EXHIBIT 25
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement ("Agreement") made and entered into
this third day of February, 2003 by and between XXXXXXX X. XXXXXXX, XX. (the
"Employee"), and GLB BANCORP, an Ohio corporation having its principal place
of business in Mentor, Ohio (the "Company").
W I T N E S S E T H :
WHEREAS, the Employee has requested that the Company provide Employee
with certain assurances in the event of the occurrence of a change of control
as hereinafter set forth; and
WHEREAS, Employee is a valuable member of Company's Management, who
currently serves as Company's President and as a member of Company's Board of
Directors; and
WHEREAS, Company desires to provide Employee with the assurances
requested by Company in the event of a change of control.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties agree as follows:
1. TERMINATION OF EMPLOYMENT BY EMPLOYEE FOR GOOD REASON
FOLLOWING A CHANGE OF CONTROL
Company agrees that Employee may terminate his employment by Company
for "Good Reason" as hereinafter defined by written notice to Company in
connection with or within nine (9) months following the occurrence of a
"Change of Control" as hereinafter defined.
For purposes hereof, "Good Reason" shall mean the occurrence in
connection with or within nine (9) months following a Change of Control of any
of the following events:
1.1 Change in Status Any termination of the Employee's
employment, or any change in the Employee's status, title, position,
responsibilities, or general work environment with which the Employee is
dissatisfied in the Employee's sole and absolute discretion, unless any of the
foregoing are due to (i) Employee's permanent and total disability; (ii)
governmental action; or (iii) in the case of termination, unless such
termination is for "Cause" as hereinafter defined.
1.2 Reduction in Compensation A reduction by the Company
in the Employee's salary or bonus compensation.
1.3 Relocation The relocation of the Employee's principal
place of employment to a location that is more than twenty (20) miles from
Mentor, Ohio.
1.4 Reduction in Benefits The failure by the Company to
continue to provide the Employee with benefits substantially similar to those
provided to Employee immediately prior to said Change in Control.
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2. CHANGE IN CONTROL, PAYMENTS TO EMPLOYEE
2.1 Compensation to Employee If there is a Change in Control
of the Company during the term of this Agreement, the Employee shall be
entitled to termination payments as provided in Section 3 hereof in the event
that Employee's employment by Company is involuntarily terminated in
connection with or within nine (9) months after the Change in Control, unless
such termination is on account of Employee's disability, governmental actions,
or for Cause. The Employee shall likewise be entitled to such payments as are
provided for in Section 3 of this Agreement in the event that the Employee's
employment by Company is terminated by Employee for Good Reason in connection
with or within nine (9) months after the occurrence of a Change in Control.
2.2 Definition of Change in Control For purposes of this
Agreement, a "Change in Control" shall mean:
(a) the acquisition by a person or persons
acting in concert of the power in vote 50% or more
of any class of the Company's voting securities;
(b) the Company shall have merged into or
consolidated with another corporation, or merged
another corporation into the Company, on a basis
whereby less than fifty percent (50%) of the total
voting power of the surviving company is
represented by shares held by persons who were
shareholders of the Company prior to such merger or
consolidation; or
(c) the Company 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 PAYMENTS UPON CHANGE OF CONTROL
In the event of the involuntary termination of Employee's employment
by Company or its successor in connection with or within nine (9) months after
a Change in Control, unless such termination is due to Employee's disability,
or to governmental actions, or is for Cause; or in the event that Employee
elects to terminate his employment by Company for Good Reason in accordance
with the provisions of Section 1 hereof in connection with or within nine (9)
months of a Change of Control, then Employee shall be entitled to receive from
Company all compensation and benefits through the effective date of such
termination, plus an additional amount equal to two (2) times Employee's then
current annual salary, such sum to be paid within ninety (90) days following
the occurrence of the event entitling Employee to such additional sums. Any
amount due Employee pursuant to this provision which is not paid within ninety
(90) days shall bear interest at the rate of ten percent (10%) per annum.
Employee's entitlement to such payments shall not be reduced or offset on
account of any compensation earned or received by the Employee from any other
employer or source.
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4. TERMINATION OF EMPLOYEE'S EMPLOYMENT FOR CAUSE
The Company may at any time by written notice to the
Employee, terminate Employee's employment and discharge the Employee for
"Cause", whereupon the respective rights and obligations of the parties
hereunder shall likewise terminate (except as otherwise expressly herein
provided). As used herein, the term for "Cause" shall be deemed to include,
without limitation, chronic alcoholism, drug addiction, conviction of any
crime (other than a traffic offense) involving dishonesty or moral turpitude,
misappropriation of any money or other assets or properties of the Company, or
other acts of dishonesty, material failure by Employee, in the judgment of
Company's Chairman, or Vice-Chairman as ratified by a resolution by Company's
Board of Directors, to perform his duties after written notice thereof and a
fifteen (15) day period in which to cure such failure, and failure to cure
such breach within fifteen (15) days after written notice thereof.
5. PROTECTION OF CONFIDENTIAL INFORMATION, NON-SOLICITATION;
NON-INDUCEMENT; REMEDIES; AND EXPENSES
5.1 Confidential Information. The Employee agrees that at
all times hereafter (including times during and after his term of employment)
he will not, either directly or indirectly, disseminate or make use of any of
the confidential business and technical information of the Company or its
customers, regardless of how such information may have been acquired. Such
confidential information shall be considered to include, without limitation,
advertising policies and procedures, financial information, the identity and
lists of actual and potential customers, and any product used by the Company,
all to the extent that such information is not intended for dissemination in
the industry. Furthermore, the Employee agrees that upon termination of his
employment with the Company, he will promptly return to the Company all
memoranda, notes, records, reports, manuals and other documents (and all
copies thereof) relating to the Company's business which he may then possess
or have under his control.
