EXHIBIT 10.3
AMENDMENT TO FIRST PALM BEACH BANCORP., INC.
CHANGE OF CONTROL AGREEMENT
This Amendment is made effective as of April 21, 1998 by and between First Palm
Beach Bancorp, Inc. (the "Holding Company") and ____________ ("Executive"),
amending that certain Change of Control Agreement dated May 20, 1997 (the
"Agreement").
In consideration of the mutual covenants, terms and conditions herein set forth,
the Agreement is amended, effective on the date hereof, as follows:
1) Section 3(a) shall be amended by substituting the following for clause (B)
of the first sentence thereof:
"(B) the higher of the highest bonus (annual or otherwise) or incentive
payment earned by or accrued in respect of Executive during or in respect
of either (i) any of the three years immediately preceding that in which,
or (ii) the year in which, the Date of Termination occurs or the highest
bonus (annual or otherwise) or incentive payment so earned during or in
respect of either (x) any of the three years immediately preceding that in
which, or (y) the year in which, the Change of Control of the Holding
Company occurs."
2) The following shall be added at the end of Section 4 of the Agreement:
"(c) If within fifteen (15) days after any Notice of Termination is given,
or, if later, prior to the Date of Termination (as determined without
regard to this Section 4(c)), the party receiving such Notice of
Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination shall be extended until the earlier of
(i) the date on which the term of this Agreement ends or (ii) the date on
which the dispute is finally resolved, either by mutual written agreement
of the parties or by a final judgment, order or decree of an arbitrator or
a court of competent jurisdiction (which is not appealable or with respect
to which the time for appeal therefrom has expired and no appeal has been
perfected); provided, however, that the Date of Termination shall be
extended by a notice of dispute given by the Executive only if such notice
is given in good faith and the Executive pursues the resolution of such
dispute with reasonable diligence.
(d) If a purported termination occurs following a Change of Control and
during the term of this Agreement and the Date of Termination is extended
in accordance with Section 4(c) hereof, the Holding Company shall continue
to pay Executive the full compensation in effect when the notice giving
rise to the dispute was given (including, but not limited to, salary) and
continue Executive as a participant in all compensation, benfit and
insurance plans in which Executive was participating when the notice giving
rise to the dispute was given, until the Date of Termination, as determined
in accordance with Section 4(c) hereof. Amounts paid under this Section
4(d) are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement."
3) The following shall be added after the words "of even date herewith" in
Section 5 of the Agreement:
",as such Change of Control Agreement may have been amended at any time on
or before April 21, 1998,"
4) The following shall be added at the end of the first sentence of Section 6
of the Agreement:
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"and except that the parties understand that Executive is also a party to a
Change of Control Agreement with the Association dated of even date
herewith, as such agreement may be amended from time to time, and that the
Holding Company has guaranteed the Association's obligations thereunder
pursuant to paragraph 5 hereof."
All other terms and conditions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, First Palm Beach Bancorp, Inc. has caused this Amendment to
be executed by its duly authorized officer, and Executive has executed this
Amendment, as of the day and year first above written.
ATTEST: FIRST PALM BEACH BANCORP, INC.
By:
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WITNESS
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Executive
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