exv10w1






EXHIBIT 10.1




EMPLOYMENT AGREEMENT




        This Employment Agreement (this “Agreement”) is made by and between The Croghan Colonial Bank
(the “Bank”) and Rick M. Robertson (the “Executive”) effective as of this 9th day of November, 2010
(the “Effective Date”).



        WHEREAS, the Bank desires to employ the Executive and to enter into an agreement embodying the
terms of such employment; and



        WHEREAS, the Executive desires to accept such employment and enter into such an agreement;



        NOW, THEREFORE, in consideration of the mutual covenants herein contained and other valuable
consideration, the receipt and adequacy of which are agreed to by the parties, the Bank and the
Executive hereby mutually agree as follows:




	1.	 	Employment. The Executive shall be employed by the Bank for an initial term that began on
August 30, 2010 and ends on the third anniversary thereof; provided, however, that beginning
on August 30, 2011 and each day thereafter, the term shall be automatically extended for one
additional day unless the Bank or the Executive provides the other party not less than 90 days
prior written notice that the term shall not be so extended, such that the then-current term
shall always be two years. The initial term, plus any extension thereof, shall be the term
(hereinafter referred to as the “Term”). This Section 1 is not meant to create and does not
create a guarantee of employment to the Executive. 

	 
	2.	 	Position and Duties.







	 	(a)	 	The Executive shall serve as the President and Chief Executive Officer of the
Bank. In such capacity, the Executive shall have the customary responsibilities and
authority associated with such positions and such other duties as may from time to time
be assigned by the Board of Directors of the Bank (the “Board”). The Executive shall
devote the Executive’s full business time and attention to the performance of the
duties hereunder. Except as modified herein, the Executive’s employment shall be
subject to all rules and regulations applicable to employees of the Bank as those rules
and regulations may be altered or amended from time to time. The Executive shall be
evaluated annually by a committee of the Board.

	 
	 	(b)	 	If elected or appointed thereto, and only for the duration of such elected term
or appointment, the Executive shall serve as a director of the Bank and/or any of its
Affiliates, and/or in one or more executive offices of any Affiliate, in addition to
the duties described in Section 2(a). Upon termination of the Executive’s employment
hereunder for any reason, the Executive shall cease to hold any position as an officer
or director (or any other similar position) of any Affiliate and shall resign from all
positions as an officer or director (or any other similar





 









 












	 		 	position) in all corporations, partnerships, limited liability companies or other
entities for which the Executive is serving, at the Bank’s request, as an officer or
director (or in such other similar position).

	 
	 	(c)	 	During the Term, the Executive shall be based in Fremont, Ohio.

	 
	 	(d)	 	For purposes of this Agreement, an “Affiliate” shall mean any corporation
(including any non-profit corporation), general or limited partnership, limited
liability company, joint venture, trust, association or organization which is, directly
or indirectly, controlled by, or under common control with, the Bank or Croghan
Bancshares, Inc. (“Croghan”).







	3.	 	Compensation.







	 	(a)	 	Base Salary. During the Term, the Executive shall receive an annual
base salary of $230,000, payable in accordance with the Bank’s normal payroll
practices. The Executive’s base salary may be adjusted in accordance with the salary
administration program currently in effect for all Bank employees. The annual base
salary, together with any adjustment, shall be the Executive’s “Base Salary”.

	 
	 	(b)	 	Bonus. Each calendar year during the Term, the Executive may be
eligible for an incentive bonus payment (“Bonus”). For the period ending on December
31, 2010, the Board, in its sole discretion, may elect to pay a Bonus to the Executive.
For any period beginning after December 31, 2010, the Executive’s may receive a Bonus
equal to between 5% and 20% of the Executive’s Base Salary based on the satisfaction or
attainment of mutually acceptable performance goals and objectives, and such other
terms and conditions as the Board, in its sole discretion, may provide. Unless another
date is specified by the Board, payment of the Bonus shall be made in cash by no later
than March 15th of the calendar year following the calendar year for which such Bonus
is payable.

	 
	 	(c)	 	Additional Compensation. During the Term, the Bank shall pay the
Executive a monthly car allowance of $175.00 in accordance with the Bank’s normal
payroll practices. In lieu of a car allowance, the Executive may elect to be
reimbursed for the business-related use of the Executive’s personal automobile in
accordance with the Bank’s mileage reimbursement policy.

