Exhibit 10.10
ESCROW AGREEMENT
This ESCROW AGREEMENT is made and entered into as of the 1st day of September,
2000, by and among First Security Bancorp, Inc., a Kentucky corporation
("Bancorp"), Peoples Bank & Trust Co., Inc., a Kentucky corporation, (the
"Escrow Agent") and Xxxxxxxxxxx Capital Partners, LLC, a Kentucky limited
liability company (the "Sales Agent").
WITNESSETH:
WHEREAS, Bancorp proposes to offer and sell through the Sales Agent
Shares (the "Shares") of Common Stock of Bancorp at an approximate price of
$16.00 per Share; and
WHEREAS, the subscribers to such Shares will execute a Subscription Agreement, a
copy of which is attached hereto as Exhibit A, and such Agreement provides that
the subscription funds (the "Subscription Amounts") received from the
subscribers (the "Subscribers") for the Shares shall be held in escrow until
acceptance of such subscriptions by Bancorp, at its discretion.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements herein set forth, and in consideration of the purchase of the
Shares by the Subscribers, do hereby covenant and agree as follows:
1.The Bancorp hereby appoints Peoples Bank & Trust Co. Inc., a Kentucky
corporation, (the "Escrow Agent"), to serve as the Escrow Agent and the Escrow
Agent agrees to serve in that capacity, pursuant to the terms of this Escrow
Agreement.
2.The Escrow Agent shall at all times maintain a record of all
subscriptions and amounts deposited in escrow. Such records and accounts shall
be available at all times for inspection, examination and reproduction by
Bancorp.
3.Subscription Amounts shall not become the property or assets of Bancorp
until its President or Chairman issues a written certification that
subscriptions relating to such funds have been accepted and that shares will be
issued to Subscribers in respect of such subscriptions. Following the receipt of
such authorization, the Escrow Agent shall release to Bancorp, or to such other
person on behalf of Bancorp as Bancorp shall direct, all or such portion of the
Subscription Amounts, interest earned on Subscription Amounts, and the
subscription documents as Bancorp may specify.
4.All Subscription Amounts delivered to the Escrow Agent shall be deposited
in a special trust account, to be maintained at USAccess Bank, Louisville,
Kentucky, as designee of the Escrow Agent and shall be invested by the Escrow
Agent, as soon as practicable after the clearance of the Subscriber's check or
the availability of good funds from the Subscriber, in secured government paper.
All subscription amounts shall be invested only as permissible under Rule 15c2-4
of the Securities Exchange Act of 1934.
5.The Escrow Agent, upon receipt of written notification of termination of
the offering from Bancorp without the acceptance of any subscriptions, shall
mail to each Subscriber his or her Subscription Amount and originally executed
subscription documents, together with, pursuant to Section 3 above, the interest
earned on Subscription Amounts he or she has deposited with the Escrow Agent.
Funds returned to the Subscribers shall be paid directly to each Subscriber, and
not through Bancorp.
0.Xx is understood and agreed that the Escrow Agent shall:
(a)be under no duty to enforce payment of any check, draft, or other document
which is to be delivered to or held by it hereunder;
(b)be protected in acting upon any notice, request, certificate, approval,
consent or other paper believed by it to be genuine and to be signed by proper
party or parties;
(c)be indemnified by Bancorp against any claim made against it by reason of its
acting or failing to act in connection with any of the transactions contemplated
hereby and against any loss it may sustain in carrying out the terms of this
Agreement, including the reasonable fees of counsel, except such claims or
losses which arise out of or are occasioned by its bad faith, gross negligence
or misconduct;
(d)be permitted to consult with counsel of its choice, and the Escrow Agent
shall not be liable for any action taken, suffered or permitted by it in
accordance with the advice of such counsel; provided, however, that nothing
contained in this paragraph 6(d). nor any action taken by the Escrow Agent, or
suffered or omitted by it in accordance with the advice of such counsel, shall
relieve the Escrow Agent from liability for any claim or losses which arise out
of or are occasioned by its bad faith, gross negligence or misconduct, all as
provided in paragraph 6(C) hereof;
(e)not to be bound by any modification, amendment, termination, cancellation,
rescission or supersession of this Agreement, unless the same shall be in
writing and signed by all of the parties hereto;
(f)be entitled to refrain from taking any action other than to keep all funds
deposited with it and documents held by it in escrow until it shall be directed
otherwise in writing by Bancorp or by a final order or judgment of a court or
competent jurisdiction, if it shall be uncertain concerning its duties or rights
hereunder or shall have received instructions, claims or demands from Bancorp or
Subscribers which, in its opinion, are in conflict with any of the provisions of
this Agreement;
(g)have no liability for following the instructions herein contained or
expressly provided for, or written instructions given by Bancorp; and
(h)have the right, at any time to resign hereunder by giving written notice of
its resignation to Bancorp at least thirty (30) days prior to the date specified
for such resignation to take effect and, upon the effective date of such
resignation, all funds held by the Escrow Agent shall be delivered by it to such
person as may be designated in writing by Bancorp; whereupon, the Escrow Agent's
obligations hereunder shall cease and terminate.
If no such person has been so designated by such date, all obligations of
Escrow Agent shall nevertheless, cease and terminate. The Escrow Agent's sole
responsibility thereafter shall be to keep safely all funds and documents then
held by it and to deliver the same to a person designated by Bancorp or in
accordance with a final order or judgment of a court of competent jurisdiction.
7.All notices, request, demands and other communications hereunder, shall
be deemed to have been duly given if delivered or mailed, certified or
registered mail, with postage prepaid:
(a) if to Bancorp;
First Security Bancorp, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxxxxx, President
(b) if to the Escrow Agent:
USAccess Bank, Inc.
Designee of Peoples Bank & Trust Co., Inc.
0000 Xxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Attn: Chief Financial Officer
(c) if to the Sales Agent:
Xxxxxxxxxxx Capital Partners, LLC
0000 Xxxxx Xxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
Attn: Xxxx X. Xxxxxxxxxxx, III
or to other person and place as any party shall designate to the other in
writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first herein above written.
First Security Bancorp, Inc.
By: /s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Title: Chairman
Peoples Bank & Trust Co., Inc
By: /s/Xxxxx X. Xxxxxx, Xx.
Xxxxx X. Xxxxxx, Xx.
Title: EVP/CEO
Xxxxxxxxxxx Capital Partners, LLC
By: /s/ Xxxx X. Xxxxxxxxxxx, III
Xxxx X. Xxxxxxxxxxx, III
Title: President
