EXHIBIT 10.10
EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made and entered
into as of this 24 th day of October, 2005, by and
between METABANK, 121 E. 5 th Street, Storm Lake, Iowa
50588 (hereinafter referred to as the “Bank” whether in
mutual or stock form) and Bradley C. Hanson (the
“Employee”), who resides at 27332 Ridgeway Road,
Harrisburg, South Dakota 57032.
WHEREAS,
the Employee is currently serving as Executive Vice President;
and
WHEREAS,
the Bank is a publically held corporation as the subsidiary of Meta
Financial Group, Inc. (the “Holding Company”)
and
WHEREAS,
the Board of Directors of the Bank recognizes that, as is the case
with publicly held corporations generally, the possibility of a
change in control of the
Holding
Company and/or the Bank may exist and that such possibility, and
the uncertainty and questions which it may raise among management,
may result in the departure or distraction of key management
personnel to the detriment of the Bank, the
Holding
Company and it stockholders; and
WHEREAS,
the Board of Directors of the Bank believes it is in the best
interests of the Bank to enter into this Agreement with the
Employee in order to assure continuity of management of the Bank
and to reinforce and encourage the continued attention and
dedication of the Employee to his assigned duties without
distraction in the face of potentially disruptive circumstances
arising from the possibility of a change in control of the Holding
Company, although no such change is now contemplated;
and
WHEREAS,
the Board of Directors of the Bank has approved and authorized the
execution of this Agreement with the Employee to take effect as
stated in Section 4 hereof;
NOW,
THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, it is
AGREED as follows:
1.
Employment . The Employee will be employed as
Executive Vice President of the Bank. As Executive Vice President,
Employee shall render administrative and management services as are
customarily performed by persons situated in similar executive
capacities, and shall have other powers and duties as may from time
to time be prescribed by the Board, provided that such duties are
consistent with the Employee’s position as Executive Vice
President and are agreed to by Employee. The Employee shall
continue to devote his best efforts and substantially all his
business time and attention to the business and affairs of the Bank
and its subsidiaries and affiliated companies.
2.
Compensation .
(a)
Salary . The Bank agrees to pay the Employee during the term
of this Agreement a salary established by the Board of Directors.
The salary hereunder as of the Commencement Date (as defined in
Section 4 hereof) shall be at least equal to the Employee’s
salary in effect immediately prior to the Commencement Date. The
salary provided for herein shall be payable not less frequently
than biweekly in accordance with the practices of the Bank,
provided, however, that no such salary is required to be paid by
the terms of this Agreement in respect of any month or portion
thereof subsequent to the termination of
this Agreement and provided
further, that the amount of such salary shall be reviewed by the
Board of Directors not less often than annually and may be
increased (but not decreased) from time to time in such amounts as
the Board of Directors in its discretion may decide, subject to the
customary withholding tax and other employee taxes as required with
respect to compensation paid by a corporation to an
employee.
(b)
Discretionary Bonuses . The Employee shall be entitled to
participate in an equitable manner with all other executive
officers of the Bank in discretionary bonuses as authorized and
declared by the Board of Directors of the Bank to its executive
employees. No other compensation provided for in this Agreement
shall be deemed a substitute for the Employee’s right to
participate in such bonuses when and as declared by the Board of
Directors.
(c)
Expenses . During the term of his employment hereunder, the
Employee shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by him (in accordance with policies
and procedures at least as favorable to the Employee as those
presently applicable to the senior executive officers of the Bank)
in performing services hereunder, provided that the Employee
properly accounts therefore in accordance with Bank
policy.
3.
Benefits .
(a)
Participation in Retirement and Employee Benefit Plans . The
Employee shall be entitled while employed hereunder to participate
in, and receive benefits under, all plans relating to stock
options, stock purchases, pension, thrift, profit-sharing, group
life insurance, medical coverage, education, cash or stock bonuses,
and other retirement or employee benefits or combinations thereof,
that are now or hereafter maintained for the benefit of the
Bank’s executive employees or for its employees
generally.
(b)
Fringe Benefits . The Employee shall be eligible while
employed hereunder to participate in, and receive benefits under,
any other fringe benefits which are or may become applicable to the
Bank’s executive employees or to its employees
generally.
4.
Term . The term of employment under this Agreement
shall be a period of three (3) years commencing on the date of
completion of the Conversion (the Commencement Date”) subject
to earlier termination as provided herein. Beginning on the first
anniversary of the Commencement Date, and on each anniversary
thereafter, the term of employment under this Agreement shall be
extended for a period of one year unless either the Bank or the
Employee gives contrary written notice to the other not less than
90 days in advance of the date on which the term of employment
under this Agreement would otherwise be extended, provided
that such term will not be automatically extended unless, prior
thereto, such extension is approved by the Board of Directors
following the Board’s review of a formal performance
evaluation of the Employee performed by the disinterested members
of the Board of Directors of the Bank and reflected in the minutes
of the Board of Directors. Reference herein to the term of
employment under this Agreement shall refer to both such initial
term and such extended terms.
