Exhibit 10.7
DELANCO FEDERAL SAVINGS
BANK
EMPLOYMENT
AGREEMENT
THIS AGREEMENT (the “Agreement”), made this 1st day
of August, 2008, by and between DELANCO FEDERAL SAVINGS
BANK, a federally regulated thrift savings bank (the
“Bank”), and JAMES E. IGO (the
“Executive”).
WHEREAS, Executive serves in a position of substantial
responsibility; and
WHEREAS, the Bank wishes to assure Executive’s
services for the term of this Agreement; and
WHEREAS, Executive is willing to serve in the employ of
the Bank during the term of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
contained in this Agreement, and upon the other terms and
conditions provided for in this Agreement, the parties hereby agree
as follows:
1.
Employment . The Bank will employ
Executive as Executive Vice President and Chief Operating Officer
for the term set forth herein. Executive will perform
all duties and shall have all powers commonly incident to his
positions, or which, consistent with those positions, the Board of
Directors of the Bank (the “Board”) delegates to
Executive. Executive also agrees to serve, if elected,
as an officer and/or director of any subsidiary or affiliate of the
Bank and to carry out the duties and responsibilities reasonably
appropriate to those offices.
2.
Location and Facilities . The Bank will
furnish Executive with the working facilities and staff customary
for executive officers with the titles and duties set forth in
Section 1 and as are necessary for him to perform his
duties. The location of such facilities and staff shall
be at the principal administrative offices of the Bank and Delanco
Bancorp, Inc. (the “Company”), or at such other site or
sites customary for such offices.
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The term of
this Agreement shall commence on the date of this Agreement (the
“Effective Date”) and ending on the third anniversary
of the Effective Date and shall include all extensions of this
initial term made pursuant to this Section 3.
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Commencing on
the first anniversary of the Effective Date and continuing on each
anniversary of the Effective Date thereafter, the disinterested
members of the Board may extend the Agreement term for an
additional year, so that the remaining term of the Agreement again
becomes thirty-six (36) months, unless Executive elects not to
extend the term of this Agreement by giving written notice in
accordance with Section 18 of this Agreement. The Board
will review the Agreement and Executive’s performance
annually for purposes of determining whether to extend the
Agreement term and will include the rationale and results of its
review in the minutes of its meeting. The Board will
notify Executive as soon as possible after its annual review
whether it has determined to extend the Agreement.
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For his
services as Executive Vice President and Chief Operating Officer,
the Bank agrees to pay Executive an annual base salary at the rate
of $135,000 per year, payable in accordance with customary payroll
practices.
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During the term
of this Agreement, the Board will review the level of
Executive’s base salary at least annually, based upon factors
deemed relevant, in order to determine Executive’s base
salary through the remaining term of the Agreement.
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5.
Bonuses . Executive will participate in
discretionary bonuses or other incentive compensation programs that
the Bank or the Bank may sponsor for or award from time to time to
senior management employees.
6.
Benefit Plans . Executive will
participate in life insurance, medical, dental, pension, profit
sharing, retirement and stock-based compensation plans and other
programs and arrangements that the Bank or may sponsor or maintain
for the benefit of their employees.
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Executive may
take vacations and other leave in accordance with applicable policy
for senior executives, or otherwise as approved by the
Board.
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In addition to
paid vacations and other leave, the Board may grant Executive 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.
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8.
Expense Payments and Reimbursements . The
Bank will reimburse Executive for all reasonable out-of-pocket
business expenses incurred in connection with his services under
this Agreement upon substantiation of such expenses in accordance
with applicable policies of the Bank.
9.
Loyalty and Confidentiality .
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During the term
of this Agreement, Executive will devote all his business time,
attention, skill, and efforts to the faithful performance of his
duties under this Agreement; provided, however, that from time to
time, Executive may serve on the boards of directors of, and hold
any other offices or positions in, companies or organizations that
will not present any conflict of interest with the Bank or any of
its subsidiaries or affiliates, unfavorably affect the performance
of Executive’s duties pursuant to this Agreement, or violate
any applicable statute or regulation. Executive will not
engage in any business or activity contrary to the business affairs
or interests of the Bank or any of its subsidiaries or
affiliates.
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Nothing
contained in this Agreement will prevent or limit Executive’s
right to invest in the capital stock or other securities or
interests of any business dissimilar from that of the Bank, or,
solely as a passive, minority investor, in any business.
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Executive
agrees to maintain the confidentiality of any and all information
concerning the operations or financial status of the Bank and its
affiliates; the names or addresses of any borrowers, depositors and
other customers; any information concerning or obtained from such
customers; and any other information concerning the Bank or its
affiliates to which he may be exposed during the course of his
employment. Executive further agrees that, unless
required by law or specifically permitted by the Board in writing,
he will not disclose to any person or entity, either during or
subsequent to his employment, any of the above-mentioned
information which is not generally known to the public, nor will he
use the information in any way other than for the benefit of the
Bank or its affiliates.
