Section 4999 of the Code. The
determination of any reduction in the payments and benefits to be made pursuant
to Section 5 shall be based upon the opinion of independent tax counsel selected
by the Employers' independent public accountants and paid by the Employers. Such
counsel shall be reasonably acceptable to the Employers and the Executive; shall
promptly prepare the foregoing opinion, but in no event later than thirty (30)
days from the Date of Termination; and may use such actuaries as such counsel
deems necessary or advisable for the purpose. In the event that the Employers
and/or the Executive do not agree with the opinion of such counsel, (i) the
Employers shall pay to the Executive the maximum amount of payments and benefits
pursuant to Section 5, as selected by the Executive, which such opinion
indicates that there is a high probability do not result in any of such payments
and benefits being non-deductible to the Employers and subject to the imposition
of the excise tax imposed under Section 4999 of the Code and (ii) the Employers
may request, and Executive shall have the right to demand that the Employers
request, a ruling from the IRS as to whether the disputed payments and benefits
pursuant to Section 5 hereof have such consequences. Any such request for a
ruling from the IRS shall be promptly prepared and filed by the Employers, but
in no event later than thirty (30) days from the date of the opinion of counsel
referred to above, and shall be subject to Executive's approval prior to filing,
which shall not be unreasonably withheld. The Employers and Executive agree ~o
be bound by any ruling received from the IRS and to make appropriate payments to
each other to reflect any such rulings, together with interest at the applicable
federal rate provided for in Section 7872(f) (2) of the Code as amended from
time to time. Nothing contained herein shall result in a reduction of any
payments or benefits to which the Executive may be entitled upon termination of
employment under any circumstances other than as specified in this Section 6, or
a reduction in the payments and benefits specified in Section 5 below zero.
7. Mitigation; Covenant Not To Compete; Exclusivity of Benefits.
In consideration of the amount of Five Hundred
and No/00 Dollars ($ 500 00/00):
(a) The Executive shall not be required to mitigate the amount
of any benefits hereunder by seeking other employment or otherwise, nor
shall the amount of any such benefits be reduced by any compensation
earned by the Executive as a result of employment by another employer
after the Date of Termination or otherwise.
(b) The Executive hereby agrees that, following the
termination of his employment under this Agreement for any reason,
other than a termination within six months following
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a Change in Control of the Corporation, he will not, for a period of
time equal to what would have been the then remaining term of this
Agreement absent his termination of employment, directly or indirectly
and in any way, whether as principal or as director, officer,
employee, consultant, agent, partner or stockholder to another entity
(other than by the ownership of a passive investment interest of not
more than 5% in a company with publicly traded equity securities), (i)
own, manage, operate, control, be employed by, participate in, or be
connected in any manner with the ownership, management, operation or
control of any business that competes with any business of the
Employers and which is located within 50 miles of any of the Bank's
branch offices which are in existence during the term of this
Agreement and which are prior to a Change in Control of the
Corporation; (ii) interfere with, solicit on behalf of another or
attempt to entice away from the Employers any project, loan,
arrangement, agreement, financing or customer of the Employers or any
contract, agreement or arrangement that the Employer is actively
negotiating with any other party, or any prospective business
opportunity that the Employer has identified; or (iii) for himself or
another, hire, attempt to hire, or assist in or facilitate in any way
the hiring of any employee of the Employers.
(c) The specific arrangements referred to herein are not
intended to exclude any other benefits which may be available to the
Executive upon a termination of employment with the Employers pursuant
to employee benefit plans of the Employers or otherwise.
8. Withholding. All payments required to be made by the Employers
hereunder to the Executive shall be subject to the withholding of such amounts,
if any, relating to tax and other payroll deductions as the Employers may
reasonably determine should be withheld pursuant to any applicable law or
regulation.
9. Assignability. The Employers may assign this Agreement and their
rights and obligations hereunder in whole, but not in part, to any corporation,
bank or other entity with or into which the Employers may hereafter merge or
consolidate or to which the Employers may transfer all or substantially all of
their assets, if in any such case said corporation, bank or other entity shall
by operation of law or expressly in writing assume all obligations of the
Employers hereunder as fully as if it had been originally made a party hereto,
but may not otherwise assign this Agreement or their rights and obligations
hereunder. The Bank may assign its rights under this Agreement to the
Corporation or to any of its subsidiaries, and the Corporation and/or its
subsidiaries may redefine Executive's services, so long as there is not decrease
in compensation. Such assignment from Bank to Corporation and/or its
subsidiaries shall not be an act of
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termination, and thus Executive shall not be entitled to compensation under
paragraph 5. The Executive may not assign or transfer this Agreement or any
rights or obligations hereunder.
10. Notice. For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below:
To the Employers: C. Xxxxxx Xxxxx
Chairman of the Board of Directors
Community Bank Shares of Indiana, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxx Xxxxxx, Xxxxxxx 00000
To the Executive: Xxxx X. Xxxx
00 Xxxxxx Xxxxxxx
Xxxxxxxxxxxxxx, Xxxxxxx 00000
11. Amendment; Waiver. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and such officer or officers as may be
specifically designated by the Board of Directors of the Employers to sign on
their behalf. No waiver by any party hereto at any time of any breach by any
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
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.
12. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the United States
where applicable and otherwise be the substantive laws of the State of Indiana.
13. Nature of Obligations. Nothing contained herein shall create or
require the Employers to create a trust of any kind to fund any benefits which
may be payable hereunder, and to the extent that the Executive acquires a right
to receive benefits from the Employers hereunder, such right shall be no greater
than the right of any unsecured general creditor of the Employers.
