Exhibit 10.3
COMPANY EMPLOYMENT
AGREEMENT
This Employment
Agreement (hereinafter referred to as the “Agreement”),
is originally entered into on the 30 th day of March, 2006, by and
between United Community Bancorp, a federally-chartered
corporation, (hereinafter referred to as the
“Company”), and William F. Ritzmann (hereinafter
referred to as the “Employee”), is amended and restated
in its entirety as of December 30, 2008.
WITNESSETH:
WHEREAS, as a result of the skill,
knowledge and experience of the Employee, the Board of Directors of
the Company desires to continue to retain the services of the
Employee as President and Chief Executive Officer of the Company;
and
WHEREAS, the Employee desires to
continue to serve as President and Chief Executive Officer of the
Company; and
WHEREAS, the Employee and the
Company desire to enter into this Agreement to set forth the terms
and conditions of the employment relationship between the Company
and the Employee; and
WHEREAS, the parties desire to amend
and restate this Agreement to bring it into compliance with
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”).
NOW, THEREFORE, in consideration of
the promises and mutual covenants herein contained, the Company and
the Employee hereby agree as follows:
1. Employment and Term
.
(a) Term . Upon the terms and
subject to the conditions of this Agreement, the Company hereby
employs the Employee, and the Employee hereby accepts employment,
as President and Chief Executive Officer of the Company. The term
of this Agreement shall commence on March 30, 2006, and shall
end on March 30, 2009, unless extended by the Company, with
the consent of the Employee, as provided in subsection (b) of
this Section 1 (hereinafter referred to, together with such
extensions, as the “Term”).
(b) Extension . On or before
each anniversary of the original date of this Agreement, the Board
of Directors of the Company shall review this Agreement and, upon
approval by the Board, shall extend the term of this Agreement for
a one-year period beyond the then effective expiration date. Any
such extension shall be subject to the written consent of the
Employee. The Board shall document its reasons for extending the
term of this Agreement in the minutes of the meeting at which such
action is taken.
2. Duties of the Employee .
(a) General Duties and
Responsibilities . The Employee shall serve as the President
and Chief Executive Officer of the Company. Subject to the
direction of the Board, the Employee shall perform all duties and
shall have all powers commonly incident to the office of President
and Chief Executive Officer or which, consistent therewith, are
delegated to him by the Board.
(b) Devotion of Entire Time to
the Business of the Company and its Affiliates . The Employee
shall devote his entire productive time, ability and attention
during normal business hours throughout the Term to the faithful
performance of his duties under this Agreement. The Employee shall
not directly or indirectly render any services of a business,
commercial or professional nature to any person or organization
other than the Company or any affiliates without the prior written
consent of the Board; provided, however, that the Employee shall
not be precluded from (i) vacations and other leave time in
accordance with Section 3(d) below, (ii) reasonable
participation in community, civic, charitable or similar
organizations, (iii) reasonable participation in
industry-related activities, including, but not limited to,
attending state and national trade association meetings and serving
as an officer, director or trustee of a state or national trade
association or Federal Home Loan Bank, (iv) serving as an
officer or director of any affiliate of the Company and receiving a
salary, director’s fees or other compensation or benefits, as
appropriate, or (v) pursuing personal investments which do not
interfere or conflict with the performance of the Employee’s
duties to the Company or its affiliates.
3. Compensation .
(a) Base Salary . The
Employee shall receive during the Term an annual salary payable in
equal installments not less often than monthly. The amount of such
annual salary shall be $142,106 until changed by the Board in
accordance with Section 3(b) below.
(b) Periodic Salary Review .
The annual salary of the Employee shall be reviewed by the Board
from time to time throughout the Term, but not less often than once
every three years, and shall be set at an amount not less than
$142,106, based upon the Employee’s individual performance
and such other factors as the Board may deem appropriate
(hereinafter referred to as the “Periodic Review”). The
results of the Periodic Review shall be reflected in the minutes of
the Board.
(c) Employee Benefit Programs
. During the Term, the Employee shall be entitled to participate in
all formally established employee benefit, bonus, pension and
profit sharing plans and similar programs that are maintained by
the Company or its affiliates from time to time and all employee
benefit plans or programs hereafter adopted in writing by the Board
for which senior management personnel are eligible, including any
employee stock ownership plan, stock option plan or other stock
benefit plan (hereinafter collectively referred to as
“Benefit Plans”), in accordance with the terms and
conditions of such Benefit Plans. Notwithstanding any statement to
the contrary contained elsewhere in this Agreement, the Company or
its affiliates may at any time discontinue or terminate any Benefit
Plan now
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existing or hereafter adopted, to the extent
permitted by the terms of such Benefit Plan, and shall not be
required to compensate the Employee for such discontinuance or
termination to the extent such discontinuance or termination
pertains to all employees who are eligible participants at the
time.
