AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 99.4
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of the 21 day
of September, 2006 by and between United Heritage Bank, a Florida banking corporation (the “Bank”)
and Xxxxxxx X. Xxxxx (the “Executive”).
BACKGROUND
The Bank and the Executive entered into an Employment Agreement as of March 15, 2004 (the
“Employment Agreement”). The parties desire to enter into this Amendment to amend certain
provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the promises and of the covenants and agreements herein
contained, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Bank and the Executive covenant and agree as follows:
1. Defined Terms. Capitalized terms used in this Amendment shall have the meanings
given to such terms in the Employment Agreement, unless otherwise provided in this Amendment.
2. Amendment of Section 8 of the Employment Agreement. The following provision is added to
the Employment Agreement as new Section 8(g):
(g) Excise Tax. In the event that any consideration or other amount paid or
payable to Executive hereunder as well as any other agreements between the Executive
and the Bank constitutes or is deemed to be an “excess parachute payment” within the
meaning of Section 280G(b) of the Internal Revenue Code of 1986 (or any other
amended or successor provision) that is subject to the tax imposed pursuant to
Section 4999 of the Internal Revenue Code of 1986 (or any other amended or successor
provisions) (“Excise Tax”), the Bank shall pay to Executive an amount (“Gross-Up
Amount”) that, after reduction of the amount of such Gross-Up Amount for all
federal, state and local tax to which the Gross-Up Amount is subject (including the
Excise Tax to which the Gross-Up Amount is subject) is equal to the amount of the
Excise Tax to which such amount constituting an excess parachute payment is subject.
For purposes of determining the amount of any Gross-Up Amount, Executive shall be
deemed to pay federal income taxes at the highest marginal rate of federal income
taxation in the calendar year in which the Gross-Up Amount is to be made and state
and local income taxes at the highest marginal rate of taxation in the state and
locality of residence of Executive on the date the excess parachute payment is made,
net of
the maximum reduction in federal income taxes that could be obtained from the
deduction of such state and local taxes.
3. Effect of Amendment. Except as expressly modified by this Amendment, the terms,
covenants and conditions of the Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written.
| “BANK” | “EXECUTIVE” | |||||
| UNITED HERITAGE BANK | Xxxxxxx X. Xxxxx | |||||
| By: |
/s/ Xxxxx X. Xxxxxx
|
/s/ | Xxxxxxx X. Xxxxx
|
|||
| As Its: | President & CEO |
