Exhibit 10.2 


 


Executive
Employment Contract


 


This Contract
is made as of ____________________, 2015 (“Effective Date”), between Commercial Bancshares, Inc. (“CBS”),
an Ohio corporation having an address of 118 S. Sandusky Avenue, Upper Sandusky, Ohio 43351, and Steven M. Strine
(“Mr. Strine”), having an address of 1219 Pheasant Run Lane, Ashland, Ohio 44805, for Mr. Strine’s
employment by CBS as Executive Vice President and Chief Lending Officer of CBS.


 


BACKGROUND


 


A.          CBS
desires to continue to employ Mr. Strine under the terms and conditions set forth in this Contract.


 


B.           Mr. Strine
desires to continue to be employed by CBS under the terms set forth in this Contract.


 


In consideration of
the promises contained in this Contract and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:


 


1.      Employment.
Upon the terms and subject to the conditions of this Contract, CBS hereby agrees to employ Mr. Strine. Upon the terms and
subject to the conditions of this Contract, Mr. Strine agrees to serve as a full time employee of CBS.


 


2.      Services
rendered.


 


(a)      General.
Mr. Strine shall render services and perform the duties of the positions of Executive Vice President and Chief Lending Officer
of CBS and The Commercial Savings Bank, the wholly-owned commercial banking subsidiary of CBS (the “Bank”). Subject
to Sections 2(b) and 2(d), Mr. Strine shall hold such other offices in CBS affiliates and perform such other duties and
have such other responsibilities for CBS and its affiliates as are of the same character and nature as those typically performed
by an executive vice president and chief lending officer of a bank holding company of comparable size and with a comparable market
to that of CBS that may be assigned by the board of directors of CBS or any of its affiliates.


 




    	 



    	 



    

 


(b)      Reporting
and authority. Mr. Strine shall report to and be subject to the supervision and direction of the Board of Directors of
CBS (“Board”) and the President and Chief Executive Officer of CBS and the Bank. Mr. Strine shall have the authority
set by the CBS Code of Regulations, as may be amended from time to time, and the authority delegated to him by the President and
Chief Executive Officer or the Board.


 


(c)      Full-time
employee. Mr. Strine shall devote his full-time employment during the term of this Contract to the faithful and diligent
performance of his duties for CBS and its affiliates. Mr. Strine shall not engage in other employment or business activities,
whether or not the employment or activities are pursued for gain, profit, or other pecuniary advantage, without the prior written
consent of CBS. Business activities do not include passive investments.


 


(d)      Adherence
to standards. Mr. Strine shall perform all duties in a competent and professional manner. Mr. Strine shall abide
by the Articles of Incorporation and Code of Regulations of CBS and the Bank; the rules, regulations, policies, and performance
objectives of CBS and the Bank as they exist from time to time; applicable ethical and business standards; and the law.


 


3.      Compensation.
“Compensation” includes base salary, performance based compensation, if any, and employee benefits.


 




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(a)      Base
salary and initial bonus. During the initial term of this Contract, CBS shall pay Mr. Strine a base salary of $135,200
subject to all applicable withholdings, in accordance with the then current policies of CBS for executive compensation. The base
salary provided by this §3(a) as adjusted under §3(e) shall be referred to herein as “base salary”.


 


(b)      Employee
benefits. In addition to the base salary, CBS shall provide to, or for the benefit of, Mr. Strine, the following employee
benefits:


 


		[i]	Vacation and sick leave. Participation in the vacation and sick leave plan maintained for
executives of CBS, which includes five weeks of vacation each year.



 


		[ii]	Business expense reimbursement. Reimbursement for, or payment of, the reasonable business
and entertainment expenses incurred by Mr. Strine on behalf of CBS pursuant to the written policies of CBS or as otherwise
approved by the Board.



 


		[iii]	Conventions/seminars. Reimbursement for reasonable expenses incurred by Mr. Strine
to participate in industry conventions and seminars in accordance with the policies for such established by the Board from time
to time.



