-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DyLIG1ZwWmK4uljCk4QpHsUOWIVsgnBU9e7nEd3Kd5NeYsvWvPHGnPlBkoXiitI4 b7BH1SnwBnlhtZE2Rn7G2A== 0000950124-06-000142.txt : 20060112 0000950124-06-000142.hdr.sgml : 20060112 20060112151235 ACCESSION NUMBER: 0000950124-06-000142 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20060111 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060112 DATE AS OF CHANGE: 20060112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED BANCORP INC /MI/ CENTRAL INDEX KEY: 0000775345 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382606280 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16640 FILM NUMBER: 06527015 BUSINESS ADDRESS: STREET 1: 205 E CHICAGO BLVD STREET 2: PO BOX 248 CITY: TECUMSEH STATE: MI ZIP: 49286 BUSINESS PHONE: 5174238373 MAIL ADDRESS: STREET 1: 205 E CHICAGO BLVD STREET 2: P O BOX 248 CITY: TECUMSEH STATE: MI ZIP: 49286 8-K 1 k01593e8vk.txt CURRENT REPORT, DATED JANUARY 11, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JANUARY 11, 2006 (Date of Report (Date of Earliest Event Reported)) UNITED BANCORP, INC. (Exact name of registrant as specified in its charter) MICHIGAN 0-16640 38-2606280 (State or other jurisdiction Commission (I.R.S. Employer of incorporation or organization) File Number Identification No.)
205 E. CHICAGO BOULEVARD, TECUMSEH, MI 49286 (Address of principal executive offices) (517) 423-8373 (Registrant's telephone number including area code) NOT APPLICABLE Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On January 11, 2006, the Board of Directors of United Bancorp, Inc. approved employment contracts for 2006 and bonuses for 2005 for its executive officers. The employment contracts include the following provisions: 1. Term of contracts is twelve months 2. Termination for cause results in compensation paid to the date of termination. 3. Unless terminated for cause by mutual agreement, any other termination provides for continuation of salary for six months, which shall cease, however, if the employee secures employment sooner. 4. In the event of change in control, if the employee is terminated or leaves on his own accord within twelve months of the date of change in control, the employee will receive continuation of salary for twelve months. 5. Confidential information is the property of the Company. 6. The terminated employee is prohibited from soliciting employees or clients of the Company or subsidiary banks for one year following termination. 7. Provides a non-compete clause within the subsidiary bank CRA areas for a term of one year. 8. Disputes will be resolved by arbitration. These terms are unchanged from prior years. 2005 bonus and 2006 salary amounts are set forth in the table below.
2005 2006 NAME AND POSITION BONUS SALARY - ----------------- -------- -------- David S. Hickman, Chairman and retired Chief Executive Officer $110,943 N/A Robert K. Chapman, President & Chief Executive Officer 127,565 $250,000 Randal J. Rabe, Executive Vice President; President and Chief Executive Officer of United Bank & Trust 57,288 190,000 Dale L. Chadderdon, Executive Vice President & Chief Financial Officer 50,149 138,600 Todd C. Clark, Executive Vice President; President and Chief Banking Officer of United Bank & Trust - Washtenaw 59,005 170.000 Thomas C. Gannon, Senior Vice President - Human Resources & Communication 30,386 105,500 Jamice W. Guise, Senior Vice President and Chief Marketing Officer 14,384 95,000 John A. Odenweller, Senior Vice President - Operations & Technology 30,895 94,185
Discretionary bonuses are based on individual contributions to performance as measured by subjective and quantitative evaluations. The calculation of share of profits to be distributed to the plan participants is constructed to provide awards consistent with the increase in profits as measured by return on equity, and is subject to change with the approval of the Board of Directors. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS 10.1. Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and Robert K. Chapman 10.2. Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and Randal J. Rabe 10.3. Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and Dale L. Chadderdon 10.4. Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and Todd C. Clark 10.5. Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and Thomas C. Gannon 10.6. Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and Jamice W. Guise 10.7. Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and John A. Odenweller SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNITED BANCORP, INC. (Registrant) Date: January 12, 2006 By: /s/ Dale L. Chadderdon ------------------------------------ (Principal Financial Officer) Executive Vice President & Chief Financial Officer EXHIBIT INDEX
Exhibit No.: Description: - ------------ ------------ 10.1 Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and Robert K. Chapman 10.2 Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and Randal J. Rabe 10.3 Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and Dale L. Chadderdon 10.4 Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and Todd C. Clark 10.5 Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and Thomas C. Gannon 10.6 Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and Jamice W. Guise 10.7 Employment Agreement effective January 1, 2006, between United Bancorp, Inc. and John A. Odenweller
EX-10.1 2 k01593exv10w1.txt EMPLOYMENT AGREEMENT EFFECTIVE 1/1/2006, ROBERT K. CHAPMAN EXHIBIT 10.1 EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT ("Contract") made and effective this 1st day of January, 2006, by and between Robert K. Chapman ("Employee") and UNITED BANCORP, INC., 205 E. Chicago Blvd., P.O. Box 248, Tecumseh, Michigan 49286 ("UBI"). RECITALS A. UBI desires to continue to employ Employee. B. Employee desires to continue to be employed by UBI. C. There is continued activity by multi-bank holding companies in the acquisition of independent community banks, which often jeopardizes the continued employment of senior officers of the acquired bank, and UBI wishes to minimize the uncertainty and distraction caused by such activity, which would detract from Employee's ability to perform his/her duties, by providing Employee with some transition assistance if UBI is acquired or if there is a change in control or if Employee's employment is terminated in anticipation of such an acquisition, merger, change in control, or similar transaction. NOW, THEREFORE, UBI and Employee hereby enter into this Employment Contract on the following terms and conditions: 1. Employment. UBI hereby employs Employee, and Employee accepts this employment and agrees to devote his/her full-time attention and energies to the performance of his/her employment duties. 2. Term of Contract. This Contract shall be for a term of one (1) year beginning January 1, 2006, unless terminated earlier pursuant to the provisions of paragraph 3 and/or 6. 3. Payment Upon Termination in Certain Circumstances. If, other than for a Change in Control, as defined in paragraph 7, below, UBI shall terminate Employee's employment other than for "Cause," as defined in paragraph 6, below, or by mutual agreement, Employee shall continue to receive his/her regular salary (the salary in effect immediately prior to such termination) and benefits (except for group carve out life insurance) for a period of six (6) months. This continuation of salary and benefits shall immediately cease if Employee secures employment before the end of the six (6) month period. 4. Duties. The duties, responsibilities and authority of Employee shall be as determined by UBI from time to time. 5. Compensation. Employee's annual salary for calendar year 2006 shall be $250,000, unless adjusted pursuant to the following provisions: a. It is contemplated that an annual bonus shall be paid. Employee will be a Group 1 Participant in the Target Incentive Compensation Plan. b. Employee shall receive the standard employee benefits of employees of UBI. c. Changes may be made to the salary and fringe benefits herein set forth and such changes shall be set forth in Attachment A. Changes to the salary and fringe benefits are effective only after Attachment A has been signed by the Chairman of the Board of UBI and by the Employee. 6. Termination for Cause. UBI may terminate this Contract for "Cause," such termination to be immediate, without notice, at any time, and with compensation and benefits only to the date of the termination of Employee. The term "Cause" shall include the following enumerated and substantially equivalent matters: a. the death of Employee; b. the disability of Employee rendering him/her unable to perform the services required under the Contract for a period of 180 days; c. known substance abuse by Employee; d. felony conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee; e. misdemeanor conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee, if the misdemeanor involves moral turpitude; f. Employee's repeated unprofessional, irresponsible or disruptive language or conduct in the performance of his duties; g. Employee's dishonesty, breach of professional or corporate ethics, or criticism by a regulatory agency involving a serious violation of law or regulations; h. Employee's substantial breach of any significant term of this Contract, including, but not limited to, continued unsatisfactory job performance, or repeated uncooperative conduct. 7. Suspension. UBI may suspend the employment of Employee resulting in the cessation of the performance of duties and the cessation of all compensation and benefits, in accordance with the following provisions: a. If criminal charges as described in subparagraph 6.d. and e. are made against Employee, then UBI, acting in its discretion, may suspend Employee for any period of time, provided that the suspension shall end if such charges do not result in a conviction of a plea (of guilty or nolo contendere, etc.) of either the original charge(s) or any lessor charge(s). b. If a regulatory agency criticizes Employee for regulatory violations as set forth in paragraph 6.g. above, UBI shall have the discretion to suspend Employee for any period of time, provided that if the alleged violations are resolved in the Employee's favor, the suspension shall end. The discretion invested in UBI as set forth in this paragraph 7, shall be exercised by the Chairman of its Board of Directors. 8. Failure to Meet Goals and Objectives. In the event of Employee's repeated failure to meet goals and objectives which are established by the Board of Directors of UBI from time to time, Employee's employment may be terminated immediately, without notice, at any time, provided that Employee shall continue to receive his/her regular salary and benefits for a period of six (6) months in accordance with the provisions of paragraph 3, above. 9. Employee Responsibilities Following Termination. Termination of this Contract shall not relieve Employee of his/her responsibilities to complete any records, cooperate with UBI on any litigation, audits, regulatory reviews, claims or investigations, and otherwise to fulfill all responsibilities under this Contract which should have been rendered prior to its termination. 10. Change in Control. For purposes of this Contract, a Change in Control of UBI shall be deemed to have occurred if: a. there shall be consummated (i) any consolidation or merger of UBI in which UBI is not the continuing or surviving corporation or pursuant to which shares of UBI's common stock would be converted into cash, securities or other property, other than a merger of UBI in which the holders of UBI's common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of UBI; or b. the stockholders of UBI approved any plan or proposal for the liquidation or dissolution of UBI; or c. except for any Employee Stock Ownership Plan of UBI or its affiliates, any person (as such term is used in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty-five percent (25%) or more of UBI's outstanding common stock. 11. Provisions Applicable in the Event of a Change in Control. If within twelve (12) months following the effective date of a Change in Control, Employee's employment is terminated by UBI (or a successor) for any reason (other than for a cause described in subparagraphs 6.a, b, c, d and e) or by Employee for any reason, Employee shall continue to receive for twelve (12) months thereafter salary payments (at a rate equal to Employee's regular base pay in effect immediately prior to such termination) and benefits. 12. Confidential Information. The confidentiality provisions are a material part of the consideration relied upon by UBI in entering into this Contract: a. In connection with Employee's employment with UBI, Employee will have access to information or materials of UBI and/or its subsidiaries that are considered trade secret, confidential and/or proprietary ("Information"). Information includes, but is not limited to, compilations of data, strategic plans, sales and marketing plans, customer and supplier information, financial information, and proposed agreements, and applies to such Information whether communicated orally, in writing, electronically, or by any other means. b. Information created by Employee during Employee's employment with UBI that relates to the business of UBI and its subsidiaries (or prospective business opportunities), or uses by UBI and/or its subsidiaries of Information created with resources of UBI and/or its subsidiaries (including staff, premises and equipment), belongs to UBI. The term "Information" includes copyrightable works of original authorship (including but not limited to reports, analyses, and compilations, business plans, new product plans), ideas, inventions (whether patentable or not), know-how, processes, trademarks and other intellectual property. All works of original authorship created during Employee's employment are "works for hire" as that term is used in connection with the U.S. Copyright Act. Employee hereby assigns to UBI all rights, title and interest in work product, including copyrights, patents, trade secrets, trademarks and know-how. c. Employee shall use Information only for the benefit of UBI and/or its subsidiaries and not for Employee's own benefit. Employee shall not take Information or the materials of UBI and/or its subsidiaries upon termination of Employee's employment. d. Information shall be disclosed and used only by staff members of UBI and/or its subsidiaries who have a need to access it in order to do their jobs, shall be maintained in secure physical locations, and shall not be disclosed to any other company or person except in connection with the business activities of UBI and/or its subsidiaries. e. The confidentiality provisions of this Contract survive termination of the employment relationship with UBI and shall survive for so long a period of time as the Information is maintained by UBI and/or its subsidiaries as confidential. 13. Nonsolicitation of Employees and Customers. The following nonsolicitation provisions form a material part of the consideration relied upon by UBI in entering into this Contract: a. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to hire, and not to solicit for hire, any then-current employees of UBI and/or its subsidiaries, or to contact them for the purpose of inducing them to leave UBI and/or its subsidiaries. b. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to contact any then-current customers of UBI and/or its subsidiaries for the purpose of inducing them to leave UBI and/or its subsidiaries or to discourage them from doing business with UBI and/or its subsidiaries. Employee agrees that, for such time period, Employee will not provide the type of services he provided under this Contract to any person or business customer who was a customer of UBI and/or its subsidiaries at the time of Employee's departure. 