CHANGE OF CONTROL
AGREEMENT
THIS CHANGE OF
CONTROL AGREEMENT (this “Agreement”) is entered into as
of the ___day of ___, 200_, by and between Camco Financial
Corporation, a Delaware corporation (“Camco”), and
___ (the “Employee”);
WHEREAS, the
Employee has been employed as the ___of Advantage Bank (the
“Bank”), a wholly-owned subsidiary of Camco;
WHEREAS, as a
result of the skill, knowledge and experience of the Employee,
Camco believes it is in the best interest of Camco and its
stockholders to provide the Employee with a sense of security and
fair treatment to encourage the Employee to remain an employee of
Camco;
WHEREAS, Camco and
the Employee desire to enter into this Agreement to set forth their
understanding as to their respective rights and obligations in the
event of the termination of Employee’s employment under the
circumstances set forth in this Agreement.
NOW, THEREFORE, in
consideration of the premises and mutual covenants herein
contained, Camco and the Employee hereby agree as
follows:
1.
Term . The term of this Agreement shall commence on ___,
200_, and shall end December 31, 200_, subject to extension
and to earlier termination as provided herein (the
“Term”). Prior to each anniversary of the date of this
Agreement, the Board of Directors of Camco shall review the
performance of the Employee. In connection with such annual review,
the Term of this Agreement shall be extended for a one-year period
beyond the then-effective expiration date, provided the Board of
Directors of Camco, in its sole discretion, determines in a duly
adopted resolution that this Agreement should be
extended.
2.
Termination of Employment .
(a)
Termination by Camco in Connection with a Change of Control
. In the event that the employment of the Employee is terminated by
Camco, the Bank or their respective successors or assigns, during
the Term for any reason other than Just Cause within six months
prior to a Change of Control (hereinafter defined) or within one
year after a Change of Control, then the following shall
occur:
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(i) Camco
shall promptly pay to the Employee or to his beneficiaries,
dependents or estate an amount equal to ___times the amount of the
Employee’s annual compensation as most recently set prior to
the occurrence of the Change of Control;
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(ii) The
Employer shall pay the premiums required to maintain coverage for
the Employee and his eligible dependents under the health insurance
plan of Camco or the Bank in which the Employee is a participant
immediately prior to the Change of Control in accordance with the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended,
until the earliest of (A) the ___anniversary of the
termination of the Employee’s employment or (B) the date
on which the Employee is included in another employer’s
benefit plans as a full-time employee; and
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(iii) 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 Camco hereunder, except as specifically stated
in subparagraph (b).
For purposes of
this Agreement, the term “Just Cause” means 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.
(b)
Termination by the Employee in Connection with a Change of
Control . The Employee may voluntarily terminate his employment
pursuant to this Agreement within twelve months following a Change
of Control and shall be entitled to compensation as set forth in
Section 2(a) of this Agreement in the event that:
(i) the present
capacity or circumstances in which the Employee is employed
immediately prior to the completion of the Change of Control are
changed, in the opinion of the Employee (including, without
limitation, a reduction in responsibilities or authority or a
reduction in salary);
(ii) 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
(iii) Camco
otherwise breaches this Agreement in any material
respect.
In the event
that payments pursuant to this Section 2 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 (“Section 280G”), such
paymen
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