Exhibit 10.5
TEMPO BANK
EMPLOYEE SEVERANCE COMPENSATION
PLAN
The primary purpose of the Tempo Bank Employee
Severance Compensation Plan (the “Plan”) is to ensure
the successful continuation of the business of Tempo Bank (the
“Bank”) and the fair and equitable treatment of the
Bank’s employees following a Change in Control (as defined
below).
B.
Covered Employees .
Subject to paragraph C below, any employee of
the Bank with at least one year of service as of his or her
termination date shall be eligible to receive a Change in Control
Severance Benefit (as defined below) if, within the period
beginning on the effective date of a Change in Control and ending
on the first anniversary of such date, (i) the employee’s
employment with the Bank is involuntarily terminated or (ii) the
employee terminates employment with the Bank voluntarily after
being offered continued employment in a position that is not a
Comparable Position (as defined below).
|
|
Limitations on Eligibility for Change in Control
Severance Benefits or Management Restructuring
Benefits .
|
|
|
|
No employee
shall be eligible for a Change in Control Severance Benefit if (a)
his or her employment is terminated for “Cause,” (b) he
or she is offered a Comparable Position and declines to accept such
position, or (c) the employee is, at the time of termination of
employment, a party to an individual employment agreement or change
in control agreement with the Bank and/or Sugar Creek Financial
Corp. (the “Company”).
|
|
|
|
For purposes of
this Plan, a termination of employment for “Cause”
shall include termination because of the employee's 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 the
Plan.
|
|
|
|
For purposes of
this Plan, a “Comparable Position” shall mean a
position that would (a) provide the employee with base
compensation and benefits that are comparable in the aggregate to
those provided to the employee prior to the Change in Control; (b)
provide the employee with an opportunity for variable bonus
compensation that is comparable to the opportunity provided to the
employee prior to the Change in Control; (c) be in a location that
would not require the employee to increase his or her daily one way
commuting distance by more than thirty-five (35) miles as compared
to the employee’s commuting distance immediately prior to the
Change in Control; and (d) have job skill requirements and duties
that are comparable to the requirements and duties of the position
held by the employee prior to the Change in Control.
|
D.
Definitions of Change in Control .
For purposes of this Plan, “Change in
Control” means the occurrence of any one of the following
events:
|
|
|
Merger : The Company merges into or
consolidates with another corporation, or merges another
corporation into the Company, and as a result, less than a majority
of the combined voting power of the resulting corporation
immediately after the merger or consolidation is held by persons
who were stockholders of the Company immediately before the merger
or consolidation.
|
|
|
|
Acquisition
of Significant Share Ownership : A report on Schedule 13D or
another form or schedule (other than Schedule 13G) is filed or
required to be filed under Sections 13(d) or 14(d) of the
Securities Exchange Act of 1934, if the schedule discloses that the
filing person or persons acting in concert has or have become the
beneficial owner(s) of 25% or more of a class of the
Company’s voting securities, but this clause (2) shall not
apply to beneficial ownership of Company voting shares held in a
fiduciary capacity by an entity of which the Company directly or
indirectly beneficially owns 50% or more of its outstanding voting
securities.
|
|
|
|
Change in
Board Composition : During any period of two
consecutive years, individuals who constitute the Company’s
Board of Directors at the beginning of the two-year period cease
for any reason to constitute at least a majority of the
Company’s Board of Directors; provided, however, that for
purposes of this clause (3), each director who is first elected by
the board (or first nominated by the board for election by the
stockholders) by a vote of at least two-thirds (⅔) of the
directors who were directors at the beginning of the two-year
period shall be deemed to have also been a director at the
beginning of such period; or
|
|
|
|
Sale of
Assets : The
Company or the Bank sells to a third party all or substantially all
of its assets.
|
Notwithstanding
anything in this Plan to the contrary, in no event shall the
conversion of the Bank’s mutual holding company parent, Sugar
Creek MHC, from mutual to stock form, i.e., a “second step
conversion,” constitute a Change in Control for purposes of
this Plan.
E.
Determination of the Change in Control Severance Benefit
.
|
|
|
The Change in
Control Severance Benefit payable to an eligible employee under
this Plan shall be determined under the following
schedule:
|
|
|
|
An eligible
employee who does not receive a benefit pursuant to paragraph (b)
of this Section shall receive a Change in Control Severance Benefit
equal to the product of (i) the employee’s years of service
from his or her hire date (including partial years) through the
termination date and (ii) an amount equal to two (2) weeks of the
employee’s Base Compensation (as defined below). A
“year of service” shall mean each 12-month period of
service following an employee’s hire date determined without
regard the number of hours worked during such
period(s). The minimum payment to an eligible employee
under this paragraph shall be an amount equal to two (2) weeks of
Base Compensation and the maximum payment to an eligible employee
shall be an amount equal to six (6) months of Base
Compensation.
|
|
|
|
An eligible
employee-officer designated by the Board of Directors prior to a
Change in Control shall receive a Change in Control Severance
Benefit equal to twelve (12) months of Base
Compensation.
|
|
|
|
The Change in
Control Severance Benefit shall be paid
|
|
