RURBAN FINANCIAL CORP. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT FOR DUANE L. SINN
Exhibit
10.17
AMENDED
AND RESTATED
FOR
XXXXX X. XXXX
THIS AGREEMENT between RFC and the
Executive was originally effective as of the first day of March, 2006 (the
“Effective Date”). Effective as of the Restatement Effective Date,
RFC and the Executive hereby amend and restate this Agreement in its entirety as
set forth herein.
For
purposes of this Agreement, the following capitalized words and phrases shall
have the following meanings unless another context clearly requires another
meaning:
1.2 AGREEMENT. This
Rurban Financial Corp. Amended and Restated Change of Control Agreement for
Xxxxx X. Xxxx, as it may be amended from time to time.
(a) The
willful failure by the Executive to substantially perform his duties hereunder
(other than a failure attributable to an event that constitutes Good Reason or
resulting from
Executive’s incapacity because of death or disability), after notice from RFC,
and a failure to cure such violation within twenty (20) days of said
notice;
1.
(b) The
willful engaging by the Executive in misconduct injurious to RFC or the Change
Entity;
(c) Dishonesty,
insubordination or gross negligence of the Executive in the performance of his
duties;
(d) Executive’s
breach of fiduciary duty involving personal profit;
(e) Executive’s
violation of any law, rule or regulation governing issuers of publicly traded
securities or banks or bank officers or any regulatory enforcement actions
issued by a regulatory authority against the Executive;
(f)
Conduct on the part of Executive which
brings public discredit to RFC or the Change Entity and, if the effect may be
cured, a failure to cure within twenty (20) days of the date notice of such
conduct is delivered to the Executive;
(g) Executive’s
conviction of, or plea of guilty or nolo contendere to, a felony (including
conviction of or plea of guilty or nolo contendere to a misdemeanor that was
originally charged as a felony but was reduced to a misdemeanor as a result of a
plea bargain), crime of falsehood or a crime involving moral turpitude or the
actual incarceration of Executive for a period of twenty (20) consecutive days
or more;
(h) An
act by the Executive affecting any of RFC’s or the Change Entity’s employees,
customers, business associates, contractors or visitors that an independent
third party decides, after reasonable investigation, constitutes unlawful
discrimination or harassment or violates RFC’s or the Change Entity’s policy
concerning discrimination or harassment;
(i)
Executive’s theft or abuse of
RFC’s or the Change Entity’s property or the property of RFC’s or the Change
Entity’s customers, employees, contractors, vendors or business
associates;
(j)
The direction or recommendation of a
state or federal bank regulatory authority to remove Executive from his
position(s) with RFC or the Change Entity;
(k) Executive’s
willful failure to follow the good faith lawful instructions of the board of
directors of RFC or of the Change Entity with regard to its operations, after
written notice and, if the event may be cured, a failure to cure such violation
within twenty (20) days of the date said notice is delivered to the
Executive;
(l)
Material breach of any contract or agreement that
Executive entered into with RFC or the Change Entity, including breach of any of
the obligations described in Article 4 and, if the breach may be cured, a
failure to cure such breach within twenty (20) days of the date notice of such
is delivered to the Executive;
(m) Unauthorized
disclosure of the trade secrets or Confidential Information of RFC, the Change
Entity or any of their affiliates, trade partners or vendors;
2.
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(n)
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Any
intentional cooperation with any party attempting to effect a Change of
Control unless (i) RFC’s board of
directors has approved or ratified that action before the Change of
Control or (ii) that cooperation
is required by law.
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However,
Cause will not arise solely because the Executive is absent from active
employment during periods of vacation, consistent with RFC’s or the Change
Entity’s applicable vacation policy or other period of absence initiated by the
Executive and approved by RFC or the Change Entity.
Also, if, after the Executive
Terminates employment, RFC or the Change Entity learn that the Executive has
actively concealed conduct or an event that, if discovered before employment
Terminated, would have constituted “Cause,” the provisions of Section 3.1
will be applied retroactively to the date the Executive Terminated employment
and RFC or the Change Entity may recover any and all amounts paid to the
Executive (or to his or her beneficiaries) under this Agreement.
