Exhibit 10.1
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EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), made this ___ day of
________________, 2003, by and among CHEVIOT SAVING BANK (the "Association") and
XXXXXX X. XXXXXXXX ("Executive").
WITNESSETH
WHEREAS, Executive serves in a position of substantial responsibility;
WHEREAS, the Association wishes to assure the services of Executive to
the Association and its parent, Cheviot Financial Corp. (the "Company") for the
period in this Agreement; and
WHEREAS, Executive is willing to serve in the employ of the Association
on a full-time basis for said period.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:
1. Employment. Executive is employed as the President and Chief Executive
Officer of the Association. Executive shall perform all duties and
shall have all powers which are commonly incident to the offices of the
President and Chief Executive Officer and which, consistent with those
offices, are delegated to him by the Board of Directors of the
Association.
2. Location and Facilities. The Executive will be furnished with the
working facilities and staff customary for executive officers with the
title and duties set forth in Section 1 and as are necessary for him to
perform his duties. The location of such facilities and staff shall be
at the principal administrative offices of the Association or at such
other site or sites customary for such offices.
3. Term.
3.1 The term of this Agreement shall be (i) the initial term,
consisting of the period commencing on the date of this
Agreement (the "Effective Date") and ending on the third
anniversary of the Effective Date, plus (ii) any and all
extensions of the initial term made pursuant to this Section
3.
3.2 Commencing on the first year anniversary date of this
Agreement, and continuing on each anniversary thereafter, the
disinterested members of the boards of directors of the
Association may extend the Agreement an additional year such
that the remaining term of the Agreement shall be thirty-six
(36)
months, unless Executive elects not to extend the term of this
Agreement by giving written notice in accordance with Section
18 of this Agreement. The Board of Directors of the
Association (the "Board") will review the Agreement and
Executive's performance annually for purposes of determining
whether to extend the Agreement and the rationale and results
thereof shall be included in the minutes of the Board's
meeting. The Board of Directors of the Association shall give
notice to Executive as soon as possible after such review as
to whether the Agreement is to be extended.
4. Base Compensation.
4.1 The Association agree to pay the Executive during the term of
this Agreement a base salary at the rate of $155,270.96 per
year, payable in accordance with customary payroll practices.
4.2 The Board shall review annually the rate of the Executive's
base salary based upon factors they deem relevant, and may
maintain or increase his salary, provided that no such action
shall reduce the rate of salary below the rate in effect on
the Effective Date.
4.3 In the absence of action by the Board, the Executive shall
continue to receive salary at the annual rate specified on the
Effective Date or, if another rate has been established under
the provisions of this Section 4, the rate last properly
established by action of the Board under the provisions of
this Section 4.
5. Bonuses. In lieu of any bonus normally provided to permanent full-time
employees of the Association, the Association agrees to provide a bonus
program to the Executive which will provide the Executive with the
opportunity to earn up to 50% of the Executive's base salary, on an
annual basis, the amount of which shall be determined by specific
performance standards and a formula agreed to by Executive and the
Association annually. Performance standards shall be measured on a
calendar year, and no bonus shall be payable if Executive is not
employed on December 31 of the year in question.
6. Benefit Plans. The Executive shall be entitled to participate in such
life insurance, medical, dental, 401k, profit-sharing, and stock-based
compensation plans and other programs and arrangements as may be
approved from time to time by the Association for the benefit of their
employees. In addition, during the term of this Agreement, the
Association shall provide the Executive with a supplemental life
insurance policy with a death benefit of not less than $200,000.
7. Vacation and Leave.
7.1 The Executive shall be entitled to vacations and other leave
in accordance with policy for senior executives, or otherwise
as approved by the Board, but, in any event, not less than
four (4) weeks vacation annually.
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7.2 In addition to paid vacations and other leave, the Executive
shall be entitled, without loss of pay, to absent himself
voluntarily from the performance of his employment for such
additional periods of time and for such valid and legitimate
reasons as the Board may in its discretion determine. Further,
the Board may grant to the Executive a leave or leaves of
absence, with or without pay, at such time or times and upon
such terms and conditions as the Board in its discretion may
determine.
