THIS EMPLOYMENT
AGREEMENT (hereinafter referred to as this
“Agreement”), is entered into as of this 19th day of
May, 2008 (“Effective Date”) by and between THE HOME
SAVINGS AND LOAN COMPANY OF YOUNGSTOWN, OHIO, an Ohio chartered
stock savings bank (hereinafter referred to as the
“Company”), and JAMES R. RESKE, an individual
(hereinafter referred to as the
“Executive”);
WHEREAS, as a
result of the skill, knowledge and experience of the Executive, the
Board of Directors of the Company desires to retain the services of
the Executive as the Chief Financial Officer and Treasurer of the
Company;
WHEREAS, the
Executive desires to serve as the Chief Financial Officer and
Treasurer of the Company; and
WHEREAS, the
Executive and the Company desire to enter into this Agreement to
set forth the terms and conditions of the employment relationship
between the Company and the Executive;
NOW, THEREFORE, in
consideration of the premises and mutual covenants herein
contained, the Company and the Executive, each party intending to
be legally bound, hereby agree as follows:
(a)
Term . Upon the terms and subject to the conditions of this
Agreement, the Company hereby employs the Executive, and the
Executive hereby accepts employment, as the Chief Financial Officer
and Treasurer of the Company. The term of this Agreement shall
commence on May 19, 2008 and shall end on December 31,
2010, unless extended by the Company, with the consent of the
Executive, as provided in subsection (b) of this
Section 1 (hereinafter referred to, together with such
extensions, as the “Term”).
(b)
Extension . On, or before, each annual anniversary date of
the Effective Date, the Term of Agreement may be extended for up to
an additional one-year period beyond the then effective Term upon a
determination of the Board of Directors that the performance of the
Executive has met the requirements and standards of the Board.
References herein to the Term of this Agreement shall refer both to
the initial term and successive terms. Any such extension shall be
subject to the consent of the Executive.
2. Duties of
the Executive.
(a)
General Duties and Responsibilities . The Executive shall
serve as the Chief Financial Officer and Treasurer of the Company.
Subject to the direction of the Board of Directors of the Company
and such Executive’s manager, the Executive shall perform all
duties
and shall have
all powers that commonly are incident to the office of Chief
Financial Officer and Treasurer or that, consistent therewith, are
delegated to him by the Board of Directors or by the Chief
Executive Officer and/or President of the Company.
(b)
Devotion of Entire Time to the Business of the Company . The
Executive shall devote his entire productive time, ability and
attention during normal business hours throughout the Term to the
faithful performance of his duties under this Agreement. The
Executive shall not directly or indirectly render any services of a
business, commercial or professional nature to any person or
organization other than the Company, United Community Financial
Corp. (hereinafter referred to as the “Holding
Company”), or its subsidiaries without the prior written
consent of the Board of Directors of the Company; provided,
however, that the Executive shall not be precluded from (i)
vacations and other leave time in accordance with Section 3
(d) below, (ii) reasonable participation in community,
civic, charitable or similar organizations, (iii) reasonable
participation in industry-related activities, including, but not
limited to, attending state and national trade association meetings
and serving as an officer, director or trustee of a state or
national trade association or Federal Home Loan Bank,
(iv) serving as an officer or director of the Holding Company
or its subsidiaries and receiving a salary, director’s fees
or other compensation or benefits, as appropriate, or
(v) pursuing personal investments that do not interfere or
conflict with the performance of the Executive’s duties to
the Company.
(c)
Standards . During the Term of this Agreement, the Executive
shall perform his duties in accordance with such reasonable
standards expected of executives with comparable positions in
comparable organizations and as may be established from time to
time by the Board of Directors.
(a) Base
Compensation . The Executive shall receive during the Term
compensation established by the Board of Directors or Compensation
Committee of the Company or the Holding Company, and shall include
a base salary of not less than One Hundred and Eighty Thousand
Dollars ($180,000.00) per year.
(b)
Annual Review . On or about December 31 of each year,
commencing during the year including the Effective Date, the annual
base salary of the Executive shall be reviewed by the Board of
Directors or Compensation Committee of the Company or the Holding
Company and shall be set at an amount not less than One Hundred and
Eighty Thousand Dollars ($180,000.00), based upon the
Executive’s individual performance and such other factors as
the Board of Directors may deem appropriate.
