Exhibit 10 (b)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") effective as of May 15, 2001,
between CITY HOLDING COMPANY, a West Virginia corporation ("Employer"), and
Xxxxx Xxxxxxxx ("Employee"), recites and provides.
Recitals:
A. Employer desires to employ Employee as its Executive Vice President,
Marketing and Human Resources and Executive Vice President, Marketing and Human
Resources of its subsidiary, City National Bank of West Virginia ("City
National"). For purposes of this Agreement, "Employer" shall include City
National where the context so requires.
B. Employer is subject to a formal written agreement with the Office of
the Comptroller of Currency ("OCC"). OCC regulations require issuance of a
notice of non-objection of Employer's employing Employee as its Executive Vice
President, Marketing and Human Resources of Employer and City National. Until
such notice is received, Employer will be employed as a special assistant to the
Board of Directors of Employer in accordance with an interim employment
agreement being entered into on the date hereof.
C. Employee is willing to make his services available to Employer on the
terms and subject to the conditions set forth herein.
Agreement:
In consideration of the mutual covenants contained herein, the parties
agree as follows:
1. Employment. Employee is employed as Executive Vice President, Marketing
and Human Resources of Employer and Executive Vice President, Marketing and
Human Resources of City National. Employee shall have such duties and
responsibilities as are commensurate with such positions. Employee accepts and
agrees to such employment, subject to the general supervision and pursuant to
the orders, advice, and direction of Employer's boards of directors. Employee
shall perform such duties as are customarily performed by one holding such
positions in other same or similar businesses or enterprises as that engaged in
by Employer, and shall also additionally render such other services and duties
as may be reasonably assigned to him from time to time by Employer's chief
executive officer, consistent with his positions. If Employer, without the
written consent of Employee, assigns to Employee duties which Employee deems
inconsistent with the title, position and status of the office of Executive Vice
President, Marketing and Human Resources, such action, at Employee's option, to
be exercised within 60 days of such change, shall constitute "Termination for
Good Reason," with the effect provided for in Section 6(d).
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2. Term of Employment. The term of this Agreement shall commence on the
date of the issuance of a notice of non-objection to Employee's employment as
Executive Vice President, Marketing and Human Resources by the OCC (the "OCC
Non-objection Date") and shall terminate on the day next preceding the third
anniversary of the OCC Non-objection Date, unless extended. On each monthly
anniversary date starting the first month after the OCC Non-objection Date, this
Agreement will be automatically extended for an additional month; provided,
however, that on any one month anniversary date either Employer or Employee may
serve notice to the other party to fix the term to a definite three year period
from the date of such notice and, in such event, no further automatic extensions
will occur. Notwithstanding the foregoing, this Agreement will not be extended
beyond the first day of the month coincident with or next following the date on
which Employee attains age 65. The term of this Agreement as it may be extended
pursuant to this Section 2, or as it may be shortened in accordance with Section
5 or Section 6, is referred to as the "Term."
3. Compensation.
(a) For all services rendered by Employee to Employer under this
Agreement, Employer shall pay to Employee, beginning on the OCC Non-objection
Date, a minimum annual salary at a rate not less than $150,000, payable in
accordance with the payroll practices of Employer applicable to its officers.
(b) Employee shall be paid a minimum bonus for Employer's fiscal
year 2001 of $50,000. Employee shall be paid a bonus at the end of each of
Employer's fiscal years after 2001 payable as follows:
If Employer's Amount of Bonus
Return on Equity is (as a Percentage of Annual Salary)
------------------- ----------------------------------
10% 20%
11% 25%
12% 30%
13% 35%
14% 40%
15% 45%
16% 50%
Any bonus shall be paid to Employee within 30 days of the issuance of
Employer's audited financial statements for a specified fiscal year. "Return on
Equity" shall be determined on a consolidated basis in accordance with generally
accepted accounting principles before extraordinary items. Unless otherwise
approved in the discretion of the board of directors or its executive
compensation committee, (i) no bonus shall be payable if return on equity is
less than 10%, and (ii) the maximum bonus payable under this Subsection 3(b)
shall be 50% of annual salary.
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(c) On the date hereof, Employer's Board of Directors granted
Employee an option to purchase 20,000 shares of Employer Common Stock under
Employer's 1993 Stock Incentive Plan, the terms of which are reflected in a
separate stock option agreement. If this Agreement is terminated pursuant to
Section 6(h), Employee agrees to surrender such options unexercised.