 


		[iv]	Benefit plans. Participation in the health, retirement and welfare benefit plans made available
to the employees of CBS and in any such other similar plans maintained by CBS on the same basis as the other executive employees
of CBS who participate in such plans.



 


		[v]	Deferred compensation program. Participation in CBS’s existing deferred compensation
program. Nothing herein shall require the Board to maintain such plan which may be terminated by the Board at any time.



 




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		[vi]	Life insurance plans. A term life insurance policy upon the life of Mr. Strine, payable
to his designated beneficiaries, in an amount equal to one and one-half times his annual base salary.



 


		[vii]	Automobile allowance. A $700 per month automobile expense allowance to reimburse Mr. Strine
for some or all of the cost of maintaining and operating an automobile for use in the performance of Mr. Strine’s duties
under this Contract. Mr. Strine also shall receive reimbursement for mileage related to his use of the automobile to perform
his duties under this Contract at a rate equal to one-half (1/2) of the standard mileage rate established annually by the Internal
Revenue Service. Mr. Strine shall maintain the automobile in first-class condition and insure that the automobile is available
for Mr. Strine’s use in the business of CBS.



 


		[viii]	Stock Incentive Plan. In the discretion of the Board, Mr. Strine may be granted stock options
or other awards under the Company’s 2009 Stock Incentive Plan (“2009 Plan”) or any successor or similar plan
as adopted by the Company from time to time.



 


		[ix]	Long-term disability. Participation in CBS’s long term disability program.



 


The benefits provided
under this §3(b) shall be referred to herein as “employee benefits”.


 


(c)      Performance
based compensation. CBS may pay Mr. Strine additional incentive or performance based compensation consisting of cash payments,
stock options or stock awards, in the sole and absolute discretion of the Board. Any such incentive or performance based compensation
may be based on asset growth, return on assets, stock price, or other factors selected by the Board from time to time. Mr. Strine
acknowledges that the Board may reach a decision not to award any incentive or performance based compensation. The incentive or
performance based compensation provided for under this §3(c) shall be referred to herein as “performance based compensation”.


 




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(d)      Reports
of use of employee benefits. Mr. Strine shall submit regular reports of personal use of the employee benefits that the
Internal Revenue Code requires to be treated as taxable income to Mr. Strine in order to allow CBS to determine the amount
that must be reported to the Internal Revenue Service as compensation to Mr. Strine.


 


(e)      Annual
review. Mr. Strine’s base salary, employee benefits, and any performance based compensation will be reviewed annually
in accordance with the normal compensation review practices of the Board. In connection with each such review, Mr. Strine’s
base salary may remain the same or be increased, but not decreased, Mr. Strine may or may not be awarded any performance based
compensation, and Mr. Strine’s employee benefits may be increased or decreased. Any adjustments to Mr. Strine’s
base salary and employee benefits (including any decision not to adjust base salary or employee benefits) shall be made in the
sole discretion of the Board or a committee of the Board.


 


4.      Term
and termination. 


 


(a)      Term;
renewal; and non-renewal. This Contract is effective as of the Effective Date and shall remain in full force and effect for
a period of two years from Effective Date (the “Original Term”), unless earlier terminated as provided herein. Thereafter,
this Agreement shall be automatically extended (an “Extension Term”) from year to year for additional one-year periods
ending on each anniversary of the expiration of the Original Term (the “Expiration Date), unless either the Bank or Mr. Strine
notifies the other in writing, at least 60 days prior to the Expiration Date, of its or his intention not to renew the Agreement.


 




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(b)      Termination
other than expiration of term.


