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Exhibit 10(b)
EMPLOYMENT AGREEMENT
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THIS AGREEMENT is entered into this 28th day of April, 1997, between
OAK HILL BANKS, an Ohio corporation ("Employer"), and D. XXXXX XXXX
("Employee").
RECITALS:
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A. Oak Hill Banks is a banking corporation chartered under the law of
Ohio. Employee is employed by Unity Savings Bank, a savings bank that is
chartered under the law of Ohio ("Unity Savings").
B. Unity Savings has entered into (i) a certain Agreement and Plan of
Merger with Employer, dated April __, 1997 (the "Merger Agreement"), and (ii) a
certain Supplemental Agreement with Oak Hill Financial, Inc. and Employer, also
dated April __, 1997 (the "Supplemental Agreement"), pursuant to which Unity
Savings is to be merged into Employer (the "Merger") (the Merger Agreement and
the Supplemental Agreement collectively referred to as the "Merger Documents").
C. In accordance with the terms of the Merger Documents, and in
consideration of the consummation of the transactions contemplated thereunder,
Employer and Employee desire to enter into an agreement regarding the employment
of Employee by Employer, upon the terms and conditions set forth below.
AGREEMENT:
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In consideration of the foregoing Recitals and the mutual promises set
forth below, Employer and Employee hereby agree as follows:
1. EMPLOYMENT. Effective as of the Effective Time of the Merger (as
defined in the Merger Documents), Employer shall employ Employee upon and
subject to the terms and conditions contained in this Agreement.
2. TERM. Unless earlier terminated in accordance with Section 8 below,
the term of Employee's employment under this Agreement shall be for a period of
three (3) years, commencing on the Effective Date (collectively, the "Initial
Term" and, individually, an "Initial Employment Year"). The Initial Term may be
extended by the mutual, written agreement of the parties. If Employee continues
to be employed by Employer following the end of the Initial Term without a
written extension of this Agreement specifying a definite term for such
extension, such employment shall be on an "at will" basis, and may be terminated
by Employer at any time, without cause or notice. All of the terms and
conditions contained in this Agreement shall continue to apply during any such
extension or continuation of employment.
3. DUTIES. Employee shall be employed by Employer as Senior Vice
President. He shall report directly to the President and Chief Executive Officer
of Employer. He shall have such duties and responsibilities as are normally
associated with his position, and shall have such specific and additional duties
and responsibilities as may be assigned to him from time to time by the
President. He shall be appointed to serve as a member of the Board of Directors
of Employer and of Oak Hill Financial, Inc., to serve in accordance with the
requirements of applicable law and the terms of the regulations of the
respective corporations. During the term of his employment under this Agreement,
Employee shall devote his full business time and efforts to the performance of
his duties under this Agreement and shall not, without the express written
consent of the President of Employer, participate in any other business
activities, except for (i) personal investments that do not interfere with his
duties and responsibilities under this Agreement, (ii) vacations, (iii) other
leave time in accordance with the policies and practices of Employer; and (iv)
reasonable participation in community, civic, charitable, trade or similar
organizations. Employee shall, upon the request of Employer, serve as an officer
of affiliates of Employer.
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4. COMPENSATION. Employer agrees to pay to the Employee and the
Employee agrees to accept the following amounts as compensation in full for his
services in any capacity hereunder, including services as an officer, director,
member of any committee or in the performance of other like duties assigned to
him by the Board of Directors of Employer:
(a) BASE SALARY. During the employment period, Employer shall pay to
the Employee a base annual salary in the amount of One Hundred Thousand Dollars
($100,000.00), payable in installments in accordance with the standard payroll
practices of the Employer as in effect from time to time (the "Minimum Annual
Base Salary"). The compensation of the Employee may be reviewed in good faith by
both parties during the Initial Term and the renewal terms and may be increased
by mutual consent, but in no event shall the annual base salary be less than the
Minimum Annual Base Salary described above.
(b) BONUS COMPENSATION AND STOCK OPTIONS. The Employee shall be
immediately eligible to participate in Employer's 1997 bonus compensation
program. The Employee also shall be immediately eligible to participate in the
Employer's 1995 Stock Option Plan (the "Option Plan"), and shall receive at the
Effective Time options to purchase 20,000 shares of the Employer's common stock
at the then-prevailing market price in accordance with and subject to the terms
of the Option Plan, on the first anniversary of the Effective Time options to
purchase 5,000 shares (subject to adjustment in the nature of stock dividends,
stock splits, etc.) and on the second anniversary of the Effective Time, options
to purchase 2,500 shares (subject to adjustment in the nature of stock
dividends, stock splits, etc.) at the then-prevailing market price.