	 
	 	(d)	 	Relocation Expenses. During the Term, the Bank shall reimburse the
Executive for the reasonable and appropriate relocation expenses incurred by the
Executive in connection with the Executive’s relocation from McKinney, Texas to the
Fremont, Ohio metropolitan area in an amount not to exceed $42,500. Such relocation
expenses shall include, without limitation, the costs of airfare and other travel
expenses for the Executive and the Executive’s spouse, temporary lodging and hotel
expenses, household moving expenses and similar expenses. Reimbursement shall be
subject to provision of documentation of such expenses and in accordance with the
existing policies and procedures of the Bank pertaining to reimbursement of such
expenses to executives.





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	 	(e)	 	Equity. During the Term, the Board, in its sole discretion, may elect
to provide the Executive with additional equity compensation.







	4.	 	Benefits. During the Term:







	 	(a)	 	Benefits. The Executive shall be entitled to participate in the
employee benefit plans, programs and arrangements of the Bank, now existing or
hereafter adopted, which are applicable to the senior officers of the Bank, subject to
and on a basis consistent with the terms, conditions and overall administration
thereof. Notwithstanding any provision contained in this Agreement, the Bank may
discontinue or terminate at any time any employee benefit plan, program or arrangement
described in this Section 4(a), now existing or hereafter adopted, to the extent
permitted by the terms of such plan, program or arrangement and shall not be required
to compensate the Executive for such discontinuance or termination. Termination or
discontinuance of any such plan, policy or program shall not give the Executive Good
Reason (as defined below) to terminate the Term and the Executive’s employment
hereunder.

	 
	 	(b)	 	Expenses. The Bank shall reimburse the Executive for all reasonable
travel and other business expenses incurred by the Executive in the performance of the
duties hereunder in accordance with the Bank’s expense reimbursement policy.

	 
	 	(c)	 	Club Memberships. The Bank shall pay or reimburse the Executive for
all reasonable initiation fees, assessments and periodic membership dues in connection
with establishing: (i) a social membership in the Catawba Island Club; (ii) a full
membership at the Fremont Country Club; and (iii) a membership in an appropriate
service organization.

	 
	 	(d)	 	Vacation. Each year during the Term and notwithstanding any other
provision in the Bank’s employee handbook, the Executive shall be entitled to four
weeks of paid vacation; provided, however, that for the period ending December 31,
2010, the Executive shall be entitled to five days of paid vacation.







	5.	 	Termination.







	 	(a)	 	Circumstances. The Executive’s employment hereunder may be terminated
under the following circumstances:







	 	(i)	 	Automatically, in the event of the Executive’s death;

	 
	 	(ii)	 	By the Bank, upon 30 days prior written notice, in the event of
the Executive’s Disability (as defined below);

	 
	 	(iii)	 	By the Bank, at any time, with or without Cause (as defined
below);

	 
	 	(iv)	 	By the Executive for Good Reason (as defined below);





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	 	(v)	 	By the Executive, upon 90 days prior written notice, without
Good Reason; provided, however, that if the Executive’s termination also
constitutes a Retirement (as defined below), the Executive shall make a good
faith effort to provide one year prior written notice; and

	 
	 	(vi)	 	Automatically, upon expiration of the Term.







	 	 	 	Any notice of termination required to be provided by Section 5(a) shall indicate the
specific provision relied upon and set forth, in reasonable detail, the facts and
circumstances claimed to provide a basis for termination.

	 
	 	(b)	 	Definitions. For purposes of this Agreement:







	 	(i)	 	Cause: The Board shall have “Cause” to terminate this
Agreement and the Executive’s employment hereunder due to: (A) the Executive’s
continued failure substantially to perform the Executive’s assigned duties
(other than as a result of total or partial incapacity due to physical or
mental illness); (B) the Executive’s engagement in conduct detrimental to the
interests of the Bank or any Affiliate, including without limitation, fraud,
embezzlement, theft or dishonesty in the course of the Executive’s employment
with the Bank; (C) the Executive’s indictment for, charge with, arrest for,
conviction of, or plea of guilty or nolo contendere to, (1) a felony (including
a crime that was originally charged as a felony but reduced to a misdemeanor as
a result of a plea bargain with the charging authority), or (2) a crime other
than a felony, which involves moral turpitude or a breach of trust or fiduciary
duty owed to the Bank or any Affiliate; or (D) the Executive’s disclosure of
trade secrets or confidential information of the Bank or any Affiliate or
breach of any policy of the Bank or any Affiliate that applies to the Executive
or any agreement with the Bank or any Affiliate in respect of confidentiality,
nondisclosure, non-competition or otherwise.