 


(1)      Termination
by CBS without cause. CBS may terminate Mr. Strine’s employment without cause by giving Mr. Strine a notice
of termination. The notice of termination without cause shall be effective upon the earlier of actual receipt by Mr. Strine
or two days after mailing by first class mail. If CBS terminates the employment of Mr. Strine without cause, CBS shall provide
Mr. Strine with “Continuing Compensation” (as defined in Section 4(b)(6) below) commencing upon termination for
a period (“Termination Period”) equal to the greater of twelve (12) consecutive months or the number of months remaining,
if any, on the Original Term and any Extension Term that has become effective on or before the date of termination. During the
Termination Period, CBS shall pay the base salary component of the Continuing Compensation in arrears on the last day of each month
commencing on the last day of the first month after the month in which termination has occurred. A termination of Mr. Strine’s
employment voluntarily by Mr. Strine, a termination of Mr. Strine’s employment arising out of illness or disability,
and a termination of Mr. Strine’s employment after a change in control will not be a termination without cause
under this subsection. Continuing compensation shall be reduced by compensation that Mr. Strine receives from any other employment
or self-employment.


 


(2)      Termination
by Mr. Strine. Mr. Strine may terminate his employment by giving CBS sixty (60) days’ notice of his intention
to resign. If Mr. Strine voluntarily terminates his employment, CBS will not be obligated to pay Continuing Compensation after
the date of termination, except as required by law.


 




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(3)      Termination
by CBS for cause. CBS may terminate Mr. Strine’s employment for cause by giving Mr. Strine notice of termination
for cause. The notice of termination for cause is not required to describe the cause or causes, but must state that Mr. Strine’s
employment has been “terminated for cause”. The notice of termination for cause shall be effective upon the earlier
of actual receipt by Mr. Strine or two business days after mailing by first class mail. If CBS terminates Mr. Strine’s
employment for cause, CBS will not be obligated to pay or provide any compensation of any type after the date of termination, except
as required by law. “Cause” means conduct by Mr. Strine concerning any one or more of the following: [i] failure
to adhere to ethical standards or the law; [ii] moral and ethical misdeeds conducted on the job; [iii] failure to carry
out duties of employment or to carry out directions of the President and Chief Executive Officer of CBS or the Bank or the Board
or properly designated committee of the Board of CBS or any affiliate of CBS, including specifically the Bank; [iv] willful
misconduct; [v] conviction of a felony; [vi] removal from any office held by Mr. Strine with CBS, the Bank or any
other affiliate of CBS by order of a regulatory agency having jurisdiction over CBS or any of
its affiliates or threat of such an order; or [vii] conduct that otherwise interferes
with the performance of Mr. Strine’s duties or CBS’s business, including any conduct that adversely reflects upon
CBS or its business and any conduct committed during or outside of the employment relationship that, reasonably considered, harms
the reputation of CBS. As used in this subsection, “conduct” includes one or more acts, one or more failures to act,
or any combination of an act, multiple acts, a failure to act, or multiple failures to act. In the case of any conduct described
item [iii] that is not a repeat instance of such conduct, Mr. Strine shall have thirty (30) days after written notice of such
conduct to cure the conduct, unless the conduct also has a material adverse impact on CBS or its reputation. If Mr. Strine
requests in writing, CBS shall provide Mr. Strine a written description with the cause or causes for termination.


 




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(4)     Termination
upon permanent disability. Mr. Strine’s employment shall terminate upon the permanent disability of Mr. Strine.
“Permanent disability” means Mr. Strine’s physical or mental inability to perform the services required
under this Contract caused by a physical or mental condition or impairment for a period exceeding 180 days. In the event either
the Company or Mr. Strine, after receipt of notice of Mr. Strine’s permanent disability from the other, dispute that Mr.
Strine’s permanent disability shall have occurred, Mr. Strine shall promptly submit to physical examinations by three physicians,
one of whom shall be a physician who regularly has treated Mr. Strine, assuming that he has such a regular physician, and, unless
two of such physicians shall issue their written statement to the effect that in their opinion, based on their diagnosis, Mr. Strine
is capable of resuming his employment and devoting his full time and energy to discharging his duties within sixty (60) days after
the date of such statement, such permanent disability shall be deemed to have occurred.


