EX-10.11 Employment Agreement



 






Exhibit 10.11




EMPLOYMENT AGREEMENT




     THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this
2nd day of May, 2005, by and
among Ohio Legacy Corp, an Ohio corporation (the “Bancorp”), Ohio Legacy Bank, N.A., a national
banking association (the “Company”) and Mike Kramer (the “Executive”) and shall become effective on
May 2, 2005 (the “Effective Date”).



     In consideration of the mutual promises contained herein and other good and valuable
consideration, the Executive and the Company have entered into this Agreement.



     1.      Employment and Duties.



               (a)      The Company agrees to employ the Executive and the Executive agrees to be employed by the
Company as the Company’s Executive Vice President. The Executive shall hold such other offices as
the Board of Directors of the Company (the “Board”) shall determine from time to time.



               (b)      The Executive agrees to perform such duties as may be assigned by the Board, to devote all
of his working time to the business of the Company, and to use his best efforts to advance the
interests of the Company and its shareholders including, without limitation, the performance by the
Executive of all necessary and reasonable services not inconsistent with his position of Executive
Vice President.



               (c)      If elected, the Executive also agrees to serve as a member of the board without additional
compensation for such services



     2.      Term. The Company’s employment of the Executive shall commence on the Effective
Date and expire on December 31 of each year, unless renewed or earlier terminated according to the
provisions of this Agreement. Unless earlier terminated in accordance with this Agreement, this
Agreement shall be automatically renewed for successive one (1) year periods unless and until
either party shall have given the other at least sixty (60) days written notice prior to the
expiration date of the term (or renewal term, if applicable) of this Agreement. The Executive’s
obligations and the Company’s rights under Section 6, 7, 8, 9 and 10 hereof shall survive the
expiration of the term (including all renewal terms of this Agreement).



     3.      Compensation.



               (a)      The Executive’s annual base salary (“Base Salary”) during the term of this Agreement shall
be as determined by the Board of Directors on a yearly basis, payable in accordance with the
Company’s standard payroll practices in effect for all employees. The Board, in its sole
discretion, may from time to time increase, but not decrease, the amount of Executive’s Base
Salary.



 









 





               (b)      Nothing herein shall be deemed to preclude the Company from paying the Executive,
in addition to his Base Salary, any bonuses (“Bonus”) as may be awarded from time to time by the
Board in its sole discretion.



               (c)      The Company will reimburse the Executive for all reasonable business expenses incurred by
him in the course of performing his duties under this Agreement that are consistent with the
Company’s policies in effect from time to time with respect to travel, entertainment and other
business expenses.



     4.      Benefits. During the term of this Agreement, the Executive and his eligible
dependents shall be entitled to participate in employee benefit plans generally afforded by the
Company to its executive employees from time to time.



     5.      Disability or Death; Resignation; Termination for Cause; Other Terminations.



               (a)      Death. In the event of the Executive’s death, this Agreement and the Executive’s
employment shall terminate upon such date of death, except that Executive’s estate shall be
entitled to receive the unpaid portion of Executive’s Base Salary earned up to the date of his
death; and the Executive’s designated beneficiary (or, in the absence of a designated beneficiary,
the Executive’s estate) shall be entitled to receive all benefits payable as a result of the
Executive’s death under the terms of the Company’s employee benefit plans.



               (b)      Disability.



                           (1)      Short-Term. In the event of the Executive’s failure to substantially perform his
duties hereunder on a full-time basis for periods aggregating not more than one hundred eighty
(180) days during any twelve-month period as a result of incapacity due to physical or mental
illness, the Company shall continue to pay the Base Salary to the Executive during the period of
such incapacity, but only in the amounts and to the extent that disability benefits payable to the
Executive under Company-sponsored insurance policies are less than the Executive’s Base Salary.



                           (2)      Long-Term. If the Executive is incapacitated for a period of one hundred eighty
(180) consecutive days so that he cannot perform his duties hereunder on a full-time basis, the
Executive’s employment will terminate upon the expiration of such one hundred eighty (180) day
period, and the Executive shall be entitled to receive all benefits payable to the Executive as a
result of such termination under the terms of the Company’s employee benefit plans.
Notwithstanding the foregoing, the Executive’s obligations and the Company’s rights under Sections
6, 7, 8, 9 and 10 shall survive the termination of this Agreement.



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               (c)      Termination by the Executive.



