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Exhibit No. 10e
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
December 22, 1999, by and between SECURITY NATIONAL BANK AND TRUST CO.
(hereinafter referred to as the "Bank") and Xxxxx X. Xxxxx (The "Employee").
WHEREAS, the Employee will serve as Chairman of the Board of Directors
and Chief Executive Officer; and
WHEREAS, the Board of Directors of the Bank recognizes that, as is the
case with publicly held corporations generally, the possibility of a change in
control of Security Banc Corporation (the "Holding Company"), the holding
company of the Bank, may exist and that such possibility, and the uncertainty
and questions which it may raise among management, may result in the departure
of distraction of key management personnel to the detriment of the Bank, the
Holding Company and its stockholders; and
WHEREAS, the Board of Directors of the Bank believes it is in the best
interests of the Bank to enter into this Agreement with the Employee in order to
assure continuity of management of the Bank and to reinforce and encourage the
continued attention and dedication of the Employee to his assigned duties
without distraction in the face of potentially disruptive circumstances arising
from the possibility of a change in control of the Holding Company, although no
such change is now contemplated; and
WHEREAS, on November 16, 1999, the Board of Directors of the Bank
approved and authorized the execution of this Agreement with the Employee to
take effect as stated in Section 4 hereof;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, it is AGREED as
follows:
1. EMPLOYMENT. The Employee shall be employed as Chairman of the Board
of Directors and Chief Executive Officer of the Bank. As Chairman of the Board
of Directors and Chief Executive Officer, Employee shall render administrative
and management services as are customarily performed by persons situated in
similar executive capacities, and shall have other powers and duties as may from
time to time be prescribed by the Board of Directors, provided that such duties
are consistent with the Employee's position. The Employee, as top officer shall
provide leadership, broad direction and guidance of Corporation and affiliate
bank activities to ensure profitability, fair treatment and development of
employees and effective community relations. The Employee shall continue to
devote his best efforts and substantially all his business time and attention to
the business and affairs of the Bank and its Holding Company and affiliated
companies.
2. COMPENSATION.
(a) SALARY. The Bank agrees to pay the Employee during the term of
this Agreement a salary established by the Board of Directors. The salary
hereunder as of the Commencement Date (as defined in Section 4 hereof) shall be
at least the Employee's stated salary. The salary provided for herein shall be
payable in accordance with the practices of the
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Bank, provided, however, that no such salary is required to be paid by the
terms of this Agreement in respect of any month or portion thereof subsequent to
the termination of this Agreement and provided further, that the amount of such
salary shall be reviewed by the Bank not less often than annually and may be
increased (but not decreased) from time to time in such amounts as the Bank in
its discretion may decide, subject to the customary withholding tax and other
employee taxes as required with respect to compensation paid by a corporation to
an employee.
(b) DISCRETIONARY BONUSES. The Employee shall be entitled to
participate in an equitable manner with all other executive officers of the Bank
in discretionary bonuses as authorized and declared by the Board of Directors of
the Bank to its executive employees. No other compensation provided for in this
Agreement shall be deemed a substitute for the Employee's right to participate
in such bonuses when and as declared by the Board of Directors, except for
restrictions on bonuses contained in 3(c) below.
(c) EXPENSES. During the term of his employment hereunder, the
Employee shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by him (in accordance with policies and procedures at least as
favorable to the Employee as those presently applicable to the senior executive
officers of the Bank) in performing services hereunder, provided that the
Employee properly accounts therefor in accordance with Bank policy.
3. BENEFITS.
(a) PARTICIPATION IN RETIREMENT AND EMPLOYEE BENEFIT PLANS. The
Employee shall be entitled while employed hereunder to participate in, and
receive benefits under, all plans relating to stock options, stock purchases,
pension, profit-sharing, group life insurance, medical coverage, education, cash
or stock bonuses, and other retirement or employee benefits or combinations
thereof, that are now or hereafter maintained for the benefit of the Bank's
executive employees or for its employees generally. Normal retirement is defined
as age sixty-five (65).
