1
EXHIBIT 10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
___________, 1999, by and between FIFTH THIRD BANCORP, an Ohio corporation (the
"Company") and XXXXX X. XXXXXXXX (the "Employee").
W I T N E S S E T H :
WHEREAS, pursuant to the terms of an Affiliation Agreement, dated as of the date
hereof (the "Affiliation Agreement"), CNB Bancshares, Inc., an Indiana
Corporation ("CNB") will merge with and into Company with the Company as the
surviving corporation; and,
WHEREAS, the services of the Employee are of a special, unique and unusual
character which gives them distinctive value and the Company desires that the
Employee continue after the merger to render services to the Company, in
accordance with the terms and conditions set forth herein; and,
WHEREAS, the Employee desires to be employed by the Company pursuant to the
terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual benefits and
covenants contained herein, it is hereby agreed as follows:
1. EMPLOYMENT. The Company hereby employs the Employee and the Employee
hereby accepts employment with the Company, all in accordance with the
terms and conditions hereof on the Effective Time (as defined in the
Affiliation Agreement) and expiring on the date three (3) years from
the Effective Time (the "Expiration Date") or the Employee's employment
with the Company is terminated as hereinafter provided. The term of the
Employee's employment as set forth above is referred to herein as the
"Employment Period".
2. DUTIES.
2.1 During the Employment Period, the Employee shall be employed
by the Company in the position of Chief Executive Officer of
Fifth Third Bank, Indiana and shall be subject to the general
supervision, direction and control of the Board of Directors
of the Company and the Board of Directors of the Bank in which
Employee is employed (the "Board"). The Employee shall use his
reasonable best efforts to perform such duties as are
customary and appropriate in such capacities or offices.
2
2.2 During the Employment Period, the Employee shall devote
Employee's substantial business time, energies, attention and
ability to the business of the Company, and shall perform the
duties of Employee's employment with the Company and of any
office or offices held by Employee in the Company to the best
of his abilities. It is understood and agreed that, without
prior written approval from the Board (which approval shall
not be unreasonably withheld), the Employee may not engage as
an employee or active participant in any other business
activities during the period of Employee's employment by the
Company, whether or not for profit or other pecuniary
advantage. Notwithstanding the foregoing, (a) nothing
contained in this Section 2.2 shall preclude the Employee from
any investment or activity that existed at the time of this
Agreement and which was disclosed by the Employee to the
Company, (b) the Employee may make personal financial
investments after the date of this Agreement which do not
involve any active participation on Employee's part if such
investments are made in compliance with Section 5.2 below, and
(c) the Employee may engage in charitable, educational,
religious, civic, trade associations and similar types of
activities, and (d) the Employee may serve on the board of
directors of such other entities as may be approved by the
Board; provided, however, that any such activities described
in item (c) above must be reported promptly to the Board, and
any activities described in items (a) through (d) above (i)
must not materially interfere with the business of the Company
or any Affiliate (as defined in Section 2.3 below) or the
performance of the Employee's duties under this Agreement, and
(ii) must not materially conflict with the Company's or any
Affiliate's policies concerning conflicts of interest. Any
director's or other fees received by the Employee related to
activities described in (a) and (d) above may be retained by
such Employee.
2.3 For purposes of this Agreement, an "Affiliate" of any person
shall mean any other person directly or indirectly controlling
or controlled by or under direct or indirect common control
with such specified person. For the purposes of this
definition, "control" when used with respect to any specified
person means the power to direct the management and policies
of such person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and
the terms "controlling" and "controlled" have meanings
correlative to the foregoing. The term "person", for purposes
of this definition, shall include any corporation,
partnership, limited liability company, trust or other entity
but shall not include any individual. The Employee
acknowledges that all references to an "Affiliate" of the
Company shall include, without limitation, any of its direct
or indirect wholly owned or majority-owned subsidiaries.
2
3
\3. COMPENSATION.
3.1 As consideration for the services that the Employee shall
render hereunder, the Employee shall be entitled to the
following, subject to the provisions of Section 4:
(a) Annual Salary - During the Employment Period,
Employee will receive an annual salary of $500,000
("Annual Base Salary") which shall be increased
annually in accordance with Company practices for
similarly situated executives. The Annual Base Salary
will be payable in accordance with the standard
payroll practices of the Company.