(c) DIRECTORS' FEES. Directors' fees shall be payable in addition to
the other compensation provided in this Section 4.
5. FRINGE BENEFITS. Employer shall reimburse Employee for all
reasonable and necessary business expenses incurred by him in connection with
the performance of his duties under this Agreement, specifically to include, but
not to be limited to, business development expenses and mileage on his personal
vehicle when used for business purposes, in accordance with Employer's standard
practices and procedures, as the same may be modified from time to time.
Employee shall also be entitled to participate in all group insurance and other
benefit plans and programs made available by Employer to its employees
generally, to the extent commensurate with his position with Employer. All
amounts payable to Employee hereunder will be paid in accordance with Employer's
standard procedures, and shall be subject to all applicable federal, state, and
local withholding requirements.
6. CONFIDENTIALITY. Except in the ordinary course of his employment
with Employer, or with the express consent of Employer, Employee shall not at
any time, whether during or at any time after the term of his employment with
Employer, in any fashion, form, or manner, either directly or indirectly,
divulge, disclose, or communicate to any person, firm, or corporation, any
confidential and material information concerning the business of Employer or its
affiliated corporations, nor any trade secrets of Employer, which shall be
deemed to include, but not be limited to, any and all activities of Employee in
connection with the business of Employer.
7. NONCOMPETITION. If, prior to the fourth anniversary of the date
hereof, Employee voluntarily terminates his employment with Employer or Employer
terminates the employment of Employee for cause or for a failure by Employee to
satisfy certain minimum performance standards, or if, on or at any time after
the fourth anniversary of the date hereof, the employment of Employee with
Employer is terminated for any reason, then, in any such case, during the period
of one year following the date of such termination, Employee will not (i)
solicit any business from any person who or entity which is a customer of
Employer at the time of such termination or was a customer of Employer at any
time within one year prior to such termination, (ii) induce or attempt to induce
any such customer of Employer to terminate any business with Employer, or (iii)
induce or attempt to induce any employee of Employer to terminate his or her
employment with Employer.
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8. TERMINATION.
(a) Employee's employment under this Agreement shall terminate
automatically upon Employee's death or disability. For purposes of this
Agreement, Employee shall be deemed to be disabled if, by reason of injury or
illness (mental or physical), he has been or will be unable to perform his
duties under this Agreement for a continuous period of 120 days or for an
aggregate of 180 days in any 365-day period.
(b) Employer may, at its option, terminate Employee's
employment under this Agreement immediately, without notice to Employee, upon
the happening of any of the following events, any of which shall constitute a
termination "for cause" for purposes of this Agreement:
(i) any material breach of this Agreement by
Employee;
(ii) any act of fraud, embezzlement, or other willful
misconduct by Employee in relation to the business or affairs of
Employer or gross negligence by Employee in the performance of his
duties hereunder; or
(iii) any other illegal (other than traffic
violations or similar minor offenses) conduct on the part of Employee.
(c) Employee may terminate his employment under this Agreement
at any time upon 60 days' written notice to Employer.
9. EFFECT OF TERMINATION BY EMPLOYER WITHOUT CAUSE. If, prior to the
end of the Initial Term, Employer terminates the employment of Employee without
cause (as defined in Section 8 above), Employer will pay to such Employee the
sum equal to the total of the unpaid salary installment payments remaining to be
paid during the Initial Term, which will be payable in equal monthly
installments commencing on the date of such termination and continuing monthly
thereafter until the end of the Initial Term, and Employer will provide to the
Employee at Employer's expense for the remainder of the Initial Term, health,
life, disability and other benefits substantially equal to those provided to the
Employee at termination. Such payments and benefits shall be in lieu of any
other severance or compensation that might otherwise be payable to such Employee
under such Employee's Employment Agreement or otherwise, except as specifically
provided in paragraph 4(b) above. The Employee shall not be required to mitigate
the amount of any payment provided for in this Section 9 by seeking other
employment or otherwise.
10. NONASSIGNABILITY. Neither party may assign this Agreement to a
third party without the written consent of the other party; provided, however,
that Employer may assign this Agreement without the consent of Employee to any
affiliate of Employer.
11. AGREEMENT COMPLETE; AMENDMENTS. This instrument contains the entire
agreement of the parties with respect to the subject matter hereof. It may not
be amended, supplemented, or otherwise modified, except by an agreement in
writing, signed by the party against whom enforcement of the amendment,
supplement, or other modification is sought.
12. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Ohio.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
EMPLOYER:
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OAK HILL BANKS
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, President
EMPLOYEE:
/s/ D. Xxxxx Xxxx
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D. Xxxxx Xxxx
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