Attached files
| file | filename |
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| 8-K - Reliance Bancshares, Inc. | rbi_8k.htm |
| EX-99.1 - Reliance Bancshares, Inc. | pressrelease_62310.htm |
Mr. Allan
D. Ivie, IV
June 4,
2010
Page
RELIANCE BANCSHARES,
INC.
10401
Clayton Road
Frontenac,
Missouri 63131
June 4,
2010
Mr. Allan
D. Ivie, IV
Re: Your Employment by Reliance
Bancshares, Inc. and Reliance Bank
Dear
Allan:
The purpose of this letter is to set
forth the terms and conditions of your employment by Reliance Bancshares, Inc.
(“Reliance”)
and Reliance Bank, which is a wholly-owned subsidiary of Reliance (the “Bank”). We
look forward to your joining the Reliance organization.
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1.
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Position. You
will serve as President and Chief Executive Officer of Reliance and
Chairman and Chief Executive Officer of the Bank. In these
positions, you will report to the Board of Directors of Reliance or the
Bank, as the case may be. You will also be appointed or elected
and will serve as a director of Reliance and of the Bank. You
also agree to serve as an officer and/or director of any other subsidiary
or affiliate of Reliance, including Reliance Bank, FSB, without additional
compensation. So long as you remain an employee of Reliance and
the Bank, your entire working time, energy, skills and best efforts shall
be devoted to the performance of your duties hereunder in a manner which
will faithfully and diligently further the banking interests of Reliance
and the Bank.
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2.
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Employment
Term. The term of your employment will commence on or
about June 14, 2010, subject to the terms and timing of your resignation
from your present employment, and shall continue for an initial term
ending January 3, 2013. Beginning February 1, 2012, the term
shall be extended for one additional month on the first day of each
calendar month, unless either party gives written notice of its desire and
intent not to further extend the term, provided, however, that Reliance or
you may terminate this agreement, without Cause or Good Reason at the end
of the initial term by giving written notice of termination at least 60
days prior to January 3, 2013.
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3.
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Base
Salary. Your base salary for 2010 and 2011 will be
$425,000.00 per year and effective January 1, 2012 through the end of the
contract period will be $446,000.00 per year and will be prorated
accordingly. Your base salary will be payable in monthly or
more frequent installments in accordance with Reliance’s usual payroll
practices for senior executive officers, less such amounts as are required
to be withheld by law.
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4.
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Bonuses. You
will not be eligible for annual or special bonuses until Reliance is no
longer subject to regulations of the U.S. Treasury Department that
prohibit or limit such payments because Reliance has received financial
assistance under the Troubled Asset Relief Program (“TARP Regulations”) or
those regulations are replaced or modified to permit
bonuses. In such event, you will be eligible for bonuses as may
be awarded you by Reliance’s Compensation Committee and its Board of
Directors.
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5.
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Restricted
Stock. You will be awarded shares of Class A Common Stock, $0.25
par value, of Reliance under its 2010 Restricted Stock Plan in the amounts
shown below on the dates indicated, provided they are within the allowable
maximum award levels permitted by TARP Regulations. All awards
will be subject to a two-year cliff vesting period and subject to minimum
holding periods as required by TARP Regulations. In the event
of a Change in Control, (as defined in Exhibit
A attached) all shares awarded will be immediately vested as
permitted by TARP Regulations. You will be permitted to sell shares of
restricted stock to pay income tax after the risk of forfeiture lapses on
annual awards of restricted shares, as permitted by TARP Regulations and
subject to federal and state securities
laws.
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Dates of
Award
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July
1, 2010 - The lesser of 40,000 shares or the maximum number allowed by
TARP Regulations;
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January
1, 2011 - The lesser of 75,000 shares or the maximum number allowed by
TARP Regulations;
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January
1, 2012 - The lesser of 65,000 shares or the maximum number allowed by
TARP Regulations.