	 
	 	(ii)	 	Disability: The Executive shall be “Disabled” if the
Executive is unable to perform the essential functions of the Executive’s
duties on a full-time basis, even taking into account reasonable accommodation
required by law, for a total of six months during any 12-month period as a
result of incapacity due to any injury or to mental or physical illness which
is determined, by a physician selected by the Bank and acceptable to the
Executive or the Executive’s legal representative (such agreement as to
acceptability not to be withheld unreasonably), to be reasonably likely to
extend beyond the completion of the Term.

	 
	 	(iii)	 	Good Reason: The Executive shall have “Good Reason”
to terminate this Agreement and the Executive’s employment hereunder in the
event of any action or inaction that constitutes a material breach of this
Agreement by





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	 	 	 	the Bank or any successor that occurs without the consent of the Executive;
provided that: (A) the Executive provides notice of such condition to the
Bank within 30 days of the initial existence of the condition; (B) the Bank
does not remedy the condition within 30 days following receipt of such
notice (the “Cure Period”); and (C) the Executive terminates within ten days
following the end of the Cure Period.

	 
	 	(iv)	 	Retirement: The Executive shall be deemed to have
retired if the Executive terminates (other than for Cause) after attaining the
age of 64 and completing six consecutive years of service with the Bank.







	6.	 	Payments in Event of Termination. In the event of the termination of this Agreement and the
Executive’s employment hereunder, pursuant to Section 5, the Executive shall be entitled to
the following payments and benefits:







	 	(a)	 	Death: In the event of the Executive’s death, the Executive’s
beneficiary (as designated by the Executive in writing with the Bank prior to the
Executive’s death) or if no beneficiary is designated, the Executive’s estate, shall be
entitled to: (i) payment of any Base Salary and Bonus that is accrued but unpaid and
any expenses that are unreimbursed – all as of the date of death
– which shall be
paid within 30 days after the Executive’s death; and (ii) any rights and benefits (if
any) provided under plans and programs of the Bank, determined in accordance with the
applicable terms and provisions of such plans and programs (the payments described in
this Sections 6(a) are hereinafter collectively referred to as the “Accrued
Obligations”).

	 
	 	(b)	 	Disability: During any period that the Executive fails to perform the
Executive’s duties hereunder as a result of a Disability, the Executive shall continue
to receive the Executive’s Base Salary until the Executive’s employment is terminated
pursuant to Section 5(a)(ii); provided, however, that payments of Base Salary so made
to the Executive shall be reduced by the sum of the amounts, if any, that were payable
to the Executive at or before the time of any such payment under any disability benefit
plan of the Bank and that were not previously applied to reduce any payment of Base
Salary. In the event that the Bank elects to terminate the Executive’s employment due
to Disability, the Executive shall be entitled to payment of the Accrued Obligations as
described in Section 6(a). 

	 
	 	(c)	 	Termination for Cause or Without Good Reason. In the event that the
Executive is terminated for Cause or terminates without Good Reason, the Executive
shall be entitled only to payment of the Accrued Obligations as described in Section
6(a). 

	 
	 	(d)	 	Termination Without Cause or for Good Reason. In the event that the
Executive is terminated without Cause or terminates for Good Reason, the Executive
shall be entitled to:







	 	(i)	 	Payment of the Accrued Obligations as described in Section
6(a);





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	 	(ii)	 	Two times the Executive’s Base Salary as in effect on the
Executive’s date of termination, payable in a lump sum within 60 days after
such date; and

	 
	 	(iii)	 	Provided that the Executive properly elects COBRA coverage and
pays any applicable COBRA premiums, the Executive (and, if applicable, the
Executive’s spouse) shall be eligible to continue participating in any health
insurance plans maintained by the Bank during the applicable COBRA continuation
coverage period.