5.2 No Solicitation of Employees or Customers. The Employee
further agrees that during the term of his employment with the Company and for
a period of nine (9) months from the termination of such employment he will
not:
(a) In any manner induce, attempt to induce, or assist others to
induce or attempt to induce any employee, agent, representative, or
other person employed by or associated with the Company, to terminate
such employment or association, nor in any manner, directly or
indirectly interfere with the relationship between the Company and
any of such persons; or
(b) In any manner induce or attempt to induce any customer of the
Company to terminate his, her or its association with the Company or
do anything, directly or indirectly, to interfere with the business
relationship between the Company and any customers of the Company.
5.3 Remedies If the Employee commits a breach, or threatens
to commit a
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breach, of any of the provisions of Sections 5.1 or 5.2 hereof, the Company
shall have the right and remedy, without posting bond or other security, to
have the provisions of this Agreement specifically enforced by any court
having equity jurisdiction, it being acknowledged and agreed by the parties
that any such breach or threatened breach will cause irreparable injury to the
Company for which money damages will not provide an adequate remedy. The
rights and remedies enumerated above shall be in addition to, and not in lieu
of, any other rights and remedies available to the Company at law or in
equity.
5.4 Reformation of Agreement. In the event that any of the
covenants contained in Sections 5.1 or 5.2 of any portion thereof, shall be
found by a court of competent jurisdiction to be invalid or unenforceable as
against public policy, such court shall exercise its discretion in reforming
such covenant to the end that the Employee shall be subject to nondisclosure,
non-solicitation and non-competition covenants that are reasonable under the
circumstances and enforceable by the Company.
5.5 Expenses and Enforcement of Covenants. In the event
that any action, suit or other proceeding at law or in
equity is brought to enforce any of the covenants in
Sections 5.1 or 5.2 or to obtain money damages for the
breach thereof, the party prevailing in any such
action, suit or other proceeding shall be entitled upon
demand to reimbursement from the other party for all
expenses (including, without limitation, reasonable
attorneys' fees and disbursements) incurred in
connection therewith.
6 NOTICES.
All notices and other communications required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly
given if delivered by hand or sent by prepaid telegram, or mailed postage
prepaid, by certified mail (notices sent by telegram or mailed shall be deemed
to have been given and shall be effective on the date of dispatch or mailing,
as the case may be) to the parties at the following addresses or at such other
address for a party as such party may from time-to-time designate by notice in
writing to the other party in accordance therewith:
(a) If to the Company, to:
GLB BANCORP
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
Attention: Chairman, Board of Directors
(b) If to the Employee:
Xx. XXXXXXX X. XXXXXXX, XX.
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
7. GENERAL.
7.1 Binding Effect; Assignment. The terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the Employee,
his heirs at law, legatees, distributees,
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executors, administrators, other legal representatives and permitted assigns,
and shall be binding upon and inure to the benefit of the Company and its
successors and assigns. The Employee may not assign, pledge or encumber in any
way all or part of his interest under this Agreement without the prior written
consent of the Company.
If the Company should merge or consolidate with, or sell all
or substantially all of its assets to, any other corporation or party, then
the provisions of this Agreement shall be binding upon and shall inure to the
benefit of the corporation resulting from such merger or consolidation or the
other corporation, or party to whom such assets are sold.
7.2 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio as applies to
contracts made and to be performed entirely within such State.
7.3 Headings. The section headings contained in this
Agreement are intended solely for convenience of reference and shall be given
no effect in the construction or interpretation of this Agreement.
7.4 Recovery of Attorney Fees and Expenses In the event that
any action is brought for breach of any of the provisions hereof by either
party hereto, and in the further event that such breach is established, then
and in such event, the non-breaching party shall be entitled to recover
reasonable attorney fees and other expenses associated with the bringing and
prosecution of such action.
7.5 No Personal Liability Employee agrees that in no event
shall any officer, director, shareholder, or employee of Company have any
personal liability in contract or in tort to Employee in connection with any
breach of alleged breach of this Agreement, it being agreed by Employee that
Employee shall look solely to Company for any breach or alleged breach hereof.
7.6 Representation by Employee Employee represents that he
is not bound by any contract or agreement which would operate to impair,
restrict or limit Employee's legal ability to enter into this Agreement and/or
to fulfill Employee's responsibilities hereunder.
7.7 Condition Subsequent Employee acknowledges that
Company's obligations hereunder are conditioned and contingent upon the
adoption of a Resolution by Company's Board of Directors prior to the
commencement of the Employment Period, approving the terms and conditions
hereof.
IN WITNESS WHEREOF, the parties personally or by their duly
authorized officers have executed this Agreement as of the date first above
written.
EMPLOYEE: COMPANY:
XXXXXXX X. XXXXXXX, XX. GLB BANCORP
/s/ Xxxxxxx X. Xxxxxxx Xx. BY: /s/ Xxxxxxx X. Xxxxxxx
---------------------------- ----------------------
Xxxxxxx X. Xxxxxxx, Xx. Xxxxxxx X. Xxxxxxx, Vice Chairman
of the Board
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