EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this "AGREEMENT") is
entered into as of the ___ day of ___________, 1996, by and between Foundation
Savings Bank, a savings and loan association incorporated under Ohio law
(hereinafter referred to as the "EMPLOYER"), and Laird L. Lazelle, an individual
(hereinafter referred to as the "EMPLOYEE");
WITNESSETH:
WHEREAS, the EMPLOYEE is currently employed as the President and Chief
Executive Officer of the EMPLOYER;
WHEREAS, as a result of the skill, knowledge and experience of the
EMPLOYEE, the Board of Directors of the EMPLOYER desires to retain the services
of the EMPLOYEE as the President and Chief Executive Officer of the EMPLOYER;
WHEREAS, the EMPLOYEE desires to continue to serve as the President and
Chief Executive Officer of the EMPLOYER; and
WHEREAS, the EMPLOYEE and the EMPLOYER desire to enter into this AGREEMENT
to set forth the terms and conditions of the employment relationship between the
EMPLOYER and the EMPLOYEE;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the EMPLOYER and the EMPLOYEE hereby agree as follows:
1. EMPLOYMENT AND TERM.
(a) TERM. Upon the terms and subject to the conditions of this AGREEMENT,
the EMPLOYER hereby employs the EMPLOYEE, and the EMPLOYEE hereby accepts
employment, as the President and Chief Executive Officer of the EMPLOYER. The
TERM of this AGREEMENT shall commence on the effective date of the EMPLOYER's
conversion from mutual to stock form and shall end thirty-six (36) months
thereafter, subject to extension pursuant to subsection (b) of this Section 1
(hereinafter, including any such extensions, referred to as the "TERM"), and to
earlier termination as provided herein.
(b) EXTENSION. Prior to each anniversary of the date of this
AGREEMENT, the Board of Directors of the EMPLOYER shall review this AGREEMENT
and document its justification and approval of this AGREEMENT in the board
minutes. In connection with such annual review, the TERM shall be extended
for a one-year period beyond the then effective expiration date, provided the
Board of Directors of the EMPLOYER determines in a duly adopted resolution
that the performance of the EMPLOYEE has met the Board's requirements and
standards and that this AGREEMENT should be extended. Any such extension
shall be subject to the written consent of the EMPLOYEE.
2. DUTIES OF EMPLOYEE.
(a) GENERAL DUTIES AND RESPONSIBILITIES. The EMPLOYEE shall serve as the
President and Chief Executive Officer of the EMPLOYER. Subject to the direction
of the Board of Directors of the EMPLOYER, the EMPLOYEE shall have
responsibility for the general management and control of the business and
affairs of the EMPLOYER, and shall perform all duties and shall have all powers
which are commonly incident to the office of President and Chief Executive
Officer or which, consistent therewith, are delegated to him by the Board of
Directors. Such duties include, but are nor limited to, (1) managing the day-
to-day operations of the EMPLOYER, (2) managing the efforts of the EMPLOYER to
comply with applicable laws and regulations, (3) promotion of the EMPLOYER and
its services, (4) supervising other employees of the EMPLOYER, (5) providing
prompt and accurate reports to the Board of Directors of the EMPLOYER regarding
the affairs and conditions of the EMPLOYER, and (6) making recommendations to
the Board of Directors of the EMPLOYER concerning the strategies, capital
structure, tactics, and general operations of the EMPLOYER. The EMPLOYER shall
employ the EMPLOYEE during the TERM as President and Chief Executive Officer
without material diminishment of the importance or prestige of his position.
(b) DEVOTION OF ENTIRE TIME TO THE BUSINESS OF THE EMPLOYER. The EMPLOYEE
shall devote his entire productive time, ability and attention during normal
business hours throughout the TERM to the faithful performance of his duties
under this AGREEMENT. The EMPLOYEE shall not directly or indirectly render any
services of a business, commercial or professional nature to any person or
organization other than the EMPLOYER and its subsidiaries and affiliates without
the prior written consent of the Board of Directors of the EMPLOYER; provided,
however, that the EMPLOYEE shall not be precluded from (i) vacations and other
leave time in accordance with Section 3(e) hereof; (ii) reasonable participation
in community, civic, charitable or similar organizations; or (iii) the pursuit
of personal investments which do not interfere or conflict with the performance
of the EMPLOYEE's duties to the EMPLOYER. Nothing in this section shall limit
the EMPLOYEE's right to invest in securities of any business that does not
provide services or products of the type or competing with those provided by the
EMPLOYER or its subsidiaries or affiliates or, solely as a passive investor, in
any business.
