AMENDED CHANGE IN CONTROL SEVERANCE
AGREEMENT
THIS
Change in Control (“Agreement”) supercedes all prior
similar agreements and is made and entered into as of this 10th day
of January, 2005 by and between First Federal Savings Bank
(hereinafter referred to as the “Bank” whether in
mutual or stock form) and Randy J. Sizemore (the
“Employee”).
WHEREAS,
the Employee is currently serving as the Chief Financial Officer of
the Bank; and
WHEREAS,
the board of directors of the Bank (“Board of
Directors”) recognizes that, as is the case with publicly
held corporations generally, the possibility of a change in control
of Northeast Indiana Bancorp, Inc., the holding company of the Bank
(the “Holding Company”) and/or the Bank may exist and
that such possibility, and the uncertainty and questions which it
may raise among management, may result in the departure or
distraction of key management personnel to the detriment of the
Bank, the Holding Company and their respective stockholders;
and
WHEREAS,
the Board of Directors believes it is in the best interests of the
Bank to enter into this Agreement with the Employee in order to
assure continuity of management of the Bank and to reinforce and
encourage the continued attention and dedication of the Employee to
his assigned duties without distraction in the face of potentially
disruptive circumstances arising from the possibility of a change
in control of the Holding Company or the Bank, although no such
change is now contemplated; and
WHEREAS,
the Board of Directors has approved and authorized the execution of
this Agreement with the Employee to take effect as stated in
Section 2 hereof;
NOW,
THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein, it is AGREED as
follows:
1. Definitions.
(a)
The term “Change in Control” means (1) an event of a
nature that (i) results in a change in control of the Bank or the
Holding Company within the meaning of the Home Owners’ Loan
Act of 1933 and 12 C.F.R. Part 574 as in effect on the date hereof;
or (ii) would be required to be reported in response to Item 5.01
of the current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (the “Exchange Act”); (2) any person (as the term
is used in Sections 13(d) and 14(d) of the 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 Bank or
the Holding Company representing 20% or more of the Bank’s or
the Holding Company’s outstanding securities; (3) individuals
who are members of the board of directors of the Bank or the
Holding Company on the date hereof (the “Incumbent
Board”) cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director
subsequent to the date hereof whose election was approved by a vote
of at least three-
quarters of the directors
comprising the Incumbent Board, or whose nomination for election by
the Holding Company’s stockholders was approved by the
nominating committee serving under an Incumbent Board, shall be
considered a member of the Incumbent Board; or (4) a plan of
reorganization, merger, consolidation, sale of all or substantially
all of the assets of the Bank or the Holding Company or a similar
transaction in which the Bank or the Holding Company is not the
resulting entity. The term “change in control” shall
not include an acquisition of securities by an employee benefit
plan of the Bank or the Holding Company or the acquisition of
securities of the Bank by the Holding Company. In the application
of 12 C.F.R. Part 574 to a determination of a Change in Control,
determinations to be made by the OTS or its Director under such
regulations shall be made by the Board of Directors.
(b)
The term “Commencement Date” means January 1,
2005.
(c)
The term “Date of Termination” means the date upon
which the Employee ceases to serve as an Employee of the
Bank.
(d)
The term “Involuntarily Termination” means termination
of the employment of Employee without his express written consent,
and shall include a material diminution of or interference with the
Employee’s duties, responsibilities and benefits as Chief
Financial Officer of the Bank, including (without limitation) any
of the following actions unless consented to in writing by the
Employee: (1) a change in the principal workplace of the Employee
to a location outside of a 35 mile radius from the Bank’s
headquarters office as of the date hereof, (2) a material demotion
of the Employee; (3) a material reduction in the number or
seniority of other Bank personnel reporting to the Employee or a
material reduction in the frequency with which, or in the nature of
the matters with respect to which, such personnel are to report to
the Employee, other than as part of a Bank- or Holding Company-wide
reduction in staff, (4) a material adverse change in the
Employee’s salary, perquisites, benefits, contingent benefits
or vacation, other than as part of an overall program applied
uniformly and with equitable effect to all members of the senior
management of the Bank or the Holding Company; and (5) a material
permanent increase in the required hours of work or the workload of
the Employee. The term “Involuntary Termination” does
not include Termination for Cause or termination of employment due
to retirement, death, disability or suspension or temporary or
permanent prohibition from participation in the conduct of the
Bank’s affairs under Section 8 of the Federal Deposit
Insurance Act (“FDIA”).
(e)
The terms “Termination for Cause” and “Terminated
For Cause” mean termination of the employment of the Employee
because of the Employee’s personal dishonesty, incompetence,
willful misconduct, breach of a fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful
violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order, or
material breach of any provision of this Agreement. The Employee
shall not be deemed to have been Terminated for Cause unless and
until there shall have been delivered to the Employee a copy of a
resolution, duly adopted by the affirmative vote of not less than a
majority of the entire membership of the Board of Directors of the
Bank at a meeting of the Board called and held for such purpose
(afte
