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EXHIBIT 10.5(b)
EMPLOYMENT AGREEMENT AMENDMENT
This Amendment ("Amendment") is made and entered into as of this 17th
day of February, 1998, to amend that certain Employment Agreement made and
entered into as of the 21st day of December, 1993 ("Employment Agreement"), by
and between Mutual Savings Bank, a Wisconsin chartered savings bank (hereinafter
referred to as "Employer"), and Xxxxxxx X. Xxxxxxx, Xx. (hereinafter referred to
as "Executive").
WHEREAS, Employer and Executive entered into the Employment Agreement
on December 21, 1993; and
WHEREAS, the Employment Agreement was entered at a time when it was
contemplated that Employee would reorganize into mutual holding company form
such that Employer would become a stock form of organization ("Reorganization");
and
WHEREAS, the Reorganization has not occurred; and
WHEREAS, the Employer and the Executive desire to amend the Agreement
to clarify a certain provision in view of Employer's continuing mutual form.
NOW THEREFORE, for good and valuable consideration which is hereby
acknowledged by Executive and Employer, including without limitation, the
promises and covenants described herein, the parties hereto agree as follows:
1. Section 2.6(b) of the Employment Agreement is hereby amended
to read as follows:
For purposes of this Agreement, a "Change in Control" shall be
deemed to have occurred if (i) any "person" (as such term is
used in Section 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934) becomes the beneficial owner, directly or
indirectly, of securities of, or obtains, directly or
indirectly, control of the voting rights in, the Bank or the
Company in a transaction or transactions subject to the notice
provisions of the Change in Bank Control Act of 1978, as
amended from time to time, or approval under the Bank Holding
Company Act of 1956, as amended from time to time; (ii)
someone other than the Company becomes owner of more than 25%
of the voting securities, or obtains control of more than 25%
of the outstanding voting power, of the Bank; (iii) during any
period of two (2) consecutive years, the individuals, who at
the beginning of any such period constituted the directors of
the Bank or the Company, cease for any reason to constitute at
least a majority thereof; or (iv) the
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occurrence of any of the following events:
(A) There is a Successor (as hereinafter
defined) of or to Employer or the Company; or
(B) The filing by the Employer or the
Company of a report or proxy statement with the
Federal Deposit Insurance Corporation ("FDIC") or the
Securities and Exchange Commission 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 successor Items, that a
Change in Control of the Employer or the Company has
or may have occurred pursuant to any contract or
transaction.
2. Except as expressly amended herein, the Employment Agreement remains
unchanged and continues in full force and effect.
In witness whereof, the parties have executed this Amendment to the
Employment Agreement as of the day and year first above written.
MUTUAL SAVINGS BANK
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx, Xx.,
Chairman of the Board
Attest: /s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
Senior Vice President - Finance/Treasurer
XXXXXXX X. XXXXXXX, XX.
/s/ Xxxxxxx X. Xxxxxxx, Xx.
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