Exhibit 10.1
FIRST PLACE FINANCIAL
CORP.
AMENDED EMPLOYMENT
AGREEMENT
This AGREEMENT
(“Agreement”) originally effective July 1, 2003,
by and between First Place Financial Corp. (the
“Holding Company”), a corporation organized under the
laws of Delaware, with its principal offices at 185 East Market
Street, Warren, Ohio, and Steven R. Lewis
(“Executive”) is hereby amended effective July 1,
2008. Any reference to “Institution” herein shall mean
First Place Bank or any successor thereto.
WHEREAS, the Holding Company wishes
to assure itself of the services of Executive for the period
provided in this Agreement; and
WHEREAS, the Executive is willing to
serve in the employ of the Holding Company on a full-time basis for
said period.
NOW, THEREFORE, in consideration of
the mutual covenants herein contained, and upon the other terms and
conditions hereinafter provided, the parties hereby agree as
follows:
1. POSITION AND
RESPONSIBILITIES.
During the period of
Executive’s employment hereunder, Executive agrees to serve
as President and Chief Executive Officer of the Holding Company.
The Executive shall render administrative and management services
to the Holding Company such as are customarily performed by persons
in a similar executive capacity. During said period, Executive also
agrees to serve, if elected, as an officer or director of any
subsidiary of the Holding Company.
2. TERMS AND DUTIES.
(a) The period of Executive’s
employment under this Agreement shall be deemed to have commenced
as of July 1, 2008 , and shall continue for a period of
thirty-six (36) full calendar months thereafter. Effective
beginning July 1, 2008, the term of this Agreement shall be
extended for one day each day until such time as the board of
directors of the Holding Company (the “Board”) or
Executive elects not to extend the term of the Agreement by giving
written notice to the other party in accordance with Section 8
of this Agreement, in which case the term of this Agreement shall
be fixed and shall end on the third anniversary of the date of such
written notice.
(b) During the period of
Executive’s employment hereunder, except for periods of
absence occasioned by illness, reasonable vacation periods, and
reasonable leaves of absence, Executive shall devote substantially
all his business time, attention, skill, and efforts to the
faithful performance of his duties hereunder, including activities
and services related to the organization, operation and management
of the Holding Company and its direct or indirect
subsidiaries (“Subsidiaries”) and
participation in community, professional and civic organizations;
provided, however, that, with the approval of the Board, as
evidenced by a resolution of such Board, from time to time,
Executive may serve, or continue to serve, on the boards of
directors of, and hold any other offices or positions in, companies
or organizations, which, in such Board’s judgment, will not
present any conflict of interest with the Holding Company or its
Subsidiaries, or materially affect the performance of
Executive’s duties pursuant to this Agreement.
(c) Notwithstanding anything herein
contained to the contrary, Executive’s employment with the
Holding Company may be terminated by the Holding Company or
Executive during the term of this Agreement, subject to the terms
and conditions of this Agreement. However, Executive shall not
perform, in any respect, directly or indirectly, during the
pendency of his temporary or permanent suspension or termination
from the Institution, duties and responsibilities formerly
performed at the Institution as part of his duties and
responsibilities as President and Chief Executive Officer of the
Holding Company.
3. COMPENSATION AND
REIMBURSEMENT.
(a) The Executive shall be entitled
to a salary from the Holding Company or its Subsidiaries in an
amount not less than the Base Salary in effect on the date of
signing this Agreement (“Base Salary”). Base Salary
shall include any amounts of compensation deferred by Executive
under any qualified or unqualified plan maintained by the Holding
Company and its Subsidiaries. Such Base Salary shall be payable
bi-weekly. During the period of this Agreement, Executive’s
Base Salary shall be reviewed at least annually. Such review shall
be conducted by the Board or by a Committee of the Board delegated
such responsibility by the Board on such dates as shall be
established by the Board or by the Committee. The Committee or the
Board may increase Executive’s Base Salary. Any increase in
Base Salary shall become the “Base Salary” for purposes
of this Agreement. In addition to the Base Salary provided in this
Section 3(a), the Holding Company shall also provide
Executive, at no premium cost to Executive, with all such other
benefits as provided uniformly to permanent full-time employees of
the Holding Company and its Subsidiaries.
(b) The Executive shall be entitled
to participate in any employee benefit plans, arrangements and
perquisites substantially equivalent to those in which Executive
was participating or otherwise deriving benefit from immediately
prior to the beginning of the term of this Agreement, and the
Holding Company and its Subsidiaries will not, without
Executive’s prior written consent, make any changes in such
plans, arrangements or perquisites which would materially adversely
affect Executive’s rights or benefits thereunder, except to
the extent that such changes are made applicable to all Holding
Company and Institution employees eligible to participate in such
plans, arrangements and perquisites on a non-discriminatory basis.
Without limiting the generality of the foregoing provisions of this
Subsection (b), Executive shall be entitled to participate in or
receive benefits under any employee benefit plans including, but
not limited to, retirement plans, supplemental retirement plans,
pension plans, profit-sharing plans, health-and-accident plans,
medical coverage or any other employee benefit plan or arrangement
made available by the Holding Company and its Subsidiaries in the
future to its senior executives and key management employees,
subject to and on a basis consistent with the terms,
conditions
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and overall administration of such plans and
arrangements. Executive shall be entitled to incentive compensation
and bonuses as provided in any plan of the Holding Company and its
Subsidiaries in which Executive is eligible to participate. Nothing
paid to the Executive under any such plan or arrangement will be
deemed to be in lieu of other compensation to which the Executive
is entitled under this Agreement.
