exv10w1



 





EXHIBIT 10.1




WAUWATOSA SAVINGS BANK

11200 West Plank Court

Wauwatosa, WI 53226




October 25, 2005




Personal and Confidential




Douglas S. Gordon

18270 San Lucas Ct.

Brookfield, WI 53045




Dear Doug:




     We are pleased to present you with this offer of employment with Wauwatosa Savings Bank (the
“Bank”). We believe that the skills and experience you possess will be a definite asset to our
organization and we are certain you will be able to make significant impact on the long term
success of the Bank.



     The specifics of the offer and your employment are as follows:



     1. You will be employed by the Bank as an executive employee, pursuant to the terms of this
letter and the Bank’s general employment policies. Initially you will be elected as the President
and Chief Operating Officer of the Bank (“COO”), however, and without respect to your employment,
your continuation in that position is subject to the Articles and bylaws of the Bank and your
annual reelection and appointment to that position by the Board of Directors of the Bank. Subject
to the ability of the Board of Directors of the Bank and the other entities to amend bylaws and
create an additional board position, you will also be elected to the Board of the Bank and its
holding companies, Lamplighter Financial, MHC (the “MHC”) and Wauwatosa Holdings, Inc. (“WH”).
Your continuation as a director is also subject to the Articles and bylaws of the various entities
and to your reelection by shareholders or members, as the case may be. Your employment duties and
responsibilities will be as described in detail in a job description which will be prepared and
provided to you on or before November 16, 2005, but will be consistent with those duties typically
performed by a President and COO of a bank. You shall devote your full time and attention to the
performance of your duties on behalf of the Bank.



     2. Initially, and subject to the provisions of paragraph 6, you will be employed for a term
commencing November 16, 2005 (or such other date as you actually commence working, provided it is
prior to November 30, 2005) and continuing to and through December 31, 2007. Thereafter, your
employment may be extended for a further defined term subject to your agreement and affirmative action taken by the Board not less than
sixty (60) days prior to December 31, 2007.



 









 





Doug Gordon

10/25/05

Page 2




     3. Your initial annual base salary will be $250,000, subject to applicable withholding,
payable periodically according to the normal practices of the Bank. For calendar year 2006 you
will also be eligible for a bonus of no less than $150,000 payable no later than January 15, 2007.
For the year 2007 you will also be eligible for a bonus of no less than $200,000 payable no later
than January 15, 2008. Bonuses will be payable, provided, in the view of the Board, determined
after the conclusion of the applicable year, that you have materially assisted during that year in
moving the Bank in the strategic direction defined by the Board. The bonus for 2007 may, in the
discretion of the Board of WH, consist, at least in part, of stock options and/or restricted stock
grants of WH stock. The stock component of any bonus is subject to the adoption of stock benefit
programs by the Board and the shareholders of WH (not including the vote of shares held by the
MHC).



     4. You will also be provided with a Bank owned or leased automobile for your use during your
term of employment by the Bank, in accordance with the Bank’s automobile policy. The Bank will
also provide you with initiation fees, grossed up to a pretax amount, that will approximately
provide you with the after tax dollars sufficient to pay the initiation fees in a golf club, in an
amount and at a club approved by the Compensation Committee of WH. You will also be reimbursed for
the annual dues of the club and for special assessments. The Bank will reimburse you for business
use of the club in accordance with its policies for business expense reimbursement in effect from
time to time. Minimum charges and personal use of the club shall be your responsibility.



     Should you terminate your employment or cease to be employed by the Bank for any reason prior
to December 31, 2007 you will be required to repay a portion of initiation fees, annual dues and
special assessments paid by the Bank relative to your club membership. Specifically, you would
repay any dues and special assessments paid in the year your employment ceased and all of the
initiation fees if your employment ceased in 2006 and one-half the fees if termination occurred in
2007.



     5. You will also be entitled, in accordance with the Bank’s policies in effect from time to
time, to participate in the Bank’s employee benefit programs as are offered to other employees
and/or executive officers of the Bank. If you want a copy of the Bank’s Associate Handbook which
describes the benefits currently available, please let me know.



     6. Your employment and the payment of any compensation or the provision of any benefits to you
shall cease upon your resignation or upon termination of your employment by the Bank for cause (as
such term is defined below).



     Termination for cause shall mean termination because of your Personal dishonesty (as
hereinafter defined), Incompetence (as hereinafter defined), Willful



 









 





Doug Gordon

10/25/05

Page 3



Misconduct (as hereinafter defined), breach of fiduciary duty involving personal profit,
intentional failure to perform your stated duties, willful violation of any law rule or regulation
(other than traffic violations or similar offenses) or of any cease and desist order, or material
breach of any provision of this agreement; provided, however, in the event Bank determines that you
have intentionally failed to perform your stated duties or materially breached this Agreement, the
Bank may not terminate you for cause unless the Bank has notified you of such failure or breach,
you have been given a reasonable period of time to cure such failure or breach, and in the opinion
of the Bank, you have not cured such failure or breach. For the purpose of this Agreement: (i)
“Incompetence” means you demonstrated lack of ability to perform the duties assigned to you which
lack of ability directly causes (or the Board of Directors determines is reasonably likely to
cause) material injury to the bank; (ii) “Personal Dishonesty” means conduct on your part which
evinces a want of integrity or an intentional breach of trust and which directly causes (or the
Board of Directors determines is reasonably likely to cause) material injury to the Bank; and (iii)
“Willful Misconduct” means conduct on your part which evinces a deliberate disregard of the
interest of the Bank and which causes (or the Board of Directors determines is reasonably likely to
cause) direct material injury to the Bank.




     All of us on the Board of the Bank look forward to working with you and sincerely hope you
accept this offer. If you wish to accept employment with the Bank on the terms outlined, please
sign below and return a copy of this letter to me, along with a signed copy of the enclosed
Consumer Report Disclosure and Authorization Form, in the envelope provided. This offer is
contingent upon the completion of a background investigation of you and our receipt of a report
from your meeting with Dr. John E. Dehlinger of Vernon, Roche & Hodgeson, both in a form and
containing information satisfactory to us.



     This offer will expire if not accepted by you on or before 5:00 PM November 30, 2005.



	 	 	 	 	 
	 	Sincerely,



WAUWATOSA SAVINGS BANK

 	 
	 	/s/ Donald J. Stephens
 	 
	 	 	 
	 	Donald J. Stephens

President and Chief Executive Officer 	 
	 



Accepted and Agreed to:




This 25th day of October, 2005




	 
	/s/ Doug Gordon

	 

	Doug Gordon