Exhibit 10.1
EMPLOYMENT
AGREEMENT
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.
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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.
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(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