                           (1)      Resignation. If the Executive’s employment is terminated by reason of Executive’s
voluntary resignation, all of the Company’s obligations hereunder shall terminate upon the date the
Executive ceases to be employed as a result of such resignation. Notwithstanding the foregoing,
the Executive’s obligations and the Company’s rights under Sections 6, 7, 8, 9 and 10 shall survive
the termination of this Agreement, and the Executive shall be entitled to receive the unpaid
portion of the Executive’s Base Salary earned up to the date of such termination and all benefits
payable to the Executive as a result of such termination under the terms of the Company’s employee
benefit plans.



                           (2)      Termination for Good Reason. The Executive may terminate this Agreement by giving
a written notice of termination not less than thirty (30) days prior to the effective date of such
termination for “Good Reason.” As used herein, “Good Reason” means a diminution in the Executive’s
duties or material breach (“Material Breach”) of this Agreement by the Company or Bancorp, or
“Change in Control.” The term “Change of Control” means a change in ownership or control of either
Bancorp or the Company effected through any of the following transactions:



            (i)      the direct or indirect acquisition by any person or related group
of persons, other than by the Bancorp or the Company or a person that
directly or indirectly controls, is controlled by, or is under common
control with, Bancorp or the Company immediately prior to such acquisition,
of beneficial ownership (within the meaning of Rule 13d-3 of the Securities
and Exchange Act of 1934, as amended) of securities possessing more than 50
percent of the total combined voting power of Bancorp’s or the Company’s
outstanding securities, whether effectuated pursuant to a tender or exchange
offer made directly to Bancorp’s or the Company’s shareholders or pursuant
to another transaction;



            (ii)      a change in the composition of the board of directors of Bancorp
or the Company over a period of 36 or fewer consecutive months such that a
majority of such respective board members (rounded up to the next whole
number) ceases, by reason of one or more contested elections for such
respective board membership, to be comprised of individuals who either (i)
have been board members continuously since the beginning of such period or
(ii) have been elected or nominated for election as board members during
such period by at least a majority of the board members described in clause
(i) who were still in office at the time such election or nomination was
approved by the board; or



            (iii)      the completion of a transaction requiring shareholder approval
for the acquisition of all or substantially all of the stock or assets of
Bancorp or the Company by an entity other than Bancorp or the Company or any
merger of Bancorp or the Company into another entity in which neither
Bancorp nor the Company is the surviving entity.



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               Upon the Executive’s termination for Good Reason, the Company shall pay the Executive
in a single lump sum severance pay in the amount equal to the product of (a) 2.99 if the employment
is terminated pursuant to a Change in Control, or 1.00 if the employment is terminated pursuant to
a Material Breach and (b) the sum of (i) the Executive’s Base Salary in effect for the year of
termination and (ii) the Bonus awarded to the Executive for the Company’s most recently completed
fiscal year. All stock options previously awarded to he Executive, whether vested or unvested,
shall become immediately exercisable. In addition, upon a termination for Good Reason, the
Company, to the extent permitted by applicable law, shall permit the Executive to continue to
participate in its group health insurance plan for a period of one year from the date of
termination. Notwithstanding the foregoing, the Executive’s obligations and the Company’s rights
under Sections 6, 7, 8, 9 and 10 shall survive the termination of this Agreement, and the Executive shall be entitled to
receive all benefits payable to the Executive as a result of such termination under the terms of
the Company’s employee benefit plans.



               (d)      Termination for Cause. If the Company terminates the Executive’s employment for
cause (as defined below), all of the Company’s obligations hereunder shall immediately terminate.
As used herein, “for cause” shall mean (i) willful misconduct by the Executive in the performance
of his duties, or (ii) gross negligence by the Executive in the performance of his duties, or (iii)
the Executive’s indictment or conviction for committing a crime, or (iv) the Executive’s commission
of an act of moral turpitude, or (v) the continued failure of and/or refusal shall not be cured
within fifteen (15) days following receipt by the Executive of written notice from the Board
specifying the factors or events constituting such failure and/or refusal and affording the
Executive an opportunity within such fifteen (15) day period for the Executive to correct such
deficiencies; or (vi) receipt of notice by the Office of the Comptroller of the Currency that
Executive is not properly fulfilling his duties. Notwithstanding the termination of this Agreement
pursuant to this Section 5(d), the Executive’s obligations and the Company’s rights under Sections
6, 7, 8, 9 and 10 shall survive this termination of this Agreement.



               (e)      Termination Without Cause. The Company may terminate the Executive’s employment
at any time without cause pursuant to written notice at least thirty (30) days in advance of such
termination date. If the Executive’s employment terminates pursuant to this Section 5(e), both the
Company’s and the Executive’s obligations hereunder shall immediately terminate. Notwithstanding
the foregoing, the Company shall pay the Executive severance pay in the amount of Executive’s Base
Salary in effect for the year of termination, payable in a single lump sum installment within
thirty (30) days following the date of termination. The Executive’s termination date, and the
Executive’s obligations and the Company’s rights under Sections 6, 7, 8, 9, 10 and 11 shall survive
the termination of this Agreement.