8. Expense Payments and Reimbursements. The Executive shall be reimbursed
for all reasonable out-of-pocket business expenses that he shall incur
in connection with his services under this Agreement upon
substantiation of such expenses in accordance with applicable policies
of the Association.
9. Loyalty and Confidentiality; Noncompetition.
9.1 During the term of this Agreement, Executive: (i) shall devote
all his time, attention, skill and efforts to the faithful
performance of his duties hereunder; provided, however, that
from time to time, Executive may serve on the boards of
directors of, and hold any other offices or positions in,
companies or organizations which will not present any conflict
of interest with the Association or any of their subsidiaries
or affiliates, unfavorably affect the performance of
Executive's duties pursuant to this Agreement, or violate any
applicable statute or regulation; and (ii) shall not engage in
any business or activity contrary to the business affairs or
interests of the Association.
9.2 Nothing contained in this Agreement shall prevent or limit
Executive's right to invest in the capital stock or other
securities of any business dissimilar from that of the
Association, or, solely as a passive, minority investor, in
any business.
9.3 Executive, agrees to maintain the confidentiality of any and
all information concerning the operation or financial status
of the Association; the names or addresses of any of its
borrowers, depositors and other customers; any information
concerning or obtained from such customers; and any other
information concerning the Association to which he may be
exposed during the course of his employment. The Executive
further agrees that, unless required by law or specifically
permitted by the Board in writing, he will not disclose to any
person or entity, either during or subsequent to his
employment, any of the above-mentioned information which is
not generally known to the public, nor shall he employ such
information in any way other than for the benefit of the
Association.
9.4 Upon the termination of Executive's employment hereunder for
any reason, Executive agrees not to compete with the
Association for a period of two (2) years following such
termination in any city, town or county in which the
Executive's normal business office is located and the
Association has an office or has filed an application for
regulatory approval to establish an office (or within a
60-mile radius of each of such offices), determined as of the
effective date of such termination, except as agreed to
pursuant to a resolution duly adopted by the
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Board. Executive agrees that during such period and within
said cities, towns and counties, Executive shall not work for
or advise, consult or otherwise serve with, directly or
indirectly, any entity whose business materially competes with
the depository, lending or other business activities of the
Association. The parties hereto, recognizing that irreparable
injury will result to the Association, its business and
property in the event of Executive's breach of his obligations
under this paragraph and agree that in the event of any such
breach by Executive, the Association will be entitled, in
addition to any other remedies and damages available, to an
injunction to restrain the violation hereof by Executive,
Executive's partners, agents, servants, employees and all
persons acting for or under the direction of Executive.
Nothing herein will be construed as prohibiting the
Association from pursuing any other remedies available to the
Association for such breach or threatened breach, including
the recovery of damages from Executive.
10. Termination and Termination Pay. Subject to Section 11 of this
Agreement, Executive's employment under this Agreement may be
terminated in the following circumstances:
10.1 Death. Executive's employment under this Agreement shall
terminate upon his death during the term of this Agreement, in
which event Executive's estate shall be entitled to receive
the compensation due to the Executive through the last day of
the calendar month in which his death occurred.
10.2 Retirement. This Agreement shall be terminated upon
Executive's retirement under the retirement benefit plan or
plans in which he participates pursuant to Section 6 of this
Agreement or otherwise.
10.3 Disability.
10.3.1 The Board or Executive may terminate Executive's
employment after having determined Executive has a
Disability. For purposes of this Agreement,
"Disability" means a physical or mental infirmity
that impairs Executive's ability to substantially
perform his duties under this Agreement and that
results in Executive becoming eligible for long-term
disability benefits under any long-term disability
plans of the Association (or, if there are no such
plans in effect, that impairs Executive's ability to
substantially perform his duties under this Agreement
for a period of one hundred eighty (180) consecutive
days). The Board shall determine whether or not
Executive is and continues to be permanently disabled
for purposes of this Agreement in good faith, based
upon competent medical advice and other factors that
they reasonably believe to be relevant. As a
condition to any benefits, the Board may require
Executive to submit to such physical or mental
evaluations and tests as it deems reasonably
appropriate.
