BANK'S
REQUEST, JOHNSON WILL PROVIDE THE BANK WITH DOCUMENTATION OF SUCH EARNINGS,
INCLUDING WITHOUT LIMITATION FORM W-2S, FORM 1099S, TAX RETURNS, WAGE
STATEMENTS, OR SIMILAR DOCUMENTATION.
JOHNSON SHALL REPAY ANY AMOUNTS TO THE
BANK THAT SHOULD HAVE BEEN SO MITIGATED OR REDUCED BUT FOR JOHNSON'S DELAY,
FAILURE, OR UNWILLINGNESS TO MAKE SUCH DISCLOSURES.
5.
HEALTH INSURANCE CONTINUATION.
JOHNSON
WILL HAVE THE RIGHT TO CONTINUE HIS GROUP HEALTH INSURANCE COVERAGE AFTER THE
SEPARATION DATE UNDER SUCH TERMS AS ARE MADE AVAILABLE TO SIMILARLY-SITUATED
FORMER EMPLOYEES OF THE BANK, PURSUANT TO THE TERMS AND CONDITIONS OF THE
APPLICABLE PLAN AND LAWS REGARDING CONTINUATION COVERAGE.
EXCEPT AS PROVIDED IN
PARAGRAPH 4.C OF THIS AGREEMENT, SUCH CONTINUATION COVERAGE WILL BE AT JOHNSON'S
EXPENSE.
6.
Stock Options; Other Equity.
A.
COMPANY OPTIONS.
JOHNSON AGREES AND
ACKNOWLEDGES THAT THE OPTIONS LISTED IN THIS PARAGRAPH BELOW ARE HIS ONLY
OPTIONS TO PURCHASE SHARES OF THE COMPANY'S
6
COMMON STOCK AND THAT SUCH OPTIONS ARE EXERCISABLE ONLY TO THE EXTENT REFLECTED
IN THE "AMOUNT EXERCISABLE" COLUMN BELOW.
JOHNSON FURTHER AGREES AND
ACKNOWLEDGES THAT ALL OF HIS OPTIONS TO PURCHASE THE COMPANY'S COMMON STOCK WILL
LAPSE AND CEASE TO BE OUTSTANDING ON JUNE 30, 2003, UNLESS PREVIOUSLY EXERCISED
IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE OPTION AGREEMENT AND PLAN.
Plan
Date of
Grant
Exercise
Price
Number of
Shares
Amount
Exercisable
1995
6/21/1995
$
9.21
*
34,231
*
29,639
*
2001
4/16/2002
$
16.13
16,447
0
* All figures in the above chart reflect the Company's three-for-two stock split
of 1998.
B.
REIT EQUITY.
WITHIN FIVE (5) DAYS
AFTER THE SEPARATION DATE, JOHNSON AND THE BANK WILL EXECUTE A STOCK REPURCHASE
AGREEMENT IN THE FORM ATTACHED TO THIS AGREEMENT AS EXHIBIT E (THE "STOCK
REPURCHASE AGREEMENT").
JOHNSON WILL BE ENTITLED TO RECEIVE ANY DIVIDENDS
DECLARED THROUGH THE SEPARATION DATE WITH RESPECT TO THE SHARE CURRENTLY OWNED
BY JOHNSON, TO THE SAME EXTENT AS OTHER PREFERRED SHAREHOLDERS OF REIT.
JOHNSON
ACKNOWLEDGES AND AGREES THAT HE DOES NOT HAVE ANY OTHER EQUITY OR OWNERSHIP
INTERESTS IN THE COMPANY, THE BANK, OR ANY OF THEIR DIRECT OR INDIRECT
AFFILIATES, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
7.
RETIREMENT PLANS.
TO THE EXTENT THAT
JOHNSON IS CURRENTLY A PARTICIPANT IN ANY RETIREMENT, PENSION, OR PROFIT SHARING
PLANS OF THE COMPANY AND/OR THE BANK (INCLUDING WITHOUT LIMITATION THE EMPLOYEE
STOCK OWNERSHIP PLAN IN WHICH JOHNSON IS CURRENTLY A PARTICIPANT), JOHNSON WILL
BE ENTITLED TO BEGIN DRAWING HIS BENEFITS AT THE TIMES AND UNDER THE TERMS AND
CONDITIONS SET FORTH IN ANY SUCH PLAN.
7
8.
CONFIDENTIAL INFORMATION.
A.
GENERAL STANDARD.
EXCEPT AS PERMITTED
IN WRITING BY THE COMPANY'S BOARD OF DIRECTORS, JOHNSON SHALL NOT AT ANY TIME
DIVULGE, FURNISH, DISCLOSE, MAKE ACCESSIBLE OR USE ANY CONFIDENTIAL,
PROPRIETARY, OR SECRET KNOWLEDGE OR INFORMATION OF THE COMPANY OR THE BANK THAT
JOHNSON ACQUIRED DURING THE TERM OF HIS EMPLOYMENT AS AN EMPLOYEE, OFFICER, OR
DIRECTOR OF THE COMPANY OR THE BANK, WHETHER DEVELOPED BY HIMSELF OR BY OTHERS,
CONCERNING ANY BUSINESS STRATEGIES,