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EXHIBIT 10.11(b)
BKMU 2000 10-K
AMENDMENT NO. 1 TO SUPPLEMENTAL RETIREMENT AGREEMENT
This Amendment No. 1 to Supplemental Retirement Agreement ("Amendment
No. 1") is made and entered into as of this 20th day of September, 1995, by and
between First Northern Savings Bank, S.A., a Wisconsin chartered capital stock
savings and loan association (hereinafter referred to as "Employer"), and
____________ (hereinafter referred to as "Executive").
WHEREAS, Executive and Employer entered into a Supplemental Retirement
Agreement dated as of January 1, 1994 (the "Agreement"), which remains in effect
at the date hereof; and
WHEREAS, Employer is currently in the process of reorganizing into the
holding company form of ownership, upon completion of which First Northern
Capital Corp. ("Holding Company") will own all of the outstanding stock of
Employer and each stockholder of Employer will become a stockholder of Holding
Company with the same respective ownership interest therein as held in Employer
immediately prior to consummation of the transaction (the "Reorganization"); and
WHEREAS, as a result of the Reorganization, Employer and Executive wish
to ensure that the change in control provisions contained in the Agreement
equally apply to Holding Company as they currently do to Employer.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Executive and Employer, the
parties hereto hereby agree as follows:
1. Amendments to Agreement. The Agreement is hereby amended as
follows:
(a) Section 1.4 of the Agreement is amended in its entirety to
read as follows:
"Change in Control. A "Change in Control" shall mean the occurrence of
any of the following events:
(a) A Change of Directors, which shall be deemed to have
occurred if, during any period of two (2) consecutive years: (i) the
individuals, who at the beginning of any such period constituted the directors
of Employer and persons who become directors after nomination by the Board of
Directors, or a committee thereof, of the Employer, cease for any reason to
constitute at least a majority thereof, or (ii) the individuals, who at the
beginning of any such period constituted the directors of First Northern Capital
Corp. ("Holding Company") and persons who become directors after nomination by
the Board of Directors, or a committee thereof, of Holding Company, cease for
any reason to constitute at least a majority thereof;
(b) There is a Successor of or to Employer or Holding
Company;
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(c) The filing of Employer or Holding Company of a report
or proxy statement with the Office of Thrift Supervision ("OTS"), the Federal
Deposit Insurance Corporation, the Securities and Exchange Commission or other
appropriate federal regulatory agency disclosing in response to Item 1 of Form
8-K or Item 5 of Part II of Form 10-Q, each promulgated pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act"), or Item 6(e) of
Schedule 14A promulgated thereunder, or comparable or successor Forms, Schedules
or Items of the appropriate federal regulatory agency, that a Change in Control
of Employer or Holding Company has or may have occurred pursuant to any contract
or transaction; or
(d) The determination that any individual, group of
persons, partnership, corporation or other organization has acquired "control"
of Employer or Holding Company as defined in Section 574.4 of the Rules and
Regulations issued by the OTS under the Home Owners' Loan Act as amended (the
"Regulations") or other comparable rule or regulation of the appropriate federal
regulatory agency; provided, however, that if such individual, group of persons,
partnership, corporation or other organization, or any of them, shall be
required to file an application with the OTS (or other appropriate federal
regulatory agency) as required by Section 574.3 of the Regulations (or other
comparable rule or regulation promulgated by the appropriate federal regulatory
agency) as a condition to their acquisition of title of any of such voting
securities, the acquisition of such control for purposes of this paragraph (d),
of such voting securities shall not be deemed to have occurred until the OTS (or
other appropriate federal regulatory agency) shall have given its approval."
(b) Section 1.6 of the Agreement is amended in its entirety to
read as follows:
"'Successor' shall mean any successor in interest, including without
limitation, any entity, individual or group of persons acquiring directly or
indirectly all or substantially all of the business or assets of Employer or
Holding Company whether by sale, merger, consolidation, reorganization or
otherwise."
(c) The first sentence of Section 10(a) of the Agreement is
amended in its entirety to read as follows:
"In the event that the benefits payable to the Executive under this
Agreement or any other payments or benefits received or to be received by the
Executive from the Employer (whether payable pursuant to the terms of any plan,
agreement or arrangement with the Employer) or any corporation ("Affiliate")
affiliated with the Employer within the meaning of Section 1504 of the Internal
Revenue Code of 1986, as amended (the "Code"), in the opinion of tax counsel
selected by the Employer's independent auditors and acceptable to the Executive,
constitute "parachute payments" within the meaning of Section 280G(b)(2) of the
Code, and the present value of such "parachute payments" equals or exceeds three
(3) times the average of the annual compensation payable to the Executive by the
Employer (or an Affiliate) and includible in the Executive's gross income for
federal income tax purposes for the five (5) calendar years preceding the year
in which a change in ownership or control of the Employer or Holding Company
occurred ("Base Amount"), such benefits under this Agreement shall be reduced to
an amount the present value
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of which (when combined with the present value of any other payments or benefits
otherwise received or to be received by the Executive from the Employer (or an
Affiliate) that are deemed "parachute payments") is equal to 2.99 times the Base
Amount, notwithstanding any other provision to the contrary in this Agreement."
2. Effective Date of Amendment No. 1. This Amendment No. 1 shall
be effective immediately upon execution by the parties hereto; however,
Executive hereby acknowledges and agrees that the Reorganization shall not
constitute a "change in control" of Employer or Holding Company for any purpose
under the Agreement, as amended by this Amendment No. 1.
3. Continuance of Agreement. Other than as amended herein, all
of the provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Supplemental Retirement Agreement as of the day and year first above written.
FIRST NORTHERN SAVINGS BANK, S.A.
By:
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Xxxxxxx X. Xxxxxxxx, President
and Chief Executive Officer
Attest:
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Xxxxx X. Xxxx, Secretary
[Executive]
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