EX-10.4



 







Exhibit 10.4




SEPARATION AND RELEASE AGREEMENT




     THIS SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made and entered into by
and among CHARLES J. DOLEZAL (“Employee”) and FIRST NATIONAL BANK OF ORRVILLE
(“FNB”) and NATIONAL BANCSHARES CORPORATION (“Bancshares,” and together with FNB,
the “Bank”). Employee and the Bank are sometimes collectively referred to as the
“Parties” and, individually, as a “Party.”



RECITALS




     WHEREAS, by mutual agreement, the Parties have announced their intention to separate Employee
from the Bank (the “Separation”); and



     WHEREAS, the Bank has paid Employee all wages, incentives, and benefits owed to him in
consideration of and as compensation for his services as an employee; and



     WHEREAS, the Parties wish to resolve all matters and issues between them arising from or
relating to Employee’s employment by the Bank and the Separation.



     NOW, THEREFORE, in consideration of the respective obligations and undertakings hereinafter
set forth, the Parties hereby voluntarily and of their own free will agree as follows:



     1. Employment. Employee’s employment with the Bank shall continue through the earlier
of (i) 5 p.m. Eastern Time on October 31, 2006, or (ii) any prior date Employee and the Bank
mutually agree that Employee’s services to the Bank shall terminate (the “Separation Date”). Until
the Separation Date, Employee agrees to continue to perform his duties as President of the Bank.
Employee shall be entitled to pursue other employment during this period (“Continued Employment
Period”). Employee shall resign his position as Chairman of the Board of Directors of FNB
immediately. Employee may remain on the Board of Directors of FNB and as Chairman of the Board of
Bancshares (and receive fees accordingly) through the Continued Employment Period. Employee
acknowledges that all of the benefits to be provided Employee by the Bank pursuant to this
Agreement as of and subsequent to the Separation Date are subject to such satisfactory performance.



     2. Payments to Employee During Continued Employment Period. The Bank shall pay
Employee his regular salary through April 30, 2006. Upon the Effective Date of this Agreement as
defined in Paragraph 28 herein, the Bank will continue Employee’s pay throughout the Continued
Employment Period at his regular rate of pay in effect as of April 30, 2006, less applicable
payroll taxes and withholdings, the equivalent of up to twelve (12) bi-monthly payments (the
“Salary Continuation”). Such payments shall commence on the first regular payday of the Bank
following the Effective Date of this Agreement, or as soon thereafter as is practical, and shall
continue consistent with the Bank’s regular payroll practices. No additional pay or benefits shall
accrue during the Continued Employment Period, except as expressly provided herein.



     3. Severance Pay Period. Upon expiration of the Continued Employment Period and upon
the Effective Date of the General Release of Claims, as defined therein, (attached hereto as
Exhibit A), which Employee must execute on or after the last day of Continued Employment, the Bank
shall pay Employee the equivalent of twenty-four (24) bi-monthly payments (the “Severance Pay
Period”). The first payment shall be made in a lump sum equal to twelve (12) bi-monthly payments
on May 1, 2007 and the remaining balance to be paid in twelve (12) bi-monthly payments thereafter.
Such payments shall be at the same rate of pay as during the Continued Employment Period, less
applicable payroll taxes and withholding and shall commence on the first regular pay day of the
Bank following the Effective Date of the General Release of Claims. No additional pay or benefits
shall accrue during the Severance Pay Period, except as expressly provided herein.



17









 





