Exhibit 10.1
HOME BANCORP, INC.
EMPLOYMENT
AGREEMENT
This EMPLOYMENT AGREEMENT (this
“Agreement”) is made and entered into as of the
22 nd
day of June 2009, between Home
Bancorp, Inc. (the “Corporation” or the
“Employer”), a Louisiana corporation which is the
parent holding company of Home Bank (the
“Corporation”), and John W. Bordelon (the
“Executive”).
WITNESSETH
WHEREAS, the Executive is currently
employed as the President and Chief Executive Officer of the
Corporation;
WHEREAS, the Executive is currently
employed as the President and Chief Executive Officer of the Bank,
a federally chartered savings bank;
WHEREAS, the Bank has adopted a Plan
of Conversion pursuant to which the Bank has converted to a
federally chartered stock savings bank and has become a wholly
owned subsidiary of the Corporation (the
“Conversion”);
WHEREAS, the Corporation desires to
assure itself of the continued availability of the
Executive’s services as provided in this
Agreement;
WHEREAS, the Executive is willing to
serve the Corporation on the terms and conditions hereinafter set
forth; and
WHEREAS, the Executive is
concurrently entering into a separate employment agreement with the
Bank (the “Bank Agreement”).
NOW THEREFORE, in consideration of
the mutual agreements herein contained, and upon the other terms
and conditions hereinafter provided, the Corporation and the
Executive hereby agree as follows:
1. Definitions.
The following words and terms shall
have the meanings set forth below for the purposes of this
Agreement:
(a) Annual Compensation. The
Executive’s “Annual Compensation” for purposes of
determining severance payable under this Agreement shall be deemed
to mean the sum of (i) the annual rate of Base Salary as of
the Date of Termination, and (ii) the cash bonus, if any,
earned by the Executive for the calendar year immediately preceding
the year in which the Date of Termination occurs.
(b) Base Salary. “Base
Salary” shall have the meaning set forth in Section 3(a)
hereof.
(c) Cause. Termination of the
Executive’s employment for “Cause” shall mean
termination because of 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 material
breach of any provision of this Agreement.
(d) Change in Control.
“Change in Control” shall mean a change in the
ownership of the Corporation or the Bank, a change in the effective
control of the Corporation or the Bank or a change in the ownership
of a substantial portion of the assets of the Corporation or the
Bank, in each case as provided under Section 409A of the Code
and the regulations thereunder, provided that the Conversion shall
not be deemed to constitute a Change in Control.
(e) Code. “Code”
shall mean the Internal Revenue Code of 1986, as
amended.
(f) Date of Termination.
“Date of Termination” shall mean (i) if the
Executive’s employment is terminated for Cause, the date on
which the Notice of Termination is given, and (ii) if the
Executive’s employment is terminated for any other reason,
the date specified in such Notice of Termination.
(h) Effective Date. The
Effective Date of this Agreement shall mean the date first written
above.
(i) Disability.
“Disability” shall mean the Executive (i) is
unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is, by
reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the
Employer.
(j) ERISA .
“ERISA” means the Employee Retirement Income Security
Act of 1974, as amended.
(i) Good Reason. “Good
Reason” means the occurrence of any of the following
conditions:
(i) any material breach of this
Agreement by the Corporation, including without limitation any of
the following: (A) a material diminution in the
Executive’s base compensation, (B) a material diminution
in the Executive’s authority, duties or responsibilities as
prescribed in Section 2, or (C) any requirement that the
Executive report to a corporate officer or employee of the
Corporation instead of reporting directly to the Board of Directors
of the Corporation (the “Corporation Board”),
or
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(ii) any material change in the
geographic location at which the Executive must perform his
services under this Agreement for a period of more than 90
days;
provided, however, that prior to any
termination of employment for Good Reason, the Executive must first
provide written notice to the Corporation within ninety
(90) days of the initial existence of the condition,
describing the existence of such condition, and the Corporation
shall thereafter have the right to remedy the condition within
thirty (30) days of the date the Corporation received the
written notice from the Executive. If the Corporation remedies the
condition within such thirty (30) cure period, then no Good
Reason shall be deemed to exist with respect to such condition. If
the Corporation does not remedy the condition within such thirty
(30) day cure period, then the Executive may deliver a Notice
of Termination for Good Reason at any time within sixty
(60) days following the expiration of such cure
period.
(k) IRS. IRS shall mean the
Internal Revenue Service.
(l) Notice of Termination.
Any purported termination of the Executive’s employment by
the Corporation for any reason, including without limitation for
Cause, Disability or Retirement, or by the Executive for any
reason, including without limitation for Good Reason, shall be
communicated by a written “Notice of Termination” to
the other party hereto. For purposes of this Agreement, a
“Notice of Termination” shall mean a dated notice which
(i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment under the provision
so indicated, (iii) specifies a Date of Termination, which
shall be effective immediately if the Corporation terminates the
Executive’s employment for Cause, and (iv) is given in
the manner specified in Section 10 hereof.
(m) Retirement.
“Retirement” shall means voluntary termination by the
Executive which constitutes a retirement, including early
retirement, under the Bank’s 401(k) plan.
2. Term of Employment and
Duties.