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(a)
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Of
a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A or any successor rule or regulation
promulgated under the Act;
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(b) A
merger or consolidation of RFC with or purchase of all or substantially all of
RFC’s assets by another “person” or group of “persons” (as such term is defined
or used in Sections 3.13(d) and 14(d) of the Act) and, as a result of such
merger, consolidation or sale of assets, less than a majority of the outstanding
voting stock of the surviving, resulting or purchasing person is owned,
immediately after the transaction, by the holders of the voting stock of RFC
before the transaction, regardless of when or how their voting stock was
acquired;
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(c)
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Any
“person” (as such term is defined in Section 3(a)(9) of the Act and as
used in Sections 13(d)(3) and 14(d)(2) of the Act) becomes through any
means a “beneficial owner” (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of RFC representing fifty percent
(50%) or more of the combined voting power of RFC’s then outstanding
securities eligible to vote for the election of RFC’s board of
directors;
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(d)
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Any
“person” as defined above, other than RFC, the Executive or RFC’s ESOP, is
or becomes the “beneficial owner” (as defined in Rule 13d-3 and Rule
13d-5, or any successor rule or regulation, promulgated under the Act),
directly or indirectly, of securities of RFC which represent twenty-five
percent (25%) or more of the combined voting power of the securities of
RFC, then outstanding but disregarding any securities with respect to
which that acquirer has filed SEC Schedule 13G indicating that the
securities were not acquired and are not held for the purpose of or with
the effect of changing or influencing, directly or indirectly, RFC’s
management or policies, unless and until that entity or person files SEC
Schedule 13D, at which point this exception will not apply to such
securities, including those previously subject to an SEC Schedule 13G
filing;
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3.
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(e)
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Individuals
who, on the Effective Date, constituted the board of directors of RFC (the
“Incumbent Directors”) cease for any reason to constitute at least a
majority of the members of RFC’s board of directors; provided that any
person becoming a director subsequent to the Effective Date whose election
or nomination for election was approved by a vote of at least two-thirds
of the then Incumbent Directors (either by a specific vote or by approval
of the proxy statement of RFC in which such person is named as a nominee
for director, without written objection to such nomination) shall be an
Incumbent Director; and further provided, however, that no individual
elected or nominated as a director of RFC initially as a result of an
actual or threatened election contest with respect to directors or any
other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than RFC’s board of directors shall ever be
deemed to be an Incumbent Director;
and
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(f)
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Any
other change of control of RFC similar in effect to any of the
foregoing.
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If more
than one event that constitutes a Change of Control occurs during a Protection
Period, the Executive shall be entitled to the amount that produces the largest
after-tax amount generated by any of the Changes of Control.
Notwithstanding any other provision of
this Agreement, the Executive will not be entitled to any amount under this
Agreement if he acted in concert with any person or group (as defined above) to
effect a Change of Control, other than at the specific direction of the board of
directors of RFC and
in his/her capacity as an employee of RFC.
(a) The
assignment of duties and responsibilities inconsistent with Executive’s status
as Chief Financial Officer of RFC, unless the Executive has simultaneously been
promoted to a more senior position and has been assigned substantive duties
normally associated with that new position;
4.
(b) A
reassignment which requires Executive to move his office more than fifty (50)
miles from the location of RFC’s principal executive office as existing on the
first day of the Protection Period;
(c) Any
reduction in the Executive’s Annual Direct Salary as in effect on the date
hereof or as the same may be increased from time to time, except such reductions
that are the result of a national financial depression, or national or bank
emergency when such reduction has been implemented for RFC’s or the Change
Entity’s senior management, as a group;
(d) Any
action that would materially reduce the employee benefits enjoyed by the
Executive on the first day of the Protection Period unless such reduction is
part of a reduction applicable to all employees;
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(e)
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Any
attempt by RFC or the Change Entity to amend or terminate this Agreement
without regard to the procedures described in
Section 5.5;
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(f)
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Failure
at any time during the Protection Period to obtain an assumption of RFC’s
or the Change Entity’s obligations under this Agreement by any successor
to any of them, regardless of whether such entity becomes a successor to
RFC or the Change Entity as a result of a merger, consolidation, sale of
assets or any other form of reorganization;
and
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(g)
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Any
unsuccessful attempt to terminate the Executive for
Cause.
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1.16 RFC. Rurban
Financial Corp., an Ohio corporation having a place of business at
000 Xxxxxxx Xxxxxx, Defiance, Ohio.
5.
