AMENDMENT TO FIDELITY SOUTHERN CORPORATION FIDELITY BANK EMPLOYMENT AGREEMENT JAMES B. MILLER, JR.
Exhibit 99.2
XXXXX X. XXXXXX, XX.
This agreement is entered into January 21, 2010, effective as of the 1st day of
January 2010, by and among FIDELITY SOUTHERN CORPORATION(“Fidelity”), a Georgia Corporation,
FIDELITY BANK (the “Bank”), a Georgia banking corporation, and XXXXX X. XXXXXX, XX. (“Xxxxxx”) to
amend the Employment Agreement dated as of January 18, 2007, among the above parties, as follows:
1. | To extend the term of the Employment Agreement dated as of January 18, 2007, for an additional three (3) year term, to expire on December 31, 2012. | ||
2. | All other terms and conditions of said Employment Agreement are to remain the same. |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
FIDELITY SOUTHERN CORPORATION |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Chairman, Compensation Committee | |||
FIDELITY BANK |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Chairman, Compensation Committee | |||
XXXXXX |
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/s/ Xxxxx X. Xxxxxx, Xx. | ||||
ATTACHMENT A
XXXXX X. XXXXXX, XX.
INCENTIVE COMPENSATION
XXXXX X. XXXXXX, XX.
INCENTIVE COMPENSATION
For each calendar year during the term of the Agreement, the Compensation Committee
(“Committee”) of the Board of Directors of Fidelity will establish in its sole discretion (after
discussion with Xxxxxx) the percentage of base salary available for incentive compensation
consideration and the executive incentive compensation evaluation criteria, which will include
corporate and individual performance measurements, goals and objectives, both financial and
non-financial, for such calendar year prior to or at the commencement of the calendar year. Xxxxxx
will be paid incentive compensation (“Incentive Compensation”), if any, in cash as determined by
the Committee following its evaluation of Corporate and individual performance relative to the
executive compensation criteria established at the beginning of the calendar year and such other
measures or modifications as the Committee at its sole discretion, may consider.
The Committee has determined that in 2010 Xxxxxx will be eligible for 20% of base compensation
as Incentive Compensation, or such amount as may be determined by the Compensation Committee. The
Committee will evaluate Fidelity’s and Xxxxxx’x 2010 performance relative to the following
financial and non-financial measurements, goals and objectives, and such other measures and
modifications as the Committee, in its sole discretion, may consider in the determination of
Incentive Compensation to be paid for 2010.
1. | Financial Performance Measurements based on the approved 2010 Budget (These measurements may be modified for evaluation purposes at any time during 2010 based on changes in the strategic plan, the business plan, competitive or economic factors, changes in regulatory or accounting rules, laws or regulations or such other factors as the Compensation Committee, in its sole discretion, may determine.): |
• | Net income | ||
• | Earnings per share (EPS) | ||
• | Return on equity (XXX) | ||
• | Return on assets (ROA) | ||
• | Total stockholder return | ||
• | Loan growth | ||
• | Asset quality | ||
• | Deposit growth | ||
• | Net interest margin | ||
• | Noninterest income | ||
• | Noninterest expense management and control | ||
• | Business unit net income |
2. | Non-financial Corporate and Individual Goals including but not limited to: |
• | Compliance with laws and regulations including Compliance and Safety and Soundness ratings of 2 or better | ||
• | Hiring proven lenders and managers, as identified, to grow loans and deposits or develop, expand or improve operations and products and services and their delivery | ||
• | Opening new branches and loan production offices to profitably expand market presence |
• | Market share growth | ||
• | Development/expansion of profitable products/services and delivery systems | ||
• | Furtherance of or achievement of strategic goals and objectives | ||
• | Individual performance based on competitive, legal, regulatory, and economic conditions | ||
• | Such other factors as the Compensation Committee in its sole discretion may consider in determining the amount, if any, of Incentive Compensation to be awarded. |
The right of Xxxxxx to receive Incentive Compensation, if any, hereunder related to a calendar
year shall vest on the last day of such calendar year. In the event Xxxxxx is entitled pursuant to
the Agreement and the determination of the Committee at its sole discretion to Incentive
Compensation for a period of less than a full year, the Incentive Compensation, if any, for such
year shall vest on the last day of his employment.
Within 60 days after the end of 2010, management shall calculate and evaluate Fidelity’s and
Xxxxxx’x performance relative to the 2010 Criteria and provide such calculations and evaluations to
the Committee for its review.
The Committee shall, within 90 days after the end of 2010, make its own independent assessment
of the extent to which the 2010 Criteria and such other measures and modifications as the
Committee, in its sole discretion, may consider have been achieved; and, based on its assessment,
shall award Incentive Compensation in such amounts, if any, as it deems to have been earned by
Xxxxxx.
The Committee may revise or modify the 2010 Criteria for the year to the extent the Committee,
in the exercise of its sole and absolute discretion, believes necessary or deems equitable in light
of any unexpected or unusual or non-recurring circumstances or events, including but not limited
to, changes in accounting rules, accounting practices or procedures, tax and other laws and
regulations, or in the event of mergers, acquisitions, divestitures, unanticipated increases in
regulatory fees or costs, any extraordinary or unanticipated competitive or economic circumstances,
or any other factors as the Committee may determine.
In addition, in determining whether or to the extent that any one or more of the 2010 Criteria
have been met, the Committee may adjust the Corporation’s financial results to exclude the effects
of any or all extraordinary items (as determined under generally accepted accounting principles)
and any other unusual or non-recurring items that distort year-to-year comparisons of results or
otherwise distort results for the year (either on an entity, business unit, or consolidated basis)
and consider the impact on results of other events, including but not limited to, charges or costs
associated with restructurings of the Corporation, discontinued operations, acquisitions or
dispositions of business entities or assets, reorganizations, mergers or divestures, the effects of
competition or economic conditions, and of changes in tax, regulatory or accounting rules, laws or
regulations.
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Payment is to be made in cash, restricted stock, or any other appropriate legal manner during
the three-and-one-half month period in the calendar year following the calendar year for which the
Incentive Compensation is earned ending on April 15. The Committee, in its sole discretion, during
such period may make a non-refundable prepayment of a portion of the Incentive Compensation to
Xxxxxx if it believes that the partial payment will not exceed the amount of the Incentive
Compensation for the prior calendar year.
FIDELITY SOUTHERN CORPORATION |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Chairman, Compensation Committee | |||
FIDELITY BANK |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Chairman, Compensation Committee | |||
XXXXXX |
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/s/ Xxxxx X. Xxxxxx, Xx. | ||||
Xxxxx X. Xxxxxx, Xx. |
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DATE: January 21, 2010 | ||||
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