Cto Employment Agreement

Exhibit 10(m)


AMENDED AND RESTATED

EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (" Agreement" ) effective as of November 18, 2003, between CITY HOLDING COMPANY, a West Virginia corporation (" Employer" ), and John S. Loeber (" Employee" ), recites and provides.


Recitals:

A. Employer desires to employ Employee as its Executive Vice President and Chief Credit Officer and Executive Vice President and Chief Credit Officer of its subsidiary, City National Bank of West Virginia (" City National" ). For purposes of this Agreement, " Employer" shall include City National where the context so requires.


B. Employer is subject to a formal written agreement with the Office of the Comptroller of Currency (" OCC" ). OCC regulations require issuance of a notice of non-objection of Employer' s employing Employee as its Executive Vice President and Chief Credit Officer of Employer and City National. Until such notice is received, Employer will be employed as a special assistant to the Board of Directors of Employer in accordance with an interim employment agreement being entered into on the date hereof.


C. Employee is willing to make his services available to Employer on the terms and subject to the conditions set forth herein.


D. Employer and Employee entered into an Employment Agreement effective as of May 16, 2001, and now desire to amend and restate such agreement as provided herein, and to confirm such agreement in all respects, including the amendments provided herein.


Agreement:

In consideration of the mutual covenants contained herein, the parties agree as follows:


1. Employment . Employee is employed as Executive Vice President and Chief Credit Officer of Employer and Executive Vice President and Chief Credit Officer of City National. Employee shall have such duties and responsibilities as are commensurate with such positions. Employee accepts and agrees to such employment, subject to the general supervision and pursuant to the orders, advice, and direction of Employer' s boards of directors. Employee shall perform such duties as are customarily performed by one holding such positions in other same or similar businesses or enterprises as that engaged in by Employer, and shall also additionally render such other services and duties as may be reasonably assigned to him from time to time by Employer' s chief executive officer, consistent with his positions. If Employer, without the written consent of Employee, assigns to Employee duties which Employee deems

inconsistent with the title, position and status of the office of Chief Credit Officer, such action, at Employee' s option, to be exercised within 60 days of such change, shall constitute " Termination for Good Reason," with the effect provided for in Section 6(d).

2. Term of Employment . The term of this Agreement shall commence on the date of the issuance of a notice of non-objection to Employee' s employment as Executive Vice President and Chief Credit Officer by the OCC (the " OCC Non-objection Date" ) and shall terminate on the day next preceding the third anniversary of the OCC Non-objection Date, unless extended. On each monthly anniversary date starting the first month after the OCC Non-objection Date, this Agreement will be automatically extended for an additional month; provided, however, that on any one month anniversary date either Employer or Employee may serve notice to the other party to fix the term to a definite three year period from the date of such notice and, in such event, no further automatic extensions will occur. Notwithstanding the foregoing, this Agreement will not be extended beyond the first day of the month coincident with or next following the date on which Employee attains age 65. The term of this Agreement as it may be extended pursuant to this Section 2 , or as it may be shortened in accordance with Section 5 or Section 6 , is referred to as the " Term."


3. Compensation .


(a) For all services rendered by Employee to Employer under this Agreement, Employer shall pay to Employee, beginning on the OCC Non-objection Date, a minimum annual salary at a rate not less than $175,000, payable in accordance with the payroll practices of Employer applicable to its officers.


(b) Employee shall be paid a minimum bonus for Employer' s fiscal year 2001 of $50,000. Employee shall be paid a bonus at the end of each of Employer' s fiscal years after 2001 payable as follows:


If Employer' s

Return on Equity is

Amount of Bonus

(as a Percentage of Annual Salary)

10% 20%

11% 25%

12% 30%

13% 35%

14% 40%

15% 45%

16% 50%


Any bonus shall be paid to Employee within 30 days of the issuance of Employer' s audited financial statements for a specified fiscal year. " Return on Equity" shall be determined on a consolidated basis in accordance with generally accepted accounting principles before extraordinary items. Unless otherwise approved in the discretion of the board of directors or its executive compensation committee, (i) no bonus shall be payable if return on equity is less than 10%, and (ii) the maximum bonus payable under this Subsection 3(b) shall be 50% of annual salary.


