EXHIBIT 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this "AGREEMENT"),
is entered into this 31st day of December, 2004 ("Effective Date") by and
between The Home Savings and Loan Company of Youngstown, Ohio, a savings and
loan association incorporated under Ohio Law (hereinafter referred to as the
"COMPANY"), and David G. Lodge, an individual (hereinafter referred to as the
"EXECUTIVE");
WITNESSETH:
WHEREAS, the EXECUTIVE is currently employed as the President and Chief
Operating Officer of the COMPANY;
WHEREAS, as a result of the skill, knowledge and experience of the
EXECUTIVE, the Board of Directors of the COMPANY desires to continue to retain
the services of the EXECUTIVE as the President and Chief Operating Officer of
the COMPANY;
WHEREAS, the EXECUTIVE desires to serve as the President and Chief
Operating Officer of the COMPANY; and
WHEREAS, the EXECUTIVE and the COMPANY desire to enter into this AGREEMENT
to set forth the terms and conditions of the employment relationship between the
COMPANY and the EXECUTIVE;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the COMPANY and the EXECUTIVE, each party intending to be
legally bound, hereby agree as follows:
1. Employment and Term.
(a) Term. Upon the terms and subject to the conditions of this AGREEMENT,
the COMPANY hereby employs the EXECUTIVE, and the EXECUTIVE hereby accepts
employment, as the President and Chief Operating Officer of the COMPANY. The
term of this AGREEMENT shall commence on December 31, 2004, and shall end on
December 31, 2007, unless extended by the COMPANY, with the consent of the
EXECUTIVE, as provided in subsection (b) of this Section 1 (hereinafter referred
to, together with such extensions, as the "TERM").
(b) Extension. Additionally, on , or before, each annual anniversary date
of the Effective Date, the Term of Agreement shall be extended for up to an
additional one-year period beyond the then effective Term upon a determination
and resolution of the Board of Directors that the performance of the Executive
has met the requirements and standards of the Board, and that the Term of such
Agreement shall be extended for such additional period. References herein to the
Term of this Agreement shall refer both
to the initial term and successive terms. Any such extension shall be subject to
the consent of the EXECUTIVE.
2. Duties of the EXECUTIVE.
(a) General Duties and Responsibilities. The EXECUTIVE shall serve
as the President and Chief Operating Officer of the COMPANY. Subject to the
direction of the Board of Directors of the COMPANY and such EXECUTIVE'S manager,
the EXECUTIVE shall perform all duties and shall have all powers which are
commonly incident to the office of President and Chief Operating Officer or
which, consistent therewith, are delegated to him by the Board of Directors.
(b) Devotion of Entire Time to the Business of the COMPANY. The
EXECUTIVE 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 EXECUTIVE shall not directly or indirectly
render any services of a business, commercial or professional nature to any
person or organization other than the COMPANY, United Community Financial Corp.
(hereinafter referred to as the "HOLDING COMPANY"), or its subsidiaries without
the prior written consent of the Board of Directors of the COMPANY; provided,
however, that the EXECUTIVE shall not be precluded from (i) vacations and other
leave time in accordance with Section 3 (d) below, (ii) reasonable participation
in community, civic, charitable or similar organizations, (iii) reasonable
participation in industry-related activities, including, but not limited to,
attending state and national trade association meetings and serving as an
officer, director or trustee of a state or national trade association or Federal
Home Loan Bank, (iv) serving as an officer or director of the HOLDING COMPANY or
its subsidiaries and receiving a salary, director's fees or other compensation
or benefits, as appropriate, or (v) pursuing personal investments which do not
interfere or conflict with the performance of the EXECUTIVE'S duties to the
COMPANY.
(c) Standards. During the Term of this Agreement, the Executive
shall perform his duties in accordance with such reasonable standards expected
of executives with comparable positions in comparable organizations and as may
be established from time to time by the Board of Directors.
3. Remuneration.
(a) Compensation. The EXECUTIVE shall receive during the TERM compensation
established by the applicable Compensation Committee of the Boards of Directors.
It is the intent of the COMPANY that the EXECUTIVE'S compensation shall include
the following components: (1) a base salary, payable in installments not less
often than monthly; (2) cash incentive compensation, payable not less often than
annually; and (3) long term incentive compensation.
(b) Annual Review. On or before December 31st of each year, commencing
during the year including the Effective Date, the annual base salary of the
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EXECUTIVE shall be reviewed by the Board of Directors of the COMPANY and shall
be set at an amount not less than $240,946.00, based upon the EXECUTIVE'S
individual performance and such other factors as the Board of Directors may deem
appropriate (hereinafter referred to as the "ANNUAL REVIEW").
