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EXHIBIT 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this "AGREEMENT") is
entered into as of the ___ day of ___________, 199_, by and between Columbia
Federal Savings Bank, a savings bank chartered under the laws of the United
States (hereinafter referred to as the "EMPLOYER"), and Robert V. Lynch, 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 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 this AGREEMENT should be extended.
Any such extension shall be subject to the written consent of the EMPLOYEE.
2. Duties of EMPLOYEE.
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(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 shall include, but not be 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) marketing 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.
(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 holding company and their
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) reasonable participation in community, civic, charitable or
similar organizations; or (ii) 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.
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 $___________ 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 EMPLOYER. The results of
the annual salary review shall be reflected in the minutes of the appropriate
meetings 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.
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(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 any statement to the contrary contained
elsewhere in this Agreement, 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, until both the
EMPLOYEE and his spouse become sixty-five (65) years of age, or the earlier date
the EMPLOYEE obtains substantially equivalent coverage from another full-time
employer, substantially the same health insurance benefits as are available to
retired employees of the EMPLOYER on the date of this AGREEMENT; provided,
however, that all premiums for such benefits shall be paid by the EMPLOYEE
and/or his spouse after the EMPLOYEE's termination; provided further, however,
that the EMPLOYER'S obligation under this Section 3(d)(ii) shall terminate in
the event that the EMPLOYER no longer makes available an employee group health
insurance program which permits the EMPLOYER to make coverage available for
retirees.
(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 annual vacation and annual
sick leave in accordance with the policies periodically established by
the Board of Directors of the EMPLOYER for senior management officials of
the EMPLOYER; and
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(ii) 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 no longer the President and Chief Executive Officer of the EMPLOYER
and Columbia Financial of Kentucky, Inc., (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.
(i) In the event that, in connection with a CHANGE OF CONTROL
(including, without limitation, a termination other than for JUST CAUSE within
six months prior to a CHANGE OF CONTROL) or within one year 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, then the
following shall occur:
(A) 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;
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(B) 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
(C) 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 (B).
(ii) In the event that, within six months prior to or within one year
after a CHANGE OF CONTROL, the employment of the EMPLOYEE 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:
(A) 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;
(B) 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
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(C) 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 (B).
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 (i) for JUST CAUSE or (ii) in connection with
or after a CHANGE OF CONTROL, the EMPLOYER shall be obligated (A) 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 review in accordance
with Section 3(b) of this AGREEMENT; (B) 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 (C) 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 shall automatically terminate 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 Columbia Financial of
Kentucky, Inc.; (ii) the acquisition of the
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ability to control the election of a majority of the directors of the EMPLOYER
or Columbia Financial of Kentucky, Inc.; (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 Columbia Financial of Kentucky, Inc.,
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) 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 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
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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. 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
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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.
(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 Commonwealth of Kentucky and its validity, interpretation,
performance and enforcement shall be governed by the laws of the Commonwealth
of Kentucky, except to the extent that federal law is governing. References to
the OTS included herein shall include any successor primary federal regulatory
authority of the EMPLOYER.
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
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personally or by facsimile transmission or is deposited in the United States
mail, postage prepaid, addressed as follows:
If to the EMPLOYER:
Columbia Federal Savings Bank
2497 Dixie Highway
Fort Mitchell, Kentucky 41017-3085
Attention: Chairman of the Board
If to the EMPLOYEE:
Robert V. Lynch
___________________________
___________________________
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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: COLUMBIA FEDERAL SAVINGS BANK
________________________________ By_________________________________
Attest:
________________________________ ___________________________________
Robert V. Lynch