Exhibit 10.10
ESCROW AGREEMENT
This ESCROW AGREEMENT is made and entered into as of the _____ day of
_______ , 2000,by and between First Security Bancorp, Inc., a Kentucky
corporation ("Bancorp"), and Peoples Bank & Trust Company, Inc., a Kentucky
corporation, (the "Escrow Agent").
WITNESSETH:
WHEREAS, Bancorp proposes to offer and sell 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 offer, 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
Bank.
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 common
stock 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, 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 subscription, 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.
6. It 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 both 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 Bank;
First Security Bancorp, Inc.
400 East Main Street
Lexington, KY 40507
Attn: John S. Shropshire, President
(b) if to the Escrow Agent to:
USAccess Bank, Inc.
Designee of Peoples Bank & Trust Co., Inc.
8620 Biggin Hill Lane
Louisville, KY 40220
Attn: Chief Financial Officer
with a copy to:
Winebrenner Capital Partners, LLC
2300 Green Way, Suite 200
Louisville, KY 40220-4009
Attn: Earl G. Winebrenner, III
or to other person and place as either 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 hereinabove written.
First Security Bancorp, Inc.
By:_____________________________________
Title:____________________________________
Peoples Bank & Trust Co., Inc
By:______________________________________
Title:_____________________________________