The Company shall nominate and elect the Executive as vice chairman and a member of the Board of Directors of FB&T at each annual meeting of FB&T and at such other times that action is taken to elect directors of FB&T during the Term. The Executive also agrees to serve, for so long as he is the President-South Division of FB&T, as vice chairman and a member of the Board of Directors of FB&T, but shall not be entitled to compensation for service as a member of the Board of Directors in addition to the compensation provided herein. During the Term, the Executive shall serve as President-South Division of FB&T, reporting to the Chief Executive Officer of FB&T. If either (a) the Merger Agreement will have been validly terminated pursuant to its terms, or (b) the Executive’s employment with Holdco or Bank terminates prior to the Effective Date, for any reason, this Agreement, and all rights and obligations of the Company, FB&T and the Executive hereunder, shall be null and void. Except as otherwise agreed in writing by the parties, if the Executive continues to be employed by FB&T after the Initial Term, for any reason, he will do so as an at-will employee and not pursuant to this Agreement, provided that the Executive’s post-termination obligations pursuant to Sections 5, 6, 7 and 8(e) of this Agreement and FB&T’s and the Company’s post-termination obligations pursuant to Sections 3(a), 4 and 8(d)(i) of this Agreement shall survive during the period of any such continued at-will employment (the Initial Term plus any period of at-will employment being referred to herein as the “Term”), and, to the extent applicable, after termination of such at-will employment, for any reason. Unless terminated at an earlier date in accordance with Section 8 of this Agreement, the term of the Executive’s employment hereunder shall be for a period of three (3) years, commencing on the Effective Date (the “ Initial Term”). Effective upon the Effective Date, FB&T hereby agrees to employ the Executive, and the Executive accepts such employment with FB&T and agrees to perform services for FB&T, for the period and upon the other terms and conditions set forth in this Agreement, which shall supersede the terms, conditions, duties and obligations contained in the Prior Agreements which shall be terminated in their entirety by this Agreement as of the Effective Date, subject to the payment to the Executive of any benefits to which the Executive is or will be entitled thereunder.Ģ. NOW, THEREFORE, in consideration of the promises, the mutual agreements set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:ġ. WHEREAS, conditioned on the successful completion of the Mergers, the Company and FB&T desire that FB&T employ the Executive upon the Effective Date on the terms and conditions of this Agreement, and the Executive desires to be employed by FB&T on such terms and conditions. WHEREAS, the Merger Agreement provides that the Deferred Compensation Agreement will be terminated on or prior to the date of consummation of the Mergers (the “ Effective Date”) and WHEREAS, the Merger Agreement provides that immediately following the Merger, Bank will merge with and into FB&T (the “Bank Merger” and collectively with the Merger, the “Mergers”) WHEREAS, Holdco and the Company are executing an Agreement and Plan of Merger as of the date hereof (the “ Merger Agreement”), pursuant to which Holdco will be merged with and into the Company (the “Merger”), and the Company will continue as the surviving corporation WHEREAS, the Executive and Bank are parties to that certain Deferred Compensation Agreement, dated Septem(the “Deferred Compensation Agreement”) WHEREAS, the Executive and Bank are parties to that certain Non-disclosure and Noncompetition Agreement, dated March 27, 2014, and that certain Additional Compensation Agreement, dated Ma(the “Prior Agreements”) WHEREAS, the Executive currently serves as chairman and chief executive officer of Holdco and as chairman, president and chief executive officer of Bank Wade (the “ Executive”), a resident of Texas. (“Holdco”), a Texas corporation, AimBank (“Bank”), a Texas banking association and wholly owned subsidiary of Holdco and Scott L. (the “ Company”), a Delaware corporation and the parent company of FB&T, AIM Bancshares, Inc. This EMPLOYMENT AGREEMENT (this “ Agreement”) dated as of February 11, 2020, by and among First Bank & Trust Company (“ FB&T”), a Texas banking association, Heartland Financial USA, Inc.
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