3. COMPENSATION, BENEFITS AND REIMBURSEMENTS.
(a) SALARY. The EMPLOYEE shall receive during the TERM an annual salary
payable in equal installments not less often than monthly. The amount of
such annual salary shall be $85,000 until changed by the Board of Directors of
the EMPLOYER in accordance with Section 3(b) of this AGREEMENT.
(b) ANNUAL SALARY REVIEW. On or before each anniversary of the effective
date of this AGREEMENT, the annual salary of the EMPLOYEE shall be reviewed by
the Board of Directors of the EMPLOYER and may be maintained or increased, in
its discretion, based upon the EMPLOYEE's individual performance and the overall
profitability and financial condition of the
-2-
EMPLOYER. The results of the annual salary review shall be reflected in the
minutes of the Board of Directors of the EMPLOYER.
(c) EXPENSES. In addition to any compensation received under Section 3(a)
or (b) of this AGREEMENT, the EMPLOYER shall pay or reimburse the EMPLOYEE for
all reasonable travel, entertainment and miscellaneous expenses incurred in
connection with the performance of his duties under this AGREEMENT. Such
reimbursement shall be made in accordance with the existing policies and
procedures of the EMPLOYER pertaining to reimbursement of expenses to senior
management officials.
(d) EMPLOYEE BENEFIT PROGRAMS.
(i) During the TERM, the EMPLOYEE shall be entitled to participate in
all formally established employee benefit, bonus, pension and profit-sharing
plans and similar programs that are maintained by the EMPLOYER from time to
time, including programs in respect of group health, disability or life
insurance, and all employee benefit plans or programs hereafter adopted in
writing by the Board of Directors of the EMPLOYER, for which senior management
personnel are eligible, including any employee stock ownership plan, stock
option plan or other stock benefit plan (hereinafter collectively referred to as
the "BENEFIT PLANS"). Notwithstanding the foregoing sentence, the EMPLOYER may
discontinue or terminate at any time any such BENEFIT PLANS, now existing or
hereafter adopted, to the extent permitted by the terms of such plans and
applicable law, and shall not be required to compensate the EMPLOYEE for such
discontinuance or termination; and
(ii) After the termination of the employment of the EMPLOYEE in
accordance with Section 4(a) of this AGREEMENT, for any reason other than JUST
CAUSE (as defined hereinafter), the EMPLOYER shall provide a group health
insurance program in which the EMPLOYEE and his spouse will be eligible to
participate and which shall provide substantially the same benefits as are
available to retired employees of the EMPLOYER on the date of this AGREEMENT
until both the EMPLOYEE and his spouse become sixty-five (65) years of age;
provided, however that all premiums for such program shall be paid by the
EMPLOYEE and/or his spouse after the EMPLOYEE's termination; provided further,
however, that if the EMPLOYER no longer makes available an employee group health
insurance program which permits the EMPLOYER to make coverage available for
retirees the EMPLOYEE shall be paid cash in an amount equal to the cost to the
EMPLOYEE of maintaining coverage substantially equivalent to the coverage
provided on the date of such termination to the EMPLOYEE and his spouse until
the EMPLOYEE and his SPOUSE become sixty-five (65) years of age.
(e) VACATION AND SICK LEAVE. The EMPLOYEE shall be entitled, without loss
of pay, to be absent voluntarily from the performance of his duties under this
AGREEMENT, subject to the following conditions:
(i) The EMPLOYEE shall be entitled to an annual vacation in
accordance with the policies periodically established by the Board of
Directors of the EMPLOYER for
-3-
senior management officials of the EMPLOYER, provided that such annual
vacation shall be for a period of at least five weeks;
(ii) The EMPLOYEE shall be entitled to annual sick leave as
established by the Board of Directors of the EMPLOYER for senior management
officials of the EMPLOYER; and
(iii) In addition to paid vacations and sick leave, the EMPLOYEE
shall be entitled, without loss of pay, to absent himself voluntarily from
the performance of his employment with the EMPLOYER for such additional
period of time and for such valid and legitimate reasons as the Board may,
in its discretion, determine, and the Board may grant to the EMPLOYEE a
leave or leaves of absence, with or without pay, at such time or times and
upon such terms and conditions as such Board, in its discretion, may
determine.
