This Employment Agreement (this “ Agreement ”) is made as of the day of , 2006 (the “ Effective Date ”), by and between Texas United Bancshares, Inc. (hereinafter called the “ Employer ”) and Kent McCune (hereinafter called the “ Executive ”), an individual who resides in Fort Worth, Texas.
WHEREAS, the Employer and Northwest Bancshares, Inc., a Texas corporation (“ Northwest ”), are simultaneously herewith entering into an Agreement and Plan of Reorganization (“ Merger Agreement ”) pursuant to which Northwest will merge with and into the Employer, and Northwest Bank, a wholly-owned subsidiary of Northwest (“ Northwest Bank ”), will merge with and into GNB Financial, n.a., a wholly-owned subsidiary of the Employer (“ GNB Financial ”); and
WHEREAS, the Board of Directors of the Employer (the “ Board ”) believes it is in the best interest of the Employer to enter into this Agreement in order to attempt to assure management continuity of GNB Financial; and
WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employment relationship between the Employer and the Executive as set forth herein;
NOW, THEREFORE, the parties, intending to be legally bound, for the consideration set forth in this Agreement and for other good and valuable consideration, agree as follows:
1. Primary Duties; Location .
(a) Employer agrees to employ the Executive as President and Chief Operating Officer of GNB Financial. The Executive shall have responsibilities, duties and authority customarily accorded to and expected of an executive holding such position. The Executive agrees to devote full time, attention and efforts to promote and further the business of the Employer. The Executive shall report to the Board and shall perform his duties under this Agreement in accordance with such reasonable standards established from time to time by the Board.
(b) Executive shall work in the Dallas/Fort Worth Metroplex and shall be furnished with an office and other business facilities and services sufficient to carry out his duties of office.
2. Engaging in Other Employment . During the Term (as defined in section 4(a) hereof) of this Agreement, Executive shall devote all of his entire productive time, ability and attention to the business of Employer during Employer’s normal business hours. During the term of this Agreement, Executive shall not directly or indirectly render any services of a business, commercial or professional nature relating to banking or financial matters to any other person or organization, whether for compensation or otherwise, without the prior written consent of
Employer. Executive’s non-competition obligations following the Term of this Agreement are set forth in Paragraph 6 hereof.
3. Compensation and Benefits . For all services rendered by the Executive to the Employer and its Subsidiaries, the Employer shall compensate the Executive as follows:
(a) Base Salary. Commencing the Effective Date, the Employer agrees to pay the Executive a base salary of $165,000 per annum, less applicable statutory deductions (the “Base Salary”), payable on a regular basis in accordance with the Employer’s standard payroll procedures, but not less frequently than monthly. The amount of Base Salary shall be reviewed by the Board no less often than annually and may be increased from time to time by such amounts as the Board in its discretion may decide.
(b) Starting Bonus . Executive shall be paid a bonus of $30,000 on Executive’s first day of employment as President and Chief Operating Officer of GNB Financial under this Agreement.
(c) Benefits. Executive shall be entitled to coverage, subject to contributions required of executives of the Employer generally, for the Executive and dependent family members under health, hospitalization, disability, dental, life and other insurance plans that the Employer may have in effect from time to time for the benefit of similarly situated employees of the Employer.
(d) Reasonable Executive Expenses. The Executive shall be eligible to participate in any fringe benefit plan or program which may be or become applicable to the Employer’s executive employees. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him (in accordance with the policies and practices of the Employer or as may be established by the Board for its senior executives) in performing services under this Agreement, provided that the Executive properly accounts for such expenses in accordance with the Employer’s policies.
(e) Club Dues; Car . During the Term of this Agreement, Employer will reimburse Executive for Executive’s membership dues at the Trophy Club Country Club and Womack’s Personal Trainer Gym. During the Term of this Agreement, Employer shall provide Executive with the use of an automobile.
(f) Vacation. The Executive shall be entitled to annual vacation time determined in accordance with the Employer’s standard practices, and equal to the vacation time granted other similarly situated executive employees of Employer.
