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First Federal Savings Bank of Iowa
Employment Agreement
This
Employment Agreement ("Agreement")
made and entered into as of July 27, 2007 by and between
First Federal Savings Bank of Iowa, a
savings bank organized and operating under the federal laws of the
United States and having an office at 825 Central Avenue, Fort
Dodge, Iowa 50501 ("Bank") and Kyle Cook, an individual residing at
1209 N. W. Boulder Brook Drive, Ankeny, Iowa 50023 ("Mr.
Cook").
W i t n e s s e t h :
Whereas ,
Mr. Cook, effective June 11, 2007, currently serves the Bank in the
capacity of Chief Financial Officer; and
Whereas ,
the Bank is a wholly owned subsidiary of North Central Bancshares,
Inc. ("Holding Company"); and
Whereas ,
the Bank desires to employ Mr. Cook in the capacity of Chief
Financial Officer and desires to assure for itself the services of
Mr. Cook for the period provided in this Agreement;
and
Whereas ,
Mr. Cook is willing to serve the Bank on the terms and conditions
hereinafter set forth;
Now, Therefore ,
in consideration of the premises and the mutual covenants and
conditions hereinafter set forth, the Bank and Mr. Cook hereby
agree as follows:
Section 1.
Employment
.
The
Bank agrees to employ Mr. Cook, and Mr. Cook hereby
agrees to such employment, during the period and upon the
terms and conditions set forth in this Agreement.
Section 2.
Employment Period; Remaining Unexpired Employment
Period
.
(a)
The
terms and conditions of this Agreement shall be and remain in
effect during the period of employment established under this
section 2 ("Employment Period"). The Employment Period shall
be for an initial term of three years beginning on the date of
this Agreement. Prior to the first anniversary of the date of
this Agreement and on each anniversary date thereafter (each,
an "Anniversary Date"), the Board of Directors of the Bank
("Board") shall review the terms of this Agreement and Mr.
Cook's performance of services hereunder and may, in the
absence of objection from Mr. Cook, approve an extension of
the Employment Agreement. In such event, the Employment
Agreement shall be extended to the third anniversary of the
relevant Anniversary Date.
(b)
For
all purposes of this Agreement, the term "Remaining Unexpired
Employment Period" as of any date shall mean the period
beginning on such date and ending on the Anniversary Date on
which the Employment Period (as extended pursuant to section
2(a) of this Agreement) is then scheduled to
expire.
(c)
Nothing
in this Agreement shall be deemed to prohibit the Bank at any
time from terminating Mr. Cook's employment during the
Employment Period with or without notice for any
reason;
provided, however ,
that the relative rights and obligations of the Bank and Mr. Cook
in the event of any such termination shall be determined under this
Agreement.
Section 3.
Duties
.
Mr.
Cook shall serve as Chief Financial Officer of the Bank,
having such power, authority and responsibility and performing
such duties as are prescribed by or under the By-Laws of the
Bank and as are customarily associated with such position. Mr.
Cook shall devote his full business time and attention (other
than during weekends, holidays, approved vacation periods, and
periods of illness or approved leaves of absence) to the
business and affairs of the Bank and shall use his best
efforts to advance the interests of the Bank.
Section 4.
Cash Compensation
.
In
consideration for the services to be rendered by Mr. Cook
hereunder, the Bank shall pay to him a salary no less than the
rate in effect on the date of this agreement, payable in
approximately equal installments in accordance with the Bank's
customary payroll practices for senior officers. At least
annually during the Employment Period, the Board shall review
Mr. Cook's annual rate of salary and may, in its discretion,
approve an increase therein. In addition to salary, Mr. Cook
may receive other cash compensation from the Bank for services
hereunder at such times, in such amounts and on such terms and
conditions as the Board may determine from time to
time.
Section 5.
Employee Benefit Plans and Programs
.
