Exhibit 10.5
HOME BANK
EMPLOYMENT
AGREEMENT
This EMPLOYMENT AGREEMENT (this
“Agreement”) is made and entered into as of the
22 nd
day of June 2009, between Home Bank
(the “Bank” or the “Employer”), a federally
chartered savings bank which is the wholly owned subsidiary of Home
Bancorp, Inc. (the “Corporation”), and Joseph B. Zanco
(the “Executive”).
WITNESSETH
WHEREAS, the Executive is currently
employed as the Executive Vice President and Chief Financial
Officer of the 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 Bank desires to assure
itself of the continued availability of the Executive’s
services as provided in this Agreement; and
WHEREAS, the Executive is willing to
serve the Bank on the terms and conditions hereinafter set
forth.
NOW THEREFORE, in consideration of
the mutual agreements herein contained, and upon the other terms
and conditions hereinafter provided, the Bank 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 Bank, 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) a material diminution in
the authority, duties or responsibilities of the supervisor to whom
the Executive is required to report, or
(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 Bank within ninety (90) days of
the initial existence of the condition, describing the existence of
such condition, and the Bank shall thereafter have the right to
remedy the condition within thirty (30) days of the date the
Bank received the written notice from the Executive. If the Bank
remedies the condition within such thirty (30) cure period,
then
2
no Good Reason shall be deemed to exist with
respect to such condition. If the Bank 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 Bank 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 Bank 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 Bank hereby employs the
Executive as the Executive Vice President and Chief Financial
Officer of the Bank, and the Executive hereby accepts said
employment and agrees to render such services to the Bank 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 two years beginning on the Effective Date of this
Agreement and ending on the second 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 one to two 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 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.
3
(c) Nothing in this Agreement shall
be deemed to prohibit the Bank at any time from terminating the
Executive’s employment as Executive Vice President and Chief
Financial Officer during the Employment Period for any reason,
provided that the relative rights and obligations of the Bank 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 be responsible for the financial
operations of the Bank. The Executive shall report directly to the
President and Chief Executive Officer of the Employer. In addition,
the Executive shall perform such executive services for the
Employer as may be consistent with his titles and from time to time
assigned to him by the President and Chief Executive Officer of the
Employer.
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 $146,000 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.
(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 Bank 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 Bank 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 Bank. 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.
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, but not by
way of limitation, automobile expenses, traveling expenses, and all
reasonable entertainment expenses (whether incurred at
the
4
Executi
