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FEDERAL SAVINGS AND LOAN ASSOCIATION
EMPLOYMENT
AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”), is
made and entered into as of the 21 st day of February 2009, between
Home Federal Savings and Loan Association (the
“Association” or the “Employer”), a
federally chartered savings and loan association which is the
wholly owned subsidiary of Home Federal Bancorp, Inc. of Louisiana
(the “Corporation”), and Daniel R. Herndon (the
“Executive”).
WITNESSETH
WHEREAS, the Executive is currently employed as Chairman of
the Board and Chief Executive Officer of the Association;
WHEREAS, the Executive is currently employed as Chairman,
President and Chief Executive Officer of the Corporation, a federal
corporation;
WHEREAS, the Association desires to assure itself of the
continued availability of the Executive’s services as
provided in this Agreement;
WHEREAS, the Executive is willing to serve the Association on
the terms and conditions hereinafter set forth; and
WHEREAS, the Executive is concurrently entering into a
separate employment agreement with the Corporation (the
“Corporation Agreement”).
NOW THEREFORE, in consideration of the mutual agreements
herein contained, and upon the other terms and conditions
hereinafter provided, the Association and the Executive 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 determining
severance payable under this Agreement shall be deemed to mean the
sum of (i) the annual rate of Base Salary as of the Date of
Termination, and (ii) the cash bonus, if any, earned by the
Executive for the calendar year immediately preceding the 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)
Change in Control. “Change in
Control” shall mean a change in the ownership of the
Corporation or the Association, a change in the effective control
of the Corporation or the Association or a change in the ownership
of a substantial portion of the assets of the Corporation or the
Association, in each case as provided under Section 409A of the
Code and the regulations thereunder; provided, however, that
neither any second-step conversion and reorganization in which the
MHC ceases to exist nor any increase in the ownership of the
Corporation by the MHC shall be deemed to constitute a Change in
Control.
(e)
Code. “Code” shall mean the Internal
Revenue Code of 1986, as amended.
(f)
Date of Termination. “Date of
Termination” shall mean (i) if the Executive’s
employment is terminated for Cause, the date on which the Notice of
Termination is given, and (ii) if the Executive’s employment
is terminated for any other reason, the date specified in such
Notice of Termination.
(h)
Effective Date. The Effective Date of this
Agreement shall mean February 21, 2009.
(i)
Disability. “Disability” shall mean
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.
(j)
ERISA . “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.
(i)
Good Reason. “Good Reason” means the
occurrence of any of the following conditions:
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(i) any material
breach of this Agreement by the Association, including without
limitation any of the following: (A) a material diminution in the
Executive’s base compensation, (B) a material diminution in
the Executive’s authority, duties or responsibilities as
prescribed in Section 2, or (C) any requirement that the Executive
report to a corporate officer or employee of the Association
instead of reporting directly to the Board of Directors of the
Association (the “Association Board”), or
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(ii)
any material change in the geographic location at which the
Executive must perform his services under this Agreement;
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provided, however, that prior to any termination of employment for
Good Reason, the Executive must first provide written notice to the
Association within ninety (90) days of the initial existence of the
condition, describing the existence of such condition, and the
Association shall thereafter have the right to remedy the condition
within thirty (30) days of the date the Association received the
written notice from the Executive. If the Association
remedies the condition within such thirty (30) cure period, then no
Good Reason shall be deemed to exist with respect to such
condition. If the Association does not remedy the
condition within such thirty (30) day cure period, then the
Executive may deliver a Notice of Termination for Good Reason at
any time within sixty (60) days following the expiration of such
cure period.
(k) IRS.
“IRS” shall mean the Internal Revenue
Service.
(l)
MHC. “MHC”
shall mean Home Federal Mutual Holding Company of Louisiana, the
parent mutual holding company for the Corporation and the
Association.
(m) Notice of
Termination. Any purported termination of the
Executive’s employment by the Association 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 a 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 effective immediately if the
Association terminates the Executive’s employment for Cause,
and (iv) is given in the manner specified in Section 10 hereof.
(n) Retirement.
“Retirement” shall means voluntary
termination by the Executive which constitutes a retirement,
including early retirement, under the Association’s 401(k)
plan.
2. Term of
Employment and Duties.
(a) The
Association hereby employs the Executive as the Chairman of the
Board of Directors of the Association Board and Chief Executive
Officer of the Association and the Executive hereby accepts said
employment and agrees to render such services to the Association on
the terms and conditions set forth in this
Agreement. The terms and conditions of this Agreement
shall be and remain in effect during the period of three years
beginning on the Effective Date of this Agreement and ending on the
third anniversary of the Effective Date, plus such extensions, if
any, as are provided pursuant to Section 2(b) hereof (the
“Employment Period”).
(b) Beginning
on the day that is the first annual anniversary of the Effective
Date and on each annual anniversary thereafter, the term of this
Agreement shall be extended for a period of one additional year,
provided that the Employer has not given notice to the Executive in
writing at least 30 days prior to such day that the term of this
Agreement shall not be extended further and/or the Executive has
not given notice to the Employer of his election not to extend the
term at least thirty (30) days prior to any such annual anniversary
date. If any party gives timely notice that the term
will not be extended as of any such annual anniversary date, then
this Agreement shall terminate at the conclusion of its remaining
term. References herein to the term of this Agreement
shall refer both to the initial term and successive terms.
(c) Nothing
in this Agreement shall be deemed to prohibit the Association at
any time from terminating the Executive’s employment during
the Employment Period for any reason, provided that the relative
rights and obligations of the Association and the Executive in the
event of any such termination shall be determined under this
Agreement, and provided further, that the termination of the
Executive as Chairman and/or as Chief Executive Officer shall not
result automatically in termination of the Executive’s
service as a director on the Association Board.
(d) During
the term of this Agreement, the Executive shall manage the
operations of the Association and oversee the officers that report
to him. The Executive shall also oversee the implementation of the
policies adopted by the Board of Directors of the Association. In
addition, during the term of this Agreement, the Executive shall
perform such executive services for the Association as may be
consistent with his title and from time to time assigned to him by
the Association’s Board of Directors.
(e) During
the term of this Agreement, the Association Board shall nominate
the Executive to be a director of the Association when his term
expires and recommend his election to the sole stockholder of the
Association, subject to the fiduciary duties of the Association
Board.
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
$135,500 per year (“Base Salary”), which amount may be
increased from time to time in such amounts as may be determined by
the Board of Directors of the Employer and 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 Board of Directors of
the Employer. The Executive and the Association
acknowledge that a portion of the Base Salary may be paid by the
Corporation pursuant to the terms of the Corporation Agreement for
services rendered to the Corporation by the Executive pursuant to
his service as Chairman of the Board, President and Chief Executive
Officer thereof.
(b) During
the term of this Agreement, the Executive shall be entitled to
participate in and receive the benefits of any pension or other
retirement benefit plan, profit sharing, employee stock ownership,
or other plans, benefits and privileges given to employees and
executives of the Employer, to the extent commensurate with his
then duties and responsibilities, as fixed by the Board of
Directors of the Employer. The Association 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 Association 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 Association. 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.