EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
this 6th day of October, 1998, by and between PERMANENT BANCORP, INC., a
Delaware corporation which is registered savings and loan holding company (the
"Holding Company"), PERMANENT FEDERAL SAVINGS BANK, a federally-chartered
savings bank (hereinafter referred to as the "Bank"), whose address is 000
Xxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000 and Xxxxxx X. Xxxxxxxxxx (the
"Employee") whose address is 7826 Briarwood, Xxxxxxxxxx, Xxxxxxx 00000.
WHEREAS, the Employee is currently serving as Chairman of the Board,
and Chief Executive Officer of the Bank, and Chairman of the Board, President
and Chief Executive Officer of the Holding Company; and
WHEREAS, the Boards of Directors of the Bank and the Holding Company
recognize that, as is the case with publicly held corporations generally, the
possibility of a change in control of the Holding Company may exist and that
such possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of key management
personnel to the detriment of the Bank, the Holding Company and its
stockholders; and
WHEREAS, the Boards of Directors of the Bank and the Holding Company
believe it is in the best interests of the Bank and the Holding Company to enter
into this Agreement with the Employee in order to assure continuity of
management of the Bank and the Holding Company and to reinforce and encourage
the continued attention and dedication of the Employee to his assigned duties
without distraction in the face of potentially disruptive circumstances arising
from the possibility of a change in control of the Holding Company, although no
such change is now contemplated; and
WHEREAS, the Boards of Directors of the Bank and the Holding Company
have approved and authorized the execution of this Agreement with the Employee
to take effect as stated in Section 4 hereof and this Agreement shall supersede
the prior agreement between the parties related to the Employee's employment
with the Bank such that the Employee shall now have an agreement with both the
Bank and the Holding Company;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, it is AGREED as
follows:
1. Employment. The Employee will be employed solely as
Chairman of the Board of the Bank, such position to last until
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January 1, 1999, and shall additionally be employed as Chairman of the Board and
Chief Executive Officer of the Holding Company until April 1, 2000. In
performing such duties, Employee shall render administrative and management
services as are customarily performed by persons situated in similar executive
capacities, and shall have other powers and duties as may from time to time be
prescribed by the Board, provided that such duties are consistent with the
Employee's positions as described above. The Employee shall continue to devote
his best efforts and substantially all his business time and attention to the
business and affairs of the Bank, or the Holding Company, as appropriate.
2. Compensation.
(a) Salary. The Bank, until January 1, 1999, and then
thereafter the Holding Company, agree to pay the Employee during the term of
this Agreement a salary established by the Board of Directors. The salary
hereunder as of the Commencement Date (as defined in Section 4 hereof) shall be
$174,000 per year. The salary provided for herein shall be payable not less
frequently than monthly in accordance with the practices of the Bank, provided,
however, that no such salary is required to be paid by the terms of this
Agreement in respect of any month or portion thereof subsequent to the
termination of this Agreement.
(b) Expenses. During the term of his employment hereunder, the
Employee shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by him (in accordance with policies and procedures at least as
favorable to the Employee as those presently applicable to the senior executive
officers of the Bank) in performing services hereunder, provided that the
Employee properly accounts therefor in accordance with Bank policy.
3. Benefits.
(a) Participation in Retirement and Employee Benefit Plans.
The Employee shall be entitled while employed hereunder to participate in, and
receive benefits under, all plans relating to stock options, stock purchases,
pension (including defined benefit plan and employee stock ownership plan),
thrift, profit-sharing (including 401(k) plan), group life insurance, medical
coverage, education, cash or stock bonuses, and other retirement or employee
benefits or combinations thereof, that are now or hereafter maintained for the
benefit of the Bank's executive employees or for its employees generally.
(b) Fringe Benefits. The Employee shall be eligible while
employed hereunder to participate in, and receive benefits under, any other
fringe benefits which are or may become applicable to the Bank's executive
employees or to its employees generally.
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4. Term. The term of employment under this Agreement shall be from
October 6, 1998 to April 1, 2000, subject to earlier termination as provided
herein.