     4. Health Benefits/COBRA. Employee’s existing levels of health benefits will continue
through the end of the Continued Employment Period. Employee then shall be entitled to
continuation of coverage under the Bank’s health/medical insurance plan at his own expense pursuant
to any rights he may have under the federal Consolidation Omnibus Budget Reconciliation Act, as
amended (“COBRA”), part VI of Subtitle B of Title I of the Employee Retirement Income Security Act
of 1974 (“ERISA”), as amended; Internal Revenue Code § 4980(B)(f). Such continuation shall be
afforded up to the maximum period provided by law so long as Employee submits payments for elected
coverage and otherwise complies with conditions of continuation on a timely basis. During the
Severance Pay Period, the Bank will continue to provide Employee health benefits under the same
economic terms and conditions as active employees, with the current employee contribution deduction
being taken out of each payroll check consistent with the Bank’s normal pay practices. The first
payment of the Bank’s portion of premium payments will be paid to Employee in a lump sum equal to
the first twelve (12) monthly amounts on May 1, 2007 and the remaining balance shall be paid in
twelve (12) bi-monthly amounts thereafter. After expiration of the Severance Pay Period, Employee
shall be solely responsible for payment through the remaining COBRA coverage period.



     5. Vacation Pay. The Bank shall pay Employee any earned-but-unused vacation pay,
minus appropriate withholdings and deductions, in his next regular paycheck after the end of the
Continued Employment Period. Employee has currently accrued three weeks of vacation. Employee
will not accrue any vacation after April 30, 2006.



     6. Automobile. Employee has been provided primary use of a Pontiac Bonneville
(“Automobile”) by the Bank. Employee will retain possession of the Automobile until October
31, 2006, at which time Employee will return it to the Bank. Consistent with current practice,
Employee agrees to maintain the Automobile and will remain responsible for excess wear and tear.
Employee agrees to complete the forms necessary to calculate the personal use information for 2006,
including the odometer reading, in a timely manner. Employee acknowledges and agrees that he will
remain responsible for the taxable usage for personal use of the automobile.



     7. Miscellaneous. Employee shall be entitled to maintain his current personal free
checking account and a safe deposit box at no cost throughout the Continued Employment and the
Severance Pay Period. During the Continued Employment Period, the Bank agrees to continue to pay
Employee’s dues and meals for membership in the Exchange Club and to reimburse Employee, in
accordance with the Bank’s normal practices, for attendance at the Ohio Bankers League CEO
Conference and at a Financial Institute’s Services Board meeting.



     8. Unemployment Compensation. The Bank hereby agrees not to oppose, object to, or
otherwise actively contest any application for unemployment compensation benefits filed by Employee
with the Ohio Department of Job & Family Services, but will report all compensation paid to him
pursuant to this Agreement.



     9. Outplacement Services. As additional consideration for Employee’s covenants and
obligations hereunder, the Bank shall pay for outplacement services at a maximum cost to the Bank
of $10,000.00 from an outplacement firm chosen by the Bank, which is reasonably acceptable to
Employee. Outplacement services may be utilized during the Continued Employment Period. In lieu
of outplacement, Employee may take the $10,000.00 in a lump sum payment.



     10. Adequacy of Consideration. The Parties agree and acknowledge that the respective
obligations and undertakings set forth herein constitute adequate consideration for the Parties’
respective releases, covenants and obligations set forth herein. Employee acknowledges that the
payments described in this Agreement are over and above any contracts, severance or any other
rights which he may have as a result of the Separation.



     11. No Other Compensation. Except as described in this Agreement, Employee shall not
be entitled to any other compensation (including further participation in any benefit plans) in
connection with the Separation. Provided, however, that should a change in control, as defined in
the Special Separation Agreement (Section 1.3), executed by the parties on June 19, 2000,



18









 




occur prior to November 1, 2007, Employee shall be entitled to receive the payments set forth in the
Special Separation Agreement (Section 4(a)) offset by the entire amount of Salary Continuation and
Severance Pay payments to be paid to Employee pursuant to this Agreement. Employee acknowledges
that he shall not be entitled to receive any other payments pursuant to the Special Separation
Agreement.




     12. Transition Period. At the end of the Continued Employment period, Employee agrees
to return immediately to the Bank all files, records, and other property of the Bank currently in
his possession, custody, or control. Employee further agrees to cooperate reasonably and
to make himself reasonably available to answer questions concerning any and all matters with which
he was involved while employed by the Bank and to render such other special assistance as may be
reasonably required by the Bank through the duration of the Continued Employment and Severance Pay
Periods. Employee will be reimbursed for all necessary expenses incurred as a result of his
cooperation with the Bank.