 


(5)     Termination
after a change in control.


 


(i)          When
a termination after a change in control occurs.


 


A termination after a change in
control occurs [i] when, within one year after a change in control, Mr. Strine’s employment is terminated without
cause; [ii] when, within one year after a change in control, Mr. Strine resigns because he has [a] been demoted,
[b] had his base salary reduced, [c] had his principal place of employment transferred away from Wyandot County, Ohio
or a county contiguous thereto, or [d] had his job title, status or responsibility materially reduced; or [iii] when,
[a] Mr. Strine’s employment is terminated by CBS without cause, [b] there is a change in control within one
(1) year following the termination, and [c] Mr. Strine’s termination of employment [1] was at the request
of a third party who has taken steps reasonably calculated to effect a change in control or [2] was otherwise in anticipation
of a change in control. A termination of employment [i] upon expiration of the term of this Contract, [ii] for cause,
or [iii] upon the permanent disability of Mr. Strine is not a termination after a change in control.


 






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(ii)         Compensation
after termination after a change in control.


 


If Mr. Strine’s employment
is terminated after a change in control, within 30 days of such termination of employment, CBS, or its successor, shall commence
paying to Mr. Strine, a monthly payment (the “Monthly CIC Payment”) in an amount equal to the difference of [a] the
product of 2.0 times the then current annual base salary less [b] the total amount of Continuing Compensation paid and payable
to Mr. Strine by CBS, including Continuing Compensation paid and Continuing Compensation owed but not yet paid, with the difference
between [a] and [b] divided by twenty-four (24). Such Monthly CIC Payment shall continue for twenty-three (23) additional months
after the initial payment. In addition to the Monthly CIC Payments, and if Mr. Strine elects COBRA continuation coverage and pays
the applicable premiums, CBS shall reimbursement Mr. Strine for the premiums paid by him for such COBRA continuation coverage for
medical benefits (or such other comparable medical insurance if past the 18 months for which COBRA coverage is available), for
a period equal to the shorter of 24 months or the time that Mr. Strine is provided comparable coverage by a subsequent employer
or through his spouse’s employer. Such COBRA payments shall begin within not more than thirty (30) days following Mr. Strine’s
termination in connection with a change in control.


 






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(iii)        No
excess parachute payments.


 


Notwithstanding any other provision
of this Contract or of any other agreement, contract or understanding between Mr. Strine and CBS or any affiliate of CBS now
existing or later arising, Mr. Strine shall not have any right to receive any compensation or benefit to the extent that the
sum of all payments to or benefits received by or on behalf of Mr. Strine from CBS or any of its affiliates would cause any
payment or benefit to be considered an “excess parachute payment” under 26 U.S.C. §280G(b)(1), as amended, result
in the imposition of excise tax under 26 U.S.C. § 4999, as amended, or cause any loss of any deduction to CBS under 26
U.S.C. §§162(m) or 280G(a), as amended (“Excess Parachute Payment”). If the receipt by or on behalf of Mr. Strine
of any payment or benefit from CBS or an affiliate would cause Mr. Strine to be considered to have received an Excess Parachute
Payment, then each of the Monthly CIC Payments shall be automatically reduced by the minimum amount necessary to cause the total
amount of such payments that would otherwise be considered “parachute payments” as defined in 26 U.S.C. §280G(b)(2),
to equal 2.99 times Mr. Strine’s base amount, as defined in 26 U.S.C. §280G(b)(3), so that an Excess Parachute
Payment shall not result. If the Monthly CIC Payments are reduced to zero, and the payments and benefits due to Mr. Strine
from CBS still would cause Mr. Strine to be considered to have received an Excess Parachute Payment, then CBS, in its sole
discretion, may reduce other payments and benefits so that an Excess Parachute Payment does not result. Any determination in writing
by CBS’s independent public accountants (“Accountants”) of the value of payments and benefits includable in the
calculation of an Excess Parachute Payment shall be conclusive and binding upon Mr. Strine and CBS for all purposes. For purposes
of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations concerning the application of 28 U.S.C. §§280G
and 4999, as amended. CBS and Mr. Strine shall furnish to the Accountants such information and documents as the Accountants
may reasonably request in order to make a determination under this subsection. CBS shall pay the costs for a determination by the
Accountants under this subsection.


