On January 3, 2005, the Corporation and Frank A. Kissel, Craig C. Spengeman, Robert M. Rogers and Arthur F. Birmingham (collectively, the “Executives”) entered into extensions of their employment agreements, in their original form, until June 30, 2005. The form of agreement entered into between the Corporation and each Executive is attached hereto as Exhibit 10.1. The original employment agreements were entered into on May 13, 2002 and expired by their terms on December 31, 2004. The employment agreements provide, among other things, (i) for participation during the employment term in all compensation and employee benefit plans for which any salaried employees of the Corporation are eligible, (ii) current annual base salaries of $291,747.50 for Mr. Kessel, $212,180.00 for Mr. Spengeman, $185,657.50 for Mr. Rogers and $159,135.00 for Mr. Birmingham and (iii) Messrs. Kessel, Rogers and Birmingham will receive bonus payments equal to 10% of base salary if 90% of the Corporation’s budget is achieved and 20% of base salary if 100% of the Corporation’s budget is achieved. Mr. Spengeman will receive a bonus equal to 6% of base salary if 90% of the Corporation’s budget is achieved and 12% of base salary if 100% of Corporation’s budget is achieved, plus 4% of base salary if 90% of Trust and Investment budgeted income is achieved and 8% of base salary if 100% of Trust and Investment budgeted income is achieved. If the Executive’s employment is terminated without cause, the Corporation shall pay the Executive’s base salary for a period equal to the longer of (A) the remainder of the term, or (B) one year from the effective date of such termination. (b) In the event that the Corporation terminates the Executive’s employment for cause or pursuant to retirement, permanent disability or death, the Corporation shall pay the Executive any earned but unpaid base salary as of the date of termination of employment. The employment agreements also include certain non-compete and non-solicitation provisions, which extend for two years following the executive’s termination of employment. Item 9.01 Financial Statements and Exhibits |
