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.
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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.
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“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