(c) Executive Benefit Programs. During the TERM, the EXECUTIVE shall be
entitled to participate in all formally established benefit, bonus, insurance,
profit sharing plans, stock benefit plans and similar programs (hereinafter
collectively referred to as "BENEFIT PLANS"), in accordance with the terms and
conditions of such BENEFIT PLANS that are maintained by the COMPANY or the
HOLDING COMPANY from time to time and all EXECUTIVE benefit plans or programs
hereafter adopted in writing by the Board of Directors of the COMPANY or the
HOLDING COMPANY for which senior management personnel of the COMPANY are
eligible. Notwithstanding any statement to the contrary contained elsewhere in
this AGREEMENT, the COMPANY may at any time discontinue or terminate any BENEFIT
PLAN now existing or hereafter adopted, to the extent permitted by the terms of
such BENEFIT PLAN, and shall not be required to compensate the EXECUTIVE for
such discontinuance or termination to the extent such discontinuance or
termination pertains to all employees of the COMPANY who are eligible
participants at the time.
(d) Vacation and Sick Leave. The EXECUTIVE shall be entitled, without loss
of pay, to be absent voluntarily from the performance of his duties under this
AGREEMENT, in accordance with the policies periodically established by the Board
of Directors of the COMPANY for senior management officials of the COMPANY. The
EXECUTIVE shall be entitled to annual sick leave as established by the Board of
Directors of the COMPANY for senior management officials of the COMPANY.
(e) Expenses. The COMPANY shall pay or reimburse the EXECUTIVE for
reasonable travel, entertainment and miscellaneous expenses incurred in
connection with the performance of his duties under this AGREEMENT, including
participation in industry-related activities upon furnishing timely
documentation to the COMPANY of such expenses incurred.
4. Termination of Employment.
(a) General. The employment of the EXECUTIVE shall terminate at any time
during the TERM: (i) at the option of the COMPANY, upon the delivery by the
COMPANY of written notice of termination to the EXECUTIVE with or without
"Cause" (as defined hereinafter), or (ii) at the option of the EXECUTIVE, upon
delivery by the EXECUTIVE of written notice of termination to the COMPANY if the
present capacity or circumstances in which the EXECUTIVE is employed are
materially adversely changed (including, but not limited to, a material
reduction in responsibilities or authority or the assignment of duties or
responsibilities substantially inconsistent with those normally associated with
the EXECUTIVE'S position described in Section 2 (a) of this AGREEMENT, change of
title or removal as a director of the COMPANY or the HOLDING COMPANY, the
requirement that the EXECUTIVE regularly perform his
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principal executive functions more than thirty-five (35) miles from his primary
office as it existed of the date of this AGREEMENT or the EXECUTIVE'S benefits
provided under this AGREEMENT are reduced, unless the benefit reductions are
part of a Company-wide reduction. The following subsections (b), (c), (d) and
(e) of this Section 4 shall govern the obligations of the COMPANY to the
EXECUTIVE upon the occurrence of the events described in such subparagraphs. If
the EXECUTIVE terminates this AGREEMENT without the written consent of the
COMPANY, other than pursuant to Section 4(a)(ii) of this AGREEMENT, the
EXECUTIVE shall not receive and shall have no right to receive, any compensation
or benefits for any period after such termination and the EXECUTIVE shall not
engage in the financial institutions business as a director, officer, EXECUTIVE
or consultant for any business or enterprise which competes with the principal
business of the COMPANY or the HOLDING COMPANY or any of their subsidiaries
within Mahoning, Trumbull and Columbiana counties or any other geographic area
in which the COMPANY or the HOLDING COMPANY is doing business for the unexpired
TERM of this AGREEMENT. This non-compete provision shall not apply in the event
the EXECUTIVE terminates employment pursuant to Section 4(a)(ii) of this
AGREEMENT. The provisions of this subparagraph 4(a) shall survive the
termination of this AGREEMENT.
