EXHIBIT 10 L:
CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT ("Agreement") is made and entered into
as of the 24th day of March, 2003, by and between XXXXXX XXXX XXXXXXXX, an
individual resident of the State of Ohio ("Employee"), and GLB BANCORP, INC., an
Ohio corporation having its principal place of business in Mentor, Ohio (the
"Company").
W I T N E S S E T H:
WHEREAS, Employee is a valuable member of the Company's Management, who
currently serves as the Company's Chief Financial Officer; and
WHEREAS, Employee has requested that the Company provide Employee with
certain assurances in the event of the occurrence of a change of control as
hereinafter set forth; and
WHEREAS, the Company desires to provide Employee with the assurances
requested by the Company in the event of a change of control;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
1. TERMINATION OF EMPLOYMENT BY EMPLOYEE FOR GOOD REASON
FOLLOWING A CHANGE OF CONTROL
The Company agrees that Employee may terminate her employment
by the Company for "Good Reason" (as hereinafter defined) by written notice to
the Company in connection with or within the nine (9) month period following the
occurrence of a "Change of Control" (as hereinafter defined).
For purposes hereof, "Good Reason" shall mean the occurrence
in connection with or within the nine (9) month period following a Change of
Control of any of the following events:
1.1 CHANGE IN STATUS. Any termination of Employee's
employment, or any change in Employee's status, title, position,
responsibilities or general work environment with which Employee is
dissatisfied in Employee's sole and absolute discretion, unless any of
the foregoing are due to: (i) Employee's permanent and total
disability; (ii) governmental action; or (iii) in the case of
termination, unless such termination is for "Cause" as hereinafter
defined.
1.2 REDUCTION IN COMPENSATION. A reduction by the
Company in Employee's salary or bonus compensation.
1.3 RELOCATION. The relocation of Employee's
principal place of employment to a location that is more than twenty
(20) miles from Mentor, Ohio.
1.4 REDUCTION IN BENEFITS. The failure by the Company
to continue to provide Employee with benefits substantially similar to
those provided to Employee immediately prior to said Change in Control.
2. CHANGE IN CONTROL; PAYMENTS TO EMPLOYEE
2.1 COMPENSATION TO EMPLOYEE. If there is a Change in Control
of the Company during the term of this Agreement, Employee shall be entitled to
termination payments as provided in Section 3 hereof in the event that
Employee's employment by the Company is involuntarily terminated in connection
with, or within the nine (9) month period after, the Change in Control, unless
such termination is on account of Employee's permanent and total disability or
governmental actions or such termination is for Cause. Employee shall likewise
be entitled to such payments as are provided for in Section 3 of this Agreement
in the event that Employee's employment by the Company is terminated by Employee
for Good Reason in connection with, or within the nine (9) month period after,
the occurrence of a Change in Control.
2.2 DEFINITION OF CHANGE IN CONTROL. For purposes of this
Agreement, a "Change in Control" shall mean:
(a) the acquisition by a person or persons acting in
concert of the power to vote fifty percent (50%) or more of any class
of the Company's voting securities;
(b) the Company shall have merged into or consolidated
with another corporation, or merged another corporation into the
Company, on a basis whereby less than fifty percent (50%) of the total
voting power of the surviving company is represented by shares held by
persons who were shareholders of the Company prior to such merger or
consolidation; or
(c) the Company shall have sold substantially all of its
assets to another person. For purposes of this Agreement, the term
"person" refers to an individual, corporation, partnership, limited
liability company, trust, association, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or other entity.
3. PAYMENTS UPON CHANGE OF CONTROL
In the event of the involuntary termination of Employee's
employment by the Company or its successor in connection with, or within the
nine (9) month period after, a Change in Control, unless such termination is due
to Employee's permanent and total disability or to governmental actions, or is
for Cause; or in the event that Employee elects to terminate her employment by
the Company for Good Reason in accordance with the provisions of Section 1
hereof in connection with, or within the nine (9) month period after, a Change
of Control, then Employee shall be entitled to receive from the Company all
compensation and benefits through the effective date of such termination, plus
an additional amount equal to Employee's then current annual base salary, such
sum to be paid within ninety (90) days following the occurrence of the event
entitling Employee to such additional sums. Any amount due Employee pursuant to
this provision which is not paid within ninety (90) days shall bear interest at
the rate of ten percent (10%) per annum. Employee's entitlement to such payments
shall not be reduced or offset on account of any compensation earned or received
by Employee from any other employer or source.
