North Central Bancshares, Inc.
Employment Agreement
This
Employment Agreement (“Agreement”)
is made and entered into as of December 14, 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
David M. Bradley, an individual residing at 13321 Douglas Parkway,
Urbandale, Iowa 50323 (“Mr. Bradley”).
W I T N E S S E T H :
Whereas ,
Mr. Bradley currently serves the Holding Company in the capacity of
President and Chief Executive Officer; and
Whereas ,
First Federal Savings Bank of Iowa (“Bank”) is a wholly
owned subsidiary of the Holding Company; and
Whereas
, effective
as of the date of this Agreement, the Holding Company has converted
from a federally chartered mutual holding company to a publicly
held Iowa corporation; and
Whereas ,
the Holding Company desires to assure for itself the continued
availability of Mr. Bradley's services and the ability of Mr.
Bradley to perform such services with a minimum of personal
distraction in the event of a pending or threatened Change of
Control (as hereinafter defined); and
Whereas ,
Mr. Bradley is willing to continue to serve the Holding Company on
the terms and conditions hereinafter set forth; and
Whereas ,
Mr. Bradley and the Holding Company are parties to an Employment
Agreement made and entered into as of March 20, 1996
(“Original Agreement”); and
Whereas ,
pursuant to section 25 of the Original Agreement, the parties wish
to amend the Original Agreement;
Now, Therefore ,
in consideration of the premises and the mutual covenants and
conditions hereinafter set forth, the Holding Company and Mr.
Bradley hereby agree as follows:
Section 1.
Employment
.
The
Holding Company agrees to continue to employ Mr. Bradley, and
Mr. Bradley 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. Bradley 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. Bradley'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. Bradley'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. Bradley in the event of any such termination shall be
determined under this Agreement.
Section 3.
Duties
.
Mr.
Bradley shall serve as President and Chief Executive 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. Bradley 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. Bradley
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. Bradley's annual rate of salary and
may, in its discretion, approve an increase therein. In
addition to salary, Mr. Bradley 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. Bradley 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. Bradley 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. Bradley 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. Bradley 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. Bradley 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.
Section 7.
Outside Activities
.
Mr.
Bradley 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. Bradley 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. Bradley 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. Bradley's performance of
his duties hereunder or otherwise result in a material breach of
this Agreement.
Section 8.
Working Facilities and Expenses
.
Mr.
Bradley's principal place of employment shall be at the
Holding Company's executive offices at the address first above
written, or at such other location within Webster County, Iowa
at which the Holding Company shall maintain its principal
executive offices, or at such other location as the Holding
Company and Mr. Bradley may mutually agree upon. The Holding
Company shall provide Mr. Bradley 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 provide to Mr.
Bradley for his exclusive use an automobile owned or leased by
the Holding Company and appropriate to his position, to be
used in the performance of his duties hereunder, including
commuting to and from his personal residence. The Holding
Company shall reimburse Mr. Bradley for his ordinary and
necessary business expenses, including, without limitation,
all expenses associated with his business use of the
aforementioned automobile, fees for memberships in such clubs
and organizations as Mr. Bradley 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.
Bradley 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.
Bradley'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. Bradley to the office of President and Chief
Executive 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. Bradley or the failure of the Board (or the
nominating committee thereof) to nominate Mr. Bradley for such
election or re-election;
(C)
the
expiration of a thirty (30) day period following the date on
which Mr. Bradley 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. Bradley the functions, duties, or responsibilities
prescribed in section 3 of this Agreement, unless, during such
thirty (30) day period, the Holding Company cures such failure
in a manner determined by Mr. Bradley, in his discretion, to
be satisfactory; or
(D)
the
expiration of a thirty (30) day period following the date on
which Mr. Bradley 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. Bradley'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. Bradley
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. Bradley'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. Bradley the amounts described in
section 9(b).
(b)
Upon
the termination of Mr. Bradley'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.
Bradley (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 but in no event later
than thirty (30) days after termination of
employment;
(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. Bradley, 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. Bradley'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. Bradley 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. Bradley'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)
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.
Bradley'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. Bradley 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. Bradley under such incentive compensation plan;
multiplied by
(B)
the
salary that would have been paid to Mr. Bradley 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. Bradley'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. Bradley's termination
of employment;
(viii)
Mr.
Bradley 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.
Bradley 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. Bradley hereby stipulate that the
damages which may be incurred by Mr. Bradley 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. Bradley's efforts, if any, to
mitigate damages. The Holding Company and Mr. Bradley further
agree that the Holding Company may condition the payments and
benefits (if any) due un
| 
