EMPLOYMENT AGREEMENT
EXHIBIT 10.1
This Agreement is made and entered into as of the 3rd day of May, 2010 (the
“Effective Date”), between CNB Bank, Inc., a West Virginia banking corporation (the “Company”) and
Xxxxxxxx Xxxxxxx (the “Executive”).
The Company desires to retain the Executive and the Executive desires to accept employment with the
Company under the terms and provisions set forth below.
and any other subsidiary company or affiliated company of the Company or its Parent Company (the
“Affiliated Companies”), of which there are none at the time of the making of this Agreement, and
the Executive agrees to serve the Company in such capacity, on a full-time basis, during the
Employment Period of this Agreement.
During the Employment Period of this Agreement, Executive shall not engage in other employment,
except with the prior consent of the Board of Directors.
3.3 Relocation. The Company may not require the Executive to perform services under this Agreement
outside a 50 mile radius of Berkeley Springs, West Virginia, without Executive’s consent, other
than normal business travel consistent with her executive level responsibilities.
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will adjust the Base Salary by such amount as is warranted in the sole discretion of the Board of
Directors based upon the Executive’s performance during the preceding year of employment.
(b) Business Expense Reimbursement. Reimbursement for, or payment of the legitimate business
expenses, including appropriate entertainment expense incurred by Executive on behalf of the
Company, pursuant to the written policies of the Company, and expenses for travel, management
seminars, related travel and related telephone use.
(c) 401(k) Plan. Participation in the 401(k) retirement benefit plan made available to the
employees of the Company on the same basis that other employees of the Company participate in such
plan.
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Executive will continue to participate in such insurance plans in accordance with the Company’s
existing policies regarding the continuation of insurance benefits following disability. If the
Executive terminates employment with the Company by retirement, then Executive will continue to
participate in such insurance plans in accordance with the Company’s existing policies regarding
the continuation of insurance benefits as post-retirement benefits.
Executive agrees to submit regular reports of personal use of the employee benefits as may be
required under the Internal Revenue Code of 1986 to be treated as taxable income to Executive in
order to allow the Company to determine the amount which must be reported to the Internal Revenue
Service as compensation to Executive.
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5.3 Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this
Agreement, “Cause” shall mean (A) any act of dishonesty or knowing and willful breach of fiduciary
duty to the Company; (B) conviction of a felony or a crime involving moral turpitude or unlawful,
dishonest, or unethical conduct that a reasonable person would consider damaging to the reputation
of the Company or conduct which is improper and unacceptable under the Company’s corporate
policies; (C) any material breach of any provision of this Agreement by the Executive; (D)
insubordination or refusal to perform assigned duties consistent with duties of a senior executive
or to comply with the reasonable directions of the Company’s Board of Directors; (E) an ORDER being
entered by the Board of Governors of the Federal Reserve, the West Virginia Banking Commission, or
the Federal Deposit Insurance Corporation, requiring the Executive to be removed from office
pursuant to authority granted by law. If the Executive’s employment is terminated for Cause, the
Company shall pay the Executive her full accrued Base Salary through the date of termination at the
rate in effect at the time of such termination, and the Company shall have no further obligation to
the Executive under this Agreement. Any incentive compensation or performance bonus shall be
forfeited if the Executive is terminated for Cause.
5.4 Termination by the Company other than for Cause. In the event that this Agreement is terminated
for any reason by the Company (except for a termination for “Cause” as defined in Section 5.3 above
or for death or disability), Executive shall be entitled to receive termination benefits in an
amount equal to the greater of (i) the remaining Base Salary during the Initial Period (or the
remaining Base Salary for the remainder of the Renewal Period in which the termination occurs) or
(ii) six months Base Salary at the then-current Base Salary.
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notice. In the event of such termination, all rights, duties and obligations of both parties shall
cease to be effective upon the end of the thirty-day notice period.
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shall be deemed work made for hire as defined in Section 101 of the Copyright Act, 15 U.S.C.A.
Section 101. If it is determined that any such works are not works made for hire, the Executive
hereby assigns to the Company all of the Executive’s right, title and interest, including all
rights of copyright, patent, and other intellectual property rights, to or in such Discoveries.
Executive covenants that she shall keep the Company informed of the development of all Discoveries
made, conceived or reduced to practice by the Company, in whole or in part, alone or with others,
which either result from any work Executive may do for, or at the request of, the Company, or are
related to the Company’s present or contemplated activities, investigations, or obligations.
Executive further agrees that at the Company’s request and expense, she will execute any deeds or
documents necessary to transfer any such Discoveries to the Company and to cooperate with the
Company or its nominee in perfecting the Company’s title (or the title of the Company’s nominee) in
such materials.
9. Interference with Relationships. During the period ending two years after any termination of the
Employee’s employment, Executive shall not, directly or indirectly, as employee, agent, consultant,
owner, director, co-partner or in any other individual or representative capacity intentionally
solicit or encourage any present or future customer of the Company to terminate or otherwise alter
his, her or its relationship with the Company in an adverse manner.
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that in the event of Executive’s actual or threatened breach of any such Restrictive Covenants, the
Company will have no adequate remedy at law. Executive accordingly agrees that in the event of any
actual or threatened breach by her of any of the Restrictive Covenants, the Company shall be
entitled to immediate temporary injunctive and other equitable relief, without the necessity of
showing actual monetary damages, subject to hearing as soon thereafter as possible. Nothing
contained herein shall be construed as prohibiting the Company from pursuing any other remedies
available to it for such breach or threatened breach, including the recovery of any damage which it
is able to prove.
14.4 Arbitration. Any controversy, claim or dispute of whatever nature between Executive and the
Company arising out of or relating to this Agreement, or arising out of Executive’s employment with
the Company, shall be resolved by binding arbitration before a single arbitrator in Xxxxxx County,
West Virginia pursuant to the Employment Dispute Resolution Rules of the American Arbitration
Association. Each party shall bear its own costs, expenses and fees, including without limitation
attorneys’ fees and experts’ fees with respect to any such arbitration. Judgment upon any resulting
arbitration award may be entered in any court of competent jurisdiction.
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If to the Company:
CNB Bank, Inc.
Attention: Board of Directors
000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Board of Directors
000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
If to the Executive:
Xxxxxxxx Xxxxxxx
00 Xxxxxx Xxx
Xxxxxxxxxx XX 00000
00 Xxxxxx Xxx
Xxxxxxxxxx XX 00000
Either party may send any notice, request, demand, claim or other communication hereunder to the
intended recipient at the address set forth above using any other means (including personal
delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic
mail), but no such notice, request, demand, claim, or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended recipient. Either party
may change the address to which notices, requests, demands, claims, and other communications
hereunder are to be delivered by giving the other party notice in the manner herein set forth.
14.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of West Virginia
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Employer: | ||||
CNB Bank, Inc., | ||||
by:
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/s/ Xxxxxx X. Xxxxxxx
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Employee: | ||||
/s/ Xxxxxxxx Xxxxxxx
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