The Term
of this Agreement shall be from the Effective Date through the end of the
thirty-sixth (36th) consecutive calendar month beginning on or immediately after
the Effective Date. Unless RFC notifies the Executive in writing to
the contrary at least ninety (90) days before the end of the twelfth (12th)
consecutive calendar month beginning after the Effective Date (and, thereafter,
anniversaries of the Effective Date) the Term of this Agreement will
automatically be extended for an additional twelve (12) calendar month
period. No such notice of non-renewal may be delivered during any
Protection Period and this Agreement will not expire (except as specifically
provided below) and will remain in effect throughout any Protection Period
regardless of whether that Protection Period ends after the date the Agreement
otherwise would expire. Notwithstanding the foregoing, this Agreement
will terminate on the earliest of the following to occur:
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(a)
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The
Executive’s employment Terminates before the beginning of the Protection
Period;
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(b)
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The
Executive agrees, in writing, to terminate this Agreement, whether or not
it is replaced with a similar agreement;
or
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(c)
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All
payments due under this Agreement have been fully
paid.
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(a)
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Within
thirty (30) days following the Executive’s Termination, pay to the
Executive a lump sum cash amount equal to two (2) times the Executive’s
Annual Direct Salary, subject to applicable withholdings and
taxes;
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(b)
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Provide
to the Executive (and the Executive’s family, if applicable, and if the
Executive had elected family coverage on the day before the date of
Termination) for a period of two (2) years continued health care, life
insurance and disability insurance coverage at the same level (both
separately with respect to each line of coverage and in the aggregate) and
subject to the same terms that were in effect on the first day of the
Protection Period. These benefits will be provided under the
insured arrangements maintained for active employees without cost to the
Executive. However, if RFC or the Change Entity is unable to
provide these benefits to the Executive through an insured arrangement
maintained for active employees and with the same tax consequences
available to active employees (“Equivalent Coverage”), RFC or the Change
Entity, whichever is appropriate, will distribute to the Executive
additional cash equal to the Executive’s cost of procuring Equivalent
Coverage (“Premium Burden”) (provided, however, that the Executives does
in fact procure Equivalent Coverage), plus an additional cash amount
sufficient to ensure that after all applicable federal, state and local
income, employment, wage and excise taxes (including those imposed under
Section 4999 of the Code with respect to this amount) (the “Gross-Up”),
the Executive has remaining cash equal to the Premium
Burden. Collectively, the Gross-Up and the Premium Burden are
referred to as the “Welfare Benefit Replacement Cost”. The
Executive agrees to make available to RFC or the Change Entity any
information reasonably necessary to calculate the amount of the Gross-Up;
and
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6.
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(c)
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The
Executive also will be entitled to receive any other payments or benefits
to which he is then entitled under the terms of any other contract,
arrangement, agreement, plan or program in which he is or has been a
participant, payable pursuant to the terms of the applicable contract,
arrangement, agreement, plan or
program.
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The provisions of Section 3.2 shall be
subject to the following: (i) any continuation of welfare benefit, other than
the health care plan during the applicable COBRA continuation period described
in Section 4980B of the Code, and (ii) any payment of the Welfare Benefit
Replacement Cost made pursuant to Section 3.2(b) shall first be treated as a
“limited payment” within the meaning of Treasury Regulation §1.409A-1(b)(9)(v)(D) any payments in
excess of the limited payment shall be subject to the following limitations: (A)
no payment shall be for the Welfare Benefit Replacement Cost incurred beyond the
period described in Section 3.2; (B) the amount of benefits provided or payments
made during any taxable year of the Executive may not affect the amount of
benefits provided or expenses eligible for payment to the Executive in any other
taxable year; (C) any payment shall be made by no later than the end
of the Executive’s taxable year following the taxable year of the Executive in
which the expense being paid was incurred; and (D) the right to benefits or
payment may not be subject to liquidation or exchange for another
benefit.