5.
Vacations . The Employee shall be entitled, without
loss of pay, to absent himself voluntarily from the performance of
his employment under this Agreement, all such voluntary absences to
count as vacation time, provided that:
(a) the
Employee shall be entitled to an annual vacation of not less than
five (5) weeks per year;
(b) the
timing of vacations shall be scheduled in a reasonable manner by
the Employee; and
(c) solely
at the Employee’s request, the Board of Directors shall be
entitled to grant to the Employee 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.
6.
Termination of Employment; Death .
(a)
The Board of Directors may terminate the Employee’s
employment at any time, but any termination by the Bank’s
Board of Directors, other than termination for cause, shall not
prejudice the Employee’s right to compensation or other
benefits under the Agreement. If the employment of the Employee is
involuntarily terminated, other than for “cause” as
provided in this Section 6 (a) or pursuant to any of Sections 6 (d)
through 6 (g), or by reason of death or disability as provided in
Sections 6 (c) or 7, the Employee shall be entitled to receive, (i)
his then applicable salary for the then-remaining term of the
Agreement as calculated in accordance with Section 4
hereof, payable in such manner and at such times as such
salary would have been payable to the Employee under Section 2
before any reduction or adverse change in salary or benefits under
section (a)(2)(iii) below, and (ii) health insurance benefits as
maintained by the Bank for the benefit of its senior executive
employees or its employees generally over the then-remaining term
of the Agreement as calculated in accordance with Section 4
hereof.
The
terms “termination” or “involuntarily
terminated” in this Agreement shall refer to the termination
of the employment of Employee without his express written
consent.
The
Employee shall be considered to be involuntarily terminated (1) if
the employment of the Employee is involuntarily terminated for any
reason other than for “cause” as provided in this
Section 6 (a), pursuant to any of Sections 6 (d) through 6 (g) or
by reason of death or disability as provided in Sections 6 (c) and
7; or (2) there occurs a material diminution of or interference
with the Employee’s duties, responsibilities and benefits as
Executive Vice President of the Bank. By way of example and not by
way of limitation, any of the following actions, if unreasonable or
materially adverse to the Employee, shall constitute such
diminution or interference unless consented to in writing by the
Employee: (i) a change in the principal workplace of the Employee
to a location more than fifty (50) miles from the Bank’s main
office; (ii) a material demotion of the Employee, a reduction in
the number or seniority of other Bank personnel reporting to the
Employee, or a reduction in the frequency with which, or in the
nature of the matters with respect to which, such personnel are to
report to the Employee, other than as part of a Bank or Holding
Company-wide reduction in staff; or (iii) a reduction or adverse
change in the salary, perquisites, benefits, contingent benefits or
vacation time which had theretofore been provided to the Employee,
other than as part of an overall program applied uniformly and with
equitable effect to all members of the senior management of the
Bank or the Holding Company.
In
the case of termination of the Employee’s employment for
cause, the Bank shall pay the Employee his salary through the date
of termination, and the Bank shall have no further obligation to
the Employee under this Agreement. The Employee shall have no right
to receive compensation or other benefits for any period after
termination for cause. For purposes of this Agreement, termination
for “cause” shall include termination because of the
Employee’s personal dishonesty, incompetence, willful
misconduct, breach of a 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 relating to the
business conducted by Bank, or material breach of any provision of
this Agreement. Notwithstanding the foregoing, the Employee shall
not be deemed to have been terminated for cause unless and until
there shall have been delivered to the Employee a copy of a
resolution, duly adopted by the affirmative vote of not less than a
majority of the disinterested members of the Board of Directors of
the Bank at a meeting of the Board called and held for such purpose
(after reasonable notice to the Employee and an opportunity for the
Employee, together with the Employee’s counsel, to be heard
before the Board), stating that in the good faith opinion of the
Board the Employee
was guilty of conduct
constituting “cause” as set forth above and specifying
the particulars thereof in detail.
(b)
The Employee’s employment may be voluntarily terminated by
the Employee at any time upon 90 days written notice to the Bank or
upon such shorter period as may be agreed upon between the Employee
and the Board of Directors of the Bank. In the event of such
voluntary termination, the Bank shall be obligated to continue to
pay the Employee his salary only through the date of termination,
at the time such payments are due, and the Bank shall have no
further obligation to the Employee under this Agreement.
(c)
In the event of the death of the Employee during the term of
employment under this agreement and prior to any termination
hereunder, the Employee’s estate, or such person as the
Employee may have previously designated in writing, shall be
entitled to receive from the Bank the sa
