Exhibit 10.7
EMPLOYMENT
AGREEMENT
This Employment Agreement (this
“Agreement”) is made effective as of
, 2009 (the “Effective
Date”), by and between Versailles Savings and Loan Company,
an Ohio chartered stock savings and loan company (the
“Bank”) and Douglas P. Ahlers
(“Executive”). The Bank and Executive are sometimes
collectively referred to herein as the “parties.” Any
reference to the “Company” shall mean Versailles
Financial Corporation, the holding company of the Bank. The Company
is a signatory to this Agreement for the purpose of guaranteeing
the Bank’s performance hereunder.
WITNESSETH
WHEREAS , Executive is currently employed as President
and Chief Executive Officer of the Bank;
WHEREAS , the Bank has adopted a Plan of Conversion
pursuant to which the Bank will convert to an Ohio chartered stock
savings and loan company and become a wholly owned subsidiary of
the Company;
WHEREAS , the Bank desires to assure itself of the
continued availability of the Executive’s services as
provided in this Agreement; and
WHEREAS , the Executive is willing to serve the Bank on
the terms and conditions hereinafter set forth.
NOW, THEREFORE
, in consideration of the mutual
covenants herein contained, and upon the terms and conditions
hereinafter provided, the parties hereby agree as
follows:
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1.
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POSITION AND
RESPONSIBILITIES.
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During the term of this Agreement,
Executive shall serve as a member of the board of directors of the
Bank (the “Board”), President and Chief Executive
Officer of the Bank. Executive shall be responsible for the overall
management of the Bank, and shall be responsible for establishing
the business objectives, policies and strategic plan of the Bank,
in conjunction with the Board. Executive also shall be responsible
for providing leadership and direction to all departments or
divisions of the Bank, and shall be the primary contact between the
Board and the staff. As Chief Executive Officer, Executive shall
directly report to the Board. Executive also shall be nominated as
a member of the Board, subject to election by members or
shareholders of the Bank, as the case may be. Executive also agrees
to serve, if elected, as an officer and director of any affiliate
of the Bank.
(a) Three Year Contract; Annual
Renewal . The term of this Agreement will begin as of the
Effective Date and shall continue thereafter for a period of three
(3) years. Beginning on the first annual anniversary date of
this Agreement, and on each annual anniversary date thereafter, the
term of this Agreement shall be extended for a period of one year
in addition to
the then-remaining term; provided that
(1) the Bank has not given notice to the Executive in writing
at least ninety (90) days prior to such renewal date that the
term of this Agreement shall not be extended further; and
(2) prior to such renewal date, the disinterested members of
the Board of Directors of the Bank (the “Board”) have
explicitly reviewed and approved the extension and the results
thereof shall be included in the minutes of the Board’s
meeting. On an annual basis prior to the deadline for the notice
period referenced above, the Board shall conduct a performance
review of the Executive for purposes of determining whether to
provide notice of non-renewal. Reference herein to the term of this
Agreement shall refer to both such initial term and such extended
terms.
(b) Termination of Agreement
. Notwithstanding anything contained in this Agreement to the
contrary, either Executive or the Bank may terminate
Executive’s employment with the Bank at any time during the
term of this Agreement, subject to the terms and conditions of this
Agreement.
(c) Continued Employment
Following Expiration of Term . Nothing in this Agreement shall
mandate or prohibit a continuation of Executive’s employment
following the expiration of the term of this Agreement, upon such
terms and conditions as the Bank and Executive may mutually
agree.
(d) Duties; Membership on Other
Boards . During the term of this Agreement, except for periods
of absence occasioned by illness, reasonable vacation periods, and
reasonable leaves of absence approved by the Board, Executive shall
devote substantially all of his business time, attention, skill,
and efforts to the faithful performance of his duties hereunder,
including activities and services related to the organization,
operation and management of the Bank; provided, however, that,
Executive may serve, or continue to serve, on the boards of
directors of, and hold any other offices or positions in, business
companies or business or civic organizations, which, in the
Board’s judgment, will not present any conflict of interest
with the Bank, or materially affect the performance of
Executive’s duties pursuant to this Agreement. Executive
shall provide the Board of Directors annually for its approval a
list of organizations for which the Executive acts as a director or
officer.
