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EXHIBIT 10.18
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and
entered into as of this 27th day of October, 2008, by and between
MetaBank , 121 E. 5 th Street, Storm Lake, Iowa
50588 (hereinafter referred to as the "Bank" whether in mutual or
stock form) and David W. Leedom (the "Employee"), who
resides at 305 Spyglass Drive, Sioux Falls, South Dakota 57105.
WHEREAS , the Employee is currently serving as Senior
Vice President and Chief Financial Officer; and
WHEREAS , the Bank is a publically held corporation as
the subsidiary of Meta Financial Group, Inc. (the "Holding
Company") and
WHEREAS , the Board of Directors of the Bank recognizes
that, as is the case with publicly held corporations generally, the
possibility of a change in control of 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 its stockholders;
and
WHEREAS , the Board of Directors of the Bank 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, although no such change is now contemplated; and
WHEREAS , the Board of Directors of the Bank has approved
and authorized the execution of this Agreement with the Employee to
take effect as stated in Section 4 hereof;
NOW, THEREFORE , in consideration of the foregoing and of
the respective covenants and agreements of the parties herein
contained, it is AGREED as follows:
1. Employment . The Employee will be employed as
Senior Vice President and Chief Financial Officer of the Bank. As
Senior Vice President and Chief Financial Officer, Employee shall
render administrative and management services as are customarily
performed by persons situated in similar executive capacities, and
shall have other powers and duties as may from time to time be
prescribed by the Board, provided that such duties are consistent
with the Employee’s position as Senior Vice President and
Chief Financial Officer. The Employee shall continue to devote his
best efforts and substantially all his business time and attention
to the business and affairs of the Bank and its subsidiaries and
affiliated companies.
2. Compensation .
(a)
Salary . The Bank agrees to pay the Employee during the term
of this Agreement a salary established by the Board of Directors.
The salary hereunder as of the Commencement Date (as defined in
Section 4 hereof) shall be at least equal to the
Employee’s salary in effect immediately prior to the
Commencement Date. The salary provided for herein shall be payable
not less frequently than biweekly in accordance with the practices
of the Bank, provided, however, that no such salary is required to
be paid by the terms of this Agreement in respect of any month or
portion thereof subsequent to the termination of this Agreement and
provided further, that the amount of such salary shall be reviewed
by the Board of Directors not less often than annually and may be
increased (but not decreased) from time to time in such amounts as
the Board of Directors in its discretion may decide, subject to the
customary withholding tax and other employee taxes as required with
respect to compensation paid by a corporation to an employee.
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(b) Discretionary Bonuses
. The Employee shall be entitled to participate in an equitable
manner with all other executive officers of the Bank in
discretionary bonuses as authorized and declared by the Board of
Directors of the Bank to its executive employees. Any such
discretionary bonus shall be payable to the Employee at the time
bonuses are paid to executive officers in accordance with the
Bank’s policies and practices; provided , however,
that any such bonus shall be paid no later than March 15 of
the year following the year in which the bonus is earned and
vested. No other compensation provided for in this Agreement
shall be deemed a substitute for the Employee’s right to
participate in such bonuses when and as declared by the Board of
Directors.
(c) Expenses . During the
term of his employment hereunder, the Employee shall be entitled to
receive prompt reimbursement for all reasonable expenses he incurs
(in accordance with policies and procedures at least as favorable
to the Employee as those presently applicable to the senior
executive officers of the Bank) in performing services hereunder,
provided that the Employee properly accounts for such
expenses in accordance with Bank policy. Such expense
reimbursements shall be paid no later than the end of the
Employee’s taxable year following the taxable year in which
the Employee incurs the expenses. The amount of expenses
eligible for reimbursement during a taxable year may not affect the
expenses eligible for reimbursement in any other taxable year, and
the Employee’s right to an expense reimbursement may not be
liquidated or exchanged for another benefit.
3. Benefits .
(a) Participation in
Retirement and Employee Benefit Plans . The Employee shall be
entitled while employed hereunder to participate in, and receive
benefits under, all plans relating to stock options, stock
purchases, pension, thrift, profit-sharing, group life insurance,
medical coverage, education, cash or stock bonuses, and other
retirement or employee benefits or combinations thereof, that are
now or hereafter maintained for the benefit of the Bank’s
executive employees or for its employees generally.
