EXHIBIT 10.5


 


GREAT WESTERN BANK


CLIVE, IOWA


 


April 30, 2003


 


TO:  Daniel A. Hamann, Chairman


 


RE:  Phantom Stock
Long-Term Incentive Plan (the “Plan”)


 


Dear  Dan:


 


This
letter shall constitute an agreement between you and Great Western Bank, Clive,
Iowa (the “Bank”), and shall supersede the Plan dated June 30, 2000
between you and Citizens Bank, Mt. Ayr, Iowa, which has been merged into this
Bank effective February 24, 2003.


 


I.                                         Office.  You have been appointed Chairman of the Bank and have agreed to so serve.
Your base compensation will be determined and agreed from time to time.


 


2.                                       Stock Outstanding. 
There are 35,438 shares of common stock of Bank outstanding. There are
1,153 “deemed” shares allocated hereunder and other “deemed” shares may be
granted in the future.


 


3.                                       Phantom Stock.   As of June 30, 2000 you were “deemed”
to have been issued ninety-six (96) shares of common stock of Citizens Bank,
Mt. Ayr, or 1.2% of the outstanding shares. In lieu thereof, upon adoption of
this Plan, you will be deemed to have been issued three hundred fifty-four
(354) shares of common stock of Bank, or approximately 1.0% of the shares
outstanding. The Bank will maintain a record of such “deemed” shares, but no
actual acquisition of such shares shall be made nor shall any shares be issued
to you or on your account. You shall pay nothing for the deemed shares nor
shall the Bank pay you or your beneficiaries anything therefor. Such deemed
shares are solely for the purpose of calculating accruals to your account
pursuant to this Plan.


 


4.                                       Earnings Accrual.  For purposes of this Plan, the merger of
Citizens Bank, Mt. Ayr and Citizens Bank of Princeton into Citizens Bank,
Clive, now known as Great Western Bank, Clive, shall be deemed to have taken
place on July l, 2002. Subject to paragraphs 5 and 6 hereof, starting as
of July l, 2002, and ending as of the end of the month preceding the month
in which occurs the date of termination of your employment by Bank, the Bank
shall accrue an amount payable to you which shall be equal to the total
earnings per share of the Bank common shares which are deemed owned by you for
a full fiscal year as if you had in fact purchased such common shares from the
Bank; provided, in no event shall an amount be so accrued in excess of
50% of the base salary paid to you in such fiscal year. In calculating such
earnings per share, the “deemed” common shares shall be divided into the net
after tax earnings of the Bank allocable to common stock (including all
“deemed” shares). Payment of cash dividends on common stock outstanding shall not
affect the amount allocated to the common shares “deemed” purchased by you.
Amounts so accrued shall not bear interest. Any partial year accruals shall be
computed on an annualized basis.


 


5.                                       Minimum Goals.  The full accrual of earnings per deemed
share in any year will be made only if both the following minimum goals are
achieved: First, the net after-tax earnings of the Bank must


 


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exceed 1.3% of average daily assets of the Bank.
Second, the net after-tax earnings of the Bank must exceed the prior year’s net
after-tax earnings by 10%; however, if this second goal is not achieved,
and the current year’s earnings exceed 1% of average assets for the year, and
cumulative earnings of the Bank over the 5-year period ending with the most
recent year exceed the cumulative earnings which would have resulted from 10%
compound annual earnings growth over such 5-year period, then the 10% earnings
growth goal will be deemed to have been met. If only one of the two goals is
met, then one-half the earnings per deemed share calculated under paragraph 4
hereof shall be accrued. If neither goal is met, nothing shall be accrued. The
Bank retains full discretionary right to adjust earnings for any year from
those otherwise shown on the Bank’s financial statements to, in its judgment,
make the year’s income reasonably comparable to prior years and amortize or
adjust for extraordinary items. Without limitation, such adjustments may
include elimination of tax benefits due to carryover deductions or credits;
change in or correction of accounting methods, etc. Any such decision shall be
made within 45 days after the Bank’s financial statements are furnished to it
by outside-auditors. If no change be so made in such time, the figures on the
Bank’s financial statement prepared by outside auditors, audited or unaudited,
shall be used for all purposes of this Agreement, prepared under generally
accepted accounting practices, including amortization of intangible assets.
Should the Bank elect “S” status for federal income tax purposes, all
calculations shall be made for the purposes hereof as if the Bank continued to
be a “C” corporation. In determining whether minimum goals have been met
pursuant to this paragraph, the earnings of the predecessor Citizens Banks; Mt.
Ayr, Princeton and Clive shall be combined for historical comparison purposes.


 


6.                                       No Minimum
Employment Period to Vest.  In the
event your employment by Bank is terminated, all amounts accrued to your
account shall be fully vested and shall not be forfeited, except for violations
of the Plan as hereinafter provided at paragraphs 13, 14 and 15.