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10.
Termination and Termination Pay . Subject
to Section 11 of this Agreement, Executive’s employment under
this Agreement may be terminated in the following
circumstances:
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Death . Executive’s employment under
this Agreement will terminate upon his death during the term of
this Agreement, in which event Executive’s estate will
receive the compensation due to Executive through the last day of
the calendar month in which his death occurred.
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Retirement . This Agreement will terminate upon
Executive’s retirement under the retirement benefit plan or
plans in which he participates pursuant to Section 6 of this
Agreement or otherwise.
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The Board or
Executive may terminate Executive’s employment after having
determined Executive has a Disability. For purposes of
this Agreement, “Disability” means a physical or mental
infirmity that impairs Executive’s ability to substantially
perform his duties under this Agreement and results in Executive
becoming eligible for long-term disability benefits under any
long-term disability plans of the Bank (or, if no such plans exist,
that impairs Executive’s ability to substantially perform his
duties under this Agreement for a period of one hundred eighty
(180) consecutive days). The Board will determine
whether or not Executive is and continues to be permanently
disabled for purposes of this Agreement in good faith, based upon
competent medical advice and other factors that the Board
reasonably believes to be relevant. As a condition to
any benefits, the Board may require Executive to submit to physical
or mental evaluations and tests as the Board or its medical experts
deem reasonably appropriate.
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In the event of
his Disability, Executive will no longer be obligated to perform
services under this Agreement. The Bank will pay
Executive, as Disability pay, an amount equal to one hundred
percent (100%) of Executive’s rate of base salary in effect
as of the date of his termination of employment due to Disability.
The Bank will make Disability payments on a monthly basis
commencing on the first day of the month following the effective
date of Executive’s termination of employment due to
Disability and ending on the earlier of: (A) the date he returns to
full-time employment in the same capacity as he was employed prior
to his termination for Disability; (B) his death; (C) his
attainment of age 65; or (D) the date this Agreement would have
expired had Executive’s employment not terminated by reason
of Disability. The Bank will reduce Disability payments by the
amount of any short- or long-term disability benefits payable to
Executive under any other disability programs sponsored by the
Bank. In addition, during any period of
Executive’s Disability, the Bank will continue to provide
Executive and his dependents, to the greatest extent possible, with
continued coverage under all benefit plans (including, without
limitation, retirement plans and medical, dental and life insurance
plans) in which Executive and/or his dependents participated prior
to his Disability on the same terms as if he remained actively
employed by the Bank.
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d.
Termination for Cause .
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The Board may,
by written notice to Executive in the form and manner specified in
this paragraph, immediately terminate his employment at any time
for “Cause.” Executive shall have no right
to receive compensation or other benefits for any period after
termination for Cause, except for already vested
benefits. Termination for Cause shall mean termination
because of, in the good faith determination of the Board,
Executive’s:
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Breach of
fiduciary duty involving personal profit;
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Intentional
failure to perform stated duties;
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Willful
violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order;
or
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Material breach
of any provision of this Agreement.
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Notwithstanding
the foregoing, Executive’s termination for Cause will not
become effective unless the Bank has delivered to Executive a copy
of a resolution duly adopted by the affirmative vote of a majority
of the entire membership of the Board, at a meeting of the Board
called and held for the purpose of finding that, in the good faith
opinion of the Board (after reasonable notice to Executive and an
opportunity for Executive to be heard before the Board with
counsel), Executive was guilty of the conduct described above and
specifying the particulars of this conduct.
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Voluntary
Termination by Executive . In addition to his other rights to
terminate under this Agreement, Executive may voluntarily terminate
employment during the term of this Agreement upon at least sixty
(60) days prior written notice to the Board. Upon Executive’s
voluntary termination, he will receive only his compensation and
vested rights and benefits through the date of his
termination. Following his voluntary termination of
employment under this Section 10(e), Executive will be subject to
the restrictions set forth in Section 10(g) of this Agreement for a
period of one (1) year from his termination date.
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Without
Cause or With Good Reason .
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In addition to
termination pursuant to Sections 10(a) through 10(e), the Board
may, by written notice to Executive, immediately terminate his
employment at any time for a reason other than Cause (a termination
“Without Cause”) and Executive may, by
written notice to the Board, immediately terminate this Agreement
at any time within ninety (90) days following an event constituting
“Good Reason,” as defined below (a termination
“With Good Reason”).
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Subject to
Section 11 of this Agreement, in the event of termination under
this Section 10(f), Executive will receive his base salary
a
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