(b) FRINGE BENEFITS. The Employee shall be eligible while employed
hereunder to participate in, and receive benefits under any other fringe
benefits which are or may be applicable to the Bank's executive employees or to
its employees generally.
(c) SUPPLEMENTAL RETIREMENT. In the event the Employee terminates
employment for reason of Termination for Cause (as defined herein), or Change of
Control (as defined herein), this section will become null and void and no
benefits will be due to the Employee under this section.
In the event the Employee terminates employment for any reason other than those
specifically listed above, the Employee will be eligible to begin receiving
immediately, upon termination, an annual supplemental retirement benefit based
upon his age at termination according to the following schedule:
Termination at Age 65: Annual Benefit $153,320
Termination at Age 64: Annual Benefit $132,365
Termination at Age 63: Annual Benefit $114,520
Termination at Age 62: Annual Benefit $99,250
Termination at Age 61: Annual Benefit $86,120
Termination at Age 60: Annual Benefit $74,720
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The above annual benefit amounts are expressed as 50% Joint & Survivor
annuity amounts. That is, the Employee will receive the annual benefit for life.
Upon his death, his spouse (if still living) will receive, for the remainder of
her life, an annual benefit equal to 50% of the annual benefit paid to the
Employee.
Age shall be defined as the Employee's age as of his nearest birthday.
Benefits payable pursuant to this section are separate from, and in
addition to, any benefits payable from any other employer sponsored and/or
employee financed retirement programs.
All bonuses received by Employee until his retirement shall be first
applied to yearly cost for the supplemental benefit, and any bonus sum, if any,
above the bank's yearly cost, will be paid to Employee.
4. TERM. The term of employment under this Agreement shall be a period
of three (3) years commencing on the date as of which this agreement is entered
into ("Commencement Date"). At the end of each month during said term, the term
shall be automatically extended for another month and (1) the term shall be
continuously a three (3) year agreement until the Agreement herein is terminated
as provided herein, or (2) by normal retirement.
5. VACATIONS. The Employee shall be entitled, without loss of pay, to
absent himself voluntarily from the performance of his employment under this
Agreement, all such voluntary absences to count as vacation time, provided that;
(a) The Employee shall be entitled to an annual vacation of not less
than either (8) weeks per year in the year 2000 and nine (9) weeks starting in
the year 2001 and each year thereafter until retirement.
(b) The timing of vacations shall be scheduled in a reasonable
manner by the Employee; and
(c) Management shall, solely at the Employee's request, be entitled
to grant to the Employee a leave or leaves of absence for sick leave and
personal reasons with or without pay at such time or times and upon such terms
and conditions as management, in its discretion, may determine.
6. TERMINATION OF EMPLOYMENT.
(a) The Board of Directors may terminate the Employee's employment
at any time, but any termination by the Bank's Board of Directors, other than
termination for cause, shall not prejudice the Employee's right to compensation
or other benefits under the Agreement. If the employment of the Employee is
involuntarily terminated other than for "cause" as provided in this Section 6(a)
or pursuant to any of Sections 6(d) through 6(e) or by reason of death or
disability as provided in Sections 6(c) or 7, the Employee shall be entitled to
receive (i) his then applicable salary for the then-remaining term of the
Agreement as calculated in accordance with Section 4 hereof, payable in such
manner and at such times as such salary would have been payable to the Employee
under Section 2 had he remained in the employee of the Bank, and (ii) health
insurance benefits maintained by the Bank for its senior executives of for its
employees generally over the then-remaining term of the Agreement as calculated
in accordance
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with Section 3 hereof. Employee will continue to share in costs at rates
equivalent to those paid by executives still employed by company. Payment from
any Retirement Plan will be made according to the provisions of said Plan.