     13. Releases.




	 	(a)	 	Employee does hereby for himself and for his heirs, devisees, executors,
administrators, personal representatives, legal representatives, beneficiaries,
successors (including successors in any fiduciary capacity), assigns, and any and all
other persons who might ever claim by, through or under him, acting as such
(collectively, the “Employee Related Persons”), release, acquit, and forever
discharge the Bank, together with any and all affiliated or related businesses or
corporations, as well as its and their predecessors, parents, subsidiaries,
affiliates, agents, officers, directors, management, shareholders, employees,
representatives, and attorneys, whether past or present, both known and unknown, in
both their individual and agency capacities (collectively, the “Bank
Entities”), jointly and severally, from any and all claims, demands, losses,
proceedings, costs, expenses, causes of action, orders, obligations, contracts,
agreements, debts, and liabilities whatsoever, whether known or unknown, suspected or
unsuspected, at both law and equity, arising from the beginning of time through and
including the Effective Date (collectively, “Claims”), including, but not
limited to, any and all Claims and/or demands for back pay, reinstatement, hire or
re-hire, front pay, stock options, group insurance, or employee benefits of whatsoever
kind (except on rights expressly provided for herein), any and all Claims for monies
or expenses, any and all Claims arising out of or relating to the cessation of
Employee’s employment with Bank, any and all Claims for breach of contract or
Employee’s failure to obtain employment at any other Bank or with any other person or
employer, any and all Claims of violation of any state or federal anti-discrimination
statutes or regulations, including, but not limited to, Title VII of the Civil Rights
Act of 1964, as amended, the Employee Retirement Income Security Act of 1974, as
amended, the Americans with Disabilities Act, the Age Discrimination in Employment
Act, and the Older Workers Benefit Protection Act, and any and all Claims of wrongful
termination, public policy, tort, retaliation, breach of contract, tortious
interference, defamation, intentional or negligent infliction of emotional distress
and/or demands for attorneys’ fees and legal expenses.
	 
	 	(b)	 	The Parties acknowledge and agree that the releases and covenant contained in
Paragraphs 13 and 14 do not affect the rights or obligations of either Party arising
under this Agreement or rights Employee has to 401(k), pension benefits or benefits
payable as set forth in the Directors Defined Benefit Plan Agreement and the Directors
Defined Benefit Plan Adoption Agreement, if any, under the terms of the applicable
401(k) or other plan documents and amendments thereto.
	 
	 	(c)	 	Employee warrants and represents that the respective Claims and rights
released under this Agreement have not been assigned in whole or in part.
	 
	 	(d)	 	Notwithstanding the foregoing release and waiver of all legal rights and
claims, Employee’s right of continued indemnification for any act and omission done by
Employee in good faith in the course and scope of his employment or as a director
shall continue, pursuant to all applicable contracts of insurance held by the Bank
now or in the future, and all applicable Bank by-laws, policies and practices.




19









 












	 	(e)	 	The Bank hereby releases Employee from all restrictions on future employment
or any work association with competitors, and from any covenant not to compete by
which Employee’s work activities purportedly are restricted as set forth in the
Special Separation Agreement, except as set forth in Paragraph 18 below. Employee’s
obligation not to disclose the Bank’s trade secrets, proprietary or confidential
information shall not be affected by this paragraph or this release.
	 
	 	(f)	 	The Bank hereby releases Employee from any claims actually known to the Bank
as of the Effective Date of this Agreement.





     14. Covenant Not to Sue. Employee covenants and agrees that Employee will not bring,
commence, institute, maintain, prosecute, or voluntarily aid any action or proceeding or otherwise
prosecute or sue the Bank either affirmatively or by way of cross complaint, defense, or
counterclaims, or in any other manner with respect to the claims herein released. The foregoing
sentence shall be construed as a covenant not to sue. This Agreement may be introduced as evidence
at any legal proceeding as a complete defense to any claims ever asserted by Employee against the
Bank Entities.



