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EXHIBIT 10.1.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement is made and entered into
this 3rd day of June, 1999 by and between First Premier Financial Corporation,
a Delaware corporation, formerly Missouri Holdings, Inc. (the "Company" or
"Employer") and Xxxxxxx X. Xxxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company and the Executive entered into an Employment
Agreement dated July 16, 1998 (the "Employment Agreement"); and
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement;
NOW, THEREFORE, for and in consideration of the mutual premises and
covenants herein contained, the parties hereto agree as follows:
1. Section 2 of the Employment Agreement is hereby amended by
deleting existing Section 2 in its entirety and substituting in lieu thereof the
following:
"The term of employment of Executive under this Agreement
shall be the four year period commencing on July 16, 1998 and
ending on July 15, 2002."
2. Section 3(a) of the Employment Agreement is hereby amended by
deleting the third sentence in the first paragraph thereof in its entirety and
substituting in lieu thereof the following:
"As an additional inducement to Executive to accept employment
with the Company, the Company agrees to pay Executive a bonus
of $150,000, such payment to be made as soon as practicable
after the closing of the Initial Public Offering. Executive
shall also be entitled to participate in a deferred
compensation arrangement to be mutually agreed to by the
Company and Executive upon the closing of the Initial Public
Offering."
3. Section 3(a) of the Employment Agreement is hereby further
amended by deleting the existing third paragraph thereof in its entirety.
4. Section 3(b) of the Employment Agreement is hereby amended by
deleting the existing second paragraph thereof in its entirety and substituting
in lieu thereof the following:
"At the first Board of Directors meeting subsequent to the closing of
the Initial Public Offering, the Company shall issue an option to Executive
providing for the purchase of 125,000
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shares of the Company's Common Stock at a per share price equal to the per share
price at which the Company sold its shares of Common Stock in the Initial Public
Offering. Such option shall be exercisable in whole or in part for a period of
ten years from the date of grant. Such option shall be granted pursuant to the
Company's stock option plan and shall be subject to such other customary terms
and conditions as set forth in the Company's stock option plan and the stock
option agreement which shall be delivered to Executive by the Company as soon as
practicable after the date of grant. Upon the written request of Executive, the
Company shall, at no cost to Executive, effect the registration under the
securities laws of any or all of the shares of the Company's Common Stock
acquired upon exercise of the option; provided, however, that the Company shall
not be required to effect such registration prior to the date three years from
the date of this Agreement. Further, if the Company at any time proposes for any
reason to register securities under the securities laws, it shall provide
Executive with 20 days' written notice of such proposed registration and, upon
the written request of Executive, shall, at no cost to Executive, effect the
registration of any or all of the shares of the Company's Common Stock acquired
upon exercise of the option. All such registration rights of Executive with
respect to the shares underlying the option shall terminate upon the termination
of the option."
5. Section 10(b) of the Employment Agreement is hereby amended by
deleting all references to the term "warrants" in this Section 10(b) and
substituting in lieu thereof the term "options."
6. All of the other terms and conditions of the Employment
Agreement remain unchanged and in full force and effect as originally written.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Employment Agreement to be executed and delivered as of the day and year
first above written.
"COMPANY"
FIRST PREMIER FINANCIAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Vice President
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"EXECUTIVE"
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
