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EXHIBIT 10.g
EMPLOYMENT AGREEMENT
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This AGREEMENT is made and entered into as of this 1st day of January,
1999 by and among GLB Bancorp, Inc., an Ohio bank holding company (the "Holding
Company"), Great Lakes Bank, an Ohio-chartered, FDIC-insured bank and wholly
owned subsidiary of the Holding Company (the "Bank"), and Xxxxx X. Xxxxxxx (the
"Executive"). Any reference to "FRB" herein shall mean the Board of Governors of
the Federal Reserve System and any reference to "FDIC" herein shall mean the
Federal Deposit Insurance Corporation. Any reference to "Superintendent" herein
shall mean the Superintendent of the Ohio Division of Financial Institutions.
Any reference herein to the "Employer" shall mean either or both of the Holding
Company and the Bank, as appropriate in a given case.
WHEREAS, the parties intend that this Agreement shall supersede all
prior understandings, agreements and contracts, whether written or oral, between
or among the parties hereto that concern the subject matter hereof;
NOW THEREFORE, in consideration of the performance of the
responsibilities of the Executive and upon the other terms and conditions
hereinafter provided, the parties hereto agree as follows:
1. EMPLOYMENT.
(a) The Executive shall be employed as Senior Vice President -
Corporate Development of the Bank and the Holding Company. As Senior Vice
President - Corporate Development, the Executive shall render administrative,
managerial and other services to the Holding Company and the Bank at the
direction and subject to the supervision of the President and Chief Executive
Officer of the Holding Company. The Executive shall have such additional power
and authority as may be set forth in or as is not inconsistent with the Amended
and Restated Articles of Incorporation, as amended, and Code of Regulations (the
"Governing Instruments") of the Holding Company and the Bank, as the case may
be, and applicable federal and Ohio law, but
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subject in all cases to the direction and supervision of the president and Chief
Executive Officer of the Holding Company.
(b) The Executive shall be furnished with a private office and
with such other facilities, amenities and services as are appropriate for the
Executive's position as Senior Vice President of the Employer and adequate for
the performance of her duties hereunder.
2. TERM
The initial term of employment under this Agreement shall be
for a period of one year, commencing on the date in 1999 upon which the
acquisition of Maple Leaf Financial, Inc. by the Holding Company becomes
effective and ending on that same date in the year 2000.
3. STANDARDS OF PERFORMANCE.
Excluding periods of vacation and sick leave to which the
Executive is entitled, the Executive agrees to devote her best efforts and her
entire business time during regular business hours to the business and affairs
of the Employer and to discharge the responsibilities assigned to the Executive
hereunder. Following consultation with the Board of Directors of the Bank, the
Executive may serve on corporate, civic or charitable boards or committees and,
without such consultation, manage personal investments, so long as such
activities do not interfere in any material respect with the performance of the
Executive's responsibilities hereunder. In conjunction with the Executive's
responsibilities, it is anticipated that she will participate in and attend
programs affiliated with banking related associations, which programs have a
reasonable relationship to the business and affairs of the Employer.
4. BASE SALARY.
The Bank agrees to pay the Executive for the term of this
Agreement a salary of $85,000 per annum (hereinafter referred to as the "Base
Salary"). The Base Salary provided for herein shall be payable twice monthly
(i.e., twenty-six (26) pay periods per year).
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5. OTHER COMPENSATION AND BENEFITS.
The Executive shall be eligible to participate in the
Company's/Bank's stock option plan, as the same may be amended or supplemented
hereafter. The Executive shall also be entitled to participate in any additional
compensation, incentive, bonus or award plans (the "Additional Plans") hereafter
adopted by the Board of Directors of the Employer and, as necessary or
appropriate, by the shareholders of the Holding Company to the extent that her
position as an executive officer makes her eligible to participate therein under
the terms of any Additional Plans.
6. PARTICIPATION IN RETIREMENT, EMPLOYEE BENEFIT AND OTHER PLANS.
(a) The Executive shall be entitled to participate in any plan
of the Bank relating to pension, thrift, deferred compensation, profit-sharing,
group life insurance, medical insurance, disability insurance, education
reimbursement or other retirement or employee benefits that the Bank may adopt
for the benefit of its executive employees.
