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HARVARD SAVINGS BANK EMPLOYMENT AGREEMENT

Employment Agreement

HARVARD SAVINGS BANK EMPLOYMENT AGREEMENT | Document Parties: HARVARD ILLINOIS BANCORP, INC. | HARVARD SAVINGS BANK You are currently viewing:
This Employment Agreement involves

HARVARD ILLINOIS BANCORP, INC. | HARVARD SAVINGS BANK

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Title: HARVARD SAVINGS BANK EMPLOYMENT AGREEMENT
Governing Law: Illinois     Date: 9/15/2009

HARVARD SAVINGS BANK EMPLOYMENT AGREEMENT, Parties: harvard illinois bancorp  inc. , harvard savings bank
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Exhibit 10.5

HARVARD SAVINGS BANK

EMPLOYMENT AGREEMENT

This Agreement is made effective as of the 1 st day of January, 2008, by and between Harvard Savings Bank (the “Bank”), an Illinois chartered savings institution, with its principal administrative office at 58 North Ayer Street, Harvard, Illinois 60033 and Donn L. Claussen (“Executive”).

WHEREAS , the Bank wishes to retain the services of Executive as an Executive Vice President of the Bank for the period provided in this Agreement; and

WHEREAS , Executive is willing to serve in the employ of the Bank on a full-time basis for said period; and

WHEREAS , in order to induce Executive to remain in the employ of the Bank and to provide further incentive to achieve the financial and performance objectives of the Bank, the parties desire to specify the severance benefits which shall be due to Executive in the event that his employment with the Bank is terminated under specified circumstances.

NOW, THEREFORE , in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:

 

1.

POSITION AND RESPONSIBILITIES

During the period of his employment hereunder, Executive agrees to serve as Executive Vice President of the Bank. In such capacity, Executive shall be the senior executive officer responsible for all accounting and finance activities for the Bank, its holding companies and all other affiliates or subsidiaries of the Bank, as well as other duties that are customarily assigned to an Executive Vice President and Chief Financial Officer of a financial institution. During said period, Executive also agrees to serve, if elected, as an officer and director of any subsidiary or affiliate of the Bank. Failure to reelect Executive as Executive Vice President without the consent of the Executive during the term of this Agreement shall constitute a breach of this Agreement.

 

2.

TERMS AND DUTIES

(a) The period of Executive’s employment under this Agreement shall begin as of the date first above written and shall continue for a period of thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date of this Agreement, and continuing at each anniversary date thereafter, the Agreement shall renew for an additional year such that the remaining term shall be three (3) years unless written notice is provided to Executive at least thirty(30) days and not more than sixty (60) days prior to any such anniversary date, that his employment shall cease at the end of twenty-four (24) months following such anniversary date. Prior to each notice period for non-renewal, the disinterested members of the Board of Directors of the Bank (“Board”) will conduct a comprehensive performance evaluation and review of the Executive for purposes of determining whether to extend the Agreement, and the results thereof shall be included in the minutes of the Board’s meeting.


(b) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties hereunder; provided, however, that, with the approval of the Board, as evidenced by a resolution of such Board, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in such Board’s judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive’s duties pursuant to this Agreement. Nothing in this Section shall be construed as preventing the Executive from serving from time to time on boards, committees, or holding positions of non-profit or governmental organizations, including religious and civic groups, without the need for Board approval.

(c) The Board, the Nominating Committee of the Bank’s Board or any Bank committee serving a similar function shall nominate Executive to stand for election to the Board at the next annual meeting of the Bank. In the event the Executive is elected to the Board, in addition to the foregoing, Executive shall be entitled to receive fees for serving as a director of the Bank in the same amount and on the same terms as fees are paid to other employee directors of the Bank.

 

3.

COMPENSATION AND REIMBURSEMENT

(a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). The Bank shall pay Executive as compensation a salary of not less than $132,080 per year (“Base Salary”). Such Base Salary shall be payable twice monthly, or in accordance with the Bank’s normal payroll practices. During the period of this Agreement, Executive’s Base Salary shall be reviewed at least annually; such review will be made no later than December 31 of each year during the term of this Agreement and shall be effective from the first day of said the following month through the end of the calendar year. Such review shall be conducted by the Board or a Committee designated by the Board, and the Board may increase, but not decrease, Executive’s Base Salary, other than a decrease that occurs pursuant to an employer-wide reduction of compensation of all officers of the Bank and provided that the reduction of Executive’s Base Salary is not in excess of the average percentage of the employer-wide reduction. Any increase in Executive’s Base Salary shall become the “Base Salary” for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Bank shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Bank.

