UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 19, 2021
1895 Bancorp of Wisconsin, Inc.
(Exact Name of Registrant as Specified in Charter)
Federal | 001-38778 | 83-3078306 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
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7001 West Edgerton Avenue, Greenfield, Wisconsin |
53220 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (414) 421-8200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.01 per share | BCOW | The NASDAQ Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On January 19, 2021, the Boards of Directors of 1895 Bancorp of Wisconsin, Inc. (the Company) and PyraMax Bank, FSB (the Bank) appointed David R. Ball as President and Chief Operating Officer of the Company and the Bank, effective February 22, 2021. Mr. Ball, age 52, had previously served as Managing Director/Group Head of BMO Harris Bank Financial Institutions Group since 2004. On January 25, 2021, the Company issued a press release announcing Mr. Balls appointment. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On January 19, 2021, the Bank and Mr. Ball executed an Employment Offer Letter. The Employment Offer Letter sets forth the basic terms and benefits of Mr. Balls employment as President and Chief Operating Officer of the Company and the Bank. Pursuant to the Employment Offer Letter, Mr. Ball will receive a $100,000 signing bonus upon entering into an employment agreement with the Bank. Mr. Ball will also be granted 11,436 restricted stock awards and 28,350 stock options to purchase Company common stock within 30 days of beginning employment with the Company and the Bank.
On January 19, 2021, the Bank entered into an employment agreement with Mr. Ball. Mr. Balls employment agreement has an initial term of three years. At least 30 days prior to the anniversary date of the agreement and each anniversary date thereafter, the disinterested members of the Board of Directors must conduct a comprehensive performance evaluation and affirmatively approve any extension of the agreement for an additional year or determine not to extend the term of the agreement.
The employment agreement provides for an annual base salary of $290,000. The base salary may be increased, but not decreased (other than a decrease which is applicable to all senior officers). In addition, Mr. Ball is eligible for an annual performance based bonus with a bonus potential equal to 30% of his base salary, the possibility of a discretionary bonus, as well as other benefit plans that are made available to management employees. In addition, Mr. Ball will be entitled to 300 hours of paid time off each year. Mr. Balls employment agreement also provides that the Bank will pay the cost of initiation fees and membership fees for Mr. Ball to join Westmoor Country Club in the State of Wisconsin. Mr. Ball will be reimbursed for all reasonable business expenses incurred.
In the event of involuntary termination of employment for reasons other than cause, disability or death, or in the event of the executives resignation for good reason, Mr. Ball will receive a severance payment equal to the base salary and bonus(es) that he would have earned during the remaining term of the employment agreement, payable in a lump sum within 30 days following termination of employment. In addition, Mr. Ball will be entitled to continued life insurance and non-taxable medical and dental insurance coverage, at the Banks expense, substantially comparable to his coverage prior to termination. For purposes of the employment agreement, good reason is defined as: (i) the failure to appoint or re-elect the executive to his executive position or a material change in executives function, duties, or responsibilities, which
change would cause his position to become one of lesser responsibility, importance, or scope; (ii) a relocation of the executives principal place of employment by more than 35 miles from his principal place of employment as of the initial effective date of the employment agreement; (iii) a material reduction in benefits and perquisites, including base salary (except for any reduction that is part of a good faith, overall reduction of such benefits applicable to all officers or employees of the Bank); (iv) a liquidation or dissolution of the Bank; or (v) a material breach of the employment agreement by the Bank. In order to be entitled to the termination benefit set forth above, Mr. Ball will be required to enter into a release of claims against the Company and the Bank.
In the event of involuntary termination of employment other than for cause, disability or death, or in the event of resignation for good reason, following the effective date of a change in control of the Company or the Bank, Mr. Ball will be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal to three times the sum of (i) his highest rate of base salary payable at any time under the agreement, plus (ii) his highest bonus from the prior three completed fiscal years. Such payment will be payable in a lump sum within 10 days following the date of termination. In addition, Mr. Ball would be entitled, at the Banks (or its successors) expense, to the continuation of substantially comparable life insurance and non-taxable medical and dental insurance coverage for 36 months following termination.
Should Mr. Ball become disabled, he will be entitled to disability benefits, if any, provided under a long-term (or short-term) disability plan sponsored by the Bank and will receive substantially comparable non-taxable medical and dental benefit coverage until the earlier of (i) the date he returns to full-time employment at the Bank, (ii) the date he is employed full-time by another employer, or (iii) 12 months from the date of executives termination due to disability. In the event of death while employed, his estate or beneficiary will be paid his base salary for six months following death, and his family will continue to receive non-taxable medical and dental coverage for 12 months after his death.
