EXHIBIT 10.3
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is entered into by IBERIABANK
Corporation (the "Corporation"), a Louisiana-chartered corporation, IBERIABANK
(the "Bank"), a Louisiana-chartered bank and a wholly owned subsidiary of the
Corporation, and Xxxxxx X. Xxxxxx ("Xx. Xxxxxx").
WITNESSETH
WHEREAS, Xx. Xxxxxx is presently a director of the Corporation and the
Bank, and an employee of the Bank (together the "Employers"); and
WHEREAS, the Employers desire to be ensured of Xx. Xxxxxx'x continued
active participation in the business of the Employers; and
WHEREAS, in order to induce Xx. Xxxxxx to remain in the employ of the
Employers and in consideration of Xx. Xxxxxx'x agreeing to remain in the employ
of the Employers, the parties desire to specify the compensation that shall be
due Xx. Xxxxxx for such continued service;
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereby agree as follows:
1. TERM OF EMPLOYMENT. The term of employment under this Agreement shall
commence on the date of this Agreement (the "Commencement Date") and extend
through May 24, 2003, subject to termination for Cause, Disability, or the death
of Xx. Xxxxxx.
Termination of Xx. Xxxxxx'x employment for "Cause" shall mean termination,
as reasonably determined by the Board of Directors of the Corporation and the
Bank, for personal dishonesty, misconduct, breach of a fiduciary duty, failure
to perform assigned duties as Community Relations Officer, violation of any
state or federal law, or material breach of any provision of this Agreement.
Termination by the Employers of Xx. Xxxxxx'x employment based on
"Disability" shall mean termination because of any physical or mental impairment
which qualifies Xx. Xxxxxx for disability benefits under the applicable
long-term disability plan maintained by the Employers or any subsidiary or, if
no such plan applies, which would qualify Xx. Xxxxxx for disability benefits
under the Federal Social Security System.
2. EMPLOYMENT DUTIES. During the period from the Commencement Date through
May 24, 2003, the Employers hereby employ Xx. Xxxxxx as Community Relations
Officer of the Corporation and Xx. Xxxxxx hereby accepts said employment and
agrees to render such services to the Corporation on the terms and conditions
set forth in this Agreement. During the term of this Agreement, Xx. Xxxxxx shall
perform such services for the Employers as may be consistent with his title and
from time to time assigned to him by the Employers' Chief Executive Officer.
Such services shall include, without limitation, promoting a positive company
image with the business community and the community at large.
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EXHIBIT 10.3
3. COMPENSATION AND BENEFITS.
(a) From October 1, 2000, through July 31, 2001, the Employers shall pay
Xx. Xxxxxx the xxxxx amount of the $178,800.00, less standard withholdings, to
compensate him for his services rendered during that period. Similarly, the
Employers shall pay Xx. Xxxxxx the gross amount of $12,100.00, less standard
withholdings, from August 1, 2001, through May 24, 2003. In addition to the
outlined compensation Xx. Xxxxxx shall be allowed to retain the following items
currently in his use (1) the Dell Desktop Pentium 266 computer, (2) the U.S.
Robotics External Modem, and (3) Compaq Laptop Pentium 150 computer (valued at
$835.00). Xx. Xxxxxx shall not receive any other compensation in the form of
bonuses, reimbursements or otherwise.
(b) During the term of the Agreement, Xx. Xxxxxx and his eligible
dependents shall be entitled to participate in and receive the benefits of the
Employers' medical and dental insurance, with Xx. Xxxxxx paying the employee's
portion of the premium. Xx. Xxxxxx shall also be entitled to participate in the
Employers' life, accidental death and dismemberment, and long term disability
insurance, with Xx. Xxxxxx paying the employee's portion of the premium. Xx.
Xxxxxx shall be eligible to participate in the employee stock ownership plan
(ESOP) allocations for the year 2000 through 2002. With regard to the vesting of
stock options and restricted shares, the vesting and terms specified in
paragraph 2(a) and 4 of the agreements between Xx. Xxxxxx and ISB Financial
Corporation (now IBERIABANK Corporation) dated May 24, 1996 remains unchanged
and in full force and effect.
(c) During the term of this Agreement, Xx. Xxxxxx shall be entitled to paid
annual vacation in accordance with the policies as established from time to time
by the Board of Directors of the Employers, which shall in no event be less than
three weeks per annum. Xx. Xxxxxx shall not be entitled to receive any
additional compensation from the Employers for failure to take a vacation, nor
shall Xx. Xxxxxx be able to accumulate unused vacation time from one year to the
next.
