North Central Bancshares, Inc.
Employment Agreement
This
Employment Agreement ("Agreement")
made and entered into as of July 27, 2007 by and between
North Central Bancshares, Inc., a
publicly held business corporation organized and operating under
the laws of the State of Iowa and having an office at 825 Central
Avenue, Fort Dodge, Iowa 50501 ("Holding Company") and Kyle C.
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 First Federal
Savings Bank of Iowa ("Bank") in the capacity of Chief Financial
Officer; and
Whereas ,
the Bank is a wholly owned subsidiary of the Holding Company;
and
Whereas ,
the Holding Company 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 continue to serve the Holding Company 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 Holding Company and Mr. Cook
hereby agree as follows:
Section 1.
Employment
.
The
Holding Company agrees to continue to employ Mr. Cook, and
Mr. Cook hereby agrees to such continued 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 (and ending on the third
anniversary date of this Agreement plus such extensions, if
any, as are provided by the Board of Directors of the Holding
Company (“Board”) pursuant to section
2(b).)
(b)
Beginning
on the date of this Agreement, the Employment Period shall
automatically be extended for one (1) additional day each day,
unless either the Holding Company or Mr. Cook elects not to
extend the Agreement further by giving written notice to the
other party in which case the Employment Period shall end on
the third anniversary of the date on which such written notice
is given. 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: (i) if a notice of non-extension has been given in
accordance with this section 2(b), the third anniversary of
the date on which such notice is given; and (ii) in all other
cases, the third anniversary of the date as of which the
Remaining Unexpired Employment Period is being determined.
Upon termination of Mr. Cook's employment with the Holding
Company for any reason whatsoever, any daily extensions
provided pursuant to this section 2(b), if not therefore
discontinued, shall automatically cease.
(c)
Nothing
in this Agreement shall be deemed to prohibit the Holding
Company 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 Holding Company 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 Holding
Company, having such power, authority and responsibility and
performing such duties as are prescribed by or under the
By-Laws of the Holding Company 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
Holding Company and shall use his best efforts to advance the
interests of the Holding Company.
Section 4.
Cash Compensation
.
In
consideration for the services to be rendered by Mr. Cook
hereunder, the Holding Company 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 Holding Company'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
Holding Company for services hereunder at such times, in such
amounts and on such terms and conditions as the Board may
determine from time to time. In the event that Mr. Cook
receives a salary from the Bank in addition to or in lieu of a
salary from the Holding Company, any reference herein to
salary shall be a reference to the aggregate of the salaries
paid or payable by the Bank and the Holding
Company.
Section 5.
Employee Benefit Plans and Programs
.
During
the Employment Period, Mr. Cook shall be treated as an
employee of the Holding Company 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 Holding Company, in accordance
with the terms and conditions of such employee benefit plans
and programs and compensation plans and programs and
consistent with the Holding Company's customary
practices.
Section 6.
Indemnification and Insurance
.
(a)
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
Holding Company 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 Holding Company or
service in other capacities at the request of the Holding
Company. 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 Holding Company.
(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
Holding Company 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 Holding Company 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 Holding
Company and generally applicable to all similarly situated
executives. Mr. Cook may also serve as an officer or director of
the Bank on such terms and conditions as the Holding Company and
the Bank 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
Holding Company and Mr. Cook may mutually agree upon. The Holding
Company shall provide Mr. Cook at his principal place of employment
with a private office, secretarial services, and other support
services and facilities suitable to his position with the Holding
Company and necessary or appropriate in connection with the
performance of his assigned duties under this Agreement. The
Holding Company 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, fees for
memberships in such clubs and organizations as Mr. Cook and the
Holding Company 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 Holding
Company of an itemized account of such expenses in such form as the
Holding Company 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 Holding
Company terminates during the Employment Period under any of
the following circumstances:
(i)
Mr.
Cook's voluntary resignation from employment with the Holding
Company 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 Holding Company;
(B)
the
failure of the stockholders of the Holding Company to elect or
re-elect Mr. Cook or the failure of the Board (or the
nominating committee thereof) to nominate Mr. Cook for such
election or re-election;
(C)
the
expiration of a thirty (30) day period following the date on
which Mr. Cook gives written notice to the Holding Company of
its material failure, whether by amendment of the Holding
Company's Articles of Incorporation or By-laws, action of the
Board or the Holding Company'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 Holding Company fully cures such
failure in a manner determined by Mr. Cook, in his discretion,
to be satisfactory; or
(D)
the
expiration of a thirty (30) day period following the date on
which Mr. Cook gives written notice to the Holding Company 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 Holding Company fully cures such failure;
or
(ii)
the
termination of Mr. Cook's employment with the Holding Company
for any other reason not described in section
10(a).
In
such event, then, the Holding Company 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 Holding
Company under circumstances described in section 9(a) of this
Agreement, the Holding Company 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 Holding Company, 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 Holding
Company'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
Holding Company 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 Holding
Company;
(iv)
thirty
(30) days following his termination of employment with the
Holding Company, 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 Holding Company 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 Holding Company, 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 Holding Company'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
Holding Company, 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)
within
thirty (30) days following his termination of employment with
the Holding Company, 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 Holding Company, if he were 100%
vested thereunder and had continued working for the Holding
Company 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 Holding Company, 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 Holding
Company if he had continued working for the Holding Company
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 Holding
Company;
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 Holding Company, 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 Holding Company, even if he is not vested under such
plan.
The
Holding Company 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 Holding Company and Mr. Cook further
agree that the Holding Company 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 Holding
Company, the Bank or any subsidiary or affiliate of either of
them; provided that the Holding Company requests such
resignations in writing not later than twenty (20) days after
termination of employment.
Section 10.
Termination without Additional Holding Company
Liability
.
(a)
In
the event that Mr. Cook's employment with the Holding Company
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 dish