(b) In addition to the compensation provided to the Executive
pursuant to Paragraphs 4 and 5 hereof, the Bank agrees to reimburse the
Executive for reasonable entertainment, travel, lodging and other miscellaneous
expenses whether local or out-of-city, incurred on its behalf and directly
related to the performance of her duties as Senior Vice President - Corporate
Development of the Employer. This reimbursement shall include the payment of
reasonable expenses for attending meetings of trade associations. The Executive
shall submit an itemized statement and satisfactory documentation of the
expenses incurred. The Bank shall also include the Executive as an insured under
its liability insurance policies with coverage at least equal to the coverage
under its current liability insurance policies.
7. VACATIONS.
The Executive shall be entitled, without loss of pay, to the
number of vacation days in each calendar year determined, from time to time, by
the Board of Directors of the Bank or appropriate committee thereof. Further,
the Boards of Directors of the Holding Company and the Bank shall be entitled to
grant to the Executive a leave or leaves of absence with or without pay at
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such time or times and upon such terms and conditions as such Boards of
Directors, in their discretion, may determine.
8. TERMINATION OF EMPLOYMENT.
(a) The Executive's employment under this Agreement may be
terminated at any time by the Board of Directors of either Employer. Except as
otherwise provided in this Agreement, any termination by the Board of Directors
other than for "cause" shall not prejudice the Executive's right to receive:
(i) compensation in accordance with Paragraphs 4
and 5 of this Agreement for the remaining
term hereof, and
(ii) the other benefits provided by this
Agreement for the remaining term.
(b) The Executive shall have no right to receive compensation
or other benefits under this Agreement for any period after the date of
termination for cause. For purposes of this Agreement, termination for "cause"
shall mean only the following events:
(i) personal dishonesty:
(ii) incompetence;
(iii) material breach of any provision of this
Agreement;
(iv) breach of fiduciary duty involving personal
profit;
(v) intentional failure to perform stated
duties;
(vi) a material breach of the reasonable policies
and procedures for the operation of the Bank
or the Holding Company provided to the
Executive by formal action of the Board of
Directors of the Bank or the Holding
Company, respectively;
(vii) willful violation of any law, rule,
regulation (other than a law, rule or
regulation relating to a traffic violation
or similar offense) or final
cease-and-desist order; or
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(viii) willful misconduct.
(c) (i) For purposes of Paragraph 8(b)(ii),
"incompetence" shall mean the Executive's
inability to perform her duties hereunder
due to insufficient knowledge or skills;
when determining incompetence, the Board of
Directors of the Bank and the Holding
Company, respectively, shall, among other
things, consider the Bank's CAMELS rating
and the Holding Company's BOPEC rating
relative to the Ohio banking industry peer
group and measure the Executive's acts and
omissions against standards then prevailing
in the Ohio banking industry.
(ii) For purposes of Paragraph 8(b)(vii) and
8(b)(viii), no act, or failure to act, on
the Executive's part shall be considered
"willful" unless she has acted, or failed to
act, with an absence of good faith and
without a reasonable belief that her action
or failure to act was in the best interest
of the Employer.
(iii) For purposes of Paragraph 8(b)(vii), a
cease-and-desist order shall not become
final until exhaustion or lapse of all
(administrative and judicial) appeal rights
in relation thereto.
(d) The Executive shall not be deemed to have been terminated
for cause unless there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than a majority of
the entire membership of the appropriate Board of Directors at a meeting of the
Board of Directors called and held for the purpose (after reasonable notice to
the Executive and an opportunity for the Executive, together with her counsel,
to be heard before the Board of Directors), finding that in the good faith
opinion of the Board of Directors the Executive was guilty of conduct set forth
above in the second sentence of this Paragraph 8(b) and specifying the
particulars thereof in detail. In no event will the Executive be subject to
termination
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for cause pursuant to Paragraph 8(b)(iii) above unless the Executive
shall have failed to cure, correct or prevent the alleged breach within thirty
(30) days after such resolution has been delivered to the Executive.
(e) This Agreement may be terminated by the Executive at any
time upon ninety (90) days' written notice to the Employer or upon such shorter
period as may be agreed upon between the Executive and the Board of Directors of
the Employer. In the event of such termination, the Employer shall be obligated
only to continue to pay the Executive her salary up to the date of termination
and those retirement and/or employee benefits which have been earned or become
payable up to the date of termination.