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10.3.2 In the event of such Disability, Executive's
obligation to perform services under this Agreement
will terminate. The Association will pay Executive,
as Disability pay, pursuant to the long term
disability policy then in effect. Disability payments
will be made on a monthly basis and will commence on
the first day of the month following the effective
date of Executive's termination of employment for
Disability and end on the earlier of: (A) the date he
returns to full-time employment at the Association in
the same capacity as he was employed prior to his
termination for Disability; (B) his death; or (C) the
remaining term of the Agreement (if the Agreement had
not been earlier terminated by the Executive's
Disability). Such payments shall be reduced by the
amount of any short- or long-term disability benefits
payable to the Executive under any other disability
programs sponsored by the Association. In addition,
during any period of Executive's Disability,
Executive and his dependents shall, to the greatest
extent possible, continue to be covered under all
benefit plans (including, without limitation,
retirement plans and medical, dental and life
insurance plans) of the Association, in which
Executive participated prior to his Disability on the
same terms as if Executive were actively employed by
the Association.
10.4 Termination for Cause.
10.4.1 The Board may, by written notice to the Executive in
the form and manner specified in this paragraph,
immediately terminate his employment at any time, for
"Cause". The Executive shall have no right to receive
compensation or other benefits for any period after
termination for Cause. Termination for "Cause" shall
include termination because of the Executive's:
(1) Personal dishonesty;
(2) Incompetence;
(3) Willful misconduct;
(4) Breach of fiduciary duty involving personal
profit;
(5) Intentional failure to perform duties under
this Agreement;
(6) Willful violation of any law, rule or
regulation (other than traffic violations or
similar offenses), or final cease-and-desist
order;
(7) Material breach by Executive of any
provision of this Agreement.
10.4.2 Notwithstanding the foregoing, Executive shall not be
deemed to have been terminated for Cause by the
Company and the Association unless
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there shall have been delivered to Executive a copy
of a resolution duly adopted by the affirmative vote
of three-fourths (3/4) of the entire membership of
the Board at a meeting of such Board called and held
for the purpose (after reasonable notice to Executive
and an opportunity for Executive to be heard before
the Board with counsel), of finding that in the good
faith opinion of the Board, Executive was guilty of
the conduct described above and specifying the
particulars thereof.
10.5 Voluntary Termination by Executive. In addition to his other
rights to terminate under this Agreement, Executive may
voluntarily terminate employment during the term of this
Agreement upon at least sixty (60) days prior written notice
to the Board, in which case Executive shall receive only his
compensation, vested rights and employee benefits up to the
date of his termination.
10.6 Without Cause or With Good Reason.
10.6.1 In addition to termination pursuant to Sections 10.1
through 10.5 the Board, may, by written notice to
Executive, immediately terminate his employment at
any time for a reason other than Cause (a termination
"Without Cause") and Executive may, by written notice
to the Board, immediately terminate this Agreement at
any time within ninety (90) days following an event
constituting "Good Reason" as defined below (a
termination "With Good Reason").
10.6.2 Subject to Section 11 of this Agreement, in the event
of termination under this Section 10.6, Executive
shall be entitled to receive a payment equal to the
base salary (determined by reference to the Executive
base salary on the termination date) and bonuses
(determined by reference to the Executive's average
bonus over the three (3) years preceding his
termination date or such lesser period as he was
employed by the Association) that would otherwise
have been payable over the remaining term of the
Agreement. Such amount shall be paid in one lump sum
within ten (10) calendar days of such termination.
