Exhibit 10.3
THE FIRST NATIONAL BANK OF LITCHFIELD
AMENDMENT TO
FIRST AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
This Amendment to the First Amendment and Restatement to the Supplemental
Executive Retirement Agreement (the "Agreement") dated as of and effective the
20th day of November, 2008 (the "Agreement"), is made the __ day of
_______________, 2009 by and between THE FIRST NATIONAL BANK OF LITCHFIELD, a
bank organized and existing under the national banking laws of the United States
of America with its main office located at 00 Xxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxx, 00000 (the "Bank") and __________, whose mailing address is
_________________________ (the "Executive").
Whereas, the Executive has been and continues to be a valued executive of
the Bank;
Whereas, the Executive has performed his/her duties as
_____________________________ in a capable and efficient manner; and
Whereas, the Bank wishes to ensure the continued loyalty and services of
the Executive by providing him with deferred compensation,
Whereas, First Litchfield Financial Corporation, the holding company for
the Bank (the "Holding Company") has participated in the Capital Purchase
Program of the Troubled Assets Relief Program ("TARP") of the United States
Department of the Treasury (the "Treasury");
Whereas, the American Recovery and Reinvestment Act of 2009 (the "2009
Act") amended Section 111 of the Emergency Economic Stabilization Act of 2008
(the "2008 Act") to provide that any "TARP recipient [is prohibited from] making
any golden parachute payment to [specified] officer[s] and ... employees of the
TARP recipient during the period in which any obligation arising from financial
assistance provided under the TARP remains outstanding";
Whereas, any payment under the Agreement could be a "golden parachute
payment" as defined in Section 111 of the 2009 Act;
Whereas, the Executive may presently be or in the future may be an officer
or employee to whom a golden parachute payment may be prohibited under the 2009
Act; and
Whereas, the Holding Company and the Bank and the Executive agree that is
in the best interests of the Holding Company and the Bank for the Holding
Company to be in compliance with Section 111 of the 2009 Act.
Whereas, to further the above recited corporate objectives, and for other
good and valuable consideration, the receipt and adequacy of which each party
hereby acknowledges, the Bank and the Executive agree to add Section 17 to the
Agreement as follows:
10
17. Compliance with Compensation Standards. Notwithstanding any provision
--------------------------------------
in the Agreement to the contrary, no payment shall be made pursuant to the
Agreement which, if made, would violate applicable provisions of the 2008 Act,
the 2009 Act or compensation standards or regulations enacted by the Treasury
pursuant thereto. For purposes of the Agreement, the Executive shall be deemed
to be a person subject to Section 111 of the 2009 Act.
EXECUTED under seal as of the day and year first above written, and in the
case of the Bank by its duly authorized representative.
THE FIRST NATIONAL BANK OF LITCHFIELD
ATTEST: By:__________________________________
______________________ (duly authorized)
EXECUTIVE
ATTEST: By:___________________________________
______________________
11