Upon any termination of employment (other than a termination in connection with a change in control), Mr. Ball will be required to adhere to a one-year non-competition covenant. In addition, Mr. Ball will be prohibited for a period of one year from (i) soliciting employees of the Bank or any affiliate for the purpose of having such person(s) terminate employment with the Bank or its affiliates and provide services or accept employment with a competing business, and (ii) contacting any person or entity to which the Company, Bank or subsidiary sold any product or services, or which Mr. Ball solicited, contacted or otherwise dealt with on behalf of the Company, Bank or a subsidiary within one year of his termination or which he was aware was a client of the Company Bank or subsidiary at the time of his termination. Mr. Ball also must maintain and not disclose the confidential information of the Bank.
The foregoing descriptions of the Employment Offer Letter and Mr. Balls employment agreement are qualified in their entirety by reference to the Employment Offer Letter, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, and the employment agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2.
In connection with Mr. Balls appointment, on January 19, 2021, Richard B. Hurd resigned as President of the Company and the Bank effective February 22, 2021. Mr. Hurd remains Chief Executive Officer of the Company and the Bank.
Item 9.01 |
Financial Statements and Exhibits. |
(a) |
Financial Statements of Businesses Acquired. Not applicable. |
(b) |
Pro Forma Financial Information. Not applicable. |
(c) |
Shell Company Transactions. Not applicable. |
(d) |
Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
1895 BANCORP OF WISCONSIN, INC. | ||||||
DATE: January 25, 2021 | By: |
/s/ Richard B Hurd |
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Richard B. Hurd | ||||||
President and Chief Executive Officer |
Exhibit 10.1
January 15, 2020
David R. Ball
17875 Marseille Drive
Brookfield, WI 53045
Re: Employment Offer Letter
Dear Mr. Ball:
On behalf of the Board of Directors (the Board) of 1895 Bancorp of Wisconsin, Inc. (the Company) and PyraMax Bank, FSB (the Bank), I am pleased to offer you the position of President and Chief Operating Officer of the Company and the Bank. This letter sets forth the terms and conditions of this offer and your employment with the Bank. Our offer of employment includes the following:
Title and Reporting Responsibility: | You will assume the role of President and Chief Operating Officer. In this capacity, you will report directly to the Chief Executive Officer. | |
Signing Bonus: | You will receive a $100,000 signing bonus upon entering into an employment agreement with the Bank to make you whole for compensation opportunities you will forgo in your present position. | |
Duties: | You will oversee the daily operations of the Company and the Bank, design and implement business strategies, plans and procedures and set comprehensive goals for performance and growth. | |
Term: | The initial term will be three (3) years. The employment agreement will be subject to annual renewal, conditioned upon Board review and approval, so that the employment agreement will have a rolling three-year term. | |
Base Salary: | Initially, $290,000 annually, less required withholding, payable in accordance with the customary payroll practices of the Bank. | |
Bonus: | You will be eligible for a performance-based bonus equal to up to 30% of your base salary under the terms of the Banks performance-based incentive program. A copy of the plan document has been provided to you. The key performance indicators will be determined from year to year by the Banks Board of Directors (and have not yet been determined for 2021). | |
Vacation Days: | You will receive 300 hours of PTO (i.e., vacation, sick and other leave) annually, in accordance with applicable Bank policies. |
Stock Benefits | Within 30 days of your employment, you will be granted 11,436 restricted stock awards and 28,350 stock options. Each grant will vest ratably over a five-year period. | |
Retirement Benefits: | Upon your employment, you will be eligible to participate in the PyraMax Bank, FSB 401(k) Savings Plan by making elective deferrals. After you have been employed with the Bank for six months, the Bank will provide a safe-harbor matching contribution equal to 100% of the first 6% of salary contributed by an you. Employer safe harbor matching contributions are 100% vested when made. | |
In addition, after you have a year of service with the Bank, you will be eligible to participate in our employee stock ownership plan (ESOP). The ESOP is a non-contributory tax-qualified defined contribution plan under which participants are allocated shares of the Companys common stock if they meet the eligibility requirements for the year, i.e., 1000 hours of service and employment on the last day of the plan year. The contributions are subject to a vesting schedule, vesting at the rate of 20% per year until you are fully vested after five years of service. | ||