4. TERMINATION OF EMPLOYMENT.
(a) GENERAL. The employment of the EMPLOYEE shall terminate at any
time during the TERM (i) at the option of the EMPLOYER upon the delivery by
the EMPLOYER of written notice of employment termination to the EMPLOYEE, or
(ii) at the option of the EMPLOYEE upon the delivery by the EMPLOYEE of
written notice of termination to the EMPLOYER if, unless consented to in
writing by the EMPLOYEE, (A) the present capacity or circumstances in which
the EMPLOYEE is employed are materially changed (including, without
limitation, a material reduction in responsibilities or authority, or the
assignment of duties or responsibilities substantially inconsistent with
those normally associated with EMPLOYEE's position described in Section 2(a)
of this AGREEMENT), (B) the EMPLOYEE is not elected a member of the Boards of
Directors of the EMPLOYER or Foundation Bancorp, Inc. ("BANCORP"), or any
other savings and loan holding company for the EMPLOYER, or the EMPLOYEE is no
longer the President and Chief Executive Officer of the EMPLOYER and BANCORP,
(C) the EMPLOYEE is required to move his personal residence, or perform his
principal executive functions, more than thirty-five (35) miles from his
primary office as of the date of the commencement of the TERM of this
AGREEMENT, or (D) the EMPLOYER otherwise breaches this AGREEMENT in any
material respect.
(b) TERMINATION FOR JUST CAUSE. In the event that the EMPLOYER terminates
the employment of the EMPLOYEE before the expiration of the TERM because of the
EMPLOYEE's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure or refusal to
perform the duties and responsibilities assigned in this AGREEMENT, willful
violation of any law, rule, regulation (other than traffic violations or similar
offenses) or final cease-and-desist order, conviction of a felony or for fraud
or embezzlement, or material breach of any provision of this AGREEMENT
(hereinafter collectively referred to as "JUST CAUSE"), the EMPLOYEE shall not
receive, and shall have no right to receive, any compensation or other benefits
for any period after such termination.
(c) TERMINATION IN CONNECTION WITH A CHANGE OF CONTROL. In the event
that, in connection with a CHANGE OF CONTROL (including, without limitation, a
termination other
-4-
than for JUST CAUSE within the six months prior to a CHANGE OF CONTROL) or after
a CHANGE OF CONTROL, the employment of the EMPLOYEE is terminated by the
EMPLOYER for any reason other than JUST CAUSE before the expiration of the
TERM or is terminated by the EMPLOYEE in accordance with Section 4(a) (ii) of
this AGREEMENT before the expiration of the TERM, then the following shall
occur:
(i) The EMPLOYER shall promptly pay to the EMPLOYEE or to his
beneficiaries, dependents or estate an amount equal to the product of three
multiplied by the greater of the annual salary set forth in Section 3(a) of
this AGREEMENT or the annual salary payable to the EMPLOYEE as a result of
any annual salary review in accordance with Section 3 (b) of this
AGREEMENT;
(ii) The EMPLOYEE, his dependents, beneficiaries and estate shall
continue to be covered under all BENEFIT PLANS in which the EMPLOYEE is a
participant immediately prior to the CHANGE OF CONTROL of the EMPLOYER at
the EMPLOYER's expense as if the EMPLOYEE were still employed under this
AGREEMENT until the earliest of the expiration of the TERM or the date on
which the EMPLOYEE is included in another employer's benefit plans as a
full-time employee and shall be entitled thereafter to the benefits
described in Section 3(d)(ii) of this AGREEMENT; and
(iii) The EMPLOYEE shall not be required to mitigate the amount of
any payment provided for in this AGREEMENT by seeking other employment or
otherwise, nor shall any amounts received from other employment or
otherwise by the EMPLOYEE offset in any manner the obligations of the
EMPLOYER hereunder, except as specifically stated in subparagraph (ii).
