Cto Employment Agreement

Exhibit 10(iii) - Employment Contract


EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT, dated and effective as of April 16, 2001 (the "Agreement"), is made by and between The Croghan Colonial Bank (the "Bank"), and Steven C. Futrell (the "Executive").


WHEREAS, it is the desire of the Bank to assure itself of the services of the Executive by engaging the Executive to perform such services under the terms hereof; and


WHEREAS, the Executive desires to commit himself to serve the Bank on the terms herein provided;


NOW THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:


Section 1. CERTAIN DEFINITIONS.


a. "Annual Base Salary" shall have the meaning set forth in
Subsection 5 (a).


b. "Board" shall mean the Board of Directors of the Bank or any
Committee thereof duly created or authorized by the Board to
act in its behalf.


c. The Bank shall have "Cause", in the discretion of the Board of
Directors, to terminate the Executive's employment hereunder
upon Executive's


i. failure to perform his duties hereunder, other than
any such failure resulting from the Executive's
Disability, as determined by the Board;


ii. conviction of a felony or a crime involving moral
turpitude; or


iii. fraud or personal dishonesty.


d. "Bank" shall have the meaning set forth in the preamble
hereto.


e. "Corporate Transaction" shall mean any of the following
events:


i. a merger or consolidation of the Bank with a
theretofore unaffiliated entity in which the
stockholders of the Bank receive cash, securities
and/or other marketable property in exchange for
their voting stock;


ii. the sale, transfer, exchange or other disposition of
all or substantially all of the assets of the Bank;


f. "Date of Termination" shall mean:


i. if the Executive's employment is terminated by his
death, the date of his death, or


ii. if the Executive's employment is terminated pursuant
to any other provision of Subsection 6(a), the date
specified in the Notice of Termination.


g. "Disability" shall mean the absence of the Executive from the
Executive's duties to the Bank on a full-time basis for a
total of six (6) months during any twelve (12) month period as
a result of incapacity due to any injury or to mental or
physical illness which is determined to be reasonably likely
to extend beyond the completion of the Term by a physician
selected by the Bank and acceptable to the Executive or the
Executive's legal representative (such agreement as to
acceptability not to be withheld unreasonably).


h. "Effective Date" shall mean the date first set forth in the
preamble hereto.


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i. "Executive" shall have the meaning set forth in the preamble
hereto.


j. The Executive shall have "Good Reason" to terminate his
employment in the event the Bank fails to make any payment or
provide any benefit hereunder or commits a material breach of
this Agreement and does not cure such failure or breach after
notice and a reasonable opportunity to cure.


k. "Notice of Termination" shall have the meaning set forth in
Subsection 6(b).


l. "Severance Period" shall have the meaning set forth in
Subsection 7(a)(i), 7(a)(ii), or 7(a)(iii).


m. "Term" shall have the meaning set forth in Subsection 2.


Section 2. EMPLOYMENT.


The Bank shall employ the Executive and the Executive shall work in the employ of the Bank for the period set forth in this Section 2, in the position or positions set forth in Section 3, and upon the other terms and conditions herein provided. The term of this Agreement shall initially be a period of three years from the effective date hereof. The parties agree to confer, in good faith, six months prior to the termination of this agreement on any extension or renegotiation. If the time period specified in this agreement should expire before any written extension or renegotiation is completed, both parties agree that the terms and conditions of this agreement shall remain in full force and effect until a new agreement between the parties is reached, a written extension of this agreement is signed by the parties or either party gives notice of its intention not to extend this agreement or enter into a new agreement. The parties agree that the purpose of this section is to provide continuity of the rights and obligations of both parties in the event a new agreement or extension of this agreement is not completed by expiration date of the current agreement. This section is not meant to create and does not create a guarantee of employment to Executive.