14. Noncompete. UBI and Employee acknowledge and agree that by virtue of his/her past experience in the banking industry and his/her knowledge of the business of UBI and its subsidiaries, Employee is uniquely qualified to successfully compete with UBI and/or its subsidiaries. In recognition of these circumstances, and in consideration of UBI's continued employment of Employee in accordance with the terms of this Contract, Employee covenants and agrees that he/she will not, during the term of this Contract and one (1) year thereafter, engage in the counties of Lenawee and/or Washtenaw in any business which is competitive with a business then regularly conducted by UBI and/or its subsidiaries in either or both of said counties; provided, however, that the forgoing covenants shall not prohibit the Employee from owning, directly or indirectly, one percent (1%) or less of any publicly traded financial services corporation. 15. Enforcement of Contract; Injunctive Relief Attorney Fees and Expenses. Employee acknowledges that violation of Sections 12, 13, and 14 of this Contract may cause irreparable damage to UBI and/or its subsidiaries, entitling them to injunctive relief and possible money damages. If Employee violates this Contract, in addition to all other remedies available to UBI and/or its subsidiaries at law, in equity, and under contract, Employee agrees that he/she is obligated to pay all of the costs enforcement of this Contract incurred by UBI and/or its subsidiaries, including attorney fees and expenses. The parties agree that venue concerning this Contract shall be Lenawee County, Michigan. 16. Notice. For purposes of this Contract, notices and all other communications provided for in this Contract shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows: If to UBI: If to Employee: Chairman of the Board Robert K. Chapman United Bancorp, Inc. 1321 Stark Strasse P.O. Box 248 Ann Arbor, MI 48105 Tecumseh, Michigan 49286 or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 17. Miscellaneous Provisions. The following miscellaneous provisions form a part of this Contract: a. Applicable Law. This Contract and the rights of the parties hereunder shall be interpreted, construed and performed in accordance with the laws of the State of Michigan. b. Entire Agreement. This Contract as it may be modified in writing from time to time, constitutes the entire agreement between the parties, and supersedes any and all other agreements, oral or in writing, with respect to the subject matter contained herein. c. Amendments. This Contract may be altered, amended or modified at any time, but only by written agreement executed by the parties hereto. No waiver of any provision of this Contract shall be valid unless made in writing and signed by the party against whom such waiver is sought. d. Section Headings. Any section or paragraph title or caption contained in this Contract is for convenience only, and shall not be deemed a part of this Contract. e. Invalid Provisions. The invalidity or unenforceability of any particular provision of this Contract shall not affect any other provision hereof. This Contract shall be construed and enforced as if the illegal provision were modified to conform with the applicable law, or if such modification is impossible, then as if the Contract did not contain the illegal provision. f. Successors and Assigns. This Contract shall be binding upon, and shall inure to the benefit of the successors and assigns, including purchasers of UBI, and for purposes of realizing any benefits payable hereunder to Employee prior to his death, the heirs and personal representative of Employee. In no event shall Employee assign or delegate any of his rights, powers, duties and obligations under this Contract without prior written consent of UBI. Such consent shall not unreasonably be withheld. UBI shall have the right to assign and delegate any or all of its rights, powers, duties and obligations under this contract to any of its subsidiaries. 18. Waiver of Jury Trial. UBI and Employee specifically and knowingly waive their rights to a jury trial. 19. Arbitration. The parties agree that any dispute or controversy arising out of or in connection with this Contract shall be resolved by arbitration in accordance with the following provisions: a. The arbitration proceeding shall be conducted under the Employment Dispute Resolution Rules of the American Arbitration Association in effect at the time a demand for arbitration of the dispute is made. The decision and award of the arbitrator made under the AAA rules shall be exclusive, final and binding on all parties, their heirs, representatives, successors and assigns. Judgment upon the award rendered by the arbitrator may be rendered in any circuit court having jurisdiction of the matter. In the event Employee or UBI shall require equitable relief prior to the selection of an arbitrator to resolve the dispute, either party may seek temporary equitable relief from any court having jurisdiction of the dispute, subject to any final relief awarded by the arbitrator. b. Limited civil discovery shall be permitted for the production of documents and the taking of depositions, provided, however, that no party is permitted to take the deposition of more than three witnesses except by agreement of the other party or upon order of the arbitrator pursuant to the motion of a party. Subject to the foregoing limitations, discovery shall be conducted in accordance with the Federal Rules of Civil Procedure with any enforcement issues resolved by the arbitrator. c. The arbitration and all proceedings, discovery and any award of the arbitrator, is confidential. Neither the parties nor the arbitrator shall disclose any information gained during the course of the arbitration to any person or entity who is not a party to the arbitration unless permitted by law. Attendance at the arbitration shall be limited to the parties and those called as witnesses. IN WITNESS WHEREOF, the parties have executed this Contract, effective as of the date first above written. UNITED BANCORP, INC. By: /S/ David S. Hickman /S/ Robert K. Chapman --------------------------------- ---------------------------------------- David S. Hickman Robert K. Chapman Chairman of the Board Employee ATTACHMENT A Employee: Robert K. Chapman Effective Date: January 1, 2006 Salary Per Annum: $250,000. Variations to Benefits: Country Club dues/assessments paid by Bank if you purchase membership. /S/ Robert K. Chapman January 11, 2006 - ------------------------------------- Date Robert K. Chapman "Employee" /S/ David S. Hickman January 11, 2006 - ------------------------------------- Date David S. Hickman Chairman, United Bancorp, Inc. EX-10.2 3 k01593exv10w2.txt EMPLOYMENT AGREEMENT EFFECTIVE 1/1/2006, RANDAL J. RABE EXHIBIT 10.2 EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT ("Contract") made and effective this 1st day of January, 2006, by and between Randal J. Rabe ("Employee") and UNITED BANK & TRUST, 205 E. Chicago Blvd., P.O. Box 248, Tecumseh, Michigan 49286 ("Bank"). RECITALS A. Bank is a wholly owned subsidiary of United Bancorp, Inc. ("UBI"). B. Bank desires to continue to employ Employee. C. Employee desires to continue to be employed by Bank. D. There is continued activity by multi-bank holding companies in the acquisition of independent community banks, which often jeopardizes the continued employment of senior officers of the acquired bank, and Bank wishes to minimize the uncertainty and distraction caused by such activity, which would detract from Employee's ability to perform his/her duties, by providing Employee with some transition assistance if UBI or Bank is acquired or if there is a change in control of UBI or Bank, or if Employee's employment is terminated in anticipation of such an acquisition, merger, change in control, or similar transaction. NOW, THEREFORE, Bank and Employee hereby enter into this Employment Contract on the following terms and conditions: 1. Employment. Bank hereby employs Employee, and Employee accepts this employment and agrees to devote his/her full-time attention and energies to the performance of his/her employment duties. 2. Term of Contract. This Contract shall be for a term of one (1) year beginning January 1, 2006, unless terminated earlier pursuant to the provisions of paragraph 3 and/or 6. 3. Payment Upon Termination in Certain Circumstances. If, other than for a Change in Control, as defined in paragraph 7, below, Bank shall terminate Employee's employment other than for "Cause," as defined in paragraph 6, below, or by mutual agreement, Employee shall continue to receive his/her regular salary (the salary in effect immediately prior to such termination) and benefits (except for group carve out life insurance) for a period of six (6) months. This continuation of salary and benefits shall immediately cease if Employee secures employment before the end of the six (6) month period. 4. Duties. The duties, responsibilities and authority of Employee shall be as determined by Bank from time to time. 5. Compensation. Employee's annual salary for calendar year 2006 shall be $190,000, unless adjusted pursuant to the following provisions: a. It is contemplated that an annual bonus shall be paid. Employee will be a Group 2 Participant in the Target Incentive Compensation Plan. b. Employee shall receive the standard employee benefits of employees of Bank. c. Changes may be made to the salary and fringe benefits herein set forth and such changes shall be set forth in Attachment A. Changes to the salary and fringe benefits are effective only after Attachment A has been signed by the Chairman of the Board of Bank and by the Employee. 6. Termination for Cause. Bank may terminate this Contract for "Cause," such termination to be immediate, without notice, at any time, and with compensation and benefits only to the date of the termination of Employee. The term "Cause" shall include the following enumerated and substantially equivalent matters: a. a. the death of Employee; b. the disability of Employee rendering him unable to perform the services required under the Contract for a period of 180 days; c. known substance abuse by Employee; d. felony conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee; e. misdemeanor conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee, if the misdemeanor involves moral turpitude; f. Employee's repeated unprofessional, irresponsible or disruptive language or conduct in the performance of his duties; g. Employee's dishonesty, breach of professional or corporate ethics, or criticism by a regulatory agency involving a serious violation of law or regulations; h. Employee's substantial breach of any significant term of this Contract, including, but not limited to, continued unsatisfactory job performance, or repeated uncooperative conduct. 7. Suspension. Bank may suspend the employment of Employee resulting in the cessation of the performance of duties and the cessation of all compensation and benefits, in accordance with the following provisions: a. If criminal charges as described in subparagraph 6.d. and e. are made against Employee, then Bank, acting in its discretion, may suspend Employee for any period of time, provided that the suspension shall end if such charges do not result in a conviction of a plea (of guilty or nolo contendere, etc.) of either the original charge(s) or any lessor charge(s). b. If a regulatory agency criticizes Employee for regulatory violations as set forth in paragraph 6.g. above, Bank shall have the discretion to suspend Employee for any period of time, provided that if the alleged violations are resolved in the Employee's favor, the suspension shall end. The discretion invested in Bank as set forth in this paragraph 7, shall be exercised by the Chairman of its Board of Directors. 8. Failure to Meet Goals and Objectives. In the event of Employee's repeated failure to meet goals and objectives which are established by the Board of Directors of Bank from time to time, Employee's employment may be terminated immediately, without notice, at any time, provided that Employee shall continue to receive his/her regular salary and benefits for a period of six (6) months in accordance with the provisions of paragraph 3, above. 9. Employee Responsibilities Following Termination. Termination of this Contract shall not relieve Employee of his/her responsibilities to complete any records, cooperate with Bank on any litigation, audits, regulatory reviews, claims or investigations, and otherwise to fulfill all responsibilities under this Contract which should have been rendered prior to its termination. 10. Change in Control. For purposes of this Contract, a Change in Control of UBI or Bank shall be deemed to have occurred if: a. there shall be consummated (i) any consolidation or merger of UBI in which UBI is not the continuing or surviving corporation or pursuant to which shares of UBI's common stock would be converted into cash, securities or other property, other than a merger of UBI in which the holders of UBI's common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of UBI; or b. the stockholders of UBI approved any plan or proposal for the liquidation or dissolution of UBI; or c. except for any Employee Stock Ownership Plan of UBI or its affiliates, any person (as such term is used in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty-five percent (25%) or more of UBI's outstanding common stock. d. fifty percent (50%) or more of the outstanding common stock of Bank is not owned by UBI (unless the stock not owned by UBI was distributed to its shareholders in a reorganization transaction). 11. Provisions Applicable in the Event of a Change in Control. If within twelve (12) months following the effective date of a Change in Control, Employee's employment is terminated by Bank (or a successor) for any reason (other than for a cause described in subparagraphs 6.a, b, c, d and e) or by Employee for any reason, Employee shall continue to receive for twelve (12) months thereafter salary payments (at a rate equal to Employee's regular base pay in effect immediately prior to such termination) and benefits. 12. Confidential Information. The confidentiality provisions are a material part of the consideration relied upon by Bank in entering into this Contract: a. In connection with Employee's employment with Bank, Employee will have access to information or materials of both Bank and UBI that are considered trade secret, confidential and/or proprietary ("Information"). Information includes, but is not limited to, compilations of data, strategic plans, sales and marketing plans, customer and supplier information, financial information, and proposed agreements, and applies to such Information whether communicated orally, in writing, electronically, or by any other means. b. Information created by Employee during Employee's employment with Bank that relates to the business of Bank and/or UBI and its subsidiaries (or prospective business opportunities), or uses by Bank, UBI and/or its subsidiaries of Information created with resources of Bank, UBI and/or its subsidiaries (including staff, premises and equipment), belongs to Bank and/or UBI. The term "Information" includes copyrightable works of original authorship (including but not limited to reports, analyses, and compilations, business plans, new product plans), ideas, inventions (whether patentable or not), know-how, processes, trademarks and other intellectual property. All works of original authorship created during Employee's employment are "works for hire" as that term is used in connection with the U.S. Copyright Act. Employee hereby assigns to Bank all rights, title and interest in work product, including copyrights, patents, trade secrets, trademarks and know-how. c. Employee shall use Information only for the benefit of Bank, UBI and/or its subsidiaries and not for Employee's own benefit. Employee shall not take Information or the materials of Bank, UBI and/or its subsidiaries upon termination of Employee's employment. d. Information shall be disclosed and used only by staff members of Bank, UBI and/or its subsidiaries who have a need to access it in order to do their jobs, shall be maintained in secure physical locations, and shall not be disclosed to any other company or person except in connection with the business activities of Bank, UBI and/or its subsidiaries. e. The confidentiality provisions of this Contract survive termination of the employment relationship with Bank and shall survive for so long a period of time as the Information is maintained by Bank, UBI and/or its subsidiaries as confidential. 