In the event that payments pursuant to this subsection (c) would result in
the imposition of a penalty tax pursuant to Section 280G(b) (3) of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder
(hereinafter collectively referred to as "SECTION 280G"), such payments shall be
reduced to the maximum amount which may be paid under SECTION 280G without
exceeding such limits. Payments pursuant to this subsection (c) also may not
exceed applicable limits established by the Office of Thrift Supervision
(hereinafter referred to as the "OTS"). In the event a reduction in payments is
necessary in order to comply with the requirements of this AGREEMENT relating to
the limitations of SECTION 280G or applicable OTS limits, the EMPLOYEE may
determine, in his sole discretion, which categories of payments are to be
reduced or eliminated.
(d) TERMINATION WITHOUT CHANGE OF CONTROL. In the event that the
employment of the EMPLOYEE is terminated by the EMPLOYER or is terminated by the
EMPLOYEE in accordance with Section 4(a) (ii) of this AGREEMENT before the
expiration of the TERM other than (A) for JUST CAUSE or (B) in connection with
or after a CHANGE OF CONTROL, the EMPLOYER shall be obligated (1) to pay to the
EMPLOYEE, his designated beneficiaries or his estate, for the remainder of the
TERM, the salary set forth in Section 3(a) of this AGREEMENT or the salary
payable to the EMPLOYEE as a result of any annual salary
-5-
review in accordance with Section 3(b) of this AGREEMENT; (2) to provide to the
EMPLOYEE, at the EMPLOYER's expense, health, life, disability, and other
benefits as provided in Section 3(d)(i) of this Agreement, until the expiration
of the TERM or until the earlier date the EMPLOYEE obtains substantially
equivalent coverage from another full-time employer; and (3) to provide to the
EMPLOYEE the benefits set forth under Section 3(d)(ii) of this AGREEMENT. In
the event that payments pursuant to this subsection (d) would result in the
imposition of a penalty tax pursuant to SECTION 280G, such payments shall be
reduced to the maximum amount which may be paid under SECTION 280G without
exceeding those limits. Payments pursuant to this subsection also may not
exceed the applicable limits established by the OTS. In the event a reduction
in payments is necessary in order to comply with the requirements of this
AGREEMENT relating to the limitations of SECTION 280G or applicable OTS limits,
the EMPLOYEE may determine, in his sole discretion, which categories of payments
are to be reduced or eliminated.
(e) DEATH OF THE EMPLOYEE. The TERM automatically terminates upon the
death of the EMPLOYEE. In the event of such death, the EMPLOYEE's estate shall
be entitled to receive the compensation due the EMPLOYEE through the last day of
the calendar month in which the death occurred, except as otherwise specified
herein.
(f) "GOLDEN PARACHUTE" PROVISION. Any payments made to the EMPLOYEE
pursuant to this AGREEMENT or otherwise are subject to and conditioned upon
their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated
thereunder.
(g) DEFINITION OF "CHANGE OF CONTROL". A "CHANGE OF CONTROL" shall
mean any one of the following events; (i) the acquisition of ownership or
power to vote more than 25% of the voting stock of the EMPLOYER or BANCORP;
(ii) the acquisition of the ability to control the election of a majority of
the directors of the EMPLOYER or BANCORP; (iii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the EMPLOYER or BANCORP cease for any reason to
constitute at least two-thirds thereof; provided, however, that any
individual whose election or nomination for election as a member of the Board
of Directors was approved by a vote of at least two-thirds of the directors
then in office shall be considered to have continued to be a member of the
Board of Directors; or (iv) the acquisition by any person or entity of
"conclusive control" of the EMPLOYER within the meaning of 12 C.F.R. Section
574.4(a), or the acquisition by any person or entity of "rebuttable control"
within the meaning of 12 C.F.R. Section 574.4(b) and that has not been
rebutted in accordance with 12 C.F.R. Section 574.4(c). For purposes of this
paragraph, the term "person" refers to an individual or corporation,
partnership, trust, association, or other organization, but does not include
the EMPLOYEE and any person or persons with whom the EMPLOYEE is "acting in
concert" within the meaning of 12 C.F.R. Part 574.
(h) LEGAL FEES. EMPLOYER shall promptly pay all legal fees and expenses
which EMPLOYEE may incur as a result of EMPLOYEE or EMPLOYER contesting the
validity or
-6-
enforceability of this AGREEMENT if a court of competent jurisdiction renders a
final decision in favor of EMPLOYEE with respect to any such contest, or to the
extent agreed to by EMPLOYER and EMPLOYEE in an agreement of settlement with
respect to any such contest.