Lastly, the Bank sponsors a non-qualified deferred compensation plan that you may contribute to by entering into a deferred compensation agreement. The Bank may, but is not required, to make contributions to the plan on your behalf. Your contributions will be 100% vested when made. Bank contributions will vest at the rate of 20% per year. The amounts deferred will be deemed to be invested in investments similar to those available under our 401(k) Plan. | ||
Other Benefits: | You will be entitled to the same insurance (health, dental, vision) and benefit options as other similarly situated executives. For 2021, you will be subject to a co-pay of 25% of the cost of your health family insurance coverage. A copy of our Benefit Summary Sheet for the 2020 calendar year accompanies this offer letter. Our benefits for 2021 will be substantially the same as for 2020. The Bank will also provide term life insurance protection with a death benefit equal to one time your base salary. In addition, the Bank will pay your initiation costs and annual dues (but not food and beverage minimums) at Westmoor Country Club located in the State of Wisconsin. | |
Severance Payment in the Event of Termination without Cause or Resignation for Good Reason: | The Bank will enter into a three-year employment agreement with you. The employment agreement is subject to renewal on each anniversary of the effective date so that the term is a rolling three-year term, provided that the Board of Directors of the Bank (Board) performs a comprehensive review and determines on the basis of the review to renew the agreement. If the Board fails to renew your employment agreement, it will use its best efforts to provide you with a notice of non-renewal. Further detail is set forth in the employment agreement. |
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In the event that either the Bank terminates your employment without cause or you resign with good reason prior to the expiration of the Term, subject to your execution (and non-revocation) of a general release of claims, you will be entitled to a lump cash payment from the Bank in an amount equal to the base salary and bonuses you would have been entitled to for the remaining unexpired term of the employment agreement. For the remaining unexpired term of the agreement, the Bank will also provide at its expense, medical, dental and life insurance coverage substantially comparable to the coverage maintained for you prior to your termination (except to the extent such coverage is changed for all employees). | ||
In the event of your termination without cause or for good reason in connection with or following a change in control, you will be entitled to a lump sum cash payment equal to three times your highest annual base salary and highest bonus paid over the prior three years. In addition, you and your family will also receive at the Banks expense, medical, dental and life insurance coverage, on the same terms as above, for a period of three years. |
Assuming these terms remain satisfactory to you, please sign a copy of this letter expressing your intent to move forward and return a signed copy to me. We are working on the draft of your employment agreement and will have it to you shortly.
I look forward to welcoming you to our team. Please do not hesitate to contact me at (414) 235-5207 to discuss any questions you may have.
Very truly yours, |
/s/ Richard B. Hurd |
Richard B. Hurd |
Chief Executive Officer |
Accepted by: |
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/s/ David R. Ball |
on |
January 19, 2021. |
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David R. Ball | Date |
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Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (this Agreement) is entered into as of January 19, 2021 and effective as of February 22, 2021 (the Effective Date), by and between PyraMax Bank, FSB, a federally chartered savings bank (the Bank) and David Ball (the Executive). The Bank and Executive are sometimes collectively referred to herein as the parties. Any reference to the Company shall mean 1895 Bancorp of Wisconsin, Inc., the federal mid-tier holding company of the Bank. The Company is a signatory to this Agreement for the purpose of guaranteeing the Banks performance hereunder.
WITNESSETH
WHEREAS, the Bank desires to employ the Executive as its President and Chief Operating Officer of the Bank;
WHEREAS, the Executive has agreed to be employed by the Bank as the President and Chief Operating Officer on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the terms and conditions hereinafter provided, the parties hereby agree as follows:
1. |
POSITION AND RESPONSIBILITIES. |
During the term of this Agreement Executive shall serve as President and Chief Operating Officer of the Bank. Executive shall oversee the daily operations of the Company and the Bank, design and implement business strategies, plans and procedures and set comprehensive goals for performance and growth. Executive also shall be responsible for providing leadership and direction to all departments or divisions of the Bank. As Chief Operating Officer, Executive shall report to the Chief Executive Officer. Executive agrees to serve, if elected, as an officer of the Company or any affiliate of the Bank and also agrees to serve, if nominated and elected, as a director of the Bank, the Company and any affiliate of the Bank.