13. Nonsolicitation of Employees and Customers. The following nonsolicitation provisions form a material part of the consideration relied upon by Bank in entering into this Contract: a. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to hire, and not to solicit for hire, any then-current employees of Bank, UBI and/or its subsidiaries, or to contact them for the purpose of inducing them to leave Bank, UBI and/or its subsidiaries. b. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to contact any then-current customers of Bank, UBI and/or its subsidiaries for the purpose of inducing them to leave Bank, UBI and/or its subsidiaries or to discourage them from doing business with Bank, UBI and/or its subsidiaries. Employee agrees that, for such time period, Employee will not provide the type of services he provided under this Contract to any person or business customer who was a customer of Bank, UBI and/or its subsidiaries at the time of Employee's departure. 14. Noncompete. Bank and Employee acknowledge and agree that by virtue of his/her past experience in the banking industry and his/her knowledge of the business of Bank, UBI and its subsidiaries, Employee is uniquely qualified to successfully compete with Bank, UBI and/or its subsidiaries. In recognition of these circumstances, and in consideration of Bank's continued employment of Employee in accordance with the terms of this Contract, Employee covenants and agrees that he/she will not, during the term of this Contract and one (1) year thereafter, engage in the counties of Lenawee and/or Washtenaw in any business which is competitive with a business then regularly conducted by Bank, UBI and/or its subsidiaries in either or both of said counties; provided, however, that the forgoing covenants shall not prohibit the Employee from owning, directly or indirectly, one percent (1%) or less of any publicly traded financial services corporation. 15. Enforcement of Contract; Injunctive Relief Attorney Fees and Expenses. Employee acknowledges that violation of Sections 12, 13, and 14 of this Contract may cause irreparable damage to Bank, UBI and/or its subsidiaries, entitling them to injunctive relief and possible money damages. If Employee violates this Contract, in addition to all other remedies available to Bank, UBI and/or its subsidiaries at law, in equity, and under contract, Employee agrees that he/she is obligated to pay all of the costs enforcement of this Contract incurred by Bank, UBI and/or its subsidiaries, including attorney fees and expenses. The parties agree that venue concerning this Contract shall be Lenawee County, Michigan. 16. Notice. For purposes of this Contract, notices and all other communications provided for in this Contract shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows: If to UBI: If to Employee: Chairman of the Board Randal J. Rabe United Bancorp, Inc. 5859 Milwaukee Road P.O. Box 248 Tecumseh, MI 49286 Tecumseh, Michigan 49286 or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 17. Miscellaneous Provisions. The following miscellaneous provisions form a part of this Contract: a. Applicable Law. This Contract and the rights of the parties hereunder shall be interpreted, construed and performed in accordance with the laws of the State of Michigan. b. Entire Agreement. This Contract as it may be modified in writing from time to time, constitutes the entire agreement between the parties, and supersedes any and all other agreements, oral or in writing, with respect to the subject matter contained herein. c. Amendments. This Contract may be altered, amended or modified at any time, but only by written agreement executed by the parties hereto. No waiver of any provision of this Contract shall be valid unless made in writing and signed by the party against whom such waiver is sought. d. Section Headings. Any section or paragraph title or caption contained in this Contract is for convenience only, and shall not be deemed a part of this Contract. e. Invalid Provisions. The invalidity or unenforceability of any particular provision of this Contract shall not affect any other provision hereof. This Contract shall be construed and enforced as if the illegal provision were modified to conform with the applicable law, or if such modification is impossible, then as if the Contract did not contain the illegal provision. f. Successors and Assigns. This Contract shall be binding upon, and shall inure to the benefit of the successors and assigns, including purchasers of Bank and/or UBI, and for purposes of realizing any benefits payable hereunder to Employee prior to his death, the heirs and personal representative of Employee. In no event shall Employee assign or delegate any of his rights, powers, duties and obligations under this Contract without prior written consent of Bank. Such consent shall not unreasonably be withheld. Bank shall have the right to assign and delegate any or all of its rights, powers, duties and obligations under this contract to UBI and/or any of its subsidiaries. 18. Waiver of Jury Trial. Bank and Employee specifically and knowingly waive their rights to a jury trial. 19. Arbitration. The parties agree that any dispute or controversy arising out of or in connection with this Contract shall be resolved by arbitration in accordance with the following provisions: a. The arbitration proceeding shall be conducted under the Employment Dispute Resolution Rules of the American Arbitration Association in effect at the time a demand for arbitration of the dispute is made. The decision and award of the arbitrator made under the AAA rules shall be exclusive, final and binding on all parties, their heirs, representatives, successors and assigns. Judgment upon the award rendered by the arbitrator may be rendered in any circuit court having jurisdiction of the matter. In the event Employee or Bank shall require equitable relief prior to the selection of an arbitrator to resolve the dispute, either party may seek temporary equitable relief from any court having jurisdiction of the dispute, subject to any final relief awarded by the arbitrator. b. Limited civil discovery shall be permitted for the production of documents and the taking of depositions, provided, however, that no party is permitted to take the deposition of more than three witnesses except by agreement of the other party or upon order of the arbitrator pursuant to the motion of a party. Subject to the foregoing limitations, discovery shall be conducted in accordance with the Federal Rules of Civil Procedure with any enforcement issues resolved by the arbitrator. c. The arbitration and all proceedings, discovery and any award of the arbitrator, is confidential. Neither the parties nor the arbitrator shall disclose any information gained during the course of the arbitration to any person or entity who is not a party to the arbitration unless permitted by law. Attendance at the arbitration shall be limited to the parties and those called as witnesses. IN WITNESS WHEREOF, the parties have executed this Contract, effective as of the date first above written. UNITED BANK & TRUST By: /S/ David S. Hickman /S/ Randal J. Rabe --------------------------------- ---------------------------------------- David S. Hickman Randal J. Rabe Chairman of the Board Employee SUBSTITUTE PERFORMANCE BY UNITED BANCORP, INC. United Bancorp, Inc. ("UBI") agrees that the services Employee performs for any of its subsidiaries, including the Bank, directly or ultimately redound to the benefit of UBI. In consideration of these benefits, UBI agrees that insofar as the Bank, for any reason whatsoever, is unable to perform any obligations assumed hereunder, UBI shall fully and timely perform the same. UNITED BANCORP, INC. By: /S/ David S. Hickman ------------------------------------ David S. Hickman Chairman of the Board ATTACHMENT A Employee: Randal J. Rabe Effective Date: January 1, 2006 Salary Per Annum: $190,000 Variations to Benefits: Country Club dues/assessments paid by Bank if you purchase membership. /S/ Randal J. Rabe January 11, 2006 - ------------------------------------- Date Randal J. Rabe "Employee" /S/ David S. Hickman January 11, 2006 - ------------------------------------- Date David S. Hickman Chairman, United Bank & Trust EX-10.3 4 k01593exv10w3.txt EMPLOYMENT AGREEMENT EFFECTIVE 1/1/2006, DALE L. CHADDERDON EXHIBIT 10.3 EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT ("Contract") made and effective this 1st day of January, 2006, by and between Dale L. Chadderdon ("Employee") and UNITED BANCORP, INC., 205 E. Chicago Blvd., P.O. Box 248, Tecumseh, Michigan 49286 ("UBI"). RECITALS A. UBI desires to continue to employ Employee. B. Employee desires to continue to be employed by UBI. C. There is continued activity by multi-bank holding companies in the acquisition of independent community banks, which often jeopardizes the continued employment of senior officers of the acquired bank, and UBI wishes to minimize the uncertainty and distraction caused by such activity, which would detract from Employee's ability to perform his/her duties, by providing Employee with some transition assistance if UBI is acquired or if there is a change in control or if Employee's employment is terminated in anticipation of such an acquisition, merger, change in control, or similar transaction. NOW, THEREFORE, UBI and Employee hereby enter into this Employment Contract on the following terms and conditions: 1. Employment. UBI hereby employs Employee, and Employee accepts this employment and agrees to devote his/her full-time attention and energies to the performance of his/her employment duties. 2. Term of Contract. This Contract shall be for a term of one (1) year beginning January 1, 2006, unless terminated earlier pursuant to the provisions of paragraph 3 and/or 6. 3. Payment Upon Termination in Certain Circumstances. If, other than for a Change in Control, as defined in paragraph 7, below, UBI shall terminate Employee's employment other than for "Cause," as defined in paragraph 6, below, or by mutual agreement, Employee shall continue to receive his/her regular salary (the salary in effect immediately prior to such termination) and benefits (except for group carve out life insurance) for a period of six (6) months. This continuation of salary and benefits shall immediately cease if Employee secures employment before the end of the six (6) month period. 4. Duties. The duties, responsibilities and authority of Employee shall be as determined by UBI from time to time. 5. Compensation. Employee's annual salary for calendar year 2006 shall be $138,600, unless adjusted pursuant to the following provisions: a. It is contemplated that an annual bonus shall be paid. Employee will be a Group 3 Participant in the Target Incentive Compensation Plan. b. Employee shall receive the standard employee benefits of employees of UBI. c. Changes may be made to the salary and fringe benefits herein set forth and such changes shall be set forth in Attachment A. Changes to the salary and fringe benefits are effective only after Attachment A has been signed by the Chairman of the Board of UBI and by the Employee. 6. Termination for Cause. UBI may terminate this Contract for "Cause," such termination to be immediate, without notice, at any time, and with compensation and benefits only to the date of the termination of Employee. The term "Cause" shall include the following enumerated and substantially equivalent matters: a. the death of Employee; b. the disability of Employee rendering him/her unable to perform the services required under the Contract for a period of 180 days; c. known substance abuse by Employee; d. felony conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee; e. misdemeanor conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee, if the misdemeanor involves moral turpitude; f. Employee's repeated unprofessional, irresponsible or disruptive language or conduct in the performance of his duties; g. Employee's dishonesty, breach of professional or corporate ethics, or criticism by a regulatory agency involving a serious violation of law or regulations; h. Employee's substantial breach of any significant term of this Contract, including, but not limited to, continued unsatisfactory job performance, or repeated uncooperative conduct. 7. Suspension. UBI may suspend the employment of Employee resulting in the cessation of the performance of duties and the cessation of all compensation and benefits, in accordance with the following provisions: a. If criminal charges as described in subparagraph 6.d. and e. are made against Employee, then UBI, acting in its discretion, may suspend Employee for any period of time, provided that the suspension shall end if such charges do not result in a conviction of a plea (of guilty or nolo contendere, etc.) of either the original charge(s) or any lessor charge(s). b. If a regulatory agency criticizes Employee for regulatory violations as set forth in paragraph 6.g. above, UBI shall have the discretion to suspend Employee for any period of time, provided that if the alleged violations are resolved in the Employee's favor, the suspension shall end. The discretion invested in UBI as set forth in this paragraph 7, shall be exercised by the Chairman of its Board of Directors. 8. Failure to Meet Goals and Objectives. In the event of Employee's repeated failure to meet goals and objectives which are established by the Board of Directors of UBI from time to time, Employee's employment may be terminated immediately, without notice, at any time, provided that Employee shall continue to receive his/her regular salary and benefits for a period of six (6) months in accordance with the provisions of paragraph 3, above. 9. Employee Responsibilities Following Termination. Termination of this Contract shall not relieve Employee of his/her responsibilities to complete any records, cooperate with UBI on any litigation, audits, regulatory reviews, claims or investigations, and otherwise to fulfill all responsibilities under this Contract which should have been rendered prior to its termination. 10. Change in Control. For purposes of this Contract, a Change in Control of UBI shall be deemed to have occurred if: a. there shall be consummated (i) any consolidation or merger of UBI in which UBI is not the continuing or surviving corporation or pursuant to which shares of UBI's common stock would be converted into cash, securities or other property, other than a merger of UBI in which the holders of UBI's common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of UBI; or b. the stockholders of UBI approved any plan or proposal for the liquidation or dissolution of UBI; or c. except for any Employee Stock Ownership Plan of UBI or its affiliates, any person (as such term is used in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty-five percent (25%) or more of UBI's outstanding common stock. 11. Provisions Applicable in the Event of a Change in Control. If within twelve (12) months following the effective date of a Change in Control, Employee's employment is terminated by UBI (or a successor) for any reason (other than for a cause described in subparagraphs 6.a, b, c, d and e) or by Employee for any reason, Employee shall continue to receive for twelve (12) months thereafter salary payments (at a rate equal to Employee's regular base pay in effect immediately prior to such termination) and benefits. 