(d) Employee shall participate in the incentive plans of Employer
for which he may become eligible and designated a participant.
(e) Any salary increase payable to Employee shall be determined in
accordance with Employer's annual salary plan, and be based on Employer's
performance and the performance of Employee.
(f) Except as otherwise specifically provided herein, for so long as
Employee is employed by Employer, Employee also shall be paid, on the same basis
as other officers of Employer, employee pension and welfare benefits and group
employee benefits such as sick leave, vacation, group disability and health,
life, and accident insurance and similar indirect compensation which Employer
may from time to time extend to its officers; provided that Employee shall
receive term life insurance coverage in an amount not less than $375,000.
(g) If during the Term of the Agreement Employee becomes eligible
for retirement under Employer's retirement plans and he retires, Employee may
elect to continue receiving the health insurance coverage provided to Employee
prior to retirement at a comparable rate and benefit available to other retired
employees (or, if no such benefit is then made available to other retired
employees, at the rate and benefit available to Employee at the time of
retirement).
(h) For so long as Employee is employed by Employer, Employer shall
pay Employee's reasonable civic club dues.
(i) Employer shall reimburse Employee for his family's reasonable
expenses incurred in relocating from Indianapolis, Indiana to Charleston, West
Virginia.
(j) Employer shall reimburse Employee for the reasonable fees and
charges of Employee's legal counsel and tax advisor incurred in connection with
the negotiation, implementation and exercise of his employment agreements and
benefits from time to time.
(k) In the event that Employer effects a distribution of purchase
rights or warrants or other equity securities to holders of its Common Stock
generally, including, without limitation, a rights offering for the purpose of
raising capital, and the terms of any options or other equity compensation
arrangements then held by Employee do not provide for an equitable adjustment
for Employee's benefit to protect Employee from dilution of Employee's equity
interest resulting therefrom, then Employer shall cause such amount of warrants,
rights or securities to be issued or made available for purchase or exercise by
Employee in the same
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amount and on the same terms and conditions as would be available to a
shareholder holding the number of shares covered by the options or other equity
compensation benefits then held by Employee. Without limiting the foregoing, if
the provisions of Paragraph 11 of Employee's Stock Option Agreement of even date
herewith are not permitted or are limited by the 1993 Stock Incentive Plan, or
if there are insufficient shares available for issuance under such plan to
provide for such adjustment, the Company shall pay to Employee such amount as
may be necessary to hold Employee harmless in respect of its inability to
provide Employee the full benefit of such provision.
4. Covenants of Employee.
(a) Subject to the limitations provided in Subsections 4(b) and 4(d)
(whichever may be applicable), upon termination of Employee's employment prior
to the expiration of the Term, Employee will not, directly or indirectly, either
as a principal, executive officer, employer, stockholder, co-partner or in any
other individual or representative capacity whatsoever, engage in the consumer,
savings or commercial banking business, the savings and loan business, or the
mortgage banking business anywhere in the state of West Virginia or in any
county outside of West Virginia contiguous to West Virginia, nor will Employee
solicit, or assist any other person in so soliciting, any depositors or
customers of Employer or its Affiliates or induce any then or former employee of
Employer or its Affiliates to terminate their employment with Employer or its
Affiliates; provided, however, that nothing herein contained shall be deemed to
prevent or limit the right of Employee to invest in a business similar to
Employer's business if such investment is limited to less than one percent of
the capital stock or other securities of any corporation or similar organization
whose stock or securities are publicly owned or are regularly traded on any
public exchange. The term "Affiliate" as used in this Agreement means a Person
that directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, another Person. The term
"Person" as used in this Agreement means any person, partnership, corporation,
group or other entity.
(b) If Employee voluntarily terminates his employment with Employer
and its Affiliates, Employee will be subject to the provisions of Subsection
4(a) for any period during which Employee receives compensation pursuant to
Subsection 6(e).
(c) If Employee's employment is terminated by Employer or its
Affiliates for Just Cause (as defined in Subsection 6(b)), Employee will not be
subject to the provisions of Subsection 4(a).
