EXHIBIT 10.11
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 Troy Moore III (the
“Employee”), who resides at 14731 Lakeview Drive,
Clive, Iowa 50325.
WHEREAS,
the Employee is currently serving as Executive Vice President and
Chief Operating Officer; and
WHEREAS,
the Bank is a publicly 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 its 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 and Chief Operating Officer of the Bank.
As Executive Vice President and Chief Operating Officer, 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 Chief Operating Officer. 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
employedhereunder 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 had he remained in the
employ of the Bank, 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 and Chief Operating Officer 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, 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 of Employee was guilty
of conduct constituting “cause” as set forth above and
specifying the particulars thereof in detail.
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