(c)
Executive Benefit Programs . During the Term, the Executive
shall be entitled to participate in all formally established
benefit, bonus, insurance, profit sharing plans, stock benefit
plans and similar programs (hereinafter collectively referred to as
“Benefit Plans”), in accordance with the terms and
conditions of such Benefit Plans that are maintained by the Company
or the Holding Company from time to time and all Executive benefit
plans or programs hereafter adopted in writing by the Board of
Directors of the Company or the Holding Company for which senior
management personnel of the Company are eligible.
Notwithstanding
any statement to the contrary contained elsewhere in this
Agreement, the Company or the Holding Company, as applicable, may
at any time discontinue or terminate any Benefit Plan now existing
or hereafter adopted, to the extent permitted by the terms of such
Benefit Plan, and shall not be required to compensate the Executive
for such discontinuance or termination to the extent such
discontinuance or termination pertains to all employees of the
Company or the Holding Company who are eligible participants at the
time.
(d)
Vacation and Sick Leave . The Executive shall be entitled,
without loss of pay, to be absent voluntarily from the performance
of his duties under this Agreement, in accordance with the policies
periodically established by the Board of Directors of the Company
for senior management officials of the Company. The Executive shall
be entitled to annual sick leave in accordance with the policies
periodically established by the Board of Directors of the Company
for senior management officials of the Company.
(e)
Expenses . The Company shall pay or reimburse the Executive
for reasonable travel, entertainment and miscellaneous expenses
incurred in connection with the performance of his duties under
this Agreement, including participation in industry-related
activities upon furnishing timely documentation to the Company of
such expenses incurred.
4.
Termination of Employment.
(a)
General . The employment of the Executive shall terminate at
any time during the Term: (i) at the option of the Company, upon
the delivery by the Company of written notice of termination to the
Executive with or without “Cause” (as defined
hereinafter), or (ii) at the option of the Executive, upon
delivery by the Executive of written notice of termination to the
Company if the present capacity or circumstances in which the
Executive is employed are materially adversely changed (including,
but not limited to, a material reduction in responsibilities or
authority or the assignment of duties or responsibilities
substantially inconsistent with those normally associated with the
Executive’s position described in Section 2 (a) of
this Agreement, change of title or removal as a director of the
Company or the Holding Company, the requirement that the Executive
regularly perform his principal executive functions more than
thirty-five (35) miles from his primary office as it existed
on the date of this Agreement or the Executive’s benefits
provided under this Agreement are reduced, unless the benefit
reductions are part of a Company-wide reduction. The following
subsections (b), (c), (d) and (e) of this Section 4
shall govern the obligations of the Company to the Executive upon
the occurrence of the events described in such subparagraphs. If
the Executive terminates this Agreement without the written consent
of the Company, other than pursuant to Section 4(a)(ii) of
this Agreement, the Executive shall not receive, and shall have no
right to receive, any compensation or other benefits for any period
after such termination and the Executive shall not engage in the
financial institutions business as a director, officer, Executive
or consultant for any business or enterprise that competes with the
principal business of the Company or the Holding Company or any of
their subsidiaries within any county in which the Company or the
Holding Company has an office for the unexpired Term of this
Agreement. The provisions of this subparagraph 4(a) shall survive
the termination of this Agreement.
(b)
Termination for Cause . In the event that the Company
terminates the employment of the Executive during the Term because
of the Executive’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 or regulation (other than traffic violations or other
minor offenses), or final cease-and-desist order or material breach
of any provision of this Agreement (hereinafter collectively
referred to as “Cause”), the Executive shall not
receive, and shall have no right to receive, any compensation or
other benefits for any period after such termination.
(c)
Termination in Connection with Change of Control . In the
event that the employment of the Executive is terminated by Company
within one (1) year before or after a Change of Control
(hereinafter defined) for any reason other than Cause, death, or
disability, or within one (1) year before or after a Change of
Control the Executive’s employment is terminated at the
Executive’s option as provided in Section 4 (a)
(ii) above, then the following shall occur:
(i) The
Company shall promptly pay to the Executive or to his
beneficiaries, dependents or estate an amount equal to the product
of three (3) multiplied by the Executive’s “base
amount” as defined in Section 280G(b) (3) of the
Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder less one dollar ($1.00) (hereinafter
collectively referred to as
“Section 280G”).
(ii) The
Executive, his dependents, beneficiaries and estate shall: continue
to be covered at the Company’s expense under all health and
welfare benefit plans of the Company in which the Executive was a
participant prior to the effective date of the termination of his
employment as if the Executive were still emplo
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