5. Vacations. The Employee shall be entitled, without loss of pay, to
absent himself voluntarily from the performance of his employment under this
Agreement, all such voluntary absences to count as vacation time, provided that:
(a) The Employee shall be entitled to an annual vacation
of not less than five (5) weeks per year;
(b) The timing of vacations shall be scheduled in a
reasonable manner by the Employee; and
(c) Management shall, solely at the Employee's request, be
entitled to grant to the Employee a leave or leaves of absence with or without
pay at such time or times and upon such terms and conditions as management, in
its discretion, may determine.
6. Termination of Employment; Death.
(a) The Board of Directors of either the Bank or the Holding
Company, as appropriate, may terminate the Employee's employment (but not board
membership) at any time, but any such termination, other than termination for
cause, shall not prejudice the Employee's right to compensation and other
benefits under the Agreement. If the employment of the Employee is involuntarily
terminated, other than for "cause" as provided in this Section 6(a) or pursuant
to any of Sections 6(d) through 6(g), or by reason of death or disability as
provided in Sections 6(c) or 7, the Employee shall be entitled to receive, (i)
his then applicable salary for the then-remaining term of the Agreement as
calculated in accordance with Section 4 hereof, payable in such manner and at
such times as such salary would have been payable to the Employee under Section
2 had he remained in the employ of the Bank, and (ii) all benefits currently
received, including a car assignment, club dues, disability benefits, and life
insurance, as well as those benefits stated in Section 3(a) and 3(b) over the
then-remaining term of the Agreement as calculated in accordance with Section 4
hereof.
The terms "termination" or "involuntarily terminated" in this
Agreement shall refer to the termination of the employment of Employee without
his express written consent. The Employee shall be considered to be
involuntarily terminated (1) if the employment of the Employee is involuntarily
terminated for any reason other than for "cause" as provided in this Section
6(a), pursuant to any of Sections 6(d) through 6(g) or by reason of death or
disability as provided in Sections 6(c) and 7; or (2) there occurs a material
diminution of or interference with the Employee's duties, responsibilities and
benefits in the Employee's positions as described in Section 1. By way of
example and not by way of limitation, any of the following actions, if
unreasonable or
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materially adverse to the Employee, shall constitute such diminution or
interference unless consented to in writing by the Employee: (i) a change in the
principal workplace of the Employee to a location more than 30 miles from
Evansville, Indiana; (ii) a material demotion of the Employee, a significant
reduction in the number or seniority of other personnel reporting to the
Employee, or a reduction in the frequency with which, or in the nature of the
matters with respect to which, such personnel are to report to the Employee,
other than as part of a Bank or Holding Company-wide reduction in staff; or
(iii) a reduction or adverse change in the salary, perquisites, benefits,
contingent benefits or vacation time which had theretofore been provided to the
Employee, other than as part of an overall program applied uniformly and with
equitable effect to all members of the senior management of the Bank and the
Holding Company.
In case of termination of the Employee's employment for cause,
the Bank or the Holding Company, as appropriate, shall pay the Employee his
salary through the date of termination, and neither the Bank nor the Holding
Company shall have any further obligation to the Employee under this Agreement.
The Employee shall have no right to receive compensation or other benefits for
any period after termination for cause. For purposes of this Agreement,
termination for "cause" shall include termination because of the Employee's
personal dishonesty, incompetence, willful misconduct, breach of a fiduciary
duty involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule, or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order, or material breach of any
provision of this Agreement. Notwithstanding the foregoing, the Employee shall
not be deemed to have been terminated for cause unless and until there shall
have been delivered to the Employee a copy of a resolution, duly adopted by the
affirmative vote of not less than a majority of the disinterested members of the
Board of Directors of the Bank or the Holding Company, as appropriate, at a
meeting of the Board called and held for such purpose (after reasonable notice
to the Employee and an opportunity for the Employee, together with the
Employee's counsel, to be heard before the Board), stating that in the good
faith opinion of the Board the Employee was guilty of conduct constituting
"cause" as set forth above and specifying the particulars thereof in detail.
