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EXHIBIT 10
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EMPLOYMENT CONTRACT
THIS AGREEMENT, is made by and between UNION BANCSHARES CORP., the parent
company, together with the UNION BANK AND SAVINGS COMPANY, a subsidiary, both
Ohio Corporations with the principal place of business being, Xxx Xxxxx Xxxxxx,
Xxxxxxxx, Xxxx 00000 (hereinafter called the "Company") and Xxxxxxxx X. Xxxxxxxx
an individual residing at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxx (hereinafter
called the "Executive").
1. Employment and Duties
The Company hereby employs the Executive to perform such duties as normally
undertaken by executive officers of corporations similar in type and size
to the company, and as outlined in the Codes of Regulation and other duties
as may be assigned him or her from time to time by the Board of Directors
of the Company.
2. Performance
The Executive agrees to devote his or her full time and efforts to the
performance of such duties as are assigned him or her from time to time by
the Board of Directors of the Company and shall not, during the term of
this agreement, be engaged in any other business activity, whether or not
such business activity is pursued for gain, profit, or other pecuniary
advantage, but this shall not be construed as preventing Executive from
investing his or her assets in such form or manner as will not require any
services on the part of Executive in the operation of the affairs of the
business activity in which such investments are made.
3. Term
Except in the case of earlier termination as hereinafter specifically
provided, the term of this agreement shall extend from the date hereof
until September 30, 1998, when it may be renewed upon terms mutually agreed
upon and at the sole option of the Company. In the event the Company does
not intend to renew the contract, it will give the Executive written notice
not later than 60 days prior to the expiration date. Notwithstanding the
foregoing term, Company by terminate this agreement at any time without
notice to Executive if and when:
(a) Executive accepts any other employment, or engages in any other
business activity which is directly or indirectly in competition with
the business activities of Company, or which require personal services
by Executive;
(b) Executive breaches any other material obligations under this
agreement, either express or implied;
(c) Executive is dishonest or commits any dishonest act.
4. Compensation
For all of the services by the Executive in any capacity during his or her
employment by the Company, the Company agrees to pay the Executive an
annual salary of not less than $94,500.00. Said Executive's annual salary
is to be reviewed and fixed not less than annually by the Board of
Directors of the Company. The Executive shall be entitled to receive or
defer for future payment, any increases that represent cost of living
(COLA) or merit adjustments provided Executive makes a prior request which
is accepted and agreed to by the Board of Directors. It is agreed that a
COLA adjustment shall be paid to the Executive, effective September 30,
1995, in the amount of five percent (5 %) of his or her annual salary and
each September 30 thereafter for the term of this contract.
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5. Pension Benefits
It is agreed that the Company will make all contributions to the Company's
current pension plan based on the Executive's annual compensation,
including bonuses or profit sharing. It is further agreed that, in the
event the Company's pension plan is changed or discontinued for any reason,
including the merger or sale of the Company, or if the Executive exercises
his or her rights under paragraph 8 entitled: "Merger, Sale of Company,"
the Company will make, at the option of the Executive, an immediate cash
payment to the Executive for the amount that he would receive under the
single cash payment option, as of the date of termination by the Executive,
under the Company's currently existing pension plan. It is further
understood and agreed that the cash payment option is subject to the then
existing Internal Revenue Service rules governing cash option payments.
6. Insurance Benefits
The Company will provide family medical coverage and maintain all life
insurance, disability insurance and other insurance coverages now in effect
and which the Executive is currently insured thereunder. Said coverages are
to remain in effect for the term of this contract and thereafter at the
option of the Company.
7. Disability and Disability Benefits
If during the term of this agreement and before retirement, the Executive
shall become unable to perform his or her duties hereunder by reason of his
or her total and permanent disability for a period of six (6) months, the
Company shall have the right to terminate the contract with respect to
paragraph four (4) entitled: "Compensation". All other paragraphs shall
remain in effect based upon the Executive's then current salary at the time
of total and permanent disability until such time as this contract shall
expire. If the Company elects to terminate said paragraph four (4), as
hereinbefore stated, it will give the Executive 30 days written notice.
8. Merger; Sale of Company
If the Company shall at any time be merged or consolidated into or with any
other corporation, at the Executive's option this agreement may be
terminated upon 30 days written notice by the Executive to the Company's
Board of Directors. If the Executive elects not to terminate this
agreement, then the provisions of this agreement shall be binding upon and
inure to the benefit of the Corporation resulting from such merger or
consolidation and this provision shall apply in the event of any subsequent
merger, consolidation or transfer.
9. Waiver of Breach
Failure to insist upon strict compliance with any of the terms, promises or
conditions of this agreement shall not be deemed waiver of such term,
promise or condition, nor shall any waiver or relinquishment of any right
or power hereunder at any one time or more times be deemed a waiver or
relinquishment of such power at any other time or times.
10. Effect of Waiver
The waiver by either party of a breach of any provision of this agreement
shall not operate as or be construed as a waiver of any subsequent breach.
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11. Arbitration
Any controversy or claim arising out of or relating to this agreement or
breach thereof shall be settled by arbitration in the City of Bellevue in
accordance with the rules then obtaining of the American Arbitration
Association and judgment upon the award rendered may be entered in any
court having jurisdiction thereof.
12. Governing Law
The agreement and the performance of this agreement shall be governed by
the laws of the State of Ohio.
13. Captions
It is understood and agreed by the Executive and the Company that the
captions at the beginning of the several sections and paragraphs of this
agreement are not part of the context thereof, but are only there as guides
or labels to assist in locating and reading such sections and paragraphs.
14. Heirs and Assigns
It is understood and agreed by the Executive and the Company that in the
event of the death of the Executive, all deferred cash payments or other
benefits due the Executive at the time of death shall immediately become
due and payable to the Executive's estate and that the contract shall
become null and void as it shall pertain to all other benefits contained
herein. In the event of a sale or merger, the right and obligations of
Company under this agreement shall inure to the benefit of and shall be
binding upon, its successors and assigns.
15. Valuable Consideration
The parties, acknowledge that there is valuable consideration being given
by both parties, including, but not limited to, the mutual promises
contained herein, constituting new and adequate consideration for the
execution of this agreement and the enforcement thereof.
Dated this 15th day of November, 1995
Witnesses: NO. 1:
THE UNION BANK AND SAVINGS COMPANY
/s/ Xxxxxx X. Most BY: /s/ Xxxxxx X. Xxxxxx, Vice Chairman
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/s/ Xxx X. Xxxxxxxxx
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NO. 2:
UNION BANCSHARES CORP.
/s/ Xxxxxx X. Most BY: /s/ J. R. Xxxxxxx, President
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/s/ Xxx X. Xxxxxxxxx
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NO.3
EXECUTIVE
/s/ Xxxxxx X. Most /s/ Xxxxxxxx X. Xxxxxxxx
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/s/ Xxx X. Xxxxxxxxx
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