December 11, 2005
EXHIBIT 10.1
December
11, 2005
R.
Xxxxxxx Xxxxxxxxxx
0000
Xxxxxxx Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Dear
Xxxx:
We
are
parties to a certain Employment Agreement (herein so called), dated December
1,
2003, as amended, pursuant to which you are employed as the President and CEO
of
First Security Bancorp, Inc. and First Security Bank of Lexington, Inc.
Capitalized terms used herein that are defined in that Employment Agreement
have
the meanings given them in the Employment Agreement.
The
Employment Agreement contains, among other things, the obligation of the Bank
to
pay you certain severance benefits upon the termination of your employment
and
your obligation not to compete with the Bank for a period following the
termination of your employment. The amount of the severance payment to which
you
are entitled under the Employment Agreement increases if the termination of
your
employment occurs in connection with a Change in Control, as defined in the
Employment Agreement.
We
acknowledge and agree that a portion of the severance to which you are entitled
under the Employment Agreement is in consideration of your post-termination
obligations under the Employment Agreement (specifically, your non-compete
and
confidentiality covenants). We also acknowledge that the balance of the
severance to which you are entitled could be subject to Section 280G of the
Internal Revenue Code of 1986, as amended, to the extent it is payable at or
following a Change in Control. We agree that it is to our mutual benefit and
advantage that under no circumstances should such payment be in an amount which
would constitute a “parachute payment” under that section. Accordingly, we agree
that your Employment Agreement shall be amended, effective immediately, to
add
the following new section:
No
Parachute Payment.
It is
the intention of the parties that no payment to be made to Executive under
this
Agreement will constitute a “parachute payment” within the meaning of 17 USC
Section 280G of the Internal Revenue Code of 1986, as amended. If, and only
if,
any payment to which Executive is entitled under this Agreement would otherwise
constitute a “parachute payment”, then the amount of the payment to which
Executive shall be entitled under this Agreement shall be reduced to the nearest
dollar necessary in order for the payments made under this Agreement not to
constitute a “parachute payment” within the meaning of 17 USC Section 280G of
the Internal Revenue Code of 1986, as amended. The parties agree to cooperate
and consult with one another in connection with any inquiry regarding whether
any adjustment may be required and to reach a consensus before any adjustment
is
made pursuant to this Section.
Please
execute this letter in the space provided below to evidence your agreement
to
the foregoing.
FIRST
SECURITY BANK OF LEXINGTON, INC.
By
/s/
Xxxxxx X.
Xxxxx Date:
December 11, 2005
Title
Chairman
FIRST
SECURITY BANCORP, INC.
By
/s/
Xxxxxx X.
Xxxxx Date:
December 11, 2005
Title
Chairman
/s/
R.
Xxxxxxx Xxxxxxxxxx Date:
December 11, 2005
R.
Xxxxxxx Xxxxxxxxxx
