1
10.16 EMPLOYMENT AGREEMENT BY AND BETWEEN SECOND BANCORP AND XXXX X. BLOSSOM,
DATED DECEMBER 6, 1999.
EMPLOYMENT AGREEMENT
--------------------
THIS AGREEMENT is made as of this _____ day of ___________,
1999, by and between SECOND BANCORP, INCORPORATED, an Ohio corporation ("Second
Bancorp"), and Xxxx X. Blossom ("Executive") .
WITNESSETH :
------------
WHEREAS, Second Bancorp desires to employ Executive to operate
and direct its business as President and Chief Operating Officer; and
WHEREAS, Second Bancorp and Executive desire to enter into a
written employment agreement setting forth their agreement with respect to the
terms of Executive's employment.
NOW, THEREFORE, the parties do hereby agree as follows:
1 . DEFINITIONS. For purposes of this Agreement, the
following terms shall be defined as set forth in this Section 1.
1.1 "Board" shall mean the Board of Directors of Second
Bancorp.
1.2 "Disability" shall mean any disability which continuously
disables and wholly prevents Executive from performing his duties under this
Agreement and which is expected to be of a permanent duration. The determination
of whether Executive is disabled shall be made by two duly licensed physicians,
one chosen by the Board and one chosen by
57
2
Executive. In the event the two physicians are unable to agree with respect to
whether Executive is disabled, the determination of whether Executive is
disabled shall be made by a third duly licensed physician chosen by the two
physicians.
1.3 "Discharge for Cause" shall mean the termination of
Executive's employment with Second Bancorp due to (i) Executive's conviction of
either a felony involving moral turpitude or any crime in connection with his
employment by Second Bancorp; or (ii) actions by Executive as an executive
officer of Second Bancorp which are prohibited or contrary to law, or contrary
to the best interests of Second Bancorp; or (iii) Executive's willful failure to
take actions permitted or required by law and necessary to implement policies of
the Board as reflected in the minutes and records of the Board; or (iv)
Executive's continued failure to attend to his duties as an executive officer of
Second Bancorp as set forth in this Agreement; or (v) any condition which either
resulted from Executive's habitual drunkenness or addiction to narcotics, or
resulted from any intentionally self-inflicted injury.
1.4 "Employment Date" shall mean the day upon which Executive
formally became an employee of Second Bancorp which day was December 6, 1999.
1.5 "Fiscal Year" shall mean Second Bancorp's annual
accounting period. which is the twelve (12) month period ending each
December 31.
1.6 "Change in Control" shall be deemed to have occurred if
and when:
(a) Any person or group of persons acting in concert and
not presently in control of the Company shall have
acquired ownership of or the right to vote or to
direct the voting of shares of capital stock of the
Company representing 51% or more of the total voting
power of the Company, or
58
3
(b) The Company shall have merged into or consolidated
with another corporation, or another corporation has
merged into the Company, on a basis whereby less than
a majority of the total voting power of the surviving
corporation is represented by shares held by former
shareholders of the Company immediately prior to such
merger or consolidation, or
(c) The Company shall have sold substantially all of its
assets to another corporation or other entity or
person.
2. TERM. Second Bancorp hereby agrees to employ Executive
and Executive hereby agrees to accept employment by Second Bancorp for a period
of five (5) years (the "Employment Period") commencing on the Employment Date.
This Agreement may be extended by mutual agreement of the parties.
3. TITLE AND DUTIES. Executive's titles shall be President and
Chief Operating Officer of Second Bancorp and President and Chief Executive
Officer of The Second National Bank of Xxxxxx (the "Bank"). Further, Executive
shall be designated as Chief Executive Officer of Second Bancorp at an
appropriate time. Executive shall, under the direction of the Board, exercise
all of the authority that such title and office confer, shall report and be
responsible only to the Board and, in general, shall direct and manage all the
operations of Second Bancorp and the Bank and the employees of Second Bancorp
and the Bank.
4. COMPENSATION. Executive shall be paid compensation by
Second Bancorp for the services rendered by him as set forth below:
4.1 Executive shall be entitled to a base salary for the term
of this Agreement of not less than Four Hundred Thousand Dollars ($400,000.00)
per annum, payable in accordance with Second Bancorp's general salary payment
procedures for its executives. In the event that
59
4
the Employment Date is some date other than the first day of a month, the base
salary payable to Executive for the month in which the Employment Date occurs
shall be appropriately prorated.
4.2 Executive's job performance shall be reviewed annually by
the Compensation and Organization Committee no later than the first quarter of
the Fiscal Year. In addition to the amounts described in Section 4.1, Executive
shall be paid such other amounts in addition to his base salary as the Board
may, in its discretion, determine from time to time, provided that any such
additional payments shall not be considered to be "base salary" for purposes of
Section 4.1 above unless designated as such by the Board.