 


7                                          Payment on
Retirement or Disability.  The total
amount accrued to your account pursuant to paragraph 4 hereof shall be paid to
you in 120 equal monthly installments, beginning on the 31st day of
January following the year in which you shall have terminated your
employment with Bank, due to retirement after having attained an age of not
less than 65 years or due to total and permanent disability as solely
determined by the Bank (“disability”). In the event of termination of
employment prior to age 65 for reasons other than disability or death, the
monthly payments shall begin in January of the year following the year in
which you attain age 65 unless the Bank in its sole discretion elects to
commence the payments at an earlier date, based on the then present value of
the accrued amounts.


 


8.                                       Payment on Death.  In the event of your death prior to age 65,
the monthly payments under this Agreement shall commence in the second month
following the month during which death occurred and payment shall be made to
the beneficiaries designated by you in writing or, in the absence of such
designation, to your spouse if such spouse survives you, otherwise to your
estate. In the event of your death when installments from the accrual accounts
have become payable because of retirement at or after age 65, or due to
disability, or due to attainment of age 65 when no longer in the employment of
the Bank, unpaid monthly installments shall continue to be paid to your living
designated beneficiaries or, if none are so designated, to your estate. The
Bank may discharge its obligations by delivery of an annuity or prepaying the
present value at the current rate for ten year U.S. Government Bonds.


 


9.                                       No Trust.  The amount credited to your account shall
not be held by Bank in trust, escrow or similar fiduciary capacity and neither
you nor any legal representative shall have any right against the Bank with
respect to any portion of the account, except as a general unsecured creditor
of the Bank.


 


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10.                                 Spendthrift
Clause.  Neither you nor any beneficiary
entitled to payment hereunder shall have any right to anticipate, alienate,
sell, transfer, assign or encumber any benefit or payment hereunder nor shall
such rights thereto be subject to attachment or other legal process for your or
a beneficiary’s debts.


 


11.                                 Anti Dilution and
Dilution.  In the event of any common
stock split or common stock dividend by which shares of common stock are issued
for no new consideration, the number of shares “deemed” owned by you hereunder
shall be adjusted accordingly. If new common shares are sold at more or less
than the then book value (as determined under generally accepted accounting
principles), or if capital is contributed to the bank without the issuance of
shares, an appropriate adjustment (upward or downward) will be made to adjust
the number of outstanding shares for the purpose of these calculations, as if
the issued shares had been sold at book value as of the end of the calendar
quarter preceding the sale, or as if shares had been issued at book value in
consideration of such contributions of capital.


 


12.                                 Termination of
Plan.  The Bank reserves the right at
its sole option to terminate the Plan at the end of any fiscal year of the Bank
by written notice to you . prior to the end of such fiscal year, and, in such
event, the deemed shares shall be cancelled and no further accruals shall be
made with respect thereto. In the event of such termination, subject to
paragraphs 13, 14 and 15, hereof all amounts accrued to your account shall be
vested in you.


 


13.                                 Covenant Not to
Solicit Customers.


 


a.                                       During Employment.  During the period of your employment with
the Bank, you shall not, directly or indirectly, solicit or work for existing
Bank customers, or prospective customers with whom Bank is discussing a
business relationship, for your own account, or for the account of one or more
of Bank’s competitors, with a view to providing, then or at a future date,
goods or services of a nature similar to those provided by Bank.


 


b.                                      After Employment.  For a period of twenty-four (24) months
following your separation from employment with Bank, voluntarily or  involuntarily, with or without cause, you shall not solicit or work for,
directly or indirectly, existing Bank customers with whom you actually did
business and had personal contact, or prospective Bank customers with whom you
actually discussed a business relationship and had personal contact, for your
own account or for the account of one or more of the Bank’s competitors, with a
view to providing, then or at a future date, goods or services of a nature similar
to those provided by the Bank to those customers, or offered or presented by
the Bank to those prospective customers. Termination or other separation of
your employment with the Bank shall not affect the validity or enforceability
of the provisions of this Covenant.


 


c.                                       Scope of Covenant.  This Covenant shall apply only to the
following: (1) Existing Bank customers with whom you actually did business and
had personal contact; and (2) Prospective Bank customers with whom you actually
discussed a business relationship and had personal contact.  A prospective Bank customer is defined as
any person or entity you have actively solicited during the 12-month period
immediately prior to the termination of your employment with the Bank. This
Covenant shall apply only to goods or services similar in nature to those
offered by the Bank.


 


d.                                      Violations.  Should you violate this Covenant not to
compete, any amounts otherwise due you pursuant to this Agreement shall be
forfeited, and any amounts previously paid hereunder shall be refunded by you
to the Bank. Bank may further exercise its rights against you


 


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or
any third party, in law or in equity, in the event you solicit Bank customers
in violation of this Agreement or applicable statutory provisions.


