EXHIBIT
10.1
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT
(“Agreement”) is effective as of July 25, 2007, and is
among CITY HOLDING COMPANY, a West Virginia corporation (the
“Company”), CITY NATIONAL BANK OF WEST VIRGINIA, a
national banking association (“City National”),
and John W. Alderman III (“Employee”). The Company and
City National are referred to collectively herein as the
“Employer.”
Recitals:
A. The Company and City National desire to
employ Employee as its Senior Vice-President & Chief Legal
Officer.
B. This employment agreement replaces and
supersedes the Employment Agreement entered into between the
Employer and Employee on March 14, 2002 and all former employment
agreements between the Employer and Employee. The Employment
Agreement dated March 14, 2002 terminated on March 14,
2007.
C. Employee is willing to make his services
available to Employer on the terms and subject to the conditions
set forth herein.
NOW, THEREFORE, in consideration of the mutual
covenants and promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
Agreement:
1.
Employment
. Employee is employed as Senior
Vice-President and Chief Legal Officer of the Company and City
National. Employee shall have such duties and responsibilities as
are commensurate with such positions. Employee accepts and agrees
to such employment, subject to the general supervision and pursuant
to the orders, advice and direction of Employer and its Boards of
Directors. Employee shall report to and be under the supervision of
the President or Chief Executive Officer. Employee shall perform
such duties as are customarily performed by one holding such
positions in other same or similar businesses or enterprises as
that engaged in by Employer and shall also render such other
services and duties as may be reasonably assigned to him from time
to time by Employer, consistent with his positions.
2.
Term of Employment
. The term of this Agreement shall
commence on July 25, 2007 and shall terminate on July 31,
2009, unless extended. On each monthly anniversary date following
July 31, 2007, this Agreement will be automatically extended for an
additional month; provided, however, that on any one month
anniversary date following July 31, 2007 either Employer
or Employee may serve notice to the other party to fix the term to
a definite two year period from the date of such notice and, in
such event, no further automatic extensions will occur. The term of
this Agreement as it may be extended pursuant to this Section 2, or
as it may be shortened in accordance with Section 5 or Section 6,
is referred to as the “Term.”
(a) For all services rendered by Employee to
Employer under this Agreement, Employer shall pay to Employee a
minimum annual salary at a rate not less than $170,000 or as it has
been periodically adjusted, payable in accordance with the payroll
practices of Employer applicable to its officers. The Company
and/or City National may make such payments as well as any other
payments provided for in this Agreement but, regardless of who is
the payor, both the Company and City National shall be jointly and
severally liable for such payments.
(b) Employee shall have the right to participate in
the incentive plans of Employer for which he may become eligible
and designated a participant, including but not limited to any
equity based compensation plans and future incentive plans adopted
by the Employer during the Term.
(c) Except as otherwise specifically provided
herein, for so long as Employee is employed by Employer, Employee
also shall be paid, on the same basis as other officers of
Employer, employee pension and welfare benefits and group employee
benefits such as sick leave, vacation, group disability and health,
life, and accident insurance and similar indirect compensation
which Employer may from time to time extend to its officers;
provided that Employee shall receive term life insurance coverage
in an amount not less than two (2) times his base salary as then in
effect. For purposes of clarification, under Employer’s
existing policies Employee shall be entitled to up to eight weeks
of vacation each year. Unused vacation pay shall not carry over to
succeeding years.
(d) If during the Term of the Agreement Employee
becomes eligible for retirement under Employer's retirement plans
and he retires, Employee may elect to continue receiving the health
insurance coverage provided to Employee prior to retirement at a
comparable rate and benefit available to other retired employees
(or, if no such benefit is then made available to other retired
employees, at the rate and benefit available to Employee at the
time of retirement).
(e) For so long as Employee is employed by Employer,
Employer shall pay Employee's reasonable legal bar dues, bar
association dues and reasonable costs of continuing legal education
programs for Employee, and provide necessary legal books and
similar materials to enable Employee to carry out his duties as
Chief Legal Officer.
4.
Covenants of Employee
.
(a) Subject to the limitations provided in
Subsections 4(b), 4(c), 4(d), and 4(e) (whichever may be
applicable), upon termination of Employee's employment, Employee
will not, directly or indirectly, either as a principal, executive
officer, employer, stockholder, co-partner or in any other
individual or representative capacity whatsoever, engage in the
consumer, savings or commercial banking business, the savings and
loan business, or the mortgage banking business in any county of
any state in which the Company or City National Bank maintains
offices immediately prior to the termination of employment, as well
as the counties of Kanawha, Putnam, Jackson, Cabell, Wayne, Mason,
Lincoln, Doddridge, Marion, Raleigh, Summers, Fayette, Greenbrier,
Nicholas, Braxton, Lewis, Monroe, Pocahontas, Mercer, Wood,
Harrison, Jefferson, Berkeley, Morgan, Hampshire in West Virginia
or the counties of Boyd, Carter, Greenup or Johnson in Kentucky, or
the counties of Lawrence or Scioto in Ohio, nor will Employee
solicit, or assist any other person in so soliciting, any
depositors or customers of Employer or its Affiliates or induce any
then or former employee of Employer or its Affiliates to terminate
his or her employment with Employer or its Affiliates; provided,
however, that nothing herein contained shall be deemed to prevent
or limit the right of Employee to invest in a business similar to
Employer's business if such investment is limited to less than one
percent of the capital stock or other securities of any corporation
or similar organization whose stock or securities are publicly
owned or are regularly traded on any public exchange. The term
“Affiliate” as used in this Agreement means a Person
that directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with,
another Person. The term “Person” as used in this
Agreement means any person, partnership, corporation, group or
other entity. Notwithstanding the foregoing, Employee may engage in
the general practice of law, and such practice of law shall not be
considered a violation hereof, even if Employee represents
financial institutions as a third party attorney.
