Exhibit 10(p)
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT
(“Agreement”) dated March 14, 2002, by and between
CITY HOLDING COMPANY, a West Virginia corporation
(“Employer”), and JOHN W. ALDERMAN, III
(“Employee”) recites and provides:
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A.
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Employee has
heretofore been employed and rendered services to Employer as Chief
Legal Officer and Senior Vice President;
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B.
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Employer and
Employee desire to replace the Executive Employment Agreement,
dated April 23, 1997, with this Agreement;
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C.
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Employer
considers the continued availability of Employee’s services
to be important to the management and conduct of Employer’s
business and desires to secure for itself the continued
availability of Employee’s services; and
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D.
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Employee is
willing to make his services available to Employer on the terms and
subject to the conditions set forth herein.
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NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the parties hereto agree as
follows:
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1.
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Employment . Employee is employed as Chief Legal Officer
and Senior Vice President of Employer. Employee shall have such
duties and responsibilities as are commensurate with such
positions. Employee hereby accepts and agrees to such employment,
subject to the general supervision and pursuant to the orders,
advice, and direction of Employer and its Board of Directors.
Employee shall report to and be under the supervision of the 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 additionally render such other services
and duties as may be reasonably assigned to him from time to time
by Employer, consistent with his positions.
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2.
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Term of
Employment . The term
of this Agreement shall commence from and after the date hereof,
and shall terminate on the day next preceding the second
anniversary of the date hereof unless extended as provided herein.
On each monthly anniversary date starting the first month after the
date hereof, this Agreement will be automatically extended for an
additional month; provided, however, that on any one month
anniversary date 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 no further automatic extensions will
occur. Notwithstanding the foregoing, this Agreement will not be
extended beyond the first day of the month coincident with or next
following the date on which Employee attains age 65. The term of
this Agreement as may be extended pursuant to this Section 2,
or, as may be shortened in accordance with Section 5 or 6
hereof, is hereinafter referred to as the
“Term.”
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a.
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For all
services rendered by Employee to Employer under this Agreement,
Employer shall pay to Employee, for the one-year period beginning
on the date hereof, a minimum annual salary at a rate not less that
$164,000, payable in accordance with the payroll practices of
Employer applicable to all officers.
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b.
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Employee shall
participate in such incentive plans of Employer for which he may
become eligible and designated a participant, as such plans may be
modified from time to time.
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c.
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After the first
year following the date hereof, any salary increase payable to
Employee shall be determined in accordance with Employer’s
annual salary plan, and be based on Employer’s performance
and the performance of Employee.
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d.
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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 Employee’s
base salary times 2.5, but not to exceed $500,000.
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e.
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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
available to other retired employees.
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f.
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For so long as
Employee is employed by Employer, Employer shall pay
Employee’s reasonable country club dues and
expenses.
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g.
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For so long as
Employee is employed by Employer, Employer shall pay
Employee’s reasonable civic club dues.
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h.
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For so long as
Employee is employed by Employer, Employer will pay 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.
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4.
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Covenants
of Employee .
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a.
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Subject to the
limitations provided in Section 4(c), upon termination of
Employee’s employment prior to the expiration of the Term,
Employee will not directly or indirectly, either as a principal,
agent, employee, employer, stockholder, co-partner or in any other
individual or representative capacity whatsoever, be engaged as a
legal officer in the
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banking and financial services
business, which includes consumer, savings, commercial banking and
the insurance and trust businesses, or the savings and loan or
mortgage banking business, or any other business in which the
Employer or its Affiliates are engaged, anywhere in the state of
West Virginia and in any county outside of West Virginia contiguous
to West Virginia, 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 their employment with Employer or its
Affiliates. 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.
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b.
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If
Employee’s employment is terminated by Employer or its
Affiliates for Just Cause (as defined in Section 6(b) herein),
Employee will not be subject to the provisions of
Section 4(a).
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c.
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If
Employee’s employment is terminated by Employer or its
Affiliates for reasons other than Just Cause (as defined in
Section 6(b) herein) at any time, Employee will be subject to
the provisions of Section 4(a) until the earlier of:
(i) the first anniversary of Employee’s termination or
(ii) the date as of which Employee elects to forego any
further compensation under Section 6(c).
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d.
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Notwithstanding
any other provision of this Agreement to the contrary, if Employee
voluntarily terminates his employment with Employer or its
Affiliates in accordance with Section 6(d), Employee will not
be subject to the provisions of Section 4(a).
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e.
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During the Term
of Employee’s employment hereunder and thereafter, 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.
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f.
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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. Employee further acknowledges
that damages at law would not be a measurable or adequate remedy
for breach of the covenants contained in
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this Section 4 and,
accordingly, Employee agrees to submit to the equitable
jurisdiction of any court of competent jurisdiction in connection
with any action to enjoin Employee from violating any such
covenants.
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5.
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Disability . If, any reason of physical or mental
disability during the term hereof, Employee is unable to carry out
the essential functions of his employment hereunder for 12
consecutive months, his services hereunder may be terminated by
action of the Board of Directors of Employer 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 disability and while
such disability continues. If, prior to the expiration of the one
month period after the giving of such notice, Employee shall
recover from such 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 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
disability, Employee shall continue to earn all compensation
(including bonuses and incentive compensation) to which
Emplo
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