During
the Employment Period, Mr. Cook shall be treated as an
employee of the Bank and shall be eligible to participate in
and receive benefits under any and all qualified or
non-qualified retirement, pension, savings, profit-sharing or
stock bonus plans, any and all group life, health (including
hospitalization, medical and major medical), dental, accident
and long-term disability insurance plans, and any other
employee benefit and compensation plans (including, but not
limited to, any incentive compensation plans or programs,
stock option and appreciation rights plans and restricted
stock plans) as may from time to time be maintained by, or
cover employees of, the Bank, in accordance with the terms and
conditions of such employee benefit plans and programs and
compensation plans and programs and consistent with the Bank's
customary practices.
Section 6.
Indemnification and Insurance
.
(a)
During
the Employment Period and until the expiration of time
provided by law for the commencement of any judicial or
administrative proceeding on the basis of such service, the
Bank shall cause Mr. Cook to be covered by and named as an
insured under any policy or contract of insurance obtained by
it to insure its directors and officers against personal
liability for acts or omissions in connection with service as
an officer or director of the Bank or service in other
capacities at the request of the Bank. The coverage provided
to Mr. Cook pursuant to this section 6 shall be of the same
scope and on the same terms and conditions as the coverage (if
any) provided to other officers or directors of the
Bank.
(b)
To
the maximum extent permitted under applicable law, during the
Employment Period and until the expiration of the time
provided by law for the commencement of any judicial or
administrative proceeding on the basis of such service, the
Bank shall indemnify, and shall cause its subsidiaries and
affiliates to indemnify Mr. Cook against and hold him harmless
from any costs, liabilities, losses and exposures to the
fullest extent and on the most favorable terms and conditions
that similar indemnification is offered to any director or
officer of the Bank or any subsidiary or affiliate thereof.
This section 6(b) shall not be applicable where section 19 is
applicable. [No indemnification shall be paid that would
violate 12 U.S.C. 1828(k) or any regulations promulgated
thereunder, or 12 C.F.R. 545.121.]
Section 7.
Outside Activities
.
Mr.
Cook may serve as a member of the boards of directors of such
business, community and charitable organizations as he may
disclose to and as may be approved by the Board (which
approval shall not be unreasonably withheld);
provided, however ,
that such service shall not materially interfere with the
performance of his duties under this Agreement. Mr. Cook may also
engage in personal business and investment activities which do not
materially interfere with the performance of his duties
hereunder,
provided, however, that
such activities are not prohibited under any code of conduct or
investment or securities trading policy established by the Bank and
generally applicable to all similarly situated executives. Mr. Cook
may also serve as an officer of the Holding Company on such terms
and conditions as the Bank and the Holding Company may mutually
agree upon, and such service shall not be deemed to materially
interfere with Mr. Cook's performance of his duties hereunder or
otherwise result in a material breach of this
Agreement.
Section 8.
Working Facilities and Expenses
.
Mr.
Cook's principal place of employment shall be at the Bank's
office at 120 S. 68
th St.,
West Des Moines, Iowa 50266, or at such other location as the Bank
and Mr. Cook may mutually agree upon. The Bank shall provide Mr.
Cook at his principal place of employment with a private office and
other support services and facilities suitable to his position with
the Bank and necessary or appropriate in connection with the
performance of his assigned duties under this Agreement. The Bank
shall reimburse Mr. Cook for his ordinary and necessary business
expenses, including, without limitation, mileage reimbursement at
the official current IRS mileage reimbursement rate for business
use of his personal automobile including travel to the Bank’s
other offices, fees for memberships in such organizations as Mr.
Cook and the Bank shall mutually agree are necessary and
appropriate for business purposes, and his travel and entertainment
expenses incurred in connection with the performance of his duties
under this Agreement, in each case upon presentation to the Bank of
an itemized account of such expenses in such form as the Bank may
reasonably require.
Section 9.
Termination of Employment with Severance
Benefits
.
(a)
Mr.
