FIRST AMENDMENT TO TERMINATION AND RELEASE AGREEMENT
EXHIBIT 10.4
FIRST
AMENDMENT TO
First
Amendment, dated as of November
15, 2007 (the “Amendment”), to the Termination and Release Agreement, dated as
of December 8, 2004 (the “Release Agreement”), by and among Xxxxxx X. Xxxxxxx
(the “Executive”), KNBT Bancorp, Inc., a Pennsylvania corporation and
successor to Northeast Pennsylvania Financial Corp. (the “Company”), and
Keystone Nazareth Bank & Trust Company, as successor to First Federal Bank
(the “Bank”). Capitalized terms which are not defined herein shall
have the same meaning as set forth in the Release Agreement.
W
I T N E
S S E T H:
WHEREAS,
the Effective Date of the
Merger was May 19, 2005;
WHEREAS,
the Executive has terminated
employment with the Bank, and he is currently receiving insurance benefits
pursuant to Section 3(a) of the Release Agreement;
WHEREAS,
the IRS subsequently issued
final regulations under Section 409A of the Code in April 2007, and the parties
hereto desire to amend the Release Agreement to comply with such final
regulations; and
WHEREAS,
Section 5(b) of the Release
Agreement provides that the parties hereto may amend the Release
Agreement;
NOW,
THEREFORE, in consideration of the
premises, the mutual agreements herein set forth and such other consideration
the sufficiency of which is hereby acknowledged, the Company, the Bank and
the
Executive hereby agree as follows:
1. Amendment
to Section 3(a) of the Release Agreement. Section 3(a) of the
Release Agreement is hereby amended to add the following language at the end
of
such section:
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“Any
insurance premiums payable by the Parent pursuant to this Section
3(a)
shall be payable at such times and in such amounts as if the Executive
was
still an employee of the Parent or the Bank, subject to the terms
of
Section 3(a) hereof and subject to any increases in such amounts
imposed
by the insurance company or COBRA. The amount of insurance
premiums required to be paid by the Parent in any taxable year shall
not
affect the amount of insurance premiums required to be paid by the
Parent
in any other taxable year.”
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2. Effectiveness. This
Amendment shall be deemed effective as of the date first written above, as
if
executed on such date. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise alter, modify, amend or in
any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Release Agreement, all of which are ratified and affirmed
in
all respects and shall continue in full force and effect and shall be otherwise
unaffected.
3. Governing
Law. This Amendment and the rights and obligations hereunder
shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania applicable to contracts entered into and to be
performed entirely within the Commonwealth of Pennsylvania, except to the extent
that federal law controls.
4. Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall
for
all purposes be deemed an original, and all of which together shall constitute
one and the same instrument.
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IN
WITNESS WHEREOF, the Company, the Bank and the Executive have duly executed
this
First Amendment as of the day and year first written above.
Name:
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Xxxxxx
X. Xxxxxxx, Executive
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ATTEST:
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KEYSTONE
NAZARETH BANK
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&
TRUST COMPANY
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BY:
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BY:
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Name:
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Xxxxxxx
X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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Corporate
Secretary
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Title:
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Chairman
of the Board
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ATTEST:
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KNBT
BANCORP, INC.
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BY:
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BY:
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Name:
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Xxxxxxx
X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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Corporate
Secretary
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Title:
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Chairman
of the Board
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