Section 3. POSITION AND DUTIES.


a. The Executive shall serve as the President/CEO of the Bank. In
such capacity, the Executive shall have such customary
responsibilities, duties, and authority as may from time to
time be assigned by the Board. The Executive shall devote
substantially all his working time and efforts to the business
and affairs of the Bank. The Executive shall not be required
to perform any of his duties in a manner inconsistent with
applicable law or the Bank's Code of Ethics and Standards of
Conduct. Except as modified herein, Executive's employment
shall be subject to all rules and regulations applicable to
employees of the Bank as those rules and regulations may be
altered or amended from time to time. The Executive will be
evaluated on his performance annually by a committee of the
Bank's Board of Directors.


b. If elected or appointed thereto, and only for the duration of
such elected term or appointment, Executive shall, in addition
to the position(s) set forth in Subsection 3(a) above, serve
as a director of the Bank and/or any of its subsidiaries,
and/or in one or more executive offices of any other
subsidiaries of the Bank.


Section 4. PLACE OF PERFORMANCE.


In connection with his employment during the Term, the Executive shall be based in Fremont, Ohio.


Section 5. COMPENSATION AND RELATED MATTERS.


a. ANNUAL BASE SALARY. During employment, the Executive shall
receive an Annual Base Salary which (i) is currently in the
amount specified in Exhibit A attached hereto and (ii) will
follow the salary administration program currently in effect
for all bank employees.


b. BENEFITS. The Executive shall be entitled to participate in
the employee benefit plans, programs, and arrangements of the
Bank now or hereafter in effect which are applicable to the
senior officers of the Bank, subject to and on a basis
consistent with the terms, conditions, and overall
administration thereof, including but not limited to those
benefits specified in Exhibit A attached hereto.


c. EXPENSES. The Bank shall reimburse the Executive for all
reasonable travel and other business expenses incurred by him
in the performance of his duties to the Bank, in accordance
with the Bank's expense reimbursement policy.


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Section 6. TERMINATION.


The Executive's employment hereunder may be terminated by the Bank or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:


a. i. DEATH. The Executive's employment hereunder shall
terminate upon his death.


ii. DISABILITY. If the Bank determines in good faith that
the Executive has incurred a Disability, the Bank may
give the Executive written notice of its intention to
terminate the Executive's employment. In such event,
the Executive's employment with the Bank shall
terminate effective on the 30th day after receipt of
such notice by the Executive, provided that within 30
days after such receipt, the Executive shall not have
returned to full-time performance of his duties. The
Executive shall continue to receive his Annual Base
Salary until the Date of Termination.


iii. CAUSE. The Bank may terminate the Executive's
employment hereunder for Cause.


iv. GOOD REASON. The Executive may terminate his
employment for Good Reason.


v. WITHOUT CAUSE. The Bank may terminate the Executive's
employment hereunder without Cause. If there is a
"Corporate Transaction" as defined in this agreement
and the acquiring entity terminates Executive's
employment, such termination shall be construed as
termination Without Cause.


vi. RESIGNATION WITHOUT GOOD REASON. The Executive may
resign his employment without Good Reason upon sixty
(60) days prior written notice to the Bank. Any
retirement by Executive after age 55 and upon sixty
(60) days prior written notice shall be considered
Resignation without Good Reason hereunder.


b. NOTICE OF TERMINATION. Any termination of the Executive's
employment by the Bank or by the Executive under this Section
6, other than termination pursuant to Subsection 6(a)(i),
shall be communicated by written notice to the other party
hereto indicating the specific termination provision in this
Agreement relied upon, setting forth in reasonable detail the
facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision
so indicated, and specifying a Date of Termination which,
except in the case of termination for Cause, shall be at least
fourteen days following the date of such notice (a "Notice of
Termination").


Section 7. SEVERANCE PAYMENTS.


a. TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the
Executive's employment shall terminate without Cause pursuant
to Subsection 6(a)(v) above, or for Good Reason pursuant to
Section 6(a)(iv) ...