5. SPECIAL REGULATORY EVENTS. Notwithstanding Section 4 of this AGREEMENT,
the obligations of the EMPLOYER to the EMPLOYEE shall be as follows in the event
of the following circumstances:
(a) If the EMPLOYEE is suspended and/or temporarily prohibited from
participating in the conduct of the EMPLOYER's affairs by a notice served under
Section 8(e) (3) or (g) (1) of the Federal Deposit Insurance Act (hereinafter
referred to as the "FDIA"), the EMPLOYER's obligations under this AGREEMENT
shall be suspended as of the date of service of such notice, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the
EMPLOYER shall (i) pay the EMPLOYEE all of the compensation withheld while the
obligations in this AGREEMENT were suspended and (ii) reinstate any of the
obligations that were suspended.
(b) If the EMPLOYEE is removed and/or permanently prohibited from
participating in the conduct of the EMPLOYER's affairs by an order issued under
Section 8(e) (4) or (g) (1) of the FDIA, all obligations of the EMPLOYER under
this AGREEMENT shall terminate as of the effective date of such order; provided,
however, that vested rights of the EMPLOYEE shall not be affected by such
termination.
(c) If the EMPLOYER is in default as defined in Section 3(x)(1) of the
FDIA, all obligations under this AGREEMENT shall terminate as of the date of
default; provided, however, that vested rights of the EMPLOYEE shall not be
affected.
(d) All obligations under this AGREEMENT shall be terminated, except to
the extent of a determination that the continuation of this AGREEMENT is
necessary for the continued operation of the EMPLOYER, (i) by the Director of
the OTS, or his or her designee at the time that the Federal Deposit Insurance
Corporation enters into an agreement to provide assistance to or on behalf of
the EMPLOYER under the authority contained in Section 13(c) of the FDIA or (ii)
by the Director of the OTS, or his or her designee, at any time the Director of
the OTS, or his or her designee, approves a supervisory merger to resolve
problems related to the operation of the EMPLOYER or when the EMPLOYER is
determined by the Director of the OTS to be in an unsafe or unsound condition.
No vested rights of the EMPLOYEE shall be affected by any such action.
6. CONSOLIDATION, MERGER OR SALE OF ASSETS. Nothing in this AGREEMENT shall
preclude the EMPLOYER from consolidating with, merging into, or transferring
all, or substantially all, of its assets to another corporation that assumes all
of the EMPLOYER's obligations and undertakings hereunder. Upon such a
consolidation, merger or transfer of assets, the term "EMPLOYER" as used herein,
shall mean such other corporation or entity, and this AGREEMENT shall continue
in full force and effect.
-7-
7. CONFIDENTIAL INFORMATION. The EMPLOYEE acknowledges that during his
employment he will learn and have access to confidential information regarding
the EMPLOYER and its customers and businesses. The EMPLOYEE agrees and
covenants not to disclose or use for his own benefit, or the benefit of any
other person or entity, any confidential information, unless or until the
EMPLOYER consents to such disclosure or use or such information becomes common
knowledge in the industry or is otherwise legally in the public domain. The
EMPLOYEE shall not knowingly disclose or reveal to any unauthorized person any
confidential information relating to the EMPLOYER, its parent, subsidiaries or
affiliates, or to any of the businesses operated by them, and the EMPLOYEE
confirms that such information constitutes the exclusive property of the
EMPLOYER. The EMPLOYEE shall not otherwise knowingly act or conduct himself (a)
to the material detriment of the EMPLOYER, its subsidiaries, or affiliates, or
(b) in a manner which is inimical or contrary to the interests of the EMPLOYER.
8. NONASSIGNABILITY. Neither this AGREEMENT nor any right or interest
hereunder shall be assignable by the EMPLOYEE, his beneficiaries, or legal
representatives without the EMPLOYER's prior written consent; provided, however,
that nothing in this Section 8 shall preclude (a) the EMPLOYEE from designating
a beneficiary to receive any benefits payable hereunder upon his death, or (b)
the executors, administrators, or other legal representatives of the EMPLOYEE or
his estate from assigning any rights hereunder to the person or persons entitled
thereto.
9. NO ATTACHMENT. Except as required by law, no right to receive payment
under this AGREEMENT shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge or hypothecation or to execution,
attachment, levy, or similar process of assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.