14. Headings. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
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15. Validity. The invalidity or unenforceability of any provision
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.
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
17. Regulatory Actions. The following provisions shall be
controlling in the event of a conflict with any other provision of this
Agreement, including without limitation Section 5 hereof.
(a) If Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of the Employers' affairs
by a federal or state agency, the Employers' obligations under this
Agreement shall be suspended as of the date of suspension, unless
stayed by appropriate proceedings. If the charges of the federal or
state agency are dismissed, the Employers shall reinstate its
obligations which were suspended.
(b) If Executive is removed from office and/or permanently
prohibited from participating in the conduct of the Employers' affairs
by an order issued by a federal or state agency or by a final order of
a court, all obligations of the Employers under this Agreement shall
terminate as of the effective date of the order, but vested rights of
the Executive and the Employers as of the date of termination shall not
be affected.
(c) If the Bank is in default, as defined by federal or state
law, rules or regulations, all obligations under this Agreement shall
terminate as of the date of default, but vested rights of the Executive
and the Employers as of the date of termination shall not be affected.
(d) All obligations under this Agreement shall be terminated if
(i) the State of Indiana, the Federal Deposit Insurance Corporation
("FDIC"), or Resolution Trust Corporation enters into an agreement to
provide assistance to or on behalf of the Bank under the authority
contained in state or federal rules or regulation or law ; or (ii) by
the Director of the OTS, or his/her designee, or the head of the
Indiana Department of Finance at the time the Director or his/her
designee or the head of the Indiana Department of Finance approves a
supervisory merger to resolve problems related to operation of the Bank
or when the Bank is determined by the Director of the OTS or the head
of the Indiana Department of Finance to be in an unsafe or unsound
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condition, but vested rights of the Executive and the Employers as of
the date of termination shall not be affected.
18. Regulatory Prohibition. Notwithstanding any other provision of
this Agreement to the contrary, any payments made to the Executive pursuant to
this Agreement, or otherwise, are subject to and conditioned upon their
compliance with federal or State law, rules or regulations) and any regulations
promulgated thereunder.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first above
written.
Attest: COMMUNITY BANK SHARES
OF INDIANA, INC.
/s/ M. Xxxxx Xxxxxx BY: /s/ Xxxxxx X. Xxxxx
------------------- --------------------
Attest: COMMUNITY BANK SHARES
OF INDIANA ACTING FOR
HERITAGE BANKING COMPANY
M. Xxxxx Xxxxxx BY: /s/ Xxxxxx X. Xxxxx
------------------- --------------------
BY:
--------------------
Xxxxxx X. Xxxxx
/s/ Xxxx X. Xxxx
-----------------------------
Xxxx Xxxx
dm9a : Orem. agr
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REVISION
Third Anniversary: If the Bank's annual after
tax Return on Asset is One Percent or better,
then Executive shall be paid a bonus equal to
one-half of the bonus he received under the
Deposit Objective Bonus for the Third
Anniversary.
The First, Second, and Third anniversaries are
the anniversary of the full years following the opening date
of the Bank's first full service banking location.
(iii) After the first three years of this Agreement, Employers and
Executive will negotiate a commercially reasonable bonus plan.
(b) During the term of the Agreement, Executive shall be entitled
to participate in and receive the benefits of any pension or other retirement
benefit plan, profit sharing, stock option, employee stock ownership, or other
plans, benefits and privileges given to employees and executives of the
Employers, to the extent commensurate with his then duties and responsibilities,
as fixed by the Board of Directors of the Employers. Specifically, Executive
will be entitled to retirement benefits as follows: (i) After five years of
service and Executive being the age of 62 - $415.00 per month (ii) After seven
years of service and Executive being age of 64 - $660.00 per month (iii) After
eight years of service and Executive being the age of 65 - $755.00 per month. In
addition, Executive will be entitled to receive a retirement supplement. The
supplement will be paid to the Executive or the Executive's spouse, if the
Executive predeceases spouse. The supplement will pay the amount of Five Hundred
Dollars ($500.00) per month after the Executive reaches the age of 62 and after
the Executive has been a full time employee for five years. The supplement will
be transferred to Executive in three equal parts upon the first three
anniversary dates of his employment. The Employers shall not make any changes in
such plans, benefits or privileges which would adversely affect Executive's
rights or benefits thereunder, unless such change occurs pursuant to a program
applicable to all executive officers of the Employers. Nothing paid to Executive
under any plan or arrangement presently in effect or made available in the
future shall be deemed to be in lieu of the salary payable to Executive pursuant
to Section 3 (a) hereof.
(c) During the term of this Agreement, Executive shall be entitled to
paid annual vacation of four weeks per annum, two weeks of which must be taken
consecutively.
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The signees hereby agree upon the revisions, as listed on page 6, that were made
to this employment contract on February 29, 1996, and initialled by the signees
listed below.
Attest: COMMUNITY BANK SHARES
OF INDIANA, INC.
/s/ Xxxx X. Xxxx BY: /s/ Xxxxxx X. Xxxxx
------------------- --------------------
Attest: COMMUNITY BANK SHARES
OF INDIANA ACTING FOR
HERITAGE BANKING COMPANY
/s/ Xxxxxx X. Xxxxx BY: /s/ Xxxxxx X. Xxxxx
------------------- --------------------
/s/ Xxxx X. Xxxx
-----------------------------
Xxxx Xxxx