(d) Vacation and Sick Leave .
The Employee shall be entitled, without loss of pay, to be absent
voluntarily from the performance of his duties under this
Agreement, in accordance with the policies periodically established
by the Board for senior management. The Employee shall be entitled
to annual sick leave as established by the Board for senior
management.
(e) Expenses . In addition to
any compensation received under this Section 3, the Employee
shall be paid or reimbursed for all reasonable travel,
entertainment and miscellaneous expenses incurred in connection
with the performance of his duties under this Agreement, including
participation in industry-related activities.
4. Termination of Employment
.
(a) General . The employment
of the Employee shall terminate at any time during the Term
(i) at the option of the Company, upon the delivery by the
Company of written notice of termination to the Employee, or
(ii) at the option of the Employee, upon delivery by the
Employee of written notice of termination to the Company if, in
connection with a Change in Control (hereinafter defined), the
present capacity or circumstances in which the Employee is employed
are materially adversely changed so as to constitute Good Reason if
such events occur within one year of a Change In Control. For
purposes of this Agreement, “Good Reason” shall mean
the occurrence of any of the following events without the
Employee’s consent:
(1) The assignment to the Employee
of duties that constitute a material diminution of his authority,
duties, or responsibilities (including reporting
requirements);
(2) A material diminution in the
Employee’s Base Salary;
(3) Relocation of the Employee to a
location outside a radius of 35 miles of the Bank’s
Lawrenceburg, Indiana office; or
(4) Any other action or inaction by
the Bank that constitutes a material breach of this
Agreement;
provided, that within ninety
(90) days after the initial existence of such event, the Bank
shall be given notice and an opportunity, not less than thirty
(30) days, to effectuate a cure for such asserted “Good
Reason” by the Employee. The employee’s resignation
hereunder for Good Reason shall not occur later than one hundred
fifty (150) days following the initial date on which the event
the Employee claims constitutes Good Reason occurred.
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The following subsections (A), (B),
(C) and (D) of this Section 4(a)(ii) shall govern
the obligations of the Company to the Employee upon the occurrence
of the events described in such subparagraphs:
(A) Termination for Cause .
In the event that the Company terminates the employment of the
Employee during the Term because of the Employee’s personal
dishonesty, incompetence, willful misconduct, breach of fiduciary
duty involving personal profit, intentional failure or refusal to
perform the duties and responsibilities assigned in this Agreement,
willful violation of any law, rule or regulation (other than
traffic violations or other minor offenses), or final
cease-and-desist order or material breach of any provision of this
Agreement (hereinafter collectively referred to as
“Cause”), the Employee shall not receive, and shall
have no right to receive, any compensation or other benefits for
any period after such termination.
(B) Termination in Connection
with Change in Control . In the event that the employment of
the Employee is terminated by the Company in connection with a
Change in Control for any reason other than Cause or is terminated
by the Employee as provided in Section 4(a)(ii) above, then
the following shall occur:
(I) The Company shall promptly pay
to the Employee or to his beneficiaries, dependents or estate an
amount equal to the product of 2.99 multiplied by the
Employee’s “base amount” as defined in
Section 280G(b)(3) of the Code, and the regulations
promulgated thereunder (hereinafter collectively referred to as
“Section 280G”);
(II) The Employee, his dependents,
beneficiaries and estate shall continue to be covered at the
Company’s expense under all health, life, disability and
other benefit plans of the Company in which the Employee was a
participant prior to the effective date of the termination of his
employment as if the Employee were still employed under this
Agreement until the earlier of the expiration of the Term or the
date on which the Employee is included in another employer’s
benefit plans as a full-time employee; and
(III) The Employee shall not be
required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise, nor shall any
amounts received from other employment or otherwise by the Employee
offset in any manner the obligations of the Company hereunder,
except as specifically stated in subparagraph (II)
above.
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(C) Termination not in Connection
with Change in Control . In the event that the employment of
the Employee is terminated before the expiration of the Term for
any reason other than death, termination for Cause or termination
in connection with a Change in Control, then the following shall
occur:
(I) The Company shall be obligated
to continue to pay to the Employee, his designated beneficiaries or
his estate, a lump sum amount, within ten (10) days of his
termination, equal to the base salary that would have been paid to
the Employee through the expiration of the Term, at the annual rate
of salary in effect at the time of termination pursuant to
Section 3(b) above, plus a cash bonus equal to the cash bonus,
if any, paid to the Employee in the twelve month period prior to
the termination of employment;
(II) The Company shall continue to
provide to