(d) If Employee's employment is terminated by Employer or its
Affiliates for reasons other than Just Cause (as defined In Subsection 6(b)) at
any time, Employee will be subject to the provisions of Subsection 4(a) until
the later of: (i) the first anniversary of Employee's termination or (ii) the
date as of which Employee is not entitled to payment of further compensation
because of the last sentence of Subsection 6(c).
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(e) Notwithstanding any other provision of this Agreement to the
contrary, if Employee voluntarily terminates his employment with Employer or its
Affiliates in accordance with Subsection 6(d), Employee will not be subject to
Subsection 4(a).
(f) During the Term of Employee's employment hereunder and
thereafter, and except as required by any court, supervisory authority or
administrative agency or as may be otherwise required by applicable law,
Employee shall not, without the written consent of the Board of Directors of
Employer or a person authorized thereby, disclose to any person, other than an
employee of Employer or an Affiliate thereof or a person to whom disclosure is
reasonably necessary or appropriate in connection with the performance by
Employee of his duties as an employee of Employer or an Affiliate, any
confidential information obtained by him while in the employ of Employer, unless
such information has become a matter of public knowledge at the time of such
disclosure.
(g) The covenants contained in this Section 4 shall be construed and
interpreted in any judicial proceeding to permit their enforcement to the
maximum extent permitted by law. Employee agrees that the restraints imposed
herein are necessary for the reasonable and proper protection of Employer and
its Affiliates and that each and every one of the restraints is reasonable in
respect to such matter, length of time and the area proscribed. Employee further
acknowledges that damages at law would not be a measurable or adequate remedy
for breach of the covenants contained in this Section 4 and, accordingly,
Employee agrees to submit to the equitable Jurisdiction of any court of
competent jurisdiction in Charleston, West Virginia in connection with any
action to enjoin Employee from violating any such covenants.
5. Disability.
If, by reason of physical or mental disability during the Term,
Employee is unable to carry out the essential functions of his employment for 12
consecutive months, his services may be terminated by the Board of Directors
determining so to do upon one month's notice to be given to Employee at any time
after the period of 12 continuous months of disability and while such disability
continues. If, prior to the expiration of the one month period after the giving
of such notice, Employee shall recover from such disability and return to the
full-time active discharge of his duties, then such notice shall be of no
further force and effect and Employee's employment shall continue as if the same
had been uninterrupted. If Employee shall not so recover from his disability and
return to his duties, then his services shall terminate at the expiration date
of such one month's notice with the same force and effect as if that date had
been the date of termination originally provided for hereunder. During the first
12 months of the period of Employee's disability, Employee shall continue to
earn all compensation (including bonuses and incentive compensation) to which
Employee would have been entitled as if he had not been disabled, such
compensation to be paid at the time, in the amounts, and in the manner provided
in Subsection 3(a), and to be reduced by the amount of any compensation received
pursuant to any applicable disability insurance plan of Employer. Thereafter,
Employee shall receive compensation to which he is entitled under any applicable
disability insurance plan. At
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that time Employee shall also be deemed to have voluntarily terminated his
employment and shall be entitled to receive Termination Compensation as set
forth in Subsection 6(e), reduced by the amount of any compensation received
pursuant to any applicable disability insurance plan of Employer. If a dispute
arises between Employee and Employer concerning Employee's physical or mental
ability to continue or return to the performance of his duties as aforesaid,
Employee shall submit to examination by a competent physician mutually agreeable
to the parties, and his opinion as to Employee's capability to so perform will
be final and binding. Upon termination of Employee's services by reason of
disability, the Term shall end.
6. Termination.
(a) If Employee shall die during the Term, this Agreement and the
employment relationship hereunder will automatically terminate on the date of
death, which date shall be the last date of the Term. Notwithstanding this
Subsection 6(a), if Employee dies while employed by Employer, Employee's estate
shall receive annually forty percent (40%) of the Termination Compensation (as
defined below) for the Applicable Severance Period (defined below), but payments
shall cease, if applicable, following the month in which Employee would have
reached age 65.
"Termination Compensation" means the highest amount of cash compensation
paid (or earned and payable whether or not deferred) to or for the benefit of
Employee in respect of any of the three most recent calendar years ending prior
to the date of termination, determined by reference to the annual cash
compensation (salary and bonus) reflected in columns (c) and (d) of the summary
compensation table set forth in Employer's proxy statement for such year, or, in
the absence of such previously reported table, by reference to the amount of
such compensation as would be reflected for such year in such a summary
compensation table prepared in accordance with Item 402(b) of Regulation S-K of
the Securities and Exchange Commission; provided that if termination occurs
prior to March 31, 2002, such amount shall be $200,000.