(b) The Employee's employment may be voluntarily terminated by
the Employee at any time upon ninety (90) days written notice to the Bank or the
Holding Company, as appropriate, or upon such shorter period as may be agreed
upon between the Employee and the Board of Directors of the Bank or the Holding
Company, as appropriate. In the event of such voluntary termination, the Bank or
the Holding Company, as appropriate, shall be obligated to continue to pay the
Employee his salary only through the date of termination, at the time such
payments are due, and neither the Bank nor the Holding Company shall have any
further obligation to the Employee under this Agreement.
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(c) In the event of the death of the Employee during the term
of employment under this Agreement and prior to any termination hereunder, the
Employee's estate, or such person as the Employee may have previously designated
in writing, shall be entitled to receive from the Bank or the Holding Company,
as appropriate, the salary of the Employee through the last day of the calendar
month in which his death shall have occurred, and the term of employment under
this Agreement shall end on such last day of the month.
(d) If the Employee is suspended from office and/or
temporarily prohibited from participating in the conduct of the Bank's affairs
by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit
Insurance Act ("FDIA"), 12 U.S.C. xx.xx. 1818(e)(3) and (g)(1), the obligations
of the Bank and the Holding Company, as appropriate, under this Agreement shall
be suspended as of the date of service, unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the Bank or the Holding
Company, as appropriate, may in its discretion (i) pay the Employee all or part
of the compensation withheld while its contract obligations were suspended and
(ii) reinstate in whole or in part any of its obligations which were suspended.
(e) If the Employee is removed from office and/or permanently
prohibited from participating in the conduct of the Bank's affairs by an order
issued under Section 8(e)(4) or (g)(1) of the FDIA (12 U.S.C. xx.xx. 1818(e)(4)
or (g)(1)), all obligations of the Bank and the Holding Company under this
Agreement shall terminate, as of the effective date of the order, but vested
rights of the parties shall not be affected.
(f) If the Bank is in default (as defined in Section 3(x)(1)
of the FDIA), all its obligations under this Agreement shall terminate as of the
date of default, but this provision shall not affect any vested rights of the
parties.
(g) All the Bank's obligations under this Agreement shall be
terminated, except to the extent determined that continuation of this Agreement
is necessary for the continued operation of the Bank: (i) by the Director of the
Office of Thrift Supervision ("OTS") or his or her designee at the time the
Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters
into an agreement to provide assistance to or on behalf of the Bank under the
authority contained in Section 13(c) of the FDIA, 12 U.S.C. ss. 1823(c); or (ii)
by the Director of the OTS or his or her designee at the time the Director of
the OTS or his or her designee approves a supervisory merger to resolve problems
related to operation of the Bank or when the Bank is determined by the Director
of the OTS to be in an unsafe or unsound condition.
Any rights of the parties that have already vested, however,
shall not be affected by any such action.
(h) In the event the Bank or the Holding Company purport to
terminate the Employee for cause, but it is determined by a
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court of competent jurisdiction or by an arbitrator pursuant to Section 18 that
cause did not exist for such termination, or if in any event it is determined by
any such court or arbitrator that the Bank or the Holding Company, as
appropriate, has failed to make timely payment of any amounts owed to the
Employee under this Agreement, the Employee shall be entitled to reimbursement
for all reasonable costs, including attorneys' fees, incurred in challenging
such termination or collecting such amounts. Such reimbursement shall be in
addition to all rights to which the Employee is otherwise entitled under this
Agreement.
7. Disability. If during the term of employment hereunder the Employee
shall become disabled or incapacitated to the extent that he is unable to
perform the duties of the positions set forth in Section 1, above, he shall be
entitled to receive disability benefits of the type provided for other executive
employees of the Bank.
8. Change in Control.
(a) Involuntary Termination. If the Employee's employment is
involuntarily terminated (other than for cause or pursuant to any of Sections
6(c) through 6(g) or Section 7 of this Agreement) in connection with or within
twelve (12) months after a change in control which occurs at any time during the
term of employment under this Agreement, the Bank or the Holding Company, as
appropriate, shall pay to the Employee in a lump sum in cash within twenty-five
(25) business days after the Date of Termination (as hereinafter defined) of
employment an amount equal to 299 percent of the Employee's "base amount" of
compensation received from the Bank and any affiliated entity thereof, as
defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended
("Code").