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(a)
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Cut-Back. Notwithstanding
any provision in this Agreement to the contrary (other than Sections
3.2(b), 5.7 and 5.11, which will apply under the circumstances described
in those sections), if, as of the Date of the Change of Control, the
Change Entity (after consulting with an independent accounting or
compensation consulting company) determines that the compensation and
benefits provided to the Executive pursuant to or under this Agreement
(other than the Welfare Benefit Replacement Cost as defined in
Section 3.2(b) or the amounts described in Sections 3.2(b), 5.7
and/or 5.11), either alone or when combined with other compensation and
benefits received by the Executive, would constitute “excess parachute
payments” within the meaning of Section 280G of the Code or the
regulations adopted thereunder, the compensation and benefits payable
pursuant to or under this Agreement (other than the Welfare Benefit
Replacement Cost and the amounts described in Sections 5.7 and 5.11)
shall be reduced to the extent necessary so that no portion thereof shall
be subject to Excise Taxes. The Executive or any other party
entitled to receive the compensation or benefits hereunder may request a
determination as to whether the compensation or benefit would constitute a
parachute payment and, if requested, such determination shall be made by
an independent accounting or compensation consulting company (other than
the entity described in the first sentence of this section) selected by
the Change Entity and approved by the party requesting such determination,
the fees of which will be borne solely by the Change
Entity. Any reduction pursuant to this Section 3.4 shall be
made in accordance with Section 409A of the Code and the Treasury
Regulations promulgated
thereunder.
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7.
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(b)
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Subsequent
Determinations. If the Internal Revenue Service subsequently and
finally determines that the amount of compensation and benefits (including
after the reduction applied under Section 3.4(a)) will result in the
imposition of Excise Taxes, the Executive will immediately remit an
additional amount to the Change Entity equal to the difference between the
amount paid (other than the Welfare Benefit Replacement Cost and those
amounts described in Sections 5.7 and 5.11) and the minimum amount
necessary to avoid the imposition of Excise
Taxes.
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(c)
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Audit. The
Executive agrees to promptly notify the Change Entity of an assessment or
inquiry from the Internal Revenue Service relating to payments under this
Agreement that would, if made final, result in imposition of Excise Taxes
and also agrees to cooperate with the Change Entity in contesting any
assessment of Excise Taxes. However, the Change Entity will
have complete control over resolution of any claim by the Internal Revenue
Service that might result in the imposition of Excise Taxes (although it
will have no dispositive power over any other tax matter that may be
subject to the same audit) and the Change Entity will bear all costs
associated with that effort. Any such payment by the Change Entity shall
be subject to the following limitations: (i) the costs eligible for
payment shall include any costs arising during the lifetime of the
Executive; (ii) the amount of costs paid during any taxable year of the
Executive may not affect the amount of costs eligible for payment in any
other taxable of the Executive year; (iii) any costs being paid
shall be paid no later than December 31 of the year following the year in
which they were incurred; and (iv) the right to payment may not be subject
to liquidation or exchange for another
benefit.
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(a)
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Executive
hereby acknowledges and recognizes the highly competitive nature of the
business of RFC. Accordingly, Executive agrees that if a Change
of Control occurs and provided that Executive receives the payments
described in Sections 3.1 and 3.2 of this Agreement, then in consideration
of this benefit during the Non-Competition Period, Executive shall
not:
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8.
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(i)
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Within
the Non-Competition Area, provide financial or executive assistance to any
person, firm, corporation or enterprise engaged in (1) the banking or
financial services industry (including bank holding companies), or
(2) any other activity in which RFC engaged on the Date of the Change
of Control; or
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(ii)
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Directly
or indirectly contact, solicit or induce any person, corporation or other
entity who or which is a customer or referral source of RFC during the
term of Executive’s employment or on the date of Termination of
Executive’s employment, to become a customer or referral source for any
person or entity other than RFC or, if applicable, the Change Entity;
or
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(iii)
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Directly
or indirectly solicit, induce or encourage any employee of RFC or, if
applicable, the Change Entity or its subsidiaries, who is employed during
the term of Executive’s employment or on the date of Termination of
Executive’s employment, to leave the employ of RFC or, if applicable, the
Change Entity or its subsidiaries or to seek, obtain or accept employment
with any person or entity other than RFC or, if applicable, the Change
Entity or its subsidiaries.