Also, in such event, Executive shall, for the
remaining term of the Agreement, receive the benefits
he would have received during the remaining term of
the Agreement under any retirement programs (whether
tax-qualified or nonqualified) in which Executive
participated prior to his termination (with the
amount of the benefits determined by reference to the
benefits received by the Executive or accrued on his
behalf under such programs during the twelve (12)
months preceding his termination) and continue to
participate in any benefit plans of the Company and
the Association that provide health (including
medical and dental), life, or similar coverage upon
terms no less favorable than the most favorable terms
provided to senior executives of the Company and the
Association during such period. In the event that the
Company and the Association are unable to provide
such coverage by reason of Executive no longer being
an
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employee, the Company and the Association shall
provide Executive with comparable coverage on an
individual policy basis.
10.6.3 "Good Reason" shall exist if, without Executive's
express written consent, the Company and the
Association materially breach any of their respective
obligations under this Agreement. Without limitation,
such a material breach shall be deemed to occur upon
any of the following:
(1) A material reduction in Executive's
responsibilities or authority in connection
with his employment with the Company or the
Association;
(2) Assignment to Executive of duties of
non-executive nature or duties for which he
is not reasonably equipped by his skills and
experience;
(3) A reduction in salary or benefits contrary
to the terms of this Agreement, or,
following a Change in Control as defined in
Section 11 of this Agreement, any reduction
in salary or material reduction in benefits
below the amounts to which he was entitled
prior to the Change in Control;
(4) Termination of incentive and benefit plans,
programs or arrangements, or reduction of
Executive's participation to such an extent
as to materially reduce their aggregate
value below their aggregate value as of the
Effective Date; or
(5) A requirement that Executive relocate his
principal business office or his principal
place of residence outside of the area
consisting of a twenty-five (25) mile radius
from the current main office and any branch
of the Association, or the assignment to
Executive of duties that would reasonably
require such a relocation.
10.6.4 Notwithstanding the foregoing, a reduction or
elimination of the Executive's benefits resulting
from the reduction or elimination of one or more
benefit plans maintained by the Company and the
Association as part of a good faith, overall
reduction or elimination of such plans or benefits
thereunder applicable to all participants in a manner
that does not discriminate against Executive (except
as such discrimination may be necessary to comply
with law) shall not constitute an event of Good
Reason or a material breach of this Agreement;
provided that, other officers of the Company and the
Association (or any company that controls either of
them) do not have available to them benefits of the
type or to the general extent as those previously
offered to Executive under such plans prior to such
reduction or elimination set forth above
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under a plan or plans in or under which Executive is
not entitled to participate.
11. Termination in Connection with a Change in Control.
11.1 For purposes of this Agreement, a "Change in Control" shall be
deemed to occur on the earliest of:
11.1.1 such times as any "person" (as the term is used in
Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended ("Exchange Act") is or
becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or
indirectly, of voting securities of the Association
representing 25% or more of the Association's
outstanding voting securities or the right to acquire
such securities, except for any voting securities
purchased by any employee benefit plan of the
Association;
11.1.2 such time as individuals who constitute the Board of
Directors on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a
majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election
was approved by a vote of at least three-quarters of
the directors constituting the Incumbent Board (or
members who were nominated by the Incumbent Board),
or whose nomination for election by the Association's
stockholders was approved by a Nominating Committee
solely composed of members which are Incumbent Board
members (or members nominated by the Incumbent
Board), shall be, for purposes of this clause (ii),
considered as though he or she were a member of the
Incumbent Board;
11.1.3 such time as a reorganization, merger, consolidation,
or similar transaction occurs or is effectuated as a
result of which 60% of shares of the common stock of
the resulting entity are owned by persons who were
not stockholders of the Association immediately prior
to the consummation of the transaction;
11.1.4 such time as substantially all of the assets of the
Association are sold or otherwise transferred to
another corporation or other entity that is not
controlled by the Association.
Notwithstanding anything in this Agreement to the
contrary, in no event shall (i) the conversion of the
Company and the Association from the mutual holding
company form of organization to the full stock form
of organization (including without 1imitation,
through the formation of a stockholding company as
the part of the Association), (ii) the formation of a
mid-tier holding company controlled by the Company as
the parent holding company of the Association, or
(iii) the consummation of an additional offering by
the Association (or any mid-
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tier holding company controlled by the Company) in a
transaction which results in the Company continuing
to qualify as a mutual holding company, constitute a
"Change in Control" for purposes of this Agreement.