	 	(e)	 	Termination Following a Change in Control. If the Executive is
terminated without Cause within 24 months following a Change in Control, and in lieu of
any payment to which the Executive may be entitled pursuant to Section 6(d), the
Executive shall be entitled to:







	 	(i)	 	Payment of the Accrued Obligations as described in Section
6(a);

	 
	 	(ii)	 	Two times the Executive’s Base Salary as in effect on the
Executive’s date of termination payable in a lump sum within 60 days after such
date;

	 
	 	(iii)	 	7% of the amount described in Section 6(e)(ii), increased by
all federal, state and local income and employment taxes required to be
withheld on such amount, payable in a lump sum within 60 days after the
Executive’s date of termination;

	 
	 	(iv)	 	An amount equal to the Bonus the Executive would have received
in the year of termination as though the performance objectives were attained
at the “target” level; and

	 
	 	(v)	 	Provided that the Executive properly elects COBRA coverage and
pays any applicable COBRA premiums, the Executive (and, if applicable, the
Executive’s spouse) shall be eligible to continue participating in any health
insurance plans maintained by the Bank during the applicable COBRA continuation
coverage period.







	 	 	 	For purposes of this Agreement, a “Change in Control” shall occur on the date that
any person, or more than one person acting as a group:







	 	(A)	 	Acquires ownership of stock of the Bank or Croghan that,
together with stock held by such person or group, constitutes more than 50% of
the total fair market value or total voting power of the stock of the Bank or
Croghan; or

	 
	 	(B)	 	Acquires, within any 12 month period, assets from the Bank or
Croghan that have a total gross fair market value equal to or more than 50% of
the total gross fair market value of all of the assets of the Bank or Croghan immediately prior to such acquisition or acquisitions.





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	 	 	 	The foregoing definition of Change in Control shall be interpreted consistent with
the definition of “change in control event” as set forth in Section 409A of the Code
and Treasury Regulation §1.409A-3(j)(v).

	 
	 	(f)	 	Expiration of Term of Agreement. If the Term expires and it is not
extended by the parties, the Executive’s employment shall terminate at the end of such
term and the Executive shall be entitled to payment of the Accrued Obligations as
described in Section 6(a).

	 
	 	(g)	 	Treatment of Parachute Payments. Notwithstanding any other provision
herein or in any other plan or arrangement maintained by the Bank or any of its
Affiliates to the contrary, to the extent that the Bank determines that any payment or
distribution of any type to or for the benefit of the Executive by the Bank or any
Affiliate, whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise (collectively, the “Total Payments”) is or will be
subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of
1986 (the “Code”), or similar successor provision, the Total Payments shall be reduced
(but not below zero) to one dollar ($1.00) less than the amount which would cause the
Total Payments to be subject to the excise tax imposed under Section 4999 of the Code.
Any such reduction shall be made by first reducing cash severance payments. Unless the
Bank and the Executive otherwise agree in writing, the determination required under
this Section 6(g) shall be made in writing by the financial accountants of the Bank
whose determination shall be conclusive and binding upon the Bank and the Executive for
all purposes. The Bank and the Executive shall furnish to the accountants such
information and documents as the accountants may reasonably request in order to make a
determination under this Section 6(g).

	 
	 	(h)	 	Regulatory Limitations. If any amount otherwise payable to the
Executive pursuant to this Agreement are prohibited or limited by any statute,
regulation, order, consent decree or similar limitation in effect at the time the
payments would otherwise be paid, including, without limitation, the requirements of 12
U.S.C. §1828(k) (a “Limiting Rule”): (i) the Bank shall pay the maximum amount that may
be paid after applying the Limiting Rule; and (ii) shall use commercially reasonable
efforts to obtain the consent of the appropriate agency or body to pay any amounts that
cannot be paid due to the application of the Limiting Rule. The Executive agrees that
the Bank shall not have breached its obligations under this Agreement if it is not able
to pay all or some portion of any payment due to the Executive as a result of the
application of a Limiting Rule.

	 
	 	(i)	 	Clawback. Notwithstanding the foregoing, in the event that, following
the Executive’s termination (other than for Cause), it is later discovered that Cause
to terminate the Executive existed, the Executive shall forfeit any right to future
payments or benefits under this Agreement (other than payment of the Accrued
Obligations) and, at the discretion of the Board, shall repay any payments made





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	 	 	 	by the Bank to the Executive within 30 days following the determination by the Board
that Cause existed upon receipt of written notice of the same. The Executive agrees
that the Bank shall be entitled to recovery of its reasonable costs in enforcing any
right described in this Section 6(i).