"Applicable Severance Period" means the period of time set forth below if
termination occurs during the corresponding period indicated:
Severance Period Termination Date
---------------- ----------------
1 year On or before May 15, 2002
2 years After May 15, 2002
In addition, as used in Subsections 6(a) and 6(e), if termination occurs after
May 15, 2002, the "Applicable Severance Period" means the period of time set
forth below if termination occurs during the corresponding period:
Severance Period Termination Date:
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2 years After May 15, 2002 through May 15, 2003
3 years After May 15, 2003 through May 15, 2004
4 years Thereafter through May 15, 2005
5 years After May 15, 2005
(b) Employer shall have the right to terminate Employee's employment
under this Agreement at any time for Just Cause, which termination shall be
Effective immediately. Termination for "Just Cause" shall include termination
for Employee's personal dishonesty, gross incompetence, willful misconduct,
breach of a 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 a final cease-and-desist order,
conviction of a felony or of a misdemeanor involving moral turpitude, unethical
business practices in connection with Employer's business, misappropriation of
Employer's assets (determined on a reasonable basis) or those of its Affiliates,
or material breach of any other provision of this Agreement, provided that
Employee has received written notice from Employer of such material breach and
such breach remains uncured 30 days after the delivery of such notice. In the
event Employee's employment under this Agreement is terminated for Just Cause,
Employee shall have no night to receive compensation or other benefits under
this Agreement for any period after such termination.
(c) Employer may terminate Employee's employment other than for
"Just Cause," as described in Subsection 6(b), at any time upon written notice
to Employee, which termination shall be Effective immediately. In the event
Employer terminates Employee pursuant to this Subsection 6(c), Employee will
nevertheless receive Termination Compensation for the Applicable Severance
Period. Provided, that if such termination occurs within six (6) months
preceding or within 24 months following a Change of Control (defined below),
Employee shall be entitled instead, at his election, to receive (i) any
compensation due but not yet paid through the date of termination, and (ii) in
lieu of any further salary payments from the date of termination to the end of
the Term, an amount equal to the Termination Compensation times 2.00. In
addition, Employee shall continue to receive health insurance coverage from
Employer on the same terms as were in effect prior to Employee's termination,
either under Employer's plans or comparable coverage, for all periods Employee
receives Termination Compensation or, in the case of election by Employee to
receive a lump sum payment as provided above, during the Applicable Severance
Period. Notwithstanding anything in this Agreement to the contrary, if Employee
breaches Subsection 4(a) or Subsection 4(d), Employee will not be entitled to
receive any further compensation or benefits pursuant to this Subsection 6(c).
(d) Employee may voluntarily terminate employment with Employer (i)
pursuant to the last sentence of paragraph 1 or paragraph 8(g) hereof, or (ii)
for "Good Reason". In either such event, Employee shall be entitled to receive
(i) any compensation due but not yet paid through the date of termination, and
(ii) in lieu of any further salary payments from the date of termination to the
end of the Term, an amount equal to the Termination Compensation times 2.00. In
addition, Employee shall continue to receive health insurance coverage from
Employer
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on the same terms as were in effect prior to Employee's termination, either
under Employer's plans or comparable coverage, during the Applicable Severance
Period.
"Good Reason" shall mean the occurrence of any of the following events
without Employee's express written consent:
(i) the assignment to Employee of duties inconsistent with the
position and status of the offices and positions of Employee provided for
herein;
(ii) a reduction by Employer in Employee's pay grade or base
salary as then in effect or the exclusion of Employee from participation
in Employer's benefit plans in which he previously participated as in
effect at the date hereof or as the same may be increased from time to
time during the term of this Agreement or Employer's failure to increase
(within 12 months of Employee's last increase in base salary) Employee's
base salary in an amount which at least equals, on a percentage basis, the
average percentage increase in base salary for all executives entitled to
participate in Employer's executive incentive plans for which Employee was
eligible during the preceding 12 months;
(iii) an involuntary relocation of Employee more than 50 miles
from the location where Employee worked immediately following his most
recent voluntary relocation or the breach by Employer of any other
material provision of this Agreement;
(iv) any purported termination of the employment of Employee
by Employer which is not effected in accordance with this Agreement; or
(v) the occurrence of a Change of Control within the period of
24 months preceding such termination.
