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EXHIBIT 10.3
[Name]
Director
Xxxxxxxx Financial Holdings, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxx 00000
Dear Mr. [Name]:
In connection with the anticipated merger (the "Merger") of Xxxxxxxx
Financial Holdings, Inc. ("Xxxxxxxx Financial") with and into Oak Hill
Financial, Inc. ("Oak Hill Financial") as contemplated by the Agreement and Plan
of Merger, by and between Oak Hill Financial and Xxxxxxxx Financial (the "Merger
Agreement"), which is entered into as of today, Xxxxxxxx Financial, Xxxxxxxx
Federal Savings Bank ("Xxxxxxxx Federal"), Oak Hill Financial and you hereby
enter into this agreement (this "Agreement"). Capitalized terms used but not
otherwise defined in this Agreement shall have the meaning set forth in the
Merger Agreement.
In the event that the Effective Time does not occur for any reason,
this Agreement shall be deemed null and void AB INITIO and of no force and
effect, and the Xxxxxxxx Federal Savings Bank Amended and Restated Director
Retirement Agreement by and among you and Xxxxxxxx Federal dated as of December
24, 2003 (the "Director Retirement Agreement"), shall be reinstated effective
immediately; provided that you have not yet received the payment set forth in
Section 1(a) of this Agreement. If you have received the full payment set forth
in Section 1(a) of this Agreement, and the Effective Time does not occur for any
reason, you acknowledge and agree that, the Director Retirement Agreement shall
be null and void and you shall have no further rights under the Director
Retirement Agreement.
1. COMPENSATION AND BENEFITS.
(a) DIRECTOR RETIREMENT AGREEMENT. No later than December 15, 2004,
Xxxxxxxx Financial shall make to you a lump sum payment in cash in the amount
equal to $__________ (the "Director Retirement Agreement Payment"). For the
avoidance of doubt, and notwithstanding anything herein to the contrary, this
Director Retirement Agreement Payment shall not be taken into account in
computing any benefits under any plan, program or other arrangement of Oak Hill
Financial, Xxxxxxxx Financial, Xxxxxxxx Federal or their affiliates.
(b) OPTIONS AND RESTRICTED STOCK. All stock options, as well as any
shares of restricted stock, held by you that have not vested or exercised as of
the Effective Time, will be treated in accordance with the Merger Agreement. For
the avoidance of doubt, and notwithstanding anything herein to the contrary, the
payment described in this paragraph shall not be taken into account in computing
any benefits under any plan, program or other arrangement of Oak Hill Financial,
Xxxxxxxx Financial, Xxxxxxxx Federal or their affiliates.
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(c) DEFERRED FEE AGREEMENT. At the Effective Time, Xxxxxxxx Financial
agrees to pay to you all benefits due under the Xxxxxxxx Federal Savings Bank
Deferred Fee Agreement as of the Effective Time.
2. WITHHOLDING AND DEDUCTIONS. If required to do so, Xxxxxxxx
Financial will withhold and deposit all federal, state and local income and
employment taxes that are owed with respect to all amounts paid or benefits
provided to or for you by Xxxxxxxx Financial or any affiliate pursuant to this
Agreement. You, Xxxxxxxx Financial and Oak Hill Financial agree that none of the
payments and benefits payable or provided to you or for your benefit in
connection with the Merger under this Agreement or otherwise are expected to
constitute an "excess parachute payment" within the meaning of Section 280G of
the Code.
3. SUCCESSORS. This Agreement is personal to you and without the
prior written consent of Oak Hill Financial shall not be assignable by you
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by your legal representatives.
This Agreement shall inure to the benefit of and be binding upon Xxxxxxxx
Financial, Oak Hill Financial and their successors and assigns.
4. WAIVER. Failure of Oak Hill Financial to demand strict compliance
with any of the terms, covenants or conditions of this Agreement shall not be
deemed a waiver of such term, covenant or condition, nor shall any waiver or
relinquishment of any such term, covenant or condition on any occasion or
multiple occasions be deemed a waiver or relinquishment of such term, covenant
or condition.