 




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(iv)        Change
in control.


 


A “change in control”
occurs on the date of a transaction pursuant to which:


 


		[i]	any person or group (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(v)(B)) in
one or more transactions during a 12-month period is or becomes the “beneficial owner” (as defined in Rule 13d-3 and
13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of CBS representing more than
50% of the combined voting power of CBS’s then outstanding securities;



 


		[ii]	during any period of twelve (12) consecutive months, a majority of members of the Board of Directors
is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date
of the appointment or election; or



 


		[iii]	a merger, consolidation or reorganization is consummated with any other corporation or entity pursuant
to which the shareholders of CBS immediately prior to the merger, consolidation or reorganization do not immediately thereafter
directly or indirectly own more than fifty percent (50%) of the combined voting power of the voting securities entitled to vote
in the election of directors of the merged, consolidated or reorganized entity; or



 


		[iv]	the purchase by any individual, entity or group of persons acting as a group not controlled by
or affiliated with CBS of a substantial portion of the assets. (For this purpose, assets that have a total gross fair market value
equal to or more than 40% of the total gross fair market value of all assets of CBS immediately prior to such acquisition).



 




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No Change in Control
will be considered to have occurred when there is a transfer of assets to an entity that, immediately after the transfer, is controlled
by the shareholders of CBS immediately before the transfer where the transfer is to:


 


		[i]	a shareholder of CBS in exchange for or with respect to the shareholder’s shares of stock
in CBS;



 


		[ii]	an entity, 50 percent or more of the total value or voting power of which is owned, directly or
indirectly, by CBS;



 


		[iii]	a person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent
or more of the total value or voting power of all the outstanding stock of CBS immediately prior to the transfer; or



 


		[iv]	an entity, at least 50 percent of the total value or voting power of which is owned, directly or
indirectly, by a person described in paragraph (iii).



 


(v)         Golden
Parachute Provision. All payments to Mr. Strine under this Contract are subject to and conditioned upon compliance with
12 U.S.C. §1828(k) and Federal Deposit Insurance Corporation (“FDIC”) regulation 12 C.F.R. Part 359, Golden Parachute
and Indemnification Payments.


 


(vi)        Mandatory
Delay of Payments to Specified Employee. If Mr. Strine is a “Specified Employee,” as defined for purposes
of 26 U.S.C. §409A (see §416(i) (without regard to paragraph (5) thereof)) at any time during the 12 months preceding
December 31st of the prior calendar year, no payment following the date of Mr. Strine’s separation of service
required by this Contract shall be made earlier than six (6) months after the date of Mr. Strine’s separation from service
with CBS, and shall instead be paid as promptly after the six-month period has expired as may be practical.


 




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If Mr. Strine is
a Specified Employee, he shall be treated as a “Specified Employee” for the entire 12-month period beginning on the
April 1 following such identification date, except during any period in which the stock of CBS is not publicly traded on an established
securities market.


