EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this AGREEMENT), entered into as of the 19th day of September, 2006, by and among Greenville Federal Financial Corporation, a federally chartered mid-tier savings and loan holding company (hereinafter referred to as HOLDING COMPANY), Greenville Federal, a federally chartered savings bank and a wholly-owned subsidiary of HOLDING COMPANY (hereinafter referred to as BANK), and David M. Kepler, an individual (hereinafter referred to as the EMPLOYEE);
WITNESSETH:
WHEREAS, the EMPLOYEE is currently employed as President and Chief Executive Officer of HOLDING COMPANY and BANK (hereinafter collectively referred to as the EMPLOYERS);
WHEREAS, as a result of the skill, knowledge and experience of the EMPLOYEE, the Boards of Directors of the EMPLOYERS desire to retain the services of the EMPLOYEE as the President and Chief Executive Officer of BANK and of HOLDING COMPANY;
WHEREAS, the EMPLOYEE desires to continue to serve as the President and Chief Executive Officer of BANK and of HOLDING COMPANY; and
WHEREAS, the EMPLOYEE and the EMPLOYERS desire to enter into this Agreement to set forth the terms and conditions of the employment relationship between the EMPLOYERS and the EMPLOYEE;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the EMPLOYERS and the EMPLOYEE hereby agree as follows:
Section l. Employment and Term. Upon the terms and subject to the conditions of this AGREEMENT, the EMPLOYERS hereby employ the EMPLOYEE, and the EMPLOYEE hereby accepts employment, as the President and Chief Executive Officer of BANK and of HOLDING COMPANY. The term of this AGREEMENT shall commence on July 1, 2006, and shall end on June 30, 2009 (hereinafter referred to as the TERM).
Section 2. Duties of EMPLOYEE.
(a) General Duties and Responsibilities. As an officer of each of the EMPLOYERS, the EMPLOYEE shall perform the duties and responsibilities customary for such offices to the best of his ability and in accordance with the policies established by the Boards of Directors of the EMPLOYERS and all applicable laws and regulations. The EMPLOYEE shall perform such other duties not inconsistent with his position as may be assigned to him from time to time by the Boards of Directors of the EMPLOYERS; provided, however, that the EMPLOYERS shall employ the EMPLOYEE during the TERM in a senior executive capacity without diminishment of the importance or prestige of his position.
(b) Devotion of Entire Time to the Business of the EMPLOYERS. The EMPLOYEE shall devote his entire productive time, ability and attention during normal business hours throughout the TERM to the faithful performance of his duties under this AGREEMENT. The EMPLOYEE shall not directly or indirectly render any services of a business, commercial or professional nature to any person or organization without the prior written consent of the Boards of Directors of the EMPLOYERS; provided, however, that the EMPLOYEE shall not be precluded from (i) vacations and other leave time in accordance with Section 3(e) hereof; (ii) reasonable participation in community, civic, charitable or similar organizations; or (iii) the pursuit of personal investments which do not interfere or conflict with the performance of the EMPLOYEES duties to the EMPLOYERS.
Section 3. Compensation, Benefits and Reimbursements.
(a) Salary. The EMPLOYEE shall receive during the TERM an annual salary payable in equal installments not less often than monthly. The amount of such annual salary shall be $150,000 until changed by the Boards of Directors of the EMPLOYERS in accordance with Section 3(b) of this AGREEMENT or otherwise.
(b) Annual Salary Review. Each year throughout the TERM, the annual salary and annual bonus of the EMPLOYEE shall be reviewed by the Compensation Committee of the Board of Directors of BANK and shall be set, effective for the next year, at a total amount of not less than $150,000, based upon the EMPLOYEES individual performance and the overall profitability and financial condition of the EMPLOYERS (hereinafter referred to as the ANNUAL REVIEW). The results of the ANNUAL REVIEW shall be reflected in the minutes of the Compensation Committee.
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