(f) If the Executive is removed from office and/or permanently
prohibited from participating in the conduct of the Holding Company's affairs or
the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the
Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(4) or (g)(1), all
obligations of the Employer under this Agreement shall terminate as of the
effective date of the order, but vested rights of the contracting parties shall
not be affected.
(g) If the Bank is declared insolvent by the Superintendent
(pursuant to Chapter 1125 of the Ohio Revised Code), all obligations under this
Agreement shall terminate as of the date of default, but vested rights of the
contracting parties shall not be affected.
(h) At such time as the FDIC enters into an agreement to
provide assistance to or on behalf of the Bank under the authority contained in
Section 13(c) of the Federal Deposit Insurance Act, all obligations of the
Employer under this Agreement shall terminate, unless and to the extent that
continuation of the contract is determined by the FRB or the FDIC to be
necessary for the continued operation of the Bank. Any rights of the parties
that have already vested, however, shall not be affected by such action.
(i) Notwithstanding any provision in this Agreement to the
contrary, in the event the Holding Company files a voluntary bankruptcy petition
under Title 11 of the United States Code or an involuntary bankruptcy petition
with respect to the Holding Company is not dismissed
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within sixty (60) days of filing, and provided the Bank has not been declared
insolvent by the Superintendent, then the Holding Company shall have the right
upon ninety (90) days' prior notice to the Executive to terminate this Agreement
without further obligation hereunder.
9. SUSPENSION OF EMPLOYMENT.
(a) If the Executive is suspended and/or temporarily
prohibited from participating in the conduct of the Bank's affairs or the
Holding Company's affairs by a notice served under Section 8(e)(3) or (g)(1) of
the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(3) or (g)(1), the
Employer's obligations under this Agreement shall be suspended as of the date of
service, unless stayed by appropriate proceedings.
(b) If the charges in the notice referenced in Paragraph 9(a)
are dismissed, the Bank's Board of Directors shall:
(i) pay the Executive all or part of the
compensation withheld while its contract
obligations were suspended, and
(ii) reinstate (in whole or in part) any of its
obligations which were suspended as required
in subparagraph (a) above.
10. DISABILITY.
(a) The Bank may terminate the Executive's employment after
having established the Executive's disability. For purposes of this Agreement,
"disability" means a physical or mental infirmity that substantially impairs the
Executive's ability to perform her duties under this Agreement. The Executive
shall be entitled to the compensation and benefits provided for under this
Agreement for any period prior to the establishment of the Executive's
disability during which the Executive is unable to work due to a physical or
mental infirmity.
(b) If any dispute arises as to whether the Executive is or
was physically or mentally unable to perform her duties pursuant to this
Agreement, or whether her disability has ceased and she is able to resume her
duties, the parties shall submit such questions to a licensed physician
agreed upon by the parties, or if the parties are unable to agree, to a licensed
physician
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appointed by the President of the Academy of Medicine of Cleveland,
Cleveland, Ohio, at the request of either party. The Executive shall submit to
such examinations and provide information as such physician may request and the
determination of such physician as to the Executive's physical or mental
condition shall be binding and conclusive on the parties. The Bank agrees to pay
the cost of any such physician and examinations.
11. PROPRIETARY INFORMATION.
The Executive agrees that the knowledge of the business
activities and plans for business activities of the Bank and affiliates thereof
is a confidential, valuable, special and unique asset of the business of the
Bank and the Holding Company. During the term of her employment and for the
period ending two (2) years following the termination of her employment for any
reason, the Executive will not disclose any knowledge of the past, present,
planned or considered business activities of the Bank or affiliates thereof to
any person, firm, corporation, or other entity for any reason or purpose
whatsoever. Notwithstanding the foregoing, the Executive may disclose any
knowledge of banking, financial and/or economic principles, concepts or ideas
that are not solely and exclusively derived from the business plans and
activities of the Bank. In the event of a breach or threatened breach by the
Executive of the provisions of this Paragraph 11, the Bank and/or the Holding
Company will be entitled to an injunction restraining the Executive from
disclosing, in whole or in part, the knowledge of the past, present, planned or
considered business activities of the Bank or affiliates thereof, or from
rendering any services to any person, firm, corporation or other entity to whom
such knowledge, in whole or in part, has been disclosed or is threatened to be
disclosed. Nothing herein will be construed as prohibiting the Bank and/or the
Holding Company from pursuing any other remedies available to the Bank or the
Holding Company for such breach or threatened breach, including the recovery of
damages from the Executive. This Paragraph 11 shall not cover any information
concerning the Bank or the Holding Company of which a third party (excluding any
party employed by or an agent of the Bank or the Holding Company or otherwise
subject to an
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agreement or duty to maintain confidentiality of such information) has both
knowledge and an unrestricted right to that knowledge.
