Exhibit 10-(f)
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of the 28th
day of May 2002, by and between CORNERSTONE BANK, 00 Xxxx Xxxx Xxxxxx,
Xxxxxxxxxxx, Xxxx 00000 (the "Bank"), and XXXX X. XXXXXXX, 0000 Xxxxx Xxxxxxx
Xxxx, Xxxxx Xxxxx, Xxxxxxxx 00000 (the "Employee").
WHEREAS, it is intended that the Employee will serve as Senior Vice
President of Retail Banking; and
WHEREAS, the Board of Directors of the Bank (the "Board") has 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 Bank employs the Employee as its Senior Vice
President of Retail Banking. Employee shall render administrative and
management services as are customarily performed by persons situated in
similar capacities, as determined by the Bank, and shall have other or
different powers and duties as may from time to time be prescribed by the
Board. The Employee shall devote his best efforts and substantially all his
business time and attention to the business and affairs of the Bank and its
affiliated companies, including, but not limited to, service as Senior Vice
President of Western Ohio Financial Corporation (the "Holding Company").
2. Compensation.
(a) Salary. Beginning on the Commencement Date (as defined in
Section 4 below), the Bank agrees to pay the Employee during the term of this
Agreement a salary of $115,000.00 per year. The Employee's salary shall be
payable not less frequently than monthly and not later than the tenth day
following the expiration of the month in question.
(b) Performance Bonuses. The Employee shall be entitled to
participate with other executive officers of the Bank in performance bonuses
as authorized and declared by the Board to its executive employees.
(c) Expenses. The Employee shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by him (in accordance with
the policies and procedures applicable to the senior executive officers of
the Bank) in performing services hereunder, provided that the Employee
properly accounts therefore in accordance with Bank policy.
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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 pension, thrift,
profit-sharing, group life insurance, medical coverage, education, cash
bonuses, and other retirement or employee benefits or combinations thereof,
that are maintained for the benefit of the Bank's executive employees or for
its employees generally as those plans may be amended from time to time at
the Bank's sole discretion.
(b) Fringe Benefits. The Employee shall be eligible while
employed hereunder to participate in, and receive benefits under, any other
fringe benefit plans which are or may become applicable to the Bank's
executive employees or to its employees generally as those plans and benefits
may be amended from time to time at the Bank's sole discretion.
4. Term. The term of employment under this Agreement shall be a
period of two (2) years commencing May 28, 2002 (the "Commencement Date"),
subject to earlier termination as provided herein.
5. Vacations. The Employee shall be entitled to an annual vacation
in accordance with policy set by the Board. The timing of vacations shall be
scheduled in a reasonable manner by the Employee.
6. Termination of Employment; Death.
(a) The Board may terminate the Employee's employment at any
time, but any termination by the Board other than termination for cause,
shall not prejudice the Employee's right to compensation or other benefits
under this Agreement. The Employee shall have no right to receive
compensation or other benefits for any period after termination for cause.
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(g), or by reason of death or disability as provided in Sections
6(c) or 7, the Employee shall be entitled to (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 employ of the Bank, and (ii) health insurance benefits as maintained by
the Bank for the benefit of its senior executive employees or its employees
generally over the then-remaining term of the Agreement as calculated in
accordance with Section 4 hereof.
The terms "termination" or "involuntarily terminated" in this Agreement
shall refer to the termination of the employment of Employee without his
express written consent.
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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.
For purposes of this Agreement, termination for "cause" shall include
termination for personal dishonesty, incompetence, an unsatisfactory
performance review by the Bank, willful misconduct, neglect of duties, breach
of fiduciary duty, violation of Bank policies and procedures, insubordination
or intentional failure to perform stated duties, willful violation of any
law, rule, or regulation (other than traffic violations or similar offenses)
or final cease-and-desist order, or material breach of any provision of this
Agreement.