(b) Termination for Cause. In the event that the COMPANY terminates the
employment of the EXECUTIVE during the TERM because of the EXECUTIVE'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
or regulation (other than traffic violations or other minor offenses), or final
cease-and desist order or material breach of any provision of this AGREEMENT
(hereinafter collectively referred to as "Cause"), the EXECUTIVE 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 CHANGE OF CONTROL. In the event that
the employment of the EXECUTIVE is terminated by COMPANY within one (1) year
before or after a CHANGE OF CONTROL (hereinafter defined) for any reason other
than Cause, death, or disability, or within one (1) year before or after a
CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S
option as provided in Section 4 (a) (ii) above, then the following shall occur:
(i) The COMPANY shall promptly pay to the EXECUTIVE or to his
beneficiaries, dependents or estate an amount equal to the product of three (3)
multiplied by the EXECUTIVE'S "base amount" as defined in Section 280G(b)(3) of
the Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as
"SECTION 280G").
(ii) The EXECUTIVE, his dependents, beneficiaries and estate shall:
continue to be covered at the COMPANY'S expense under all health and welfare
benefit plans of the COMPANY in which the EXECUTIVE was a participant prior to
the effective date of the termination of his employment as if the EXECUTIVE were
still
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employed under this AGREEMENT until the earlier of the expiration of the TERM or
the date on which the EXECUTIVE is included in another employer's benefit plans
as a full-time EXECUTIVE; be eligible for benefit distribution from any of the
COMPANY'S stock benefit plans in accordance with the terms and conditions of any
such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or
service credits under any qualified retirement plans maintained by the COMPANY
after the effective date of the EXECUTIVE'S termination of employment.
(iii) The EXECUTIVE 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 EXECUTIVE offset in any manner the obligations of the COMPANY hereunder,
except as specifically stated in subparagraph (ii) above.
(iv) For purposes of this Agreement, a "CHANGE OF CONTROL" shall
mean any one of the following events:
(A) the acquisition of ownership or power to vote more than 20% of the
voting stock of the COMPANY or the HOLDING COMPANY, provided that
acquisition of ownership or power to vote by a qualified employee stock
ownership plan sponsored by the Company shall not be considered a CHANGE
OF CONTROL;
(B) the acquisition of the ability to control the election of a majority
of the directors of COMPANY or the HOLDING COMPANY
(C) during any period of three or less consecutive years individuals who
at the beginning of such period constitute the Board of Directors of the
COMPANY or the HOLDING COMPANY cease for any reason to constitute at least
a majority thereof; provided, however, that any individual whose election
or nomination for election as a member of the Board of Directors of the
COMPANY or the HOLDING COMPANY 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 of the COMPANY or the
HOLDING COMPANY;
(D) the acquisition by any person or entity of "conclusive control" of the
COMPANY within the meaning of 12 C.F.R. Section 303.81(c); or
(E) an event that would be required to be reported in response to Item 1
(a) of Form 8-K or Item 6 (e) of Schedule 14A pursuant to the Securities
Exchange Act of 1934, as amended (hereinafter referred to as the "EXCHANGE
ACT"), or any successor thereto, whether or not any class of securities of
the Corporation is registered under the EXCHANGE ACT.
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
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EXECUTIVE and any person or persons with whom the EXECUTIVE is "acting in
concert" within the meaning of 12 C.F.R. Section 303.81(b).
(v) "Golden Parachute" Provision. In the event that any payments
pursuant to this Section 4(c) would result in or contribute to the imposition of
a penalty tax pursuant to SECTION 280G and Internal Revenue Code Section 4999,
such payments shall be reduced to the maximum amount which may be paid under
SECTION 280G without exceeding such limits. Any payments made to the EXECUTIVE
pursuant to this AGREEMENT are subject to and conditioned upon their compliance
with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.
(vi) In the event the EXECUTIVE'S employment terminates pursuant to
this Section 4 (c ), the EXECUTIVE shall not engage in the financial
institutions business as a director, officer, EXECUTIVE or consultant for any
business or enterprise which competes with the principal business of the COMPANY
or the HOLDING COMPANY or any of their subsidiaries within Mahoning, Trumbull
and Columbiana counties or any other geographic area in which the COMPANY or
HOLDING COMPANY is doing business for a period of eight (8) months from the
EXECUTIVE'S date of employment termination. In exchange for EXECUTIVE'S
agreement concerning non-competition, the COMPANY agrees to pay EXECUTIVE eight
(8) months of base salary.
(d) Death of the EXECUTIVE. The TERM shall automatically expire upon the
death of the EXECUTIVE. In such event, the EXECUTIVE'S estate shall be entitled
to receive the EXECUTIVE'S monthly base salary continuation for ninety (90) days
following the day death occurred, except as otherwise specified herein.