 


(6)     Continuing
compensation calculations. “Continuing Compensation” means [i] an amount equal to 1/12 of Mr. Strine’s
annual base salary in effect on the effective date of the notice of termination determined under the then current policies of CBS
for executive compensation, plus [ii] one month of Mr. Strine’s annual employee benefits under §3(b) of this Contract,
except for reimbursement of [a] business expenses incurred after termination, [b] continuing education and seminar programs
occurring after termination, [c] membership expenses in clubs and organizations (except for minimum costs necessary to maintain
membership for six months after termination), and [d] mileage relating to use of the automobile after termination. Employee benefits
shall be reduced by any similar benefits received by or accruing to Mr. Strine from third parties during the period during
which Mr. Strine receives Continuing Compensation. Federal, state, and local taxes, social security contributions, and other
normal deductions will be withheld from continuation compensation. Payment of Continuing Compensation, including the timing and
amount of each payment, shall be subject to the Treasury Regulations concerning severance pay issued under 28 U.S.C. §409A.
If Mr. Strine dies before receiving all Continuing Compensation due, the balance of all Continuing Compensation then due shall
be provided to the personal representative or other designee of Mr. Strine, except for payments for life insurance premiums
and retirement plan contributions.


 




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(7)     Termination
for special regulatory events. Notwithstanding any other provision of this Contract, the obligations of the parties will be
as follows in the event of any of the following circumstances:


 


		[i]	If Mr. Strine is temporarily suspended or temporarily prohibited from participating in the
conduct of the affairs of CBS or any of its affiliates, including the Bank, by a notice served under Section 8 of the Federal Deposit
Insurance Act, 12 U.S.C. §1818, the obligations of CBS and its affiliates under this Contract will be suspended as of the
date of service of such notice. If the charges in the notice are dismissed, CBS or any of its affiliates shall pay Mr. Strine
all of the compensation withheld while the obligations of this Contract were suspended and reinstate in whole or in part any of
the obligations which were suspended.



 


		[ii]	If Mr. Strine is removed from office and/or permanently prohibited from participating in the
conduct of the affairs of CBS or any of its affiliates, including the Bank, by an order issued under Section 8 of the Federal Deposit
Insurance Act, 12 U.S.C. §1818(e) or Ohio Revised Code §§1121.33 and 1121.34, all obligations of CBS or its
affiliates under this Contract will terminate as of the effective date of the order.



 


		[iii]	If CBS or any of its affiliates is in default, as defined in Section 3(x)(1) of the Federal Deposit
Insurance Act, 12 U.S.C. §1813(x)(1), or declared insolvent by the Ohio Superintendent of Banks pursuant to Ohio Revised Code
§1125.09, all obligations under this Contract will terminate as of the date of default or insolvency, but this provision will
not affect any vested rights of the parties.



 




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		[iv]	All obligations under this Contract may be terminated by the FDIC at the time the FDIC enters into
an agreement to provide assistance to or on behalf of CBS or any of its affiliates, including specifically the Bank, under the
authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c).



 


(c)     Consequences
of termination of employment. Except for post-employment obligations under this subsection and post-employment obligations
concerning Continuing Compensation, non-competition, and confidentiality, upon termination of Mr. Strine’s employment
for any reason, [i] this Contract shall terminate; [ii] Mr. Strine’s employment shall terminate for all affiliates
of CBS; [iii] Mr. Strine shall cease all activity on behalf of CBS and its affiliates; [iv] Mr. Strine shall automatically,
without further action by either party, be discharged or shall resign from all directorships and offices of CBS and the Bank and
all directorships and offices of affiliates of CBS held by Mr. Strine; and [v] Mr. Strine shall promptly deliver
to CBS all property and all copies of property (regardless of form, and including (but not limited to) all documents, memoranda,
records, specifications, electronic and digital media and other writings and materials) of CBS and all affiliates of CBS under
his possession, custody or control, including (but not limited to) keys, plans, designs, computer programs, computer lists, prospect
lists, records, letters, notes, reports, financial information, and all other materials relating to CBS, its subsidiaries and its
affiliates, their businesses, or their clients and customers. Mr. Strine agrees that provisions of this subsection related
to resignation are reasonable and that remedies at law would be inadequate for a breach of the provisions of this subsection. For
these reasons, CBS may enforce the obligations of Mr. Strine under this subsection by injunctive relief, including a temporary
restraining order, a preliminary injunction, and a permanent injunction and by an award for fees, costs, and expenses incurred
by CBS to enforce this subsection, including (but not limited to) attorneys’ fees, costs and expenses, and other expenses
incurred to enforce this subsection.


