EXHIBIT 10(b)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into this 1st day of July 1999,
between OAK HILL FINANCIAL, INC., an Ohio corporation ("Employer"), and
Ronald J. Copher ("Employee").
Recitals:
Employer is a corporation chartered under the laws of Ohio. Employee
and Employer desire to enter into an employment relationship in accordance with
the terms of this Agreement.
Agreement:
In consideration of the foregoing Recitals and the mutual promises set
forth below, Employer and Employee hereby agree as follows:
1. Employment. Effective as July 1, 1999, Employer shall
employ Employee upon and subject to the terms and conditions contained
in this Agreement.
2. Term. Unless earlier terminated in accordance with Section 8 below,
the term of Employee's employment under this Agreement shall be for a period of
three (3) years, commencing on July 1, 1999 (collectively, the "Initial Term"
and, individually, an "Initial Employment Year"). The Initial Term may be
extended by the mutual, written agreement of the parties. If Employee continues
to be employed by Employer following the end of the Initial Term without a
written extension of this Agreement specifying a definite term for such
extension, such employment shall be on an "at will" basis, and may be terminated
by Employer at any time, without cause or notice. All of the terms and
conditions contained in this Agreement shall continue to apply during any such
extension or continuation of employment.
3. Duties. Employer shall employ Employee as Chief Financial Officer of
Oak Hill Financial, Inc. and Executive Vice President of Oak Hill Banks. He
shall report directly to the President and Chief Executive Officer of Employer.
He shall have such duties and responsibilities as are normally associated with
his position, and shall have such specific and additional duties and
responsibilities as may be assigned to him from time to time by the President.
During the term of his employment under this Agreement, Employee shall devote
his full business time and efforts to the performance of his duties under this
Agreement and shall not, without the express written consent of the President of
Employer, participate in any other business activities, except for: (i) personal
investments that do not interfere with his duties and responsibilities under
this Agreement, (ii) vacations, (iii) other leave time in accordance with the
policies and practices of Employer; and (iv) reasonable participation in
community, civic, charitable, trade or similar organizations. Employee shall,
upon the request of Employer, serve as an officer of affiliates of Employer.
4. Compensation. Employer agrees to pay to the Employee and
the Employee agrees to accept the following amounts as compensation in full
for his services in any capacity hereunder, including services as an officer,
member of any committee or in the performance of other like duties assigned to
him by the President of Employer:
(a) Base Salary. During the employment period, Employer shall pay to
the Employee a base annual salary in the amount of One Hundred Fifteen Thousand
Dollars ($115,000.00), payable in installments in accordance with the standard
payroll practices of the Employer as in effect from time to time (the "Minimum
Annual Base Salary"). The annual compensation of the Employee may be reviewed in
good faith by both parties during the Initial Term and the renewal terms and may
be increased by mutual consent, but in no event shall the annual base salary be
less than the Minimum Annual Base Salary described above.
(b) Bonus Compensation and Stock Options. The Employee shall be
immediately eligible to participate in Employer's 1999 bonus compensation
program. The Employee also shall be immediately eligible to participate in the
Employer's 1995 Stock Option Plan (the "Option Plan") as amended. The Employee
shall also receive on July 1, 1999, options to purchase 15,000 shares of the
Employer's common stock at the then-prevailing market price in accordance with
and subject to the terms of the Option Plan (the "Sign-on Options"). Of the
total options, 5,000 shares shall vest on July 1, 1999. So long as Employee
remains employed by Employer, the remaining Sign-on Options shall vest on each
of the two anniversaries of this Agreement at the rate of 5,000 shares per
annum. Such option shares shall be subject to adjustment to reflect dividends
and stock splits that are effectuated in the form of a stock dividend.