2. |
TERM AND DUTIES. |
(a) Three-Year Contract; Annual Renewal. The term of this Agreement shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years. Commencing on the first anniversary date of this Agreement (the Anniversary Date) and continuing on each Anniversary Date thereafter, the term of this Agreement shall renew for an additional year such that the remaining term of this Agreement is always three (3) years; provided, however, that in order for this Agreement to renew, the disinterested members (other than Executive and his affiliates) of the Board of Directors of the Bank (the Board) shall use best efforts to take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least thirty (30) days prior to the Anniversary Date, conduct or review a comprehensive performance evaluation of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which decision shall be included in the minutes of the Boards meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the
Board shall use best efforts to provide Executive with a written notice of non-renewal (Non-Renewal Notice) prior to any Anniversary Date, such that this Agreement shall terminate at the end of twenty-four (24) months following such Anniversary Date. If the Board fails to conduct the comprehensive performance evaluation or performs such comprehensive evaluation and inadvertently fails to provide such notice of nonrenewal, this Agreement shall not renew. Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined below, then the term of this Agreement shall be extended and shall terminate thirty-six (36) months following the date on which the Change in Control occurs.
(b) Termination of Employment. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executives employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement.
(c) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executives employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree.
(d) Duties; Membership on Other Boards. During the term of this Agreement, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and services related to the organization, operation and management of the Bank; provided, however, that, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, business companies or business or civic organizations, which, in the Boards judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executives duties pursuant to this Agreement. Executive shall provide the Board of Directors annually for its approval a list of organizations for which the Executive acts as a director or officer.
3. |
COMPENSATION, BENEFITS AND REIMBURSEMENT. |
(a) Base Salary. In consideration of Executives performance of the duties set forth in Section 2, the Bank shall provide Executive the compensation specified in this Agreement. The Bank shall pay Executive a salary of $290,000.00 per year (Base Salary). The Base Salary shall be payable biweekly, or with such other frequency as officers of the Bank are generally paid. During the term of this Agreement, the Base Salary shall be reviewed at least annually by the Board or by a committee designated by the Board, and the Bank may increase, but not decrease (except for a decrease that is generally applicable to all senior management employees) Executives Base Salary. Any increase in Base Salary shall become Base Salary for purposes of this Agreement.
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(b) Bonus Compensation. Executive will be eligible for an annual performance-based bonus with a bonus potential equal to 30% of Executives Base Salary based on the criteria determined by the Board. Additionally, Executive will be eligible for a discretionary bonus in the sole discretion of the Board. Executive shall be entitled to equitable participation in incentive compensation and bonuses in any plan or arrangement of the Bank or the Company in which Executive is eligible to participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) Employee Benefits. The Bank shall provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which other senior executives participate, and the Bank shall not, without Executives prior written consent, make any changes in such plans, arrangements or perquisites that would adversely affect Executives rights or benefits thereunder, except as to any changes that are applicable to all participating employees. The Bank shall also pay the cost of Executives initiation fees and annual membership to Westmoor Country Club located in the State of Wisconsin. Without limiting the generality of the foregoing provisions of this Section 3(c), Executive will be entitled to participate in and receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident insurance plans, medical coverage or any other employee benefit plan or arrangement made available by the Bank and/or the Company now or in the future to its senior executives, including any stock benefit plans, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.
(d) Paid Time Off. Executive shall be entitled to 300 hours of paid time off (PTO)each year during the term of this Agreement (measured on a fiscal or calendar year basis, in accordance with the Banks usual practices). PTO consists of vacation leave, sick leave, personal time off and other paid absences in accordance with the Banks policies and procedures for senior executives. Holiday time off is in addition to PTO hours. Any unused PTO during an annual period shall not be carried forward to the next annual period nor paid in a cash settlement at the end of the year.
(e) Expense Reimbursements. The Bank shall also pay or reimburse Executive for all reasonable travel, entertainment and other reasonable expenses incurred by Executive during the course of performing his obligations under this Agreement, including, without limitation, fees for memberships in such clubs and organizations as Executive and the Board shall mutually agree are necessary and appropriate in connection with the performance of his duties under this Agreement, upon presentation to the Bank of an itemized account of such expenses in such form as the Bank may reasonably require, provided that such payment or reimbursement shall be made as soon as practicable but in no event later than March 15 of the year following the year in which such right to such payment or reimbursement occurred.
