Exhibit 10(i)
Employment Agreement
(Amended and Restated November 20, 2001)
THIS Employment Agreement (this "Agreement") is entered into effective
the 1st day of January, 2001, by and between Camco Financial Corporation, a
savings and loan holding company incorporated under the laws of the State of
Delaware ("Camco"), the principal office of which is located at 6901 Glenn
Highway, Cambridge, Ohio, and Richard C. Baylor (the "Employee"), an individual
whose residential address is 156 Hawthorne Drive, New Concord, Ohio 43762, and
is amended and restated effective November 20, 2001.
WITNESSETH:
WHEREAS, the Employee has assumed the responsibilities of President and
Chief Executive Officer of Camco effective January 1, 2001; and
WHEREAS, as a result of the skill, knowledge, experience and
performance of the Employee, Camco desires to continue to retain the services of
the Employee as President and Chief Executive Officer in accordance with the
terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable considerations, the receipt and
sufficiency of which is hereby acknowledged, Camco and the Employee agree as
follows:
1. Employment and Term. The Employee is employed as the President and
Chief Executive Officer of Camco, and the Employee hereby accepts employment as
the President and Chief Executive Officer of Camco, upon the terms and
conditions of this Agreement. The term of employment shall be for the period
commencing on January 1, 2001, and shall end on December 31, 2003 (the "Term").
At the end of each year of the Term, the Agreement may be extended for periods
of one year each by Camco's Board of Directors ("Board") at its sole and
exclusive discretion, subject to the Employee's acceptance thereof. Prior to
consenting to any such extension, the Board will conduct a performance
evaluation of the Employee, and the results of such review shall be noted in the
minutes of the meeting of the Board. The Term of this Agreement, together with
each extension period, is hereinafter referred to as the "Employment Term".
2. Duties of Employee.
(a) General Duties and Responsibilities. The Employee shall
serve as the President and Chief Executive Officer of Camco; shall perform the
duties and responsibilities customary for such offices to the best of his
ability and in accordance with (i) the policies established by the Board and
(ii) all applicable laws and regulations; and shall perform such other duties
not inconsistent with his position as may be assigned to him from time to time
by the Board.
(b) Devotion of Time to Camco's Business. The Employee shall
devote his entire productive time, ability and attention during normal business
hours throughout the Employment Term to the faithful performance of his duties
under this Agreement subject to the direction of the Board. The Employee shall
not directly or indirectly render any services of a business, commercial or
professional nature to any person or organization without the prior written
consent of the Board; provided, however, that the Employee shall not be
precluded from: (i) vacations and other leave time in accordance with Section
3(d) hereof; (ii) reasonable participation in community, civic, charitable or
similar organizations; (iii) reasonable participation in industry-related
activities including, but not limited to, directorship of a Federal Home Loan
Bank, attending industry trade association (national and state) conventions,
conferences and committee meetings, and holding positions of responsibility
therein; (iv) serving as an officer and/or director of Camco's subsidiaries; or
(v) the pursuit of personal investments that do not interfere or conflict with
the performance of the Employee's duties for Camco.
3. Compensation, Benefits and Reimbursements.
(a) Salary. The Employee shall receive an annual salary
payable in equal installments not less often than monthly. The amount of the
annual salary shall be $160,000 until changed by the Board. Each year throughout
the Employment Term, the amount of the Employee's annual salary shall be
reviewed by the Board, and shall be set at an amount not less than $160,000,
based upon the Employee's responsibilities and individual performance and the
overall profitability and financial condition of Camco (the "Annual Review").
The result of the Annual Review shall be reflected in the minutes of the Board.
Any directors' fees received by Employee, whether paid by Camco or any other
entity, shall be in addition to the salary provided for in this Agreement and
may be retained by Employee in their entirety.
(b) Expenses. In addition to any compensation received under
Section 3(a), Camco 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 including participation in
industry-related activities. Such reimbursement shall be made in accordance with
the existing policies and procedures of Camco pertaining to reimbursement of
expenses to senior management officials.