(a) The Corporation hereby employs
the Executive as the President and Chief Executive Officer of the
Corporation, and the Executive hereby accepts said employment and
agrees to render such services to the Corporation on the terms and
conditions set forth in this Agreement. The terms and conditions of
this Agreement shall be and remain in effect during the period of
three years beginning on the Effective Date of this Agreement and
ending on the third anniversary of the Effective Date, plus such
extensions, if any, as are provided pursuant to Section 2(b)
hereof (the “Employment Period”).
(b) Upon approval of the Board of
Directors of the Employer, the term of employment shall extend for
an additional year on each annual anniversary of the Effective Date
such that at any time the remaining term of this Agreement shall be
from two to three years in the absence of notice to the contrary.
Prior to each annual anniversary of the Effective Date, the Board
of Directors of the Employer shall consider and review (after
taking into account all relevant factors, including the
Executive’s performance hereunder) an extension of the term
of this Agreement, and the term shall continue to extend on each
annual anniversary of the
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Effective Date if the Board of Directors
approves such extension unless the Executive gives written notice
to the Employer of the Executive’s election not to extend the
term, with such written notice to be given not less than thirty
(30) days prior to any such anniversary date. The Board of
Directors of the Employer agrees to inform the Executive not less
than thirty (30) days prior to any such anniversary date as to
whether or not the Board of Directors elected to extend the term of
this Agreement. If the Agreement is not extended as of any
anniversary date, then this Agreement shall terminate at the
conclusion of its remaining term. References herein to the term of
this Agreement shall refer both to the initial term and successive
terms.
(c) Nothing in this Agreement shall
be deemed to prohibit the Corporation at any time from terminating
the Executive’s employment as President and Chief Executive
Officer during the Employment Period for any reason, provided that
the relative rights and obligations of the Corporation and the
Executive in the event of any such termination shall be determined
under this Agreement.
(d) During the term of this
Agreement, the Executive shall manage the operations of the
Corporation and oversee the officers that report to him. The
Executive shall also oversee the implementation of the policies
adopted by the Board of Directors of the Corporation and shall
report directly to the Board of Directors. In addition, the
Executive shall perform such executive services for the Corporation
as may be consistent with his titles and from time to time assigned
to him by the Corporation’s Board of Directors.
3. Compensation and
Benefits.
(a) The Employer shall compensate
and pay the Executive for his services during the term of this
Agreement at a minimum base salary of $215,000 per year
(“Base Salary”), which amount may be increased from
time to time in such amounts as may be determined by the Board of
Directors of the Employer and may not be decreased without the
Executive’s express written consent. In addition to his Base
Salary, the Executive shall be entitled to receive during the term
of this Agreement such bonus payments as may be determined by the
Board of Directors of the Employer. The Executive and the
Corporation acknowledge that a portion of the Base Salary may be
paid by the Bank pursuant to the terms of the Bank Agreement for
services rendered to the Bank by the Executive pursuant to his
service as President and Chief Executive Officer thereof, and the
Executive and the Corporation further acknowledge and agree that
the combined Base Salary paid to the Executive each year by the
Corporation and the Bank shall be the amount set forth above, as
increased from time to time by the Board of Directors of the
Employer.
(b) During the term of this
Agreement, the Executive shall be entitled to participate in and
receive the benefits of any pension or other retirement benefit
plan, profit sharing, employee stock ownership, or other plans,
benefits and privileges given to employees and executives of the
Employer, to the extent commensurate with his then duties and
responsibilities, as fixed by the Board of Directors of the
Employer. The Corporation shall not make any changes in such plans,
benefits or privileges which would adversely affect the
Executive’s rights or benefits thereunder, unless such change
occurs pursuant to a program applicable to all executive officers
of the Corporation and does not result in a proportionately greater
adverse change in the rights of or benefits to the Executive as
compared with any other executive officer of the
Corporation.
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Nothing paid to the Executive under any plan or
arrangement presently in effect or made available in the future
shall be deemed to be in lieu of the salary payable to the
Executive pursuant to Section 3(a) hereof.
(c) During the term of this
Agreement, the Executive shall be entitled to paid annual vacation
in accordance with the policy as established from time to time by
the Board of Directors of the Employer. The Executive shall not be
entitled to receive any additional compensation from the Employer
for failure to take a vacation, nor shall the Executive be able to
accumulate unused vacation time from one year to the next, except
to the extent authorized by the Board of Directors of the
Employer.
(d) Except as otherwise agreed
between the Corporation and the Bank, the Executive’s
compensation, benefits and severance set forth in this Agreement
shall be paid by the Corporation and the Bank in the same
proportion as the time and services actually expended by the
Executive on the business of the Corporation and the business of
the Bank, respectively, with any amounts paid by the Bank to be
credited towards the obligations of the Corporation under this
Agreement. For this purpose, the Executive shall maintain, and
provide to the Corporation on at least a monthly basis,
documentation of the time and expenses expended by the Executive on
the business of each of the Corporation and the Bank. No provision
contained in this Agreement shall require the Bank to pay any
portion of the Executive’s compensation, benefits, severance
and expenses required to be paid by the Corporation pursuant to
this Agreement.
4. Expenses.
The Employer shall reimburse the
Executive or otherwise provide for or pay for all reasonable
expenses incurred by the Executive in furtherance of or in
connection with the business of the Employer, including,
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