(b) Variable Compensation - During the Employment Period,
Employee will participate in the Company's Variable
Compensation Plan and will be eligible to earn
Variable Compensation in an amount up to eighty
percent (80%) of Employee's Annual Base Salary.
Variable Compensation shall be determined in the same
manner and paid to Employee at the same time as
Variable Compensation is determined and distributed
to other executives of the Company and its affiliated
banks.
(c) Incentive Award - On the Effective Date, the Company
will issue to the Employee 47,000 shares of the
Company's common stock, ("Restricted Stock"). The
shares will be subject to the restriction that the
Employee remain employed by the Company until the
restrictions on the Restricted Stock lapses with such
restriction lapsing with respect to the first
twenty-five percent (25%) on the six-month
anniversary of the Effective Date and the remaining
restrictions lapsing in three equal installments on
the first three anniversaries of the Effective Date,
provided, however, that if the Employee's employment
by Company shall be terminated on account of death,
disability or any reason other than a termination by
the Company for Cause, the restrictions then
remaining on the Restricted Stock, if any, shall
thereupon lapse. Except as otherwise provided herein,
the Restricted Stock shall be issued pursuant to the
terms and conditions of the Fifth Third Bancorp 1998
Long-Term Incentive Plan (the "Stock Plan").
(d) Option Awards - After the Effective Date, the
Employee will be eligible to receive Employee option
shares of the Company's common stock (an "Option")
pursuant to the terms of the Company's existing Stock
Plan. Each Option will have an exercise price equal
to the fair market value of the stock subject thereto
as of the date of grant and will be issued with the
same terms and conditions of grants to other
executive officers of the
3
4
Company. Employee's Option will not be for less than
50,000 shares and may be up to 80,000 shares each
year at the time that grants are made generally to
the executive officers of the Company. The number of
Option Shares granted annually will be adjusted so as
to give the Employee the economic benefit of stock
dividends, splits or other reclassifications in the
same manner as such adjustments are provided to other
similarly situated executives.
(e) The Employee shall be entitled to participate on a
non-discriminatory basis with credit for term of
service with CNB, with all other similarly situated
employees of the Company, in any 401(k), insurance or
medical insurance plan, or other benefit plan adopted
by the Company, or an Affiliate of the Company and in
effect from time to time, to the extent that such
plan is made available to similarly situated
employees of the Company and the Employee is eligible
to participate in such plan under the applicable
provisions thereof.
(f) The Employee shall be entitled to participate in any
benefit plan or program made available to senior
management employees of the Company, in accordance
with the terms and conditions of such plan or
program.
(g) Notwithstanding any provision contained herein or in
the Affiliation Agreement, the Employee shall retain
any benefit that he had accrued under any employee
benefit plan sponsored by or any agreement with CNB
or any of its affiliates as of the day preceding the
Effective Time (as defined in the Affiliation
Agreement). By way of example, and not by way of
limitation, the Employee shall be entitled to all
pension, retirement and/or deferred compensation
accrued under such plans or as of such date.
3.2 The Employee shall be entitled to reimbursement privileges
with respect to reasonable business expenses in accordance
with the Company's standard reimbursement policy for employees
of the Company.
3.3 The Employee agrees that, unless otherwise approved in writing
by the Board, the Employee shall not receive any additional
compensation for serving as an officer or director of the
Company.
4. TERMINATION. Employment under this Agreement shall terminate prior to
the
4
5
Expiration Date upon the occurrence of any of the following events:
4.1 Mutual Agreement. The parties mutually agree to the
termination of the Employee's employment with the Company
under this Agreement. In the event of such termination (other
than pursuant to the sole decision of Employee to resign other
than a Resignation for Good Reason pursuant to Section 4.4)
the parties shall mutually agree as to the treatment of
compensation and benefits to be paid hereunder.
4.2 Death or Total Disability.
(a) The Employee's employment with the Company under this
Agreement shall terminate in the event of the death
or Total Disability (as defined below) of the
Employee.