4. TERMINATION OF EMPLOYEE'S EMPLOYMENT FOR CAUSE
The Company may at any time by written notice to Employee,
terminate Employee's employment and discharge Employee for "Cause", whereupon
the respective rights and obligations of the parties hereunder shall likewise
terminate (except as otherwise expressly herein provided). As used herein, the
term "Cause" means: chronic alcoholism; drug addiction; conviction of any crime
(other than a traffic offense) involving dishonesty or moral turpitude;
misappropriation of any money or other assets or
properties of the Company; other acts of dishonesty; or material failure by
Employee, in the judgment of the Company's Chairman or Vice-Chairman as ratified
by a resolution by the Company's Board of Directors, to perform her duties after
written notice thereof and a fifteen (15) day period in which to cure such
failure, and failure to cure such breach within fifteen (15) days after written
notice thereof.
5. PROTECTION OF CONFIDENTIAL INFORMATION;
NON-SOLICITATION; NON-INDUCEMENT; REMEDIES;
AND EXPENSES
5.1 CONFIDENTIAL INFORMATION. Employee agrees that at all
times hereafter (including all times during and after her employment by the
Company) she will not, either directly or indirectly, disseminate or make use of
any of the confidential business and technical information of the Company or its
customers, regardless of how such information may have been acquired. Such
confidential information shall be considered to include, without limitation,
advertising policies and procedures, financial information, the identity and
lists of actual and potential customers, and any product used by the Company,
all to the extent that such information is not intended for dissemination in the
industry. Furthermore, Employee agrees that upon termination of her employment
with the Company, she will promptly return to the Company all memoranda, notes,
records, reports, manuals and other documents (and all copies thereof) relating
to the Company's business which she may then possess or have under her control.
5.2 NO SOLICITATION OF EMPLOYEES OR CUSTOMERS. Employee
further agrees that for as long as she is employed by the Company and for a
period of nine (9) months from the termination of such employment she will not:
(a) in any manner induce, attempt to induce, or assist
others to induce or attempt to induce any employee, agent,
representative, or other person employed by or associated with the
Company, to terminate such employment or association, nor in any
manner, directly or indirectly interfere with the relationship between
the Company and any of such persons; or
(b) in any manner induce or attempt to induce any customer
of the Company to terminate her, her or its association with the
Company or do anything, directly or indirectly, to interfere with the
business relationship between the Company and any customers of the
Company.
5.3 REMEDIES. If Employee commits a breach, or threatens to
commit a breach, of any of the provisions of Sections 5.1 or 5.2 hereof, the
Company shall have the right and remedy, without posting bond or other security,
to have the provisions of this Agreement specifically enforced by any court
having equity jurisdiction, it being acknowledged and agreed by the parties that
any such breach or threatened breach will cause irreparable injury to the
Company for which money damages will not provide an adequate remedy. The rights
and remedies enumerated above shall be in addition to, and not in lieu of, any
other rights and remedies available to the Company at law or in equity.
5.4 REFORMATION OF AGREEMENT. In the event that any of the
covenants contained in Sections 5.1 or 5.2 of any portion thereof, shall be
found by a court of competent jurisdiction to be invalid or unenforceable as
against public policy, such court shall exercise its discretion in reforming
such covenant to the end that Employee shall be subject to nondisclosure,
non-solicitation and non-competition covenants that are reasonable under the
circumstances and enforceable by the Company.
5.5 EXPENSES AND ENFORCEMENT OF COVENANTS. In the event that
any action, suit or other proceeding at law or in equity is brought to enforce
any of the covenants in Sections 5.1 or 5.2 hereof or to obtain money damages
for the breach thereof, the party prevailing in any such action, suit or other
proceeding shall be entitled upon demand to reimbursement from the other party
for all expenses (including, without limitation, reasonable attorneys' fees and
disbursements) incurred in connection therewith.
