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
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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.
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
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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 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
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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.
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
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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 except for vested benefits. Termination for
"Cause" shall mean termination because of, in the good faith
determination of the Board, 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) that reflects
adversely on the reputation of the Company and the
Association, any felony conviction, any violation of law
involving moral turpitude, or any violation of a 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, other than Termination for
Cause, shall not prejudice Executive's right to compensation or
other benefit under this Agreement. Executive shall not have the
right to receive compensation or other benefits
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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 of the Association 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 of the Association 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 designee), the
FDIC or the Resolution Trust Corporation, 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 designee) at the time the Director
(or his 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:
________________________________________
Xxxxxx X. Xxxxxxxx
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