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3.
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COMPENSATION, BENEFITS AND
REIMBURSEMENT.
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(a) Base Salary . In
consideration of Executive’s performance of the duties set
forth in Section 2, the Bank shall provide Executive the
compensation specified in this Agreement. The Bank shall pay
Executive a salary of $97,000 per year (“Base Salary”).
The Base Salary shall be payable in the same frequency as other
officers of the Bank are generally paid. During the term of this
Agreement, the Base Salary shall be reviewed at least annually by
the Board or by a committee designated by the Board, and the Bank
may increase, but not decrease (except for a decrease that is
generally applicable to all employees) Executive’s Base
Salary. Any increase in Base Salary shall become “Base
Salary” for purposes of this Agreement.
(b) Bonus and Incentive
Compensation . Executive shall be entitled to equitable
participation in incentive compensation and bonuses in any plan or
arrangement of the Bank or the Company in which Executive is
eligible to participate. Nothing paid to Executive under any such
plan or arrangement will be deemed to be in lieu of other
compensation to which Executive is entitled under this
Agreement.
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(c) Employee Benefits . The
Bank shall provide Executive with employee benefit plans,
arrangements and perquisites substantially equivalent to those in
which Executive was participating or from which he was deriving
benefit immediately prior to the commencement of the term of this
Agreement, and the Bank shall not, without Executive’s prior
written consent, make any changes in such plans, arrangements or
perquisites that would adversely affect Executive’s rights or
benefits thereunder, except as to any changes that are applicable
to all participating employees. Without limiting the generality of
the foregoing provisions of this Section 3(c), Executive will
be entitled to participate in and receive benefits under any
employee benefit plans including, but not limited to, retirement
plans, supplemental retirement plans, pension plans, profit-sharing
plans, health-and-accident insurance plans, medical coverage or any
other employee benefit plan or arrangement made available by the
Bank and/or the Company in the future to its senior executives,
including any stock benefit plans, subject to and on a basis
consistent with the terms, conditions and overall administration of
such plans and arrangements.
(d) Paid Time Off . Executive
shall be entitled to paid vacation time each year during the term
of this Agreement (measured on a fiscal or calendar year basis, in
accordance with the Bank’s usual practices), as well as sick
leave, holidays and other paid absences in accordance with the
Bank’s policies and procedures for senior executives. Any
unused paid time off during an annual period shall be treated in
accordance with the Bank’s personnel policies as in effect
from time to time.
(e) Expense Reimbursements .
The Bank shall also pay or reimburse Executive for all reasonable
travel, entertainment and other reasonable expenses incurred by
Executive during the course of performing his obligations under
this Agreement, including, without limitation, fees for memberships
in such clubs and organizations as Executive and the Board shall
mutually agree are necessary and appropriate in connection with the
performance of his duties under this Agreement, upon presentation
to the Bank of an itemized account of such expenses in such form as
the Bank may reasonably require, provided that such payment or
reimbursement shall be made as soon as practicable but in no event
later than March 15 of the year following the year in which
such right to such payment or reimbursement occurred.
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4.
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PAYMENTS TO
EXECUTIVE UPON AN EVENT OF TERMINATION.