(b) The Employee's right to receive Annual Base Salary
under Section 3.1(a) shall terminate at the end of
the month during which death or Total Disability
occurs; provided, however, that whether or not a
Total Disability of the Employee shall have occurred,
any payments pursuant to a salary continuation or
disability insurance plan of the Company shall be
deducted from any salary which may otherwise be paid
to the Employee during the period of the Employee's
illness or incapacity; and, provided further, that
Employee shall be entitled to receive any
compensation that was awarded to the Employee prior
to the date of termination but remains unpaid. The
restrictions on the Restricted Stock described in
Section 3.1(c) shall lapse and the Option described
in Section 3.1(d) will vest and will be exercisable
in accordance with the Stock Plan, or such other
relevant benefit plan.
(c) For the purposes of this Agreement, "Total
Disability" shall be deemed to have the meaning set
forth in any long term disability insurance plans in
which Employee participates, or, if no such plan is
in place, when the Employee shall have been unable to
perform the duties of the Employee's employment by
reason of illness or incapacity for a period of
ninety (90) consecutive days or for a period of one
hundred twenty (120) days in any period of fifty-two
(52) consecutive weeks, all as determined in good
faith by the Board.
4.3 Termination for Cause.
(a) The Employee's employment with the Company under this
Agreement may
5
6
be terminated by the Company for Cause, at any time
upon written notice from the Company to the Employee.
For purposes of this Agreement, the term "Cause"
shall be defined as: (i) any intentional and material
breach of any of the terms of this Agreement by the
Employee and any such breach shall not be remedied
within sixty (60) days from the date the Company
delivers written notice thereof to Employee
specifically identifying the nature of the facts
constituting Cause under any such case which such
delivery of such notice shall have been expressly
authorized in advance by a duly adopted resolution of
the Board of Directors of the Company; (ii) the Board
of Directors of Company determining in good faith and
after due inquiry that Employee has committed fraud,
embezzlement, misappropriation; or any serious
willful misconduct in connection with his employment
hereunder and such determination shall have been made
in a duly adopted resolution of such Board of
Directors; (iii) any violation of any statutory or
common law fiduciary duty or duty of loyalty to the
Company or any of the Company's clients as determined
by a final nonappealable court of competent
jurisdiction; (iv) any final nonappealable finding or
adjudication by a court, government agency or
regulatory authority that the Employee has violated
any law, rule or regulation relating to the
regulation of banks or financial institutions, which
finding or adjudication, in the reasonable judgment
of the Board, would have a material adverse effect on
the reputation or business of the Company and its
Affiliates on a consolidated basis; or (v) any final
nonappealable order, judgment or decree (whether
entered by consent or after trial or adjudication) of
any court, government agency or regulatory authority
which censures or imposes any sanctions on the
Employee in connection with banking or financial
institutions related activities or which enjoins,
bars, suspends or otherwise limits the Employee from
engaging in any activity in connection with the
business of banking or financial institutions.
(b) Upon any termination pursuant to Section 4.3(a) the
Employee (i) shall be entitled to all accrued but
unpaid Annual Base Salary under Section 3.1(a)
through the date of termination, and (ii) shall
forfeit all entitlements to Variable Compensation
provided under Section 3.1(b) and all other unpaid
Annual Base Salary related benefits.