     15. Older Worker Benefit Protection Act (“OWBPA”). Employee recognizes and
understands that, by executing this Agreement, he shall be releasing the Bank Entities from any
claims that he now has or may have under the Age Discrimination in Employment Act of 1967, 29
U.S.C. §§ 621, et seq., as amended, by reason of any matter or thing arising out of, or in any way
connected with, directly or indirectly, any acts or omissions which have occurred prior to and
including the Separation Date. In other words, Employee will have none of the legal rights against
the aforementioned that he would otherwise have under the Age Discrimination in Employment Act of
1967, 29 U.S.C. §§ 621, et seq., as amended, by his signing this Agreement.



     16. Consideration Period. The Bank hereby notifies Employee of his right to consult
with chosen legal counsel before signing this Agreement. The Bank shall afford, and Employee
acknowledges receiving, not less than twenty-one (21) calendar days in which to consider this
Agreement to ensure that Employee’s execution of this Agreement is knowing and voluntary. In
signing below, Employee expressly acknowledges that he has had at least twenty-one days to consider
this Agreement and that his execution of same is with full knowledge of the consequences thereof
and is of his own free will.



            Furthermore, notwithstanding the fact that the Bank has allowed Employee twenty-one days to
consider this Agreement, in the event Employee elects to execute this Agreement prior to the end of
such twenty-one day period, by his signature below, Employee represents, acknowledges, and agrees
that his decision to accept this shortening of the time was knowing and voluntary and was not
induced by fraud, misrepresentation, or any threat to withdraw or alter the benefits provided by
the Bank herein, or by the Bank providing different terms to any similarly-situated employee
executing a similar Agreement prior to the end of such twenty-one day consideration period.
Additionally, the Parties agree that any modification to this Agreement as a result of the
negotiations of the Parties does not restart the twenty-one (21) day consideration period. In
signing below, Employee expressly acknowledges that his execution of same is with full knowledge of
the consequences thereof and is of his own free will.



     17. Revocation Period. Both the Bank and Employee agree and recognize that, for a
period of seven (7) calendar days following Employee’s execution of this Agreement, Employee may
revoke his release of claims under the Age Discrimination in Employment Act of 1967, 29 U.S.C. §§
621, et seq., as amended, by providing written notice revoking the same, within this seven day
period, to John Kropf, P.O. Box 67, Orrville, Ohio 44667. Such revocation of this Agreement by
Employee will also automatically revoke the acceptance of the offer set forth herein and Employee
will not be entitled to any amounts or benefits described herein, all of which shall be void and of
no effect. Should Employee revoke this Agreement within this seven day period, Employee shall
receive only those entitlements or benefits that he would have received regardless of this
Agreement.



     18. Non-Solicitation; Confidentiality. 




	 	(a)	 	Employee shall continue to hold in a fiduciary capacity for
the benefit of the Bank all secret or confidential information, knowledge or
data relating to the Bank or any of its affiliated companies, and their
respective





20









 











	 	 	 	businesses (including all information, knowledge or data relating
to customers or clients or potential customers or clients of the Bank or any
of its affiliated companies), which shall have been obtained by Employee
during Employee’s employment by the Bank or any of its affiliated companies
and which shall not be or become public knowledge (other than by acts by
Employee or representatives of Employee in violation of this Agreement)
(collectively, “Confidential Information”). After the Separation Date,
Employee shall not, without the prior written consent of the Bank or as may
otherwise be required by law or legal process, communicate or divulge any
Confidential Information to anyone other than the Bank and those designated by
it or to an attorney retained by Employee.
	 
	 	(b)	 	Employee acknowledges and agrees that, during his employment
with the Bank, he obtained information protected by the attorney-client
privilege, the doctrine of attorney work product, or both (“Privileged
Information”). Employee further acknowledges and agrees that any
attorney-client privilege or work product protection attached to or associated
with any Privileged Information belongs solely to the Bank and not to
Employee. Employee further agrees that he has neither the right nor the
ability to waive any attorney-client privilege or work product protection
attached to or associated with any Privileged Information.
	 