Cook shall be entitled to the severance benefits described
herein in the event that his employment with the Bank
terminates during the Employment Period under any of the
following circumstances:
(i)
Mr.
Cook's voluntary resignation from employment with the Bank
within ninety (90) days following:
(A)
the
failure of the Board to appoint or re-appoint or elect or
re-elect Mr. Cook to the office of Chief Financial Officer (or
a more senior office) of the Bank;
(B)
the
expiration of a thirty (30) day period following the date on
which Mr. Cook gives written notice to the Bank of its
material failure, whether by amendment of the Bank's Charter
or By-laws, action of the Board or the Bank's stockholders or
otherwise, to vest in Mr. Cook the functions, duties, or
responsibilities prescribed in section 3 of this Agreement,
unless, during such thirty (30) day period, the Bank fully
cures such failure in a manner determined by Mr. Cook, in his
discretion, to be satisfactory; or
(C)
the
expiration of a thirty (30) day period following the date on
which Mr. Cook gives written notice to the Bank of its
material breach of any term, condition or covenant contained
in this Agreement (including, without limitation any reduction
of Mr. Cook's rate of base salary in effect from time to time
and any change in the terms and conditions of any compensation
or benefit program in which Mr. Cook participates which,
either individually or together with other changes, has a
material adverse effect on the aggregate value of his total
compensation package), unless, during such thirty (30) day
period, the Bank fully cures such failure; or
(ii)
the
termination of Mr. Cook's employment with the Bank for any
other reason not described in section 10(a).
In
such event, then, the Bank shall provide the benefits and pay
to Mr. Cook the amounts described in section
9(b).
(b)
Upon
the termination of Mr. Cook's employment with the Bank under
circumstances described in section 9(a) of this Agreement, the
Bank shall pay and provide to Mr. Cook (or, in the event of
his death, to his estate):
(i)
his
earned but unpaid compensation as of the date of the
termination of his employment with the Bank, such payment to
be made at the time and in the manner prescribed by law
applicable to the payment of wages;
(ii)
the
benefits, if any, to which he is entitled as a former employee
under the employee benefit plans and programs and compensation
plans and programs maintained for the benefit of the Bank's
officers and employees;
(iii)
continued
group life, health (including hospitalization, medical and
major medical), dental, accident and long-term disability
insurance benefits, in addition to that provided pursuant to
section 9(b)(ii), and after taking into account the coverage
provided by any subsequent employer, if and to the extent
necessary to provide for Mr. Cook, for the Remaining Unexpired
Employment Period, coverage equivalent to the coverage to
which he would have been entitled under such plans (as in
effect on the date of his termination of employment, or, if
his termination of employment occurs after a Change of
Control, on the date of such Change of Control, whichever
benefits are greater), if he had continued working for the
Bank during the Remaining Unexpired Employment Period at the
highest annual rate of compensation achieved during that
portion of the Employment Period which is prior to Mr. Cook's
termination of employment with the Bank;
(iv)
thirty
(30) days following his termination of employment with the
Bank, a lump sum payment, in an amount equal to the present
value of the salary that Mr. Cook would have earned if he had
continued working for the Bank during the Remaining Unexpired
Employment Period at the highest annual rate of salary
achieved during that portion of the Employment Period which is
prior to Mr. Cook's termination of employment with the Bank,
where such present value is to be determined using a discount
rate equal to the applicable short-term federal rate
prescribed under section 1274(d) of the Internal Revenue Code
of 1986 ("Code") (the “Short Term AFR”),
compounded using the compounding period corresponding to the
Bank's regular payroll periods for its officers, such lump sum
to be paid in lieu of all other payments of salary provided
for under this Agreement in respect of the period following
any such termination;
(v)
thirty
(30) days following his termination of employment with the
Bank, a lump sum payment in an amount equal to the product of
(A) the Bank’s “normal cost” for its
tax-qualified defined benefit plan for the most recently
completed fiscal year of the plan (expressed as a percentage
of the compensation recognized in the plan’s benefit