12. NOTICES.
All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt
requested, with postage prepaid, to the following addresses or to such other
address as either party may designate by like notice.
A. IF TO THE BANK, TO:
Board of Directors
Great Lakes Bank
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
B. IF TO THE HOLDING COMPANY, TO:
Board of Directors
GLB Bancorp, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
C. IF TO THE EXECUTIVE, TO:
Xx. Xxxxx X. Xxxxxxx
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and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.
13. OTHER CONTRACTS.
Consistent with Paragraph 3 herein, the Executive shall not,
during the term of this Agreement, have any other employment except with the
prior approval of the Board of Directors of the Bank.
14. AMENDMENTS.
No amendments or additions to this Agreement shall be binding
unless in writing and signed by both parties, except as herein otherwise
provided.
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15. PARAGRAPH HEADINGS.
The paragraph headings used in this Agreement are included
solely for convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.
16. SEVERABILITY.
The provisions of this Agreement shall be deemed severable and
the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
17. GOVERNING LAW.
This Agreement shall, except to the extent that Federal law
(including a law, rule, or regulation of the FRB or FDIC) shall be deemed to
apply, be governed by and construed and enforced in accordance with the laws of
Ohio.
18. ARBITRATION.
Except for the determination of disability provided for in
Paragraph 10, any dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration in accordance with
the rules of the American Arbitration Association then in effect. Judgement may
be entered on the arbitrator's award in any court having jurisdiction.
19. SAFETY AND SOUNDNESS LIMITATION.
Notwithstanding anything to the contrary in this Agreement, in
the event that the Bank is not at least an "adequately capitalized" institution
within the meaning of Part 325 of the Rules and Regulations of the FDIC or any
successor regulation, prior to or as a result of any incentive bonus payment or
severance or termination payment required under this Agreement, the payment
shall be deferred until the Bank could be an adequately capitalized institution
and shall be paid within ten (10) business days after the close of the month in
which capital compliance is achieved, so long as such payment does not result in
the Bank failing its regulatory capital requirements to be considered an
adequately capitalized institution.
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20. NON-SOLICITATION.
(a) Upon any termination of Executive's employment hereunder
pursuant to Paragraph 8, Executive agrees for a period of two (2) years
following such termination she will not compete with the Holding Company or the
Bank in Geauga County or Lake County or solicit, divert or take away any of the
customers, business or patronage of the Bank or its respective subsidiaries or
affiliates.
(b) Executive hereby agrees that she shall not, for a period
of two (2) years after the date of Executive's termination of employment with
the Bank, serve as a director, employee, or officer of, consult, or contract
with any federally insured depository institution (or holding company thereof)
within Geauga County or Lake County, Ohio; both the Employer and the Executive
recognizing that such geographical limitation is reasonable, does not include
all areas where the Bank presently conducts business, and will not prevent the
Executive from meaningful employment opportunities elsewhere (for example,
Cuyahoga County).
(c) Executive agrees that for two (2) years following
termination of employment pursuant to this Agreement, Executive shall not hire,
solicit or cause to be solicited for employment by the Executive or by any third
party any person who is, as of the date of such solicitation or who was within
the twelve (12) month period prior to the date of such solicitation, an employee
of the Bank or of any subsidiary or affiliate of the Bank.
(d) In the event of a breach or threatened breach by the
Executive of the provisions of this Paragraph 20, the Holding Company, the Bank
or any duly authorized officer of either will be entitled to a temporary
restraining order or injunction.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first hereinabove written.
WITNESSES: GREAT LAKES BANK
/s/ Xxxxxxx X. Xxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx, Xx.
-------------------------- President and Chief Executive Officer
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WITNESSES: GLB BANCORP, INC.
/s/ Xxxxxxx X. Xxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx, Xx.
-------------------------- President and Chief Executive Officer
WITNESSES: /s/ Xxxxx X. Xxxxxxx
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-------------------------- Xxxxx X. Xxxxxxx (the "Executive")
