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Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made as of January 12, 2009,
between MID-WISCONSIN FINANCIAL SERVICES, INC., its successors and
assigns (the "Company") and JAMES F. WARSAW (the "Executive").
RECITALS
The Company and the Executive acknowledge the following:
A.
The Executive has valuable expertise and experience in the
Company’s business which will enable him to provide valuable
business and management services to the Company.
B.
The Company desires to employ the Executive and the Executive
desires to accept such employment on the terms and conditions set
forth in this Agreement.
C.
The Executive’s employment is expressly conditioned upon
entering into this Agreement and the Company will not employ the
Executive absent his execution of this Agreement.
AGREEMENTS
In consideration of the mutual covenants and agreements set
forth in this Agreement, the parties agree as follows:
1.
Employment . The Company employs the Executive and
the Executive accepts employment with the Company on the terms and
conditions set forth in this Agreement.
2.
Term . The term of the Executive’s employment
shall commence on the date of this Agreement and continue until
January 12, 2012, unless sooner terminated in accordance with the
terms hereof (the "Employment Period").
3.
Duties . The Executive shall serve as President and
Chief Executive Officer of the Company and will, under the
direction of the Board of Directors of the Company, faithfully and
to the best of his ability perform the duties assigned to him from
time to time by the Board of Directors. The Executive agrees to devote his entire business time, effort, skill and attention to
the discharge of such
duties while employed by the Company. During the Employment
Period, Executive shall be appointed to the Board of Directors of
the Mid-Wisconsin Bank (the "Bank") and shall also be nominated for
election to the Board of Directors of the Company at the
Company’s annual meeting of shareholders. Executive
shall not receive a separate fee for sitting on the Board of
Directors of the Company or the Bank. Executive may also be
appointed to assume the duties of President of the Bank.
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4.
Compensation . The Executive shall receive a base
salary of $ 230,000
per year ("Base Salary") for all duties performed on behalf of the
Company, the Bank and their affiliates, which will be payable in
regular installments in accordance with the Company’s regular
payroll practices and which will be subject to ordinary tax
withholding and all required deductions. Except as otherwise
provided, the Company’s obligation to pay Base Salary shall
terminate upon termination of this Agreement.
5.
Benefits .
(a)
Insurance . The Executive shall be eligible to
participate in any group health, life, dental, or other group
insurance plan offered by the Company to its executive employees,
subject to the terms, provisions and limitations of such plans or
programs, during the Employment Period. The Executive shall
pay any required employee contribution for such plans.
(b)
Reimbursement for Reasonable Business Expenses .
The Company shall reimburse the Executive for reasonable
expenses incurred by him in connection with the performance of his
duties pursuant to this Agreement, which are consistent with the
Company’s policies in effect from time to time, including,
but not limited to, travel expenses, expenses in connection with
seminars, professional conventions or similar professional
functions and other reasonable business expenses. The
Executive agrees to provide the Company with receipts and/or
documentation sufficient to permit the Company to take its full
business expense deduction.
(c)
Automobile . The Company agrees to reimburse the
Executive for an amount to be agreed upon by the Executive and the
Company for the lease of a vehicle by the Executive. In the
alternative, the Company and the Executive may agree that the
Company will purchase a mutually agreeable vehicle for the
exclusive use of the Executive. Additionally, the Company
will pay for the gas used for business purposes. All
maintenance and insurance expense for the automobile is the
responsibility of the Company. The vehicle will be used in
accordance with all Company policies and procedures.
(d)
Vacation . The Executive shall be entitled to four
weeks of paid vacation annually, which must be used during the
applicable year and not rolled over to subsequent years. The
Executive and the Company shall mutually determine the time and
intervals of such vacation.
(e)
Bonuses . The Executive will participate in a cash
bonus plan which will provide for a target bonus equal to 30% of
his Base Salary and a maximum bonus equal to 50% of his Base
Salary. The criteria for receiving the bonus will be agreed
to annually by the Executive and the Board of Directors of the
Company. The criteria shall be based 80% on Company and
Bank-wide criteria and 20% shall be based on achieving individual
goals set by the Board of Directors and the Executive.
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(f)
Other Benefits . Executive shall also be eligible
to receive fringe benefits and to participate in any other
retirement or welfare benefit plan or program generally offered by
the Company to its executive employees, subject to the terms,
provisions and limitations of such plans or programs during the
Employment Period.
6.
Termination of Employment .
(a)
Termination of the Employment . The employment of
the Executive shall be terminated before the originally anticipated
end of the Employment Period (i) upon the Executive’s
death or Disability; (ii) upon the delivery to the Company of
the Executive’s written notice of resignation or
(iii) upon the delivery to the Executive of the
Company’s written notice of termination with or without Cause
or specified reason.
(b)
Definitions .
(i)
For purposes of this Agreement, "Disability" shall mean
[a] a physical or mental condition which qualifies as a total
and permanent disability under the terms of any plan or policy
maintained by the Company and for which the Executive is eligible
to receive benefits under such plan or disability policy, or
[b] if the Executive does not participate in a disability
plan, or is not covered by a disability policy, of the Company,
"Disability" means the permanent and total inability of a
participant by reason of mental or physical infirmity, or both, to
perform the work customarily assigned to him or her, if a medical
doctor selected or approved by the Board of Directors, and
knowledgeable in the field of such infirmity, advises the Company
either that it is not possible to determine when such Disability
will terminate or that it appears probable that such Disability
will continue for a period of at least one year.
(ii)
For purposes of this Agreement, "Cause" shall mean any one or
more of the following on the part of the Executive:
[a] the commission of an act which results in a payment
of a claim filed by the Company or the Bank under a blanket banker
fidelity bond policy as from time to time and at any time
maintained; [b] an intentional and willful failure to
substantially perform his duties; [c] willful misconduct in
the course of the Executive’s employment which is
demonstrably and materially injurious to the Company or the Bank;
[d] breach of a fiduciary duty involving personal profit or
acts or omissions of personal dishonesty, including, but not
limited to, commission of any crime of theft, embezzlement,
misapplication of funds, unauthorized issuance of obligations, or
false entries; [e] any intentional, reckless, or negligent act
or omission to act which results in the violation by the Executive
of any policy established by the Company or the Bank which is
designed to insure compliance with applicable banking, securities,
employment discrimination laws, except any act done by the
Executive in good faith, as determined in the reasonable discretion
of the Board of Directors, or which results in a violation of such
policies or law which is, in the reasonable sole discretion of such
Board of Directors, immaterial; [f] material breach of the
terms of this Agreement by the Executive, which remains uncured
after 15 days’ notice from the Company; or [g] failure
of the Company to meet the objectives set forth on Exhibit A
for any one-year period.
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(iii)
For purposes of this Agreement, "Change of Control" shall
mean:
(1)
the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 30% or more of either
[i] the then outstanding shares of common stock of the Company
(the "Outstanding Common Stock") or [ii] the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the
"Outstanding Voting Securities"); provided, however, that the
following acquisitions shall not constitute a Change of Control:
[i] any acquisition directly from the Company,
[ii] any acquisition by the Company, [iii] any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or [iv] any acquisition by any
corporation pursuant to a transaction which complies with
clauses [i], [ii] and [iii] of subsection [c] of this
definition; or
(2)
individuals who, as of the date hereof, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board of Directors
of the Company; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or
nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board of Directors of the
Company; or
(3)
approval by the stockholders of the Company of a reorganization,
merger or consolidation (a "Business Combination"), in each case,
unless, following such Business Combination, [i] all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Common Stock
and Outstanding Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly
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