(e) Disability of the EXECUTIVE. If the EXECUTIVE is unable to perform the
essential functions of the position assigned by reason of illness or incapacity
for a period up to one hundred and fifty (150) consecutive days, then, despite
the COMPANY'S efforts to reasonably accommodate such illness or incapacity, the
COMPANY may terminate this Agreement upon written notice to EXECUTIVE. Upon
termination, the EXECUTIVE may be eligible for long term disability benefits
under the COMPANY'S disability plan, subject to the terms and conditions of that
plan. In the event that the EXECUTIVE is (and continues to be) eligible for long
term disability benefits under the COMPANY'S disability plan, then the EXECUTIVE
shall be entitled to be covered under the health and life insurance welfare
benefits plans in which the EXECUTIVE was a participant prior to the effective
date of the termination of his employment as if the EXECUTIVE were still
employed under this AGREEMENT for a period of two (2) years after the effective
date of the EXECUTIVE'S termination of employment; be eligible for benefit
distribution from any of the COMPANY'S stock benefit plans in accordance with
the terms and conditions of any such plans; but the EXECUTIVE shall not accrue
any further benefit, vesting, or service credits under any qualified retirement
plans maintained by the COMPANY after the effective date of the EXECUTIVE'S
termination of employment.
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(f ) Other Termination. In the event that the employment of the EXECUTIVE
is terminated before expiration of the TERM for any reason other than death,
termination for Cause or termination in connection with a CHANGE OF CONTROL, or
disability, then the following shall occur:
(i) The COMPANY shall be obligated to continue to pay on at least a
monthly basis, until the expiration of the TERM, to the EXECUTIVE, his
designated beneficiaries or his estate, the total compensation in effect at the
time of termination pursuant to Section 3 above, plus a cash bonus equal to the
cash bonus, if any, paid to the EXECUTIVE in the twelve month period prior to
the termination of employment.
(ii) The EXECUTIVE shall continue to be covered at the EXECUTIVE'S
expense under all health and welfare benefits plans, in which the EXECUTIVE was
a participant prior to the effective date of the termination of his employment
as if the EXECUTIVE were still employed under this AGREEMENT until the earlier
of the expiration of the TERM or the date on which the EXECUTIVE is included in
another employer's benefit plans as a full-time EXECUTIVE; be eligible for
benefit distribution from any of the COMPANY'S stock benefit plans in accordance
with the terms and conditions of any such plans; but the EXECUTIVE shall not
accrue any further benefit, vesting, or service credits under any qualified
retirement plans maintained by the COMPANY after the effective date of the
EXECUTIVE'S termination of employment.
(iii) The EXECUTIVE 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 EXECUTIVE offset in any manner the obligations of the COMPANY hereunder,
except as specifically stated in subparagraph (ii) above.
5. Withholding. All payments required to be made by the COMPANY hereunder to the
Executive shall be subject to the withholding of such amounts, if any, relating
to Federal, State and local tax and other payroll deductions as the COMPANY may
reasonably determine should be withheld pursuant to any applicable law or
regulation.
6. Indemnification; Insurance.
(a) Indemnification. The COMPANY agrees to indemnify the Executive
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 Executive in connection
with or arising out of any action, suit or proceeding in which the
Executive may be involved by reason of having been a director or
officer of the Bank or any of its subsidiaries, whether or not the
Executive is a director or officer at the
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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 Executive shall be entitled to
indemnification in respect of a settlement only if the Board of
Directors of the Company has approved such settlement.
Notwithstanding anything herein to the contrary, (I) indemnification
for expenses shall not extend to matters for which the Executive has
been terminated for, and (ii) the obligations of this Section shall
survive the termination of this Agreement. Nothing contained herein
shall be deemed to provide indemnification prohibited by applicable
law or regulation.
(b) Insurance. During the Term of the Agreement, the COMPANY shall
provide the Executive (and his heirs, executors, and administrators)
with coverage under a directors' and officers' liability policy at
the COMPANY's expense, at least equivalent to such coverage
otherwise provided tot he other directors and senior officers of the
COMPANY.
