Exhibit 10(b)
Employment Contract
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
this 22nd day of June, 1999 by and between FIRST FEDERAL SAVINGS BANK OF WABASH,
WABASH, INDIANA, a federally chartered savings bank (hereinafter referred to as
the "Bank" whether in the mutual or stock form), whose address in 0000 Xxxxx
Xxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000 and Xxxxx X. Xxxxxx (the "Employee") whose
address is 1073 Mitten Dr., Wabash, Indiana.
WHEREAS, the Employee is currently serving as Treasurer and Chief
Financial Officer of the Bank; and
WHEREAS, the Board of Directors of the Bank recognizes that, as is the
case with publicly held corporations generally, the possibility of a change in
control of FFW Corporation (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 Board of Directors of the Bank believes it is in the best
interests of the Bank to enter into this Agreement with the Employee in order to
assure continuity of management of the Bank 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 Board of Directors of the Bank has approved and authorized
the execution of this Agreement with the Employee to take effect as stated in
Section 4 hereof;
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 as Treasurer and Chief
Financial Officer of the Bank. As Treasurer and Chief Financial Officer,
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 position as
Treasurer and Chief Financial Officer. 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 and affiliated companies.
2. Compensation.
(a) Salary. The Bank agrees 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 at least
the Employee's current salary. 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
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in respect of any month or portion thereof subsequent to the termination of this
Agreement and provided further, that the amount of such salary shall be reviewed
by the Bank not less often than annually and may be increased (but not
decreased) from time to time in such amounts as the Bank in its discretion may
decide, subject to the customary withholding tax and other employee taxes as
required with respect to compensation paid by a corporation to an employee.
(b) Discretionary Bonuses. The Employee shall be entitled to
participate in an equitable manner with all other executive officers of the Bank
in discretionary bonuses as authorized and declared by the Board of Directors of
the Bank to its executive employees. No other compensation provided for in this
Agreement shall be deemed a substitute for the Employee's right to participate
in such bonuses when and as declared by the Board of Directors.
(c) Expenses. During tho term of his employment hereunder, the Employee
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by his (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, thrift, profit-sharing, 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.
4. Term. The term of employment under this Agreement shall be a period
of three (3) years commencing on the date of approval of this Agreement by the
Board of Directors ("Commencement Date") , subject to earlier termination as
provided herein. Beginning on the first anniversary of the Commencement Date,
and on each anniversary thereafter, the term of employment under this Agreement
shall be extended for a period of one year unless either the Bank or the
Employee gives contrary written notice to the other not less than 90 days in
advance of the date on which the term of employment under this Agreement would
otherwise be extended. Notwithstanding any other statement or provision in this
Agreement, this Agreement will not be automatically extended unless, prior
thereto, such extension is approved by the Board of Directors of the Bank
following the Board's review of a formal performance evaluation of the Employee
performed by the disinterested members of the Board of Directors of the Bank and
reflected in the minutes of the Board of Directors. Reference herein to the term
of employment under this Agreement shall refer to both such initial term and
such extended terms.
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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 two (2) weeks per year, subject to increase as provided in the Bank's
personnel manual as may be from time to time amended;
(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 may terminate the Employee's employment at
any time, but any termination by the Bank's Board of Directors, other than
termination for cause, shall not prejudice the Employee's right to compensation
or 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) health
insurance benefits as maintained by the Bank for the benefit of its senior
executive employees or its employees generally 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 as Treasurer and Chief Financial Officer of the Bank. By way of example
and not by way of limitation, any of the following actions, if unreasonable or
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 outside of Wabash, Indiana;
(ii) a material demotion of the Employee, a reduction in the number or seniority
of other Bank 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
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applied uniformly and with equitable effect to all members of the senior
management of the Bank or the Holding Company.
In case of termination of the Employee's employment for cause, the Bank
shall pay the Employee his salary through the date of termination, and the Bank
shall have no 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 at a meeting of the Board called and held for
such purpose (after reasonable notice to the Employee and an opportunity for the
Employees, 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 upon
such shorter period as may be agreed upon between the Employee and the Board of
Directors of the Bank. In the event of such voluntary termination, the Bank
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 the Bank shall have
no further obligation to the Employee under this Agreement.
(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 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) or (g)(1), the Bank's obligations 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
may in its discretion (i) pay the Employee all or part of the compensation
withheld while its obligations under this Agreement were suspended and (ii)
reinstate in whole or in part any of the 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 under this Agreement
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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, 12 U. S. C. ss. 1813 (x) (1) ), all 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 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 purports to terminate the Employee for cause,
but it is determined by a 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 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.
(a) During the term of this Agreement, in addition to the long-term
disability income plan maintained by the Bank for qualified employees of the
Bank, during the first ninety-one (91) days of disability, the Employee shall be
paid his regular compensation by the Bank. In such event, the rights of the
Employee to receive the salary stated in Section 2 hereof shall be suspended
after a period of ninety-one (91) days until the Employee is no longer disabled,
subject to the provisions of Section 7 (c) of this Agreement.
(b) The definition of "disability" shall be as stated in the disability
income plan in effect at the time the Employee becomes disabled. The
commencement of disability shall be the date which is accepted by the disability
insurance company.
(c) After the Employee has been continuously disabled for a period of
twelve (12) months, his employment automatically shall be terminated. This
Agreement may not otherwise be terminated by the Bank at any time except as
provided in this Agreement.
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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 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, 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 gives notice to the Employee of the termination of his employment with
the Bank or (ii) the date upon which the Employee ceases to serve as an Employee
of the Bank, and "change in control" is defined solely as any acquisition of
control (other than 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 pursuant to Section 8
hereof without the prior approval of the Regional Deputy Director of the 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 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 Bank 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 Bank 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
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business days of the Date of Termination, or at such earlier time as is
requested by the Bank, provide to both the Bank and the Employee an opinion (and
detailed supporting calculations) that the Bank has 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 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 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's receipt of the Employee's determination
pursuant to the immediately preceding sentence of this Agreement or (ii) the
Bank's election in lieu of such determination, the Bank 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 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 by the Bank which should
not have been made ("Overpayment") or that additional Agreement Payments will
not have been made by the Bank 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 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 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 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 preceding or
other substantial authority, determines that an Underpayment has occurred, any
such Underpayment shall be promptly paid by the Bank 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 (based
upon the last five (5) years taxable years) as of the date of termination of
employment.
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(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.
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 and the Bank'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, 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, 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. 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 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. 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.
(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 and had dealt with the
Employee or any other employee of the Bank under the supervision of the
Employee.
(d) In the event the 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.
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(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.
(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 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, 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 would be required to perform it if no such succession or
assignment had taken place. Failure of the Bank 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 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.
(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 shall be directed to the attention of the Board of Directors
of the Bank with a copy to the
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Secretary of the Bank), 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 as Treasurer and Chief Financial Officer of the
Bank 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.
FIRST FEDERAL SAVINGS BANK OF WABASH
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxxx X. Xxxxxx, President and
Chief Executive Officer
EMPLOYEE
/s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx
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