Employment Agreement, dated April 22, 2019, by and among the Company, the Bank and Timothy T. ODell

(a)

Compensation Upon Termination.  Except to the extent that the Executive is terminated following a Change in Control as described in Section 4(b), dies or becomes Disabled as described in Section 4(c):

(i)

Upon termination of the Executive’s employment during the Term by the Employers without Cause or by the Executive for Good Reason, subject to the conditions set forth in Section 5, the Bank shall pay to the Executive (or to the Executive’s estate if Executive dies before all severance benefits payable under this Section 4(a)(i) have been paid)  (A) an amount equal to the Executive’s monthly Base Salary as in effect on the date of such termination payable in equal monthly installments commencing on the first business day of the second month beginning after the Executive’s date of termination (the “Severance”) and continuing for 24 months and (B) the pro rata portion (calculated based on the ratio of the number of days during such bonus performance period that the Executive was employed to the total number of days in the applicable bonus performance period) of any bonus payable to the Executive under the Employers’ incentive compensation plan with respect to the year in which Executive’s employment is terminated,

payable when, if and to the extent such bonus otherwise would have been payable had Executive’s employment not been terminated.

(ii)

As additional compensation upon termination of Executive’s employment during the Term by the Employers without Cause or by the Executive for Good Reason: 

(b)

Change of Control Benefit.  If the Bank has a Change of Control (as defined in Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”)), and the Executive’s employment is terminated by the Bank without Cause, or by the Executive for Good Reason, before the second anniversary of the date of such Change of Control, subject to the conditions set forth in Section 5, the Bank shall pay to the Executive a lump sum cash amount equal to 2 times the sum of the Executive’s Base Salary and the average bonus paid to the Executive over the prior 24 month period. Such lump sum shall be paid within sixty (60) days following the Executive’s termination, provided that, if the sixty (60) day window would span two years, the payment will be made in the second year.  In addition, all stock options and other equity awards granted by the Corporation to the Executive shall be fully vested as of the date of the Change in Control and such stock options shall remain exercisable for the full option exercise period that would have applied had the Executive remained employed.

(c)

Benefit Upon Death or Disability.  Upon termination of the Executive’s employment during the Term due to the Executive’s death or Disability, the Bank shall pay to the Executive or to the Executive’s estate, as applicable, an amount equal to one times the Executive’s annual Base Salary as in effect on the date of such termination.  Such death or Disability benefit shall be paid in 12 equal monthly installments commencing on the first business day of the second month beginning after the Executive’s date of termination due to death or Disability.  The payments due under this Section 4(c) shall be offset by any benefit or payment provided by the Employers (or on behalf of the Employers)  to any beneficiary of the Executive (including Executive’s estate) on account of Executive’s death or Disability, regardless of whether such benefit or payment is insured or self-insured.  

(d)

No Right to Severance for Any Other Reason.  Except as otherwise provided in Section 4(a),  (b) or (c), the Executive shall have no right to the payment of Severance upon termination of the Executive’s employment by the Employers for Cause, by the Executive for any reason or no reason (other than for Good Reason), as a result of the Executive’s death or Disability, or upon expiration of the Term.

(e)

Definitions.  For purposes of this Agreement:

(i)

Cause:  The Employers shall have “Cause” to terminate the Executive’s  employment upon the occurrence of any of the following events:  (i) willful and continued failure to substantially perform assigned duties; (ii) gross misconduct; (iii) a material breach of any written covenant or of any term of this Agreement or any other agreement with either Employer, as determined by the Audit Committee of the Board; (iv) commission of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with either Employer or any affiliate, or commission of a crime other than a felony which involves a breach of trust or fiduciary duty, in each case whether or not involving either Employer or any affiliate; (v) fraud, disloyalty, dishonesty or willful violation of any applicable law, rule or regulation of either Employer’s or any affiliate’s code of conduct or any other policy of either Employer or any affiliate that applies to the Executive, or (vi) issuance of an order for removal of the Executive by any agency which regulates the activities of either Employer or any affiliate.

(ii)

Disability:  The Executive shall be deemed to be “Disabled” if  the Executive suffers from (A) any mental or physical condition with respect to which the Executive qualifies for and receives benefits under a long-term disability plan of either Employer or any affiliate, or (B) in the absence of such a long-term disability plan or coverage under such plan, a physical or mental condition which, in the sole discretion of the Board or a committee thereof is reasonably expected to be of indefinite duration and to substantially prevent the Executive from fulfilling the Executive’s duties or responsibilities to the Employers.  

(iii)

Good Reason:  “Good Reason” shall mean the termination of Executive’s employment by Executive that occurs within ninety

(90) days after the initial existence of one or more of the following conditions arising without the consent of Executive:

a.

A material decrease in Executive’s Base Salary as compared to the Base Salary paid during the prior twelve (12) month period without Cause;

b.

Employer’s relocation of Executive’s principle office to a location more than twenty-five (25) miles outside of Columbus, Ohio;

c.

Material breach of a provision of this Agreement or of the Corporation’s incentive compensation plan by Employer; or

d.

Material diminution in Executive’s duties and responsibilities.