12. Confidential Information. The confidentiality provisions are a material part of the consideration relied upon by UBI in entering into this Contract: a. In connection with Employee's employment with UBI, Employee will have access to information or materials of UBI and/or its subsidiaries that are considered trade secret, confidential and/or proprietary ("Information"). Information includes, but is not limited to, compilations of data, strategic plans, sales and marketing plans, customer and supplier information, financial information, and proposed agreements, and applies to such Information whether communicated orally, in writing, electronically, or by any other means. b. Information created by Employee during Employee's employment with UBI that relates to the business of UBI and its subsidiaries (or prospective business opportunities), or uses by UBI and/or its subsidiaries of Information created with resources of UBI and/or its subsidiaries (including staff, premises and equipment), belongs to UBI. The term "Information" includes copyrightable works of original authorship (including but not limited to reports, analyses, and compilations, business plans, new product plans), ideas, inventions (whether patentable or not), know-how, processes, trademarks and other intellectual property. All works of original authorship created during Employee's employment are "works for hire" as that term is used in connection with the U.S. Copyright Act. Employee hereby assigns to UBI all rights, title and interest in work product, including copyrights, patents, trade secrets, trademarks and know-how. c. Employee shall use Information only for the benefit of UBI and/or its subsidiaries and not for Employee's own benefit. Employee shall not take Information or the materials of UBI and/or its subsidiaries upon termination of Employee's employment. d. Information shall be disclosed and used only by staff members of UBI and/or its subsidiaries who have a need to access it in order to do their jobs, shall be maintained in secure physical locations, and shall not be disclosed to any other company or person except in connection with the business activities of UBI and/or its subsidiaries. e. The confidentiality provisions of this Contract survive termination of the employment relationship with UBI and shall survive for so long a period of time as the Information is maintained by UBI and/or its subsidiaries as confidential. 13. Nonsolicitation of Employees and Customers. The following nonsolicitation provisions form a material part of the consideration relied upon by UBI in entering into this Contract: a. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to hire, and not to solicit for hire, any then-current employees of UBI and/or its subsidiaries, or to contact them for the purpose of inducing them to leave UBI and/or its subsidiaries. b. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to contact any then-current customers of UBI and/or its subsidiaries for the purpose of inducing them to leave UBI and/or its subsidiaries or to discourage them from doing business with UBI and/or its subsidiaries. Employee agrees that, for such time period, Employee will not provide the type of services he provided under this Contract to any person or business customer who was a customer of UBI and/or its subsidiaries at the time of Employee's departure. 14. Noncompete. UBI and Employee acknowledge and agree that by virtue of his/her past experience in the banking industry and his/her knowledge of the business of UBI and its subsidiaries, Employee is uniquely qualified to successfully compete with UBI and/or its subsidiaries. In recognition of these circumstances, and in consideration of UBI's continued employment of Employee in accordance with the terms of this Contract, Employee covenants and agrees that he/she will not, during the term of this Contract and one (1) year thereafter, engage in the counties of Lenawee and/or Washtenaw in any business which is competitive with a business then regularly conducted by UBI and/or its subsidiaries in either or both of said counties; provided, however, that the forgoing covenants shall not prohibit the Employee from owning, directly or indirectly, one percent (1%) or less of any publicly traded financial services corporation. 15. Enforcement of Contract; Injunctive Relief Attorney Fees and Expenses. Employee acknowledges that violation of Sections 12, 13, and 14 of this Contract may cause irreparable damage to UBI and/or its subsidiaries, entitling them to injunctive relief and possible money damages. If Employee violates this Contract, in addition to all other remedies available to UBI and/or its subsidiaries at law, in equity, and under contract, Employee agrees that he/she is obligated to pay all of the costs enforcement of this Contract incurred by UBI and/or its subsidiaries, including attorney fees and expenses. The parties agree that venue concerning this Contract shall be Lenawee County, Michigan. 16. Notice. For purposes of this Contract, notices and all other communications provided for in this Contract shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows: If to UBI: If to Employee: Chairman of the Board Dale L. Chadderdon United Bancorp, Inc. 609 W. Chicago Boulevard P.O. Box 248 Tecumseh, MI 49286 Tecumseh, Michigan 49286 or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 17. Miscellaneous Provisions. The following miscellaneous provisions form a part of this Contract: a. Applicable Law. This Contract and the rights of the parties hereunder shall be interpreted, construed and performed in accordance with the laws of the State of Michigan. b. Entire Agreement. This Contract as it may be modified in writing from time to time, constitutes the entire agreement between the parties, and supersedes any and all other agreements, oral or in writing, with respect to the subject matter contained herein. c. Amendments. This Contract may be altered, amended or modified at any time, but only by written agreement executed by the parties hereto. No waiver of any provision of this Contract shall be valid unless made in writing and signed by the party against whom such waiver is sought. d. Section Headings. Any section or paragraph title or caption contained in this Contract is for convenience only, and shall not be deemed a part of this Contract. e. Invalid Provisions. The invalidity or unenforceability of any particular provision of this Contract shall not affect any other provision hereof. This Contract shall be construed and enforced as if the illegal provision were modified to conform with the applicable law, or if such modification is impossible, then as if the Contract did not contain the illegal provision. f. Successors and Assigns. This Contract shall be binding upon, and shall inure to the benefit of the successors and assigns, including purchasers of UBI, and for purposes of realizing any benefits payable hereunder to Employee prior to his death, the heirs and personal representative of Employee. In no event shall Employee assign or delegate any of his rights, powers, duties and obligations under this Contract without prior written consent of UBI. Such consent shall not unreasonably be withheld. UBI shall have the right to assign and delegate any or all of its rights, powers, duties and obligations under this contract to any of its subsidiaries. 18. Waiver of Jury Trial. UBI and Employee specifically and knowingly waive their rights to a jury trial. 19. Arbitration. The parties agree that any dispute or controversy arising out of or in connection with this Contract shall be resolved by arbitration in accordance with the following provisions: a. The arbitration proceeding shall be conducted under the Employment Dispute Resolution Rules of the American Arbitration Association in effect at the time a demand for arbitration of the dispute is made. The decision and award of the arbitrator made under the AAA rules shall be exclusive, final and binding on all parties, their heirs, representatives, successors and assigns. Judgment upon the award rendered by the arbitrator may be rendered in any circuit court having jurisdiction of the matter. In the event Employee or UBI shall require equitable relief prior to the selection of an arbitrator to resolve the dispute, either party may seek temporary equitable relief from any court having jurisdiction of the dispute, subject to any final relief awarded by the arbitrator. b. Limited civil discovery shall be permitted for the production of documents and the taking of depositions, provided, however, that no party is permitted to take the deposition of more than three witnesses except by agreement of the other party or upon order of the arbitrator pursuant to the motion of a party. Subject to the foregoing limitations, discovery shall be conducted in accordance with the Federal Rules of Civil Procedure with any enforcement issues resolved by the arbitrator. c. The arbitration and all proceedings, discovery and any award of the arbitrator, is confidential. Neither the parties nor the arbitrator shall disclose any information gained during the course of the arbitration to any person or entity who is not a party to the arbitration unless permitted by law. Attendance at the arbitration shall be limited to the parties and those called as witnesses. IN WITNESS WHEREOF, the parties have executed this Contract, effective as of the date first above written. UNITED BANCORP, INC. By: /S/ David S. Hickman /S/ Dale L. Chadderdon --------------------------------- ---------------------------------------- David S. Hickman Dale L. Chadderdon Chairman of the Board Employee ATTACHMENT A Employee: Dale L. Chadderdon Effective Date: January 1, 2006 Salary Per Annum: $138,600. /S/ Dale L. Chadderdon - ------------------------------------- January 11, 2006 Dale L. Chadderdon Date "Employee" /S/ David S. Hickman - ------------------------------------- January 11, 2006 David S. Hickman Date Chairman, United Bancorp, Inc. EX-10.4 5 k01593exv10w4.txt EMPLOYMENT AGREEMENT EFFECTIVE 1/1/2006, TODD C. CLARK EXHIBIT 10.4 EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT ("Contract") made and effective this 1st day of January, 2006, by and between Todd C. Clark ("Employee") and UNITED BANK & TRUST - - WASHTENAW, 2723 S. State Street, P.O. Box 1127, Ann Arbor, Michigan 48106, ("Bank"). RECITALS A. Bank is a wholly owned subsidiary of United Bancorp, Inc. ("UBI"). B. Bank desires to continue to employ Employee. C. Employee desires to continue to be employed by Bank. D. There is continued activity by multi-bank holding companies in the acquisition of independent community banks, which often jeopardizes the continued employment of senior officers of the acquired bank, and Bank wishes to minimize the uncertainty and distraction caused by such activity, which would detract from Employee's ability to perform his/her duties, by providing Employee with some transition assistance if UBI or Bank is acquired or if there is a change in control of UBI or Bank, or if Employee's employment is terminated in anticipation of such an acquisition, merger, change in control, or similar transaction. NOW, THEREFORE, Bank and Employee hereby enter into this Employment Contract on the following terms and conditions: 1. Employment. Bank hereby employs Employee, and Employee accepts this employment and agrees to devote his/her full-time attention and energies to the performance of his/her employment duties. 2. Term of Contract. This Contract shall be for a term of one (1) year beginning January 1, 2006, unless terminated earlier pursuant to the provisions of paragraph 3 and/or 6. 3. Payment Upon Termination in Certain Circumstances. If, other than for a Change in Control, as defined in paragraph 7, below, Bank shall terminate Employee's employment other than for "Cause," as defined in paragraph 6, below, or by mutual agreement, Employee shall continue to receive his/her regular salary (the salary in effect immediately prior to such termination) and benefits (except for group carve out life insurance) for a period of six (6) months. This continuation of salary and benefits shall immediately cease if Employee secures employment before the end of the six (6) month period. 4. Duties. The duties, responsibilities and authority of Employee shall be as determined by Bank from time to time. 5. Compensation. Employee's annual salary for calendar year 2006 shall be $170,000, unless adjusted pursuant to the following provisions: a. It is contemplated that an annual bonus shall be paid. Employee will be a Group 2 Participant in the Target Incentive Compensation Plan. b. Employee shall receive the standard employee benefits of employees of Bank. c. Changes may be made to the salary and fringe benefits herein set forth and such changes shall be set forth in Attachment A. Changes to the salary and fringe benefits are effective only after Attachment A has been signed by the Chairman of the Board of Bank and by the Employee. 6. Termination for Cause. Bank may terminate this Contract for "Cause," such termination to be immediate, without notice, at any time, and with compensation and benefits only to the date of the termination of Employee. The term "Cause" shall include the following enumerated and substantially equivalent matters: a. a. the death of Employee; b. the disability of Employee rendering him unable to perform the services required under the Contract for a period of 180 days; c. known substance abuse by Employee; d. felony conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee; e. misdemeanor conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee, if the misdemeanor involves moral turpitude; f. Employee's repeated unprofessional, irresponsible or disruptive language or conduct in the performance of his duties; g. Employee's dishonesty, breach of professional or corporate ethics, or criticism by a regulatory agency involving a serious violation of law or regulations; h. Employee's substantial breach of any significant term of this Contract, including, but not limited to, continued unsatisfactory job performance, or repeated uncooperative conduct. 7. Suspension. Bank may suspend the employment of Employee resulting in the cessation of the performance of duties and the cessation of all compensation and benefits, in accordance with the following provisions: a. If criminal charges as described in subparagraph 6.d. and e. are made against Employee, then Bank, acting in its discretion, may suspend Employee for any period of time, provided that the suspension shall end if such charges do not result in a conviction of a plea (of guilty or nolo contendere, etc.) of either the original charge(s) or any lessor charge(s). b. If a regulatory agency criticizes Employee for regulatory violations as set forth in paragraph 6.g. above, Bank shall have the discretion to suspend Employee for any period of time, provided that if the alleged violations are resolved in the Employee's favor, the suspension shall end. The discretion invested in Bank as set forth in this paragraph 7, shall be exercised by the Chairman of its Board of Directors. 8. Failure to Meet Goals and Objectives. In the event of Employee's repeated failure to meet goals and objectives which are established by the Board of Directors of Bank from time to time, Employee's employment may be terminated immediately, without notice, at any time, provided that Employee shall continue to receive his/her regular salary and benefits for a period of six (6) months in accordance with the provisions of paragraph 3, above. 9. Employee Responsibilities Following Termination. Termination of this Contract shall not relieve Employee of his/her responsibilities to complete any records, cooperate with Bank on any litigation, audits, regulatory reviews, claims or investigations, and otherwise to fulfill all responsibilities under this Contract which should have been rendered prior to its termination. 