Attached files
| file | filename |
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| 8-K - FORM 8-K - WEST BANCORPORATION INC | form8-k.htm |
| EX-99 - EXHIBIT 99 - WEST BANCORPORATION INC | ex99.htm |
Exhibit
10.1
March 5,
2010
Mr. David
D. Nelson
1414
20th
Avenue NE
Rochester,
Minnesota 55906
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Re:
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Employment
as Chief Executive Officer and President of West Bancorporation,
Inc.
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Dear
David:
On behalf
of the Board of Directors of West Bancorporation, Inc. (the “Board”), I am
pleased to offer you employment with West Bancorporation, Inc. (the "Company")
as its Chief Executive Officer and President.
1. Your
employment by the Company will commence Thursday, April 1, 2010 (the “Effective
Date”).
2. As
Chief Executive Officer and President, you will report to the Board and perform
the duties customarily associated with a chief executive officer position at a
publicly traded company, including such specific duties as the Board may from
time to time assign to you. You will be expected to perform faithfully and
loyally and to the best of your abilities the duties assigned to you and to
devote your full business time, attention, and effort to the affairs of the
Company and its subsidiaries.
3. Your
annual base salary will be $275,000 ("Base Salary") to be paid in accordance
with the Company’s regular payroll practices (less any withholdings and
deductions required by law or authorized by you). That amount will be
prorated in 2010 to reflect the Effective Date. Your Base Salary may
be increased for subsequent years, but not decreased, by the Board in accordance
with its executive compensation plans and policies.
4. You
shall be eligible to receive a performance bonus of up to one-half of the amount
of your Base Salary for each calendar year worked in accordance with the
Company's senior executive bonus plan then in effect ("Performance
Bonus"). The amount, if any, of such bonus shall be determined by the
Board in its sole discretion. Any Performance Bonuses awarded while
the Company is participating in the Department of the Treasury’s TARP program
will be paid in long-term restricted stock. The stock restrictions
shall include (1) a vesting period of not more than the longer of three years
from the grant date or the time of repayment of all TARP funds and (2) a
requirement that you be employed by the Company on each vesting
date. To the
extent not precluded by law or any TARP restriction, each Performance Bonus
shall fully vest if you become permanently and fully disabled or die or in the
event of a change in control of the Company or a sale of substantially all of
the Company’s operating assets. The Board’s Compensation Committee
has the sole discretion to impose stock restrictions under the West
Bancorporation, Inc. Restricted Stock Compensation Plan.
5. As
consideration for your agreement to join the Company and enter into this
agreement, shortly after you become employed by the Company you will be granted
that number of shares of restricted stock pursuant to the Company's Restricted
Stock Compensation Plan to constitute $125,000 (valued as of the grant
date). The stock will fully vest on the later of 1) the time of the
Company’s repayment of all TARP funds or 2) two years from the date of the
grant. You will not have to be employed by the Company at the time
the stock vests in order to receive the grant.
6. You
will be entitled to those employee benefits and perquisites which the Company
makes available to its senior executive officers, including specifically
allowances for country club dues and a car in amounts of at least what you are
receiving through your current employment. You shall be entitled to
not less than 25 days of paid time off, plus all Company-recognized holidays,
during each full year of employment hereunder in accordance with the general
terms of the vacation policy adopted by the Company. The Company
reserves the right to modify, amend, suspend, or terminate any or all such
employee benefit plans and policies at any time.
7. The
Company will pay your standard and actual relocation expenses including, but not
limited to, up to four months of temporary housing in the Des Moines area for
you and real estate commission, if any, incurred by you on the sale of your
current house. If you are not able to sell you current house by June
15, 2010, the Company will buy it at its appraised value.
8. You
will be reimbursed for all proper and reasonable expenses incurred by you in the
performance of your duties in accordance with the policies of the
Company.
9. Subject
to the approval of the Company’s Board of Directors, which is expected, you will
be appointed to serve on the Board until the next Annual Meeting of Shareholders
and you will be included as a director nominee in the Company's next proxy
statement. Subject to the approval of the West Bank Board of
Directors, which is also expected, you will be appointed to serve as Chairman of
the Board of Directors and Chief Executive Officer of West Bank.