4. TERMINATION OF EMPLOYMENT.
(a) In the event that the Employers terminate Xx. Xxxxxx'x employment for
Cause or Disability, as defined above, or if Xx. Xxxxxx terminates his
employment before the expiration of its term as set forth in paragraph 2, then
Xx. Xxxxxx and his heirs shall have no rights pursuant to this Agreement to
compensation or other benefits, including, without limitation, salary,
severance, and the vesting of stock options and restricted shares (except as
outlined in Section 8.04 (b) of the ISB Financial Corporation 1996 Stock Option
Plan and Section 7.01 (b) of the ISB Financial Corporation Recognition and
Retention Plan), for any period after the applicable date of termination.
(b) In the event of Xx. Xxxxxx'x death during the term of this Agreement,
his spouse, estate, legal representative or named beneficiaries (as directed by
Xx. Xxxxxx in writing) shall be paid on a monthly basis the remaining balance
owed under this Agreement.
(c) If Xx. Xxxxxx becomes liable, in any taxable year, for the payment of
an excise tax under Section 4999 of the Internal Revenue Code of 1986, as
amended (hereinafter "the Code") on
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EXHIBIT 10.3
account of any payments to Xx. Xxxxxx pursuant to this Section 4, and the
Employers choose not to contest the liability or have exhausted all
administrative and judicial appeals contesting the liability, the Employers
shall pay Xx. Xxxxxx (i) an amount equal to the excise tax for which Xx. Xxxxxx
is liable under Section 4999 of the Code, (ii) the federal, state, and local
income taxes, and interest if any, for which Xx. Xxxxxx is liable on account of
the payments pursuant to item (i), and (ii) any additional excise tax under
Section 4999 of the Code and any federal, state and local income taxes for which
Xx. Xxxxxx is liable on account of payments made pursuant to items (i) and (ii).
(d) This subsection 4(c) applies if the amount of payments to Xx. Xxxxxx
under subsection 4(b) has not been determined with finality by the exhaustion of
administrative and judicial appeals. In such circumstances, the Employers and
Xx. Xxxxxx shall, as soon as practicable after the event or series of events has
occurred giving rise to the imposition of the excise tax, cooperate in
determining the amount of Xx. Xxxxxx'x excise tax liability for purposes of
paying the estimated tax. Xx. Xxxxxx shall thereafter furnish to the Employers
or their successors a copy of each tax return which reflects a liability for an
excise tax under Section 4999 of the Code at least 20 days before the date on
which such return is required to be filed with the Internal Revenue Service. The
liability reflected on such return shall be dispositive for the purposes hereof
unless, within 15 days after such notice is given, the Employers furnish Xx.
Xxxxxx with a letter of the auditors or tax advisor selected by the Employers
indicating a different liability or that the matter is not free from doubt under
the applicable laws and regulations and that Xx. Xxxxxx may, in such auditor's
or advisor's opinion, cogently take a different position, which shall be set
forth in the letter with respect to the payments in question. Such letter shall
be addressed to Xx. Xxxxxx and state that he is entitled to rely thereon. If the
Employers furnish such a letter to Xx. Xxxxxx, the position reflected in such
letter shall be dispositive for purposes of this Agreement, except as provided
in subsection 4(d) below.
(e) Notwithstanding anything in this Agreement to the contrary, if Xx.
Xxxxxx'x liability for the excise tax under Section 4999 of the Code for a
taxable year is subsequently determined to be less than the amount paid by the
Employers pursuant to subsection 4(c), Xx. Xxxxxx shall repay the Employers at
the time that the amount of such excise tax liability is finally determined, the
portion of such income and excise tax payments attributable to the reduction
(plus interest on the amount of such repayment at the rate provided on Section
1274(b)(2)(B) of the Code and if Xx. Xxxxxx'x liability for the excise tax under
Section 4999 of the Code for a taxable year is subsequently determined to exceed
the amount paid by the Employers pursuant to Section 4, the Employers shall make
an additional payment of income and excise taxes in the amount of such excess,
as well as the amount of any penalty and interest assessed with respect thereto
at the time that the amount of such excess and any penalty and interest is
finally determined.
