EX-10.N.8 5 c68205ex10-n_8.txt EMPLOYMENT AGREEMENT Exhibit 10-N-8 EMPLOYMENT CONTRACT (RENEWAL) Reference is made to an Employment Contract dated January 1, 1995 (attached as Exhibit "A") (the "Contract"). With the following amendments or additions, the Contract is hereby renewed on the same terms and conditions: Term: No specific term. Employment continues until terminated by Employer or Employee upon 30 days written notice by either party. Termination: Termination can be made by Employer for any reason and without cause. Employee may terminate for any reason, including Reasonable Cause (as defined in the Contract). Title: President & Chief Operating Officer Fringe Benefits: Standard Employer benefits for full time exempt employees, plus paid family health insurance. Nothing in this Contract shall prevent or limit Employee's participation in any benefit, bonus, incentive or other plans, including any supplemental executive retirement plan or stock option plan. Auto Allowance: $800 per month, plus reimbursement for all business miles, including travel between Fargo and Fergus Falls (new rate to be effective May 1, 1999). Salary: $148,472.50, plus annual increases of 10% for each of the next five consecutive years. Annual increases thereafter to be determined by the parties. Incentive Bonus: Formula to be determined. Severance: In the event that (i) the Employer terminates the Contract for any reason (including for cause, death or disability) or (ii) Employee terminates the Contract for Reasonable Cause (as defined in the 1 attached Contract), Employee shall receive the base salary then in effect through the date of termination and a severance payment equal to all compensation (base salary, incentive bonus, etc.) paid to Employee in the most recent full calendar year from the date of termination (for example, if the date of termination is July 1, 1999, the most recent calendar year would be 1998) multiplied by one and one-half (1 1/2). If the Employee terminates the Contract without Reasonable Cause or if the reason for termination by Employer of the Contract is an act of embezzlement or other willful misconduct materially injurious to the Employer, no severance payment shall be made to Employee. In the case of a dispute concerning whether the severance payment should be paid and if the Employee established that he is legally entitled to payment of a severance payment, Employee shall be entitled to recover from Employer any costs incurred by Employee in obtaining payment of the severance payment from Employer (including Employee's attorneys fees and court costs). The severance payment shall be made within 30 days from the date of termination and shall be subject to normal payroll withholdings and deductions. This contract is made in the State of Minnesota and shall be governed by and construed in accordance with the substantive laws of the State of Minnesota. Dated: As of January 1, 1999 Varistar Corporation By /s/ N. Bruce Thom ------------------------------- Its Chm of the Board & C.E.O. ------------------------------- Dated: As of January 1, 1999 /s/ Lauris N. Molbert -------------------------------- Lauris N. Molbert 2 Exhibit A EMPLOYMENT CONTRACT TERMS (EFFECTIVE AS OF 1/1/95) Employee: Lauris N. Molbert Employer: Mid-States Development, Inc. Title: President Duties: Determined by Board of Directors (BOD) Direct Supervisor: Chair of BOD Office Location: Primarily Fargo, with secondary office in Fergus Falls Base Salary: $100,000 annually, with 10% increase each year of term Incentive Salary: Formula to be determined, but not less than $25,000 annually with 10% increase each year of term Fringe Benefits: Same as other Mid-States employees, including paid family health insurance Auto Allowance: $700 per month, plus reimbursement for business mileage except for travel between Fargo and Fergus Falls CLE & CPE Allowance of $5,000 per year for travel, registration, lodging, etc. in connection with continuing education qualifying for legal and CPA licenses Vacations: 4 weeks paid per year Outside Interests: Employee is permitted to devote time to consulting director and ownership interests in connection with the Bank of Steele and related companies or interest. Additionally, Employee may use administrative staff for secretarial duties in connection with such outside interest. Time devoted to such interests may occur during normal working hours. Severance: If Employee should be terminated by Employer for any reason (including for just cause) or Employee shall elect to resign from employment for Reasonable Cause (defined below), Employer shall immediately pay to Employee the amount of $125,000 in full payment and release of any and all future obligations of Employee or Employer. "Reasonable Cause" shall mean any of the following: (i) the duties, responsibilities, or titles of the Employee shall be material modified, (ii) the principal office location for Employee shall be moved from Fargo, (iii) the Employee's direct supervisor shall change, (iv) all or substantially all of the assets of the Employer are sold or transferred, or 50% or more of the equity interests in the Employer are transferred in one or more transactions; (iv) the Employer and Employee shall be unable to agree for any reason to extend the expiration date of this employment contract prior to the commencement of the final year of the original five year term, or (v) any material term or condition of this contract is altered or breached by the Employer without the consent of the Employee. Term: Five years from January 1, 1995. /s/ Lauris N. Molbert /s/ N. Bruce Thom ------------------------------ ------------------------------------- Lauris N. Molbert N. Bruce Thom, Chair BOD Mid-States Development, Inc. 1