6. NOTICES
All notices and other communications required or permitted to
be given hereunder shall be in writing and shall be deemed to have been duly
given if delivered by hand or sent by prepaid telegram, or mailed postage
prepaid, by certified mail (notices sent by telegram or mailed shall be deemed
to have been given and shall be effective on the date of dispatch or mailing, as
the case may be) to the parties at the following addresses or at such other
address for a party as such party may from time-to-time designate by notice in
writing to the other party in accordance therewith:
(a) If to the Company, to:
GLB BANCORP, INC.
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
Attention: Chairman, Board of Directors
(b) If to Employee:
XXXXXX XXXX XXXXXXXX
0000 Xxxxxxx Xxxx
Xxxxxx, Xxxx 00000
7. GENERAL
7.1 BINDING EFFECT; ASSIGNMENT. The terms and provisions of
this Agreement shall be binding upon and inure to the benefit of Employee, her
heirs at law, legatees, distributees, executors, administrators, other legal
representatives and permitted assigns, and shall be binding upon and inure to
the benefit of the Company and its successors and assigns. Employee may not
assign, pledge or encumber in any way all or part of her interest under this
Agreement without the prior written consent of the Company.
If the Company should merge or consolidate with, or sell all
or substantially all of its assets to, any other corporation or party, then the
provisions of this Agreement shall be binding upon and shall inure to the
benefit of the corporation resulting from such merger or consolidation or the
other corporation, or party to whom such assets are sold.
7.2 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio as applies to
contracts made and to be performed entirely within such State.
7.3 HEADINGS. The section headings contained in this Agreement
are intended solely for convenience of reference and shall be given no effect in
the construction or interpretation of this Agreement.
7.4 RECOVERY OF ATTORNEY FEES AND EXPENSES. In the event that
any action is brought for breach of any of the provisions hereof by either party
hereto, and in the further event that such breach is established, then and in
such event, the non-breaching party shall be entitled to recover reasonable
attorney fees and other expenses associated with the bringing and prosecution of
such action.
7.5 NO PERSONAL LIABILITY. Employee agrees that in no event
shall any officer, director, shareholder or employee of the Company have any
personal liability in contract or in tort to Employee in connection with any
breach of alleged breach of this Agreement, it being agreed by Employee that she
shall look solely to the Company for any breach or alleged breach hereof.
7.6 REPRESENTATION BY EMPLOYEE. Employee represents that she
is not bound by any contract or agreement which would operate to impair,
restrict or limit Employee's legal ability to enter into this Agreement or
fulfill Employee's responsibilities hereunder.
7.7 CONDITION SUBSEQUENT. Employee acknowledges that the
Company's obligations hereunder are conditioned and contingent upon the adoption
of a Resolution by the Company's Board of Directors approving the terms and
conditions hereof.
7.8 NO EMPLOYMENT RIGHTS. Nothing contained in this Agreement
is intended to create any right or duty, on the part of the Company or Employee,
to have Employee remain in the employ of the Company.
7.9 ARBITRATION. Any controversy or dispute arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration in Cleveland, Ohio, pursuant to the rules then obtaining of the
American Arbitration Association. The determination of the arbitrator shall be
final and binding on the parties, and judgment upon any award in arbitration may
be entered in any court having jurisdiction. Nothing herein shall prevent either
party from obtaining injunctive relief without arbitration.
7.10 ENTIRE AGREEMENT; AMENDMENT. This Agreement embodies the
entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral or written,
with respect thereof. This Agreement may not be changed orally, but may be
amended, superseded, cancelled, renewed or extended, and the terms hereof may be
waived, only by an instrument in writing signed by each of the parties or, in
the case of a waiver, signed by the party against whom enforcement of such
waiver is being sought.
7.11 COUNTERPARTS. This Agreement may be executed by the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument. The execution of counterparts shall not be deemed to constitute
delivery of this Agreement by a party until the other party has also executed
and delivered its or her counterpart.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties personally or by their duly authorized
officers have executed this Change of Control Agreement as of the date first
above written.
EMPLOYEE: THE COMPANY:
GLB BANCORP, INC.
/s/Xxxxxx Xxxx Xxxxxxxx BY:/s/Xxxxxxx X. Xxxxxxx, Xx.
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Xxxxxx Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx, Xx., President