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(a) Upon the occurrence of an Event
of Termination (as herein defined) during the term of this
Agreement, the provisions of this Section 4 shall apply;
provided, however, that in the event such Event of Termination
occurs within eighteen (18) months following a Change in
Control (as defined in Section 5 hereof), Section 5 shall
apply instead. As used in this Agreement, an “Event of
Termination” shall mean and include any one or more of the
following:
(i) the involuntary termination of
Executive’s employment hereunder by the Bank for any reason
other than termination governed by Section 5 (in connection
with or following a Change in Control), Section 6 (due to
Disability or death), Section 7 (due to Retirement), or
Section 8 (for Cause), provided that such termination
constitutes a “Separation from Service” within the
meaning of Section 409A of the Internal Revenue Code
(“Code”); or
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(ii) Executive’s resignation
from the Bank’s employ upon any of the following, unless
consented to by Executive:
(A) failure to appoint Executive to
the position set forth in Section 1, or a material change in
Executive’s function, duties, or responsibilities, which
change would cause Executive’s position to become one of
lesser responsibility, importance, or scope from the position and
responsibilities described in Section 1, to which Executive
has not agreed in writing (and any such material change shall be
deemed a continuing breach of this Agreement by the
Bank);
(B) a relocation of
Executive’s principal place of employment to a location that
is more than 20 miles from the location of the Bank’s
principal executive offices as of the date of this
Agreement;
(C) a material reduction in the
benefits and perquisites, including Base Salary, to Executive from
those being provided as of the Effective Date (except for any
reduction that is part of a reduction in pay or benefits that is
generally applicable to officers or employees of the
Bank);
(D) a liquidation or dissolution of
the Bank; or
(E) a material breach of this
Agreement by the Bank.
Upon the occurrence of any event
described in clause (ii) above, Executive shall have the right
to elect to terminate his employment under this Agreement by
resignation for “Good Reason” upon not less than thirty
(30) days prior written notice given within a reasonable
period of time (not to exceed ninety (90) days) after the
event giving rise to the right to elect, which termination by
Executive shall be an Event of Termination. The Bank shall have
thirty (30) days to cure the condition giving rise to the
Event of Termination, provided that the Bank may elect to waive
said thirty (30) day period.
(b) Upon the occurrence of an Event
of Termination, the Bank shall pay Executive, or, in the event of
his subsequent death, his beneficiary or beneficiaries, or his
estate, as the case may be, as severance pay or liquidated damages,
or both, the Base Salary and bonuses that Executive would be
entitled to for the remaining unexpired term of the Agreement. For
purposes of determining the bonus(es) payable hereunder, the
bonus(es) will be deemed to be (i) equal to the highest bonus
paid at any time during the prior three years, and
(ii) otherwise paid at such time as such bonus would have been
paid absent an Event of Termination. Such payments shall be paid in
a lump sum within ten (10) days of the Executive’s
Separation from Service (within the meaning of Section 409A of
the Code) and shall not be reduced in the event Executive obtains
other employment following the Event of Termination.
Notwithstanding the foregoing, Executive shall not be entitled to
any payments or benefits under this Section 4 unless and until
Executive executes a release of his claims against the Bank, the
Company and any affiliate, and their officers, directors,
successors and assigns, releasing said persons from any and all
claims,
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rights, demands, causes of action, suits,
arbitrations or grievances relating to the employment relationship,
including claims under the Age Discrimination in Employment Act,
but not including claims for benefits under tax-qualified plans or
other benefit plans in which Executive is vested, claims for
benefits required by applicable law or claims with respect to
obligations set forth in this Agreement that survive the
termination of this Agreement.
(c) Upon the occurrence of an Event
of Termination, the Bank shall pay Executive, or in the event of
his subsequent death, his beneficiary or beneficiaries, or his
estate, as the case may be, a lump sum cash payment reasonably
estimated to be equal to the present value of the contributions
that would have been made on the Executive’s behalf under the
Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP,
and any other defined contribution plan maintained by the Bank), as
if Executive had continued working for the Bank for the remaining
unexpired term of the Agreement following such Event of
Termination, earning the salary that would have been achieved
during such period. Such payments shall be paid in a lump sum
within ten (10) days of the Executive’s Separation from
Service and shall not be reduced in the event Executive obtains
other employment following the Event of Termination.
(d) Upon the occurrence of an Event
of Termination, the Bank shall provide, at the Bank’s
expense, for the remaining unexpired term of the Agreement,
nontaxable medical and dental coverage and life insurance coverage
substantially comparable, as reasonably available, to the coverage
maintained by the Bank for Executive prior to the Event of
Termination, except to the extent such coverage may be changed in
its application to all Bank employees.