10. INDEMNIFICATION; INSURANCE.
(a) INDEMNIFICATION. The EMPLOYER agrees to indemnify the EMPLOYEE and
his heirs, executors, and administrators to the fullest extent permitted under
applicable law and regulations, including, without limitation 12 U.S.C. Section
1828(k), against any and all expenses and liabilities reasonably incurred by the
EMPLOYEE in connection with or arising out of any action, suit or proceeding in
which the EMPLOYEE may be involved by reason of his having been a director or
officer of the EMPLOYER or any of its subsidiaries, whether or not the EMPLOYEE
is a director or officer at the time of incurring any such expenses or
liabilities. Such expenses and liabilities shall include, but shall not be
limited to, judgments, court costs and attorney's fees and the cost of
reasonable settlements. The EMPLOYEE shall be entitled to indemnification in
respect of a settlement only if the Board of Directors of the EMPLOYER has
approved such settlement. Notwithstanding anything herein to the contrary, (i)
indemnification for expenses shall not extend to matters for which the EMPLOYEE
has been terminated for JUST CAUSE, and (ii) the obligations of this Section 10
shall survive the TERM of this AGREEMENT. Nothing contained herein shall be
deemed to provide indemnification prohibited by applicable law or regulation.
-8-
(b) INSURANCE. During the TERM, the EMPLOYER shall provide the EMPLOYEE
(and his heirs, executors, and administrators) with coverage under a directors'
and officers' liability policy at the EMPLOYER's expense, at least equivalent to
such coverage provided to directors and senior officers of the EMPLOYER.
11. BINDING AGREEMENT. This AGREEMENT shall be binding upon, and inure to the
benefit of, the EMPLOYEE and the EMPLOYER and their respective permitted
successors and assigns.
12. AMENDMENT OF AGREEMENT. This AGREEMENT may not be modified or amended,
except by an instrument in writing signed by the parties hereto.
13. WAIVER. No term or condition of this AGREEMENT shall be deemed to have
been waived, nor shall there be an estoppel against the enforcement of any
provision of this AGREEMENT, except by written instrument of the party charged
with such waiver or estoppel. No such written waiver shall be deemed a
continuing waiver, unless specifically stated therein, and each waiver shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than the act specifically waived.
14. SEVERABILITY. If, for any reason, any provision of this AGREEMENT is held
invalid, such invalidity shall not affect the other provisions of this AGREEMENT
not held so invalid, and each such other provision shall, to the full extent
consistent with applicable law, continue in full force and effect. If this
AGREEMENT is held invalid or cannot be enforced, then any prior Agreement
between the EMPLOYER (or any predecessor thereof) and the EMPLOYEE shall be
deemed reinstated to the full extent permitted by law, as if this AGREEMENT had
not been executed.
15. HEADINGS. The headings of the paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this AGREEMENT.
16. GOVERNING LAW; REGULATORY AUTHORITY. This AGREEMENT has been executed and
delivered in the State of Ohio and its validity, interpretation, performance,
and enforcement shall be governed by the laws of the State of Ohio, except to
the extent that federal law is governing. References to the OTS included herein
shall include any successor primary federal regulatory authority of EMPLOYEE.
17. EFFECT OF PRIOR AGREEMENTS. This AGREEMENT contains the entire
understanding between the parties hereto and supersedes any prior employment
agreement between the EMPLOYER or any predecessor of the EMPLOYER and the
EMPLOYEE.
18. NOTICES. Any notice or other communication required or permitted pursuant
to this AGREEMENT shall be deemed delivered if such notice or communication is
in writing and is delivered personally or by facsimile transmission or is
deposited in the United States mail, postage prepaid, addressed as follows:
-9-
If to the EMPLOYER:
Foundation Savings Bank
25 Garfield Place
Cincinnati, Ohio 45202
If to the EMPLOYEE:
Mr. Laird L. Lazelle
7 Spring Knoll Drive
Mariemont, Ohio 45227
IN WITNESS WHEREOF, the EMPLOYER has caused this AGREEMENT to be executed
by its duly authorized officer, and the EMPLOYEE has signed this AGREEMENT, each
as of the day and year first above written.
Attest: FOUNDATION SAVINGS BANK
By
- ------------------------------ ------------------------------------
Michael S. Schwartz
its Chairman of the Board
Attest:
- ------------------------------ --------------------------------------
Laird L. Lazelle
-10-