4.3 Second Bancorp and Executive shall enter into a Severance
Agreement which shall continue Executive's salary, bonus, and fringe benefits in
the event of a Change in Control. A proposed Severance Agreement is attached
hereto as Exhibit A.
5. BONUSES.
5.l In addition to any payments made pursuant to Section 4
above, Executive shall be entitled to receive a guaranteed bonus of $150,000.00
for the first year of the Employment Period, which shall provide Executive with
a prorated portion of the guaranteed bonus in 1999 and a full payment of the
guaranteed amount for 2000. For the balance of the Employment Period,
Executive's target bonus shall be based on achievement of personal and corporate
objectives agreed on by the Executive and the Board. The target for such bonus
shall be 35% of his base salary and no more than 75% of his base salary.
60
5
5.2 The amount of bonus for Fiscal Year 2001 and thereafter
shall be calculated and paid in accordance with such bonus program or
arrangement as Second Bancorp and the Executive shall thereupon agree.
5.3 As consideration for the loss of benefits incurred by
Executive for leaving his current employment and being employed by Second
Bancorp prior to December 31, 1999, Second Bancorp shall pay to Executive a lump
sum payment of $250,000.00 in cash on or prior to January 15 of the year 2000.
6. STOCK OPTION AWARDS.
6.1 In addition to any payments made pursuant to Sections 4
and 5 above, if Executive is employed by Second Bancorp prior to December 31,
1999, Executive shall be entitled to receive 20,000 stock option awards pursuant
to the stock option plan of Second Bancorp. An award of 10,000 stock options
shall be granted to Executive immediately upon commencement of the Employment
Term. The balance of the stock option awards shall be granted on January 1,
2000. If Executive is hired after December 31, 1999, Second Bancorp shall use
its best efforts to obtain shareholder approval for the award of 20,000 stock
option awards to Executive in calendar year 2000. Executive and the Board shall
jointly work to provide a program of this nature on a continuing basis for
Executive and the officers of Second Bancorp.
6.2 Second Bancorp will use its best efforts to obtain
shareholder approval for the issuance of restricted stock of Second Bancorp. If
successful, such stock shall be granted to Executive pursuant to the following
performance measures which shall be applied five (5) years
61
6
from the date of grant of such restricted stock. Such measures shall be
independent of each other and will work as follows:
(i) Executive shall be awarded restrictive stock based
on Second Bancorp's ROA. The threshold ROA of Second
Bancorp shall be 1.35% and the target will be 1.50%,
with performance above 1.50% ROA uncapped. The
restricted share awards for the above goals shall be
1,500 shares at 1.35% and 3,000 shares at 1.50%. For
performance above 1.50% ROA, the payout will be
determined by extrapolation from the points above.
Such formula shall award 100 additional restricted
shares for each 1 basis point by which actual ROA
exceeds 1.50%. For example, a 1.70% ROA would earn
5,000 shares.
(ii) Executive shall be awarded restrictive stock based
on the increase in Second Bancorp's earnings per
share. The threshold Earnings Per Share ("EPS")
growth will be 70% above the actual 1999 EPS (now
projected to be about $1.65). The target for EPS
growth will be 100% of the actual EPS growth for
Fiscal Year 1999. The restricted share awards
corresponding to the above goals will be 1,500 shares
at 70% and 3,000 shares at 100%. For performance
above 100% EPS growth, the payment will be determined
by extrapolation from the points above. Such formula
shall award 50 additional restricted shares for each
1 percentage point by which EPS growth exceeds 100%.
For example, a 115% EPS growth would earn 3,750
shares. In calculating EPS, extraordinary,
non-recurring expenses and income shall be excluded
from the EPS.
7. FRINGE BENEFITS. In addition to all other remuneration
provided by Second Bancorp pursuant to this Agreement, during the term of this
Agreement Executive shall be entitled to the following benefits at Second
Bancorp's expense:
7.1 Life insurance on the life of Executive in the amount of
one and one half (1 1/2) times Executive's base salary, plus bonus, as the same
shall be adjusted from time to time. Such
62
7
insurance shall provide payment in the event of Executive's death for any reason
to a beneficiary or beneficiaries designated by Executive.
7.2 Bank-paid membership in the following clubs: (i) the
Trumbull Country Club, (ii) the Buckeye Club, and (iii) a country club mutually
selected by Executive and the Board.
7.3 An annual physical at a clinic or from a physician of
Executive's choice to be conducted in the Cleveland, Akron, or Warren, Ohio,
area.
7.4 Income tax preparation services from an accountant or
service of Executive's choice.
7.5 Paid vacation of four (4) weeks during each year of this
Agreement.