The terms "termination" or "involuntarily terminated" in this
Agreement shall refer to the termination of the employment of Employee without
his express written consent. The Employee shall be considered to be
involuntarily terminated if (l) the employment of the Employee is involuntarily
terminated, other than for "cause" as provided in this Section 6(a), pursuant to
any of Sections 6(d) through 6(e) or by reason of death or disability as
provided in Sections 6(c) and 7; or (2) there occurs a material diminution of or
interference with the Employee's duties, responsibilities and benefits as
Chairman of the Board of Directors and Chief Executive Officer. By way of
example and not by way of limitation, any of the following action, if
unreasonable or materially adverse to the Employee, shall constitute such
diminution or interference unless consented to in writing by the Employee: (i) a
change on the principal workplace of the Employee to a location more than 35
miles from the Bank's main office, or (ii) a material demotion of the Employee,
a substantial reduction in the number of other Bank personnel reporting to the
Employee, other than as part of a Bank or Holding Company-wide reduction in
staff; or (iii) a reduction or adverse change in the salary, perquisites,
benefits, contingent benefits or vacation time which had theretofore been
provided to the Employee, other than as part of an overall program applied
uniformly and with equitable effect to all members of the senior management of
the Bank or the Holding Company.
In case of termination of the Employee's employment for cause, the
Bank shall pay the Employee his salary through the date of termination, and the
Bank shall have no further obligation to the Employee under this Agreement. The
Employee shall have no right to receive compensation or other benefits for any
period after termination for cause. For purposes of this Agreement, termination
for "cause" shall include termination because of the Employee's personal
dishonesty, willful misconduct, breach of a fiduciary duty involving,
intentional failure to perform stated duties, conviction of a felony, or breach
of a final cease and desist order, or material breach of any provision of this
Agreement. Notwithstanding the foregoing, the Employee shall not be deemed to
have been terminated for cause unless and until there shall have been delivered
to the Employee a copy of a Resolution, duly adopted by the affirmative vote of
not less than a majority of the disinterested members of the Board of Directors
of the Bank at a meeting of the Board called and held for such purpose (after
reasonable notice to the Employee and an opportunity for the Employee, together
with the Employee's counsel, to be heard before the Board), stating that in the
good faith opinion of the Board the Employee was guilty of conduct constituting
"cause" as set forth above and specifying the particulars thereof in detail.
(b) The Employee's employment may be voluntarily terminated by the
Employee at any time upon ninety (90) days written notice to the Bank or upon
such shorter period as may be agreed upon between the Employee and the Board of
Directors of the Bank. In the event of such voluntary termination, the Bank
shall be obligated to continue to pay the Employee his salary only through the
date of termination, at the time such payments are due, and the Bank shall have
no further obligation to the Employee under this Agreement.
(c) In the event of the death of the Employee during the term of
employment under this Agreement and prior to any termination hereunder, the
Employee's estate, or such person as the Employee may have previously designated
in writing, shall be entitled to receive from the Bank the salary of the
Employee through the last day of the calendar month in which his death shall
have occurred, and the term of employment under this Agreement shall end on such
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last day of the month. Employee's estate may receive a pro-rata annual incentive
award for the fiscal year of death, based on actual performance for such year,
payable when such awards are paid to other senior executives.
(d) If the Employee is suspended from office and/or temporarily
prohibited from participating in the conduct of the Bank's affairs by any action
of any Federal or State banking authorities, the Bank's obligations under this
Agreement shall terminate as of the date of service of suspension notice, unless
stayed by appropriate proceedings. If the charges by the banking authorities are
dismissed, the Bank may in its discretion (i) pay the Employee all or part of
the compensation withheld while its obligations under this Agreement were
suspended and (ii) reinstate in whole or in part any of the obligations which
were suspended. Basic salary and vacation is paid through the end of the week in
which suspension occurs.
(e) In the event the Bank purports to terminate the Employee for
cause, but it is determined by a court of competent jurisdiction or by an
arbitrator pursuant to Section 16 that cause did not exist for such termination,
or if in any event it is determined by any such court that the Bank has failed
to make timely payment of any amounts owed to the Employee under this Agreement,
the Employee shall be entitled to reimbursement for all reasonable costs,
including attorneys' fees, incurred in challenging such termination or
collecting such amounts. Such reimbursement shall be in addition to all rights
to which the Employee is otherwise entitled under this Agreement. If employee
wins his arbitration appeal on a single issue or provision, employee shall be
reimbursed all expert witness fees, attorney fees and expenses of arbitration.
