EXHIBIT 10(h)
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of the 22nd
day of October, 1997, by and between CORNERSTONE BANK, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (the "Bank"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (the "Employee").
WHEREAS, it is intended that the Employee will serve as Senior Vice
President of the Bank; and
WHEREAS, the Board of Directors of the Bank (the "Board") has approved
and authorized the execution of this Agreement with the Employee to take effect
as stated in Section 4 hereof;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, it is AGREED as
follows:
1. Employment. The Bank employs the Employee as its Senior Vice
President. Employee shall render administrative and management services as are
customarily performed by persons situated in similar executive capacities, and
shall have other powers and duties as may from time to time be prescribed by the
Board. The Employee shall devote his best efforts and substantially all his
business time and attention to the business and affairs of the Bank and its
affiliated companies, including, but not limited to, service as Senior Vice
President of Western Ohio Financial Corporation (the "Holding Company").
2. Compensation.
(a) Salary. Beginning on the Commencement Date (as defined in
Section 4 below), the Bank agrees to pay the Employee during the term of this
Agreement a salary of $107,000 per year. The Employee's salary shall be payable
not less frequently than monthly and not later than the tenth day following the
expiration of the month in question.
(b) Performance Bonuses. The Employee shall be entitled to
participate with other executive officers of the Bank in performance bonuses as
authorized and declared by the Board to its executive employees.
(c) Expenses. The Employee shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by him (in accordance with
the policies and procedures applicable to the senior executive officers of the
Bank) in performing services hereunder, provided that the Employee properly
accounts therefor in accordance with Bank policy.
3. Benefits.
(a) Participation in Retirement and Employee Benefit Plans.
The Employee shall be entitled while employed hereunder to participate in, and
receive benefits under, all plans relating to pension, thrift, profit-sharing,
group life insurance, medical coverage, education, cash bonuses, and other
retirement or employee benefits or combinations thereof, that are maintained for
the benefit of the Bank's executive employees or for its employees generally.
(b) Fringe Benefits. The Employee shall be eligible while
employed hereunder to participate in, and receive benefits under, any other
fringe benefit plans which are or may become applicable to the Bank's executive
employees or to its employees generally.
4. Term. The term of employment under this Agreement shall be a period
of two years commencing as of the date hereof (the "Commencement Date"), subject
to earlier termination as provided herein.
5. Vacations. The Employee shall be entitled to an annual vacation in
accordance with policy set by the Board. The timing of vacations shall be
scheduled in a reasonable manner by the Employee.
6. Termination of Employment; Death.
(a) The Board may terminate the Employee's employment at any
time, but any termination by the Board other than termination for cause, shall
not prejudice the Employee's right to compensation or other benefits under this
Agreement. The Employee shall have no right to receive compensation or other
benefits for any period after termination for cause. If the employment of the
Employee is involuntarily terminated, other than for "cause" as provided in this
Section 6(a) or pursuant to any of Sections 6(d) through 6(g), or by reason of
death or disability as provided in Sections 6(c) or 7, the Employee shall be
entitled to (i) his then applicable salary for the then-remaining term of the
Agreement as calculated in accordance with Section 4 hereof, payable in such
manner and at such times as such salary would have been payable to the Employee
under Section 2 had he remained in the employ of the Bank, (ii) and health
insurance benefits as maintained by the Bank for the benefit of its senior
executive employees or its employees generally over the then-remaining term of
the Agreement as calculated in accordance with Section 4 hereof.
The terms "termination" or "involuntarily terminated" in this Agreement
shall refer to the termination of the employment of Employee without his express
written consent.
In case of termination of the Employee's employment for cause, the Bank
shall pay the Employee his salary through the date of termination, and the Bank
shall have no further obligation to the Employee under this Agreement. For
purposes of this Agreement, termination for "cause" shall include termination
for personal dishonesty, incompetence, willful misconduct, breach of fiduciary
duty involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule, or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order, or material breach of any
provision of this Agreement.
(b) The Employee's employment may be voluntarily terminated by
the Employee at any time upon 90 days' written notice to the Bank or upon such
shorter period as may be agreed upon between the Employee and the Board. In the
event of such voluntary termination, the Bank shall be obligated to continue to
pay the Employee his salary and benefits only through the date of termination,
at the time such payments are due, and the Bank shall have no further obligation
to the Employee under this Agreement.