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(b)
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It
is expressly understood and agreed that, although Executive and RFC
consider the restrictions contained in this Section 4.1 reasonable for the
purpose of preserving for RFC and, if applicable, the Change Entity, its
good will and other proprietary rights, if a final judicial determination
is made by a court having jurisdiction that the Non-Competition Area, the
Non-Competition Period or any other restriction contained in this Section
4.1 is an unreasonable or otherwise unenforceable restriction against
Executive, the provisions of this Section 4.1 shall not be rendered void,
but shall be deemed amended to apply as to such maximum time and territory
and to such other extent as such court may judicially determine or
indicate to be reasonable.
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(c)
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The
existence of any immaterial claim or cause of action of the Executive
against RFC or, if applicable, the Change Entity, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the
enforcement by RFC of this covenant. The Executive agrees that
any breach of the restrictions set forth in this Section 4.1 will result
in irreparable injury to RFC or, if applicable, the Change Entity, for
which it will have no adequate remedy at law and RFC or, if applicable,
the Change Entity, shall be entitled to injunctive relief in order to
enforce the provisions hereof and/or seek specific performance and
damages.
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Prior to
the application of Section 3.4, RFC and/or the Change Entity will make
reasonable efforts to allocate value to the undertaking described in this
section and to allocate to that calculation the maximum amount due under Section
3.1.
4.2 UNAUTHORIZED
DISCLOSURE. During the term of Executive’s employment, or at
any later time, the Executive shall not, without the written consent of the
board of directors of RFC (or, if applicable, the Change Entity) or a person
authorized by them knowingly use or disclose to any person, other than an
authorized employee of RFC (or, if applicable, the Change Entity), or a person
to whom disclosure is reasonably necessary or appropriate in connection with the
performance by the Executive of his duties as an executive of RFC (or, if
applicable, the Change Entity), any material Confidential Information obtained
by him while in the employ of RFC (or, if applicable, the Change Entity) with
respect
to any of the services, products, improvements, formulas, designs or styles,
processes, customers, customer lists, methods of business or any business
practices of RFC (or, if applicable, the Change Entity or affiliates), the
disclosure of which could be or will be damaging to RFC (or, if applicable, the
Change Entity or affiliates); provided, however, that Confidential Information
shall not include any information known generally to the public (other than as a
result of unauthorized disclosure by the Executive or any person with the
assistance, consent or direction of the Executive) or any information of a type
not otherwise considered confidential by persons engaged in the same business or
a business similar to that conducted by RFC or its subsidiaries or affiliates or
any information that must be disclosed as required by law.
9.
5.1
NO EMPLOYMENT
CONTRACT. This Agreement is not an employment
contract. Nothing contained herein shall guarantee or assure
Executive of continued employment by RFC or the Change Entity.
If
to the Executive:
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Xxxxx
X. Xxxx
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_________________
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_________________
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If
to RFC:
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Human
Resource Director
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000
Xxxxxxx Xxxxxx
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Xxxxxxxx,
XX 00000
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If
to the Change Entity:
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At
the address provided
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or to
such other address as Executive, RFC or the Change Entity may have furnished to
the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.
5.5
WAIVER;
AMENDMENT. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by Executive and an executive officer designated by the
boards of directors of RFC or the Change Entity. No waiver by either
party, at any time, of any breach by the other party of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent
time. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing.
10.
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(a)
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Resolution of
Disputes. Corporation and Executive recognize that in
the event a dispute should arise between them concerning the
interpretation or implementation of this Agreement, lengthy and expensive
litigation will not afford a practical resolution of the issues within a
reasonable period of time. Consequently, each party agrees that
all disputes, disagreements and questions of interpretation concerning
this Agreement, except for any claims brought by Corporation for equitable
relief or an injunction to enforce the restrictive covenants contained in
Article 4, are to be submitted for resolution, in Defiance County, Ohio to
the American Arbitration Association (the “Association”) in accordance
with the Association’s National Rules for the Resolution of Employment
Disputes or other applicable rules then in effect
(“Rules”). Corporation or Executive may initiate an arbitration
proceeding at any time by giving notice to the other in accordance with
the Rules. Corporation and Executive may, as a matter of right,
mutually agree on the appointment of a particular arbitrator from the
Association’s pool. The arbitrator shall not be bound by the
rules of evidence and procedure of the courts of the State of Ohio, but
shall be bound by the substantive law applicable to this
Agreement. The decision of the arbitrator, absent fraud,
duress, incompetence or gross and obvious error of fact, shall be final
and binding upon the parties and shall be enforceable in courts of proper
jurisdiction. Following written notice of a request for
arbitration, Corporation and Executive shall be entitled to an injunction
restraining all further proceedings in any pending or subsequently filed
litigation concerning this Agreement, except as otherwise provided
herein.