7. DISABILITY. If during the term of employment hereunder the Employee
shall become disabled or incapacitated to the extent that he is unable to
perform his duties, he shall be entitled to receive insurance disability
benefits of the type provided for other executive employees of the Bank.
The Bank shall, in addition to the insurance benefit, pay an additional
sum to provide a total benefit as provided in Section 6(a) herein for the
remainder of the term of this Agreement.
8. CHANGE IN CONTROL.
(a) INVOLUNTARY TERMINATION. If the Employee's employment is
involuntarily terminated (other than for cause or pursuant to any of Sections
6(c) through (e) or Section 7 of this Agreement) in connection with or within
twelve (12) months after a change in control which occurs at any time during the
term of employment under this Agreement, the Bank shall pay to the Employee in a
lump sum in cash within twenty-five (25) business days after the date of
Termination (as hereinafter defined) of employment an amount equal to three (3)
times the Employee's annual salary as of the Date of Termination.
(b) DEFINITIONS. For purposes of Section 8, 9, and 11 of this
Agreement, "Date of Termination" means the earlier of (i) the date upon which
the Bank gives notice to the Employee of the termination of his employment with
the Bank or (ii) the date upon which the
Employee ceases to serve as an Employee of the Bank, and "change in
control" is defined solely as any of the following: (1) acquisition of control
of the Bank or Holding Company which would require the filing of an application
for acquisition of control or notice of change in control in a manner as set
forth in any Federal or State regulation or any successor regulation; (2) the
Bank ceases to exist as a corporate entity for any reason (including, but not
limited to, the merger of Bank into, or consolidation of the Bank with another
corporation, or; (3)
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in the event Bank sells all of or substantially all of its assets to a third
party, or; (4) in the event a majority of the number of outstanding shares of
Bank are sold by the shareholders to another firm, association, corporation or
person in one transaction, or in separate transactions, which result in transfer
of majority ownership and control of the Bank from its present shareholders to
others.
(c) COMPLIANCE WITH REQUIREMENTS. Notwithstanding anything in this
Agreement to the contrary, no payments may be made pursuant to Section 8 hereof
without the prior approval of any Federal authorities if following such payment
the Bank would not be in compliance with any Federal regulations.
(d) RETIREMENT. To the extent Employee is not vested in any
retirement plan, Employee will become fully vested in said Retirement Plan if
terminated under this Section. Payment from any qualified defined benefit
retirement plan will be made pursuant to the Plan as if the Employee were to
have thirty-six (36) additional months of service and thirty-six (36) months of
age.
(e) IN ADDITION TO ANY OTHER RETIREMENT BENEFITS. The Employee will
receive an annual benefit of $153,320 beginning immediately payable for the
remainder of his life. Upon his death, his spouse (if living) will receive an
annual benefit of $76,660 for the remainder of her life.
(f) OTHER. No payment made due to severance will be included as
compensation for the purchase of calculating any amount payable from any benefit
program where compensation is a variable.
(g) GROSS-UP PAYMENT. In the event the Executive becomes entitled to
one or more payments which are, or become, subject to the tax imposed by Section
4999 of the Internal Revenue Code of 1986 as amended, the Bank shall pay the
Executive an additional amount ("gross-up payment") that puts the Executive in
the same after-tax position as if such tax has not been imposed.