11.2 Termination. If within the period ending two years after a
Change in Control, (i) the Company and the Association shall
terminate the Executive's employment Without Cause, or (ii)
Executive voluntarily terminates his employment With Good
Reason, the Company and the Association shall, within ten (10)
calendar days of the termination of Executive's employment,
make a lump-sum cash payment to him equal to 2.99 times the
Executive's average Annual Compensation over the five (5) most
recently completed calendar years ending with the year
immediately preceding the effective date of the Change in
Control (or such lesser number of completed calendar years as
the Executive has been employed by the Company and the
Association). In determining Executive's average Annual
Compensation, Annual Compensation shall include base salary
and any other taxable income, including but not limited to
amounts related to the granting, vesting or exercise of
restricted stock or stock option awards, commissions, bonuses
(whether paid or accrued for the applicable period), as well
as, retirement benefits, director or committee fees and fringe
benefits paid or to be paid to Executive or paid for
Executive's benefit during any such year, profit sharing,
employee stock ownership plan and other retirement
contributions or benefits, including to any tax-qualified plan
or arrangement (whether or not taxable) made or accrued (in
behalf of Executive of such year. The cash payment made under
this Section 11.2 shall be made in lieu of any payment also
required under Section 10.6 of this Agreement because of a
termination in such period. Executive's rights under Section
10.6 are not otherwise affected by this Section 11. Also, in
such event, the Executive shall, for a thirty-six (36) month
period following his termination of employment, receive the
benefits he would have received over such period under any
retirement programs (whether tax-qualified or nonqualified) in
which the Executive participated prior to his termination
(with the amount of the benefits determined by reference to
the benefits received by the Executive or accrued on his
behalf under such programs during the twelve (12) months
preceding the Change in Control) and continue to participate
in any benefit plans of the Company and the Association that
provide health (including medical and dental), life, or
similar coverage upon terms no less favorable than the most
favorable terms provided to senior executives during such
period. In the event that the Company and the Association are
unable to provide such coverage by reason of the Executive no
longer being an employee, the Company and the Association
shall provide the Executive with comparable coverage on an
individual policy.
11.3 The provisions of Sections 11 and Sections 13 through 24,
including the defined terms used in such sections, shall
continue in effect until the later of the expiration of this
Agreement or two years following a Change in Control.
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12. Indemnification and Liability Insurance.
12.1 Indemnification. The Company and the Association agree to
indemnify the Executive (and his heirs, executors and
administrators), and to advance expenses related thereto, to
the fullest extent permitted under applicable law and
regulations against any and all expenses and liabilities
reasonably incurred by him in connection with or arising out
of any action, suit, or proceeding in which he may be involved
by reason of his having been a director or Executive of the
Company, the Association or any of their subsidiaries (whether
or not he continues to be a director or Executive at the time
of incurring any such expenses or liabilities) such expenses
and liabilities to include, but not be limited to, judgments,
court costs, and attorneys' fees and the cost of reasonable
settlements, such settlements to be approved by the Board, if
such action is brought against the Executive in his capacity
as an Executive or director of the Company and the Association
or any of their subsidiaries. Indemnification for expense
shall not extend to matters for which the Executive has been
terminated for Cause. Nothing contained herein shall be deemed
to provide indemnification prohibited by applicable law or
regulation. Notwithstanding anything herein to the contrary,
the obligations of this Section 12 shall survive the term of
this Agreement by a period of six (6) years.
12.2 Insurance. During the period in which indemnification of the
Executive is required under this Section, the Company and the
Association still provide the Executive (and his heirs,
executors and administrators) with coverage under a directors'
and Executives' liability policy at the expense of the Company
and the Association, at least equivalent to such coverage
provided to directors and senior Executives of the Company and
the Association.