 


14.                                 Trade Secrets.  The parties agree that the following
information, without limitation, shall constitute “trade secrets” for the
purposes of Iowa’s Trade Secrets Act and that the Bank makes reasonable efforts
to maintain the secrecy of its information:


 


a.
Names, addresses, telephone and fax numbers, account balances, loan balances,
trust relationships, financial statements and credit reports concerning Bank
customers.


 


b. The Bank’s
pricing models for loans, deposits and other financial  services.


 


c. The Bank’s expansion
plans, whether through new geographic locations, proposed products and
services, or through new means of distribution such as the internet.


 


d. The Bank’s
strategic and marketing plans.


 


By accepting this
Agreement, you agree not to disclose the Bank’s trade secrets to anyone except
other Bank personnel (or personnel of affiliates or vendors in ordinary course
of business) in the course of your employment with Bank during or for a period
of two years following termination of your employment by the Bank.


 


In  the
event you disclose the Bank’s trade secrets in violation of this Agreement, all
amounts otherwise due you hereunder shall be forfeited, and any amounts
previously paid hereunder shall be refunded by you to the Bank. Bank may
further exercise its rights against you or any third party, in law or in
equity, in the event you reveal the Bank’s trade secrets in violation of this
Agreement or applicable statutory provisions.


 


15.                                 Non-Hire Agreement.  In
the event of termination of your employment, voluntarily or involuntarily, with
or without cause, you shall not, for a period of twelve (12) months following
such termination, hire, seek to hire, or encourage your employer or any other
person to hire any person who was an employee of the Bank on the date of
announcement to the Bank or to any such employee of termination or the decision
to terminate your employment. Further, you shall not attempt to induce any such
employee to leave the employ of the Bank to work for you or any other person,
firm or corporation during such period. Should you violate this non-hire
agreement, any amounts otherwise due you pursuant to this Agreement shall be
forfeited and any amounts previously paid hereunder shall be refunded by you to
the Bank. Bank may further exercise its rights against you or any third party,
in law or in equity, in the event you violate this non-hire agreement in
violation of this Agreement or applicable statutory provisions.


 


16.                                 Reasonableness and
Enforcement of Covenants.  You agree
that the restrictions in paragraph 13 (Covenant not to solicit customers), 14
(Trade Secrets), and 15 (Non-Hire Agreement) are necessary, reasonable and fair
measures to protect the Bank’s secrets and goodwill which are entrusted to you
under this Agreement; that a violation thereof will be presumed to cause the
Bank irreparable harm which cannot be fully remedied by monetary damages; and
that in the event of a violation, the Bank shall be entitled to a temporary
restraining order, preliminary and permanent injunctive relief, and all damages
and other relief which any court or jury may award at law or in equity. You
agree that you will not be unduly burdened by the enforcement of paragraphs 13,
14 and 15 by injunctive relief.


 


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17.                                 Sale/Severance.  In the event of the sale of Bank, then there
shall thereafter be no forfeiture under paragraph 13 of amounts otherwise due
you because of your engaging in any act set forth herein if your employment by
Bank was terminated: (a) involuntarily, or (b) voluntarily in the event you
shall have been demoted from the position of President of the Bank or if your
base salary shall have been reduced below the level at which it stood at the
beginning of the year in which such sale was concluded. For these purposes, a
“sale” shall be deemed to have occurred in the event that both of the following
occur:


 


(i)
Deryl F. Hamann, his family and trusts, corporations or other entities
controlled by him or his family (including descendants and spouses of
descendants of Deryl F. Hamann) collectively fail to own directly, or
indirectly whether through a holding company, outright or in trust, in the
aggregate, at least 51% of the Voting stock of the Bank, and


 


(ii) There is at least 25% ownership of Bank vested in some other person
or entity.


 


18.                                 Captions.  The captions of the paragraphs are for
identification only and do not affect the meaning of the text.


 


19.                                 Binding on
Parties.  This Agreement shall be binding
on and inure to the benefit of the parties hereto, their heirs, personal
representatives and successors in interest.


 


20.                                 Governing Law.  This agreement shall be governed by the laws
of the State of Iowa.


 


21.                                 Prior Plan.  The Chairman’s Phantom Stock Long-Term
Incentive Plan dated June 30, 2000 with Citizens Bank, Mt. Ayr, governed
all benefits accrued thereunder through June 30, 2002. The Bank will
assume obligations to you of Citizens Bank, Mt. Ayr. The Provisions of this
Plan shall determine all matters concerning the Plan, and accrued benefits.


 


Please indicate your
acceptance of the terms of this Agreement by signing below.


 


 


	
   

  	
  GREAT WESTERN BANK, Clive, Iowa

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Daniel A. Hamann

  	
   

  
					



 


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