	 	(c)	 	Immediately after the Separation Date, Employee shall
immediately return to the Bank, in good condition: (i) the originals and all
copies of any materials, whether in paper, electronic or other media, that
contain, reflect, summarize, describe, analyze or refer or relate to any
Confidential Information; and (ii) all other property of the Company,
including, but not limited to, computers, handheld electronic devices,
cellular telephones, briefcases and furniture.
	 
	 	(d)	 	For the entire eighteen (18) month period of the Continued
Employment and the Severance Pay Periods (the “Nonsolicitation
Period”), Employee shall not, directly or indirectly, on behalf of
Employee or any other person, solicit, or attempt to solicit for employment or
hire any person employed by the Bank or its affiliates. Employee also agrees
not to directly or indirectly, on behalf of Employee or any other person,
solicit or attempt to solicit any current Bank customers. “Customers” shall
be defined as any customer of the Bank within the six month period immediately
preceding May 1, 2006.
	 
	 	(e)	 	In the event of a breach or threatened breach of the
covenants set forth herein, Employee agrees that the Bank shall be entitled,
in addition to other remedies it may have, to injunctive relief in a court of
competent jurisdiction to remedy any such breach or threatened breach, and
Employee acknowledges that damages would be inadequate and insufficient.





     19. Non-Disparagement. Employee and the Bank each agree not to criticize, disparage,
defame, or otherwise sully the character and reputation of the other in any way, including, without
limitation, through any communications with other individuals, companies, associations, or the
media.



     20. Confidentiality of Agreement. Employee and his heirs, executors, successors,
assigns, representatives, and attorneys shall hold the fact and terms of this Agreement in strict
confidence and shall not communicate, reveal, or disclose the fact and terms of this Agreement to
any other persons except to Employee’s immediate family, to legal counsel, and to tax consultants,
all of whom shall be instructed by Employee similarly to hold the fact and terms of this Agreement
in the strictest confidence, and as otherwise required by law.



     21. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original expression of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.



21









 





     22. Invalidity. The Parties agree that the invalidity or unenforceability of any
provision or part of this Agreement shall not render any other provision(s) or part(s) hereof
invalid or unenforceable and that such other provision(s) or part(s) shall remain in full force and
effect.



     23. Governing Law. This Agreement shall be governed under the laws of the State of
Ohio.



     24. Binding Successors/Assignment. This Agreement together with any amendments
hereto, shall be binding upon and shall inure to the benefit of the parties hereto and respective
successors, assigns, heirs, and personal representatives, except that the rights and benefits of
Employee under this Agreement are personal in nature and may not be assigned without prior written
consent of the Bank. All payments and benefits provided Employee herein shall be made to his
estate in the event of his death prior to his receipt thereof.



     25. Written Amendments. This Agreement may only be amended by mutual consent of the
parties hereto, with any such amendment to be invalid unless in writing, signed by Bank and
Employee.



     26. Preservation of Rights/Waiver. No failure by either party to insist upon
compliance with any term of this Agreement, to exercise any option, enforce any right, or seek any
remedy, upon any default of any other party shall affect or constitute a waiver of the first
party’s right to insist upon any such strict compliance, exercise that option, enforce that right,
or seek that remedy with respect to any default; nor shall any custom or practice of the parties at
variance with any provision of this Agreement affect or constitute a waiver of any party’s right to
demand strict compliance with all provisions of this Agreement.



     27. Entire Agreement. This Agreement and the Exhibit A attached hereto represent the
entire agreement between the parties hereto on the matters expressly addressed herein, and there
are no understandings between the parties other than those specifically and particularly set forth
in this Agreement. This Agreement shall not be amended or modified in any manner except upon
written agreement by the parties.



     28. Effective Date of the Separation and Release Agreement. This Agreement shall
become effective only upon (a) execution of this Agreement by Employee after the expiration of the
twenty-one (21) day consideration period or Employee’s voluntary shortening thereof described in
Section 16 of this Agreement; and (b) the expiration of the seven (7) day period for revocation of
this Agreement by Employee described in Section 17 of this Agreement.



