Amended and Restated Employment Agreement, dated as of February 22, 2021, by and between the Company and Fred L. Drake
AMENDED AnD RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of the Effective Date (defined in Exhibit A) by and among HBT Financial, Inc., a Delaware corporation (“HBT”), Heartland Bank and Trust Company, an Illinois state chartered bank (the “Bank,” and together with HBT, “Heartland”), and Employee (defined in Exhibit A) (“you”).
All references in this Agreement to Exhibit A are to Exhibit A hereto.
A.Heartland desires to continue to employ you in the Position (defined in Exhibit A) under the terms of this Agreement, and you desire to continue to be so employed.
B.Heartland and you have made commitments to each other on a variety of important issues concerning your employment, including the performance that will be expected of you, the compensation you will be paid, how long and under what circumstances you will remain employed and the financial details relating to any decision that either Heartland or you may make to terminate this Agreement.
C.Heartland and you desire to amend and restate the existing employment agreement (“Existing Employment Agreement”) between you and HBT, the Bank, or any Affiliate.
In consideration of the foregoing and the mutual promises and covenants of you and Heartland set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Heartland, intending to be legally bound, hereby expressly covenant and agree as follows:
“Affiliate” means: (a) any corporation, trade, or business that is directly or indirectly controlled 50% or more (whether by ownership of stock, assets, or an equivalent ownership interest or voting interest) by HBT or the Bank; (b) any trade or business that directly or indirectly controls 50% or more (whether by ownership of stock, assets, or an equivalent ownership interest or voting interest) of HBT or the Bank; and (c) any other entity in which HBT or the Bank has a material equity interest.
“Cause” means any of the following acts or omissions committed by you:
A Termination for Cause will be deemed to include a determination by Heartland after your Termination that circumstances existing before your Termination would have entitled Heartland or an Affiliate to have terminated your service for Cause.
“Change in Control” means:
Notwithstanding the foregoing terms of this definition, with respect to any amount that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A, an event will not be considered to be a Change in Control under this Agreement for purposes of payment of such amount unless such event is also a “change in control event” within the meaning of Section 409A. Further notwithstanding the foregoing terms of this definition, the occurrence of the date on which HBT consummates the sale of its common stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act (the “Registration Date”), or any change in the composition of the Board within 1 year after the Registration Date, will not be considered a Change in Control.
“Covered Period” means the period beginning upon a Change in Control and ending 12 months after the Change in Control.
“Disability” means that (i) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of Heartland.
“Good Reason” means the occurrence of any one of the following events, unless you agree in writing that such event will not constitute Good Reason:
Notwithstanding anything in this definition to the contrary, before your Termination for Good Reason, you must give Heartland written notice of the existence of any condition set forth in clause i. – iv. immediately above within 30 days of the date you become (or reasonably should have become) aware of its existence and Heartland will have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason. If, during such 30-day period, Heartland cures the condition giving rise to Good Reason, the condition will not constitute Good Reason.
“Involuntary Termination” means your Termination either initiated:
“Minimum Benefits” means, as applicable, the following:
“Termination” means termination of your employment with Heartland and all Affiliates, after the Effective Date and before the end of the Employment Period.
IN WITNESS WHEREOF, you and HBT have executed this Agreement as of the Effective Date.
HBT FINANCIAL, INC.
“Employee”: Fred L. Drake
“Effective Date”: February 22, 2021
“Position”: Chairman and Chief Executive Officer of HBT Financial, Inc. and Chairman of Heartland Bank and Trust Company
“Initial Expiration Date”: December 31, 2023
“Reporting Person”: Board of Directors of HBT Financial, Inc.
“Location of Employment”: Principal headquarters of HBT Financial, Inc.
“Base Salary”: $575,700
“Target Bonus”: 40% of Base Salary
“Annual LTI Awards Target”: 40% of Base Salary
“Annual PTO Days”: 20 vacation days plus 8 personal days (which includes sick days)
“Outside Covered Period Severance Months”: 6
“Covered Period Severance Amount”: 2 times the sum of Base Salary and Target Bonus for the year in which Involuntary Termination occurs
“COBRA Months”: 18
“Restricted Period”: 6 months following your Involuntary Termination outside of a Covered Period or your Termination due to your Disability inside or outside of a Covered Period; 12 months following your Termination initiated by HBT and Heartland for Cause or by you without Good Reason (including non-extension of the Employment Period by you in accordance with Section 2 above), in each case either inside or outside of a Covered Period; or 24 months following your Involuntary Termination inside of a Covered Period
Exhibit A – Page 1