(b) Definitions. For purposes of Sections 8, 9 and 12 of this
Agreement, "Date of Termination" means the earlier of (i) the date upon which
the Bank or the Holding Company, as appropriate, gives notice to the Employee of
the termination of his employment with the Bank or the Holding Company, as
appropriate (ii) the date upon which the Employee ceases to serve as an Employee
of the Bank or the Holding Company, as appropriate, and "change in control" is
defined solely as any acquisition of control (other than pursuant to the
Conversion or by a trustee or other fiduciary holding securities under an
employee benefit plan of the Holding Company or a subsidiary of the Holding
Company), as defined in 12 C.F.R. ss. 574.4, or any successor regulation, of the
Bank or Holding Company which would require the filing of an application for
acquisition of control or notice of change in control in a manner as set forth
in 12 C.F.R. ss. 574.3, or any successor regulation.
(c) Compliance with Capital Requirements. Notwithstanding
anything in this Agreement to the contrary, no payments may be made by the Bank
pursuant to Section 8 hereof without the prior approval of the Regional Deputy
Director of the
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OTS if following such payment the Bank would not be in compliance with its fully
phased-in capital requirements as defined in OTS regulations.
9. Certain Reduction of Payments by the Bank. (a) Anything in this
Agreement to the contrary notwithstanding, in the event it shall be determined
that any payment or distribution by the Bank or the Holding Company, as
appropriate, to or for the benefit of the Employee (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise) (a "Payment") would be nondeductible (in whole or part) by the
employer for Federal income tax purposes because of Section 280G of the Code,
then the aggregate present value of amounts payable or distributable to or for
the benefit of the Employee pursuant to this Agreement (such amounts payable or
distributable pursuant to this Agreement are hereinafter referred to as
"Agreement Payments") shall be reduced to the Reduced Amount. The "Reduced
Amount" shall be an amount, not less than zero (0), expressed in present value
which maximizes the aggregate present value of Agreement Payments without
causing any Payment to be nondeductible by the employer because of Section 280G
of the Code. For purposes of this Section 9, present value shall be determined
in accordance with Section 280G(d)(4) of the Code.
(b) All determinations required to be made under this Section
9 shall be made by the Bank's independent auditors, or at the election of such
auditors by such other firm or individuals of recognized expertise as such
auditors may select (such auditors or, if applicable, such other firm or
individual, are hereinafter referred to as the "Advisory Firm"). The Advisory
Firm shall within ten business days of the Date of Termination, or at such
earlier time as is requested by the Bank or the Holding Company, as appropriate,
provide to both the Bank and the Holding Company and the Employee an opinion
(and detailed supporting calculations) that the Bank and the Holding Company
have substantial authority to deduct for federal income tax purposes the full
amount of the Agreement Payments and that the Employee has substantial authority
not to report on his federal income tax return any excise tax imposed by Section
4999 of the Code with respect to the Agreement Payments. Any such determination
and opinion by the Advisory Firm shall be binding upon the Bank, the Holding
Company and the Employee. The Employee shall determine which and how much, if
any, of the Agreement Payments shall be eliminated or reduced consistent with
the requirements of this Section 9, provided that, if the Employee does not make
such determination within ten (10) business days of the receipt of the
calculations made by the Advisory Firm, the Bank or the Holding Company, as
appropriate, shall elect which and how much, if any, of the Agreement Payments
shall be eliminated or reduced consistent with the requirements of this Section
9 and shall notify the Employee promptly of such election. Within five (5)
business days of the earlier of (i) the Bank or the Holding Company's receipt of
the Employee's determination pursuant to the immediately preceding sentence of
this Agreement or (ii) the Bank or the Holding Company's election in lieu of
such determination,
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the Bank or the Holding Company, as appropriate shall pay to or distribute to or
for the benefit of the Employee such amounts as are then due the Employee under
this Agreement. The Bank and the Holding Company and the Employee shall
cooperate fully with the Advisory Firm, including without limitation providing
to the Advisory Firm all information and materials reasonably requested by it,
in connection with the making of the determinations required under this Section
9.
