EXECUTIVE DEFERRED COMPENSATION AGREEMENTS
President and Chief Executive Officer Xxxxxxx X. Xxxxxxxx and Vice President and
Chief Operating Officer Xxxxxx X. Xxxxx have each entered into an Executive
Deferred Compensation Agreement ("EDCA") with the Association, the form of which
is attached hereto. The term of each EDCA continues for a period of 12 months at
which time it is reviewed, renewed and/or altered by a resolution of the Board
of Directors. The EDCAs for Messrs. Xxxxxxxx and Swift, pursuant to a resolution
adopted by the Board of Directors on August 25, 1997, have been renewed for a
one year period commencing September 1, 1997, and provide for deferred
compensation payments by the Association of $6,000 per month for each
individual.
As of June 30, 1998, the Board of Directors determined to make a lump
sum contribution of $144,000 to Messrs. Xxxxxxxx and Swift under their
individual EDCAs, in addition to the $6,000 monthly contibutions to be made to
each of them for the remaining two months (July and August 1998) of such
agreements, and to thereafter suspend and make no further contributions under
these agreements. These amounts, together with all other contributions
previously made by the Association will be paid to such individuals in
accordance with the terms their individual EDCA.
EXECUTIVE DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is made as of this 23rd day of November, 1987, by and
between XXXXXXX X. XXXXXXXX (the "Executive") and HOME FEDERAL SAVINGS & LOAN
ASSOCIATION OF NILES, OHIO, (the "Company").
WHEREAS, in order to create an incentive for the continued employment
of the Executive by the Company and to encourage the continued contribution by
the Executive to the profitability of the Company, the parties have determined
that it is in the best interest of the Company and the Executive that the
Company provide an amount equal to $1,000.00 per month for the Executive's
period of employment from September 1, 1987, pro-rated on a per diem basis,
based on 30-day months, to be paid to the Executive upon his termination of
employment with the Company as provided herein.
NOW, THEREFORE, the parties agree as follows:
1. Payment of Deferred Compensation Amount
If the Executive's employment with the Company is terminated because of
permanent disability (as hereinafter defined), death, voluntary resignation, or
by the Company without cause, the Company shall pay to him an amount equal to
the amount accrued pursuant to the contribution agreed upon in the above
paragraph. If both the Executive and his designated beneficiary shall die before
the total deferred compensation contribution has been paid to the Executive, the
remaining portion of the Deferred Compensation Amount shall be paid as promptly
as practicable in one lump sum to the estate of such designated beneficiary or
as specified in the beneficiary's last will and testament, as the case may be.
The beneficiary referred to in this Section may be designated or
changed by the Executive (without the consent of any prior beneficiary) by
written notice delivered to the Company before his death. If no such beneficiary
shall have been designated, or if no designated beneficiary shall survive the
Executive, the payment provided under this Section shall be payable to the
Executive's estate.
For purposes of this Section, the Executive shall be deemed to have
become disabled if the Company shall find on the basis of medical evidence
satisfactory to the Company that the Executive is totally disabled, mentally or
physically, so as to be prevented from engaging in further employment by the
Company and that such disability will be permanent and continuous during the
remainder of his life.
2. Forfeiture of Deferred Compensation Amount
If the Executive's employment with the Company is terminated by the
Company for cause (as hereinafter defined), then no portion of the Deferred
Compensation Amount shall be paid to the Executive and any interest he might
have therein shall be forfeited.
The term "cause" as used herein shall mean such fraud, embezzlement, or
other crimes involving moral turpitude, or such gross or willful neglect of duty
which, in the judgment of the Board of Directors of the Company, justifies no
action other than termination.
3. Term of Agreement
This agreement shall continue for a period of twelve (12) months at
which time this agreement may be reviewed, renewed or altered by the Board of
Directors.
4. Payments
The accrued deferred compensation amount shall be payable in a lump sum
upon the death, disability, voluntary resignation or termination by the Company
without cause, not later than eleven (11) months and twenty-nine (29) days from
date of such occurrence.
It is understood that the Executive shall have no right to the accrued
deferred compensation amount until the occurrence of one of the events set forth
above.
It is expressly understood that the amounts set forth in this agreement
are not secured by the Company and that the Executive has no right during the
term of this agreement to receive or demand payment until the occurrence of one
of the events set forth above.
5. Tax Treatment
Any deferred compensation payable under this agreement shall not be
deemed salary and shall not be included in the Executive's taxable income under
federal and state law until it is actually received by the Executive.
6. Termination of Agreement
This agreement may be terminated by mutual agreement of both parties or
as determined by the Company.
IN WITNESS WHEREOF, the parties have set their hands the day and year
first above written.
HOME FEDERAL SAVINGS & LOAN
ASSOCIATION OF NILES
By: /s/
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By: /s/
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/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