A "Change of Control" shall be deemed to have occurred if (i) any person
or group of persons (as defined in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934) together with its affiliates, excluding employee benefit
plans of Employer, is or becomes, directly or indirectly, the "beneficial owner"
(as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934)
of securities of Employer representing 20% or more of the combined voting power
of Employer's then outstanding securities; or (ii) during the term of this
Agreement as a result of a tender offer or exchange offer for the purchase of
securities of Employer (other than such an offer by Employer for its own
securities), or as a result of a proxy contest, merger, consolidation or sale of
assets, or as a result of any combination of the foregoing, individuals who at
the beginning of any two-year period during the term of this Agreement
constitute Employer's Board of Directors, plus new directors whose election or
nomination for election by Employer's shareholders is approved by a vote of at
least two-thirds of the directors still in office who were directors at the
beginning of such two-year period, cease for any reason during such two-year
period to constitute at least two-thirds of the members of such Board of
Directors; or (iii) the shareholders of Employer approve a merger or
consolidation of Employer with any other corporation or entity regardless of
which entity is the survivor, other than a merger or
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consolidation which would result in the voting securities of Employer
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or being converted into voting securities of the surviving
entity) at least 80% of the combined voting power of the voting securities of
Employer or such surviving entity outstanding immediately after such merger or
consolidation; or (iv) the shareholders of Employer approve a plan of complete
liquidation or winding-up of Employer or an agreement for the sale or
disposition by Employer of all or substantially all of Employer's assets; or (v)
any event which Employer's Board of Directors determines should constitute a
Change of Control.
(e) Notwithstanding any other provision of this Agreement to the
contrary, in the event that Employee voluntarily terminates employment with
Employer, Employee will be entitled to receive annually forty percent (40%) of
the Termination Compensation through the end of the Applicable Severance Period
(so long as Employee complies with Subsection 4(a)) or, if earlier, through the
date on which Employee reaches age 65. Such Termination Compensation shall be
payable at the times such amounts would have been paid in accordance with
Section 3(a). In addition, Employee shall continue to receive health insurance
coverage from Employer on the same terms as were in effect prior to Employee's
termination, either under the Employer's plans or comparable coverage, for all
periods Employee receives Termination Compensation pursuant to this Subsection
6(e), so long as Employee complies with Subsection 4(a). If, at the time of
termination, circumstances exist which would permit Employee to terminate his
employment and be entitled to the benefits provided for tinder paragraph 6(d),
Employee may elect to terminate employment either pursuant to paragraph 6(d) or
this paragraph 6(e). No voluntary termination of employment by Employee under
this paragraph 6(e) shall be deemed to be made in connection with a Change of
Control for any reason.
(f) In receiving any payments pursuant to this Section 6, Employee
shall not be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to Employee hereunder, and such amounts
shall not be reduced or terminated whether or not Employee obtains other
employment.
(g) In the event that Employer's independent public accountants or
the Internal Revenue Service determine, at any time during or after expiration
of this Agreement, that Employee has collected an amount arising from any and
all sources of compensation from Employer (including, without limitation, by
virtue of the immediately following sentence) exceeding the product of 2.99 and
Employee's "base amount" as defined in Section 280G(b)(3) of the Code (the "Code
ss. 280G Maximum"), notwithstanding any provision of this agreement or any plan
or arrangement of Employer to the contrary, Employer shall pay Employee 147.5%
of the federal excise taxes payable by Employee under Code ss. 4999. If, by
virtue of any plan or arrangement of Employer, benefits to which Employee would
otherwise be entitled would be curtailed or reduced because Employee may collect
an amount exceeding the Code ss. 280G Maximum, Employer shall nevertheless pay
to Employee an amount equal to 100% of the value by which such benefits are
curtailed or reduced.
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(h) Notwithstanding anything in this Agreement to the contrary, if
the OCC should not issue a notice of non-objection to employment of Employee by
Employer as its Executive Vice President, Marketing and Human Resources as
described in Recital B, this Agreement shall terminate without any further
obligation under any of its provisions of Employer to Employee or of Employee to
Employer, and from such date of non-approval this Agreement shall be null and
void, except for Employee's covenant to surrender the stock options provided for
in Subsection 3(c).