4. |
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. |
(a) Upon the occurrence of an Event of Termination (as herein defined) during the term of this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within twenty-four (24) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an Event of Termination shall mean and include any one or more of the following:
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(i) the involuntary termination of Executives employment hereunder by the Bank for any reason other than termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that such termination constitutes a Separation from Service within the meaning of Section 409A of the Internal Revenue Code (Code); or
(ii) Executives resignation from the Banks employ upon any of the following, unless consented to by Executive:
(A) failure to appoint Executive to the position set forth in Section 1, or a material change in Executives function, duties, or responsibilities, which change would cause Executives position to become one of lesser responsibility, importance, or scope from the position and responsibilities described in Section 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the Bank);
(B) a relocation of Executives principal place of employment to a location that is more than 35 miles from the location of the Banks principal executive offices as of the date of this Agreement;
(C) a material reduction in the benefits and perquisites, including Base Salary, to Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Bank);
(D) a liquidation or dissolution of the Bank; or
(E) a material breach of this Agreement by the Bank.
Upon the occurrence of any event described in clause (ii) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for Good Reason upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period. For the avoidance of doubt, the non-renewal of this Agreement under Section 2(a) hereof, without the occurrence of an Event of Termination under this Section 4(a)(ii) prior to the end of the term of this Agreement, shall not be considered an event that would permit the Executive to resign for Good Reason and receive a severance payment.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be equal to the
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average annual bonus paid over the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination (i.e., if only two bonuses would otherwise be paid during the remaining term, then two bonuses will be included in the calculation). Such payments shall be paid in a lump sum on or before the 30th day following the Executives Separation from Service (within the meaning of Section 409A of the Code), unless the payment is due in connection with a termination program involving more than one employee, in which case the payment shall be due within no more than 60th day following Executives Separation from Service, and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the Release), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executives Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law.
(c) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Banks expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive and his dependents prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees and then such coverage provided to Executive and his dependents shall be commensurate with such changed coverage. Notwithstanding the foregoing, if applicable law prohibits (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health or life insurance plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or the remaining value) of the Banks premium payments for providing such non-taxable medical and dental benefits, with such payment to be made by lump sum within ten (10) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons. If providing a lump sum cash payment would result in a violation of Code Section 409A, then the cash payment(s) shall be made to Executive at such time as the premiums would otherwise have been paid.
(d) For purposes of this Agreement, a Separation from Service shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the thirty-six (36) months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be
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interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executives Separation from Service.
5. |
CHANGE IN CONTROL. |
(a) Any payments made to Executive pursuant to this Section 5 are in lieu of any payments that may otherwise be owed to Executive pursuant to this Agreement under Section 4, such that Executive shall either receive payments pursuant to Section 4 or pursuant to Section 5, but not pursuant to both Sections.
(b) For purposes of this Agreement, the term Change in Control shall mean:
(1) |
Merger: The Company or the Bank merges into or consolidates with another entity, or merges another Bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation; |
(2) |
Acquisition of Significant Share Ownership: A person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Companys or the Banks voting securities; provided, however, this clause (2) shall not apply to beneficial ownership of the Companys or the Banks voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities; |
(3) |
Change in Board Composition: During any period of two consecutive years, individuals who constitute the Companys or the Banks Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Companys or the Banks Board of Directors; provided, however, that for purposes of this clause (c), each director who is first elected by the board (or first nominated by the board for election by the stockholders or corporators) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or |
(4) |
Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets. |
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Notwithstanding anything herein to the contrary, a Change in Control shall not be deemed to have occurred in the event of a second-step conversion of the MHC to a stock holding company with a contemporaneous stock offering.
(c) Upon the occurrence of a Change in Control followed within twenty-four (24) months by an Event of Termination (as defined in Section 4 hereof), Executive shall receive as severance pay or liquidated damages, or both, a lump sum cash payment equal to three (3) times the sum of (i) Executives highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the highest bonus paid to Executive with respect to the three completed fiscal years prior to the Change in Control. Such payment shall be paid in a lump sum within ten (10) days of the Executives Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination.
(d) Upon the occurrence of a Change in Control followed within twenty-four (24) months by an Event of Termination (as defined in Section 4 hereof), the Bank (or its successor) shall provide at the Banks (or its successors) expense, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive and his dependents prior to his termination, except to the extent such coverage may be changed in its application to all Bank employees and then the coverage provided to Executive and his dependents shall be commensurate with such changed coverage. Such coverage shall cease thirty-six (36) months following the termination of Executives employment. Notwithstanding the foregoing, if applicable law prohibits (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health or life insurance plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or the remaining value) of the Banks premium payments for providing such non-taxable medical and dental benefits or life insurance coverage, with such payment to be made by lump sum within ten (10) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons. If providing a lump sum cash payment would result in a violation of Code Section 409A, then the cash payment(s) shall be made to Executive at such time as the premiums would otherwise have been paid.