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Under
current TARP Regulations the cash equivalent value may not exceed 50% of your
annual salary at the time of award. The price of the Reliance Class A
Common Stock shall be calculated for all purposes hereunder as the fair market
value of such stock on the date of award.
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6.
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Fringe
Benefits. You will be entitled to the same fringe
benefits provided other senior executive officers, including without
limitation life insurance, health insurance for you and your eligible
family members, disability insurance and participation in the Reliance
Bank 401(k) plan and the Employee Stock Purchase
Plan.
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7.
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Other
Benefits. Your club dues at the Racquet Club and the St.
Louis Club will be paid by Reliance or the Bank as well as the expense of
a Blackberry or Iphone. Expenses incurred for mileage, business travel and
client entertainment will also be reimbursed to
you.
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8.
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Vacations. You
will be entitled to four weeks paid vacation a year, beginning in 2011 and
two weeks for the remainder of
2010.
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9.
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Change in
Control. In the event that TARP Regulations no longer
apply to Reliance or TARP Regulations are modified or changed, Reliance
will undertake to discuss with you a post-employment non-compete agreement
and a reasonable severance agreement in the event of a Change in Control
(as defined in Exhibit
A attached).
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10.
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Termination
of Employment. Reliance may terminate your employment
for Cause (as defined in Exhibit A
attached) at any time upon giving you at least 30 days prior
written notice, and you may terminate your employment for Good Reason (as
defined in Exhibit
A) at any time upon giving Reliance at least thirty (30) days prior
written notice. In the event that your employment is terminated
for Cause or Good Reason, you will be entitled to continued compensation
through the end of the notice period, after which your compensation and
fringe benefits will cease. In the event that your employment
is terminated by reason of your death or a Long-Term Disability (as
defined in Exhibit
A attached), your compensation and fringe benefits (other than the
right to receive life insurance or disability insurance proceeds, if any)
will cease upon the occurrence of such
event.
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11.
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Noncompete
and Confidential Information. During the term of your
employment with Reliance and the Bank, and for a period of one year
following termination of your employment by you without Good Reason (as
defined in Exhibit
A) or by Reliance for Cause, you will not directly or indirectly
compete with the commercial bank business of Reliance or the Bank and its
successors or assigns. This prohibition is for a 50 mile radius
from the headquarters of Reliance in St. Louis County,
Missouri. In addition, you agree for said period not to
directly or indirectly contact, solicit or promote any bank-related
service to any customer, person or company doing business with Reliance or
the Bank and you will not solicit, induce or attempt to induce any of
their officers or employees to terminate his or her employment with either
of them (unless it is in the course of your duties as a director or
officer of Reliance or the Bank). Finally, you agree that your
access to trade secrets, customers lists, confidential customer
information, including loans, and access to computer data and information
will remain confidential and you will not use such information on your own
behalf or for your own benefit or disclose the same to any third party
during your employment or at any time
thereafter.
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12.
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D&O
Liability Insurance Policy; Indemnification. During
the terms of your employment and for five (5) years thereafter, Reliance
shall maintain a director and officer liability insurance policy with
coverages equal or superior to those provided in the policy attached
hereto as Exhibit
B. You also shall be entitled during and after your
employment to indemnification and advancement of expenses from Reliance
for defense of acts taken or omitted in your capacity as a director or
officer of Reliance, the Bank, or any subsidiary in amount and scope no
less than that currently provided to directors of Reliance, the Bank, or
any subsidiary pursuant to the current Bylaws of Reliance, which are
attached hereto as Exhibit
C.
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13.
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General
Provisions. Our contractual arrangements concerning your
employment shall be construed in accordance with the laws of the State of
Missouri. All notices shall be in writing. Any
changes to the arrangements set forth herein must be in writing and signed
by you, and Reliance in order to be effective. This is the
entire agreement between the parties concerning the subject matter
hereof.
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If the foregoing arrangements are
satisfactory to you, please execute two originals of this letter and return them
to me for my signature.
RELIANCE BANCSHARES, INC.
