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Exhibit
10(m)
CHANGE IN CONTROL
AGREEMENT
THIS CHANGE OF CONTROL
AGREEMENT (“Agreement”) is by and between CITY HOLDING
COMPANY (“Employer”), and DAVID BUMGARNER
(“Employee”), recites and provides.
Recitals :
A. Employee is employed by
Employer as Senior Vice President and Controller.
B. Employee is willing to
make his/her services available to Employer on the terms and
subject to the conditions set forth herein.
Agreement :
In consideration of the
mutual covenants contained herein, the parties agree as
follows:
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1. |
Change in Control . In the event of a Change of Control
(as defined herein) of Employer, Employee may voluntarily terminate
employment with Employer until the expiration of the 12 month
period after the Change of Control for “Good Reason”
and be entitled to receive (i) any compensation already due and
earned but not yet paid through the date of termination and (ii) in
lieu of any further salary payments from the date of termination,
an amount equal to Termination Compensation times1.00. Such amounts
will be payable at the times such amounts would have been paid in
accordance with the payroll practices of Employer applicable to its
officers and will be paid out in regular payroll installments over
the course of 12 months. In addition, in the event of a Change of
Control coupled with “Good Reason”, Employee shall be
entitled to receive health insurance coverage from Employer on the
same terms as were in effect immediately prior to Employee’s
termination for a period of 12 months subject to any later changes
in coverage applicable to all employees. |
“Good Reason”
shall mean the occurrence at any time within 12 months after a
Change of Control of any of the following events without
Employee’s express written consent:
(a) the assignment to
Employee of duties substantially inconsistent with the position
held by Employee immediately prior to the Change of
Control;
(b) a reduction by Employer
in Employee’s base salary as then in effect.
(c) an involuntary relocation
of Employee more than 40 miles from the location where Employee
worked immediately prior to the Change of Control;
(d) any purported termination
of the employment of Employee by Employer within 18 months after a
Change of Control without “Just Cause.” “Just
Cause” shall mean termination, for Employee’s personal
dishonesty, gross incompetence, willful misconduct, breach of a
fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or a
final cease-and-desist order, conviction of a felony or of a
misdemeanor involving moral turpitude, unethical business practices
in connection with Employer’s business, or misappropriation
of Employer’s assets or similarly serious violation of policy
of City National Bank or City Holding Company. If the termination
is for “Just Cause”, then no termination compensation
shall be paid. It is expressly understood and agreed that this
provision shall not in any way effect or change the at-will status
of the Employee and this provision shall only be used in
determining whether the Employee qualifies for termination
compensation after a Change in Control as defined
herein.
A “Change of
Control” shall be deemed to have occurred if (i) any person
or group of persons (as defined in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934) together with its affiliates,
excluding CHCO and employee benefit plans of Employer, is or
becomes, directly or indirectly, the “beneficial owner”
(as defined in Rule 13d-3 promulgated under the Securities Exchange
Act of 1934) of securities of Employer representing 25% or more of
the combined voting power of Employer’s then outstanding
securities; or (ii) during the term of this Agreement as a result
of a tender offer or exchange offer for the purchase of securities
of Employer (other than such an offer by Employer for its own
securities), or as a result of a proxy contest, merger,
consolidation or sale of assets, or as a result of any combination
of the foregoing, individuals who at the beginning of any two-year
period during the term of this Agreement constitute
Employer’s Board of Directors, plus new directors whose
election or nomination for election by Employer’s
shareholders is approved by a vote of at least two-thirds of the
directors still in office who were directors at the beginning of
such two-year period, cease for any reason during such two-year
period to constitute at least two-thirds of the members of such
Board of Directors; or (iii) the shareholders of
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Employer approve a merger or
consolidation of Employer with any other corporation or entity
resulting in the other entity being the survivor; or (iv) the
shareholders of Employer approve a plan of complete liquidation or
winding-up of Employer or an agreement for the sale or disposition
by Employer of all or substantially all of Employer’s assets;
or (v) any event which Employer’s Board of Directors
affirmatively determines should constitute a Change of Control.
Notwithstanding anything in this Agreement to the contrary, if (i)
Employee’s employment is terminated prior to a Change of
Control, and (ii) Employee reasonably demonstrates that such
termination (for Good Reason event) was at the request or
suggestion of a third party who had indicated an intention or taken
steps reasonably calculated to effect a Change of Control, and
(iii) such termination of Employee for good reason event occurred
within three (3) months prior to an official 8(K) public
announcement of the Change of Control, then for purposes of this
Agreement, the Employee shall be entitled to the Change of Control
benefits as set forth herein, effective on the date the Change of
Control actually occurs.
“Termination
Compensation” shall mean
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