10. Change in Control. For purposes of this Contract, a Change in Control of UBI or Bank shall be deemed to have occurred if: a. there shall be consummated (i) any consolidation or merger of UBI in which UBI is not the continuing or surviving corporation or pursuant to which shares of UBI's common stock would be converted into cash, securities or other property, other than a merger of UBI in which the holders of UBI's common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of UBI; or b. the stockholders of UBI approved any plan or proposal for the liquidation or dissolution of UBI; or c. except for any Employee Stock Ownership Plan of UBI or its affiliates, any person (as such term is used in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty-five percent (25%) or more of UBI's outstanding common stock. d. fifty percent (50%) or more of the outstanding common stock of Bank is not owned by UBI (unless the stock not owned by UBI was distributed to its shareholders in a reorganization transaction). 11. Provisions Applicable in the Event of a Change in Control. If within twelve (12) months following the effective date of a Change in Control, Employee's employment is terminated by Bank (or a successor) for any reason (other than for a cause described in subparagraphs 6.a, b, c, d and e) or by Employee for any reason, Employee shall continue to receive for twelve (12) months thereafter salary payments (at a rate equal to Employee's regular base pay in effect immediately prior to such termination) and benefits. 12. Confidential Information. The confidentiality provisions are a material part of the consideration relied upon by Bank in entering into this Contract: a. In connection with Employee's employment with Bank, Employee will have access to information or materials of both Bank and UBI that are considered trade secret, confidential and/or proprietary ("Information"). Information includes, but is not limited to, compilations of data, strategic plans, sales and marketing plans, customer and supplier information, financial information, and proposed agreements, and applies to such Information whether communicated orally, in writing, electronically, or by any other means. b. Information created by Employee during Employee's employment with Bank that relates to the business of Bank and/or UBI and its subsidiaries (or prospective business opportunities), or uses by Bank, UBI and/or its subsidiaries of Information created with resources of Bank, UBI and/or its subsidiaries (including staff, premises and equipment), belongs to Bank and/or UBI. The term "Information" includes copyrightable works of original authorship (including but not limited to reports, analyses, and compilations, business plans, new product plans), ideas, inventions (whether patentable or not), know-how, processes, trademarks and other intellectual property. All works of original authorship created during Employee's employment are "works for hire" as that term is used in connection with the U.S. Copyright Act. Employee hereby assigns to Bank all rights, title and interest in work product, including copyrights, patents, trade secrets, trademarks and know-how. c. Employee shall use Information only for the benefit of Bank, UBI and/or its subsidiaries and not for Employee's own benefit. Employee shall not take Information or the materials of Bank, UBI and/or its subsidiaries upon termination of Employee's employment. d. Information shall be disclosed and used only by staff members of Bank, UBI and/or its subsidiaries who have a need to access it in order to do their jobs, shall be maintained in secure physical locations, and shall not be disclosed to any other company or person except in connection with the business activities of Bank, UBI and/or its subsidiaries. e. The confidentiality provisions of this Contract survive termination of the employment relationship with Bank and shall survive for so long a period of time as the Information is maintained by Bank, UBI and/or its subsidiaries as confidential. 13. Nonsolicitation of Employees and Customers. The following nonsolicitation provisions form a material part of the consideration relied upon by Bank in entering into this Contract: a. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to hire, and not to solicit for hire, any then-current employees of Bank, UBI and/or its subsidiaries, or to contact them for the purpose of inducing them to leave Bank, UBI and/or its subsidiaries. b. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to contact any then-current customers of Bank, UBI and/or its subsidiaries for the purpose of inducing them to leave Bank, UBI and/or its subsidiaries or to discourage them from doing business with Bank, UBI and/or its subsidiaries. Employee agrees that, for such time period, Employee will not provide the type of services he provided under this Contract to any person or business customer who was a customer of Bank, UBI and/or its subsidiaries at the time of Employee's departure. 14. Noncompete. Bank and Employee acknowledge and agree that by virtue of his/her past experience in the banking industry and his/her knowledge of the business of Bank, UBI and its subsidiaries, Employee is uniquely qualified to successfully compete with Bank, UBI and/or its subsidiaries. In recognition of these circumstances, and in consideration of Bank's continued employment of Employee in accordance with the terms of this Contract, Employee covenants and agrees that he/she will not, during the term of this Contract and one (1) year thereafter, engage in the counties of Lenawee and/or Washtenaw in any business which is competitive with a business then regularly conducted by Bank, UBI and/or its subsidiaries in either or both of said counties; provided, however, that the forgoing covenants shall not prohibit the Employee from owning, directly or indirectly, one percent (1%) or less of any publicly traded financial services corporation. 15. Enforcement of Contract; Injunctive Relief Attorney Fees and Expenses. Employee acknowledges that violation of Sections 12, 13, and 14 of this Contract may cause irreparable damage to Bank, UBI and/or its subsidiaries, entitling them to injunctive relief and possible money damages. If Employee violates this Contract, in addition to all other remedies available to Bank, UBI and/or its subsidiaries at law, in equity, and under contract, Employee agrees that he/she is obligated to pay all of the costs enforcement of this Contract incurred by Bank, UBI and/or its subsidiaries, including attorney fees and expenses. The parties agree that venue concerning this Contract shall be Lenawee County, Michigan. 16. Notice. For purposes of this Contract, notices and all other communications provided for in this Contract shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows: If to UBI: If to Employee: Chairman of the Board Todd C. Clark United Bancorp, Inc. 6767 Park Road P.O. Box 248 Ann Arbor, MI 48103 Tecumseh, Michigan 49286 or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 17. Miscellaneous Provisions. The following miscellaneous provisions form a part of this Contract: a. Applicable Law. This Contract and the rights of the parties hereunder shall be interpreted, construed and performed in accordance with the laws of the State of Michigan. b. Entire Agreement. This Contract as it may be modified in writing from time to time, constitutes the entire agreement between the parties, and supersedes any and all other agreements, oral or in writing, with respect to the subject matter contained herein. c. Amendments. This Contract may be altered, amended or modified at any time, but only by written agreement executed by the parties hereto. No waiver of any provision of this Contract shall be valid unless made in writing and signed by the party against whom such waiver is sought. d. Section Headings. Any section or paragraph title or caption contained in this Contract is for convenience only, and shall not be deemed a part of this Contract. e. Invalid Provisions. The invalidity or unenforceability of any particular provision of this Contract shall not affect any other provision hereof. This Contract shall be construed and enforced as if the illegal provision were modified to conform with the applicable law, or if such modification is impossible, then as if the Contract did not contain the illegal provision. f. Successors and Assigns. This Contract shall be binding upon, and shall inure to the benefit of the successors and assigns, including purchasers of Bank and/or UBI, and for purposes of realizing any benefits payable hereunder to Employee prior to his death, the heirs and personal representative of Employee. In no event shall Employee assign or delegate any of his rights, powers, duties and obligations under this Contract without prior written consent of Bank. Such consent shall not unreasonably be withheld. Bank shall have the right to assign and delegate any or all of its rights, powers, duties and obligations under this contract to UBI and/or any of its subsidiaries. 18. Waiver of Jury Trial. Bank and Employee specifically and knowingly waive their rights to a jury trial. 19. Arbitration. The parties agree that any dispute or controversy arising out of or in connection with this Contract shall be resolved by arbitration in accordance with the following provisions: a. The arbitration proceeding shall be conducted under the Employment Dispute Resolution Rules of the American Arbitration Association in effect at the time a demand for arbitration of the dispute is made. The decision and award of the arbitrator made under the AAA rules shall be exclusive, final and binding on all parties, their heirs, representatives, successors and assigns. Judgment upon the award rendered by the arbitrator may be rendered in any circuit court having jurisdiction of the matter. In the event Employee or Bank shall require equitable relief prior to the selection of an arbitrator to resolve the dispute, either party may seek temporary equitable relief from any court having jurisdiction of the dispute, subject to any final relief awarded by the arbitrator. b. Limited civil discovery shall be permitted for the production of documents and the taking of depositions, provided, however, that no party is permitted to take the deposition of more than three witnesses except by agreement of the other party or upon order of the arbitrator pursuant to the motion of a party. Subject to the foregoing limitations, discovery shall be conducted in accordance with the Federal Rules of Civil Procedure with any enforcement issues resolved by the arbitrator. c. The arbitration and all proceedings, discovery and any award of the arbitrator, is confidential. Neither the parties nor the arbitrator shall disclose any information gained during the course of the arbitration to any person or entity who is not a party to the arbitration unless permitted by law. Attendance at the arbitration shall be limited to the parties and those called as witnesses. IN WITNESS WHEREOF, the parties have executed this Contract, effective as of the date first above written. UNITED BANK & TRUST - Washtenaw By: /S/ George H. Cress /S/ Todd C. Clark --------------------------------- ---------------------------------------- George H. Cress Todd C. Clark Chairman of the Board Employee SUBSTITUTE PERFORMANCE BY UNITED BANCORP, INC. United Bancorp, Inc. ("UBI") agrees that the services Employee performs for any of its subsidiaries, including the Bank, directly or ultimately redound to the benefit of UBI. In consideration of these benefits, UBI agrees that insofar as the Bank, for any reason whatsoever, is unable to perform any obligations assumed hereunder, UBI shall fully and timely perform the same. UNITED BANCORP, INC. By: /S/ David S. Hickman ------------------------------------ David S. Hickman Chairman of the Board ATTACHMENT A Employee: Todd C. Clark Effective Date: January 1, 2006 Salary Per Annum: $170,000. Variations to Benefits: Country Club dues/assessments paid by Bank if you purchase membership. /S/ Todd C. Clark January 11, 2006 - ------------------------------------- Date Todd C. Clark "Employee" /S/ George H. Cress January 11, 2006 - ------------------------------------- Date George H. Cress Chairman, United Bank & Trust - Washtenaw EX-10.5 6 k01593exv10w5.txt EMPLOYMENT AGREEMENT EFFECTIVE 1/1/2006, THOMAS C. GANNON EXHIBIT 10.5 EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT ("Contract") made and effective this 1st day of January, 2006, by and between Thomas C. Gannon ("Employee") and UNITED BANCORP, INC., 205 E. Chicago Blvd., P.O. Box 248, Tecumseh, Michigan 49286 ("UBI"). RECITALS A. UBI desires to continue to employ Employee. B. Employee desires to continue to be employed by UBI. C. There is continued activity by multi-bank holding companies in the acquisition of independent community banks, which often jeopardizes the continued employment of senior officers of the acquired bank, and UBI wishes to minimize the uncertainty and distraction caused by such activity, which would detract from Employee's ability to perform his/her duties, by providing Employee with some transition assistance if UBI is acquired or if there is a change in control or if Employee's employment is terminated in anticipation of such an acquisition, merger, change in control, or similar transaction. NOW, THEREFORE, UBI and Employee hereby enter into this Employment Contract on the following terms and conditions: 1. Employment. UBI hereby employs Employee, and Employee accepts this employment and agrees to devote his/her full-time attention and energies to the performance of his/her employment duties. 2. Term of Contract. This Contract shall be for a term of one (1) year beginning January 1, 2006, unless terminated earlier pursuant to the provisions of paragraph 3 and/or 6. 3. Payment Upon Termination in Certain Circumstances. If, other than for a Change in Control, as defined in paragraph 7, below, UBI shall terminate Employee's employment other than for "Cause," as defined in paragraph 6, below, or by mutual agreement, Employee shall continue to receive his/her regular salary (the salary in effect immediately prior to such termination) and benefits (except for group carve out life insurance) for a period of six (6) months. This continuation of salary and benefits shall immediately cease if Employee secures employment before the end of the six (6) month period. 4. Duties. The duties, responsibilities and authority of Employee shall be as determined by UBI from time to time. 5. Compensation. Employee's annual salary for calendar year 2006 shall be $105,500, unless adjusted pursuant to the following provisions: a. It is contemplated that an annual bonus shall be paid. Employee will be a Group 4 Participant in the Target Incentive Compensation Plan. b. Employee shall receive the standard employee benefits of employees of UBI. c. Changes may be made to the salary and fringe benefits herein set forth and such changes shall be set forth in Attachment A. Changes to the salary and fringe benefits are effective only after Attachment A has been signed by the Chairman of the Board of UBI and by the Employee. 6. Termination for Cause. UBI may terminate this Contract for "Cause," such termination to be immediate, without notice, at any time, and with compensation and benefits only to the date of the termination of Employee. The term "Cause" shall include the following enumerated and substantially equivalent matters: a. the death of Employee; b. the disability of Employee rendering him/her unable to perform the services required under the Contract for a period of 180 days; c. known substance abuse by Employee; d. felony conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee; e. misdemeanor conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee, if the misdemeanor involves moral turpitude; f. Employee's repeated unprofessional, irresponsible or disruptive language or conduct in the performance of his duties; g. Employee's dishonesty, breach of professional or corporate ethics, or criticism by a regulatory agency involving a serious violation of law or regulations; h. Employee's substantial breach of any significant term of this Contract, including, but not limited to, continued unsatisfactory job performance, or repeated uncooperative conduct. 