EXHIBIT
10.3
EMPLOYMENT AGREEMENT
THIS AGREEMENT entered into this
25 th day of April, 2005,
(“Effective Date”), by and between THE KILLBUCK SAVINGS
BANK COMPANY and DIANE S. KNOWLES (the
“Employee”).
WHEREAS, the Employee has heretofore
been employed by The Killbuck Savings Bank Company as Chief
Financial Officer and is experienced in all phases of the business
of The Killbuck Savings Bank Company; and
WHEREAS, the parties desire by this
agreement to set forth the continuing employment relationship of
The Killbuck Savings Bank Company and the Employee.
NOW, THEREFORE, it is AGREED as
follows:
1. Employment . The Employee
is employed in the capacity as the Chief Financial Officer of The
Killbuck Savings Bank Company. The Employee shall render such
administrative and management services to The Killbuck Savings Bank
Company as are currently rendered and as are customarily performed
by persons situated in a similar executive capacity. The Employee
shall promote the business of The Killbuck Savings Bank Company.
The Employee’s other duties shall be such as the Board of
Directors for The Killbuck Savings Bank Company may from time to
time reasonably direct, including normal duties as an officer of
The Killbuck Savings Bank Company.
2. Base Compensation . The
Killbuck Savings Bank Company agrees to pay the Employee during the
Term of this Agreement (as hereinafter defined at Section 5) a
salary at the rate of at least $105,000.00 per annum, payable in
cash not less frequently than monthly; provided, that the rate of
such salary shall be reviewed by the Board of Directors not less
often than annually, and Employee shall be entitled to receive
annually an adjustment at such percentage or in such an amount as
the Board of Directors in its sole discretion may decide at such
time.
3. Discretionary Bonus . The
Employee shall be entitled to participate in an equitable manner
with all other senior management employees of The Killbuck Savings
Bank Company in discretionary bonuses that may be authorized and
declared by the Board of Directors to its senior management
employees from time to time. No other compensation provided for in
this Agreement shall be deemed a substitute for the
Employee’s right to participate in such discretionary bonuses
when and as declared by the Board of Directors.
4. (a) Participation in
Retirement and Medical Plans . The Employee shall be entitled
to participate in any plan of The Killbuck Savings Bank Company
relating to pension, profit-sharing, or other retirement benefits
and medical coverage or reimbursement plans that The Killbuck
Savings Bank Company may adopt for the benefit of its employees.
Additionally, Employee’s dependent family shall be eligible
to participate in medical and dental insurance plans sponsored by
The Killbuck Savings Bank Company with the cost of such premiums
paid by The Killbuck Savings Bank Company.
(b) Employee Benefits;
Expenses . The Employee shall be eligible to participate in any
fringe benefits which may be or may become applicable to The
Killbuck Savings Bank Company’s senior management employees,
including by example, participation in any stock option or
incentive plans adopted by the Board of Directors of The Killbuck
Savings Bank Company and any other benefits which are commensurate
with the responsibilities and functions to be performed by the
Employee under this Agreement. The Killbuck Savings Bank Company
shall reimburse Employee for all reasonable out-of-pocket expenses
which Employee shall incur in connection with her service for The
Killbuck Savings Bank Company.
5. Term . The term of
employment of Employee under this Agreement shall be for the period
commencing on the Effective Date and ending one year thereafter.
Additionally, on, or before, each annual anniversary date from the
Effective Date, the term of employment under this Agreement shall
be extended for up to an additional one year period beyond the then
effective expiration date upon a determination and resolution of
the Board of Directors that the performance of the Employee has met
the requirements and standards of the Board, and that the Terms of
such Agreement shall be extended. If at any time during the
original term of this Agreement, or any extension thereof,
discussions or negotiations take place which, if concluded by
agreement, would result in a change in control as defined in
paragraph 12, the determination and resolution referred to above
shall not be required, and this Agreement shall be deemed extended
for a period of one (1) year beyond the then effective
expiration date. Such extension shall occur whether or not such
discussions or negotiations actually resulted in an
agreement.
6. Loyalty; Noncompetition
.
(a) The Employee shall devote her
full time and attention to the performance of her employment under
this Agreement. During the term of Employee’s employment
under this Agreement, the Employee shall not engage in any business
or activity contrary to the business affairs or interest of The
Killbuck Savings Bank Company.
(b) Nothing contained in this
Section 6 shall be deemed to prevent or limit the right of
Employee to invest in the capital stock or other securities of any
business dissimilar from that of The Killbuck Savings Bank Company
exceeding 4.9% of said Company.
7. Standards . The Employee
shall perform her duties under this Agreement in accordance with
such reasonable standards expected of employees with comparable
positions in comparable organizations and as may be established
from time to time by the Board of Directors.
8. Vacation and Sick Leave.
At such reasonable times as the Board of Directors shall in its
discretion permit, the Employee shall be entitled, without loss of
pay, to absent herself voluntarily from the performance of her
employment under this Agreement, with all such voluntary absences
to count as vacation time; provided that:
(a) The Employee shall be entitled
to annual vacation leave in accordance with the policies as are
periodically established by the Board of Directors for senior
management employees of The Killbuck Savings Bank
Company.
(b) Employee shall not be entitled
to accumulate unused vacation from one fiscal year to the next,
except to the extent authorized by the Board of Directors for
senior management employees of The Killbuck Savings Bank
Company.
(c) In addition to the aforesaid
paid vacations, the Employee shall be entitled without loss of pay
to absent herself voluntarily from the performance of her
employment with The Killbuck Savings Bank Company for such
additional periods of time and for such valid and legitimate
reasons as the Board of Directors in its discretion may determine.
Further, the Board of Directors shall be entitled to grant to the
Employee a leave or leaves of absence with or without pay at such
time or times and upon such terms and conditions as the Board of
Directors in its discretion may determine.
(d) In addition, the Employee shall
be entitled to an annual sick leave benefit as established by the
Board of Directors for senior management employees of The Killbuck
Savings Bank Company. In the event that any sick leave benefit
shall not have been used during any year, such leave shall accrue
to subsequent years to the extent authorized by the Board of
Directors for employees of The Killbuck Savings Bank
Company.
9. Termination and Termination
Pay .
The Employee’s employment
under this Agreement shall be terminated upon any of the following
occurrences:
(a) The death of the Employee during
the term of this Agreement, in which event the Employee’s
estate shall be entitled to receive the compensation due the
Employee through the last day of the third calendar month following
the month in which Employee’s death shall have
occurred.
(b) The Board of Directors may
terminate the Employee’s employment at any time, but any
termination by the Board of Directors other than termination for
Just Cause, shall not prejudice the Employee’s right to
compensation or other benefits under the Agreement. The Employee
shall have no right to receive compensation or other benefits for
any period after termination for Just Cause. Termination for
“Just Cause” shall include termination because of the
Employee’s personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of
any law, rule or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order, or material
breach of any provision of the Agreement.
(c) Except as provided pursuant to
Section 12 herein, in the event Employee’s employment
under this Agreement is terminated by the Board of Directors
without Just Cause, The Killbuck Savings Bank Com