(c) Employee Benefit Program. During the Employment 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 Camco from time to time, including programs regarding group
health, disability or life insurance, salary continuation insurance,
reimbursement of membership fees in civic, social and professional organizations
and all employee benefit plans or programs hereafter adopted in writing by the
Board, for which senior management personnel are eligible, including any
employee stock ownership plan or stock option plan (collectively, the "Benefit
Plans"). Notwithstanding the foregoing sentence, Camco may discontinue at any
time any such Benefit Plans now existing or hereafter adopted, to the extent
permitted by the terms of such plans, and shall not be required to compensate
the Employee for the elimination of any such Benefit Plans.
-2-
(d) 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, the duration of which shall not be less than four weeks each calendar
year;
(ii) Vacation time shall be scheduled by the
Employee in a reasonable manner and shall be subject to approval by the Board.
The Employee shall not be entitled to receive any additional compensation from
Camco in the event of his failure to take the full allotment of vacation time in
any calendar year nor shall unused vacation time be carried over into any
succeeding calendar year; and
(iii) The Employee shall be entitled to annual
sick leave as established by the Board for senior management officials of Camco.
In the event that any sick leave time shall not have been used during any
calendar year, such leave shall accrue to subsequent calendar years only to the
extent authorized by the Board. Upon termination of his employment, the Employee
shall not be entitled to receive any additional compensation from Camco for
unused sick leave.
(e) Employee shall be entitled to the full-time use of a
company-owned automobile. Camco shall be responsible for the cost of obtaining
collision and liability insurance for the automobile and shall pay for all other
costs of operating the automobile including fuel, maintenance and repair.
(f) During the Employment Term, Camco shall pay Employee's
membership dues at the Cambridge Country Club and non-resident membership dues
at the Columbus Club.
4. Termination of Employment. In addition to Camco's right to terminate
the employment of the Employee at the end of the Employment Term, Camco may
terminate the employment of the Employee at any other time during the Employment
Term. In the event that Camco terminates the employment of the Employee during
the Employment 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 or
final cease-and-desist order (other than traffic violations or similar
offenses), conviction of a felony or for fraud or embezzlement, or material
breach of any provision of this Agreement (collectively, "Just Cause"), the
Employee shall have no right to receive any compensation or other benefits for
any period after such termination. If Camco terminates the employment of the
Employee during the Employment Term for any reason other than Just Cause, or if
the Employee terminates his employment for Good Reason (hereinafter defined),
the Employee shall be entitled to the following:
(a) Termination After Change of Control. If, in connection
with or within one year of a Change of Control (hereinafter defined) of Camco,
-3-
Camco terminates the employment of the Employee for any reason other than Just
Cause, or if the Employee elects to terminate his employment for Good Reason,
then the following shall occur:
(i) Camco shall promptly pay to the Employee or
to his beneficiaries, dependents or estate an amount equal to three times the
Employee's "average annual compensation" as such term is defined in Section 280G
of the Internal Revenue Code of 1986, as amended.
(ii) Camco shall provide to the Employee and his
eligible dependents health, life and disability insurance benefits substantially
equal to those being provided to the Employee and his eligible dependents
immediately prior to the occurrence of the Change of Control, at Camco's expense
and as if the Employee were still employed under this Agreement for a period of
36 months.
(iii) Camco shall promptly pay to the Employee an
amount equal to all directors' fees to which the Employee would otherwise have
been entitled if he had remained a director of Camco or any of its subsidiaries
for a period of 36 months.
The Employee shall not be required to mitigate the
amount of any payment provided for in this Agreement, whether in this paragraph
or elsewhere 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 Camco hereunder, except as specifically
stated in subsection (ii) of this subsection (a).
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 Camco; (ii) the acquisition of the ability to control
the election of a majority of the directors of Camco; (iii) during any period of
two consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of Camco 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 Camco 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
Camco; or (iv) the acquisition by any person or entity of "conclusive control"
of Camco within the meaning of 12 C.F.R. ss.574.4(a), or the acquisition by any
person or entity of "rebuttable control" within the meaning of 12 C.F.R.
ss.574.4(b) that has not been rebutted in accordance with 12 C.F.R. ss.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.