By /S/ Jerry S. Von
Rohr
Jerry S. Von Rohr
Chairman of the Board and CEO
/S/ Allan D. Ivie,
IV
ALLAN D. IVIE, IV
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1.
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Exhibit
A
Definitions
This comprises Exhibit A to a letter
agreement concerning the employment of Allan D. Ivie, IV by Reliance Bancshares,
Inc and Reliance Bank.
As used in the letter agreement to
which this Exhibit A is attached, the following definitions shall
apply.
Definition
of “Cause”
The term “Cause”
with respect to the employee shall mean: (i) the employee has acted
with personal dishonesty in connection with the performance of his duties as an
employee of Reliance or the Bank or has breached his fiduciary duty to Reliance
or the Bank; or (ii)
the employee has willfully violated any law, rule, or regulation (other than
routine traffic violations or similar offenses), which is materially damaging or
detrimental to Reliance or the Bank; or (iii) the employee is
convicted, or enters a plea of guilty or no contest to, a felony or to any other
crime involving moral turpitude or engages in actions which subject him to
discipline by banking industry regulators; or (iv) the employee is found
to have illegal substances in his system or is impaired by alcohol while engaged
in the performance of work for Reliance or the Bank; or (v) employee uses alcohol
or illegal substances to an extent that it interferes with the performance of
employee’s duties hereunder; or (vi) employee fails to
materially carry out directives of the Board of Directors of Reliance or the
Bank, engages in willful misconduct or is in material breach of the employment
agreement, which breach is not cured within 30 days of written notice of such
breach to employee. For purposes of defining Cause, no act, or
failure to act, on an employee’s part shall be considered “willful” unless done,
or omitted to be done, by the employee not in good faith and without reasonable
belief that the act or omission was in the best interests of Reliance or the
Bank.
Definition
of “Change in Control”
(a) A “Change in
Control” shall be deemed to have occurred if: (i) any person
(other than Reliance, or any entity owned directly or indirectly by the
shareholders of Reliance in substantially the same proportions as their
ownership of voting securities of Reliance), becomes the beneficial owner,
directly or indirectly, of securities of Reliance representing 50 percent or
more of the combined voting power of Reliance’s then outstanding voting
securities; or (ii) if Reliance then
has a classified Board of Directors, during any period of 24 consecutive months
(or the time period between any three annual meetings of the shareholders where
directors are elected, if longer), individuals who at the beginning of such
period constitute the Board of Directors of Reliance, plus any new director
(other than a director designated by a person who has entered into an agreement
with Reliance to effect a transaction described in clause (i), (iv), or (v) of
this subsection) whose appointment by the Board of Directors or whose nomination
for election by Reliance’s shareholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to
constitute at least a majority of the Board of Directors of Reliance or; (iii) if Reliance does
not then have a classified Board of Directors, during any period of 12
consecutive months (or the time period between any two annual meetings of the
shareholders where directors are elected, if longer), individuals who at the
beginning of such period constitute the Board of Directors of Reliance, plus any
new director (other than a director designated by a person who has entered into
an agreement with Reliance to effect a transaction described in clause (i),
(iv), or (v) of this subsection) whose appointment by the Board of Directors or
whose nomination for election by Reliance’s shareholders was approved by a vote
of at least a majority of the directors still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute at least a majority of the Board of Directors of Reliance; or (iv) Reliance consummates
a merger or consolidation of Reliance with any other entity, other than (a) a merger or
consolidation which would result in the voting securities of Reliance
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50 percent of the combined voting power of the
voting securities of Reliance or such surviving entity outstanding immediately
after such merger or consolidation or (b) a merger or
consolidation effected to implement a recapitalization of Reliance or similar
transaction in which no person acquires more than 50 percent of the combined
voting power of Reliance’s then outstanding voting securities; or (v) the shareholders of
Reliance approve a plan of complete liquidation of Reliance or an agreement for
the sale or disposition by Reliance of all or substantially all of Reliance’s
assets.