	7.	 	Release. As a condition to receiving any payments pursuant to this Agreement, other than
payment of the Accrued Obligations, the Executive agrees to release the Bank, Croghan and all
of their Affiliates, employees and directors from any and all claims that the Executive may
have against the Bank or Croghan, and all of their Affiliates, employees and directors up to
and including the date the Executive signs a Waiver and Release of Claims (“Release”) in the
form provided by the Bank. Notwithstanding anything to the contrary in this Agreement, the
Executive acknowledges that the Executive is not entitled to receive, and shall not receive,
any payments pursuant to this Agreement (other than the Accrued Obligations) unless and until
the Executive provides the Bank with said Release prior to the first date that payment is to
be made or is to commence.

	 
	8.	 	Non-Competition; Non-Solicitation.







	 	(a)	 	The Executive agrees that during the Term and during the 24 month period
following the Executive’s date of termination, without the prior written consent of the
Board, the Executive shall not: (i) directly or indirectly, either for the Executive or
for or with any other person, partnership, corporation or company, own, manage,
control, participate in, consult with or render services for any bank or financial
institution located within a 100 mile radius of Fremont, Ohio; or (ii) solicit any
customer or employee of the Bank for any purpose, or induce any person who is at the
Executive’s date of termination or was during any of the 12 months preceding such date
an employee, officer or agent of the Bank or any current or future Affiliate to
terminate said relationship.

	 
	 	(b)	 	For purposes of this Agreement, the term “participate” includes any direct or
indirect interest in any enterprise, whether as an officer, director, employee,
consultant, partner, investor, sole proprietor, agent, member, representative,
independent contractor, executive, franchisor, franchisee, creditor, owner or
otherwise; provided, however, that the foregoing investment limitations shall not
include passive ownership of less than 1% of the stock of a publicly held corporation
whose stock is traded on a national securities exchange or in the over-the-counter
market, so long as the Executive has no active participation in the business of such
corporation.

	 
	 	(c)	 	The restrictions provided in this Section 8 shall be in addition to any
restrictions on competition or solicitation contained in any other agreement between
the Bank and the Executive and may be enforced by the Bank and/or any successor, by an
action to recover payments made under this Agreement, an action for injunction, and/or
an action for damages. The provisions of this Section 8 constitute an essential
element of this Agreement, without which the Bank would not have entered into this
Agreement. Notwithstanding any other remedy available to the





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	 	 	 	Bank at law or at equity, the parties hereto agree that the Bank or any successor
thereto, shall have the right, at any and all times, to seek injunctive relief in
order to enforce the terms and conditions of this Section 8.

	 
	 	(d)	 	If the scope of any restriction contained in this Section 8 is too broad to
permit enforcement of such restriction to its fullest extent, then such restriction
shall be enforced to the maximum extent permitted by law, and the Executive hereby
consents and agrees that such scope may be judicially modified accordingly in any
proceeding brought to enforce such restriction.







	9.	 	Nondisclosure of Proprietary Information.







	 	(a)	 	Except as required in the faithful performance of the Executive’s duties
hereunder or pursuant to Section 9(c), the Executive shall, during the Term and
thereafter, maintain in confidence and shall not directly or indirectly use,
disseminate, disclose, or publish, or use for the Executive’s benefit or the benefit of
any person, firm, corporation, or other entity any confidential or proprietary
information or trade secrets of or relating to the Bank, including, without limitation,
information with respect to the Bank’s operations, processes, products, inventions,
business practices, finances, principals, vendors, suppliers, customers, potential
customers, marketing methods, costs, prices, contractual relationships, regulatory
sums, compensation paid to employees or other terms of employment, or deliver to any
person, firm, corporation or other entity any document, record, notebook, computer
program, or similar repository of or containing any such confidential or proprietary
information or trade secrets. The parties hereby stipulate and agree that as between
them the foregoing matters are important, material, confidential, and proprietary
information and trade secrets and affect the successful conduct of the business of the
Bank.

	 
	 	(b)	 	Upon termination of the Executive for any reason, including by reason of death
or Disability, the Executive shall promptly deliver to the Bank all correspondence,
drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals,
financial documents, or any other documents which either concern the Bank’s customers,
business plans, marketing strategies, products, or processes, or which contain
proprietary information or trade secrets of the Bank.

