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Exhibit
10.3
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (the “Agreement”) is dated this
27 th day
of March 2006, between Home Bank, a federally-chartered mutual
savings bank located in Lafayette, Louisiana (the
“Bank” or the “Employer”) and L. J. Dailey
(the “Executive”).
WITNESSETH
WHEREAS, the Bank and Crowley
Building and Loan Association (“CB&L”) have entered
into an Agreement and Plan of Reorganization, dated as of
March 27, 2006 (the “Merger Agreement”) pursuant
to which CB&L will merge with and into the Bank (the
“Bank”);
WHEREAS, the Executive is
currently the Vice President and Secretary of CB&L;
WHEREAS, the Bank desires to
retain the services of the Executive after the effective date of
the Merger; and
WHEREAS, the Executive is
willing to serve the Bank on the terms and conditions hereinafter
set forth;
NOW THEREFORE, in
consideration of the mutual agreements herein contained, and upon
the other terms and conditions hereinafter provided, 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) Annual
Compensation. The Executive’s “Annual
Compensation” for purposes of this Agreement shall be deemed
to mean the sum of the Executive’s then current annual rate
of base salary and any cash bonus paid to the Executive by the
Employer for the calendar year immediately preceding the calendar
year in which the Date of Termination occurs.
(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 or similar offenses) or final cease-and-desist order or
material breach of any provision of this Agreement.
(d) Code.
“Code” shall mean the Internal Revenue Code of 1986, as
amended.
(e) Date of
Termination. “Date of Termination” shall mean
(i) if the Executive’s employment is terminated for
Cause or for Disability, the date specified in the Notice of
Termination, and (ii) if the Executive’s employment is
terminated for any other reason, the date on which a Notice of
Termination is given or as specified in such Notice.
(f) Disability.
“Disability” shall be deemed to have occurred if the
Executive: (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12
months, or (ii) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health
plan covering employees of the Employer.
(g) Effective Date.
The “Effective Date” of the Agreement shall be the date
that the Merger is completed and becomes effective pursuant to the
terms of the Merger Agreement. If the Merger is terminated for any
reason, then this Agreement shall be null and void.
(h) Employment Period.
The Executive’s “Employment Period” under this
Agreement shall be for a period of three years commencing on the
Effective Date, subject to extension pursuant to Section 2(a)
hereof or earlier termination as provided herein.
(i) Good Reason.
“Good Reason” shall mean the occurrence of any of the
following events during the Employment Period:
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(i) |
Without the Executive’s express written consent, a
material reduction by the Employer in the Executive’s Base
Salary as the same may be increased from time to time or, except
pursuant to the terms of the applicable plan or to the extent
permitted by Section 3(b) hereof, a reduction in the package
of fringe benefits provided to the Executive, taken as a
whole; |
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(ii) |
Any purported termination of the Executive’s employment
for Disability or Retirement which is not effected pursuant to a
Notice of Termination satisfying the requirements of paragraph
(k) below; |
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(iii) |
The failure by the Employer to obtain the assumption of and
agreement to perform this Agreement by any successor as
contemplated in Section 9 hereof; or |
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(iv) |
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 offices of First Vice President and Crowley City
President of the Employer or a material adverse change made by the
Employer in the Executive’s functions, duties or
responsibilities as First Vice President and Crowley City President
of the Employer. |
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(j) IRS. IRS shall
mean the Internal Revenue Service.
(k) Notice of
Termination. Any purported termination of the Executive’s
employment by the Employer 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 the 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 Employer’s termination of the
Executive’s employment for Cause, which shall be effective
immediately; and (iv) is given in the manner specified in
Section 10 hereof.
(l) Retirement.
“Retirement” shall mean voluntary termination by the
Executive in accordance with the Employer’s retirement
policies, including early retirement, generally applicable to its
salaried employees.
2. Term of
Employment.
(a) The Employer hereby
employs the Executive as First Vice President and Crowley City
President, and the Executive hereby accepts said employment and
agrees to render such services to the Employer on the terms and
conditions set forth in this Agreement. The term of this Agreement
shall be a period of three years commencing as of the Effective
Date subject to earlier termination or extension as provided
herein. On each day during the Employment Period, the Employment
Period shall automatically be extended for one additional day,
unless either the Employer or the Executive elects not to extend
the Agreement further by giving written notice thereof to the other
party, in which case the Employment Period shall end on the third
anniversary of the date on which such written notice is given,
provided that no daily extensions shall be made subsequent to
December 31, 2008. As a result, the term of this Agreement
shall not be extended beyond December 31, 2011. Upon
termination of the Executive’s employment with the Employer
for any reason whatsoever, any daily extensions provided pursuant
to this Section 2(a), if not theretofore discontinued, shall
automatically cease. The Board of Directors of the Employer shall
review on a periodic basis (and no less frequently than annually)
whether to permit further extensions of the term of this Agreement.
As part of such review, the Board of Directors shall consider all
relevant factors, including the Executive’s performance
hereunder, and shall either expressly approve further extensions of
the time of this Agreement or decide to provide notice to the
contrary.
(b) During the term of this
Agreement, the Executive shall perform such executive services for
the Employer as may be consistent with his titles and from time to
time assigned to him by the Employer’s President.
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3. Compensation and
Benefits.
(a) The Employer shall
compensate and pay the Executive for his services during the term
of this Agreement at a minimum base salary of $75,000 per year
(“Base Salary”), which may not be decreased without the
Executive’s express written consent. In addition to his Base
Salary, the Executive shall be entitled to receive during the term
of this Agreement such bonus payments as may be determined by the
President of the Employer.
(b) During the Employment
Period, the Executive shall be entitled to participate in and
receive the benefits of any pension or other retirement benefit
plan, profit sharing plan or other plans, benefits and privileges
given to employees and executives of the Employer, to the extent
commensurate with his then duties and responsibilities. The
Employer shall not make any changes in such plans, benefits or
privileges which would adversely affect the Executive’s
rights or benefits thereunder, unless such change occurs pursuant
to a program applicable to all executive officers of the Employer
and does not result in a proportionately greater adverse change in
the rights of or benefits to the Executive as compared with any
other executive officer of the Employer. Nothing paid to the
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 the Executive pursuant to Section 3(a)
hereof.
(c) During the Employment
Period, the Executive shall be entitled to paid annual vacation in
accordance with the policies as established from time to time by
the Employer. The Executive shall not be entitled to receive any
additional compensation from the Employer for failure to take a
vacation, nor shall the Executive be able to accumulate unused
vacation time from one year to the next, except to the extent
authorized by the Employer.
(d) During the Employment
Period, the Employer shall provide the Executive with the use of an
automobile. The Employer shall pay for all costs of insurance
coverage, repairs, maintenance and other
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