(c) As a result of uncertainty in application of Section 280G
of the Code at the time of the initial determination by the Advisory Firm
hereunder, it is possible that Agreement Payments will have been made which
should not have been made ("Overpayment") or that additional Agreement Payments
will not have been made which should have been made ("Underpayment"), in each
case, consistent with the calculations required to be made hereunder. In the
event that the Advisory Firm, based upon the assertion by the Internal Revenue
Service against the Employee of a deficiency which the Advisory Firm believes
has a high probability of success determines that an Overpayment has been made,
any such Overpayment paid or distributed by the Bank or the Holding Company to
or for the benefit of Employee shall be treated for all purposes as a loan ab
initio which the Employee shall repay to the Bank or the Holding Company
together with interest at the applicable federal rate provided for in Section
7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to
have been made and no amount shall be payable by the Employee to the Bank or the
Holding Company if and to the extent such deemed loan and payment would not
either reduce the amount on which the Employee is subject to tax under Section 1
and Section 4999 of the Code or generate a refund of such taxes. In the event
that the Advisory Firm, based upon controlling precedent or other substantial
authority, determines that an Underpayment has occurred, any such Underpayment
shall be promptly paid by the Bank or the Holding Company, as appropriate, to or
for the benefit of the Employee together with interest at the applicable federal
rate provided for in Section 7872(f)(2) of the Code.
(d) Notwithstanding anything in this Agreement to the
contrary, in no event shall the sum of a payment to the Employee under Section 8
of this Agreement and payments of salary under Section 6 of this Agreement
exceed an amount that is three (3) times the Employee's average annual
compensation from the Bank and the Holding Company, based on the most recent
five taxable years at the time of termination of employment.
(e) Any payments made to the Employee pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with 12 U.S.C. ss. 1828(k) and any regulations promulgated thereunder.
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10. Confidential Information; Loyalty; Non-Competition.
(a) During the term of the Employee's employment hereunder and
thereafter, the Employee shall not, except as may be required to perform his
duties hereunder or as required by law, disclose to others or use, whether
directly or indirectly, any Confidential Information. "Confidential Information"
means information about the Bank or the Holding Company and the Bank's or the
Holding Company's clients and customers which is not available to the general
public and was or shall be learned by the Employee in the course of his
employment by the Bank or the Holding Company, including without limitation any
data, formulae, information, proprietary knowledge, trade secrets, and credit
reports and analyses owned, developed and used in the course of the business of
the Bank or the Holding Company, including client and customer lists and
information related thereto; and all papers, resumes, records and other
documents (and all copies thereof) containing such Confidential Information. The
Employee acknowledges that such Confidential Information is specialized, unique
in nature and of great value to the Bank and the Holding Company. The Employee
agrees that upon the expiration of the Employee's term of employment hereunder
or in the event the Employee's employment hereunder is terminated prior thereto
for any reason whatsoever, the Employee will promptly deliver to the Bank or the
Holding Company, as appropriate, all documents (and all copies thereof)
containing any Confidential Information.
(b) The Employee shall devote his full time to the performance
of his employment under this Agreement; provided, however, that the Employee may
serve, without compensation, with charitable, community and industry
organizations and continue to serve, with compensation, as a director of any
business corporation of which he is currently a director to the extent such
directorships do not inhibit the performance of his duties thereunder or
conflict with the business of the Bank or the Holding Company. During the term
of the Employee's employment hereunder, the Employee shall not engage in any
business or activity contrary to the business affairs or interests of the Bank
or the Holding Company.
