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Document Preview Employment Agreement |
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Title: |
Employment Agreement |
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Entities: |
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Date: |
2001 |
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Size: |
Preview shows 6KB of 36KB total |
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Price: |
$42 |
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ID: |
#1084593 |
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This Agreement, made and dated as of July 1, 2001, by and between
Union Federal Savings and Loan Association, a federal savings and loan
association ("Employer"), and Alan L. Grimble, a resident of Montgomery County,
Indiana ("Employee").
W I T N E S S E T H
WHEREAS, Employee is employed by Employer as its Executive Vice
President and has made valuable contributions to the profitability and financial
strength of Employer;
WHEREAS, Employer desires to encourage Employee to continue to make
valuable contributions to Employer's business operations and not to seek or
accept employment elsewhere;
WHEREAS, Employee desires to be assured of a secure minimum
compensation from Employer for his services over a defined term;
WHEREAS, Employer desires to assure the continued services of Employee
on behalf of Employer on an objective and impartial basis and without
distraction or conflict of interest in the event of an attempt by any person to
obtain control of Employer or Union Community Bancorp (the "Holding Company"),
the Indiana corporation which owns all of the issued and outstanding capital
stock of Employer;
WHEREAS, Employer recognizes that when faced with a proposal for a
change of control of Employer or the Holding Company, Employee will have a
significant role in helping the Boards of Directors assess the options and
advising the Boards of Directors on what is in the best interests of Employer,
the Holding Company, and its shareholders, and it is necessary for Employee to
be able to provide this advice and counsel without being influenced by the
uncertainties of his own situation;
WHEREAS, Employer desires to provide fair and reasonable benefits to
Employee on the terms and subject to the conditions set forth in this Agreement;
WHEREAS, Employer desires reasonable protection of its confidential
business and customer information which it has developed over the years at
substantial expense and assurance that Employee will not compete with Employer
for a reasonable period of time after termination of his employment with
Employer, except as otherwise provided herein.
NOW, THEREFORE, in consideration of these premises, the mutual
covenants and undertakings herein contained and the continued employment of
Employee by Employer as its Executive Vice President, Employer and Employee,
each intending to be legally bound, covenant and agree as follows:
1. Upon the terms and subject to the conditions set forth in this
Agreement, Employer employs Employee as Employer's Executive Vice President, and
Employee accepts such employment.
2. Employee agrees to serve as Employer's Executive Vice President and
to perform such duties in that office as may reasonably be assigned to him by
Employer's Board of Directors; provided, however, that such duties shall be
performed in or from the offices of Employer currently located at
Crawfordsville, Indiana, and shall be of the same character as those previously
performed by Employee and generally associated with the office held by Employee.
Employee shall not be required to be absent from the location of the principal
executive offices of Employer on travel status or otherwise more than 45 days in
any calendar year. Employer shall not, without the written consent of Employee,
relocate or transfer Employee to a location more than 30 miles from Employer's
primary office. Employee shall render services to Employer as Executive Vice
President in substantially the same manner and to substantially the same extent
as Employee rendered his services to Employer before the date hereof. While
employed by Employer, Employee shall devote substantially all his business time
and efforts to Employer's business during regular business hours and shall not
engage in any other related business.
3. The term of this Agreement shall begin on July 1, 2001 (the
"Effective Date") and shall end on the date which is three years following such
date, subject to earlier termination as provided herein. Beginning on the first
anniversary of the Effective Date, and on each anniversary thereafter, the term
of this Agreement shall be extended for a period of one year in addition to the
then-remaining term provided that (1) Employer has not given notice to the
Employee in writing at least 90 days prior to such anniversary that the term of
this Agreement shall not be extended further, and (2) prior to such anniversary,
the Board of Directors of Employer explicitly reviews and approves the extension
(such term, including any extension thereof, shall herein be referred to as the
"Term").
4. Employee shall receive an annual salary of ______________________
("Base Compensation") payable at regular intervals in accordance with Employer's
normal payroll practices now or hereafter in effect. Employer may consider and
declare from time to time increases in the salary it pays Employee and thereby
increases in his Base Compensation. Prior to a Change of Control, Employer may
also declare decreases in the salary it pays Employee if the operating results
of Employer are significantly less favorable than those for the fiscal year
ending December 31, 2000, and Employer makes similar decreases in the salary it
pays to other executive officers of Employer. After a Change in Control,
Employer shall consider and declare salary increases based upon the following
standards:
Inflation;
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