received from other employment or otherwise by the Employee offset in anymanner the obligations of Camco hereunder, except as specifically stated insubparagraph (b).     For purposes of this Agreement, the term “Just Cause” means the Employee’s personaldishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit,intentional failure or refusal to perform the duties and responsibilities assigned in thisAgreement, willful violation of any law, rule, regulation (other than traffic violations or similaroffenses) or final cease-and-desist order, conviction of a felony or for fraud or embezzlement, ormaterial breach of any provision of this Agreement.     (b) Termination by the Employee in Connection with a Change of Control. The Employeemay voluntarily terminate his employment pursuant to this Agreement within twelve months followinga Change of Control and shall be entitled to compensation as set forth in Section 2(a) of thisAgreement in the event that:     (i) the present capacity or circumstances in which the Employee is employedimmediately prior to the completion of the Change of Control are changed, in theopinion of the Employee (including, without limitation, a reduction inresponsibilities or authority or a reduction in salary);     (ii) the Employee is required to move his personal residence, or perform hisprincipal executive functions, more than thirty-five (35) miles from his primaryoffice as of the date of the commencement of the Term of this Agreement; or     (iii) Camco otherwise breaches this Agreement in any material respect.In the event that payments pursuant to this Section 2 would result in the imposition of a penaltytax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and theregulations promulgated thereunder (“Section 280G”), such payments shall be reduced to the maximumamount which may be paid under Section 280G without exceeding such limits. In the event areduction in payments is necessary in order to comply with the requirements of this Agreementrelating to the limitations of Section 280G or applicable regulatory limits, the Employee maydetermine, in his sole discretion, which categories of payments are to be reduced or eliminated.     (c) Death of the Employee. This Agreement shall automatically terminate upon thedeath of the Employee.     (d) “Golden Parachute” Provision. Any payments made to the Employee pursuant to thisAgreement or otherwise are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k)and any regulations promulgated thereunder.     (e) Definition of “Change of Control”. A “Change of Control” shall mean any one ofthe following events: (i) the acquisition of ownership or power to vote more than 25% of the votingstock of Camco; (ii) the acquisition of the ability to control the election of a majority of thedirectors of Camco; (iii) during any period of two consecutive years, individuals who at thebeginning of such period constitute the Board of Directors of Camco, cease for any reason toconstitute at least a majority thereof; provided, however, that any individual whose election ornomination for election as a member of the Board of Directors of Camco was approved by a vote of atleast two-thirds of the directors then in office shall be considered to have continued to be amember of the Board of Directors of Camco; or (iv) the acquisition by any person or entity of“conclusive control” of Camco within the meaning of 12 C.F.R. §574.4(a), or the acquisition by anyperson or entity of “rebuttable control” within the meaning of 12 C.F.R. §574.4(b) that has notbeen rebutted in accordance with 12 C.F.R. §574.4(c). For purposes of this paragraph, the term“person” refers to an individual or corporation, partnership, trust, association, or otherorganization, but does not include the Employee and any person or persons with whom the Employee is“acting in concert” within the meaning of 12 C.F.R. Part 574. The occurrence of any of theforegoing events with respect to the Bank shall not constitute a Change of Control for purposes ofthis Agreement.
 

 
     3. Confidential Information. The Employee acknowledges that during his employment hewill learn and have access to confidential information regarding Camco and its customers andbusinesses. The Employee agrees and covenants not to disclose or use for his own benefit, or thebenefit of any other person or entity, any confidential information, unless or until Camco consentsto such disclosure or use or such information becomes common knowledge in the industry or isotherwise legally in the public domain. The Employee shall not knowingly disclose or reveal to anyunauthorized person any confidential information relating to Camco, its parent, subsidiaries oraffiliates, or to any of the businesses operated by them, and the Employee confirms that suchinformation constitutes the exclusive property of Camco. The Employee shall not otherwiseknowingly act or conduct himself (a) to the material detriment of Camco, its subsidiaries, oraffiliates, or (b) in a manner which is inimical or contrary to the interests of Camco.     4. Nonassignability. Neither this Agreement nor any right or interest hereunder shallbe assignable by the Employee, his beneficiaries or his legal representatives without Camco’s priorwritten consent; provided, however, that nothing in this Section 4 shall preclude (a) the Employeefrom designating a beneficiary to receive any benefits payable hereunder upon his death, or (b) theexecutors, administrators, or other legal representatives of the Employee or his estate fromassigning any rights hereunder to the person or persons entitled thereto.     5. No Attachment. Except as required by law, no right to receive payment under thisAgreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance,charge, pledge or hypothecation or to execution, attachment, levy, or similar process of assignmentby operation of law, and any attempt, voluntary or involuntary, to effect any such action shall benull, void and of no effect.     6. Binding Agreement. This Agreement shall be binding upon, and inure to the benefitof, the Employee and Camco and their respective permitted successors and assigns.     7. Amendment of Agreement. This Agreement may not be modified or amended, except byan instrument in writing signed by the parties hereto.     8. Waiver. No term or condition of this Agreement shall be deemed to have beenwaived, nor shall there be an estoppel against the enforcement of any provision of this Agreement,except by written instrument of the party charged with such waiver or estoppel. No such writtenwaiver shall be deemed a continuing waiver, unless specifically stated therein, and each waivershall operate only as to the specific term or condition waived and shall not constitute a waiver ofsuch term or condition for the future or as to any act other than the act specifically waived.     9. Severability. If, for any reason, any provision of this Agreement is held invalid,such invalidity shall not affect the other provisions of this Agreement not held so invalid, andeach such other provision shall, to the full extent consistent with applicable law, continue infull force and effect.     10. Headings. The headings of the paragraphs herein are included solely forconvenience of reference and shall not control the meaning or interpretation of any of theprovisions of this Agreement.     11. Governing Law; Regulatory Authority. This Agreement has been executed anddelivered in the State of Ohio and its validity, interpretation, performance and enforcement shallbe governed by the laws of the State of Ohio, except to the extent that federal law is governing.If this Agreement conflicts with any applicable federal law as now or hereafter in effect, thenfederal law shall govern.     12. Effect of Prior Agreements. This Agreement contains the entire understandingbetween the parties hereto and supersedes any prior employment agreement between Camco or anypredecessor of Camco and the Employee.     13. 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 Camco:Camco Financial Corporation