(b) Except as provided in Section 4(e) hereof, if
Employee voluntarily terminates his employment with Employer,
Employee will be subject to the provisions of Subsection 4(a) for a
period of 24 months following the date of termination of employment
of Employee.
(c) If Employee's employment is terminated by
Employer for Just Cause (as defined in Subsection 6(b)), Employee
will be subject to the provisions of Subsection 4(a) for a period
of 24 months following the date of termination of Employee’s
employment.
(d) If Employee's employment is terminated by
Employer for reasons other than Just Cause (as defined In
Subsection 6(b)) at any time, Employee will not be subject to the
provisions of Subsection 4(a), provided, however, that for 24
months after termination, Employee shall not solicit or assist
another person in soliciting, any depositor or customer of Employer
or its Affiliates or induce any then or former employee to
terminate his or her employment with Employer or its
Affiliates.
(e) Notwithstanding any other provision of this
Agreement to the contrary, if Employee voluntarily terminates his
employment with Employer in accordance with Subsection 6(e),
Employee will not be subject to Subsection 4(a), provided, however,
that for 24 months after termination, Employee shall not solicit or
assist another person in soliciting, any depositor or customer of
Employer or its Affiliates or induce any then or former employee to
terminate his or her employment with Employer or its
Affiliates.
(f) During the Term of Employee's employment
hereunder and thereafterfor a period of 24 months, and except as
required by any court, supervisory authority or administrative
agency or as may be otherwise required by applicable law, Employee
shall not, without the written consent of the Board of Directors of
Employer or a person authorized thereby, disclose to any person,
other than an employee of Employer or an Affiliate thereof or a
person to whom disclosure is reasonably necessary or appropriate in
connection with the performance by Employee of his duties as an
employee of Employer or an Affiliate, any confidential information
obtained by him while in the employ of Employer, unless such
information has become a matter of public knowledge at the time of
such disclosure.
(g) The covenants contained in this Section 4 shall
be construed and interpreted in any judicial proceeding to permit
their enforcement to the maximum extent permitted by law. Employee
agrees that the restraints imposed herein are necessary for the
reasonable and proper protection of Employer and its Affiliates and
that each and every one of the restraints is reasonable in respect
to such matter, length of time and the area proscribed. Employee
further acknowledges that damages at law would not be a measurable
or adequate remedy for breach of the covenants contained in this
Section 4 and, accordingly, Employee agrees to submit to the
equitable jurisdiction of any court of competent jurisdiction in
Charleston, West Virginia in connection with any action to enjoin
Employee from violating any such covenants.
If, by reason of Total and Permanent Disability
(as defined below) during the Term, Employee is unable to carry out
the essential functions of his employment for 12 consecutive
months, his services may be terminated by the Board of Directors
determining so to do upon one month's notice to be given to
Employee at any time after the period of 12 continuous months of
Total and Permanent Disability and while such Total and Permanent
Disability continues. If, prior to the expiration of the one month
period after the giving of such notice, Employee shall recover from
such Total and Permanent Disability and return to the full-time
active discharge of his duties, then such notice shall be of no
further force and effect and Employee's employment shall continue
as if the same had been uninterrupted. If Employee shall not so
recover from his Total and Permanent Disability and return to his
duties, then his services shall terminate at the expiration date of
such one month's notice with the same force and effect as if that
date had been the date of termination originally provided for
hereunder. During the first 12 months of the period of Employee's
Total and Permanent Disability, Employee shall continue to earn all
compensation (including bonuses and incentive compensation) to
which Employee would have been entitled as if he had not been
Totally and Permanently Disabled, such compensation to be paid at
the time, in the amounts, and in the manner provided in Subsection
3(a), and to be reduced by the amount of any compensation received
pursuant to any applicable disability insurance plan of Employer.
Thereafter, Employee shall receive compensation to which he is
entitled under any applicable disability insurance plan. If a
dispute arises between Employee and Employer concerning Employee's
physical or mental ability to continue or return to the performance
of his duties as aforesaid, Employee shall submit to examination by
a competent physician mutually agreeable to the parties, and his
opinion as to Employee's capability to so perform will be final and
binding. Upon termination of Employee's services by reason of Total
and Permanent Disability, the Term shall end. For purposes of this
Agreement, “Total and Permanent Disability” means the
Employee: (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical
o
|