7. Suspension. UBI may suspend the employment of Employee resulting in the cessation of the performance of duties and the cessation of all compensation and benefits, in accordance with the following provisions: a. If criminal charges as described in subparagraph 6.d. and e. are made against Employee, then UBI, acting in its discretion, may suspend Employee for any period of time, provided that the suspension shall end if such charges do not result in a conviction of a plea (of guilty or nolo contendere, etc.) of either the original charge(s) or any lessor charge(s). b. If a regulatory agency criticizes Employee for regulatory violations as set forth in paragraph 6.g. above, UBI shall have the discretion to suspend Employee for any period of time, provided that if the alleged violations are resolved in the Employee's favor, the suspension shall end. The discretion invested in UBI as set forth in this paragraph 7, shall be exercised by the Chairman of its Board of Directors. 8. Failure to Meet Goals and Objectives. In the event of Employee's repeated failure to meet goals and objectives which are established by the Board of Directors of UBI from time to time, Employee's employment may be terminated immediately, without notice, at any time, provided that Employee shall continue to receive his/her regular salary and benefits for a period of six (6) months in accordance with the provisions of paragraph 3, above. 9. Employee Responsibilities Following Termination. Termination of this Contract shall not relieve Employee of his/her responsibilities to complete any records, cooperate with UBI on any litigation, audits, regulatory reviews, claims or investigations, and otherwise to fulfill all responsibilities under this Contract which should have been rendered prior to its termination. 10. Change in Control. For purposes of this Contract, a Change in Control of UBI shall be deemed to have occurred if: a. there shall be consummated (i) any consolidation or merger of UBI in which UBI is not the continuing or surviving corporation or pursuant to which shares of UBI's common stock would be converted into cash, securities or other property, other than a merger of UBI in which the holders of UBI's common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of UBI; or b. the stockholders of UBI approved any plan or proposal for the liquidation or dissolution of UBI; or c. except for any Employee Stock Ownership Plan of UBI or its affiliates, any person (as such term is used in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty-five percent (25%) or more of UBI's outstanding common stock. 11. Provisions Applicable in the Event of a Change in Control. If within twelve (12) months following the effective date of a Change in Control, Employee's employment is terminated by UBI (or a successor) for any reason (other than for a cause described in subparagraphs 6.a, b, c, d and e) or by Employee for any reason, Employee shall continue to receive for twelve (12) months thereafter salary payments (at a rate equal to Employee's regular base pay in effect immediately prior to such termination) and benefits. 12. Confidential Information. The confidentiality provisions are a material part of the consideration relied upon by UBI in entering into this Contract: a. In connection with Employee's employment with UBI, Employee will have access to information or materials of UBI and/or its subsidiaries that are considered trade secret, confidential and/or proprietary ("Information"). Information includes, but is not limited to, compilations of data, strategic plans, sales and marketing plans, customer and supplier information, financial information, and proposed agreements, and applies to such Information whether communicated orally, in writing, electronically, or by any other means. b. Information created by Employee during Employee's employment with UBI that relates to the business of UBI and its subsidiaries (or prospective business opportunities), or uses by UBI and/or its subsidiaries of Information created with resources of UBI and/or its subsidiaries (including staff, premises and equipment), belongs to UBI. The term "Information" includes copyrightable works of original authorship (including but not limited to reports, analyses, and compilations, business plans, new product plans), ideas, inventions (whether patentable or not), know-how, processes, trademarks and other intellectual property. All works of original authorship created during Employee's employment are "works for hire" as that term is used in connection with the U.S. Copyright Act. Employee hereby assigns to UBI all rights, title and interest in work product, including copyrights, patents, trade secrets, trademarks and know-how. c. Employee shall use Information only for the benefit of UBI and/or its subsidiaries and not for Employee's own benefit. Employee shall not take Information or the materials of UBI and/or its subsidiaries upon termination of Employee's employment. d. Information shall be disclosed and used only by staff members of UBI and/or its subsidiaries who have a need to access it in order to do their jobs, shall be maintained in secure physical locations, and shall not be disclosed to any other company or person except in connection with the business activities of UBI and/or its subsidiaries. e. The confidentiality provisions of this Contract survive termination of the employment relationship with UBI and shall survive for so long a period of time as the Information is maintained by UBI and/or its subsidiaries as confidential. 13. Nonsolicitation of Employees and Customers. The following nonsolicitation provisions form a material part of the consideration relied upon by UBI in entering into this Contract: a. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to hire, and not to solicit for hire, any then-current employees of UBI and/or its subsidiaries, or to contact them for the purpose of inducing them to leave UBI and/or its subsidiaries. b. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to contact any then-current customers of UBI and/or its subsidiaries for the purpose of inducing them to leave UBI and/or its subsidiaries or to discourage them from doing business with UBI and/or its subsidiaries. Employee agrees that, for such time period, Employee will not provide the type of services he provided under this Contract to any person or business customer who was a customer of UBI and/or its subsidiaries at the time of Employee's departure. 14. Noncompete. UBI and Employee acknowledge and agree that by virtue of his/her past experience in the banking industry and his/her knowledge of the business of UBI and its subsidiaries, Employee is uniquely qualified to successfully compete with UBI and/or its subsidiaries. In recognition of these circumstances, and in consideration of UBI's continued employment of Employee in accordance with the terms of this Contract, Employee covenants and agrees that he/she will not, during the term of this Contract and one (1) year thereafter, engage in the counties of Lenawee and/or Washtenaw in any business which is competitive with a business then regularly conducted by UBI and/or its subsidiaries in either or both of said counties; provided, however, that the forgoing covenants shall not prohibit the Employee from owning, directly or indirectly, one percent (1%) or less of any publicly traded financial services corporation. 15. Enforcement of Contract; Injunctive Relief Attorney Fees and Expenses. Employee acknowledges that violation of Sections 12, 13, and 14 of this Contract may cause irreparable damage to UBI and/or its subsidiaries, entitling them to injunctive relief and possible money damages. If Employee violates this Contract, in addition to all other remedies available to UBI and/or its subsidiaries at law, in equity, and under contract, Employee agrees that he/she is obligated to pay all of the costs enforcement of this Contract incurred by UBI and/or its subsidiaries, including attorney fees and expenses. The parties agree that venue concerning this Contract shall be Lenawee County, Michigan. 16. Notice. For purposes of this Contract, notices and all other communications provided for in this Contract shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows: If to UBI: If to Employee: Chairman of the Board Thomas C. Gannon United Bancorp, Inc. 3050 Merritt P.O. Box 248 Ypsilanti, MI 48197 Tecumseh, Michigan 49286 or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 17. Miscellaneous Provisions. The following miscellaneous provisions form a part of this Contract: a. Applicable Law. This Contract and the rights of the parties hereunder shall be interpreted, construed and performed in accordance with the laws of the State of Michigan. b. Entire Agreement. This Contract as it may be modified in writing from time to time, constitutes the entire agreement between the parties, and supersedes any and all other agreements, oral or in writing, with respect to the subject matter contained herein. c. Amendments. This Contract may be altered, amended or modified at any time, but only by written agreement executed by the parties hereto. No waiver of any provision of this Contract shall be valid unless made in writing and signed by the party against whom such waiver is sought. d. Section Headings. Any section or paragraph title or caption contained in this Contract is for convenience only, and shall not be deemed a part of this Contract. e. Invalid Provisions. The invalidity or unenforceability of any particular provision of this Contract shall not affect any other provision hereof. This Contract shall be construed and enforced as if the illegal provision were modified to conform with the applicable law, or if such modification is impossible, then as if the Contract did not contain the illegal provision. f. Successors and Assigns. This Contract shall be binding upon, and shall inure to the benefit of the successors and assigns, including purchasers of UBI, and for purposes of realizing any benefits payable hereunder to Employee prior to his death, the heirs and personal representative of Employee. In no event shall Employee assign or delegate any of his rights, powers, duties and obligations under this Contract without prior written consent of UBI. Such consent shall not unreasonably be withheld. UBI shall have the right to assign and delegate any or all of its rights, powers, duties and obligations under this contract to any of its subsidiaries. 18. Waiver of Jury Trial. UBI and Employee specifically and knowingly waive their rights to a jury trial. 19. Arbitration. The parties agree that any dispute or controversy arising out of or in connection with this Contract shall be resolved by arbitration in accordance with the following provisions: a. The arbitration proceeding shall be conducted under the Employment Dispute Resolution Rules of the American Arbitration Association in effect at the time a demand for arbitration of the dispute is made. The decision and award of the arbitrator made under the AAA rules shall be exclusive, final and binding on all parties, their heirs, representatives, successors and assigns. Judgment upon the award rendered by the arbitrator may be rendered in any circuit court having jurisdiction of the matter. In the event Employee or UBI shall require equitable relief prior to the selection of an arbitrator to resolve the dispute, either party may seek temporary equitable relief from any court having jurisdiction of the dispute, subject to any final relief awarded by the arbitrator. b. Limited civil discovery shall be permitted for the production of documents and the taking of depositions, provided, however, that no party is permitted to take the deposition of more than three witnesses except by agreement of the other party or upon order of the arbitrator pursuant to the motion of a party. Subject to the foregoing limitations, discovery shall be conducted in accordance with the Federal Rules of Civil Procedure with any enforcement issues resolved by the arbitrator. c. The arbitration and all proceedings, discovery and any award of the arbitrator, is confidential. Neither the parties nor the arbitrator shall disclose any information gained during the course of the arbitration to any person or entity who is not a party to the arbitration unless permitted by law. Attendance at the arbitration shall be limited to the parties and those called as witnesses. IN WITNESS WHEREOF, the parties have executed this Contract, effective as of the date first above written. UNITED BANCORP, INC. By: /S/ David S. Hickman /S/ Thomas C. Gannon --------------------------------- ---------------------------------------- David S. Hickman Thomas C. Gannon Chairman of the Board Employee ATTACHMENT A Employee: Thomas C. Gannon Effective Date: January 1, 2006 Salary Per Annum: $105,500. /S/ Thomas C. Gannon January 11, 2006 - ------------------------------------- Date Thomas C. Gannon "Employee" /S/ David S. Hickman January 11, 2006 - ------------------------------------- Date David S. Hickman Chairman, United Bancorp, Inc. EX-10.6 7 k01593exv10w6.txt EMPLOYMENT AGREEMENT EFFECTIVE 1/1/2006, JAMICE W. GUISE EXHIBIT 10.6 EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT ("Contract") made and effective this 1st day of January, 2006, by and between Jamice W. Guise ("Employee") and UNITED BANCORP, INC., 205 E. Chicago Blvd., P.O. Box 248, Tecumseh, Michigan 49286 ("UBI"). RECITALS A. UBI desires to continue to employ Employee. B. Employee desires to continue to be employed by UBI. C. There is continued activity by multi-bank holding companies in the acquisition of independent community banks, which often jeopardizes the continued employment of senior officers of the acquired bank, and UBI wishes to minimize the uncertainty and distraction caused by such activity, which would detract from Employee's ability to perform his/her duties, by providing Employee with some transition assistance if UBI is acquired or if there is a change in control or if Employee's employment is terminated in anticipation of such an acquisition, merger, change in control, or similar transaction. NOW, THEREFORE, UBI and Employee hereby enter into this Employment Contract on the following terms and conditions: 1. Employment. UBI hereby employs Employee, and Employee accepts this employment and agrees to devote his/her full-time attention and energies to the performance of his/her employment duties. 2. Term of Contract. This Contract shall be for a term of one (1) year beginning January 1, 2006, unless terminated earlier pursuant to the provisions of paragraph 3 and/or 6. 3. Payment Upon Termination in Certain Circumstances. If, other than for a Change in Control, as defined in paragraph 7, below, UBI shall terminate Employee's employment other than for "Cause," as defined in paragraph 6, below, or by mutual agreement, Employee shall continue to receive his/her regular salary (the salary in effect immediately prior to such termination) and benefits (except for group carve out life insurance) for a period of six (6) months. This continuation of salary and benefits shall immediately cease if Employee secures employment before the end of the six (6) month period. 