1
EXHIBIT 10(b)
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
XXXX X. XXXXXXX
2
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
The term "Change in Control, " "Change in Control of the Bank" or
"Change in Control of the Corporation" as used in this Employment Agreement (the
"Agreement")] is amended effective as of this 16th day of July, 1997 to read as
set forth hereinafter. From and after the date hereof, any reference herein or
in the Agreement to the "Corporation" or the "Company" shall mean Emerald
Financial Corp., an Ohio corporation, and any reference to the "Bank" shall mean
The Strongsville Savings Bank, an Ohio-chartered savings and loan association.
For purposes of the Agreement, a "Change in Control" shall mean:
(i) The acquisition by a person or persons acting in concert of
the power to vote twenty five percent (25%) or more of a class
of the Corporation's voting securities, or the acquisition by
a person of the power to direct the Corporation's management
or policies, if the Board of Directors or the Office of Thrift
Supervision has made a determination that such acquisition
constitutes or will constitute an acquisition of control of
the Corporation for the purposes of the Savings and Loan
Holding Company Act or the Change in Bank Control Act and the
regulations thereunder;
(ii) during any period of two (2) consecutive years during the term
of this Agreement, individuals who at the beginning of such
period constitute the Board of Directors of the Bank or the
Corporation cease for any reason to constitute at least a
majority thereof, unless the election of each director who was
not a director at the beginning of such period has been
approved in advance by directors representing at least two
thirds (2/3) of the directors then in office who were
directors in office at the beginning of the period;
(iii) the Corporation shall have merged into or consolidated with
another corporation, or merged another corporation into the
Corporation, on a basis whereby less than fifty percent (50%)
of the total voting power of the surviving corporation is
represented by shares held by former shareholders of the
Corporation prior to such merger or consolidation; or
(iv) the Corporation shall have sold substantially all of its
assets to another person. The term "person" refers to an
individual, corporation, partnership, trust, association,
joint venture, pool, syndicate, sole proprietorship,
unincorporated organization or other entity.
3
IN WITNESS WHEREOF, we have hereunto set our hands as of this 16th day of July
1997.
THE STRONGSVILLE SAVINGS BANK EXECUTIVE
By: \s\ XXXXXX X. XXXXXXX \s\ XXXX X. XXXXXXX
-------------------------- ---------------------------
Xxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx
Its: President
EMERALD FINANCIAL CORP.
By: \s\ XXXXXX X. XXXXXXX
--------------------------
Xxxxxx X. Xxxxxxx
Its: President