	 
	 	(c)	 	Nothing in the foregoing shall be construed as prohibiting the Executive from
responding to a lawful and valid subpoena or other legal process seeking any of the
information or material referred to in Sections 9(a) or 9(b), provided that the
Executive but shall give the Bank the earliest possible notice thereof, and shall, as
much in advance of the return date as possible, make available to the Bank and its
counsel the documents and other information sought and shall assist such counsel in
resisting or otherwise responding to such subpoena or process.







	10.	 	Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
Bank, the Executive, and their respective successors, assigns, personnel and legal
representatives, executors, administrators, heirs, distributes, devisees, and legatees, as





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	 	 	applicable; provided, however, that the Executive acknowledges that this Agreement is a
personal services contract and is therefore not assignable by Executive. Furthermore, the
Bank shall require, as part of any Change in Control that the entity with which the Bank
engages in the Change in Control assumes all liability for the severance payments and
benefits to be made and/or provided to the Executive under this Agreement.

	 
	11.	 	Governing Law. This Agreement shall be governed, construed, interpreted, and enforced in
accordance with the laws of the State of Ohio, excluding any conflicts of laws principles.

	 
	12.	 	Validity. The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

	 
	13.	 	Notices. Any notice, request, claim, demand, document, or other communication hereunder to
any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and
delivered personally or sent by fax, electronic mail, or certified or registered mail, postage
prepaid, as follows:





If to the Bank:

Attn: Human Resources Manager

The Croghan Colonial Bank

323 Croghan Street

Fremont, OH 43420



If to the Executive, at the last address on file with the Bank.





	14.	 	Taxes. Anything in this Agreement to the contrary notwithstanding, all payments and benefits
required to be made or provided hereunder by the Bank to the Executive shall be subject to
withholding of such amounts relating to taxes as the Bank may reasonably determine that it
should withhold pursuant to any applicable law or regulations.

	 
	15.	 	Counterparts. This Agreement may be executed in several counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same
agreement, which shall be sufficiently evidenced by any one of such original counterparts.

	 
	16.	 	Scope of Agreement. The terms of this Agreement are intended by the parties to constitute the
final expression of their agreement with respect to the employment of the Executive by the
Bank and may not be contradicted by evidence of any prior or contemporaneous agreement. The
parties further intend that this Agreement shall constitute the complete and exclusive
statement of its terms and that no extrinsic evidence whatsoever may be introduced in any
judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

	 
	17.	 	Amendments and Waiver. This Agreement may not be modified, amended, or terminated except by
an instrument in writing, signed by the Executive and by a member





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		 	of the Board acting under the express authority of the Board. No right or power under this
Agreement, including but not limited to any right of termination by either party under this
Agreement, shall be waived except by an instrument in writing, signed by the party whose
right or power is thereby being waived. No such waiver shall operate as a waiver of, or
estoppel with respect to, any other or subsequent failure. No failure to exercise and no
delay in exercising any right, remedy, or power hereunder shall preclude any other or
further exercise of such or any other right, remedy, or power provided herein or by law or
in equity.

	 
	18.	 	No Inconsistent Actions. The parties hereto shall not voluntarily undertake or fail to
undertake any action or course of action inconsistent with the provisions or essential intent
of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and
reasonable manner with respect to the interpretation and application of the provisions of this
Agreement.

	 
	19.	 	Arbitration. Any dispute or controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in
accordance with the rules of the American Arbitration Association then in effect. The
arbitration shall be held at a location mutually agreed to by the parties. If no agreement
can be reached, then the arbitration shall be held in Toledo, Ohio at a location designated by
the arbitration chairperson. The Bank shall be entitled to pick one arbitrator and Executive
shall pick an arbitrator. The two arbitrators so chosen shall submit names for a third
arbitrator to Bank and Executive. The third arbitrator chosen shall serve as chairperson.
Following the selection of arbitrators, a time for arbitration mutually convenient to all
parties shall be chosen. Judgment may be entered on the arbitrator’s award in any court
having jurisdiction; provided, however, that the Bank shall be entitled to seek a restraining
order or injunction in any court of competent jurisdiction to prevent any continuation of any
violation of the provisions of Sections 8 or 9 of this Agreement and the Executive hereby
consents that such restraining order or injunction may be granted without the necessity of the
Bank’s posting any bond; and provided further that the Executive shall be entitled to seek
specific performance of the Executive’s right to be paid until the Executive’s date of
termination during the pendency of any dispute or controversy arising under or in connection
with this Agreement. The fees and expenses of the arbitrators shall be borne equally by the
parties.