7.6 All other rights and benefits for which Executive may be
eligible pursuant to any employee benefit plans maintained from time to time by
Second Bancorp for its executives or its employees.
8. MOVING EXPENSES. Second Bancorp will provide Executive
the following expenses and services (whether by direct payment or by
reimbursement to Executive as Executive shall elect) in connection with
Executive's move to the Warren, Ohio, area:
8.1 Actual moving, packing, and storage expenses for all
household and personal property of Executive and his family.
8.2 Travel expenses from Cincinnati and up to ninety (90) days
of living expenses for Executive in the Warren, Ohio, area prior to his move to
the Warren, Ohio, area in reasonable accommodations of his choice.
63
8
8.3 All brokerage fees incurred by Executive with respect to
the sale of his present residence if paragraph 8.4 herein is not invoked.
8.4 In the event Executive has not sold his present residence
located at 000 Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, within ninety (90) days
after Executive has commenced his employment with Second Bancorp, Second Bancorp
shall arrange for the purchase of his present residence from Executive at a
value to be determined by Executive and Second Bancorp by mutually selecting a
real estate marketing firm. Typically, such firms obtain several appraisals of
Executive's residence and the purchase price is some average of the several
appraisals.
9. CONDITIONS AND PLACES OF EMPLOYMENT.
9.1 Executive's services will be rendered in the Warren, Ohio,
region or at such other places as he and the Board deem advisable. Executive
shall devote his full time and attention to his duties under this Agreement both
within and outside normal working hours as shall be reasonably required by the
Board.
9.2 While he is employed under this Agreement, Executive shall
not, without the prior written consent of the Board, directly or indirectly
engage in, or accept any position as agent, employee, officer, or director of,
or consult with, advise, invest in (except for investments held by Executive as
of the date hereof and except for investments of less than 5% of the capital
stock of a publicly traded company) or otherwise in any way give assistance or
aid to any person, engaging in business (except in the ordinary course of his
duties as defined herein), provided, however, that nothing contained in this
Section 9.2 shall prohibit Executive from serving as a director (whether or not
Executive receives remuneration for such service) of any company
64
9
which is not affiliated with Second Bancorp, or as an officer or director of any
charitable or civic organizations in the northeast Ohio area, provided said
service is satisfactory to the Board.
Furthermore, if the employment of Executive with Second
Bancorp shall be terminated during the term of this Agreement through a
discharge for cause, or if he voluntarily quits, Executive shall not directly
compete with Second Bancorp or its affiliates in their marketing area for a one
(1) year period following such termination of employment.
Executive shall not, at any time during the term of his
employment hereunder, directly or indirectly disclose or furnish to any person
not entitled to receive the same for the immediate benefit of Second Bancorp,
any trade secrets or confidential information, including, but not limited to,
information as to the business methods, operations, and affairs of Second
Bancorp.
10. EXPENSES, ETC. All ordinary and necessary expenses
reasonably incurred by Executive in connection with the performance of his
duties hereunder, including expenses for travel, entertainment, and other
business activities, shall be paid by Second Bancorp or reimbursed to Executive
as the case may be. Second Bancorp shall provide, for Executive's business and
personal use, an automobile compatible with Executive's status and shall provide
for all operation and maintenance expenses in connection therewith, including
adequate insurance with respect thereto. In the alternative, Second Bancorp
shall pay Executive a reasonable automobile allowance for the automobile
expenses described in this Section 10.
11. BOARD OF DIRECTORS. Second Bancorp will uses its best
efforts to cause Executive to become and remain a member of its Board throughout
the term of this Agreement.
65
10
Executive shall receive compensation in such capacities as is paid to "inside"
directors of Second Bancorp.
12. TERMINATION OF EXECUTIVE'S EMPLOYMENT DURING THE TERM OF
THIS AGREEMENT.
12.1 DISABILITY AND DEATH. In the event that Executive's
employment with Second Bancorp is terminated by Second Bancorp because of
Executive's disability or death during the term of this Agreement, the
consequences shall be as follow: (i) Executive shall be entitled to receive his
base salary described in Section 4 hereof equitably prorated through the date of
Executive's termination of employment; (ii) all amounts of bonus which have not
been paid to Executive, including a bonus for the Fiscal Year of his termination
of employment equitably prorated through the day of such termination, shall be
paid to Executive at the time set forth in Section 5 hereof; (iii) benefit
coverage and entitlements granted to Executive pursuant to Sections 7, 8, and 10
hereof shall cease; except for rights accrued but not yet paid to Executive.
