EMPLOYMENT AGREEMENT AMENDMENT
Exhibit 10.5
EMPLOYMENT AGREEMENT AMENDMENT
THIS EMPLOYMENT AGREEMENT AMENDMENT (this “AMENDMENT”) is entered into as of May 13, 2009, by
and between Franklin Savings and Loan Company (the “EMPLOYER”) and Xxxxxxx X. Xxxxxx (the
“EMPLOYEE”).
WHEREAS, the EMPLOYER and EMPLOYEE are parties to an AGREEMENT, effective as of August 15,
2004, and amended December 30, 2008 (as the same may be amended from time to time, the
“AGREEMENT”);
WHEREAS, the current expiration date of the AGREEMENT is August 15, 2011; and
WHEREAS, the EMPLOYER and the EMPLOYEE each desire to amend the AGREEMENT as described herein;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the EMPLOYER and the
EMPLOYEE agree as follows:
1. Section 4(b) of the AGREEMENT is hereby deleted in its entirety and the following Section
4(b) shall be substituted therefor:
(b) Termination without Change of Control.
(i) In the event that the EMPLOYER terminates the employment of the
EMPLOYEE for any reason other than JUST CAUSE, and the termination is not in
connection with a CHANGE OF CONTROL pursuant to Section 4(a) of this AGREEMENT,
the EMPLOYER shall be obligated to continue to: (A) pay to the EMPLOYEE, his
designated beneficiaries or his estate, his annual salary provided pursuant to
Section 3(a) of this AGREEMENT as of the date of termination until the end of
the EMPLOYMENT TERM; and (B) provide to the EMPLOYEE, his eligible dependents
and beneficiaries, at the EMPLOYER’s expense, group health benefits,
hospitalization and disability benefits substantially equal to those being
provided to the EMPLOYEE at the date of termination of his employment, to the
extent permitted under the terms of such plans, until the earliest to occur of
(1) the first anniversary of the effective date of the EMPLOYEE’s termination,
or (2) the date the EMPLOYER is included in another employer’s plans providing
comparable benefits and coverage.
(ii) Payment of the amounts described in Section 4(b)(i) shall be subject
to the following:
(A) If the amounts described in Section 4(b)(i) are equal to or
less than the lesser of (i) twice the EMPLOYEE’s annualized base salary
for the year immediately preceding the year of
termination (adjusted for
any increase during the year of termination that was expected to
continue indefinitely) or (ii) twice the limit set forth in Section
401(a)(17) of the Internal Revenue Code for the year of termination
(such lesser amount being the “MONTHLY PAYMENT LIMIT”), payment shall be
made in substantially equal monthly installments for the remainder of
the EMPLOYMENT TERM (but in no event later than December 31 of the
second calendar year following the year of termination); and
(B) If the amounts described in Section 4(b)(i) exceed the MONTHLY
PAYMENT LIMIT, then the MONTHLY PAYMENT LIMIT shall be paid in
substantially equal monthly installments for the remainder of the
EMPLOYMENT TERM (but in no event later than December 31 of the second
calendar year following the year of termination), and any excess over
the MONTHLY PAYMENT LIMIT shall be paid in a lump sum no later than 60
days following the EMPLOYEE’s termination.
2. Extension
of EMPLOYMENT TERM. The EMPLOYMENT TERM of the AGREEMENT is hereby extended and
the AGREEMENT shall terminate and expire on March 31, 2012.
3. Effect of Prior Agreements. Except as amended or extended by the AMENDMENT, all of
the terms and conditions of the AGREEMENT shall remain in full force and effect during the
EMPLOYMENT TERM.
4. Definitions. Capitalized terms used in this AMENDMENT without definition shall
have the meanings given to such terms in the AGREEMENT.
[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the first date
set forth above.
| EMPLOYER | EMPLOYEE | |||||||||||||
| FRANKLIN SAVINGS AND LOAN COMPANY | /s/ Xxxxxxx X. Xxxxxx | |||||||||||||
| Xxxxxxx X. Xxxxxx | ||||||||||||||
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |||||||||||||
| Xxxxxxxx X. Xxxxxxx | ||||||||||||||
| Its: | President | |||||||||||||
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