 




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(d)     Employment
after termination. So long as the non-competition restrictions of Section 5 are in effect, Mr. Strine shall notify CBS
in writing within five (5) business days after accepting full or part-time employment with a third party.


 


(e)     Suspension
and removal. If Mr. Strine is suspended or temporarily prohibited from performing his duties for CBS or its affiliates
as a result of any regulatory action, CBS’s obligations under this Contract shall be suspended as of the date of service
of notice of the regulatory action (unless the suspension or prohibition is stayed by appropriate proceedings). If the charges
in the notice are dismissed, CBS or any of its affiliates shall [i] pay Mr. Strine all of the compensation withheld while
its obligations under this Contract were suspended, and [ii] reinstate all of its other obligations under this Contract that were
suspended. If Mr. Strine is removed or permanently suspended from performing his duties for CBS or its affiliates as a result
of any regulatory action, all obligations of CBS under this Contract will terminate as of the effective date of the action, and
CBS will not be obligated to pay or provide any compensation of any type to Mr. Strine, except as required by law.


 


5.     Non-competition.
During the Original Term of this Contract and any Extension Term, and for a period of one year following termination of this Contract
for any reason, Mr. Strine shall not be employed by or otherwise provide services, in any capacity, within a fifty (50) mile
radius of Upper Sandusky, Ohio, to any bank, financial institution or bank holding company, or any affiliate of a bank, financial
institution or bank holding company, unless such employment or providing of services is preapproved in writing by CSB.


 




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During the term of
this Contract (Original Term and any Extension Term) and for a period of one year thereafter, Mr. Strine (for himself or on
behalf of a third party) shall not solicit any banking business from any then current customers of CBS or the Bank, and shall not
employ, offer to employ, or solicit employment of any employee of CBS or any of its affiliates, subsidiaries or any professional
under contract with CBS or any of its subsidiaries.


 


Mr. Strine agrees
that he has received consideration to which he was not otherwise entitled in return for his obligations under this §5, and
that the provisions of this §5 are reasonable and necessary to protect the legitimate business interests of CBS, and are reasonable
with respect to time, territory, and business. Mr. Strine shall pay any and all legal fees, costs, and other expenses incurred
by CBS in the course of legal action to enforce the provisions of this §5. Mr. Strine agrees that the remedies at law
for a breach of this §5 would be inadequate to protect CBS because money damages would be difficult, if not impossible, to
ascertain and would be estimable only by conjecture, and therefore, Mr. Strine agrees that CBS will be entitled to injunctive
relief, including a temporary restraining order, a preliminary injunction and a permanent injunction for any such breach as well
as all reasonable attorneys’ fees, costs and other expenses incurred to enforce this §5. The duty to arbitrate disputes
under this Contract shall not apply to any claim for violation of this §5.


 


The obligations of
Mr. Strine under this § 5 shall survive the termination of the Contract for any reason.


 




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6.     Confidentiality.
Mr. Strine hereby acknowledges that he may be required to handle Confidential Business Information (as defined below) in the
performance of his responsibilities. Mr. Strine is aware that Confidential Business Information is proprietary information
to CBS or the party supplying it and the exclusive property of CBS or its clients and customers, and Mr. Strine shall not
disclose Confidential Business Information in any manner at any time, to others inside or outside CBS or to unauthorized employees
and officers of CBS. Unauthorized disclosure or other mishandling of Confidential Business Information may result in termination
of Mr. Strine’s employment for cause and in other appropriate actions. Mr. Strine agrees that his obligation not
to reveal Confidential Business Information will remain in force permanently, including in the event that [i] Mr. Strine’s
authorization to handle Confidential Business Information is revoked while still under contract with CBS, and [ii] this Contract
or Mr. Strine’s employment with CBS is terminated.