7. Other Employment.
Employee shall devote all of his business time, attention, knowledge and
skills solely to the business and interest of Employer and its Affiliates, and
Employer and its Affiliates shall be entitled to all of the benefits, profits
and other emoluments arising from or incident to all work, services and advice
of Employee, and Employee shall not, during the Term hereof, become interested
directly or indirectly, in any manner, as partner, officer, director.
stockholder, advisor, employee or in any other capacity in any other business
similar to Employer's business; provided, however, that nothing herein contained
shall be deemed to prevent or limit the right of Employee to invest in a
business similar to Employer's business if such investment is limited to less
than one percent of the capital stock or other securities of any corporation or
similar organization whose stock or securities are publicly owned or are
regularly traded on any public exchange.
8. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of West Virginia without regard to conflicts of law
principles thereof.
(b) This Agreement constitutes the entire Agreement between Employee
and Employer, with respect to the subject matter hereof, and supersedes all
prior agreements with respect thereto. Without limiting the foregoing, Employee
agrees that this Agreement satisfies any rights he may have had under any prior
agreement or understanding with Employer with respect to his employment by
Employer.
(c) This Agreement may be executed in one or more counterparts, all
of which, taken together, shall constitute one and the same instrument.
(d) Any notice or other communication required or permitted under
this Agreement shall be effective only if it is in writing and delivered in
person or by reliable overnight courier service or deposited in the mails,
postage prepaid, return receipt requested, addressed as follows:
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To Employer:
City Holding Company
00 Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxx Xxxxxxxx 00000
(000) 000-0000
Attention: Corporate Secretary
To Employee:
Xxxxx Xxxxxxxx
0000 X. Xxxxxx Xxxxx
Xxxxxx, XX 00000
(000) 000-0000
Notices given in person or by overnight courier service shall be deemed given
when delivered to the address required by this Subsection 8(d), and notices
given by mail shall be deemed given three days after deposit in the mails. Any
party hereto may designate by written notice to the other party in accordance
herewith any other address to which notices addressed to him shall be sent.
(e) 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 It is understood and
agreed that no failure or delay by Employer or Employee in exercising any right,
power or privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or tile exercise of any other right, power or privilege
hereunder.
(f) In the event any dispute shall arise between Employee and
Employer as to the terms or interpretations of this Agreement, whether
instituted by formal legal proceedings or otherwise, including any action taken
by Employee to enforce the terms of this Agreement or in defending against any
action taken by Employer, Employer shall reimburse Employee for all reasonable
costs and expenses, including reasonable attorneys' fees, arising from such
dispute, proceeding or action, if Employee shall prevail in any action initiated
by Employee or shall have acted reasonably and in good faith in defending
against any action initiated by Employer. Such reimbursement shall be paid
within 10 days of Employee furnishing to Employer written evidence, which may be
in the form, among other things, of a canceled check or receipt, of any costs or
expenses incurred by Employee. Any such request for reimbursement by Employee
shall be made no more frequently than at 60 day intervals.
(g) Should Employee die after termination of his employment with
Employer while any amounts are payable to him hereunder, this Agreement shall
inure to the benefit of and be enforceable by Employee's executors,
administrators, heirs, distributees, devisees and legatees and all amounts
payable hereunder shall be paid in accordance with the terms of this Agreement
to Employee's devisee, legatee or other designee or, if there is no such
designee, to his estate. Employer shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or other-wise) to all or
substantially all of the business or assets of Employer, by agreement in form
and substance reasonably satisfactory to Employee to
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expressly assume and agree to perform this Agreement in the same manner and same
extent that Employer would be required to perform it if no such succession had
taken place. Failure of Employer to obtain such agreement prior to the
effectiveness of any such succession shall be deemed "Good Reason", permitting
termination by Employee pursuant to paragraph 6(d). As used in this Agreement,
"Employer" shall mean Employer as hereinbefore defined and any successor to its
business or assets as aforesaid.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
CITY HOLDING COMPANY
By: /s/ Xxxxxx X. XxXxxxxxxx
------------------------------------------
Name: Xxxxxx X. XxXxxxxxxx
Title: Chairman of the Board of Directors
EMPLOYEE:
/s/ Xxxxx Xxxxxxxx
------------------------------------------
Xxxxx Xxxxxxxx
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