formula and determined by, or on the basis of information
furnished by, the plan’s actuary) multiplied by (B) the
amount payable under section 9(b)(iv);
(vi)
thirty
(30) days following his termination of employment with the
Bank, a lump sum payment in an amount equal to the present
value of the additional employer contributions (or if greater
in the case of a leveraged employee stock ownership plan or
similar arrangement, the additional assets allocable to him
through debt service, based on the fair market value of such
assets at termination of employment) to which he would have
been entitled under any and all qualified and non-qualified
defined contribution plans maintained by, or covering
employees of, the Bank, if he were 100% vested thereunder and
had continued working for the Bank during the Remaining
Unexpired Employment Period at the highest annual rate of
compensation achieved during that portion of the Employment
Period which is prior to Mr. Cook's termination of employment
with the Bank, and making the maximum amount of employee
contributions, if any, required under such plan or plans, such
present value to be determined on the basis of a discount
rate, compounded using the compounding period that corresponds
to the frequency with which employer contributions are made to
the relevant plan, equal to the Short Term AFR;
(vii)
the
payments that would have been made to Mr. Cook under any cash
bonus or long-term or short-term cash incentive compensation
plan maintained by, or covering employees of, the Bank if he
had continued working for the Bank during the Remaining
Unexpired Employment Period and had earned the maximum bonus
or incentive award in each calendar year that ends during the
Remaining Unexpired Employment Period, each annual payment to
be equal to the product of:
(A)
the
maximum percentage rate at which an award was ever available
to Mr. Cook under such incentive compensation plan; multiplied
by
(B)
the
salary that would have been paid to Mr. Cook during each such
calendar year at the highest annual rate of salary achieved
during that portion of the Employment Period which is prior to
Mr. Cook's termination of employment with the
Bank;
where
such payments are to be made (without discounting for early
payment) thirty (30) days following Mr. Cook's termination of
employment;
(viii)
Mr.
Cook shall be deemed fully vested in all options and
appreciation rights under any stock option or appreciation
rights plan or program maintained by, or covering employees
of, the Bank, even if he is not vested under such plan or
program;
(ix)
Mr.
Cook shall be deemed fully vested in all shares awarded under
any restricted stock plan maintained by, or covering employees
of, the Bank, even if he is not vested under such
plan.
The
Bank and Mr. Cook hereby stipulate that the damages which may
be incurred by Mr. Cook following any such termination of
employment are not capable of accurate measurement as of the
date first above written and that the payments and benefits
contemplated by this section 9(b) constitute reasonable
damages under the circumstances and shall be payable without
any requirement of proof of actual damage and without regard
to Mr. Cook's efforts, if any, to mitigate damages. The Bank
and Mr. Cook further agree that the Bank may condition the
payments and benefits (if any) due under sections 9(b)(iii),
(iv), (v), (vi) and (vii) on the receipt, not later than
thirty (30) days after termination of employment, of Mr.
Cook's resignation from any and all positions which he holds
as an officer, director or committee member with respect to
the Bank, the Holding Company or any subsidiary or affiliate
of either of them; provided that the Bank requests such
resignations in writing not later than twenty (20) days after
termination of employment.
Section 10.
Termination without Additional Bank
Liability
.
(a)
In
the event that Mr. Cook's employment with the Bank shall
terminate during the Employment Period on account
of:
(i)
the
discharge of Mr. Cook for "cause," which, for purposes of this
Agreement shall mean personal dishonesty, incompetence,
willful misconduct, breach of 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 any material breach of this Agreement, in
each case as measured against standards generally prevailing
at the relevant time in the savings and community banking
industry;
provided, however, that
Mr. Cook shall not be deemed to have been discharged for cause
unless and until he shall have received a written notice of
termination from the Board, accompanied by a resolution duly
adopted by affirmative vote of a majority of the
entire
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