(c) Upon the expiration of the term of the Employee's
employment hereunder or in the event the Employee's employment hereunder
terminates prior thereto for any reason whatsoever, the Employee shall not, for
a period of three (3) years after the occurrence of such event, for himself, or
as the agent of, on behalf of, or in conjunction with, any person or entity,
solicit or attempt to solicit, whether directly or indirectly: (i) any employee
of the Bank to terminate such employee's employment relationship with the Bank;
or (ii) any savings and loan, banking or similar business from any person or
entity that is or was a client, employee, or customer of the Bank or the Holding
Company and had dealt with the Employee or any other employee of the Bank or the
Holding Company under the supervision of the Employee.
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(d) In the event Employee voluntarily resigns pursuant to
Section 6(b) of this Agreement, or in the event the Employee's employment
hereunder is terminated for cause, the Employee shall not, for a period of one
year from the date of termination, directly or indirectly, own, manage, operate
or control, or participate in the ownership, management, operation or control
of, or be employed by or connected in any manner with, any financial institution
having an office located within twenty (20) miles of any office of the Bank as
of the date of termination.
(e) The provisions of subsections (b) and (d) hereof shall not
prevent the Employee from purchasing, solely for investment, not more than five
(5%) percent of any other financial institution's stock or other securities
which are traded on any national or regional securities exchange or are actively
traded in the over-the-counter market and registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended.
(f) The provisions of this Section shall survive the
termination of the Employee's employment hereunder whether by expiration of the
term thereof or otherwise.
11. No Mitigation. The Employee shall not be required to mitigate the
amount of any salary or other payment or benefit provided for in this Agreement
by seeking other employment or otherwise, nor shall the amount of any payment or
benefit provided for in this Agreement be reduced by any compensation earned by
the Employee as the result of employment by another employer, by retirement
benefits after the date of termination or otherwise.
12. No Assignments.
(a) This Agreement is personal to each of the parties hereto,
and neither party may assign or delegate any of its rights or obligations
hereunder without first obtaining the written consent of the other party;
provided, however, that the Bank and the Holding Company will require any
successor or assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Bank or the Holding Company, by an assumption agreement in form
and substance satisfactory to the Employee, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the Bank
or the Holding Company would be required to perform it if no such succession or
assignment had taken place. Failure of the Bank and the Holding Company to
obtain such an assumption agreement prior to the effectiveness of any such
succession or assignment shall be a breach of this Agreement and shall entitle
the Employee to compensation from the Bank and the Holding Company in the same
amount and on the same terms as the compensation pursuant to Section 8(a)
hereof. For purposes of implementing the provisions of this Section 12(a), the
date on which any such succession becomes effective shall be deemed the Date of
Termination.
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(b) This Agreement and all rights of the Employee hereunder
shall inure to the benefit of and be enforceable by the Employee's personal and
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Employee should die while any
amounts would still be payable to the Employee hereunder if the Employee had
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the Employee's devisee,
legatee or other designee or if there is no such designee, to the Employee's
estate.
13. Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, addressed to the respective
addresses set forth on the first page of this Agreement (provided that all
notices to the Bank or the Holding Company shall be directed to the attention of
the Board of Directors of the Bank or the Holding Company, as appropriate, with
a copy to the Secretary of the Bank or the Holding Company, as appropriate), or
to such other address as either party may have furnished to the other in writing
in accordance herewith.
14. Prior Agreements/Amendments. Upon the Commencement Date of this
Agreement, all prior agreements, still in effect, among the parties related to
the employment of the Employee shall be deemed null and void and have no effect.
No amendments or additions to this Agreement shall be binding unless in writing
and signed by both parties, except as herein otherwise provided.
15. Paragraph Headings. The paragraph headings used in this Agreement
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
16. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
17. Governing Law. This Agreement shall be governed by the laws of the
United States to the extent applicable and otherwise by the laws of the State of
Indiana.
18. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.
PERMANENT FEDERAL SAVINGS BANK
By: /s/ Xxxxx X. Xxxxx
------------------------------------
(Duly Authorized Representative)
PERMANENT BANCORP, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Xxxxx X. Xxxxx
(Duly Authorized Representative)
EMPLOYEE
Xxxxxx X. Xxxxxxxxxx
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