10. From
and after the Effective Date and through and including the date that is one year
after the effective date of your termination of employment, you agree to not do
any of the following, directly or indirectly, without the prior written consent
of the Board:
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(a)
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directly
or indirectly (whether as owner, stockholder, director, officer, employee,
principal, agent, consultant, independent contractor, partner or
otherwise) own, manage, operate, control, or otherwise carry on a business
in competition with the business conducted by the Company or any
subsidiary of the Company; or
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(b)
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directly
or indirectly attempt to induce any employee of the Company or a
subsidiary of the Company to terminate or abandon his or her employment
for any purpose whatsoever or any attempt directly or indirectly to
solicit the trade or business of any current customer, supplier, or
partner of the Company; or
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(c)
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directly
or indirectly engage in any activity which is contrary, inimical or
harmful to the interests of the Company, including but not limited to (i)
violations of Company policies or (ii) disclosure or misuse of any
confidential information or trade secrets of the Company or a subsidiary
of the Company.
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You
acknowledge that any breach or potential breach of this paragraph will result in
serious and irreparable injury to the Company for which the Company cannot be
adequately compensated by monetary damages alone. You agree, therefore, that, in
addition to any other remedy the Company may have, the Company will be entitled
to seek both preliminary and permanent injunctive relief (to the extent
permitted by law) without the necessity of proving actual damages or posting of
a bond.
11. During
your employment with the Company, you will not earn any fees for your service on
the Board or the West Bank Board of Directors. You may engage in charitable,
civic, or community activities and, with the prior approval of the Board, may
serve as a director of any other business corporation, provided that such
activities or service do not interfere with your duties to the Company or
violate the terms of any of the covenants contained in this letter
agreement.
12. Except
for disputes between the parties concerning this agreement, the Company shall
protect and indemnify you against any and all legal claims or actions involving
you as a consequence of your employment by the Company to the maximum extent
allowed under the Iowa Business Corporation Act. The Company shall
also provide you the maximum insurance coverage provided any other employee or
director of the Company. The Company agrees to continue your coverage
under such directors and officers’ liability insurance policies as shall from
time to time be in effect for Company officers and employees for not less than
six years following your termination of employment.
13. Should
your employment by the Company be terminated, you agree to thereafter cooperate
in the truthful and honest prosecution and/or defense of any claim in which the
Company may have an interest (with the right of reimbursement for reasonable
expenses actually incurred), which may include, without limitation, being
available to participate in any proceeding involving the Company, permitting
interviews with representatives of the Company, appearing for depositions and
trial testimony, and producing and/or providing any documents or names of other
persons with relevant information in your possession or control arising out of
your employment in a reasonable time, place, and manner.
14. This
letter agreement constitutes the entire agreement and understanding between you
and the Company with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements, or representations by or between
the parties, written or oral, which may have related in any manner to the
subject matter hereof.
15. No
provision of this letter agreement may be modified or waived unless such
modification or waiver is agreed to in writing and signed by you and an
authorized member of the Board. No waiver by either party hereto at any time of
any breach by the other party hereto of, or compliance with, any condition or
provision of this letter agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time. Failure by you or the Company to insist upon
strict compliance with any provision of this letter agreement or to assert any
right which you or the Company may have hereunder shall not be deemed to be a
waiver of such provision or right or any other provision or right of this letter
agreement.
16. The
interpretation, construction, and performance of this letter agreement shall be
governed by, construed, and enforced in accordance with the internal laws of the
state of Iowa without regard to its principles of conflicts of laws. The
invalidity or enforceability of any provision of this letter agreement shall not
affect the validity or enforceability of any of the other provisions of this
letter agreement, which other provisions shall remain in full force and
effect.
17. Please
note that the purpose of this letter is merely to describe the terms of your
employment. This letter does not create any contract for or right to continued
employment for any specific period of time. Your employment with the Company at
all times will be “at will.” This means that either you or the Company may end
your employment at any time for any or no reason by providing a ninety day
written notice of termination. You agree to continue your service to
the Company during the notice period if you terminate your employment with the
Company.
To
indicate your acceptance of the terms of this letter agreement, please sign this
letter in the space below and return it to me. Both the Board and I
look forward to your long and successful service to the Company.
| Very truly yours, | ||
| /s/ Robert G. Pulver | ||
| Robert G. Pulver | ||
| Vice-Chairman, Board of Directors | ||
| West Bancorporation, Inc. |
I understand and accept the terms and conditions of my employment with West Bancorporation, Inc. as expressed above.
| By: | /s/ David D. Nelson | Date: | March 5, 2010 | ||
| David D. Nelson |