4.4 Termination Other Than for Cause; Resignation by the Employee
for Good Reason. If the Company terminates the Employee's
employment for any reason other than Cause (as defined in
Section 4.3) or in the event of the
6
7
Employee's Resignation for Good Reason, the Employee shall be
entitled to receive all payments and benefits described in
this Agreement, including, but not limited to, Annual Base
Salary, as described in Section 3.1(a); the maximum amount of
the Variable Compensation, as described in Section 3.1(b); and
the maximum amount of the Incentive Award, as described in
Section 3.1(c) and the maximum amount of the Option Awards for
the remainder of the Employment Period, provided that such
payments shall be conditioned upon and subject to the Employee
executing a valid general release and waiver (in a form
reasonably satisfactory to the Company and the Employee)
waiving all claims that the Employee may have against the
Company, its subsidiaries, affiliates, employees, directors,
consultants, shareholders, advisors, successors and assigns
except for rights under retirement or any other benefit plans
or programs. Notwithstanding any provision contained in the
Stock Plan, if the Employee's employment is terminated
pursuant to this Section 4.4, he shall be entitled to receive
and exercise, as applicable, all of the Restricted Stock and
the Option granted to him under Section 3.1(c) and 3.1(d) and
this Section 4.4 (both vested and, if applicable, unvested) at
any time prior to the date which is the expiration date
provided when such options were granted. For purposes of this
Agreement, "Resignation for Good Reason" shall mean the
termination of this Agreement by the Employee within one
hundred eighty (180) days after the occurrence of any of the
following events (without the consent of the Employee): (i)
Employee is required to move to a new principal work location
that is more than 50 miles from Employee's work location while
with CNB, (ii) Employee's duties under this Agreement are
substantially reduced, (iii) a material breach of this
Agreement by the Company (including without limitation an
assignment or deemed assignment of this Agreement by Company
otherwise than in compliance with Section 9 hereof), or (iv) a
reduction in the Employee's Base Salary or any other
compensation or benefit other than a change in benefits that
applies severally to executives of the Company; provided that
in each of (i) through (iv) above, the Employee serves notice
on the Board within ninety days after such event specifically
delineating the circumstances that he reasonably believes
constitute Good Reason and allows the Company thirty days to
correct such circumstances.
5. RESTRICTED ACTIVITIES. In consideration of the benefits to be derived
by the Employee under this Agreement, and to preserve the goodwill
associated with the business of the Company, the Employee hereby agrees
to the following restrictions on the Employee's business activities:
7
8
5.1 (a) As a separate and independent covenant, the Employee
agrees that, during the Restricted Period (as defined
below), the Employee shall not directly or
indirectly, whether for his own account or for the
account of any other person, firm, corporation, or
other business organization, while Employee maintains
a office or directly conducts business with customers
in any of the states of Ohio, Kentucky, Indiana,
Illinois, Michigan, Florida or Arizona, (i) engage in
providing Banking Services (as defined below) in any
such state on behalf of any other business
organization who is a competitor of the Company, (ii)
personally be involved in instigating or directing
another in providing Banking Services to any Client
(as defined below), (iii) make any statement or take
any actions intended by Employee to interfere with
the Company's or any Affiliate's business
relationships with any Client, (iv) personally be
involved in instigating or directing another in
inducing or attempting to induce any Client to enter
into any banking business relationship with any
person or firm other than the Company or an Affiliate
relating to Banking Business of any type, (v)
personally be involved in instigating or directing
another to entice away from the Company any person
who the Employee has actual knowledge that such
person is, or was at any time during the period the
Employee was employed by the Company or during the
Restricted Period, employed by or associated with the
Company as an executive, officer, employee.
Notwithstanding any provision contained in this
Section 5.1(a), the restrictions contained herein
shall not be applicable to any activity of the
Employee or any activity of his spouse which existed
at the time of this Agreement and which was disclosed
by the Employee to the Company.
(b) The term "Restricted Period" shall mean the period
beginning on the Effective Date and ending one year
after termination of Employee's employment, or if
later, the termination of his services as a director
of the Company.
(c) The term "Banking Services" shall mean retail or
commercial deposit or lending business, asset
management and all other services which are
customarily provided by banks or which are otherwise
provided by the Company or its affiliates.
(d) For all purposes of this Agreement, the term "Client"
shall mean all persons or entities who are or were
clients of the Company at the date of termination of
employment or at any time during the two year period
prior to
8
9
the date of termination of Employee's employment, any
potential clients who to Employee's actual knowledge,
have been identified and contacted by a
representative of the Company with whom Employee had
direct, ongoing and meaningful contact on behalf of
Company during the term hereof. The term "Client"
shall not include any member of the Employee's
immediate family, as defined under Rule 16a-1 of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") or any trust of which the Employee or
any member of his immediate family (as defined in
Rule 16a-1 of the Exchange Act) is a trustee or
beneficiary.