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(b)
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Costs. The
Corporation or the Change Entity will bear all reasonable costs associated
with any dispute arising under this Agreement, including reasonable
accounting and legal fees incurred by the Executive in connection with the
arbitration proceedings just described. Any such payment by the
Corporation shall be subject to the following limitations: (i) the costs
eligible for payment shall include any costs arising during the lifetime
of the Executive; (ii) the amount of costs paid during any taxable year of
the Executive may not affect the amount of costs eligible for payment in
any other taxable of the Executive year; (iii) any costs being
paid shall be paid no later than December 31 of the year following the
year in which they were incurred; and (iv) the right to payment may not be
subject to liquidation or exchange for another
benefit.
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(c)
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Gross-Up. If
it is subsequently determined that payment of these costs are excess
parachute payments, the Corporation or the Change Entity will fully
gross-up the Executive for the income, wage, employment and excise taxes
associated with that payment so that, after all applicable federal, state
and local, income, wage, employment and excise taxes (plus any assessed
interest and penalties), the Executive will have incurred no liability
(either for these fees or the taxes just listed) with respect to the
matters encompassed in this section. Any payment pursuant this
Section 19(c) shall be made by no later than the end of the
Executive’s taxable year following the year in which the Executive
remitted payment of the taxes being
grossed-up.
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11.
If
otherwise due, payments not being contested under the procedures described in
this section will not be deferred during the pendency of procedures described in
this section.
If
otherwise due, payments not being contested under the procedures described in
this section will not be deferred during the pendency of procedures described in
this section.
5.8 LAW GOVERNING. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Ohio, without regard to its conflicts of law principles.
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(a)
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Except
as expressly provided in this Agreement, the Executive’s right to receive
the payments described in this Agreement will not decrease the amount of,
or otherwise adversely affect, any other benefits payable to the Executive
under any other plan, agreement or
arrangement.
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(b)
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The Executive is not required to mitigate the
amount of any payment described in this Agreement by seeking other
employment or otherwise, nor will the amount of any payment or benefit
provided for in this Agreement be reduced by any compensation or benefits
the Executive earns, or is entitled to receive, in any capacity after
Termination or by reason of the Executive’s receipt of or right to receive
any retirement or other benefits attributable to
employment.
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(c)
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Except
as expressly provided elsewhere in this Agreement, the amount of any
payment made under this Agreement will be reduced by amounts RFC or the
Change Entity, as applicable, is required to withhold in payment (or in
anticipation of payment) of any income, wage or employment taxes imposed
on the payment.
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(d)
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The
right of an Executive or any other person to receive any amount under this
Agreement may not be assigned, transferred, pledged or encumbered except
by will or by applicable laws of descent and distribution. Any
attempt to assign, transfer, pledge or encumber any amount that is or may
be receivable under this Agreement will be null and void and of no legal
effect. However, this section will not preclude payment of any
benefit to which a deceased Executive is
entitled.
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12.
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(e)
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Subject
to the preceding subsection (d), this Agreement inures to the benefit
of and may be enforced by the Executive’s personal or legal
representatives, executors, administrators, successors, heirs,
distributees, devisees and
legatees.
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(f)
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If
the Executive’s employment relationship shifts between RFC and any related
entity before a Change of Control or after a Change of Control, between
the Change Entity and any entity related to the Change Entity and there
has been no intervening Termination, this Agreement will remain in full
force and effect and for all purposes of this Agreement, the Executive’s
new employer will be substituted for the Executive’s prior
employer.
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(g)
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If
the Executive’s employer is no longer related to RFC, whether or not as
part of a transaction that constitutes a Change of Control, this Agreement
will remain in full force and
effect.
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13.
RURBAN
FINANCIAL CORPORATION
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By
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/s/ Xxxxxxx X. Xxxxx
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Date
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December 31,
2008
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EXECUTIVE
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/s/ Xxxxx X. Xxxx
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Xxxxx
X.
Xxxx
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Date
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December 31,
2008
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14.