PEOPLES BANK CORPORATION OF INDIANAPOLIS
GUARANTY AGREEMENT
THIS AGREEMENT is entered into as of this 17th day of April, 1997 (the
"Effective Date"), by and between Peoples Bank Corporation of Indianapolis (the
"Company") and Xxxxxx X. Xxxxxxx (the "Employee").
WHEREAS, the Employee has heretofore been employed by Peoples Bank &
Trust Company (the "Bank") as its President is experienced in all phases of the
business of the Bank, and has become the President of the Company; 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 Bank and the
Company, and to reinforce and encourage the continued attention and dedication
of the Employee to his assigned duties; and
WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship between the Company and the Employee.
NOW, THEREFORE, it is AGREED as follows:
1. Employment. The Employee is employed as the President of the
Company. The Employee shall render such administrative and management services
for the Company as are currently rendered and as are customarily performed by
persons situated in a similar executive capacity. The Employee shall also
promote, by entertainment or otherwise, as and to the extent permitted by law,
the business of the Company. The Employee's other duties shall be such as the
Company's Chief Executive Officer may from time to time reasonably direct.
2. Consideration from Company: Joint and Several Liability.
(a) In lieu of paying the Employee a base salary during the
term of this Agreement, the Company hereby agrees that to the extent permitted
by law, it shall be jointly and severally liable with the Bank for the payment
of all amounts due under the employment agreement (the "Bank Agreement") dated
as of April 17, 1997 between the Bank and the Employee.
(b) The Board may in its discretion at any time during the
term of this Agreement agree to pay the Employee a base salary for any portion
of the term of this Agreement. If the Board agrees to pay such salary, the Board
may thereafter review the rate of the Employee's salary, and in its sole
discretion may decide to increase or decrease or eliminate his salary.
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3. Discretionary Bonuses: Participation in Retirement, Medical and
Other Plans. The Employee shall participate in an equitable manner with all
other senior management employees of the Company in discretionary bonuses, if
any, 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; 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.
4. Indemnification. The Company agrees that its Articles of
Incorporation or Bylaws shall continue 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
appropriate insurance for such purposes.
5. Term. This Agreement shall continue in effect so long as the Bank
Agreement remains in effect.
6. Successors and Assigns.
(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) Employee. Since the Company is contracting for the unique
and personal skills of the Employee, the Employee shall be precluded from
assigning or delegating his rights or duties hereunder without first obtaining
the written consent of the Company; provided, however, that nothing in this
paragraph shall preclude (i) the Employee from designating a beneficiary to
receive any benefit payable hereunder upon his death, or (ii) the executors,
administrators, or other legal representatives of the Employee or his estate
from assigning any rights hereunder to the person or persons entitled thereunto.
(c) 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.
7. Amendments. No amendments or additions to this Agreement shall be
binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.
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8. Applicable Law. Except to the extent preempted by Federal law, the
laws of the State of Indiana shall govern this Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.
9. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
10. Entire Agreement. This Agreement, together with any understanding
or modifications thereof as agreed to in writing by the parties, shall
constitute the entire agreement between the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first hereinabove written.
PEOPLES BANK CORPORATION
OF INDIANAPOLIS
By: /s/ Xxxxxxx X. XxXxxxxxx
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Its Chief Executive Officer
Employee
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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