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EXHIBIT 10.1
EMPLOYMENT CONTRACT
THIS EMPLOYMENT CONTRACT ("Contract") made and effective this 1st
day of
January, 2007, by and between Robert K. Chapman ("Employee") and
UNITED BANCORP,
INC., 205 E. Chicago Blvd., P.O. Box 248, Tecumseh, Michigan 49286
("UBI").
RECITALS
A. UBI desires to continue to employ Employee.
B. Employee desires to continue to be employed by UBI.
C. There is continued activity by multi-bank holding companies in
the
acquisition of independent community banks, which often jeopardizes
the
continued employment of senior officers of the acquired bank, and
UBI
wishes to minimize the uncertainty and distraction caused by such
activity,
which would detract from Employee's ability to perform his/her
duties, by
providing Employee with some transition assistance if UBI is
acquired or if
there is a change in control or if Employee's employment is
terminated in
anticipation of such an acquisition, merger, change in control, or
similar
transaction.
NOW, THEREFORE, UBI and Employee hereby enter into this Employment
Contract
on the following terms and conditions:
1. Employment. UBI hereby employs Employee, and Employee accepts
this
employment and agrees to devote his/her full-time attention and
energies to
the performance of his/her employment duties.
2. Term of Contract. This Contract shall be for a term of one (1)
year
beginning January 1, 2007, unless terminated earlier pursuant to
the
provisions of paragraph 3 and/or 6.
3. Payment Upon Termination in Certain Circumstances. If, other
than for a
Change in Control, as defined in paragraph 7, below, UBI shall
terminate
Employee's employment other than for "Cause," as defined in
paragraph 6,
below, or by mutual agreement, Employee shall continue to receive
his/her
regular salary (the salary in effect immediately prior to such
termination)
and benefits (except for group carve out life insurance) for a
period of
six (6) months. This continuation of salary and benefits shall
immediately
cease if Employee secures employment before the end of the six (6)
month
period.
4. Duties. The duties, responsibilities and authority of Employee
shall be as
determined by UBI from time to time.
5. Compensation. Employee's annual salary for calendar year 2007
shall be
$250,000, unless adjusted pursuant to the following provisions:
a. It is contemplated that an annual bonus shall be paid. Employee
will
be a Group 1 Participant in the Target Incentive Compensation
Plan.
b. Employee shall receive the standard employee benefits of
employees of
UBI.
c. Changes may be made to the salary and fringe benefits herein set
forth
and such changes shall be set forth in Attachment A. Changes to
the
salary and fringe benefits are effective only after Attachment A
has
been signed by the Chairman of the Board of UBI and by the
Employee.
6. Termination for Cause. UBI may terminate this Contract for
"Cause," such
termination to be immediate, without notice, at any time, and
with
compensation and benefits only to the date of
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the termination of Employee. The term "Cause" shall include the
following
enumerated and substantially equivalent matters:
a. the death of Employee;
b. the disability of Employee rendering him/her unable to perform
the
services required under the Contract for a period of 180 days;
c. known substance abuse by Employee;
d. felony conviction or plea (including a plea of guilty, nolo
contendere
or similar plea) of Employee;
e. misdemeanor conviction or plea (including a plea of guilty,
nolo
contendere or similar plea) of Employee, if the misdemeanor
involves
moral turpitude;
f. Employee's repeated unprofessional, irresponsible or
disruptive
language or conduct in the performance of his duties;
g. Employee's dishonesty, breach of professional or corporate
ethics, or
criticism by a regulatory agency involving a serious violation of
law
or regulations;
h. Employee's substantial breach of any significant term of
this
Contract, including, but not limited to, continued unsatisfactory
job
performance, or repeated uncooperative conduct.
7. Suspension. UBI may suspend the employment of Employee resulting
in the
cessation of the performance of duties and the cessation of all
compensation and benefits, in accordance with the following
provisions:
a. If criminal charges as described in subparagraph 6.d. and e. are
made
against Employee, then UBI, acting in its discretion, may
suspend
Employee for any period of time, provided that the suspension
shall
end if such charges do not result in a conviction of a plea (of
guilty
or nolo contendere, etc.) of either the original charge(s) or
any
lessor charge(s).
b. If a regulatory agency criticizes Employee for regulatory
violations
as set forth in paragraph 6.g. above, UBI shall have the discretion
to
suspend Employee for any period of time, provided that if the
alleged
violations are resolved in the Employee's favor, the suspension
shall
end.
The discretion invested in UBI as set forth in this paragraph 7,
shall be
exercised by the Chairman of its Board of Directors.
8. Failure to Meet Goals and Objectives. In the event of Employee's
repeated
failure to meet goals and objectives which are established by the
Board of
Directors of UBI from time to time, Employee's employment may be
terminated
immediately, without notice, at any time, provided that Employee
shall
continue to receive his/her regular salary and benefits for a
period of six
(6) months in accordance with the provisions of paragraph 3,
above.
9. Employee Responsibilities Following Termination. Termination of
this
Contract shall not relieve Employee of his/her responsibilities to
complete
any records, cooperate with UBI on any litigation, audits,
regulatory
reviews, claims or investigations, and otherwise to fulfill all
responsibilities under this Contract which should have been
rendered prior
to its termination.
10. Change in Control. For purposes of this Contract, a Change in
Control of
UBI shall be deemed to have occurred if:
a. there shall be consummated (i) any consolidation or merger of
UBI in
which UBI is not the continuing or surviving corporation or
pursuant
to which shares of UBI's common stock would be converted into
cash,
securities or other property, other than a merger of UBI in
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which the holders of UBI's common stock immediately prior to
the
merger have the same proportionate ownership of common stock of
the
surviving corporation immediately after the merger or (ii) any
sale,
lease, exchange or other transfer (in one transaction or a series
of
related transactions) of all, or substantially all, of the assets
of
UBI; or
b. the stockholders of UBI approved any plan or proposal for
the
liquidation or dissolution of UBI; or
c. except for any Employee Stock Ownership Plan of UBI or its
affiliates,
any person (as such term is used in Section 14(d)(2) of the
Securities
Exchange Act of 1934, as amended (the "Exchange Act")), shall
become
the beneficial owner (within the meaning of Rule 13d-3 under
the
Exchange Act) of twenty-five percent (25%) or more of UBI's
outstanding common stock.
11. Provisions Applicable in the Event of a Change in Control. If
within twelve
(12) months following the effective date of a Change in Control,
Employee's
employment is terminated by UBI (or a suc
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