     29. Compliance with Internal Revenue Code Section 409A. The Bank and Employee intend
that payments made under this Agreement be compliant with Internal Revenue Code Section 409A (to
the extent not exempt therefrom), and specifically, that any amounts due hereunder meet the
requirements to constitute amounts payable in accordance with a fixed schedule for purposes of
Section 409A. This Agreement shall be administered and interpreted to the extent possible in a
manner consistent with such intentions. In addition, notwithstanding any provision herein to the
contrary, the Bank may, to the extent it deems necessary or appropriate, amend this Agreement,
prospectively or retroactively, in order to more fully comply with (or obtain exemption under)
Section 409A. Nevertheless, the Bank makes no representations or warranties, express or implied,
and assumes no responsibility concerning the legal, tax, or other implications or effects of this
Agreement. Employee and his beneficiaries shall be solely responsible for any and all legal, tax,
or other implications or effects of this Agreement on them and their respective estates, heirs,
successors or assigns.




22









 








     IN WITNESS WHEREOF, Employee and the Bank have executed this Agreement, effective as of the
Effective Date of the Agreement.



	 	 	 	 	 
	DATE OF EXECUTION BY EMPLOYEE
	 	 	 	 
	(“Effective Date of the Separation	 	AGREED TO AND ACCEPTED BY:
	Agreement” is the eighth day after this date)
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	CHARLES J. DOLEZAL

“Employee”
	 
	 	 	 	 
	 	 	EXECUTION WITNESSED BY:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	AGREED TO AND ACCEPTED BY:
	DATE OF EXECUTION BY

FIRST NATIONAL BANK OF

ORRVILLE
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	FIRST NATIONAL BANK OF ORRVILLE

“Bank”
	 
	 	 	 	 
	 

	 	TITLE:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	FIRST NATIONAL BANK OF ORRVILLE

“Bank”
	 
	 	 	 	 
	 

	 	TITLE:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	DATE OF EXECUTION BY

NATIONAL BANCSHARES

CORPORATION
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 	 	NATIONAL BANCSHARES CORPORATION

“Bank”
	 
	 	 	 	 
	 

	 	TITLE:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	NATIONAL BANCSHARES CORPORATION

“Bank”
	 
	 	 	 	 
	 

	 	TITLE:	 	 
	 

	 	 	 	 
	 
	 	 	 	 






23









 








EXHIBIT A




GENERAL RELEASE OF CLAIMS




     THIS GENERAL RELEASE OF CLAIMS (“Release”) is made and entered into by and among
CHARLES J. DOLEZAL (“Employee”) and FIRST NATIONAL BANK OF ORRVILLE (“FNB”) and
NATIONAL BANCSHARES CORPORATION (“Bancshares,” and together with FNB, the “Bank”).
Employee and the Bank are sometimes collectively referred to as the “Parties” and,
individually, as a “Party.” The Release is an Exhibit and attached to the Separation
Agreement and Release of Claims effective as of ___, 2006 (“Separation Agreement”).



RECITALS




     WHEREAS, Employee’s Continued Employment Period with the Bank has ended; and




     WHEREAS, the Bank has paid Employee all wages, incentives, and benefits owed to him in
consideration of and as compensation for his services as an employee up to and including the
Continued Employment Period; and



     WHEREAS, the Parties wish to resolve all matters and issues between them arising from or
relating to Employee’s employment during the Continued Employment Period.



     NOW, THEREFORE, in consideration of the respective obligations and undertakings hereinafter
set forth, the Parties hereby voluntarily and of their own free will agree as follows:



     1. Adequacy of Consideration. The Parties agree and acknowledge that the respective
obligations and undertakings set forth in the Separation Agreement and in this Release constitute
adequate consideration for the Parties’ respective releases, covenants and obligations set forth
herein. Employee acknowledges that the payments described in the Separation Agreement are over and
above any contracts, severance or any other rights which he may have as a result of the Separation.
The Parties agree and acknowledge that all of the obligations and undertakings set forth in the
Separation Agreement are unaffected by this Release.