4. Duties. The duties, responsibilities and authority of Employee shall be as determined by UBI from time to time. 5. Compensation. Employee's annual salary for calendar year 2006 shall be $95,000, unless adjusted pursuant to the following provisions: a. It is contemplated that an annual bonus shall be paid. Employee will be a Group 4 Participant in the Target Incentive Compensation Plan. b. Employee shall receive the standard employee benefits of employees of UBI. c. Changes may be made to the salary and fringe benefits herein set forth and such changes shall be set forth in Attachment A. Changes to the salary and fringe benefits are effective only after Attachment A has been signed by the Chairman of the Board of UBI and by the Employee. 6. Termination for Cause. UBI may terminate this Contract for "Cause," such termination to be immediate, without notice, at any time, and with compensation and benefits only to the date of the termination of Employee. The term "Cause" shall include the following enumerated and substantially equivalent matters: a. the death of Employee; b. the disability of Employee rendering him/her unable to perform the services required under the Contract for a period of 180 days; c. known substance abuse by Employee; d. felony conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee; e. misdemeanor conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee, if the misdemeanor involves moral turpitude; f. Employee's repeated unprofessional, irresponsible or disruptive language or conduct in the performance of his duties; g. Employee's dishonesty, breach of professional or corporate ethics, or criticism by a regulatory agency involving a serious violation of law or regulations; h. Employee's substantial breach of any significant term of this Contract, including, but not limited to, continued unsatisfactory job performance, or repeated uncooperative conduct. 7. Suspension. UBI may suspend the employment of Employee resulting in the cessation of the performance of duties and the cessation of all compensation and benefits, in accordance with the following provisions: a. If criminal charges as described in subparagraph 6.d. and e. are made against Employee, then UBI, acting in its discretion, may suspend Employee for any period of time, provided that the suspension shall end if such charges do not result in a conviction of a plea (of guilty or nolo contendere, etc.) of either the original charge(s) or any lessor charge(s). b. If a regulatory agency criticizes Employee for regulatory violations as set forth in paragraph 6.g. above, UBI shall have the discretion to suspend Employee for any period of time, provided that if the alleged violations are resolved in the Employee's favor, the suspension shall end. The discretion invested in UBI as set forth in this paragraph 7, shall be exercised by the Chairman of its Board of Directors. 8. Failure to Meet Goals and Objectives. In the event of Employee's repeated failure to meet goals and objectives which are established by the Board of Directors of UBI from time to time, Employee's employment may be terminated immediately, without notice, at any time, provided that Employee shall continue to receive his/her regular salary and benefits for a period of six (6) months in accordance with the provisions of paragraph 3, above. 9. Employee Responsibilities Following Termination. Termination of this Contract shall not relieve Employee of his/her responsibilities to complete any records, cooperate with UBI on any litigation, audits, regulatory reviews, claims or investigations, and otherwise to fulfill all responsibilities under this Contract which should have been rendered prior to its termination. 10. Change in Control. For purposes of this Contract, a Change in Control of UBI shall be deemed to have occurred if: a. there shall be consummated (i) any consolidation or merger of UBI in which UBI is not the continuing or surviving corporation or pursuant to which shares of UBI's common stock would be converted into cash, securities or other property, other than a merger of UBI in which the holders of UBI's common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of UBI; or b. the stockholders of UBI approved any plan or proposal for the liquidation or dissolution of UBI; or c. except for any Employee Stock Ownership Plan of UBI or its affiliates, any person (as such term is used in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty-five percent (25%) or more of UBI's outstanding common stock. 11. Provisions Applicable in the Event of a Change in Control. If within twelve (12) months following the effective date of a Change in Control, Employee's employment is terminated by UBI (or a successor) for any reason (other than for a cause described in subparagraphs 6.a, b, c, d and e) or by Employee for any reason, Employee shall continue to receive for twelve (12) months thereafter salary payments (at a rate equal to Employee's regular base pay in effect immediately prior to such termination) and benefits. 12. Confidential Information. The confidentiality provisions are a material part of the consideration relied upon by UBI in entering into this Contract: a. In connection with Employee's employment with UBI, Employee will have access to information or materials of UBI and/or its subsidiaries that are considered trade secret, confidential and/or proprietary ("Information"). Information includes, but is not limited to, compilations of data, strategic plans, sales and marketing plans, customer and supplier information, financial information, and proposed agreements, and applies to such Information whether communicated orally, in writing, electronically, or by any other means. b. Information created by Employee during Employee's employment with UBI that relates to the business of UBI and its subsidiaries (or prospective business opportunities), or uses by UBI and/or its subsidiaries of Information created with resources of UBI and/or its subsidiaries (including staff, premises and equipment), belongs to UBI. The term "Information" includes copyrightable works of original authorship (including but not limited to reports, analyses, and compilations, business plans, new product plans), ideas, inventions (whether patentable or not), know-how, processes, trademarks and other intellectual property. All works of original authorship created during Employee's employment are "works for hire" as that term is used in connection with the U.S. Copyright Act. Employee hereby assigns to UBI all rights, title and interest in work product, including copyrights, patents, trade secrets, trademarks and know-how. c. Employee shall use Information only for the benefit of UBI and/or its subsidiaries and not for Employee's own benefit. Employee shall not take Information or the materials of UBI and/or its subsidiaries upon termination of Employee's employment. d. Information shall be disclosed and used only by staff members of UBI and/or its subsidiaries who have a need to access it in order to do their jobs, shall be maintained in secure physical locations, and shall not be disclosed to any other company or person except in connection with the business activities of UBI and/or its subsidiaries. e. The confidentiality provisions of this Contract survive termination of the employment relationship with UBI and shall survive for so long a period of time as the Information is maintained by UBI and/or its subsidiaries as confidential. 13. Nonsolicitation of Employees and Customers. The following nonsolicitation provisions form a material part of the consideration relied upon by UBI in entering into this Contract: a. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to hire, and not to solicit for hire, any then-current employees of UBI and/or its subsidiaries, or to contact them for the purpose of inducing them to leave UBI and/or its subsidiaries. b. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to contact any then-current customers of UBI and/or its subsidiaries for the purpose of inducing them to leave UBI and/or its subsidiaries or to discourage them from doing business with UBI and/or its subsidiaries. Employee agrees that, for such time period, Employee will not provide the type of services he provided under this Contract to any person or business customer who was a customer of UBI and/or its subsidiaries at the time of Employee's departure. 14. Noncompete. UBI and Employee acknowledge and agree that by virtue of his/her past experience in the banking industry and his/her knowledge of the business of UBI and its subsidiaries, Employee is uniquely qualified to successfully compete with UBI and/or its subsidiaries. In recognition of these circumstances, and in consideration of UBI's continued employment of Employee in accordance with the terms of this Contract, Employee covenants and agrees that he/she will not, during the term of this Contract and one (1) year thereafter, engage in the counties of Lenawee and/or Washtenaw in any business which is competitive with a business then regularly conducted by UBI and/or its subsidiaries in either or both of said counties; provided, however, that the forgoing covenants shall not prohibit the Employee from owning, directly or indirectly, one percent (1%) or less of any publicly traded financial services corporation. 15. Enforcement of Contract; Injunctive Relief Attorney Fees and Expenses. Employee acknowledges that violation of Sections 12, 13, and 14 of this Contract may cause irreparable damage to UBI and/or its subsidiaries, entitling them to injunctive relief and possible money damages. If Employee violates this Contract, in addition to all other remedies available to UBI and/or its subsidiaries at law, in equity, and under contract, Employee agrees that he/she is obligated to pay all of the costs enforcement of this Contract incurred by UBI and/or its subsidiaries, including attorney fees and expenses. The parties agree that venue concerning this Contract shall be Lenawee County, Michigan. 16. Notice. For purposes of this Contract, notices and all other communications provided for in this Contract shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows: If to UBI: If to Employee: Chairman of the Board Jamice W. Guise United Bancorp, Inc. 4808 Oak Hollow Court P.O. Box 248 Dexter, MI 48130 Tecumseh, Michigan 49286 or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 17. Miscellaneous Provisions. The following miscellaneous provisions form a part of this Contract: a. Applicable Law. This Contract and the rights of the parties hereunder shall be interpreted, construed and performed in accordance with the laws of the State of Michigan. b. Entire Agreement. This Contract as it may be modified in writing from time to time, constitutes the entire agreement between the parties, and supersedes any and all other agreements, oral or in writing, with respect to the subject matter contained herein. c. Amendments. This Contract may be altered, amended or modified at any time, but only by written agreement executed by the parties hereto. No waiver of any provision of this Contract shall be valid unless made in writing and signed by the party against whom such waiver is sought. d. Section Headings. Any section or paragraph title or caption contained in this Contract is for convenience only, and shall not be deemed a part of this Contract. e. Invalid Provisions. The invalidity or unenforceability of any particular provision of this Contract shall not affect any other provision hereof. This Contract shall be construed and enforced as if the illegal provision were modified to conform with the applicable law, or if such modification is impossible, then as if the Contract did not contain the illegal provision. f. Successors and Assigns. This Contract shall be binding upon, and shall inure to the benefit of the successors and assigns, including purchasers of UBI, and for purposes of realizing any benefits payable hereunder to Employee prior to his death, the heirs and personal representative of Employee. In no event shall Employee assign or delegate any of his rights, powers, duties and obligations under this Contract without prior written consent of UBI. Such consent shall not unreasonably be withheld. UBI shall have the right to assign and delegate any or all of its rights, powers, duties and obligations under this contract to any of its subsidiaries. 18. Waiver of Jury Trial. UBI and Employee specifically and knowingly waive their rights to a jury trial. 19. Arbitration. The parties agree that any dispute or controversy arising out of or in connection with this Contract shall be resolved by arbitration in accordance with the following provisions: a. The arbitration proceeding shall be conducted under the Employment Dispute Resolution Rules of the American Arbitration Association in effect at the time a demand for arbitration of the dispute is made. The decision and award of the arbitrator made under the AAA rules shall be exclusive, final and binding on all parties, their heirs, representatives, successors and assigns. Judgment upon the award rendered by the arbitrator may be rendered in any circuit court having jurisdiction of the matter. In the event Employee or UBI shall require equitable relief prior to the selection of an arbitrator to resolve the dispute, either party may seek temporary equitable relief from any court having jurisdiction of the dispute, subject to any final relief awarded by the arbitrator. b. Limited civil discovery shall be permitted for the production of documents and the taking of depositions, provided, however, that no party is permitted to take the deposition of more than three witnesses except by agreement of the other party or upon order of the arbitrator pursuant to the motion of a party. Subject to the foregoing limitations, discovery shall be conducted in accordance with the Federal Rules of Civil Procedure with any enforcement issues resolved by the arbitrator. c. The arbitration and all proceedings, discovery and any award of the arbitrator, is confidential. Neither the parties nor the arbitrator shall disclose any information gained during the course of the arbitration to any person or entity who is not a party to the arbitration unless permitted by law. Attendance at the arbitration shall be limited to the parties and those called as witnesses. IN WITNESS WHEREOF, the parties have executed this Contract, effective as of the date first above written. UNITED BANCORP, INC. By: /S/ David S. Hickman /S/ Jamice W. Guise --------------------------------- ---------------------------------------- David S. Hickman Jamice W. Guise Chairman of the Board Employee ATTACHMENT A Employee: Jamice W. Guise Effective Date: January 1, 2006 Salary Per Annum: $95,000. /S/ Jamice W. Guise January 11, 2006 - ------------------------------------- Date Jamice W. Guise "Employee" /S/ David S. Hickman January 11, 2006 - ------------------------------------- Date David S. Hickman Chairman, United Bancorp, Inc. EX-10.7 8 k01593exv10w7.txt EMPLOYMENT AGREEMENT EFFECTIVE 1/1/2006, JOHN A. ODENWELLER EXHIBIT 10.7 EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT ("Contract") made and effective this 1st day of January, 2006, by and between John A. Odenweller ("Employee") and UNITED BANCORP, INC., 205 E. Chicago Blvd., P.O. Box 248, Tecumseh, Michigan 49286 ("UBI"). RECITALS A. UBI desires to continue to employ Employee. B. Employee desires to continue to be employed by UBI. C. There is continued activity by multi-bank holding companies in the acquisition of independent community banks, which often jeopardizes the continued employment of senior officers of the acquired bank, and UBI wishes to minimize the uncertainty and distraction caused by such activity, which would detract from Employee's ability to perform his/her duties, by providing Employee with some transition assistance if UBI is acquired or if there is a change in control or if Employee's employment is terminated in anticipation of such an acquisition, merger, change in control, or similar transaction. NOW, THEREFORE, UBI and Employee hereby enter into this Employment Contract on the following terms and conditions: 1. Employment. UBI hereby employs Employee, and Employee accepts this employment and agrees to devote his/her full-time attention and energies to the performance of his/her employment duties. 