Exhibit 10(q)
CHANGE IN CONTROL AND TERMINATION
AGREEMENT
THIS CHANGE IN CONTROL AND
TERMINATION AGREEMENT (“Agreement”) made as of June,
28, 2004 among CITY HOLDING COMPANY, (“Employer”), and
JOHN A. DERITO (“Employee”), recites and
provides:
Recitals:
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A.
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Employee is
employed by Employer as an Executive Vice President, Division Head
Commercial Banking.
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B.
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Employer
considers the continued availability of Employee’s services
to be important during any period Employer is offered for
sale.
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C.
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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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Agreement:
In Consideration of the mutual
covenants contained herein, the parties agree as
follows:
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1.
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Change in
Control . In the
event of a Change of Control (as defined below) of Employer,
Employee may voluntarily terminate employment with Employer until
the expiration of the 24 month period after the Change of Control
for “Good Reason” and be entitled to receive in a lump
sum (i) any compensation already due and earned but not yet
paid through the date of termination and (ii) in lieu of any
further salary payments from the date of termination, an amount
equal to Termination Compensation times 2.00, or at his election,
may receive this amount in installments paid out over 24 months
according to the Employer’s payroll practices during which
time the Employee shall also be eligible for health insurance
coverage at the same rate as any employee.
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“Good Reason” shall mean
the occurrence at any time within 24 months after a Change of
Control of any of the following events without Employee’s
express written consent:
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a.
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the assignment
to Employee of duties materially inconsistent with the position
held by Employee immediately prior to the Change of
Control;
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b.
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a reduction by
Employer in Employee’s base salary as then in effect or the
exclusion of Employee from participation in Employer’s
benefit plans in which he previously participated as in effect at
the date hereof or as the same may be increased from time to time
during the term of this Agreement or Employer’s failure to
increase (within 12 months of Employee’s last increase in
base salary) Employee’s base salary in an amount which at
least equals on a percentage basis, the average percentage increase
in base salary for all executives entitled to participate in
Employer’s executive incentive plans for which Employee was
eligible during the preceding 12 months;
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c.
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an involuntary
relocation of Employee more that 30 miles from the location where
Employee worked immediately prior to the Change of Control or the
breach by Employer of any other material provision of this
Agreement; or
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d.
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any purported
termination of the employment of Employee by Employer without
“Just Cause.”
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A “Change of Control”
shall be deemed to have occurred if (i) any person or group of
persons (as defined in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934) together with its affiliates,
excluding CHCO and employee benefit plans of Employer, is or
becomes, directly or indirectly, the “beneficial owner”
(as defined in Rule 13d-3 promulgated under the Securities Exchange
Act of 1934) of securities of Employer representing 20% or more of
the combined voting power of Employer’s then outstanding
securities; or (ii) during the term of this Agreement as a
result of a tender offer or exchange offer for the purchase of
securities of Employer (other than such an offer by Employer for
its own securities), or as a result of a proxy contest, merger,
consolidation or sale of assets, or as a result of any combination
of the foregoing, individuals who at the beginning of any two-year
period during the term of this Agreement constitute
Employer’s Board of Directors, plus new directors whose
election or nomination for election by Employer’s
shareholders is approved by a vote of at least two-thirds of the
directors still in office who were directors at the beginning of
such two-year period, cease for any reason during such two-year
period to constitute at least two-thirds of the members of such
Board of Directors; or (iii) the shareholders of Employer
approve a merger or consolidation of Employer with any other
corporation or entity regardless of which entity is the survivor,
other than a merger or consolidation which would result in the
voting securities of Employer outstanding immediately prior thereto
continuin