(e) For purposes of this Agreement,
a “Separation from Service” shall have occurred if the
Bank and Executive reasonably anticipate that either no further
services will be performed by the Executive after the date of the
Event of Termination (whether as an employee or as an independent
contractor) or the level of further services performed will not
exceed 49% of the average level of bona fide services in the 12
months immediately preceding the Event of Termination. For all
purposes hereunder, the definition of Separation from Service shall
be interpreted consistent with Treasury Regulation
Section 1.409A-1(h)(ii). If Executive is a Specified Employee,
as defined in Code Section 409A and any payment to be made
under sub-paragraph (b) or (c) of this Section 4
shall be determined to be subject to Code Section 409A, then
if required by Code Section 409A, such payment or a portion of
such payment (to the minimum extent possible) shall be delayed and
shall be paid on the first day of the seventh month following
Executive’s Separation from Service.
(a) Any payments made to Executive
pursuant to this Section 5 are in lieu of any payments that
may otherwise be owed to Executive pursuant to this Agreement under
Section 4, such that Executive shall either receive payments
pursuant to Section 4 or pursuant to Section 5, but not
pursuant to both Sections.
(b) For purposes of this Agreement,
the term “Change in Control” shall mean:
(i) a change in control of a nature
that would be required to be reported in response to
Item 5.01(a) of the current report on Form 8-K, as in effect
on the date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”); or
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(ii) a change in control of the Bank
within the meaning of the Home Owner’s Loan Act, as amended
(“HOLA”), and applicable rules and regulations
promulgated thereunder, as in effect at the time of the Change in
Control; or
(iii) any of the following events,
upon which a Change in Control shall be deemed to have
occurred:
(A) any “person” (as the
term is used in Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Bank or the Company representing 25% or more of
the combined voting power of such outstanding securities, except
for any securities purchased by any employee stock ownership plan
or trust established by the Bank or the Company; or
(B) individuals who constitute the
Board on the Effective Date (the “Incumbent Board”)
cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the
Effective Date whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by stockholders of the Bank or the
Company was approved by the same Nominating Committee serving under
an Incumbent Board, shall be, for purposes of this subsection (B),
considered as though they were members of the Incumbent Board;
or
(C) a sale of all or substantially
all the assets of the Bank or the Company, or a plan of
reorganization, merger, consolidation, or similar transaction
occurs in which the security holders of the Bank or the Company
immediately prior to the consummation of the transaction do not own
at least 50.1% of the securities of the surviving entity to be
outstanding upon consummation of the transaction; or
(D) a proxy statement is issued
soliciting proxies from stockholders of the Bank or the Company by
someone other than the current management of the Bank or the
Company of the Bank, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Bank or the Company,
or similar transaction with one or more corporations as a result of
which the outstanding shares of the class of securities then
subject to the plan are to be exchanged for or converted into cash
or property or securities not issued by the Bank or the Company;
or
(E) a tender offer is made for 25%
or more of the voting securities of the Bank or the Company, and
stockholders owning beneficially or of record 25% or more of the
outstanding securities of the Bank or the Company have tendered or
offered to sell their shares pursuant to such tender offer and such
tendered shares have been accepted by the tender
offeror.
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(F) Notwithstanding anything herein
to the contrary, a Change in Control shall not be deemed to have
occurred in connection with the conversion of the Bank to a stock
Bank as a subsidiary of the Company.
(c) Upon the occurrence of a Change
in Control followed within eighteen (18) months by an Event of
Termination (as defined in Section 4 hereof), Executive, shall
receive as severance pay or liquidated damages, or both, a lump sum
cash payment equal to three times the sum of
(i) Executive’s highest annual rate of Base Salary paid
to Executive at any time under this Agreement, plus (ii) the
highest bonus paid to Executive with respect to the three completed
fiscal years p