2. Term of Contract. This Contract shall be for a term of one (1) year beginning January 1, 2006, unless terminated earlier pursuant to the provisions of paragraph 3 and/or 6. 3. Payment Upon Termination in Certain Circumstances. If, other than for a Change in Control, as defined in paragraph 7, below, UBI shall terminate Employee's employment other than for "Cause," as defined in paragraph 6, below, or by mutual agreement, Employee shall continue to receive his/her regular salary (the salary in effect immediately prior to such termination) and benefits (except for group carve out life insurance) for a period of six (6) months. This continuation of salary and benefits shall immediately cease if Employee secures employment before the end of the six (6) month period. 4. Duties. The duties, responsibilities and authority of Employee shall be as determined by UBI from time to time. 5. Compensation. Employee's annual salary for calendar year 2006 shall be $94,185, unless adjusted pursuant to the following provisions: a. It is contemplated that an annual bonus shall be paid. Employee will be a Group 4 Participant in the Target Incentive Compensation Plan. b. Employee shall receive the standard employee benefits of employees of UBI. c. Changes may be made to the salary and fringe benefits herein set forth and such changes shall be set forth in Attachment A. Changes to the salary and fringe benefits are effective only after Attachment A has been signed by the Chairman of the Board of UBI and by the Employee. 6. Termination for Cause. UBI may terminate this Contract for "Cause," such termination to be immediate, without notice, at any time, and with compensation and benefits only to the date of the termination of Employee. The term "Cause" shall include the following enumerated and substantially equivalent matters: a. the death of Employee; b. the disability of Employee rendering him/her unable to perform the services required under the Contract for a period of 180 days; c. known substance abuse by Employee; d. felony conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee; e. misdemeanor conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee, if the misdemeanor involves moral turpitude; f. Employee's repeated unprofessional, irresponsible or disruptive language or conduct in the performance of his duties; g. Employee's dishonesty, breach of professional or corporate ethics, or criticism by a regulatory agency involving a serious violation of law or regulations; h. Employee's substantial breach of any significant term of this Contract, including, but not limited to, continued unsatisfactory job performance, or repeated uncooperative conduct. 7. Suspension. UBI may suspend the employment of Employee resulting in the cessation of the performance of duties and the cessation of all compensation and benefits, in accordance with the following provisions: a. If criminal charges as described in subparagraph 6.d. and e. are made against Employee, then UBI, acting in its discretion, may suspend Employee for any period of time, provided that the suspension shall end if such charges do not result in a conviction of a plea (of guilty or nolo contendere, etc.) of either the original charge(s) or any lessor charge(s). b. If a regulatory agency criticizes Employee for regulatory violations as set forth in paragraph 6.g. above, UBI shall have the discretion to suspend Employee for any period of time, provided that if the alleged violations are resolved in the Employee's favor, the suspension shall end. The discretion invested in UBI as set forth in this paragraph 7, shall be exercised by the Chairman of its Board of Directors. 8. Failure to Meet Goals and Objectives. In the event of Employee's repeated failure to meet goals and objectives which are established by the Board of Directors of UBI from time to time, Employee's employment may be terminated immediately, without notice, at any time, provided that Employee shall continue to receive his/her regular salary and benefits for a period of six (6) months in accordance with the provisions of paragraph 3, above. 9. Employee Responsibilities Following Termination. Termination of this Contract shall not relieve Employee of his/her responsibilities to complete any records, cooperate with UBI on any litigation, audits, regulatory reviews, claims or investigations, and otherwise to fulfill all responsibilities under this Contract which should have been rendered prior to its termination. 10. Change in Control. For purposes of this Contract, a Change in Control of UBI shall be deemed to have occurred if: a. there shall be consummated (i) any consolidation or merger of UBI in which UBI is not the continuing or surviving corporation or pursuant to which shares of UBI's common stock would be converted into cash, securities or other property, other than a merger of UBI in which the holders of UBI's common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of UBI; or b. the stockholders of UBI approved any plan or proposal for the liquidation or dissolution of UBI; or c. except for any Employee Stock Ownership Plan of UBI or its affiliates, any person (as such term is used in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty-five percent (25%) or more of UBI's outstanding common stock. 11. Provisions Applicable in the Event of a Change in Control. If within twelve (12) months following the effective date of a Change in Control, Employee's employment is terminated by UBI (or a successor) for any reason (other than for a cause described in subparagraphs 6.a, b, c, d and e) or by Employee for any reason, Employee shall continue to receive for twelve (12) months thereafter salary payments (at a rate equal to Employee's regular base pay in effect immediately prior to such termination) and benefits. 12. Confidential Information. The confidentiality provisions are a material part of the consideration relied upon by UBI in entering into this Contract: a. In connection with Employee's employment with UBI, Employee will have access to information or materials of UBI and/or its subsidiaries that are considered trade secret, confidential and/or proprietary ("Information"). Information includes, but is not limited to, compilations of data, strategic plans, sales and marketing plans, customer and supplier information, financial information, and proposed agreements, and applies to such Information whether communicated orally, in writing, electronically, or by any other means. b. Information created by Employee during Employee's employment with UBI that relates to the business of UBI and its subsidiaries (or prospective business opportunities), or uses by UBI and/or its subsidiaries of Information created with resources of UBI and/or its subsidiaries (including staff, premises and equipment), belongs to UBI. The term "Information" includes copyrightable works of original authorship (including but not limited to reports, analyses, and compilations, business plans, new product plans), ideas, inventions (whether patentable or not), know-how, processes, trademarks and other intellectual property. All works of original authorship created during Employee's employment are "works for hire" as that term is used in connection with the U.S. Copyright Act. Employee hereby assigns to UBI all rights, title and interest in work product, including copyrights, patents, trade secrets, trademarks and know-how. c. Employee shall use Information only for the benefit of UBI and/or its subsidiaries and not for Employee's own benefit. Employee shall not take Information or the materials of UBI and/or its subsidiaries upon termination of Employee's employment. d. Information shall be disclosed and used only by staff members of UBI and/or its subsidiaries who have a need to access it in order to do their jobs, shall be maintained in secure physical locations, and shall not be disclosed to any other company or person except in connection with the business activities of UBI and/or its subsidiaries. e. The confidentiality provisions of this Contract survive termination of the employment relationship with UBI and shall survive for so long a period of time as the Information is maintained by UBI and/or its subsidiaries as confidential. 13. Nonsolicitation of Employees and Customers. The following nonsolicitation provisions form a material part of the consideration relied upon by UBI in entering into this Contract: a. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to hire, and not to solicit for hire, any then-current employees of UBI and/or its subsidiaries, or to contact them for the purpose of inducing them to leave UBI and/or its subsidiaries. b. During the term of Employee's employment and for a period of one (1) year after Employee's last day of employment, Employee agrees not to contact any then-current customers of UBI and/or its subsidiaries for the purpose of inducing them to leave UBI and/or its subsidiaries or to discourage them from doing business with UBI and/or its subsidiaries. Employee agrees that, for such time period, Employee will not provide the type of services he provided under this Contract to any person or business customer who was a customer of UBI and/or its subsidiaries at the time of Employee's departure. 14. Noncompete. UBI and Employee acknowledge and agree that by virtue of his/her past experience in the banking industry and his/her knowledge of the business of UBI and its subsidiaries, Employee is uniquely qualified to successfully compete with UBI and/or its subsidiaries. In recognition of these circumstances, and in consideration of UBI's continued employment of Employee in accordance with the terms of this Contract, Employee covenants and agrees that he/she will not, during the term of this Contract and one (1) year thereafter, engage in the counties of Lenawee and/or Washtenaw in any business which is competitive with a business then regularly conducted by UBI and/or its subsidiaries in either or both of said counties; provided, however, that the forgoing covenants shall not prohibit the Employee from owning, directly or indirectly, one percent (1%) or less of any publicly traded financial services corporation. 15. Enforcement of Contract; Injunctive Relief Attorney Fees and Expenses. Employee acknowledges that violation of Sections 12, 13, and 14 of this Contract may cause irreparable damage to UBI and/or its subsidiaries, entitling them to injunctive relief and possible money damages. If Employee violates this Contract, in addition to all other remedies available to UBI and/or its subsidiaries at law, in equity, and under contract, Employee agrees that he/she is obligated to pay all of the costs enforcement of this Contract incurred by UBI and/or its subsidiaries, including attorney fees and expenses. The parties agree that venue concerning this Contract shall be Lenawee County, Michigan. 16. Notice. For purposes of this Contract, notices and all other communications provided for in this Contract shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows: If to UBI: If to Employee: Chairman of the Board John A. Odenweller United Bancorp, Inc. 851 Sandalwood Road, W. P.O. Box 248 Perrysburg, OH 43551 Tecumseh, Michigan 49286 or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 17. Miscellaneous Provisions. The following miscellaneous provisions form a part of this Contract: a. Applicable Law. This Contract and the rights of the parties hereunder shall be interpreted, construed and performed in accordance with the laws of the State of Michigan. b. Entire Agreement. This Contract as it may be modified in writing from time to time, constitutes the entire agreement between the parties, and supersedes any and all other agreements, oral or in writing, with respect to the subject matter contained herein. c. Amendments. This Contract may be altered, amended or modified at any time, but only by written agreement executed by the parties hereto. No waiver of any provision of this Contract shall be valid unless made in writing and signed by the party against whom such waiver is sought. d. Section Headings. Any section or paragraph title or caption contained in this Contract is for convenience only, and shall not be deemed a part of this Contract. e. Invalid Provisions. The invalidity or unenforceability of any particular provision of this Contract shall not affect any other provision hereof. This Contract shall be construed and enforced as if the illegal provision were modified to conform with the applicable law, or if such modification is impossible, then as if the Contract did not contain the illegal provision. f. Successors and Assigns. This Contract shall be binding upon, and shall inure to the benefit of the successors and assigns, including purchasers of UBI, and for purposes of realizing any benefits payable hereunder to Employee prior to his death, the heirs and personal representative of Employee. In no event shall Employee assign or delegate any of his rights, powers, duties and obligations under this Contract without prior written consent of UBI. Such consent shall not unreasonably be withheld. UBI shall have the right to assign and delegate any or all of its rights, powers, duties and obligations under this contract to any of its subsidiaries. 18. Waiver of Jury Trial. UBI and Employee specifically and knowingly waive their rights to a jury trial. 19. Arbitration. The parties agree that any dispute or controversy arising out of or in connection with this Contract shall be resolved by arbitration in accordance with the following provisions: a. The arbitration proceeding shall be conducted under the Employment Dispute Resolution Rules of the American Arbitration Association in effect at the time a demand for arbitration of the dispute is made. The decision and award of the arbitrator made under the AAA rules shall be exclusive, final and binding on all parties, their heirs, representatives, successors and assigns. Judgment upon the award rendered by the arbitrator may be rendered in any circuit court having jurisdiction of the matter. In the event Employee or UBI shall require equitable relief prior to the selection of an arbitrator to resolve the dispute, either party may seek temporary equitable relief from any court having jurisdiction of the dispute, subject to any final relief awarded by the arbitrator. b. Limited civil discovery shall be permitted for the production of documents and the taking of depositions, provided, however, that no party is permitted to take the deposition of more than three witnesses except by agreement of the other party or upon order of the arbitrator pursuant to the motion of a party. Subject to the foregoing limitations, discovery shall be conducted in accordance with the Federal Rules of Civil Procedure with any enforcement issues resolved by the arbitrator. c. The arbitration and all proceedings, discovery and any award of the arbitrator, is confidential. Neither the parties nor the arbitrator shall disclose any information gained during the course of the arbitration to any person or entity who is not a party to the arbitration unless permitted by law. Attendance at the arbitration shall be limited to the parties and those called as witnesses. IN WITNESS WHEREOF, the parties have executed this Contract, effective as of the date first above written. UNITED BANCORP, INC. By: /S/ David S. Hickman /S/ John A. Odenweller --------------------------------- ---------------------------------------- David S. Hickman John A. Odenweller Chairman of the Board Employee ATTACHMENT A Employee: John A. Odenweller Effective Date: January 1, 2006 Salary Per Annum: $94,185. /S/ John A. Odenweller January 11, 2006 - ------------------------------------- Date John A. Odenweller "Employee" /S/ David S. Hickman January 11, 2006 - ------------------------------------- Date David S. Hickman Chairman, United Bancorp, Inc. -----END PRIVACY-ENHANCED MESSAGE-----