(c) In the event of the death of the Employee during the term
of employment under this Agreement and prior to any termination hereunder, the
Employee's estate, or such person as the Employee may have previously designated
in writing, shall be entitled to receive from the Bank the salary of the
Employee through the last day of the calendar month in which his death shall
have occurred, and the term of employment under this Agreement shall end on such
last day of the month.
(d) If the Employee is suspended and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act ("FDIA"), 12
U.S.C. (0) 1818(e)(3) and (g)(1), the Bank's obligations under this Agreement
shall be suspended as of the date of service, unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the Bank may, in its
discretion, (i) pay the Employee all or part of the compensation withheld while
its obligations under this Agreement were suspended and (ii) reinstate in whole
or in part any of its obligations which were suspended.
(e) If the Employee is removed and/or permanently prohibited
from participating in the conduct of the Bank's affairs by an order issued under
Section 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. (0) 1818(e)(4) and (g)(1), all
obligations of the Bank under this Agreement shall terminate as of the effective
date of the order, but vested rights of the contracting parties shall not be
affected.
(f) If the Bank is in default (as defined in Section 3(x)(1)
of the FDIA), all obligations under this Agreement shall terminate as of the
date of default, but this provision shall not affect any vested rights of the
contracting parties.
(g) All obligations under this Agreement shall be terminated,
except to the extent determined that continuation of this Agreement is necessary
for the continued operation of the Bank: (i) by the Director of the Office of
Thrift Supervision (the "Director") or his or her designee, at the time the
Federal Deposit Insurance Corporation ("FDIC") or the Resolution Trust
Corporation ("RTC") enters into an agreement to provide assistance to or on
behalf of the Bank under the authority contained in Section 13(c) of the FDIA;
or (ii) by the Director or his or her designee, at the time the Director or his
or her designee approves a supervisory merger to resolve problems related to
operation of the Bank or when the Bank is determined by the Director to be in an
unsafe or unsound condition. Any rights of the parties that have already vested,
however, shall not be affected by any such action.
7. Disability. If the Employee shall become disabled as defined in the
Bank's then current disability plan or if the Employee shall be otherwise unable
to serve as Senior Vice President, the Employee shall be entitled to receive
group and other disability income benefits of the type then provided by the Bank
for other executive employees.
8. Change in Control.
(a) Involuntary Termination. If the Employee's employment is
involuntarily terminated (other than for cause or pursuant to any of Sections
6(c) through 6(g) or Section 7 of this Agreement) in connection with or within
12 months after a change in control which occurs at any time during the term of
employment under this Agreement, the Bank shall pay to the Employee in a lump
sum in cash within 25 business days after the Date of Termination (as
hereinafter defined) of employment an amount equal to the greater of one (1)
year's salary under Section 2(a) of this Agreement, or his then applicable
salary for the remaining term of this Agreement.
(b) Definitions. For purposes of Sections 6 and 8 of this
Agreement, "Date of Termination" means the earlier of (i) the date upon which
the Bank gives notice to the Employee of the termination of his employment with
the Bank or (ii) the date upon which the Employee ceases to serve as an Employee
of the Bank, and "change in control" is defined solely as any acquisition of
control, as defined in 12 C.F.R. (0) 574.4, or any successor regulation, of the
Bank which would require the filing of an application for acquisition of control
or notice of change in control in a manner as set forth in 12 C.F.R. (0) 574.3,
or any successor regulation.
9. Miscellaneous. This Agreement shall inure to the benefit of and be
enforceable by the personal and legal representatives, executors,
administrators, successors, assigns, heirs, distributees, devisees and legatees
of the parties.
10. Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid. All notices to the Bank shall
be sent to its home office, directed to the attention of the Board of Directors
of the Bank, with a copy to the Secretary of the Bank. All notices to the
Employee shall be sent to the home or other address he has most recently
provided in writing to the Bank.
11. Amendments. This Agreement is subject to the terms of a letter
agreement between the parties dated September 15, 1997, reference to which is
hereby made. Otherwise, no amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided. The parties hereto agree to amend this Agreement to comply with any
required provisions of 12 C.F.R. (0) 563.39(b), as the same may be amended.
12. Paragraph Headings. The paragraph headings used in this Agreement
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
13. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
14. Governing Law. This Agreement shall be governed by the laws of the
United States to the extent applicable and otherwise by the laws of the State of
Ohio.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
CORNERSTONE BANK
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
EMPLOYEE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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