(b) The Bank will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those generally provided to the Bank’s senior officers immediately prior to the beginning of the term of this Agreement, and the Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder, other than a change that occurs pursuant to a reduction in benefits under such plans, arrangements or perquisites that similarly affects all senior officers of the Bank. Executive will be entitled to participate in all bonus and similar programs available to the Bank’s senior officers, with participation for any partial year being appropriately pro-rated. The Bank shall provide the Executive with term life insurance with a death benefit at least equal to $350,000 and shall pay the same percentage of the Executive’s family health

 

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insurance premiums as paid for other similarly situated senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plan, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.

(c) Executive shall be entitled to a minimum of four (4) weeks of paid vacation time each year during the term of this Agreement, as well as sick leave, holidays, other paid absences and additional paid vacation in accordance with the Bank’s policies and procedures for senior officers. Any unused paid time off during an annual period shall be treated in accordance with the Bank’s personnel policies as in effect from time to time.

(d) The Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. The Bank shall reimburse Executive for his ordinary and necessary business expenses, including, without limitation, licensing and CPE fees associated with the Executive’s Illinois CPA, Insurance, and Brokerage Licenses. Furthermore, the Bank shall reimburse the Executive for the reasonable costs that are necessary in maintaining the Executive’s membership to the Financial Managers Society, and incurred in providing the Executive with a continuing education necessary to improve the required skills of a senior Bank executive and in sending the Executive to commercial lending training.

(e) The Bank shall provide Executive with non-qualified deferred compensation on the same general terms as the deferred compensation arrangements of the Bank’s Chief Executive Officer on the date hereof. Such deferred compensation shall provide a benefit at retirement in the amount of at least $52,000 per year for a term of 15 years with a pro rata vesting schedule of not more than 10 years. Notwithstanding any other provision herein to the contrary, in the event that Executive’s employment is terminated in accordance with Section 4(a)(i) below, Executive shall be entitled to receive, regardless of whether or not vested, such portion of his deferred compensation which has already been accrued on the date of termination plus such additional amounts of deferred compensation as would have been accrued had the Executive been employed for an additional three years following the date of termination.

 

4.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION

The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 15.

(a) The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive’s term of employment under this Agreement. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Bank of Executive’s full-time employment hereunder for any

 

3


reason other than, (A) disability or retirement as defined in Section 6 below, (B) a Change in Control, as defined in Section 5(a), or (C) Termination for Cause as defined in Section 7 hereof; or (ii) Executive’s resignation from the Bank’s employ, upon any (A) failure to elect or reelect or to appoint or reappoint Executive as Executive Vice President, (B) failure to appoint Executive to the board of the Bank, Harvard Illinois Financial Corporation (the “Holding Company”) and Harvard Savings, MHC (the “MHC”) by March 5, 2008, (C) failure to renominate and reelect Executive to the Bank’s, the Holding Company’s and the MHC’s boards following his appointment thereto provided, however, that any failure to elect Executive to such boards which results from the actions of non-affiliated stockholders, shall not be deemed an Event of Termination, (D) material change in Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above, (E) a relocation of Executive’s principal place of employment by more than 15 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, (F) liquidation or dissolution of the Bank other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or (G) any other breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii)(A), (B), (C), (D), (E), (F) or (G), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than 30 days prior written notice given within a reasonable period of time (not to exceed 90 days) after the event giving rise to the right to elect, which termination by Executive shall be an Event Termination. The Bank shall have at least 30 days to remedy any condition set forth in clause (ii) (A) through (G), provided, however, the Bank shall be entitled to waive such period and make an immediate payment hereunder. In the event of Executive’s resignation for any reason other than as specifically set forth in this Section 4(a). Executive shall not be entitled to any benefits under this Agreement.

(b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the Base Salary due to Executive for the remaining unexpired term of the Agreement; provided , however , that if the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank’s capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance. All amounts payable hereunder shall be made in a lump sum without reduction in the event the Executive obtains employment following an Event Termination, and shall commence within thirty (30) days following the Executive’s Date of Termination, or if the Executive is a Specified Employee (within the meaning of Treasury Regulation § 1.409A-1(i))), shall commence on the first business day of the seventh month following the Executive’s Date of Termination.

(c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination, provided that such benefits shall not be provided in the event they should constitute an unsafe or unsound banking practice relating to executive compensation and employment contracts pursuant to applicable regulations, as is now or hereafter in effect. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

 

4


(d) The Executive’s “involuntary termination by the Bank” and “resignation from the Bank’s employ” in accordance with Section 4(a) shall be construed to mean a “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Bank and Executive reasonably anticipate that the level of bona fide services the Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

 

5.

CHANGE IN CONTROL

(a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the Bank or the Holding Company, as set for


 
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