EXHIBIT 10.3
Linda A. Daniel
-------------------------------------------
Name of Key Employee
January 13, 2005
-------------------------------------------
Date of Agreement
PEOPLES SAVINGS BANK
KEY EMPLOYEE SEVERANCE AGREEMENT
This agreement is entered as of the date set forth above into between
Peoples Savings Bank (the "Employer") and the undersigned key employee of the
Employer named above (the "Key Employee").
1. Severance Benefits. In the event the employment of the Key Employee is
terminated (i) by the Employer other than for Cause, or (ii) by the Key Employee
for Good Reason after Employee gives written notice to Employer and after the
Employer has failed to cure pursuant to the "Opportunity to Cure" provisions of
paragraph three (3) hereunder, the Key Employee shall be entitled to and shall
be paid the following severance benefits, which severance benefits shall be
payable in cash (less ordinary withholdings for taxes, benefits, etc.) by the
Employer to the Key Employee within thirty (30) days after such termination of
employment:
(a) The amount of any unpaid base salary and accrued vacation pay of the
Key Employee accruing through the date of termination of employment, determined
at the base salary rate in effect for the Key Employee at such date, and
(b) An amount equal to six (6) months pay plus one week pay for each year
of service (the "Severance Period").
(c) In addition to the foregoing cash payments, Employer shall make Key
Employee's COBRA Health Insurance payments for the Severance Period, provided
Employee was participating in the Employer's group health insurance program on
the date of termination.
2. Term of Agreement. The term of this Agreement shall be three (3) years
from the date of this Agreement. At the end of the initial term of the
Agreement, the Agreement may be extended by a writing signed by Employer and
Employee for an additional term of three (3) years or such greater or lesser
period as Employer and Employee may agree.
3. Definitions. As used herein, the following terms shall have the
meanings set forth below.
"Cause" means the willful engaging by the Key Employee in malfeasance or
felonious conduct which in any material respect impairs the reputation, good
will or business position of
the Employer or involves misappropriation of the Employer's funds or other
assets, or a failure to materially fulfill the responsibilities of the Key
Employee's position with Employer.
"Good Reason" means (i) a reduction in base salary or fringe benefits
(except for a reduction in fringe benefits which is required by law to maintain
any tax benefits relating thereto or is applied universally to such fringe
benefits of all employees of Employer) paid and provided by the Employer to the
Key Employee, (ii) a materially adverse change in the terms of the bonus program
applicable to the Key Employee, (iii) a material reduction in the authority of
the Key Employee, (iv) a material change in the duties and responsibilities of
the Key Employee, (v) the failure by Employer to provide and credit the Key
Employee with the number of paid vacation days to which he is then entitled in
accordance with the Employer's normal vacation policy as in effect on the date
of the signing of this agreement or (vi) the Employer's requiring the Key
Employee to be based more than 30 miles from where Employee's office or place of
employment is located upon the signing of this agreement.
"Opportunity to Cure" means that if Key Employee intends to terminate
employment for Good Reason, then Key Employee shall give thirty (30) days
written notice to Employer of Key Employees' intention to terminate employment
for Good Reason. During such thirty (30) day period Employer may, at Employer's
option, correct the occurrence of a Good Reason by compensating Employee or by
taking such other action as would eliminate the existence of Good Reason as
defined above.
4. Non-Disclosure Restrictive Covenants. Key Employee recognizes and
acknowledges that the knowledge of the business activities and plans for
business activities of Employer and affiliates thereof, as such affiliates may
exist from time to time, is a valuable, special and unique asset of the business
of Employer. Key Employee will not, during or after the term of his employment,
disclose any knowledge of the past, present, planned or considered business
activities of Employer or any affiliate thereof to any person, firm,
corporation, or other entity for any reason or purpose whatsoever except as
required by legal process or pursuant to a formal regulatory request. In the
event of a breach or threatened breach by Key Employee of the provisions of this
section, Employer will be entitled to a temporary restraining order, preliminary
and permanent injunction restraining Key Employee from violating the provisions
of this section or from threatening to violate such provisions. Nothing herein
will be construed as prohibiting Employer from pursuing any other remedies
available to Employer for breach or threaten to breach, including the recovery
of money damages from Key Employee.