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5. Fringe Benefits. Employer shall reimburse Employee for all
reasonable and necessary business expenses incurred by him in connection with
the performance of his duties under this Agreement. Such expenses shall
specifically include, but not to be limited to, business development expenses
and mileage on his personal vehicle when used for business purposes, in
accordance with Employer's standard practices and procedures, as the same may be
modified from time to time. Employee shall also be entitled to participate in
all group insurance and other benefit plans and programs made available by
Employer to its employees generally, to the extent commensurate with his
position with Employer. All amounts payable to Employee hereunder will be paid
in accordance with Employer's standard procedures, and shall be subject to all
applicable federal, state, and local withholding requirements. Employee shall be
entitled to two weeks vacation in calendar year 1999 and to four weeks vacation
in each Initial Employment Year thereafter.
6. Confidentiality. Except in the ordinary course of his employment
with Employer, or with the express consent of Employer, Employee shall not at
any time, whether during or at any time after the term of his employment with
Employer, in any fashion, form, or manner, either directly or indirectly,
divulge, disclose, or communicate to any person, firm, or corporation, any
confidential and material information concerning the business of Employer or its
affiliated corporations, nor any trade secrets of Employer, which shall be
deemed to include, but not be limited to, any and all activities of Employee in
connection with the business of Employer.
7. Noncompetition. If, prior to the third anniversary of the date
hereof, Employee voluntarily terminates his employment with Employer or Employer
terminates the employment of Employee with or without cause, or if, on or at any
time after the third anniversary of the date hereof, the employment of Employee
with Employer is terminated for any reason, then, in any such case, during the
period of one year following the date of such termination, Employee will not (i)
solicit any business from any person who or entity which is a customer of
Employer at the time of such termination or was a customer of Employer at any
time within one year prior to such termination, (ii) induce or attempt to induce
any such customer of Employer to terminate any business with Employer, or (iii)
induce or attempt to induce any employee of Employer to terminate his or her
employment with Employer.
8. Termination.
(a) Employee's employment under this Agreement shall terminate
automatically upon Employee's death or disability. For purposes of this
Agreement, Employee shall be deemed to be disabled if, by reason of injury or
illness (mental or physical), he has been or will be unable to perform his
duties under this Agreement for a continuous period of 120 days or for an
aggregate of 180 days in any 365-day period.
(b) Employer may, at its option, terminate Employee's
employment under this Agreement immediately, without notice to Employee, upon
the happening of any of the following events, any of which shall constitute a
termination "for cause" for purposes of this Agreement:
(i) any material breach of this Agreement by Employee;
(ii) any act of fraud, embezzlement, or other willful
misconduct by Employee in relation to the business or affairs of
Employer or gross negligence by Employee in the performance of his
duties hereunder; or
(iii) any other illegal (other than traffic violations
or similar minor offenses) conduct on the part of Employee.
(c) Employee may terminate his employment under this Agreement
at any time upon 60 days written notice to Employer.
9. Effect of Termination by Employer Without Cause. If, prior to the
end of the Initial Term, Employer terminates the employment of Employee without
cause (as defined in Section 8 above), Employer will pay to such Employee the
sum equal to the total of the unpaid salary installment payments remaining to be
paid during the Initial Term, which will be payable in equal monthly
installments commencing on the date of such termination and continuing monthly
thereafter until the end of the Initial Term, and Employer will provide to the
Employee at Employer's expense for the remainder of the Initial Term, health,
life, disability and other benefits substantially equal to those provided to the
Employee at termination. Such payments and benefits shall be in lieu of any
other severance or compensation that might otherwise be payable to such Employee
under this Agreement or otherwise. The Employee shall not be required to
mitigate the amount of any payment provided for in this Section 9 by seeking
other employment or otherwise.
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10. Nonassignability. Neither party may assign this Agreement to
a third party without the written consent of the other party; provided,
however, that Employer may assign this Agreement without the consent of Employee
to any affiliate of Employer.
11. Agreement Complete; Amendments. This instrument contains the
entire agreement of the parties with respect to the subject matter hereof. It
may not be amended, supplemented, or otherwise modified, except by an agreement
in writing, signed by the party against whom enforcement of the amendment,
supplement, or other modification is sought.
12. Applicable Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
Employer:
OAK HILL FINANCIAL, INC.
By: /s/ John D. Kidd
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John D Kidd, President
Employee:
/s/ Ronald J. Copher
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Ronald J. Copher
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