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(c) Effective May 16, 2001, Employer' s Board of Directors granted Employee an option to purchase 20,000 shares of Employer Common Stock under Employer' s 1993 Stock Incentive Plan, the terms of which are reflected in a separate stock option agreement. If this Agreement is terminated pursuant to Section 6(h) , Employee agrees to surrender such options unexercised.


(d) Employee shall participate in the incentive plans of Employer for which he may become eligible and designated a participant.

(e) Any salary increase payable to Employee shall be determined in accordance with Employer' s annual salary plan, and be based on Employer' s performance and the performance of Employee.


(f) Except as otherwise specifically provided herein, for so long as Employee is employed by Employer, Employee also shall be paid, on the same basis as other officers of Employer, employee pension and welfare benefits and group employee benefits such as sick leave, vacation, group disability and health, life, and accident insurance and similar indirect compensation which Employer may from time to time extend to its officers; provided that Employee shall receive term life insurance coverage in an amount not less than $400,000.


(g) If during the Term of the Agreement Employee becomes eligible for retirement under Employer' s retirement plans and he retires, Employee may elect to continue receiving the health insurance coverage provided to Employee prior to retirement at a comparable rate and benefit available to other retired employees (or, if no such benefit is then made available to other retired employees, at the rate and benefit available to Employee at the time of retirement).

(h) For so long as Employee is employed by Employer, Employer shall pay Employee' s reasonable civic club dues.


(i) Employer shall reimburse Employee for his family' s reasonable expenses incurred in relocating from Zionsville, Indiana to Charleston, West Virginia.

(j) Employer shall reimburse Employee for the reasonable fees and charges of Employee' s legal counsel and tax advisor incurred in connection with the negotiation, implementation and exercise of his employment agreements and benefits from time to time.

(k) In the event that Employer effects a distribution of purchase rights or warrants or other equity securities to holders of its Common Stock generally, including, without limitation, a rights offering for the purpose of raising capital, and the terms of any options or other equity compensation arrangements then held by Employee do not provide for an equitable


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adjustment for Employee' s benefit to protect Employee from dilution of Employee' s equity interest resulting therefrom, then Employer shall cause such amount of warrants, rights or securities to be issued or made available for purchase or exercise by Employee in the same amount and on the same terms and conditions as would be available to a shareholder holding the number of shares covered by the options or other equity compensation benefits then held by Employee. Without limiting the foregoing, if the provisions of Paragraph 11 of Employee' s Stock Option Agreement of even date herewith are not permitted or are limited by the 1993 Stock Incentive Plan, or if there are insufficient shares available for issuance under such plan to provide for such adjustment, the Company shall pay to Employee such amount as may be necessary to hold Employee harmless in respect of its inability to provide Employee the full benefit of such provision.


4. Covenants of Employee .


(a) Subject to the limitations provided in Subsections 4(b) and 4(d) (whichever may be applicable), upon termination of Employee' s employment prior to the expiration of the Term, Employee will not, directly or indirectly, either as a principal, executive officer, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever, engage in the consumer, savings or commercial banking business, the savings and loan business, or the mortgage banking business anywhere in the state of West Virginia or in any county outside of West Virginia contiguous to West Virginia, nor will Employee solicit, or assist any other person in so soliciting, any depositors or customers of Employer or its Affiliates or induce any then or former employee of Employer or its Affiliates to terminate their employment with Employer or its Affiliates; provided, however, that nothing herein contained shall be deemed to prevent or limit the right of Employee to invest in a business similar to Employer' s business if such investment is limited to less than one percent of the capital stock or other securities of any corporation or similar organization whose stock or securities are publicly owned or are regularly traded on any public exchange. The term " Affiliate" as used in this Agreement means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person. The term " Person" as used in this Agreement means any person, partnership, corporation, group or other entity.

(b) If Employee voluntarily terminates his employment with Employer and its Affiliates, Employee will be subject to the provisions of Subsection 4(a) for any period during which Employee receives compensation pursuant to S ubsection 6(e) .

(c) If Employee' s employment is terminated by Employer or its Affiliates for Just Cause (as defined in Subsection 6(b) ), Employee will not be subject to the provisions of Subsection 4(a) .


(d) If Employee' s employment is terminated by Employer or its Affiliates for reasons other than Just Cause (as defined In Subsection 6(b) ) at any time, Employee will be subject to the provisions of Subsection 4(a) until the later of: (i) the first anniversary of Employee' s termination or (ii) the date as of which Employee is not enti ...