4. Term, Termination and Rights upon Termination .
(a) Term . The term of this Agreement shall begin on the Effective Date and continue for two (2) years (the “Initial Term”) unless terminated sooner as herein provided. Following the Initial Term, Executive’s employment shall continue by automatic, successive, one-month “evergreen” renewals (each such successive renewal period together with the Initial Term, the “Term”), unless either party declines to renew.
A party declining to renew must provide to the other party written notice of the non-renewal at least fourteen (14) calendar days prior to the end of the then-current term. This Agreement and the Executive’s employment may be terminated in any one of the following ways:
(b) Termination as a Result of the Executive’s Death . The death of the Executive shall immediately terminate this Agreement, and the Executive’s estate shall be entitled to a lump sum cash amount representing all compensation and benefits earned by the Executive and unpaid as of the date of termination, less applicable statutory deductions, and any other benefits under insurance programs and other employee plans in accordance with the terms of such arrangements.
(c) Termination on Account of Disability . The Employer may terminate this Agreement and Executive’s employment upon a determination of Disability (as defined below), such termination to be effective immediately upon written notice to Executive. The term “Disability” means Executive’s inability to perform his usual services to the Employer because of mental or physical illness or injury for the consecutive days as defined in the Employer’s disability policy then in effect, which inability to perform will be determined by a physician selected by the Employer. Upon termination of employment upon a determination of Disability, the Executive shall be entitled to a lump sum cash amount representing all compensation and benefits earned by the Executive and unpaid as of the date of termination, less applicable statutory deductions, and any other benefits under insurance programs and other employee plans in accordance with the terms of such arrangements.
(d) Termination by the Employer for Cause . The Employer may terminate this Agreement and Executive’s employment for “Cause,” which shall mean: (i) fraud, embezzlement, theft or misappropriation of funds or other property of the Employer, (ii) self-dealing or gross negligence in the performance by Executive of his duties pursuant to this Agreement, (iii) the repeated failure or refusal by Executive to perform his duties to the Employer as provided herein, other than due to Disability, (iv) the commission by Executive of any willful acts of bad faith or gross misconduct against the Employer, (v) the indictment of Executive for a felony or other criminal act involving dishonesty, whether or not relating to his employment with the Employer, (vi) the repeated breach of a lawful, established policy or procedure of the Employer; provided that with respect to clauses (iii) and (vi), Employer shall give Executive written notice of the breach or other failure on the part of Executive and the actions necessary to correct such breach, if applicable. If Executive fails to cure the breach or failure within twenty (20) days of receipt of such notice or if the breach or failure is incurable, Employer may proceed to terminate Executive’s employment for Cause without further notice.
(e) Termination by Employer Without Cause . At any time after the commencement of employment, the Employer may for any reason terminate this Agreement and the Executive’s employment (i.e., other than for Cause, death or Disability), such termination to be effective immediately upon the giving of written notice to Executive by Employer.
(f) Termination by Executive . Executive may terminate this Agreement and Executive’s employment at any time and for any reason upon thirty (30) days notice. In the event Executive wishes to terminate Executive’s employment hereunder for Good Reason (as defined below), Executive shall first give the Employer written notice of the action by the Employer which the Executive purports to have resulted in a material adverse change giving rise to the Good Reason, and the actions necessary to correct such material adverse change. If the Employer fails to cure the material adverse change within twenty (20) days of the receipt of such notice, Executive may proceed to terminate Executive’s employment for Good Reason without further notice. The term “Good Reason” means any action by the Employer which results in a material adverse change in Executive’s position, authority, duties, responsibilities, compensation or location, except as otherwise permitted in this Agreement.
5. Certain Payments Following Termination of Employment .
(a) If Executive’s employment with the Employer is terminated by the Employer for Cause or if Executive terminates Executive’s employment without Good Reason, Executive shall thereafter be entitled to receive from the Employer a lump sum cash amount representing all compensation and benefits earned by the Executive and unpaid as of the date of termination, less applicable statutory deductions. If Executive’s employment is terminated by Employer for Cause, such amount shall be paid to Executive within six (6) days of termination. Further, if the Employer terminates the Executive for Cause or the Executive terminates this Agreement without Good Reas