EXHIBIT 10.9
AMENDMENT TO CHANGE OF CONTROL
SEVERANCE AGREEMENT
This Amendment to Change of Control Severance Agreement ("Amendment")
is entered into as of December 29, 1995, by and among BSB Bancorp, Inc. (the
"Corporation"), a Delaware corporation, its wholly-owned subsidiary BSB Bank &
Trust Company, as successor to Binghamton Savings Bank ("Employer"), and
FIELDING XXXXXXX, III, ("Executive").
WITNESSETH:
WHEREAS, the Corporation, Employer and Executive have heretofore
entered into a Change of Control Severance Agreement (the "Agreement") dated as
of November 2, 1990; and
WHEREAS, the parties desire to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and in the Agreement, and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties agree as follows:
1. A new Subsection (d) is added at the end of Section 2 of the
Agreement, to read as follows:
(d) Notwithstanding any other provision of this Agreement or of any
other agreement, contract, or understanding heretofore or hereafter entered
into between Executive and the Corporation or Employer (or any subsidiary
or affiliate of either of them), except an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes
application of this paragraph (the "Other Agreements"), and notwithstanding
any formal or informal plan or other arrangement heretofore or hereafter
adopted by the Corporation or Employer (or any subsidiary or affiliate of
either of them) for the direct or indirect provision of compensation to
Executive (including groups or classes of participants or beneficiaries of
which Executive is a member), whether or not such compensation is deferred,
is in cash, or is in the form of a benefit to or for Executive (a "Benefit
Plan"), Executive shall not have any right to receive any payment or other
benefit under this Agreement, any Other Agreement, or any Benefit Plan if
such payment or benefit, taking into account all other payments or benefits
to or for Executive under this
Agreement, all Other Agreements, and all Benefit Plans, would cause any
payment to Executive under this Agreement to be considered a "parachute
payment" within the meaning of Section 28OG(b)(2) of the Internal Revenue
Code of 1986, as amended (a "Parachute Payment"). In the event that the
receipt of any such payment or benefit under this Agreement, any Other
Agreement, or any Benefit Plan would cause Executive to be considered to
have received a Parachute Payment under this Agreement, then Executive
shall have the right, in Executive's sole discretion, to designate those
payments or benefits under this Agreement, any Other Agreements, and/or any
Benefit Plans, which should be reduced or eliminated so as to avoid having
the payment to Executive under this Agreement be deemed to be a Parachute
Payment.
2. References in the Agreement to "Binghamton Savings Bank" shall be
deemed to be references to "BSB Bank & Trust Company."
3. In all other respects, the Agreement shall continue in full force
and effect.
IN WITNESS WHEREOF, Executive has hereunto set his hand, and the
Corporation and Employer have caused this Amendment to be executed in their
names and on their behalves, all as of the day and year first above written.
BSB BANCORP, INC.
ATTEST: Xxxxx X. Xxxxxxxxx By: Xxxxxxx X. Xxxxxxx
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(Secretary) (Chief Executive Officer)
BSB BANK & TRUST COMPANY
ATTEST: Xxxxx X. Xxxxxxxxx By: Xxxxxxx X. Xxxxxxx
------------------ ------------------
(Secretary) (Chief Executive Officer)
EXECUTIVE
Fielding Xxxxxxx, III
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Fielding Xxxxxxx, III
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