AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Exhibit
10(r)
AMENDMENT
TO CHANGE OF CONTROL AGREEMENT
THIS
AMENDMENT TO CHANGE OF CONTROL AGREEMENT dated as of January 26, 2006 (this
"Amendment"), amends that certain Change of Control Agreement dated September
22, 2003 (the “Agreement”) by and among DNB FINANCIAL CORPORATION ("Holding
Company"), DNB FIRST, NATIONAL ASSOCIATION (formerly known as Downingtown
National Bank), a national banking association with principal offices at 0
Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000 ("Bank") (Holding Company and Bank
are
sometimes referred to individually and collectively herein as the "Company")
and
______________________, an individual ("Executive").
Background
A.
Company and Executive wish to modify the Agreement to increase the “Base
Severance” payable to Executive under certain circumstances, specified in the
Agreement, after the occurrence of a “Change in Control” (as defined in the
Agreement).
B.
The
Boards of Directors of the Holding Company and the Bank have each approved
this
Agreement and it is intended to be maintained as part of the official records
of
the Holding Company and the Bank.
NOW
THEREFORE, in consideration of the mutual promises and agreements set forth
herein, the parties agree as follows:
1.
Definitions.
Capitalized terms used in this Amendment and not otherwise defined in this
Amendment shall have the respective meanings assigned thereto in the
Agreement.
2.
Change
in Certain Severance Payment Amounts.
Paragraph (f)(I) of Section 7 of the Agreement is hereby amended to read in
full
as follows:
(I)
Base
Severance.
An
amount equal to: (A) the annual base salary paid to the Executive and includible
in the Executive's gross income for federal income tax purposes during the
year
in which the date of termination occurs by Company and any of its subsidiaries
subject to United States income tax; multiplied by (B) 2.00. Such payment shall
be made in a lump sum within one (1) calendar week following the date of
termination, subject to withholding by the Company as required by applicable
law
and regulations. Notwithstanding any provision of this Agreement or any other
agreement of the parties, if the severance payment or payments under this
Agreement, either along or together with other payments which the Executive
has
the right receive from the Company, would constitute a "parachute payment"
(as
defined in Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code") or any successor provision, such lump sum severance payment shall be
reduced to the largest amount as will result in no portion of the lump sum
severance payment under this Agreement being subject to the excise tax imposed
by Section 4999 of the Code.
3.
Reaffirmation
of Agreement as Amended; Conflicts.
All of
the provisions of the Agreement, as amended by this Amendment, remain in full
force and effect. In the event that any express provision of the Agreement
conflicts with any express provision of this Amendment, the express provisions
of this Amendment shall control. All references to the “Agreement” hereafter
shall mean the Agreement as amended by this Amendment.
4.
Amendments.
No
amendments to this agreement shall be binding unless in a writing, signed by
both parties, which states expressly that it amends the Agreement.
5.
Prior
Agreements.
There
are no other agreements between Company and Executive regarding the subject
matter of this Amendment. This Amendment is the entire agreement of the parties
with respect to its subject matter and supersedes any and all prior or
contemporaneous discussions, representations, understandings or agreements
regarding its subject matter.
6.
Assigns
and Successors.
The
rights and obligations of Company and Executive under this Amendment shall
inure
to the benefit of and shall be binding upon the successors and assigns of
Company and Executive, respectively, provided, however, that Executive shall
not
assign or anticipate any of his rights hereunder, whether by operation of law
or
otherwise. For purposes of this Agreement, “Company” shall also refer to any
successor to Holding Company or Bank, whether such succession occurs by merger,
consolidation, purchase and assumption, sale of assets or
otherwise.
IN
WITNESS WHEREOF, the parties hereto have caused the due execution of this
Agreement as of the date first set forth above.
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Attest:
_________________________
Xxxxxx
X. Xxxxxxxxx
Secretary
|
Holding
Company:
DNB
FINANCIAL CORPORATION
By:________________________________
Xxxxxxx
X. Xxxxxx
Chief
Executive Officer
|
|
Attest:
_________________________
Print
Name: ____________________
Secretary
|
Bank
DNB
FIRST, NATIONAL ASSOCIATION
By:________________________________
Xxxxxxx
X. Xxxxxx
Chief
Executive Officer
|
|
Witness:
_______________________________
Print
Name: _____________________
|
Executive:
__________________________
__________________________
Individually
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