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EXHIBIT 10.9
[The Ohio Bank letterhead]
December 22, 1998
Mr. Jack W. Donaldson
7779 Hickory Lane
Findlay, Ohio 45840
Dear Jack:
This letter confirms and documents our discussions regarding your election to
terminate your employment with The Ohio Bank (the "Company"), accept the package
of separation benefits outlined below and provide consulting services to the
Company.
This letter will memorialize our agreement concerning the foregoing, as follows:
1. Your employment with the Company will formally end May 31, 1999.
2. All Company-provided employee pension benefits will cease on May
31, 1999, however, you will retain any rights that are then-vested
under the Company's employee pension benefit plans. You also will
be entitled to any conversion rights provided by any insurer under
the Company's group insurance plans, including any applicable life
and disability insurance plans.
3. Beginning June 1, 1999, you and your current spouse will be
provided with the coverage then being provided to ongoing Company
employees under the Company's group health plan; this coverage
will last until you (and in your spouse's case, your spouse) first
becomes entitled to Medicare Part A (or a comparable government
program). You will, of course, be responsible for any "employee"
contributions, co-pay and deductible amounts normally paid by
plan-covered employees and dependents.
4. The Company will pay you $110,000 in cash (less applicable
withholding) in the form of severance pay. This amount will be
paid on or before June 30, 1999. This severance pay constitutes
full payment and satisfaction of all of your rights and claims
against the Company (and any affiliated company), including rights
to incentive pay, stock options, bonuses, accrued vacation pay,
sick and/or holiday pay.
5. For a period of two years after termination of your employment,
you will make yourself available to provide such consulting
services as may be requested of you from time to time by the
President or Board of Directors of the Company, including service
on the Board of Directors and committees of the Board. In addition
to directors' fees, the Company will pay you $600,000 for your
consulting services.
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This compensation will be paid in three installments - $125,000 on
or before June 30, 1999, $235,000 on or before June 30, 2000 and
the balance of $240,000 on or before June 30, 2001. You understand
that director's fees and compensation for your consulting services
are paid to you as an independent contractor and that you will be
fully responsible for all federal, state and local taxes
applicable to such compensation.
6. Without the Company's express approval, you will not, at any time
prior to May 31, 2003, accept any other employment, or engagement
as a proprietor, consultant, or partner, with any outside business
or enterprise that competes with the Company within seventy-five
(75) miles of the Hancock (Ohio) County Courthouse. You
acknowledge and agree that the Company is entitled to specific
performance of this provision, including an injunction to restrain
you from competing with it.
7. You will not at any time use, reveal or divulge any confidential
information about the Company. Confidential information means
information that is not generally known and from which the Company
derives actual or potential economic value because such
information is not generally known by others. Confidential
information includes, but is not limited to, sales and marketing
information, customer account records, training and operations
material and memoranda, personnel records, pricing and financial
information relating to the business, accounts, customers,
employees and affairs of the Company, financial data and lists of
actual or potential customers.
8. You will sign, date and return the attached Release and Covenant
Not To Sue no earlier than May 31, 1999 and no later than June 15,
1999.
Finally, the terms of this letter agreement shall remain confidential, and
neither you nor the Company will publish or publicize the terms of this letter
agreement in any manner. You will not discuss or reveal the terms of this
agreement to any persons other than you immediate family, your attorney and your
financial advisors. You will not disparage the Company, its parent, related
entities or affiliates, or its officers, directors, or employees. Likewise,
neither the Company not its officers, directors, or employees shall disparage
you.
Yours truly,
/S/ Richard R. Hollington, Jr.
Richard R. Hollington, Jr.
Chairman, The Ohio Bank
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I have carefully read, fully understand and agree to be bound by all the terms
of this letter agreement.
/s/ Jack W. Donaldson
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Jack W. Donaldson
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Date