(a)

Execution of Release.  The Executive’s agreement to release the Employers and all of its affiliates and their respective employees and directors from any and all claims that the Executive may have against the Employers and any affiliate and their respective employees and directors, excluding any claims for non-payment of any accrued but unpaid Base Salary or Severance, up to and including the date the Executive signs a waiver and release of claims (“Release”) in the form provided by the Bank, which shall include provisions prohibiting the Executive from competing with the Employers or any affiliate as described in and for the duration set forth in Section 6(a) of this Agreement.  The Executive acknowledges that the Executive is not entitled to receive, and shall not receive, any payments of Severance pursuant to this Agreement unless and until the Executive provides the Bank with said Release and the Release has become irrevocable, before the first day of the second month commencing after the date of the Executive’s termination.

(b)

Compliance with Covenants.  The Executive’s compliance with the covenants set forth in Section 6 of this Agreement.  If the Executive breaches any covenants set forth in Section 6 of this Agreement, the Executive shall forfeit any further right to payments of Severance and, upon receipt of written notice from either Employer requesting the same, shall promptly repay any Severance previously received under this Agreement. 

(a)

Non-Solicitation.  During the Executive’s employment by the Employers during the Term of this Agreement and, if applicable, for the Additional Nonsolicitation Period (as defined below) following the termination of the Executive’s employment for any reason prior to the end of the Term, the Executive shall not, directly or indirectly, for himself or through, on behalf of, or in conjunction with, any person(s) or organization, (i) solicit, contact, call upon, communicate with or attempt to communicate with any Customer of the Employers on behalf of a Competing Business for the purpose of providing products and/or services provided to its Customers of the Employers, as hereinafter defined, and/or (ii) solicit any person who is then an employee of either Employer or who has been an employee of either Employer at any time within the six months of such solicitation for the purpose of inducing such person to become an employee of, consultant to, or contractor for a Competing Business. 

(b)

Confidential Information. The Executive acknowledges that during the Executive’s employment he shall learn and shall have access to confidential information regarding the Employers and their customers and business.  The Executive agrees and covenants not to disclose or use for the Executive’s own benefit or the benefit of any other person or entity any confidential information, unless or until the Employers consent to such disclosure or use or such information becomes common knowledge in the industry or is otherwise legally in the public domain. The Executive shall not knowingly disclose or reveal to any unauthorized person any confidential information relating to the Employers, its subsidiaries or affiliates, or to any of the businesses operated by them, and the Executive confirms that such information constitutes the exclusive property of the Employers. The Executive shall not otherwise knowingly act or conduct himself (i) to the material detriment of the Employers or their affiliates or (ii) in a manner which is inimical or contrary to the interests of the Employers.  Notwithstanding anything to the contrary contained in this Agreement, this Section 6(b) shall remain in effect following the termination of this Agreement.

(c)

Non-Disparagement.  The Executive agrees that the Executive shall not make any public statements which disparage the Employers or any of their affiliates or any of their respective directors, officers or employees.  Nothing in the foregoing is intended to prohibit the Executive from making truthful statements required by order of a court, governmental body or regulatory body having appropriate jurisdiction.

(d)

Return of Property.  The Executive agrees that, upon the Executive’s termination of employment, the Executive shall promptly return to the Employers any confidential documents or material or any other property belonging to the Employers, including keys, credits cards, and passes, and the Executive shall also return all writings, files, records, correspondence, notebooks, notes and other documents and things (including any copies thereof) containing confidential information or relating to the business or proposed business of the Employers or any affiliate, except any personal diaries, calendars, rolodexes or personal notes or correspondence.

(e)

Cooperation.The Executive agrees that the Executive shall be reasonably available to testify truthfully on behalf of the Employers or any affiliate in any action, suit, or proceeding, whether civil, criminal, administrative, or

investigative, and to assist the Employers or any affiliate in all reasonable respects in any such action, suit or proceeding, by providing information and meeting and consulting with the Board, or their representatives or counsel, or representatives or counsel of the Employers or any affiliate, as requested; provided, however, that the same does not materially interfere with the Executive’s then-current professional activities, and provided that the Executive is reimbursed for any reasonable costs and expenses associated with such cooperation.

awards under the Corporation’s 2009 Equity Compensation Plan or similar equity based programs maintained by an Employer) or under any nonqualified deferred compensation plan shall be subject to repayment within thirty (30) days upon the request of either Employer in the event that any such amount is shown to be directly attributable to materially misleading financial statements; provided, however, that in order for this Section 13 to be applicable, the Executive must have knowingly prepared such materially misleading financial statements or knowingly contributed materially misleading data which was then incorporated into such materially misleading financial statements. If an overpayment of incentive compensation results from a restatement of financial statements, Employers’ Boards of Directors shall have the discretion to consider the overpayment in awarding future incentive compensation without regard to the Executive’s role with respect to the financial statements which are restated.  In the event that a more extensive clawback right is required by law or by regulation of any exchange on which an Employer’s stock is traded, this Section 13 shall be deemed to require the minimum clawback necessary to comply with such law or regulation.