     6.      Nonsolicitation. The Executive agrees that he shall not at any time
(whether during or for a period of one (1) year after the Executive’s termination of employment
with the Company), without the prior written consent of the Company, either directly or indirectly
(i) solicit (or attempt to solicit), induce (or attempt to induce), cause or facilitate any
employee, director, agent, consultant, independent contractor, representative or associate of the
Company or the Company’s Affiliates to terminate his, her or its relationship with the Company or
the Company’s Affiliates, or (ii) solicit (or attempt to solicit), induce (or attempt to induce),
cause or facilitate any supplier of services or products to the Company or the



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Company’s Affiliates to terminate or change his, her or its relationship with the Company or the Company’s Affiliates,
or otherwise interfere with any relationship between the Company or the Company’s Affiliates and
any of the Company’s or the Company’s Affiliates’ suppliers of products or services.



     7.      Nondisclosure. The Executive agrees that he shall not at any time (whether during
or for a period of one (1) year after the termination of his employment with the Company) directly
or indirectly copy, disseminate or use, for the Executive’s personal benefit or the benefit of any
third party, any Confidential Information, regardless of how such Confidential Information may have
been acquired, except for the disclosure of such Confidential Information as may be (i) in keeping
with the performance of the Executive’s employment duties with the Company, (ii) as required by
law, or (iii) as authorized in writing by the Company. For purposes of this Agreement, the term
“Confidential Information” shall mean all information or knowledge belonging to, used by, or which
is in the possession of the Company or the Company’s Affiliates relating to the Company’s or the
Company’s Affiliates’ business, business plans, strategies, pricing, sales methods, customers
(including, without limitation, the names, addresses or telephone numbers of such customers),
technology, programs, finances, costs, employees (including, without limitation, the names,
addresses or telephone numbers of any employees), employee compensation rates or policies,
marketing plans, development plans, computer programs, computer systems, inventions, developments,
trade secrets, know how or confidences of the Company or the Company’s Affiliates or the Company’s
or the Company’s Affiliates’ business, without regard to whether any of such Confidential Information may be deemed confidential or material
to any third party, and the Company and the Executive hereby stipulate to the confidentiality and
materiality of all such Confidential Information. The Executive acknowledges that all of the
Confidential Information is and shall continue to be the exclusive proprietary property of the
Company and/or the Company’s Affiliates, whether or not prepared in whole or in part by the
Executive and whether or not disclosed to or entrusted to the custody of the Executive. The
Executive agrees that upon the termination of the Executive’s employment with the Company for any
reason, the Executive will return promptly to the Company and/or the Company’s affiliates all
memoranda, notes, records, reports, manuals, pricing lists, prints and other documents (and all
copies thereof) relating to the Company’s and/or the Company’s Affiliates’ business which he may
then possess or have with the Executive’s control, regardless of whether any such documents
constitute Confidential Information. The Executive further agrees that he shall forward to the
Company all Confidential Information which at any time (including after the period of his
employment with the Company) should come into the Executive’s possession or the possession of any
other person, firm or entity with which the Executive is affiliated in any capacity.



     8.      No Slander. The Executive agrees not to in any way slander or injure the business
reputation or goodwill of the Company or the Company’s Affiliates through any contact with
customers, vendors, suppliers, employees or agents of the Company or the Company’s Affiliates, or
in any other way.



     9.      Inventions and Patents. The Executive agrees that all inventions,
innovations, improvements, developments, methods, designs, analyses, drawings, reports, and all
similar or related information which relates to the Company’s or the Company’s Affiliates’ actual
or anticipated business, research and development or existing or future products or services and
which are conceived, developed



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or made by the Executive while employed by the Company or its predecessor (all of the foregoing being referred to herein as “Work Product”) belong to the Company
and the Company’s Affiliates. The Executive shall perform all actions reasonably requested by the
Company (whether during or after the employment period) to establish and confirm such ownership of
Work Product (including, without limitation, assignments, consents, powers of attorney and other
instruments).



     10.     Remedies.



                (a)      Enforcement. The Executive acknowledges that the restrictions contained in
Sections 6, 7, 8, 9 and 10 are reasonable and necessary to protect the legitimate interests of the
Company and the Company’s Affiliates. If the Executive breaches any of the provisions of Sections
6, 7, 8 and 9 hereof, the Company and/or the Company’s Affiliates shall have the right to
specifically enforce the Agreement by means of an injunction, it being acknowledged by the
Executive and agreed upon by the parties that any such breach will cause irreparable injury to the
Company and/or the Company’s Affiliates for which money damages alone will not provide an adequate
remedy. The rights and remedies enumerated above shall be in addition to, and not in lieu of, any
other rights and remedies available to the Company at law or in equity.



