Exhibit 10.1
ENTERPRISE FINANCIAL SERVICES
CORP.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS
EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement"), is made by and
between PETER F. BENOIST (the "Executive") and ENTERPRISE
FINANCIAL SERVICES CORP , a Delaware corporation (the
"Company"), on this 24th day of September, 2008 (the "Execution
Date") to be effective as of May 1, 2008 (the "Effective
Date").
WITNESSETH:
WHEREAS, Executive was
elected by the Board of Directors of the Company to serve as the
Company's President and Chief Executive Officer, and the Company
desires to continue to employ Executive on the terms, covenants and
conditions hereinafter set forth in this Agreement.
NOW, THEREFORE, for the
reasons set forth above, and in consideration of the mutual
promises and agreements set forth in this Agreement, the Company
and Executive agree as follows:
1. Employment
. Subject to the terms and
conditions set forth in this Agreement, the Company hereby employs
Executive for the Employment Term as hereafter defined.
1.1 Title
and Duties . During the Employment Term,
Executive shall serve as the President and Chief Executive Officer
of the Company and shall have such duties and responsibilities as
are customarily assigned to individuals serving in such positions
and such other duties as the Board of Directors (the
“Board”) of the Company may from time to time specify
to the extent that such other duties are consistent with such
corporate office and position. Without limiting the foregoing, if
elected or appointed, Executive shall hold such offices and serve
on the Board of Directors of Affiliates of the Company as
determined by the Company, without any additional compensation for
additional services rendered in such capacities. Executive shall
comply with all policies and procedures of the Company and its
Affiliates generally applicable to executive employees.
1.2
Location . The duties and
responsibilities Executive is to perform under this Agreement shall
be applicable to any location at which the Company or its
Affiliates may be conducting business during the Employment Term.
Executive may be required from time to time to perform his duties
on an occasional basis at such other places as the CEO or the Board
shall designate or as the interests or business opportunities of
the Company and its Affiliates may require; provided, however, that
without Executive’s consent, the Executive shall not be
required to relocate his primary residence from the St. Louis,
Missouri metropolitan area.
1.3
Acceptance
and Devotion to Duties . Executive hereby accepts such
employment and agrees that during the Employment Term he will
devote all of his skill, knowledge, commercial efforts and working
time to the conscientious and faithful performance of his duties
and responsibilities to the Company and its Affiliates; provided,
however, Executive shall be permitted to engage in civic and
charitable activities and personal financial matters to the extent
that such activities do not conflict with or interfere with
Executive’s performance of his duties under this Agreement.
Executive will use his best good faith efforts to promote the
success of the business of the Company and its Affiliates, and will
cooperate fully with the Board of the Company and its Affiliates in
the advancement of their best interests. If elected, Executive will
agree to serve as a member of the Board of the Company and its
Affiliates, without additional compensation.
2. Term of Employment
. Except as otherwise provided
herein, the initial term of Executive's employment shall be for a
period commencing on the Effective Date and ending on December 31,
2013 (the “Initial Term”). The term of Executive's
employment shall be automatically extended for successive one (1)
year periods beginning on January 1 and ending on December 31 (each
a “Renewal Term”) upon the same provisions for Base
Salary and Targeted Bonus (as provided below) unless either the
Company or Executive provides written notice (“Non-Renewal
Notice”) to the other party at least ninety (90) days prior
to the expiration of the Initial Term or then current Renewal Term,
as applicable, that the term of this Agreement will not be renewed.
The term during which Executive is an employee of the Company,
including any Renewal Term, is referred to as the “Employment
Term.” Notwithstanding the expiration of the Employment Term
or such later termination of Executive's employment with the
Company, the obligations of Executive under Sections 7, 8 and 9 of
this Agreement shall survive the termination of Executive’s
employment with the Company and its Affiliates.
3.
Compensation of Executive .
3.1 Base
Salary . During the Employment Term,
the Company shall pay to the Executive as compensation for the
services to be performed by the Executive a base salary at the rate
of $425,000.00 per year (the "Base Salary") commencing and
retroactive to the Effective Date. The Base Salary shall be payable
in installments in accordance with the Company's normal payroll
practice and shall be subject to such withholdings and other
ordinary employee withholdings as may be required by law. The Base
Salary may be adjusted from time to time in the sole discretion of
the Board, but shall not be reduced without the consent of
Executive.
3.2 Targeted
Bonus . In addition to the
compensation set forth elsewhere in this Section 3, for each year
during the Employment Term, the Executive shall qualify for a
targeted annualized bonus (“Targeted Bonus”) based upon
meeting established targeted goals with respect to the Company
and/or its Affiliates.
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(a) No later than
the Company’s January Board meeting in 2009 and in each
subsequent year during the Employment Term, the Board or the
Compensation Committee of the Board ("Committee") to which such
authority has been delegated shall establish (in consultation with
the Executive) certain targeted financial and operating goals
(“Bonus Objectives”) for that calendar year, which may
include specific goals such as consolidated return on equity, asset
quality and performance of the Company's wealth management services
and/or specific goals for Affiliates of the Company. Performance
Levels will be set at Threshold, Target and Exceptional for each
Bonus Objective, and the Board or the Committee shall designate (in
consultation with the Executive) what portion of the total Targeted
Bonus shall be associated to the achievement of each Bonus
Objective and the requisite Performance Level for each Bonus
Objective. The established financial Bonus Objectives shall be
consistent with the financial plan for the Company and its
Affiliates as adopted by the Board and/or the respective board or
management of the Company's Affiliates.