9. CONFIDENTIAL INFORMATION; LOYALTY; NON-COMPETITION.
(a) During the term of the Employee's employment hereunder and
thereafter, the Employee shall not, except as may be required to perform his
duties hereunder or as required by law, disclose to others or use, whether
directly or indirectly, any Confidential Information. "Confidential Information"
means information about the Bank and the Bank's clients and customers which is
not available to the general public and was or shall be learned by the Employee
in the course of his employment by the Bank, including without limitation any
data, formulae, information, proprietary knowledge, trade secrets, and credit
reports and analyses owned, developed and used in the course of the business of
the Bank, including client and customer lists and information related thereto;
and all papers, resumes, records and other documents (and all copies thereof)
containing such Confidential Information. The Employee acknowledges that such
Confidential Information is specialized, unique in nature and of great value to
the Bank. The Employee agrees that upon the expiration of the Employee's term of
employment hereunder or in the event the Employee's employment hereunder is
terminated prior thereto for any reason wheresoever, the Employee will promptly
deliver to the Bank all documents (and all copies thereof) containing any
Confidential Information.
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(b) The Employee shall devote his full time to the performance of
his employment under this Agreement; provided, however, that the Employee may
serve, without compensation, with charitable, community and industry
organizations and continue to serve, with compensation, as a director of any
business corporation of which he is currently a director to the extent such
directorships do not inhibit the performance of his duties thereunder or
conflict with the business of the Bank. During the term of the Employee's
employment hereunder, the Employee shall not engage in any business or activity
contrary to the business affairs or interests of the Bank.
(c) Upon the expiration of the term of the Employee's employment
hereunder or in the event the Employee's employment hereunder terminates prior
thereto for any reason whatsoever, the Employee shall not, for a period of three
(3) years after the occurrence of such event, for himself, or as the agent of,
on behalf of, or in conjunction with, any person or entity, solicit or attempt
to solicit, whether directly or indirectly: (i) any employee of the Bank to
terminate such employee's employment relationship with the Bank; or (ii) any
savings and loan, banking or similar business from any person or entity that is
or was a client, employee, or customer of the Bank and had dealt with the
Employee or any other employee of the Bank under the supervision of the
Employee.
(d) In the event Employee voluntarily resigns pursuant to Section
6(b) of this Agreement, or in the event the Employee's employment hereunder is
terminated for cause, the Employee shall not, for a period of three (3) years
from the date of termination, directly or indirectly, own, manage, operate or
control, or participate in the ownership, management, operation or control of,
or be employed by or connected in any manner within any financial institution
having an office located within fifty (50) miles of any office of the Bank as of
the date of termination.
(e) The provisions of this Section shall survive the termination of
the Employee's employment hereunder whether by expiration of the term thereof or
otherwise.
10. DISPARAGEMENT. Employee shall conduct himself and the Bank's
business at all times so as to not detract from, or reflect adversely on the
Security National Bank and Trust Co. and Security Banc Corporation, their
services, business, products, employees, officers and customers; and, after the
termination of this Agreement, not to defame or disparage Security National Bank
and Trust Co. and Security Banc Corporation its services, business, products,
officers, employees or customers, nor engage in any unfair trade or business
practices.
11. NO ASSIGNMENTS.
(a) This Agreement is personal to each of the parties hereto, and
neither party may assign or delegate any of its rights or obligations hereunder
without first obtaining the written consent of the other party; provided,
however, that the Bank will require any successor assign (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Bank, by an assumption
agreement in form and substance satisfactory to the Employee, to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Bank would be required to perform it if no such succession or
assignment had taken place. Failure of the Bank to obtain such an assumption
agreement prior to the effectiveness of any such succession or assignment shall
be a breach of this Agreement and shall entitle the Employee to compensation
from the Bank in the same amount and on the same terms as the compensation
pursuant to Section 8(a) hereof. For purposes of implementing the provisions of
this Section 11(a), the date on which any such succession becomes effective
shall be deemed the Date of Termination.
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(b) This Agreement and all rights of the Employee hereunder
shall inure to the benefit of and be enforceable by the Employee's personal and
legal representative, executors, administrators, successors, heirs, distributes,
devisees and legatees. If the Employee should die while any amounts would still
be payable to the Employee hereunder if the Employee had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Employee's devisee, legatee or other designee
or if there is no such designee, to the Employee's estate.
12. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, addressed to the Security
National Bank and Trust Company's main office and the Employee's last known
address (provided that all notices to the Bank shall also be directed to the
attention of the Board of Directors of the Bank with a copy to the Secretary of
the Bank), or to such other address as either party may have furnished to the
other in writing in accordance herewith.
13. AMENDMENTS. No amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.
14. PARAGRAPH HEADINGS. The paragraph headings used in this Agreement
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
15. SEVERABILITY. The provision 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.
16. GOVERNING LAW. This Agreement shall be governed by the laws of the
United States to the extent applicable and otherwise by the laws of the State of
Ohio.
17. ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.
SECURITY NATIONAL BANK AND TRUST CO.
By /S/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Chairman of the Board/CEO
EMPLOYEE
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AMENDMENT TO EMPLOYMENT AGREEMENT
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This Amendment to Employment Agreement, dated March 23, 2001
(the "Amendment"), is made and entered into by The Security National Bank and
Trust Co. (also known as Security National Bank and Trust Co.) (the "Bank") and
Xxxxx X. Xxxxx (the "Employee").
WITNESSETH:
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WHEREAS, Park National Corporation ("Park") and Security Banc
Corporation ("Security") have entered into an Agreement and Plan of Merger,
dated as of November 20, 2000 (the "Agreement and Plan of Merger"), pursuant to
which Security will merge into Park as of the Effective Time specified therein;
and
WHEREAS, the Agreement and Plan of Merger requires, as a
condition precedent to the performance of Park's obligations thereunder, the
amendment of the Employment Agreement entered into as of December 22, 1999, by
and between the Bank and the Employee (the "Employment Agreement") as
contemplated by this Amendment; and
WHEREAS, Park has agreed to honor the Employment Agreement
provided the Employment Agreement has been modified prior to the Effective Time
as contemplated by this Amendment;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the Bank and the Employee agree as follows:
1. DEFINITIONS. The capitalized terms used herein that are
defined in the Agreement and Plan of Merger and not otherwise defined herein
shall, when used herein, have the meanings ascribed to them in the Agreement and
Plan of Merger.
2. AMENDMENT OF EMPLOYMENT AGREEMENT. Section 4 of the
Employment Agreement is hereby amended by deleting the same in its entirety and
substituting therefor the following:
4. TERM. The term of employment under this Agreement commenced
on December 22, 1999 and shall end on March 23, 2004.
3. ACKNOWLEDGEMENT OF AGREEMENT BY PARK TO HONOR EMPLOYMENT
AGREEMENT.
(a) The Employee hereby acknowledges that pursuant to
Section 6.02 of the Agreement and Plan of Merger, Park has agreed to honor the
Employment Agreement, as amended by this Amendment. The Employee hereby agrees
that such agreement shall satisfy any obligation of Park which may be deemed to
exist under Section 11(a) of the Employment Agreement and that the change in the
Bank's status from one of three financial institution subsidiaries of Security
to one of nine financial institution subsidiaries of Park shall not be deemed to
constitute a material diminution of the Employee's duties or responsibilities
for purposes of Section 6 (a) of the Employment Agreement.
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(b) The Employee hereby acknowledges that he has been
advised of the benefits which Park or an affiliate of Park intends to provide to
the Employee as an employee of the Bank following the merger of Security into
Park. Such benefits are collectively referred to as the "Park Benefits". The
Employee agrees that the Park Benefits do not constitute a material diminution
of his benefits from those provided by the Bank or Security for purposes of
Section 6(a) of the Employment Agreement.
4. MISCELLANEOUS.
(a) This Amendment shall be construed in accordance with
and governed by the laws of the State of Ohio.
(b) Except as expressly provided for in this Amendment, the
Employment Agreement shall remain in full force and effect in accordance with
its terms.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day and year first written above.
THE SECURITY NATIONAL BANK AND TRUST
CO. (also known as SECURITY BANK AND TRUST CO.)
BY /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
EMPLOYEE
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Chairman and CEO