13. Reimbursement of Executive's Expenses to Enforce this Agreement. The
Company and the Association shall reimburse the Executive for all
out-of-pocket expenses, including, without limitation, reasonable
attorneys' fees, incurred by the Executive in connection with
successful enforcement by the Executive of the obligations of the
Company and the Association to the Executive under this Agreement.
Successful enforcement shall mean the grant of an award of money or the
requirement that the Company and the Association take some action
specified by this Agreement (i) as a result of court order; or (ii)
otherwise by the Company and the Association following an initial
failure of the Company and the Association to pay such money or take
such action promptly after written demand therefor from the Executive
stating the reason that such money or action was due under this
Agreement at or prior to the time of such demand.
14. Limitation of Benefits under Certain Circumstances. If the payments and
benefits pursuant to Section 11 of this Agreement, either alone or
together with other payments and benefits which the Executive has the
right to receive from the Company and the Association, would constitute
a "parachute payment" under Section 280G of the Code, the payments and
benefits pursuant to Section 11 shall be reduced or revised, in the
manner determined by the Executive, by the amount, if any, which is the
minimum
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necessary to result in no portion of the payments and benefits under
Section 11 being non-deductible to the Company and the Association
pursuant to Section 280G of the Code and subject to the excise tax
imposed under Section 4999 of the Code. The determination of any
reduction in the payments and benefits to be made pursuant to Section
11 shall be based upon the opinion of the Company and the Association's
independent public accountants and paid for by the Company and the
Association. In the event that the Company, the Association and/or the
Executive do not agree with the opinion of such counsel, (i) the
Company and the Association shall pay to the Executive the maximum
amount of payments and benefits pursuant to Section 11, as selected by
the Executive, which opinion indicates there is a high probability of
such payments and benefits being non-deductible to the Company and the
Association and subject to the imposition of the excise tax imposed
under Section 4999 of the Code and (ii) the Company and the Association
may request, and the Executive shall have the right to demand that they
request, a ruling from the IRS as to whether the disputed payments and
benefits pursuant to Section 11 have such consequences. Any such
request for a ruling from the IRS shall be promptly prepared and filed
by the Company and the Association, but in no event later than thirty
(30) days from the date of the opinion of counsel referred to above,
and shall be subject to the Executive's approval prior to filing, which
shall not be unreasonably withheld. The Company, the Association and
the Executive agree to be bound by any ruling received from the IRS and
to make appropriate payments to each other to reflect any such rulings,
together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code. Nothing contained herein shall result
in a reduction of any payments or benefits to which the Executive may
be entitled upon termination of employment other than pursuant to
Section 11 hereof, or a reduction in the payments and benefits
specified in Section 11 below zero.
15. Injunctive Relief. If there is a breach or threatened breach of Section
9 of this Agreement, the parties agree that there is no adequate remedy
at law for such breach, and that the Company and the Association shall
be entitled to injunctive relief restraining the Executive from such
breach or threatened breach, but such relief shall not be the exclusive
remedy hereunder for such breach. The parties hereto likewise agree
that the Executive, without limitation, shall be entitled to injunctive
relief to enforce the obligations of the Company and the Association
under this Agreement.
16. Successors and Assigns.
16.1 This Agreement shall inure to the benefit of and be binding
upon any corporate or other successor of the Company and the
Association which shall acquire, directly or indirectly, by
merger, consolidation, purchase or otherwise, all or
substantially all of the assets or stock of the Company and
the Association.
16.2 Since the Company and the Association are contracting for the
unique and personal skills of Executive, Executive shall be
precluded from assigning or delegating his rights or duties
hereunder without first obtaining the written consent of the
Company and the Association.
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17. No Mitigation. Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other
employment or otherwise and no such payment shall be offset or reduced
by the amount of any compensation or benefits provided to Executive in
any subsequent employment.
18. Notices. All notices, requests, demands and other communications in
connection with this Agreement shall be made in writing and shall be
deemed to have been given when delivered by hand or 48 hours after
mailing at any general or branch United States Post Office, by
registered or certified mail, postage prepaid, addressed to the Company
and/or the Association at their principal business offices and to
Executive at his home address as maintained in the records of the
Company and the Association.