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(b) Within 75 days after the end of
each calendar year (beginning with 75 days following calendar year
2008), the Board or the Committee shall make a good faith
determination as to the extent to which Performance Levels for each
Bonus Objective have been met for the preceding calendar
year.
(c) For each year
during the Employment Term, Executive shall be entitled to a
Targeted Bonus of 36% of the then applicable Base Salary for the
year for overall performance at Threshold, 53% of the then
applicable Base Salary for the year for overall performance at
Target and no less than 70% of the then applicable Base Salary for
the year for overall performance at Exceptional as determined by
the Board or the Committee. The amount of Targeted Bonus applicable
for any year shall be interpolated on a straight line basis for
performance between Threshold and Target, and for performance above
Target the amount of Targeted Bonus shall be interpolated on a
straight line basis between Target and Exceptional. No Targeted
Bonus shall be due for performance below Threshold. Executive shall
also be eligible to receive such other bonuses or incentive
payments as may be approved by the Board (or the Committee to which
the Board has delegated such authority).
(d) For the 2008
fiscal year of the Company, Executive shall receive a Targeted
Bonus of $223,333 upon achieving a Performance Level for 2008 at
Target, $157,000 upon achieving a Performance Level for 2008 at
Threshold and $292,500 upon achieving a Performance Level for 2008
at Exceptional. The amount of Targeted Bonus applicable for the
2008 fiscal year for performance shall be interpolated on a
straight line basis for performance between Threshold and Target,
and for performance above Target the amount of Targeted Bonus shall
be interpolated on a straight line basis between Target and
Exceptional.
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3.3
Benefits . Executive shall be entitled to
participate, during the Employment Term, in all regular employee
benefit and deferred compensation plans established by each of
Enterprise Bank (to the extent such participation is not restricted
by the Internal Revenue Code of 1986 (the “Code”)) and
the Company, including, without limitation, any savings and profit
sharing plan, incentive stock plan, dental and medical plans, life
insurance and disability insurance, such participation to be as
provided in said employee benefit plans in accordance with the
terms and conditions thereof as in effect from time to time and
subject to any applicable waiting period. Executive shall also be
entitled to four weeks of paid vacation during each year of the
Employment Term, provided that any vacation not used in any year
shall be forfeited and not carried over to any subsequent year. In
addition to the foregoing benefits, the Company agrees (i) to
provide during the Employment Term aggregate term insurance on
Executive’s life equal to $1,000,000 payable to a beneficiary
designated by Executive, provided that Executive qualifies for such
coverage at normal published premium rates, and (ii) to provide (or
reimburse Executive with respect to) supplemental disability income
insurance such that the total combined disability income coverage
available to employee from the Company and under policies
maintained by Executive on which the Company reimburses Executive
for the premiums is equal to $25,000 per month until
Executive’s 65 th birthday. Executive agrees that
the cost of the foregoing supplemental insurance benefits shall
constitute taxable benefits and be subject to such withholding
taxes as may be required by law.
3.4
Reimbursement of Expenses . The Company will provide for
the payment or reimbursement of all reasonable and necessary
expenses incurred by the Executive in connection with the
performance of his duties under this Agreement in accordance with
the Company's expense reimbursement policy, as such may change from
time to time. Without limiting the foregoing, the Company further
agrees during the Employment Term (i) to reimburse Executive for
monthly automobile expense by means of a $500 per month automobile
allowance.
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3.5 Annual
Review. The Committee shall, no less
than annually, review the amount of Base Salary, Targeted Bonus,
restricted stock units, and stock options awarded to Executive, and
shall make recommendations to the Board for any changes in those
regards which it deems appropriate.
4. Long
Term Incentives .
4.1 Grants
of RSU’s . Each year during the Initial
Term, at such time as grants are made under the Company’s
2005 Long Term Incentive Compensation Plan ("Plan") and any
subsequently adopted long-term incentive compensation plan,
Executive shall be entitled to receive a grant of
dollar-denominated restricted stock units ("RSUs"), in such amount
as determined annually by the Committee, which confer to Executive
a contingent right to receive an award of a number of shares of
restricted common stock in the Company ("Restricted Stock") at the
expiration of a three (3) year performance period established by
the Committee. The number of shares of Restricted Stock awarded
under each such grant will be based on and subject to the Company
meeting applicable performance standards as provided under the
agreements or resolutions governing the RSUs. The shares of
Restricted Stock which may be awarded to Executive as a result of
granted RSUs will initially be unvested and will vest on an annual
basis over a period five (5) years subject to Executive's
continuing and uninterrupted employment with the Company in
accordance with the Plan. In all respects, the Plan and the
agreements providing for the grant of RSUs shall control the
amount, manner, vesting and all other matters regarding the RSUs.
For the year 2008, Executive shall receive a grant of
dollar-denominated RSU's of $336,000 under