exv10w2



 






	 	 	 	 	 



EXHIBIT 10.2




CHANGE OF CONTROL AGREEMENT





     This Change of Control Agreement (this “Agreement”) is entered into to be effective as of
January 24, 2005, by and among FC Banc Corp, a bank holding company (“FC Banc”), The Farmers
Citizens Bank, an Ohio-chartered, FDIC-insured bank with its main office in Bucyrus, Ohio (the
“Bank”) (collectively, the “Employer”), and Jeffrey A. Wise, a natural person (“Employee”).
Employer and Employee are sometimes collectively referred to herein as the “Parties” and each
individually as a “Party.”



RECITALS




     Employee desires to be employed by Employer to serve as Vice President/Chief Financial Officer
of the Bank, and Employer desires for Employee to so serve, subject to the terms and conditions
hereafter set forth.



STATEMENT OF AGREEMENT




     NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements
hereinafter set forth, the Parties hereby agree as follows:




	 	1.  	EMPLOYMENT. Bank hereby employs Employee as its Vice President/Chief
Financial Officer. In the event of a change in control as below described, Employer
agrees to pay to Employee the amount of two years’ severance pay based upon Employee’s
annual salary for the previous twenty-four (24) months. Said severance pay shall be
paid upon Employee giving to Employer written notice.
	 
	 	2.  	CHANGE OF CONTROL






	 	(A)  	A Change of Control shall be deemed to have occurred if there is:
	 
	 	(1)  	A purchase or other acquisition by any person, entity or group
of persons (within the meaning of section 13 (d) or 14 (d) of the Securities
Exchange Act of 1934, as amended (“the Exchange Act”) or any comparable
successor provisions), directly or indirectly, which results in the beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of such person, entity or group of persons equaling 50% or more of the combined
voting power of the then outstanding voting securities of FC Banc entitled to
vote generally in the election of directors (“Voting Securities”); excluding,
however, any acquisition (i) by FC Banc or any person controlled by FC Banc or
the Board of Directors of FC Banc, (ii) by any employee benefit plan or related
trust sponsored or maintained by FC Banc, (iii) by Employee or (iv) by another
group including Employee, but only if Employee any other executives of FC Banc
control such group;




 









 






	 	(2)  	A change, within the rolling two-year period beginning with any
date on or after the effective date of this Agreement, in the composition of
the Board such that the individuals who constitute the Board (the “Incumbent
Board”) at the beginning of such rolling period cease for any reason to
constitute at least a majority of the Board; provided, however, that for
purposes of this definition, any individual who becomes a member of the Board
after the effective date of this Agreement, whose election, or nomination for
election, by FC Banc’s security-holders was approved by a vote of at least a
majority of those individuals who are members of the Board and who were also
members of the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board; and provided, further however, that any
such individual whose initial assumption of office occurs as a result of or in
connection with either an actual or threatened election contest (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)
or other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than the Board shall not be so considered as a
member of the Incumbent Board;
	 
	 	(3)  	A merger, reorganization or consolidation to which FC Banc is a
party or a sale or other disposition of all or substantially all of the assets
of FC Banc (each, a “Corporate Transaction”); excluding however, any Corporate
Transaction pursuant to which (i) persons who were security holders of FC Banc
immediately prior to such Corporate Transaction do (solely because of their
Voting Securities owned immediately prior to Corporate Transaction) own
immediately thereafter more than 50 percent of the combined voting power
entitled to vote in the election of directors of the then outstanding
securities or the company surviving the Corporate Transaction and (ii)
individuals who constitute the Incumbent Board will immediately after the
consummation of the Corporate Transaction constitute at least a majority of the
members of the board of the company surviving such Corporate Transaction; or
	 
	 	(4)  	Approval by the security-holders of FC Banc of a plan of
complete liquidation or dissolution of FC Banc;





provided however, that not withstanding anything herein to the
contrary, it is the intent of the Parties that any merger or other form of
combination, whether by acquisition of securities or sale of assets or otherwise
that is declared by the Incumbent Board to be a combination “of equals” pursuant to
which persons who comprise the Incumbent Board immediately before such combination
will comprise not less than 50 percent of the Board of Directors of the resulting
entity after consummation of the combination shall not be a “Change of Control.”



 









 









	 	(B)  	“Good Reason” shall exist, in the absence of Cause, if, during
the twelve month period following the occurrence of any Change of Control:
	 
	 	(1)  	Employer commits a material breach of any provision of this
Agreement and does not cure such breach within ten (10) days after written
notice of such breach is provided to Employer by Employee;
	 
	 	(2)  	Employee is assigned, without Employee’s consent, duties or
responsibility materially inconsistent with the duties and responsibilities
contemplated by Exhibit A of this Agreement;
	 
	 	(3)  	There is a reduction or material delay in payment of Employee’s
Base Compensation as in effect on the date of the Change of Control;
	 
	 	(4)  	Employee is required to reside or travel outside of the
Bucyrus, Ohio area, other than on travel reasonably required to carry out
Employee’s obligations under this Agreement.






	 	3.  	EMPLOYEE’S SEVERANCE PACKAGE





In the event of a change of control, Employee shall be paid in one lump sum payment
with the appropriate local, state, and federal taxes withheld.



     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first
above written.



Employee:




/s/ Jeffrey A. Wise          

Jeffrey A. Wise




	 	 	 	 	 	 	 
	FC Banc Corp:	 	 	 	Witness:
	 
	 	 	 	 	 	 
	By:

	 	/s/ Coleman J. Clougherty
	 	 	 	/s/ Jennifer S. Gingery
	

	 	 
	 	 	 	 
	 
	Its:

	 	President	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	The Farmers Citizens Bank:	 	 	 	Witness:
	 
	 	 	 	 	 	 
	By:

	 	/s/ Coleman J. Clougherty
	 	 	 	/s/ Jennifer S. Gingery
	

	 	 
	 	 	 	 
	 
	Its:

	 	CEO