EXHIBIT 10.15
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made this 29th day
of January, 2004 (the "Effective Date"), by and between TOWER FINANCIAL
CORPORATION, an Indiana corporation (the "Company"), and XXXXXX X. XXXXXXXX (the
"Executive").
RECITALS
Whereas, the Company entered into that certain Employment Agreement with
Executive, effective as of January 1, 2002; and
WHEREAS, the parties wish to amend the Employment Agreement.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration, the receipt of which is hereby acknowledged by both
parties, the Employment Agreement is hereby amended, effective as of January 1,
2004, as follows:
1. The following sentence shall be added to the end of Subsection 7.1(b):
Notwithstanding any term of the Tower Financial Corporation
Supplemental Executive Retirement Plan (the "Plan) referenced in this
Subsection 7.1(b) (the "Plan"), the Company agrees that it will maintain
such plan and allow Executive to participate during his employment with the
Company. The termination of the Plan or any amendment to the Plan that
affects Executive must be approved by Executive prior to the termination or
amendment becoming effective. The Employment Agreement will control in the
event of a conflict between the Employment Agreement and the Plan.
2. A new Section 7.01(c) shall be added which shall read in its entirety
as follows:
(c) Notwithstanding anything to the contrary contained in the Plan, in
the event Executive dies after commencing benefits under the Plan, the
Company agrees to pay Executive's designated beneficiary an amount equal to
A minus B, where:
"A" equals the present value of Executive's Accrued Benefit, as
defined by the Plan, determined as of his date of retirement; and
"B" equals the actual amount of benefits paid to Executive under the
Plan.
Any amount payable under this Paragraph (c) may, but need not, be paid
from proceeds of a life insurance policy, the costs of which shall be paid
by the Company. Executive shall designate a beneficiary for any benefit
under this Paragraph (c) on a form approved by the Company. Any amount
payable hereunder shall be paid in a lump sum within 90 days of the date of
Executive's death.
3. Section 7.02 is amended in its entirety and shall read as follows:
Section 7.02. Additional Fringe Benefits.
(a) In addition to the fringe benefits set forth in Section 7.01, the
Executive shall be entitled to the payment by the Company of the
Executive's annual dues at the Fort Xxxxx Country Club, and expenses
related to the Executive's use of such Country Club for matters related to
the business of the Company.
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(b) During the term of this Agreement, the Company shall reimburse
Executive for the actual annual cost he incurs for Five Hundred Thousand
Dollars ($500,000.00) in term life insurance. The Company shall have no
obligation to seek or provide such policy, but only provide reimbursement.
The Company may, at its option, provide Executive with Five Hundred
Thousand Dollars ($500,000.00) in term life insurance through a
corporate-owned life insurance policy ("COLI"), and, if it does so, shall
not be required to reimburse Executive for any life insurance cost incurred
after and during the COLI is in effect. Executive shall designate a
beneficiary for the benefit payable under this Section 7.02(b).
(c) Further, the Company shall provide Executive with the use of an
automobile, which the Executive shall select with the consent of the
Company, and shall pay all other reasonable maintenance, expense and fuel
charges related to such vehicle. Executive shall be solely responsible for
any imputed income incurred as a result of any fringe benefits.
4. The following sentence shall be added to the end of Section 10.01:
In the event Executive is terminated by the Company without cause, the
Non-Compete Period shall be reduced to 180 days solely for the purposes of
this Section 10.01.
5. The remainder of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed as of the date first
above written.
TOWER FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx,
Chief Financial Officer
("Company")
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
("Executive")
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