5. Non-Solicitation Restrictive Covenants. For a period of one (1) year
after a termination of employment, Key Employee agrees not to solicit customers
of the Bank for any purpose related directly or indirectly to any business in
which the Bank is engaged during the term of this agreement. Key Employee also
agrees not to solicit to hire any employees of the Bank for a period of one (1)
year after the termination of Employment.
6. Covenant Not to Compete Restrictive Covenants. As a material inducement
to execute this Agreement, Key Employee agrees that in the event of any
termination under this Agreement, Key Employee will not compete with Employer
(a) during the Severance Period beginning on the date of any termination of
employment of Key Employee and (b) within a geographic area of fifty (50) miles
of Troy, Ohio. Employer may enforce the provisions of this
2
section by suit, for damage, injunction, or both. The parties acknowledge that
Employer would be irreparably injured by the breach of any provision of this
section, and money damages alone would not be an appropriate measure of harm to
Employer from such continuing breach. Therefore, equitable relief, including
specific performance of these provisions by temporary restraining order, for
preliminary or permanent injunction, would be an appropriate remedy for breach
by these provisions.
7. Arbitration. (a) Except as provided in Paragraph (b) hereunder, any
controversy or claim arising out of or relating to this Agreement or the breach
of this Agreement which cannot be resolved by the Employee and the Employer,
including any dispute as to the calculation of the Employee's benefits or any
reduction of the Severance Payment pursuant to Section 1(a) and (b) above,
shall, at the instance of either the Employee or the Employer, be submitted to
arbitration in accordance with Ohio Law and the procedures of the American
Arbitration Association. The determination of the arbitrator(s) shall be
conclusive and binding on the Employer and the Employee. Judgment may be entered
on the arbitrator(s)' award in any court having jurisdiction; provided, however,
that the Employee shall be entitled to seek specific performance of his right to
be paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement; (b) as an
exception to the mandatory arbitration provisions of these sections and
mediation provisions of Section 7, Employer and Key Employee are not bound to
arbitrate or mediate any claim or controversy arising out of or relating to this
Agreement in the event Employer seeks to enforce any of the restrictive
covenants contained in Section 3, 4, and 5 above.
8. Mediation. Prior to engagement of arbitration the parties shall make a
good faith effort to mediate any controversy or claim arising out of or relating
to the Agreement or breach thereof.
9. No Mitigation or Reduction of Benefits. The Key Employee is not
required to mitigate the amount of any benefits to be paid by the Employer
pursuant to this agreement by seeking other employment or otherwise, nor shall
the amount of any benefits provided for in this agreement be reduced by any
compensation earned by the Key Employee as the result of employment by another
employer after the termination of the Key Employee's employment with the
Employer.
10. No Employment Rights or Obligations Established. This agreement does
not establish any rights on the part of the Key Employee to continue employment
by the Employer, nor does it establish any obligations on the part of the Key
Employee to continue his employment with the Employer, it being understood and
agreed that this agreement relates solely to certain benefits to be provided to
the Key Employee in the event of the termination of Key Employee's employment by
Employer without cause or by Employee with Good Reason.
11. Amendments. This agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto.
12. Other Agreements. This agreement does not supersede or affect in any
way, nor is it affected in any way by, any other existing agreement between the
Employer and the Key
3
Employee. Further, no future agreement, nor shall this agreement affect such
future agreement, unless the future agreement specifically so provides and is
executed by both the Employer and the Key Employee.
13. Successors and Assigns. This agreement is personal to the Key Employee
and may not be assigned by him otherwise than by will or the laws of descent and
distribution. This agreement shall be binding upon, inure to the benefit of and
be enforceable by and against the Company and it successors and assigns.
14. Governing Law. This agreement is made and is expected to be performed
in Ohio, and the various terms, provisions, covenants and agreements, and the
performance thereof, shall be construed, interpreted and enforced under with
reference to the laws of the State of Ohio.
IN WITNESS WHEREOF, this agreement is executed by the parties effective
the date first set forth above.
Employer: Key Employee:
PEOPLES SAVINGS BANK OF TROY
By: /s/ Ronald B. Scott /s/ Linda A. Daniel
----------------------------- -------------------------------------------
Ronald B. Scott, President (Signature)
Linda A. Daniel
-------------------------------------------
(Name)
4