     2. Transition Period. At the end of the Continued Employment Period, Employee agrees
to return immediately to the Bank all files, records, and other property of the Bank currently in
his possession, custody, or control. Employee shall also resign his positions on the Board of
Directors of FNB and Bancshares and as Chair of the Board of Bancshares. Employee further agrees
to cooperate reasonably and to make himself reasonably available to answer questions concerning any
and all matters with which he was involved while employed by the Bank and to render such other
special assistance as may be reasonably required by the Bank through the duration of the Severance
Pay Period. Employee will be reimbursed for all necessary expenses incurred as a result of his
cooperation with the Bank.



     3. Releases. For the consideration set forth in the Separation Agreement, including
but not limited to paragraph 3, Employee does hereby for himself and for his heirs, devisees,
executors, administrators, personal representatives, legal representatives, beneficiaries,
successors (including successors in any fiduciary capacity), assigns, and any and all other persons
who might ever claim by, through or under him, acting as such (collectively, the “Employee Related
Persons”), release, acquit, and forever discharge the Bank, together with any and all affiliated or
related businesses or corporations, as well as its and their predecessors, parents, subsidiaries,
affiliates, agents, officers, directors, management, shareholders, employees, representatives, and
attorneys, whether past or present, both known and unknown, in both their individual and agency
capacities (collectively, the “Bank Entities”), jointly and severally, from any and all claims,
demands, losses, proceedings, costs, expenses, causes of action, orders, obligations, contracts,
agreements, debts, and liabilities whatsoever, whether known or unknown, suspected or unsuspected,
at both law and equity, arising from the beginning of time through and including the Effective Date
(collectively, “Claims”), including, but not limited to, any and all Claims and/or demands for back
pay, reinstatement, hire or re-hire, front pay, stock options, group insurance, or employee
benefits of whatsoever kind (except on rights expressly provided for herein), any and all Claims
for monies or expenses, any and all Claims arising out of or relating to the cessation of
Employee’s employment with Bank, any and all Claims for breach of contract or Employee’s failure to
obtain employment at any other Bank or with any other person or employer, any and all Claims of
violation of any state or federal anti-discrimination statutes or regulations, including, but not
limited to, Title VII of the Civil Rights Act of 1964, as amended, the Employee Retirement Income
Security Act of 1974, as amended, the Americans with Disabilities Act, the Age




24









 






Discrimination in
Employment Act, and the Older Workers Benefit
Protection Act, and any and all Claims of wrongful termination, public policy, tort,
retaliation, breach of contract, tortious interference, defamation, intentional or negligent
infliction of emotional distress and/or demands for attorneys’ fees and legal expenses. The
Parties acknowledge and agree that the releases and covenant contained in Paragraphs 3 and 4 do not
affect the rights or obligations of either Party arising under this Release.




     4. Covenant Not to Sue. Employee covenants and agrees that Employee will not bring,
commence, institute, maintain, prosecute, or voluntarily aid any action or proceeding or otherwise
prosecute or sue the Bank either affirmatively or by way of cross complaint, defense, or
counterclaims, or in any other manner with respect to the claims herein released. The foregoing
sentence shall be construed as a covenant not to sue. This Agreement may be introduced as evidence
at any legal proceeding as a complete defense to any claims ever asserted by Employee against the
Bank Entities.



     5. Older Worker Benefit Protection Act (“OWBPA”). Employee recognizes and understands
that, by executing this Agreement, he shall be releasing the Bank Entities from any claims that he
now has or may have under the Age Discrimination in Employment Act of 1967, 29 U.S.C. §§ 621, et
seq., as amended, by reason of any matter or thing arising out of, or in any way connected with,
directly or indirectly, any acts or omissions which have occurred prior to and including the
Separation Date. In other words, Employee will have none of the legal rights against the
aforementioned that he would otherwise have under the Age Discrimination in Employment Act of 1967,
29 U.S.C. §§ 621, et seq., as amended, by his signing this Agreement.