5. GOVERNING LAW AND JURISDICTION. This Agreement is governed by and
construed under the laws of the State of Ohio, without regard to conflict of
laws rules. You, Xxxxxxxx Financial and Oak Hill Financial (a) hereby consent to
submit to the exclusive personal jurisdiction of any Federal court located in
the State of Ohio or any court of the State of Ohio in the event any dispute
arises out of this Agreement or any of the transactions contemplated by this
Agreement, and (b) hereby waive any right to challenge jurisdiction or venue in
such courts with regard to any suit, action, or proceeding under or in
connection with the Agreement. Each party to this Agreement also hereby waives
any right to trial by jury in connection with any suit, action, or proceeding
under or in connection with this Agreement.
6. ENTIRE AND FINAL AGREEMENT. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement. Once signed by the parties hereto, no provision of this Agreement may
be modified or amended unless agreed to in a writing, signed by you and a duly
authorized officer of Xxxxxxxx Financial and Oak Hill Financial.
7. ASSIGNMENT. Neither this Agreement nor any of the rights,
obligations or interests arising hereunder may be assigned by you. Neither this
Agreement nor any of the rights, obligations or interests arising hereunder may
be assigned by Xxxxxxxx Financial or Oak Hill Financial without your prior
written consent, to a person or entity other than an affiliate or parent entity
of Xxxxxxxx Financial or Oak Hill Financial, or their successors or assigns;
PROVIDED, HOWEVER, that, in the event of the merger, consolidation, transfer, or
sale of all or substantially all of the assets of Xxxxxxxx Financial or Oak Hill
Financial with or to any other individual or
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entity, this Agreement shall, subject to the provisions hereof, be binding upon
and inure to the benefit of such successor and such successor shall discharge
and perform all the promises, covenants, duties, and obligations of Xxxxxxxx
Financial or Oak Hill Financial hereunder.
8. SECTION HEADINGS. The section headings contained in this
Agreement are inserted for purposes of convenience only and shall not affect the
meaning or interpretation of this Agreement.
9. NOTICES. All notices required by this Agreement shall be sent in
writing and delivered by one party to the other by overnight express mail to the
following persons and addresses:
If to Xxxxxxxx Financial or Xxxxxxxx Federal:
Xxxx X. Xxxxx
Chief Executive Officer
Xxxxxxxx Financial Holdings, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxx 00000
With a copy to Oak Hill Financial.
If to Oak Hill Financial:
Xxxxx X. Xxxxxxx, Xx.
President and Chief Executive Officer
Oak Hill Financial, Inc.
00000 Xxxxx Xxxxx 00
Xxxxxxx, Xxxx 00000
If to you:
At the most recent address on file at Xxxxxxxx Financial.
14. EXECUTION IN COUNTERPARTS. This Agreement may be executed by the
parties hereto in counterparts, and each of which shall be considered an
original for all purposes.
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If the foregoing is satisfactory, please so indicate by signing and
returning to Xxxxxxxx Financial and Oak Hill Financial and the enclosed copy of
this letter whereupon this will constitute our agreement on the subject.
XXXXXXXX FINANCIAL HOLDINGS, INC.
By: /s/
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Name:
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Date:
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XXXXXXXX FEDERAL SAVINGS BANK
By: /s/
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Name:
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Date:
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OAK HILL FINANCIAL, INC.
By: /s/
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Name:
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Date:
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ACCEPTED AND AGREED TO:
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[Name]
Date:______________
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Schedule A - Payments to Directors
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The form of Letter Agreement set forth above is the same for all
non-employee directors, except as to the name of each director and the payment
to be received by each director under Section 1(a) of each Letter Agreement. The
payments for each director are as follows:
Name Payment
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Xxxxx X. Xxxxxxx, Xx. $98,134.61
Xxxxxxx X. Xxxxxx $61,427.44
Xxxxxx X. Xxxxxx $41,576.57
Xxxxxxx X. Xxxxxx XX $38,579.85
