Exhibit 10.1
FIRST PLACE FINANCIAL
CORP.
EMPLOYMENT
AGREEMENT
This AGREEMENT
(“Agreement”) is made effective as of 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”).
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, 2003 , and shall continue for a period of
thirty-six (36) full calendar months thereafter. Effective
beginning July 1, 2003, 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 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
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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 given within six
full calendar months after the event giving rise to said right to
elect.
(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 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. At the election of the Holding Company, such payments
shall be made in a lump sum as of the Executive’s Date of
Termination or on a monthly basis in approximately
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equal installments during the remaining term of
the Agreement. 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
25% 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
Company or similar transaction occurs or is effectuated in which
the Institution or Holding Company is not the resulting entity;
provided, however, that such an event listed above will be deemed
to have occurred or to have been effectuated upon the receipt of
all required federal regulatory approvals not including the lapse
of any statutory waiting periods, or (D) a proxy statement has been
distributed soliciting proxies from stockholders of the Holding
Company, by someone other than the current management of the
Holding Company, seeking stockholder