(c) In addition to the Base Salary
provided for by paragraph (a) of this Section 3 and other
compensation provided for by paragraph (b) of this
Section 3, the Holding Company shall pay or reimburse
Executive for all reasonable travel and other reasonable expenses
incurred in the performance of Executive’s obligations under
this Agreement and may provide such additional compensation in such
form and such amounts as the Board may from time to time
determine.
4. PAYMENTS TO EXECUTIVE UPON AN
EVENT OF TERMINATION.
(a) Upon the occurrence of an Event
of Termination (as herein defined) during the Executive’s
term of employment under this Agreement, the provisions of this
Section shall apply. As used in this Agreement, an “Event of
Termination” shall mean and include any one or more of the
following: (i) the termination by the Holding Company of
Executive’s full-time employment hereunder for any reason
other than a termination governed by Section 5(a) hereof, or
Termination for Cause, as defined in Section 7 hereof;
(ii) Executive’s resignation from the Holding
Company’s employ upon (A) any failure to elect or
reelect or to appoint or reappoint Executive as President and Chief
Executive Officer, unless consented to by the Executive, (B) a
material change in Executive’s function, duties, or
responsibilities with the Holding Company or its Subsidiaries,
which change would cause Executive’s position to become one
of lesser responsibility, importance, or scope from the position
and attributes thereof described in Section 1, above, unless
consented to by the Executive, (C) a relocation of
Executive’s principal place of employment by more than 50
miles from its location at the effective date of this Agreement,
unless consented to by the Executive, (D) a material reduction
in the benefits and perquisites to the Executive from those being
provided as of the effective date of this Agreement, unless
consented to by the Executive, (E) a liquidation or
dissolution of the Holding Company or the Institution, or
(F) breach of this Agreement by the Holding Company. Upon the
occurrence of any event described in clauses (A), (B), (C), (D),
(E) or (F), above, Executive shall have the right to elect to
terminate his employment under this Agreement by resignation upon
not less than sixty (60) days prior written notice. Such
election to terminate shall be deemed to be an involuntary
termination provided that (i) the Executive provides notice to
the Holding Company of the existence of one of the conditions
described above within ninety days of the initial existence of the
condition and the Holding Company shall be provided with a period
of thirty days during which it may remedy the condition and not pay
the payment provided in part (b) below or provide the coverage
provided in part (c) below, and (ii) the Date of
Termination is within two years of the initial existence of the
condition.
(b) Upon the occurrence of an Event
of Termination, on the Date of Termination, as defined in
Section 8, the Holding Company shall be obligated to pay
Executive, or, in the event of his subsequent death, his
beneficiary or beneficiaries, or his estate, as the case may be, a
sum
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equal to the sum of: (i) the amount of the
remaining payments that the Executive would have earned if he had
continued his employment with the Holding Company and the
Institution during the remaining term of this Agreement at the
Executive’s Base Salary at the Date of Termination; and
(ii) the amount equal to the annual contributions that would
have been made on Executive’s behalf to any employee benefit
plans of the Institution or the Holding Company during the
remaining term of this Agreement based on contributions made (on an
annualized basis) at the Date of Termination. Such payments shall
be made in a lump sum (i) on the first payroll pay date
following Executive’s Date of Termination, or (ii) on
the first payroll pay date following the date that is six months
after the Date of Termination if, on the Date of Termination,
Executive is a Specified Employee as defined in Internal Revenue
Code Section 409A, and such Code Section and the associated
regulations so require. Such payments shall not be reduced in the
event the Executive obtains other employment following termination
of employment.
(c) Upon the occurrence of an Event
of Termination, the Holding Company will cause to be continued
life, medical and dental coverage substantially equivalent to the
coverage maintained by the Holding Company or its Subsidiaries for
Executive prior to his termination at no premium cost to the
Executive. Such coverage shall cease upon the expiration of the
remaining term of this Agreement.
5. CHANGE IN CONTROL.
(a) For purposes of this Agreement,
a “Change in Control” of the Holding Company or the
Institution shall mean an event of a nature that: (i) would be
required to be reported in response to Item 1 of the current
report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”); or (ii) results in a
Change in Control of the Institution or the Holding Company within
the meaning of the Home Owners’ Loan Act of 1933, as amended,
the Federal Deposit Insurance Act, and the Rules and Regulations
promulgated by the Office of Thrift Supervision (“OTS”)
(or its predecessor agency), as in effect on the date hereof
(provided, that in applying the definition of change in control as
set forth under the rules and regulations of the OTS, the Board
shall substitute its judgment for that of the OTS); or
(iii) without limitation such a Change in Control shall be
deemed to have occurred at such time as (A) any
“person” (as the term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of voting securities of the Institution or
the Holding Company representing 50% or more of the
Institution’s or the Holding Company’s outstanding
voting securities or right to acquire such securities except for
any voting securities of the Institution purchased by the Holding
Company and any voting securities purchased by any employee benefit
plan of the Holding Company or its Subsidiaries, or
(B) individuals who constitute the Board on the date hereof
(the “Incumbent Board”) cease for any reason to
constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date hereof whose election
was approved by a vote of at least three-quarters of the directors
comprising the Incumbent Board, or whose nomination for election by
the Holding Company’s stockholders was approved by a
Nominating Committee solely composed of members which are Incumbent
Board members, shall be, for purposes of this clause (B),
considered as though he were a member of the Incumbent Board, or
(C) a plan of reorganization, merger, consolidation, sale of
all or substantially all the assets of the Institution or the
Holding
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Company or similar transaction occurs or is
effectuated in which the Institution or Holding Company is not
the