Notwithstanding
the foregoing, a Change in Control of Reliance shall not
include any of the following:
(i) A
public stock offering; or
(ii) A
sale of an equity interest in Reliance to a group of investors which includes
material direct or indirect ownership by members of management of Reliance at
the time of such purchase; or
(iii) Any
acquisition of an equity interest in Reliance by an employee benefit plan
sponsored or maintained by Reliance.
Definition
of Good Reason
An employee shall be deemed to have
“Good
Reason” to terminate his employment with Reliance in the event
that: (i) the employee’s base salary is reduced by more than 10
percent, unless the employee consents in writing to such change; or (ii) the employee’s
participation in bonus or benefits plans maintained by Reliance is materially
reduced, other than due to modification or elimination of such bonus or benefit
plans as to senior executive employees generally; or (iii) without the
employee’s consent, the employee is required to relocate his primary place of
business to a location that is greater than 25 miles from Reliance’s principal
executive offices, or greater than 25 miles from the employee’s regular place of
employment by Reliance immediately prior to the change, if other than Reliance’s
principal executive offices; or (iv) without the
employee’s consent, there occurs a material diminution in the employee’s overall
duties, responsibilities, title, and status with Reliance; or (v) Reliance is in
material breach of this employment agreement, which breach is not cured within
30 days of written notice to Reliance; or (vi) Reliance or the Bank
borrow additional money under TARP; or (vi) employment is
terminated by either party at the end of a term as provided herein.
Definition
of Long-Term Disability
An employee shall be deemed to have
commenced a “Long-Term
Disability” if (i) the employee cannot perform the essential functions of
his employment position, with or without a reasonable accommodation for his
disability, or (ii) the
employee cannot perform the essential functions of his employment position
without an accommodation that would be an undue hardship for Reliance to
provide, in either case by reason of physical or mental impairment, which
condition continues for a period of at least six months. The
foregoing definition of Long-Term Disability is not intended to and shall not
affect the definition of “Disability” or any similar or related term in any
insurance policy Reliance may provide.
Exhibit A
– Page
Exhibit
B
D&O Liability Insurance
Policy
Exhibit B
– Page
Exhibit
C
Reliance
Bylaws
RELIANCE
BANCSHARES, INC
10401
Clayton Road
Frontenac,
Missouri 63131
June
4, 2010
Mr. Allan
D. Ivie, IV
Re: Addendum to Your
Employment Agreement
Dear
Allan:
This addendum is made a part of your
Employment Agreement with Reliance Bancshares, Inc. executed this date and it
supplements the same as provided by paragraph 13 thereof.
You have provided Reliance with a copy
of your Confidentiality, Non-compete and Non-solicit Agreement with your current
employer (the “Non-compete agreement”) and you have advised that you plan to
attempt to negotiate a full or partial waiver of its provisions. You
have asked Reliance to sign the Employment Agreement before you give notice of
your resignation to your present employer and attempt to resolve the Non-compete
agreement.
As an inducement to Reliance to sign
the Employment Agreement at this time, you further agree to make an immediate
good faith attempt to obtain a waiver or limitation of the Non-compete
agreement. If, however, the results of your good faith efforts will
not permit you to fully perform your duties with Reliance and Reliance Bank, or
if an injunction is issued against you, Reliance or Reliance Bank, then Reliance
may cancel and terminate the Employment Agreement without further obligation or
liability thereunder by giving you written notice of its cancelation of the
same.
The parties further agree that there
will be no announcement or disclosure of either of these agreements until you to
resolve the Non-compete agreement and the parties hereto agree to announce the
new arrangement.
If this addendum to your Employment
Agreement is satisfactory, please sign and return a copy of this
letter.
RELIANCE BANCSHARES,
INC
By
/S/
Jerry S. Von
Rohr
Jerry
S. Von Rohr
Chairman
of the Board and CEO
/S/
Allan D. Ivie, IV
Allan
D. Ivie, IV