	 
	20.	 	Survival. The expiration or termination of the Term shall not impair the rights or
obligations of any party hereto which shall have accrued hereunder prior to such expiration.

	 
	21.	 	Coordination of Benefits. The payments required by Sections 6(d) and (e) shall be in lieu of
any payments to which the Executive would otherwise be entitled under the Bank’s general
severance policy pertaining to reductions in force.

	 
	22.	 	Compliance with Section 409A of the Code.







	 	(a)	 	Notwithstanding anything in this Agreement to the contrary, any reimbursements
or in-kind benefits provided under this Agreement shall be made or provided in





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	 	 	 	accordance with the requirements of Section 409A of the Code, including, where
applicable, the requirements that: (i) any reimbursement is for expenses incurred
during the period of time specified in this Agreement, (ii) the amount of expenses
eligible for reimbursement, or in-kind benefits provided, during any taxable year of
the Executive may not affect the expenses eligible for reimbursement, or in-kind
benefits to be provided, in any other taxable year of the Executive, (iii) the
reimbursement of an eligible expense shall be made no later than the last day of the
Executive’s taxable year following the year in which the expense is incurred, and
(iv) the right to reimbursement or in-kind benefits is not subject to liquidation or
exchange for another benefit.

	 
	 	(b)	 	Notwithstanding anything in this Agreement to the contrary, in the event that
the Executive is a “specified employee” (as defined in Section 409A of the Code) of
Croghan, as determined pursuant to Croghan’s policy for identifying specified
employees, on the Executive’s date of termination and the Executive is entitled to a
payment and/or a benefit under this Agreement that is required to be delayed pursuant
to Section 409A(a)(2)(B)(i) of the Code, such payment or benefit, as applicable, shall
not be paid or provided (or begin to be paid or provided) until the first day of the
seventh month following the Executive’s date of termination (or, if earlier, the
Executive’s death). The first payment that can be made to the Executive following such
period shall include the cumulative amount of any payments or benefits that could not
be paid or provided during such period due to the application of Section
409A(a)(2)(B)(i) of the Code.

	 
	 	(c)	 	This Agreement is intended, and shall be construed and interpreted, to comply
with Section 409A of the Code and if necessary, any provision shall be held null and
void to the extent such provision (or part thereof) fails to comply with Section 409A
of the Code. For purposes of Section 409A of the Code, any reference to the
Executive’s termination shall mean the Executive’s “separation from service” within the
meaning of Section 409A of the Code and each payment of compensation under the
Agreement shall be treated as a separate payment of compensation. Any amounts payable
solely on account of an involuntary termination shall be excludible from the
requirements of Section 409A of the Code, either as separation pay or as short-term
deferrals to the maximum possible extent. Nothing herein shall be construed as the
guarantee of any particular tax treatment to the Executive, and none of the Bank,
Croghan, or any of their Affiliates, or the Board shall have any liability with respect
to any failure to comply with the requirements of Section 409A of the Code.







	23. 	 	Remedies Cumulative. No remedy conferred upon a party by this Agreement is intended to be
exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in
addition to any other remedy given under this Agreement or current or future law or in equity.







	24.	 	Opportunity to Review. The Executive represents that the Executive has been provided with an
opportunity to review the terms of this Agreement with legal counsel.





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	25.	 	No Presumption. The parties agree that this Agreement is the product of negotiations between
parties representing by legal counsel and that the presumption of interpreting ambiguities
against the drafter of this Agreement shall not apply.






        IN WITNESS WHEREOF, the parties have executed this Employment Agreement effective as of the
date first set forth above.



	 	 	 
	BANK

	 	EXECUTIVE
	 
	 	 
	/s/ James E. Bowlus

	 	/s/ Rick M. Robertson
	 

	 	 
	 

	 	Rick M. Robertson
	Printed Name: James E. Bowlus
	 	 
	 
	 	 
	Title: Chair, Compensation Committee
	 	 







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