PART-TIME EMPLOYMENT AND CONSULTING AGREEMENT
Exhibit 10.1
PART-TIME EMPLOYMENT AND CONSULTING AGREEMENT
This Part-Time Employment and Consulting Agreement (hereinafter the “AGREEMENT”) is made this
17th day of February, 2006, by and between Croghan Bancshares, Inc. (hereinafter
“CROGHAN”), an Ohio corporation and sole shareholder of The Xxxxxxx Colonial Bank, an Ohio
chartered bank (hereinafter the “BANK”), and Xxxxx X. Xxxxxx, Vice President and Treasurer of
CROGHAN and Senior Vice President and Chief Financial Officer of the BANK (hereinafter “MEHLOW”);
WITNESSETH
WHEREAS, MEHLOW has decided to resign his employment and accept an employment opportunity in
another industry;
WHEREAS, CROGHAN has reluctantly accepted the resignation of MEHLOW;
WHEREAS, MEHLOW has extensive knowledge about the business practices, procedures and other
matters pertaining to XXXXXXX, and XXXXXXX desires to maintain, on a formal basis, access to the
knowledge, information, contacts and expertise of MEHLOW;
WHEREAS, CROGHAN desires to retain MEHLOW to assist it in (i) recruiting and employing a new
Chief Financial Officer and (ii) addressing the financial and auditing needs of CROGHAN during the
transition to a new Chief Financial Officer; and
WHEREAS, MEHLOW has agreed, upon the terms and conditions set forth herein, to assist CROGHAN
in (i) recruiting and employing a new Chief Financial Officer and (ii) addressing the financial and
auditing needs of CROGHAN during the transition to a new Chief Financial Officer;
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements herein contained, CROGHAN and XXXXXX, intending to be legally bound, hereby agree as
follows:
1. Following MEHLOW’s resignation on February 20, 2006, MEHLOW shall assist CROGHAN in the
process of recruiting and employing a new Chief Financial Officer and addressing the financial and
auditing needs of CROGHAN as a part-time employee through March 5, 2006. As a part-time employee,
MEHLOW shall devote at least seven (7) hours per business day in exchange for which he shall be
compensated at the rate of $61.78 per hour.
2. Commencing on March 6, 2006, MEHLOW agrees to serve as a consultant to CROGHAN on an
as-needed basis not to exceed ten (10) hours per week in exchange for which he shall receive a
consulting fee of $61.78 per hour. The consulting arrangement set forth in this Section 2 shall
terminate on May 10, 2006, unless
CROGHAN and MEHLOW mutually agree to extend the consulting arrangement beyond such date.
3. MEHLOW acknowledges that during his employment with CROGHAN and the BANK he has had access
to, and in the performance of his obligations pursuant to this AGREEMENT he will have access to,
certain confidential and proprietary information regarding CROGHAN, the BANK and their respective
customers and businesses. MEHLOW acknowledges and agrees that such confidential and property
information is the exclusive property of CROGHAN and the BANK, and MEHLOW agrees and covenants not
to disclose or use for his own benefit, or the benefit of any other person or entity, any such
information unless or until CROGHAN consents to such disclosure or use or such information becomes
common knowledge in the industry or is otherwise legally in the public domain. It is specifically
agreed and stipulated that the rights and obligations under this Section 3 may be enforced by
injunctive relief and that any standard of irreparable injury has been satisfied. The provisions
of this Section 3 shall survive the termination of this AGREEMENT.
4. This Agreement sets forth the entire agreement of the parties with respect to the subject
matter hereof and supersedes and discharges all prior agreements and negotiations and all
contemporaneous oral agreements concerning such subject matter and negotiations.
5. This Agreement may be executed in counterparts, each of which shall be deemed to be a
duplicate original, but all of which taken together shall be one and the same instrument.
6. This Agreement shall be governed by and construed in accordance with the laws of the State
of Ohio.
IN WITNESS WHEREOF, the parties or authorized representatives of the parties have executed
this Agreement as of the date first above written.
| /s/ Xxxxx X. Xxxxxx | ||
| Xxxxx X. Xxxxxx |
| CROGHAN BANCSHARES, INC. |
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| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| President and CEO | ||||
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