 


Except as CBS may require
or otherwise consent to in writing, Mr. Strine shall not, at any time during or subsequent to the termination of this Contract
disclose or use in any way any information or knowledge or data received or developed while providing services to CBS, including
but not limited to, plans, designs, formulas, business processes, methods, test data, inventions, discoveries, computer programs,
customer/client lists, prospect lists, financial information, and trade secrets of CBS or its customers (collectively, “Confidential
Business Information”).


 


In addition to any
other remedies CBS may have at law or in equity, Mr. Strine agrees that CBS will be entitled to a restraining order, injunction,
or similar remedy to enforce the terms of this section, as well as all reasonable attorneys’ fees, costs, and other expenses
incurred to enforce this section. The duty to arbitrate disputes under this Contract shall not apply to any claim for a violation
of this section or Mr. Strine’s obligation to return property of CBS upon termination of employment. The obligations
of Mr. Strine under this section shall survive the termination of this Contract for any reason.


 




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7.     Indemnification.
Subject to any other applicable statutory or regulatory standard or restriction, CBS shall indemnify Mr. Strine for any and
all acts or omissions of Mr. Strine related in any way to his employment with CBS, provided Mr. Strine acted in good
faith, in a manner reasonably believed to be in, or not opposed to, the best interests of CBS, and with the care that an ordinary
prudent person in a like position would use under similar circumstances. Notwithstanding the preceding sentence, CBS shall not
be obligated to indemnify Mr. Strine when such indemnification would be contrary to law or public policy or appropriate ethical
standards.


 


8.     Validity.
The invalidity or unenforceability of any particular provision of this Contract shall not affect the validity or enforceability
of any other provision contained in the Contract.


 


9.     Choice
of Law. This Contract and the interpretation of each of its provisions shall be governed by the laws of the State of Ohio and
the venue of any dispute or litigation shall be Wyandot County, Ohio. The rights of the parties under this Contract will likewise
be governed by the laws of the State of Ohio.


 


10.   Entire
Contract. This Contract contains the complete agreement between the parties concerning the subjects covered by this Contract.
This Contract supersedes any and all prior contracts and understandings between CBS and Mr. Strine. The provisions of this
Contract are solely for the benefit of the parties to this Contract and not for the benefit of any other persons or legal entities.


 




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11.   Assignment.
This Contract is binding on and inures to the benefit of successors and assigns of CBS. Neither this Contract nor any rights
hereunder shall be assignable or otherwise subject to hypothecation by Mr. Strine.


 


12.   Amendments.
No change, waiver, or amendment to this Contract, in any form, shall be binding on the parties unless signed in writing by
an authorized officer of CBS and Mr. Strine. No representations have been made by CBS or Mr. Strine concerning the terms,
conditions, and agreements of the contractual relationship covered by this Contract other than those representations contained
in this Contract and no representations made during the course of performance of services under this Contract can alter any of
the provisions of this Contract (unless such representation is in a signed writing as provided in the preceding sentence).


 


13.    Arbitration.
CBS and Mr. Strine agree to work together in good faith to resolve any disputes arising under this Contract. Except as
otherwise provided in this Contract, any controversy or claim arising out of or relating to the interpretation or application of
this Contract, or any breach hereof, shall be settled by arbitration in Wyandot County in accordance with the Employment Dispute
Resolution Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s)
shall be final and binding on the parties hereto and may be entered in any court having jurisdiction thereof.


 


In Witness Whereof,
the parties hereto have executed this Contract effective as of the day and year first above written.


 


	 	 	Commercial Bancshares, Inc.
	 	 	 	 
	 	 	By	 
	Steven M. Strine	 	Its	 


 




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