6. |
TERMINATION FOR DISABILITY OR DEATH. |
(a) Termination of Executives employment based on Disability shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, and as a result, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (ii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) shall apply upon the termination of the Executives employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days.
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(b) The Bank shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive and Executives dependents prior to the termination of his employment based on Disability (in accordance with its customary co-pay percentages), except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executives full-time employment by another employer; or (iii) twelve (12) months from the date of termination of Executives employment based on Disability. Nothing herein shall be construed to prevent Executive from continuing such coverage for the remainder of any applicable COBRA period at his own expense. If participation by the Executive is not permitted under the terms of an applicable plan (i.e., such as a group life insurance plan), the Bank shall provide Executive with reimbursement (payable on a monthly basis) of premiums paid by the Executive to obtain similar benefits for the period specified above; provided, however, that the reimbursement shall not exceed the cost of the monthly premiums for active employees.
(c) In the event of Executives death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executives Base Salary at the rate in effect at the time of Executives death in accordance with the regular payroll practices of the Bank for a period of six (6) months from the date of Executives death. Such payments are in addition to any life insurance benefits that Executives beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Banks tax-qualified retirement plans. In addition, the Bank shall continue to provide for twelve (12) months after Executives death non-taxable medical, dental and other insurance benefits substantially comparable to the coverage maintained by the Bank for Executives dependents prior to his death (in accordance with the customary co-pay percentages). Nothing herein shall be construed to prevent Executives eligible dependents from continuing such coverage for the remainder of any applicable COBRA period at their own expense.
7. |
TERMINATION UPON RETIREMENT. |
Termination of Executives employment based on Retirement shall mean termination of Executives employment at any time (other than a termination pursuant to Section 5) after Executive reaches age 65 or in accordance with any retirement policy established by the Board with Executives consent as it applies to him. Upon termination of Executive based on Retirement, no amounts or benefits shall be due Executive under this Agreement, and Executive shall be entitled to all benefits under any retirement plan of the Bank and other plans to which Executive is a party, subject to the terms of such plans.
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8. |
TERMINATION FOR CAUSE. |
(a) The Bank may terminate Executives employment at any time, but any termination other than termination for Cause, as defined herein, shall not prejudice Executives right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. The term Cause as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive:
(1) |
personal dishonesty in performing Executives duties on behalf of the Bank; |
(2) |
incompetence in performing Executives duties on behalf of the Bank; |
(3) |
willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank; |
(4) |
breach of fiduciary duty involving personal profit; |
(5) |
material breach of the Banks Code of Ethics; |
(6) |
intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; |
(7) |
willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or |
(8) |
material breach by Executive of any provision of this Agreement. |
Notwithstanding the foregoing, Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 10 below.
(b) For purposes of this Section 8, no act or failure to act, on the part of Executive, shall be considered willful unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executives action or omission was in the best interests of the Bank. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank.
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9. |
RESIGNATION FROM BOARDS OF DIRECTORS |
In the event of Executives termination of employment due to an Event of Termination or for Cause at a time when Executive is also serving on the Board or the board of directors of the Company or any affiliate, Executives service as a director of the Bank, the Company, and any affiliate of the Bank or the Company shall immediately terminate. This Section 9 shall constitute a resignation notice for such purposes.
10. |
NOTICE. |
(a) Any purported termination by the Bank for Cause shall be communicated by Notice of Termination to Executive. If, within thirty (30) days after any Notice of Termination for Cause is given, Executive notifies the Bank that a dispute exists concerning the termination, the parties shall promptly proceed to arbitration, as provided in Section 20. Notwithstanding the pendency of any such dispute, the Bank shall discontinue paying Executives compensation until the dispute is finally resolved in accordance with this Agreement. If it is determined that Executive is entitled to compensation and benefits under Section 4 or 5, the payment of such compensation and benefits by the Bank shall commence immediately following the date of resolution by arbitration, with interest due Executive on the cash amount that would have been paid pending arbitration (at the prime rate as published in The Wall Street Journal from time to time).