5.2 As a separate and independent covenant, the Employee agrees
that, during the Restricted Period (as defined above), the
Employee shall not, either for the Employee's own account or
on behalf of any person or entity with which the Employee is
associated or affiliated, without prior written approval from
the Board, directly or indirectly, own, share in earnings of,
or interest in the capital stock of any person, firm or
business organization which shall do or attempt to do any of
the activities described in Section 5.1, except in accordance
with the Employee Investment Criteria set forth below. For
purposes hereof, Employee Investment Criteria shall mean an
investment in capital stock which meets all of the following
criteria: (a) such capital stock is listed on any national or
regional securities exchange or has been registered under
Section 12(g) of the Exchange Act or constitutes securities of
open end investment companies; (b) such investment does not
exceed, in the case of any class of the capital stock of any
one issuer, five percent (5%) of the issued and outstanding
shares; and (c) such investment is in compliance with the
Company's code of ethics. Notwithstanding any provisions
contained in this Section 5.2, the restrictions contained
herein shall not be applicable to any investment of the
Employee or any investment of any person or entity with which
the Employee is associated or affiliated which existed at the
time of this Agreement and which was disclosed by the Employee
to the Company.
5.3 The Employee agrees that, if Employee should knowingly breach
any of the covenants of Section 5.1 or 5.2 above, the
Restricted Periods for all such sections shall be extended by
the length of time during which the Employee is in breach of
any such covenant.
5.4 The Employee and the Company agree that the periods of time
and the scope applicable to the covenants of Sections 5.1 and
5.2 are reasonable and necessary to protect the legitimate
business interests of the Company without unduly limiting the
Employee's ability to obtain employment or otherwise earn a
living at the same
9
10
general level of economic benefit as anticipated by this
Agreement. However, if such period or scope should be adjudged
unreasonable in any judicial or other dispute resolution
proceeding, then the period of time or scope shall be reduced
by the extent deemed unreasonable, so that these covenants may
be enforced during such period and for such scope as are
adjudged to be reasonable.
5.5 It is understood by and between the parties hereto that the
covenants by the Employee set forth in this Section 5 are an
essential element of this Agreement and that, but for the
agreement of the Employee to comply with such covenants, the
Company would not have entered into this Agreement and would
not have entered into the Affiliation Agreement. The Company
and the Employee have independently consulted with their
respective counsel and have been advised in all respects
concerning the reasonableness and propriety of such covenants,
with specific regard to the nature of the business conducted
by the Company and its Affiliates.
6. CONFIDENTIALITY. The Employee agrees that the Employee will not,
directly or indirectly, either during the period of the Employee's
employment with the Company or any time thereafter, divulge or use any
information regarding the business of the Company or any of its
Affiliates (including, without limitation, confidential records, Client
and customer lists, computer software, data, documents, operational
methods, pricing and investment policies and trade know-how and
secrets) compiled by, created by, obtained by, or furnished to, the
Employee while the Employee is employed by or associated with the
Company; provided, however, that this obligation to maintain
confidentiality shall not apply to any such information which (a) was
already in the Employee's possession prior to his employment with the
Company or its predecessor, (b) is or become generally available to the
public other than as a result of disclosure by the Employee in
violation of this Agreement, or (c) is disclosed to the Employee on a
nonconfidential basis from a source other than the Company and not
known by the Employee to be subject to a confidentiality agreement
between such source and the Company. All materials, records and
documents (whether in writing or other tangible form, including
electronic media) made by the Employee or coming into the Employee's
possession concerning the business or affairs of the Company or any of
its Affiliates shall be the sole property of the Company and its
Affiliates. Upon the termination of the Employee's employment hereunder
for any reason or upon the request of the Company during the Employment
Period, the Employee shall promptly deliver such materials, records and
documents, and all copies thereof, to the Company or to any Affiliate
designated by the Company. The Employee's covenants contained in this
Section 6 shall be enforceable as provided in Section 7 following such
termination.
10
11
7. SPECIFIC PERFORMANCE. The Employee's covenants contained in Sections 5
and 6 shall survive any termination of the Employee's employment with
the Company hereunder for any reason, and shall be enforceable
following such termination. Without intending to limit the remedies
available to the Company, the Employee agrees that damages at law will
be an insufficient remedy to the Company in the event that Employee
violates any of the terms of Sections 5 and 6 and that the Company may
apply for and is entitled to injunctive relief in any court of
competent jurisdiction to restrain the breach or threatened breach of,
or otherwise to specifically enforce, any of the covenants of such
Sections, in each case without proof of actual damages.