     6. Consideration Period. The Bank hereby notifies Employee of his right to consult
with chosen legal counsel before signing this Agreement. The Bank shall afford, and Employee
acknowledges receiving, not less than twenty-one (21) calendar days in which to consider this
Agreement to ensure that Employee’s execution of this Agreement is knowing and voluntary. In
signing below, Employee expressly acknowledges that he has had at least twenty-one days to consider
this Agreement and that his execution of same is with full knowledge of the consequences thereof
and is of his own free will.



          Furthermore, notwithstanding the fact that the Bank has allowed Employee twenty-one days to
consider this Agreement, in the event Employee elects to execute this Agreement prior to the end of
such twenty-one day period, by his signature below, Employee represents, acknowledges, and agrees
that his decision to accept this shortening of the time was knowing and voluntary and was not
induced by fraud, misrepresentation, or any threat to withdraw or alter the benefits provided by
the Bank herein, or by the Bank providing different terms to any similarly-situated employee
executing a similar Agreement prior to the end of such twenty-one day consideration period.
Additionally, the Parties agree that any modification to this Agreement as a result of the
negotiations of the Parties does not restart the twenty-one (21) day consideration period. In
signing below, Employee expressly acknowledges that his execution of same is with full knowledge of
the consequences thereof and is of his own free will.




     7. Revocation Period. Both the Bank and Employee agree and recognize that, for a
period of seven (7) calendar days following Employee’s execution of this Agreement, Employee may
revoke his release of claims under the Age Discrimination in Employment Act of 1967, 29 U.S.C. §§
621, et seq., as amended, by providing written notice revoking the same, within this seven day
period, to John Kropf, P.O. Box 67, Orrville, Ohio 44667. Such revocation of this Agreement by
Employee will also automatically revoke the acceptance of the offer set forth herein and Employee
will not be entitled to any amounts or benefits described herein, all of which shall be void and of
no effect. Should Employee revoke this Agreement within this seven day period, Employee shall
receive only those entitlements or benefits that he would have received regardless of this
Agreement.



     8. Governing Law. This Agreement shall be governed under the laws of the State of
Ohio.



     9. Effective Date of the Separation and Release Agreement. This Agreement shall
become effective only upon (a) execution of this Agreement by Employee after the expiration of the
twenty-one (21) day consideration period or Employee’s voluntary shortening thereof described in
Section 6 of this Agreement; and (b) the expiration of the seven (7) day period for revocation of
this Agreement by Employee described in Section 7 of this Agreement.



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     IN WITNESS WHEREOF, Employee and the Bank have executed this Agreement, effective as of the
Effective Date of the Agreement.



	 	 	 	 	 
	DATE OF EXECUTION BY EMPLOYEE
	 	 	 	 
	 (“Effective Date of the Separation	 	AGREED TO AND ACCEPTED BY:
	Agreement” is the eighth day after this date)
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	CHARLES J. DOLEZAL
	 	 	“Employee”
	 
	 	 	 	 
	 	 	EXECUTION WITNESSED BY:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	AGREED TO AND ACCEPTED BY:
	DATE OF EXECUTION BY
	 	 	 	 
	FIRST NATIONAL BANK OF
	 	 	 	 
	ORRVILLE
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	FIRST NATIONAL BANK OF ORRVILLE

“Bank”
	 
	 	 	 	 
	 

	 	TITLE:	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	FIRST NATIONAL BANK OF ORRVILLE

“Bank”
	 
	 	 	 	 
	 

	 	TITLE:	 	 
	 	 	 	 	 
	 
	 	 	 	 
	DATE OF EXECUTION BY
	 	 	 	 
	NATIONAL BANCSHARES
	 	 	 	 
	CORPORATION
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	NATIONAL BANCSHARES CORPORATION

“Bank”
	 
	 	 	 	 
	 

	 	TITLE:	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	NATIONAL BANCSHARES CORPORATION

“Bank”
	 
	 	 	 	 
	 

	 	TITLE:	 	 
	 	 	 	 	 





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