(b) Any other purported termination by the Bank or by Executive shall be communicated by a Notice of Termination (as defined in Section 10(c)) to the other party. If, within thirty (30) days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the parties shall promptly proceed to arbitration as provided in Section 20. Notwithstanding the pendency of any such dispute, the Bank shall continue to pay Executive his Base Salary, and other compensation and benefits in effect when the notice giving rise to the dispute was given (except as to termination of Executive for Cause); provided, however, that such payments and benefits shall not continue beyond the remaining unexpired term of the Agreement. In the event the voluntary termination by Executive of his employment is disputed by the Bank, and if it is determined in arbitration that Executive is not entitled to termination benefits pursuant to this Agreement, he shall return all cash payments made to him pending resolution by arbitration, with interest thereon at the prime rate as published in The Wall Street Journal from time to time, if it is determined in arbitration that Executives voluntary termination of employment was not taken in good faith and not in the reasonable belief that grounds existed for his voluntary termination. If it is determined that Executive is entitled to receive severance benefits under this Agreement, then any continuation of Base Salary and other compensation and benefits made to Executive under this Section 10 shall offset the amount of any severance benefits that are due to Executive under this Agreement.
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(c) For purposes of this Agreement, a Notice of Termination shall mean a written notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executives employment under the provision so indicated.
11. |
POST-TERMINATION OBLIGATIONS. |
(a) One-Year Non-Solicitation. Executive hereby covenants and agrees that, for a period of one year following his termination of employment with the Bank, he shall not, without the written consent of the Bank, either directly or indirectly:
(i) either directly or indirectly solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank or the Company, or any of their respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank or the Company, or any of their direct or indirect subsidiaries or affiliates or has headquarters or offices within 35 miles of the locations in which the Bank or the Company has business operations or has filed an application for regulatory approval to establish an office; or
(ii) contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold by the Company, the Bank, or any subsidiary of such entities) any person, firm, association or corporation (A) to which the Company, the Bank, or any subsidiary of such entities sold any product or service within thirty-six months of the Executives termination of employment, (B) which Executive solicited, contacted or otherwise dealt with on behalf of the Company, the Bank, or any subsidiary of such entities within one year of the Executives termination of employment, or (C) which Executive was otherwise aware was a client of the Company, the Bank, or any subsidiary of such entities at the time of termination of employment. Executive will not directly or indirectly make any such contact, either for his own benefit or for the benefit of any other person, firm, association, or corporation.
(b) One-Year Non-Competition. Executive hereby covenants and agrees that, for a period of one year following his termination of employment with the Bank, he shall not, without the written consent of the Bank, either directly or indirectly become an officer, employee, consultant, director, independent contractor, agent, sole proprietor, joint venturer, greater than 5% equity owner or stockholder, partner or trustee of any savings association, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other financial services entity or business that competes with the business of the Bank or its affiliates or has headquarters or offices within 35 miles of Greenfield, Wisconsin Notwithstanding the foregoing, this non-competition restriction shall not apply if Executives employment is terminated following a Change in Control (as defined in this Agreement).
(c) As used in this Agreement, Confidential Information means information belonging to the Bank which is of value to the Bank in the course of conducting its business and the disclosure of which could result in a competitive or other disadvantage to the Bank. Confidential Information includes, without limitation, financial information, reports, and
11
forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Bank. Confidential Information includes information developed by the Executive in the course of the Executives employment by the Bank, as well as other information to which the Executive may have access in connection with the Executives employment. Confidential Information also includes the confidential information of others with which the Bank has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain. The Executive understands and agrees that the Executives employment creates a relationship of confidence and trust between the Executive and the Bank with respect to all Confidential Information. At all times, both during the Executives employment with the Bank and after its termination, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the written consent of the Bank, except as may be necessary in the ordinary course of performing the Executives duties to the Bank.
(d) Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may reasonably be required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates.
(e) All payments and benefits to Executive under this Agreement shall be subject to Executives compliance with this Section 11. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executives breach of this Section 11, agree that, in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive and all persons acting for or with Executive. Executive represents and admits that Executives experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank or the Company from pursuing any other remedies available to them for such breach or threatened breach, including the recovery of damages from Executive.
12. |
SOURCE OF PAYMENTS. |
All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank. The Company may accede to this Agreement but only for the purposed of guaranteeing payment and provision of all amounts and benefits due hereunder to Executive.
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13. |
EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS. |
This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Bank or any predecessor of the Bank and Executive, other than the Employment Offer Letter entered into by and between the Bank and Executive as of January 19, 2021, to the extent not inconsistent herewith. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.
14. |
NO ATTACHMENT; BINDING ON SUCCESSORS. |
(a) Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void, and of no effect.
(b) This Agreement shall be binding upon, and inure to the benefit of, Executive and the Bank and their respective successors and assigns.