                (b)      Partial Invalidity. In the event any of the covenants contained in Sections 6, 7,
8, 9 and 10 or any portion thereof, shall be found by a court of competent jurisdiction to be
invalid or unenforceable as against public policy or for any other reason, such court shall
exercise its discretion to reform such covenant to the end that the Executive shall be subject to
noncompetition, nonsolicitation and nondisclosure covenants that are reasonable under the
circumstances and are enforceable by the Company and/or the Company’s affiliates. In any event, if
any provision of this Agreement is found unenforceable for any reason, such provision shall remain
in force and effect to the maximum extent allowable and all unaffected provisions shall remain
fully valid and enforceable and such finding shall in no way affect the enforceability of any such
provision at a subsequent date against a different employee.



     11.      Enforceability. The unenforceability or invalidity of any provision of this
Agreement shall not affect the enforceability or validity of the balance of the Agreement. In the
event that any such provision should be or becomes invalid for any reason, such provision shall
remain effective to the maximum extent permissible, and the parties shall consult and agree on a
legally acceptable modification giving effect to the commercial objectives of the unenforceable or
invalid provision, and every other provision of this Agreement shall remain in full force and
effect.



     12.      Binding Effect. This Agreement shall inure to the benefit of, and be enforceable
by, the parties’ successors, representatives, executors, administrators or assignees.



     13.      Notices. All notices, requests, demands and other communications made or
given in connection with this Agreement shall be in writing and shall be deemed to have been duly
given (a) if delivered, at the time delivered or (b) if mailed, at the time mailed at any general
or branch United States



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Post Office enclosed in a registered or certified postage paid envelope, or (c) if couriered, one day after deposit with a national overnight courier, addressed to the address
of the respective parties as follows:



	 	 	 	 	 
	

	 	To the Company:
	 	Ohio Legacy Bank
	

	 	 	 	305 West Liberty Street
	

	 	 	 	Wooster, OH 44691
	

	 	 	 	Attn: Secretary
	 
	 	 	 	 
	

	 	With a Copy to:
	 	Daniel H. Plumly, Esq.
	

	 	 	 	Critchfield, Critchfield & Johnston, Ltd.
	

	 	 	 	225 N. Market Street
	

	 	 	 	P. O. Box 599
	

	 	 	 	Wooster, OH 44691-0599
	 
	 	 	 	 
	

	 	To the Executive:
	 	Mike Kramer
__________________
__________________






or to such other addresses as the party to whom notice is to be given may have previously furnished
to the other party in writing in the manner set forth above, provided that notices of changes of
address shall only be effective upon receipt.



     14.      Entire Agreement. This Agreement constitutes the entire agreement of the parties
hereto relating to the subject matter hereof, and there are no written or oral terms or
representations made by either party other than those contained herein. This Agreement supersedes
and replaces any and all employment agreement and agreements providing for payments for services
between the Executive and the Company or any of the Company’s Affiliates, all of which are
terminated upon the Executive’s execution of this Agreement.



     15.      Governing Law. The validity, interpretation, construction, performance and
enforcement of this Agreement shall be governed by the laws of the State of Ohio, without regard to
principles of conflicts of laws. The Company and the Executive hereby irrevocably submit to the
jurisdiction of the courts of the State of Ohio, with venue in Wayne County, over any dispute
arising out of this Agreement and agree that all claims in respect of such dispute or proceeding
shall be heard and determined in such court. The Company and the Executive hereby irrevocably
waive, to the fullest extent permitted by applicable law, any objection which they may have to the
venue of any such dispute brought in such court or any defense of inconvenient forum for the
maintenance of such dispute. The Company and the Executive hereby consent to process being served
by them as required by law in any suit, action or proceeding.



     16.      Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.



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     Executed the day and year first written above.



	 	 	 	 	 	 	 
	 	 	OHIO LEGACY CORP  
	 
	 	 	 	 	 	 
	/s/ MIKE KRAMER

	 	By:
	 	/s/ L. DWIGHT DOUCE	 	 
	 

	 	 	 	 	 	 
	MIKE KRAMER

	 	Title:
	 	President/CEO	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OHIO LEGACY BANK, N.A.
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ L. DWIGHT DOUCE	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	President/CEO	 	 
	

	 	 	 	 	 	 







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