"Good Reason" shall be deemed to exist if, within one
year following a Change of Control, any of the following occurs, without the
prior written consent of the Employee: (I) the present capacity or circumstances
in which the Employee is employed are materially and adversely changed, in the
reasonable opinion of the Employee (including, without limitation, a reduction
-4-
in responsibilities or authority, the assignment of duties or responsibilities
substantially inconsistent with those normally associated with the position of
President and Chief Executive Officer or a reduction in salary); (II) the
Employee is no longer the President and Chief Executive Officer of Camco or any
successor by merger to Camco; (III) 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 (IV) Camco otherwise breaches
this Agreement in any material respect.
(b) Termination without Change of Control. In the event Camco
terminates the employment of the Employee for any reason other than Just Cause
and the termination is not covered by the provisions of subsection (a) of this
Section 4, Camco shall be obligated to continue to (i) pay on a monthly basis to
the Employee, his designated beneficiaries or his estate, his annual salary
provided pursuant to Section 2 of this Agreement for the number of months
remaining in the Employment Term as of the date of the termination; and (ii)
provide to the Employee and his eligible dependents, at Camco's expense, health,
life and disability insurance benefits substantially equal to those being
provided to the Employee and his eligible dependents at the date of termination
of his employment until the earliest of (A) the end of the Employment Term under
this Agreement pursuant to Section 1 of this Agreement or (B) that date on which
the Employee is included in another employer's benefit plans as a full-time
employee. The Employee may choose, in lieu of monthly payments of the amounts
set forth above, to receive a lump sum payment equal to the present value of
such payments. For purposes of computing such lump-sum payment, the parties
shall use a discount rate of five percent (5%) per annum.
(c) Death of the Employee. The Employment 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.
5. Consolidation, Merger or Sale of Assets. Nothing in this Agreement
shall preclude Camco from voluntarily or involuntarily consolidating with,
merging into, or transferring all, or substantially all, of its assets to
another corporation that assumes all of Camco's obligations and undertakings
hereunder. Upon such a consolidation, merger or transfer of assets, the term
"Camco" as used in this Agreement, shall mean such other corporation or entity
and this Agreement shall continue in full force and effect.
6. Confidential Information. The Employee acknowledges that during his
employment he has learned, will learn and will have access to confidential
information regarding Camco and its customers and business. 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 Camco
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 Camco, its subsidiaries or affiliates, or to any of the
businesses operated by them, and the Employee confirms that such information
-5-
constitutes the exclusive property of Camco. The Employee shall not otherwise
knowingly act or conduct himself (i) to the material detriment of Camco, its
subsidiaries or affiliates or (ii) in a manner which is inimical or contrary to
the interests of Camco.
7. Nonassignability. Neither this Agreement nor any right or interest
hereunder shall be assignable by the Employee, his beneficiaries or legal
representatives without Camco's prior written consent; provided, however, that
nothing in this Section 7 shall preclude (i) the Employee from designating a
beneficiary to receive any benefits payable hereunder upon his death or (ii) 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.
8. 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.
9. Binding Agreement. This Agreement shall be binding upon, and inure
to the benefit of, the Employee and Camco and their respective permitted
successors and assigns.
10. Amendment of Agreement. This Agreement may not be modified or
amended, except by an instrument in writing signed by the parties hereto.
11. 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.
12. 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 Camco (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.
13. 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.
14. 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 or Delaware law is governing.
-6-
15. Effect of Prior Agreements. This Agreement contains the entire
understanding between the parties hereto and supersedes any prior Employment
Agreement between Camco, or any predecessor of Camco, and the Employee.
IN WITNESS WHEREOF, Camco has caused this Agreement to be executed by
its duly authorized officers, and the Employee has signed this Agreement, all as
of the day and year first above written.
Attest: CAMCO FINANCIAL CORPORATION
/s/ Anita L. Frencik By: /s/ Larry A. Caldwell
Its Assistant Secretary Larry A. Caldwell,
Chairman of the Board
Witness:
/s/ Sharon K. Chorey /s/ Richard C. Baylor
Richard C. Baylor
President & CEO
-8-