Exhibit 10.8
AGREEMENT
This Agreement is effective as of the 30th day of April, 1998, by and
between TransFinancial Holdings, Inc., a Delaware corporation ("TFH") and Xxxx
X. Xxxxx ("Employee").
RECITALS:
1. TFH has employed, and desires to continue to employ, Employee to
serve as an executive officer.
2. Based upon prior experiences and current circumstances, Employee
has insisted upon financial assurance in the event that, during the term of his
employment, a Change of Control (as hereinafter defined) shall occur with
respect to TFH.
3. TFH has concluded that it is in the best interest to assure
Employee's continuing dedication notwithstanding the occurrence, which might
otherwise be unsettling, of a change in control, and so that Employee may be
able, without being influenced by the uncertainties of his own situation, to
participate and aid in the analysis of any proposal which might result in a
change of control
NOW, THEREFORE, in consideration of the premises and the terms and
provisions hereinafter set forth, the parties hereby agree as follows:
AGREEMENTS:
1. In the event that (1) a Change of Control of TFH and (2) within
two years after such Change of Control, Employee's employment with TFH is
terminated other than by Employee, for any reason other than Employee's
permanent disability, death, normal retirement or Good Cause (as hereinafter
defined), or is terminated by Employee, for Stated Cause (as hereinafter
defined), TFH shall promptly pay to Employee as termination compensation the
amount provided in paragraph 5 hereof.
2. For the purposes of this Agreement, "Good Cause" is defined as
(1) conviction of Employee of a felony; (2) fraud committed by Employee against
TFH or misappropriation by Employee of the assets of either thereof; of
(3) breach of Employee's duty of loyalty or other fiduciary duty or obligation
to TFH, which is not remedied within a reasonable period of time after receipt
of written notice specifying the same.
3. For purposes of this Agreement, "Stated Cause" is defined as
(1) any changes in Employee's duties and responsibilities or reporting structure
(including personnel) for TFH which are not approved by him; (2) involuntary
relocation or proposed relocation of Employee from the greater Kansas City area
or (3) any reduction in the salary or benefits to which Employee is entitled as
of the date of such Change of Control.
4. For purposes of this Agreement, a Change of Control of TFH shall
have occurred if, as the result of the acquisition of the assets or securities
of TFH by a single person or group, as defined in Section 13(d) (3) of the
Securities Exchange Act of 1934, or a merger, consolidation, contested election
of directors or any combination of the foregoing transactions, (a
"Transaction"), either of the following shall occur:
a. The persons who were directors of TFH immediately
before the Transaction shall cease to constitute a majority of
the board of directors of TFH or of any parent of or successor to
TFH, or
b. Such Person or group becomes the beneficial owner,
directly or indirectly of substantially all of the assets of TFH
or securities of TFH, representing 30% or more of the combined
voting power of TransFinancial then outstanding securities.
1. The compensation to which Employee shall be entitled pursuant to
Paragraph 1 hereof shall be equal to the greater 1.0 times the annual
compensation from TFH includible in Employee's gross income, for federal income
tax purposes, at the date of the change of control or the date of a later
triggering event. In no event shall any amount be required to be paid
hereunder that would constitute an "excess parachute payment" within the meaning
of S 280G(b) of the Internal Revenue Code.
2. In the event that Employee's employment terminates after a change
in control so as to entitle him to the compensation provided in paragraph 5
hereof, Employee shall be additionally entitled to:
a. Immediate 100% vesting of all Incentive Compensation
provided pursuant under any then existing incentive programs, and
b. One year of continued participation in medical and life
insurance plans of TFH then in effect and in which Employee was
participating immediately prior to the Transaction, provided,
however, that if there are any limitations on such participation
provided in such plans, TFH shall provide Employee during such
one-year period equivalent benefits not less favorable to
Employee than those to which he would have been entitled as a
participant on such plans at the time of the Transaction, except
that Employee's entitlement to such participation shall not
extend beyond his normal retirement date.
1. TFH shall pay all reasonable legal fees and expenses incurred by
Employee as a result of any contest by TFH of the validity or enforceability of
this Agreement.
2. This Agreement shall inure to the benefit of and be finding upon
the parties hereto and their respective legal representatives, successors and
assigns, and shall be construed in accordance with and governed by the laws of
the State of Kansas.
3. Notwithstanding that Employee's position with TFH is at-will,
Employee's rights hereunder may not be modified or amended, without his written
consent, after a Transaction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
cause the same to be executed, by their duly authorized officers, as of the date
and year first above written.
TRANSFINANCIAL HOLDINGS, INC.
BY: /s/Xxxxxxx X. X'Xxxx
Xxxxxxx X. X'Xxxx, President
/s/Xxxx X. Xxxxx
Xxxx X. Xxxxx