5. WITHHOLDING. All payments required to be made by the Employers hereunder
to Xx. Xxxxxx shall be subject to the withholding of such amounts, if any,
relating to tax and other payroll deductions as the Employers may reasonably
determine should be withheld pursuant to any applicable law or regulation.
6. CHANGE IN CONTROL. The Employers may assign this Agreement and its
rights and obligations hereunder in whole, but not in part, to any corporation,
bank or other entity with or into
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EXHIBIT 10.3
which the Employers may hereafter merge or consolidate or to which the Employers
may transfer all or substantially all of its assets, if in any such case said
corporation, bank or other entity shall by operation of law or expressly in
writing assume all obligations of the Employers hereunder as fully as if it had
been originally made a party hereto, but may not otherwise assign this Agreement
or its rights and obligations hereunder. In the event of a Change in Control,
Xx. Xxxxxx may elect to continue to receive his compensation in the manner
outlined or elect to accelerate his compensation schedule to obtain immediate
payment of all monies owed. "Change in Control" shall mean (i) change in control
of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act") or any successor thereto, whether or not any
security of the Corporation is registered under Exchange Act; provided that,
without limitation, such a Change in Control shall be deemed to have occurred if
any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the "beneficial owner" (as defined in Rule l3d-3 under the
Exchange Act), directly or indirectly, of securities of the Corporation
representing 25% or more of the combined voting power of the Corporation's then
outstanding securities; (ii) during any period of two consecutive years,
individuals (the "Continuing Directors") who at the beginning of such period
constitute the Board of Directors of the Corporation (the "Existing Board")
cease for any reason to constitute at least two-thirds thereof, provided that
any individual whose election or nomination for election as a member of the
Existing Board was approved by a vote of at least two-thirds of the Continuing
Directors then in office shall be considered a Continuing Director; or (iii) the
acquisition of ownership, holding or power to vote more than 25% of the voting
stock of the Bank by any person other than the Corporation. If Xx. Xxxxxx makes
such election, he must notify the Employers in writing.
7. SEVERANCE PAY PLAN SUPERSEDED. In no event shall Xx. Xxxxxx be entitled
to severance pay under the Bank's Severance Pay Plan.
8. NO ASSIGNMENT. Xx. Xxxxxx may not assign or transfer this Agreement or
any rights or obligations hereunder.
9. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below:
To the Employers: IBERIABANK Corporation
0000 Xxxx Xxxxxxx Xxxxx Xxxxx
Xxx Xxxxxx, Xxxxxxxxx 00000
To Xx. Xxxxxx: Xxxxxx X. Xxxxxx
0000 Xxxxx Xxxxxxxxx
Xxx Xxxxxx, Xxxxxxxxx 00000
10. AMENDMENT; WAIVER. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by Mr.
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EXHIBIT 10.3
Xxxxxx and such officer or officers as may be specifically designated by the
Board of Directors of the Employers to sign on its behalf. No waiver by any
party hereto at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
11. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Louisiana.
12. NATURE OF OBLIGATIONS. Nothing contained herein shall create or require
the Employers to create a trust of any kind to fund any benefits which may be
payable hereunder, and to the extent that Xx. Xxxxxx acquires a right to receive
benefits from the Employers hereunder, such right shall be no greater than the
right of any unsecured general creditor of the Employers.
13. HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14. VALIDITY. This agreement supersedes all other agreements between the
Employers and Xx. Xxxxxx. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
16. REGULATORY PROHIBITION. Notwithstanding any other provision of this
Agreement to the contrary, any payments made to Xx. Xxxxxx pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with Section 18(k) of the FDIA (12 U.S.C.ss.1828(k)) and any regulations
promulgated thereunder.
17. ARBITRATION. Xx. Xxxxxx acknowledges that he has previously entered
into the "IBERIABANK Arbitration Agreement." Any and all payments and benefits
provided for under the terms of this Agreement, as well as any and all claims
that this Agreement has been breached, shall be subject to the terms of such
Arbitration Agreement.
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EXHIBIT 10.3
IN WITNESS WHEREOF, this Agreement has been executed as of the ___ day of
________________, 2000.
Attest: IBERIABANK CORPORATION
______________________________ By:______________________________
Chairman of the Board
Attest: IBERIABANK
______________________________ By:______________________________
President and Chief Executive Officer
Witness: XXXXXX X. XXXXXX
_____________________________ By:_______________________________
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