(b) The Employee's employment may be voluntarily terminated by
the Employee at any time upon 90 days' written notice to the Bank or upon
such shorter period as may be agreed upon between the Employee and the
Board. In the event of such voluntary termination, the Bank shall be
obligated to continue to pay the Employee his salary and benefits 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 last day of the month.
(d) If the Employee is suspended and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served
under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act
("FDIA"), 12 U.S.C. Section 1818(e)(3) and (g)(1), the Bank's obligations under
this Agreement shall be suspended as of the date of service, unless stayed by
appropriate proceedings. If the charges in the notice 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 its obligations which
were suspended.
(e) If the Employee is removed and/or permanently prohibited
from participating in the conduct of the Bank's affairs by an order issued
under Section 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. Section 1818(e)(4) and
(g)(1), all obligations of the Bank under this Agreement shall terminate as
of the effective date of the order, but vested rights of the contracting
parties shall not be affected.
(f) If the Bank is in default (as defined in Section 3(x)(1) of
the FDIA), all obligations under this Agreement shall terminate as of the
date of default, but this provision shall not affect any vested rights of the
contracting parties.
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(g) All obligations under this Agreement shall be terminated,
except to the extent determined that continuation of this Agreement is
necessary for the continued operation of the Bank: (i) by the Director of
the Office of Thrift Supervision (the "Director") or his or her designee, at
the time the Federal Deposit Insurance Corporation ("FDIC") or the Resolution
Trust Corporation ("RTC") enters into an agreement to provide assistance to
or on behalf of the Bank under the authority contained in Section 13(c) of
the FDIA; or (ii) by the Director or his or her designee, at the time the
Director or his or her designee approves a supervisory merger to resolve
problems related to operation of the Bank or when the Bank 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 any such
action.
7. Disability. If the Employee shall become disabled as defined in
the Bank's then current disability plan or if the Employee shall be otherwise
unable to serve as Senior Vice President of Retail Banking, the Employee
shall be entitled to receive group and other disability income benefits of
the type then provided by the Bank for other executive employees.
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 6(g) or Section 7 of this Agreement) in connection with or
within 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 25 business days after the Date of
Termination (as hereinafter defined) of employment an amount equal to the
greater of two (2) years' salary under Section 2(a) of this Agreement, or his
then applicable salary for the remaining term of this Agreement.
For purposes of this paragraph 8(a), an involuntary termination
shall, at the employee's option, be deemed to be (i) a reduction in the
Employee's then-applicable salary, or (ii) a diminution of the Employee's
duties, which shall be defined as a material reduction or adverse change in
the salary, perquisites, benefits, contingent benefits, or vacation time
which had previously been provided to the Employee, or a material reduction
or adverse change in the Employee's previous position or job description, or
(iii) a relocation of the Employee to a new work location more than sixty
(60) miles from his previous work location.
(b) Definitions. For purposes of Sections 6 and 8 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
acquisition of control, as defined in 12 C.F.R. Section 574.4, or any successor
regulation, of the Bank 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 12 C.F.R. Section 574.3 , or any successor regulation.
9. Miscellaneous. This Agreement shall inure to the benefit of and
be enforceable by the personal and legal representatives, executors,
administrators, successors, assigns, heirs, distributees, devisees and
legatees of the parties.
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10. 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. All notices to
the Bank shall be sent to its home office, directed to the attention of the
Board of Directors of the Bank, with a copy to the Secretary of the Bank.
All notices to the Employee shall be sent to the home or other address he has
most recently provided in writing to the Bank.
11. Amendments. This Agreement is subject to the terms of a letter
agreement between the parties dated May 15, 2002, reference to which is
hereby made. Otherwise, no amendments or additions to this Agreement shall
be binding unless in writing and signed by both parties, except as herein
otherwise provided. The parties hereto agree to amend this Agreement to
comply with any required provisions of 12 C.F.R. Section 563.39(b), as the same
may be amended.
12. 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.
13. 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.
14. 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
CORNERSTONE BANK
By:
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Xxxx X. Xxxxxxxx, President
EMPLOYEE
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Xxxx X. Xxxxxxx
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