Exhibit 10.10(b)
FIRST ESSEX BANCORP, INC.
00 XXXX XXXXXX
POST OFFICE BOX 2010
ANDOVER, MASSACHUSETTS 01810
December 16, 1999
Xx. Xxxxxxx X. Xxxxx
00 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
RE: EXECUTIVE SPECIAL TERMINATION AGREEMENT
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Dear Xxxx,
We are writing to confirm the changes we have agreed to make to that
certain Special Termination Agreement (the "Agreement") between you and First
Essex Bancorp, Inc. (the "Holding Company"), dated as of January 1, 1994 and
restated as of October 9, 1997. We propose to confirm our mutual understanding
of the following Amendments to the Agreement:
1. Section 5.2 of the Agreement is hereby amended to read as follows:
"5.2 An aggregate amount equal to three (3) times the sum of
the Executive's (a) then current base salary and (b) highest annual
bonus paid during the three fiscal years preceding termination of
employment."
2. Section 6. of the Agreement is hereby amended to read as follows:
"6. In the event a Terminating Event occurs within two (2)
years after a Change in Control, the Holding Company shall continue to
pay to the Executive the disability and medical benefits existing on
the date of the Terminating Event at the level in effect on, and at the
same out-of-pocket cost to the Executive as of, the date of such
Terminating Event, for a period of three (3) years. Such medical
benefits shall be deemed to have been provided under the provisions of
COBRA. Additionally, the Holding Company shall provide an amount equal
to the excess of (a) the actuarial value of the benefits which the
Executive would have accrued under the Employers' qualified pension
plan and non-qualified supplemental retirement plan if the Executive's
Employment had continued for a period of three (3) years following his
date of termination, over (b) the actuarial equivalent of the
Executive's actual benefit under the pension plan and the non-qualified
supplemental retirement plan."
In all other respects the Agreement shall remain in full force and
effect.
Please counter sign below to confirm your agreement with the foregoing
amendments to the Agreement. Upon our receipt of such countersignature, this
letter agreement shall become a binding agreement between us, under seal, to be
governed by in all respects the laws of The Commonwealth of Massachusetts
without giving effect to the principles of conflicts of law of such state.
Very truly yours,
First Essex Bancorp, Inc.
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Chairman & CEO
Agreed and Accepted:
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