(b) Fringe Benefits . The
Employee shall be eligible while employed hereunder to participate
in, and receive benefits under, any other fringe benefits which are
or may become applicable to the Bank’s executive employees or
to its employees generally.
4. Term . The term of employment under this
Agreement shall be a period of three (3) years commencing on
the date of effective date of this document (the "Commencement
Date") subject to earlier termination as provided herein. Beginning
on the first anniversary of the Commencement Date, and on each
anniversary thereafter, the term of employment under this Agreement
shall be extended for a period of one year unless either the Bank
or the Employee gives contrary written notice to the other not less
than 90 days in advance of the date on which the term of employment
under this Agreement would otherwise be extended, provided
that such term will not be automatically extended unless, prior
thereto, such extension is approved by the Board of Directors
following the Board’s review of a formal performance
evaluation of the Employee performed by the disinterested members
of the Board of Directors of the Bank and reflected in the minutes
of the Board of Directors. Reference herein to the term of
employment under this Agreement shall refer to both such initial
term and such extended terms.
5. Vacations . The Employee shall be entitled,
without loss of pay, to absent himself voluntarily from the
performance of his employment under this Agreement, all such
voluntary absences to count as vacation time, provided that:
(a) the Employee shall be entitled
to an annual vacation of not less than five (5) weeks per
year;
(b) the timing of vacations shall
be scheduled in a reasonable manner by the Employee; and
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(c) solely at the Employee’s
request, the Board of Directors shall be entitled to grant to the
Employee a leave or leaves of absence with or without pay at such
time or times and upon such terms and conditions as the Board, in
its discretion, may determine.
6. Termination of Employment; Death .
(a) The Board of Directors may terminate the
Employee’s employment at any time, but any termination by the
Bank’s Board of Directors, other than termination for cause,
shall not prejudice the Employee’s right to compensation or
other benefits under the Agreement. If the employment of the
Employee is involuntarily terminated, other than for "cause" as
provided in this Section 6(a) or pursuant to any of
Sections 6(d) through 6(g), or by reason of death or
disability as provided in Sections 6(c) or 7, the Employee
shall be entitled to receive:
(i) his then-applicable salary for the then-remaining term
of the Agreement as calculated in accordance with Section 4
hereof, payable in installments not less frequently than biweekly,
in accordance with the Bank’s regular payroll practices and
procedures, subject to the customary withholding tax and other
employee taxes as required with respect to compensation paid by a
corporation to an employee, provided that if the Employee is a
"specified employee" (as such term is defined in Code
Section 409A and the regulations or other guidance in effect
thereunder) at the time of his employment termination and his
employment terminates under circumstances that require a
distribution delay under Code Section 409A, the commencement
of biweekly installments of the Employee’s continued salary
payments shall be delayed for six months and the installments that
otherwise would have been paid during that six-month period shall
be paid in a lump sum on the six-month anniversary of the
Employee’s employment termination date (or, if earlier, as
soon as administratively feasible after his death); and
(ii) health insurance benefits as maintained by the Bank
for the benefit of its senior executive employees or its employees
generally over the then-remaining term of the Agreement as
calculated in accordance with Section 4 hereof, provided that
if the duration of such health insurance benefits extends beyond
the end of the applicable continuation coverage period under the
Consolidated Omnibus Budget Reconciliation Act (COBRA),
(A) the amount of benefits provided during one calendar year
shall not affect the amount of benefits provided during a
subsequent calendar year (except with respect to health plan
maximums), (B) the benefits may not be exchanged or
substituted for other forms of compensation to the Employee, and
(C) any reimbursement or payment under the benefit arrangement
will be paid in accordance with applicable plan terms and no later
than the last day of the Employee’s taxable year following
the taxable year in which he incurred the expense giving rise to
such reimbursement or payment.
(b) The Employee’s
employment may be voluntarily terminated by the Employee at any
time upon 90 days written notice to the Bank or upon such shorter
period as may be agreed upon between the Employee and the Board of
Directors of the Bank. In the event of such voluntary termination,
the Bank shall be obligated to continue to pay the Employee his
salary only through the date of termination, at the time such
payments are due, and the Bank shall have no further obligation to
the Employee under this Agreement.
(c) In the event of the death of
the Employee during the term of employment under this agreement and
prior to any termination hereunder, the Employee’s estate, or
such person as the Employee may have previously designated in
writing, shall be entitled to receive from the Bank the salary of
the Employee through the last day of the calendar month in which
his death shall have occurred, and the term of employment under
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