19. No Plan Created by this Agreement. Executive, the Company and the
Association expressly declare and agree that this Agreement was
negotiated among them and that no provision or provisions of this
Agreement are intended to, or shall be deemed to, create any plan for
purposes of the Employee Retirement Income Security Act or any other
law or regulation, and each party expressly waives any right to assert
the contrary. Any assertion in any judicial or administrative filing,
hearing, or process that such a plan was so created by this Agreement
shall be deemed a material breach of this Agreement by the party making
such an assertion.
20. Amendments. No amendments or additions to this Agreement shall be
binding unless made in writing and signed by all of the parties, except
as herein otherwise specifically provided.
21. Applicable Law. Except to the extent preempted by Federal law, the laws
of the State of Ohio shall govern this Agreement in all respects,
whether as to its validity, construction, capacity, performance or
otherwise.
22. Severability. 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.
23. Headings. Headings contained herein are for convenience of reference
only.
24. Entire Agreement. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall
constitute the entire agreement among the parties hereto with respect
to the subject matter hereof, other than written agreements with
respect to specific plans, programs or arrangements described in
Sections 5 and 6.
25. Required Provisions. In the event any of the provisions of this Section
25 are in conflict with the terms of this Agreement, this Section 25
shall prevail.
25.1 The Association may terminate Executive's employment at any
time, but any termination by the Association's board of
directors, other than Termination for Cause, shall not
prejudice Executive's right to compensation or
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other benefits under this Agreement. Executive shall have no
right to receive compensation or other benefits for any period
after Termination for Cause as defined in Section 10
hereinabove.
25.2 If Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of the
Association's affairs by a notice served under Section 8(e)(3)
or 8(g)(1) of the Federal Deposit Insurance Act, 12
U.S.C.ss.l818(e)(3) or (g)(1); the Association's obligations
under this contract shall be suspended as of the date of
service, unless stayed by appropriate proceedings. If the
charges in the notice are dismissed, the Association may in
its discretion: (i) pay Executive all or part of the
compensation withheld while their contract obligations were
suspended; and (ii) reinstate (in whole or in part) any of the
obligations which were suspended.
25.3 If Executive is removed and/or permanently prohibited from
participating in the conduct of the Association's affairs by
an order issued under Section 8(c)(4) or 8(g)(l) of the
Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(4)
or(g)(l), all obligations of the Association under this
contract shall terminate as of the effective date of the
order, but vested rights of the contracting parties shall not
be affected.
25.4 If the Association is in default (as defined m Section 3(x)(l)
of the Federal Deposit Insurance Act, 12 U.S.C. ss.1813(x)(l))
all obligations under this contract shall terminate as of the
date of default, but this paragraph shall not affect any
vested rights of the contracting parties.
25.5 All obligations under this contract shall be terminated,
except to the extent determined that continuation of the
contract is necessary for the continued operation of the
institution: (i) by the Director of the OTS (or his or her
designee) at the time the FDIC enters into an agreement to
provide assistance to or on behalf of the Association under
the authority contained in Section 13(c) of the Federal
Deposit Insurance Act, 12 U.S.C. ss.1823(c); or (ii) by the
Director of the OTS (or his or her designee) at the time the
Director (or his or her designee) approves a supervisory
merger to resolve problems related to the operations of the
Association or when the Association is determined by the
Director to be in an unsafe or unsound condition. Any rights
of the parties that have already vested, however, shall not be
affected by such action.
25.6 Any payments made to Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon compliance with
12 U.S.C.ss.1828(k) and 12 C.F.R. Section 545.121 and any
rules and regulations promulgated thereunder.
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Signed as of _______________________, 2003.
ASSOCIATION:
CHEVIOT SAVINGS BANK
By: By:
----------------------------- ------------------------------
Xxxx Xxxxx Xxxxxx Xxxxxxxxx
Director Director
EXECUTIVE:
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Xxxxxx X. Xxxxxxxx
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