(iii) the sale by the Holding Company of all, orsubstantially all, of the assets of the Holding Company; *provided;however,*that the sale of the Company to, or a merger of the Companywith and into, an entity directly or indirectly acquired by the HoldingCompany in or part of a transaction in which the Company is not thesurviving entity shall not constitute a change of control so long asthe present capacity or circumstances in which the Executive isemployed by the Company does not constitute a Material Adverse Change(defined below).For purposes of this paragraph, the term “person” refers to an individual or corporation,partnership, trust, association or other organization, but does not include the Executive or anyperson or persons with whom the Executive is “acting in concert” within the meaning of 12 C.F.R.Section 303.81(b).(c) The Executive shall not be required to mitigate the amount of any payment provided for inthis Agreement in any way, nor shall any amounts or benefits received from other employment orotherwise by the Executive offset in any manner the obligations of the Company hereunder.(d) In the event that any payments pursuant to this Agreement or pursuant to any other plan,agreement or arrangement would result in or contribute to the imposition of a penalty tax pursuantto Section 280G and Internal Revenue Code Section 4999, such payments shall be reduced to themaximum amount that may be paid under Section 280G without exceeding such limits. Any suchreduction shall be made consistent with the requirements of Section 409A of the Internal RevenueCode of 1986, as amended and the regulations promulgated thereunder (“Section 409A”). Any paymentsmade to the Executive pursuant to this Agreement are subject to and conditioned upon theircompliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.(e) As used in this Section 2, “Cause” shall mean the termination of the Executive by theCompany because of the Executive’s personal dishonesty, incompetence, willful misconduct, breach offiduciary duty involving personal profit, intentional failure or refusal to perform the duties andresponsibilities of the Executive in connection with his employment with the Company, willfulviolation of any law, rule or regulation (other than traffic violations or other minor offenses),final cease-and-desist order or material breach of any provision of this Agreement. In the eventof Executive’s termination for Cause, the Executive shall not receive, and shall have no right toreceive, any compensation or other benefits under this Agreement for any period after suchtermination.(f) For purposes of this Agreement, any reference to the Executive’s termination of employment(or any form thereof) shall mean the Executive’s “separation from service”, within the meaning ofSection 409A, from the Company and all entities with whom the Company would be treated as a singleemployer for purposes of Sections 414(b) and (c) of the Internal Revenue Code of 1986, as amended,and the regulations promulgated thereunder.3. Termination of Employment at the Option of the Executive in connection with a Change ofControl. The employment of the Executive may be terminated at the option of Executive withinone (1) year after a Change of Control, upon delivery by the Executive of written notice oftermination to the Company if the present capacity or circumstances in which the Executive isemployed are materially adversely changed (including, but not limited to, a material reduction in responsibilities or authority or the assignment of duties orresponsibilities substantially inconsistent with those normally associated with the Executive’sposition immediately prior to the Change of Control, change of title or the requirement that theExecutive regularly perform his principal functions more than thirty-five (35) miles from hisprimary office as it existed immediately prior to the Change of Control (the foregoing collectivelyreferred to in this Agreement as a “Material Adverse Change”). Should this event occur, theCompany shall pay the Executive the amount set forth above in Section 2(a).
 
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4. Non-Compete. If the Executive terminates his employment without the writtenconsent of the Company, other than pursuant to Section 3 of this Agreement, then, during the 12months immediately following the effective date of such termination by Executive, the Executiveshall not engage in the financial institutions business as a director, officer, executive orconsultant for any business or enterprise that competes with the principal business of the Companyor the Holding Company or any of their subsidiaries within Mahoning, Trumbull or Columbianacounties or any other geographic area in which the Company or the Holding Company is doing businessat the time of Executive’s termination.5. Withholding. All payments required to be made by the Company hereunder to theExecutive shall be subject to the withholding of such amounts, if any, relating to Federal, Stateand local tax and other payroll deductions as the Company may reasonably determine should bewithheld pursuant to any applicable law or regulation.6. Consolidation; Merger. Nothing in this Agreement shall preclude the Company or theHolding Company from consolidating with, merging into, or transferring all, or substantially all,of their assets to another corporation that assumes all their obligations and undertakingshereunder. Upon such a consolidation, merger or transfer of assets, the term “Company” as usedherein, shall mean such other corporation or entity, and this Agreement shall continue in fullforce and effect.7. Governing Law. This Agreement has been executed and delivered in the State of Ohioand its validity, interpretation, performance and enforcement shall be governed by the laws of theState of Ohio, except to the extent that federal law is governing.8. Arbitration. Any dispute concerning the interpretation or application of thisAgreement that cannot be resolved by mutual agreement of the Company and Executive must besubmitted for determination by an impartial arbitrator selected in accordance with the AmericanArbitration Association’s Employment Dispute Resolution Rules.9. Notices. Any notice or other communication required or permitted pursuant to thisAgreement shall be deemed delivered if such notice or communication is in writing and is deliveredpersonally or by facsimile transmission or is deposited in the United States mail, postage prepaid,addressed as follows: If to the Company:President and Chief Executive Officer