8. COMPLIANCE WITH OTHER AGREEMENTS. The Employee represents and warrants
to the Company that the execution of this Agreement by the Employee and
the Employee's performance of the Employee's obligations hereunder will
not, with or without the giving of notice and/or the passage of time,
conflict with, result in the breach of any provision of or the
termination of, or constitute a default under, any agreement to which
the Employee is a party or by which the Employee is or may be bound.
9. ASSIGNMENT. Neither party shall have the right to assign this Agreement
or any rights or obligations hereunder without the prior written
consent of the other party. Any merger or consolidation of the Company
(or any direct or indirect parent thereof) or any sale or transfer of
all or substantially all of the stock or assets of the Company (or any
direct or indirect parent thereof) shall be deemed an assignment in
violation of the terms of this Section 9. This Agreement shall be
binding upon, and inure to the benefit of, the parties hereto and their
heirs, personal representatives, successors and permitted assigns.
10. SEVERABILITY. The provisions of this Agreement are severable, and if
any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions, and any
partially unenforceable provisions to the extent enforceable, shall
nevertheless be binding and enforceable.
11. WAIVERS. Neither this Agreement nor any term or condition hereof or
right hereunder may be waived or shall be deemed to have been waived or
modified in whole or in party by any party or by the forbearance of any
party to exercise any of its rights hereunder, except by written
instrument executed by or on behalf of that party. The waiver by either
party of a breach by the other party of any of the provisions of this
Agreement shall not operate or be construed as a waiver of any
subsequent breach by the other party.
11
12
12. NOTICES. All notices, requests, demands and other communications which
are required or may be given under this Agreement shall be in writing
and shall be deemed effective (a) when delivered personally, (b) one
(1) day after deposit with a commercial overnight courier with written
verification of receipt, or (c) on the date of receipt, mail by
certified, return receipt requested, mail postage prepaid. All
communications will be sent to the party to whom they are directed at
the addresses set forth below:
(a) If to Employee: Xxxxx X. Xxxxxxxx
--------------------
--------------------
--------------------
(b) If to the Company: Fifth Third Bancorp
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: President & CEO
With Copies to: Fifth Third Bancorp
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: General Counsel
Any party may change the address to which such notices are to be sent
by giving the other parties notice thereof in the manner set forth.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties and supersedes all prior agreements and understandings,
oral or written, between the parties hereto with respect to the subject
matter hereof. Without limitation, nothing in this Agreement shall be
construed (i) as giving Employee any right to be retained in the employ
of the Company beyond the expiration of the Employment Period, and
Employee specifically acknowledges that if Employee continues to be
employed by the Company thereafter, Employee shall be an
employee-at-will of the Company, and (ii) to change , alter, amend or
supercede any right Employee may have under any benefit plan, severance
plan, Change-In-Control Agreement or other agreement or arrangement
with CNB.
14. EFFECTIVENESS OF AGREEMENT. This Agreement is effective as of the date
hereof with the
12
13
Employment Period beginning at the Effective Time as provided in
Section 1.
15. NO AMENDMENTS. This Agreement may not be modified or amended except by
an instrument or instruments in writing signed by the party against
whom enforcement of any such modification or amendment is sought.
16. SECTION AND OTHER HEADINGS. The section and other headings contained in
this Agreement are for reference purposes only and shall not be deemed
to be a part of this Agreement or to affect the meaning or
interpretation of this Agreement.
17. GENDER. Any masculine personal pronoun shall be considered to mean the
corresponding feminine personal pronoun, as the context requires.
18. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without giving effect to
the conflicts of law principles hereof.
20. ARBITRATION. Any disputes between the Company and the Employee under
this Agreement shall be submitted to final and binding arbitration
before a panel of three arbitrators in Indianapolis, Indiana in
accordance with the rules of the American Arbitration Association then
in effect. Any legal costs incurred by the Employee shall be reimbursed
by the Company as and when paid by the Employee in an amount up to but
not to exceed $50,000. If the Employee does not prevail in any such
dispute the Employee shall reimburse the Company for all legal expenses
advanced to the Employee.
13
14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
FIFTH THIRD BANCORP
By: ________________________________
Its: ________________________________
EMPLOYEE
________________________________
Xxxxx X. Xxxxxxxx
14