12.2 RESIGNATION AND DISCHARGE FOR CAUSE. In the event that
Executive's employment with Second Bancorp is terminated during the term of this
Agreement as a result of Executive's resignation or Discharge for Cause, the
consequences shall be as follows: (i) Executive shall be entitled to receive his
base salary described in Section 4 hereof equitably prorated through the date of
Executive's termination of employment; (ii) all amounts of bonus which have not
been paid to Executive shall be paid to Executive at the time set forth in
Section 5 hereof, provided that he shall not be entitled to a bonus for the
Fiscal Year which includes the date of his termination of employment; (iii)
fringe benefit coverages granted to Executive pursuant to Section 7, 8, and 10
hereof shall cease.
66
11
12.3 DISCHARGE WITHOUT CAUSE. In the event that Executive's
employment with Second Bancorp is terminated without cause, the consequences
shall be as follows: (i) Executive shall be entitled to receive his base salary
described in Section 4 hereof for twenty-four (24) months commencing with the
month following his termination; (ii) Executive shall be entitled to receive a
prorated bonus for the Fiscal Year of termination prorated to the date of
termination and he shall be entitled to two (2) additional annual bonus payments
in an amount equal to the Fiscal Year's annual bonus paid to Executive prior to
termination with such payments to be made prior to March 31 of Second Bancorp's
Fiscal Year; and the benefit coverage and entitlements granted to Executive
pursuant to Sections 7, 8, and 10 hereof shall continue for twenty-four (24)
months commencing with the month following termination. Notwithstanding the
benefits conveyed to Executive pursuant to this Section 12.3, Executive's right
to receive his base salary and fringe benefits under Sections 7, 8, and 10 shall
terminate on the date Executive accepts a position with another company or
lending institution.
13. NOTICES. All notices, demands, or other communications
under this Agreement shall be effective if in writing and either given
personally to the other party or sent prepaid certified or registered mail, with
return receipt requested, addressed to the other party as set forth below or at
such other address as may have been furnished by such other party in writing.
Any notice sent by mail pursuant to the preceding sentence shall be deemed to
have been received no later than seven (7) days after the date of mailing.
Notices to Executive by mail shall be sent to Executive's residence address as
shown on the records of Second Bancorp. Notices to Second Bancorp may be
delivered by hand to the Chairman of the Compensation and
67
12
Organization Committee of Second Bancorp or by mail by sending same to Second
Bancorp's headquarters, "Attention: Chairman of the Compensation and
Organization Committee".
14. BINDING EFFECT. This Agreement shall be binding on the
parties hereto, and their respective heirs, personal representatives,
successors, and permitted assigns.
15. GOVERNING LAW; SEVERABILITY. This Agreement and the
relationships of the parties in connection with the subject matter of this
Agreement shall be governed by and determined in accordance with the laws of the
State of Ohio. If any provision of this Agreement or the application thereof
shall for any reason and to any extent be invalid and unenforceable, the
remainder of this Agreement shall not be affected thereby, but rather shall be
enforced to the full extent permitted by law.
16. GENDER; NUMBER. The use of the feminine, masculine, or
neuter pronoun herein shall not be restrictive as to gender and shall be
interpreted in all cases as the context may require. The use of the singular or
plural herein shall not be restrictive as to number and shall be interpreted in
all cases as the context may require.
17. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same document. Counterparts may be
executed on the same date (or different dates) in different locations and
telephonic confirmation by all individual signators shall be deemed proper,
complete, and binding execution of this Agreement (on the date Executive and at
least one signator for Second Bancorp has signed) such that this Agreement shall
thereafter be in full force and effect.
68
13
18. ENTIRE AGREEMENT; AMENDMENT. This Agreement sets forth the
entire understanding and agreement of the parties hereto concerning the subject
matter hereof. No representation, promise, inducement, or statement of intention
has been made by or on behalf of any party hereto concerning the subject matter
hereof which is not set forth in this Agreement. This Agreement may be amended
only by a writing which is signed by both Executive and Second Bancorp and which
is specifically authorized or ratified by the Board.
19. NO ASSIGNMENT WITHOUT CONSENT OF SECOND BANCORP. Except as
set forth herein or either by operation of law upon Executive's death or
pursuant to Executive's Will upon his death, no rights of any kind under this
Agreement shall, without the specific authorization of the Board, be
transferable or assignable by Executive or any other person, or be subject to
alienation, encumbrance, garnishment, attachment, execution, or levy of any
kind, voluntary or involuntary.
69
14
IN WITNESS WHEREOF, this Agreement is executed by Second
Bancorp, Incorporated, by its _____________________________, being duly
authorized by the Board, and by Xxxx X. Blossom on this _____ day of
_______________, 1999.
SECOND BANCORP, INCORPORATED
By: ________________________________
Its: ________________________________
"Second Bancorp"
------------------------------------
Xxxx X. Blossom
70