15. |
MODIFICATION AND WAIVER. |
(a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.
(b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived.
16. |
REQUIRED PROVISIONS. |
(a) The Bank may terminate Executives employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executives right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause.
(b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Banks affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Banks obligations under this contract 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 Executive 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.
(c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Banks affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.
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(d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.
(e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the Regulator) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator 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 Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.
(f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.
17. |
SEVERABILITY. |
If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.
18. |
HEADINGS FOR REFERENCE ONLY. |
The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
19. |
GOVERNING LAW. |
This Agreement shall be governed by the laws of the State of Wisconsin except to the extent superseded by federal law.
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20. |
ARBITRATION. |
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a panel of three arbitrators sitting in a location selected by Executive within fifty (50) miles from the main office of the Bank, in accordance with the rules of the American Arbitration Banks National Rules for the Resolution of Employment Disputes (National Rules) then in effect. One arbitrator shall be selected by Executive, one arbitrator shall be selected by the Bank and the third arbitrator shall be selected by the arbitrators selected by the parties. If the arbitrators are unable to agree within fifteen (15) days upon a third arbitrator, the arbitrator shall be appointed for them from a panel of arbitrators selected in accordance with the National Rules. Judgment may be entered on the arbitrators award in any court having jurisdiction.
21. |
INDEMNIFICATION. |
(a) Executive shall be provided with coverage under a standard directors and officers liability insurance policy, and shall be indemnified for the term of this Agreement and for a period of six years thereafter to the fullest extent permitted under applicable law against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his having been a director or officer of the Bank or any affiliate (whether or not he continues to be a director or officer at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys fees and the cost of reasonable settlements (such settlements must be approved by the Board), provided, however, Executive shall not be indemnified or reimbursed for legal expenses or liabilities incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent act committed by Executive. Any such indemnification shall be made consistent with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. §1828(k), and the regulations issued thereunder in 12 C.F.R. Part 359.
(b) Any indemnification by the Bank shall be subject to compliance with any applicable regulations of the Federal Deposit Insurance Corporation.
22. |
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 Bank: |
Chairman of the Board PyraMax Bank, FSB 7001 W. Edgerton Ave. Greenfield, WI 53220 |
|
||||
To Executive: |
David Ball At the address last appearing on the personnel records of the Bank |
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IN WITNESS WHEREOF, the Bank and the Company have caused this Agreement to be executed by their duly authorized representatives, and Executive has signed this Agreement, on the date first above written.
PYRAMAX BANK, FSB | ||
By: |
/s/ Darrell Francis |
|
Chairman of the Board | ||
1895 BANCORP OF WISCONSIN, INC. | ||
By: |
/s/ Darrell Francis |
|
Chairman of the Board | ||
EXECUTIVE | ||
/s/ David Ball |
||
David Ball |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Richard B. Hurd, Chief Executive Officer
(414) 421-8200
1895 BANCORP OF WISCONSIN, INC.
ANNOUNCES DAVID R. BALL AS PRESIDENT
Greenfield, Wisconsin January 25, 2021 1895 Bancorp of Wisconsin, Inc. (the Company) (NASDAQ Capital Market: BCOW), the holding company for PyraMax Bank, FSB (the Bank), announced that David R. Ball has accepted the position of President and Chief Operating Officer of the Company and the Bank. Mr. Ball brings 30 years of banking experience to the Company and the Bank, most recently as the Managing Director of Correspondent Banking at BMO Harris. Mr. Ball will begin his new position as of February 22, 2021.
Richard B. Hurd will continue as the Chief Executive Officer of the Company and the Bank. Mr. Hurd states, I have known and worked with David from our time at Bank One Milwaukee and most recently in his role as our Correspondent Banker, where he managed our relationship with BMO Harris over the past 5 years. His depth of experience in finance, commercial lending and management, positions David for successfully growing 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank. He will add considerable depth to our management team as we move ahead.
Forward Looking Statements
Certain statements herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as believes, will, expects, project, may, could, developments, strategic, launching, opportunities, anticipates, estimates, intends, plans, targets and similar expressions. These statements are based upon the current beliefs and expectations of the Companys management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, general economic conditions, changes in interest rates, regulatory considerations, and competition and the other risks described in the Companys Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Companys actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Forward-looking statements speak only as of the date they are made, and we assume no obligation to update any of these statements in light of new information, future events or otherwise unless required under federal securities laws.