7. Special Regulatory Events. Notwithstanding the provisions of Section 4 of
this AGREEMENT, the obligations of the COMPANY to the EXECUTIVE shall be as
follows in the event of the following circumstances:
(a) If the EXECUTIVE is suspended and/or temporarily prohibited from
participating in the conduct of the COMPANY'S affairs by a notice served under
section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (hereinafter
referred to as the "FDIA"), the COMPANY'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 COMPANY
may pay the EXECUTIVE all or part of the compensation withheld while the
obligations in this AGREEMENT were suspended and reinstate, in whole or in part,
any of the obligations that were suspended;
(b) If the EXECUTIVE is removed and/or permanently prohibited from
participating in the conduct of the COMPANY'S affairs by an order issued under
Section 8(e)(4) or 8(g)(1) of the FDIA, all obligations of the COMPANY under
this AGREEMENT shall terminate as of the effective date of such order; provided,
however, that vested rights of the EXECUTIVE shall not be affected by such
termination;
(c) If the COMPANY 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 EXECUTIVE 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 COMPANY, (i) by the Superintendent
f Savings Banks, Department of Commerce (hereinafter referred to as
"Superintendent"), 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 COMPANY under the
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authority continued in Section 13(c) of the FDIA or (ii) by the Superintendent,
or his or her designee, at any time the Superintentdent approves a supervisory
merger to resolve problems related to the operation of the COMPANY or when the
COMPANY is determined by the Superintendent to be in an unsafe or unsound
condition; provided, however that no vested rights of the EXECUTIVE shall not be
affected by any such termination; and
8. Consolidation, Merger or Sale of Assets. Nothing in this AGREEMENT shall
preclude the COMPANY or the HOLDING COMPANY from consolidating with, merging
into, or transferring all, or substantially all, of their assets to another
corporation that assumes all their obligations and undertakings hereunder. Upon
such a consolidation, merger or transfer of assets, the term "COMPANY" as used
herein, shall mean such other corporation or entity, and this AGREEMENT shall
continue in full force and effect.
9. Confidential Information. The EXECUTIVE acknowledges that during his
employment he will learn and have access to confidential information regarding
the COMPANY and its customers and businesses. The EXECUTIVE agrees 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 COMPANY consents to
such disclosure or use of such information is otherwise legally in the public
domain. The EXECUTIVE shall not knowingly disclose or reveal to any unauthorized
person any confidential information relating to the HOLDING COMPANY, its
subsidiaries, or affiliates, or any of the businesses operated by them, and the
EXECUTIVE confirms that such information constitutes the exclusive property of
the COMPANY. The provisions of this Section 9 shall survive the termination or
expiration of this Agreement.
10. Non-assignability. Neither this AGREEMENT nor any right or interest
hereunder shall be assignable by the EXECUTIVE, his beneficiaries or legal
representatives without the COMPANY'S prior written consent; provided, however,
that nothing in this Section 10 shall preclude the EXECUTIVE from designating a
beneficiary to receive any benefits payable hereunder upon his death or the
executors, administrators or legal representatives of the EXECUTIVE or his
estate from assigning any rights hereunder to the person or persons entitled
thereto.
11. 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.
12. Binding Agreement. This AGREEMENT shall be binding upon, and inure to the
benefit of, the EXECUTIVE and the COMPANY and its successors and assigns.
13. Amendment of AGREEMENT. This AGREEMENT may not be modified or amended,
except by an instrument in writing signed by the parties hereto.
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14. Waiver. No term or condition of this AGREEMENT shall 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.
15. 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 COMPANY (or any predecessor thereof) and the EXECUTIVE shall be
deemed reinstated to the full extent permitted by law, as this AGREEMENT had not
been executed.
16. 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.
17. Governing Law. 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.
18. Effect of Prior Agreements. This AGREEMENT contains the entire understanding
between the parties hereto and supersedes any prior employment agreement between
the COMPANY or any predecessor of the COMPANY and the EXECUTIVE.
19. Arbitration. Any dispute concerning the interpretation or application of
this AGREEMENT that cannot be resolved by mutual agreement of the COMPANY and
EXECUTIVE must be submitted for determination by an impartial arbitrator
selected in accordance with the American Arbitration Association's Employment
Dispute Resolution Rules.
20. 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:
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If to the COMPANY:
Chairman and CEO
The Home Savings and Loan Company
Of Youngstown, Ohio
275 Federal Plaza West
Youngstown, Ohio 44503
If to the EXECUTIVE:
David G. Lodge
9560 Windy Lakes Circle
Chagrin Falls Ohio 44023
IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed
by its duly authorized officer, and the EXECUTIVE has signed this AGREEMENT,
each as of the day and year first above written.
THE HOME SAVINGS AND LOAN
COMPANY OF YOUNGSTOWN, OHIO
By:____________________________________
Chairman and Chief Executive Officer
_______________________________________
David G. Lodge
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