Exhibit 10.3
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT OF XXXXX X. XXXXXXXXX
This agreement is entered into as of this 13th day of April, 2005 and
constitutes an amendment ("Amendment No. 1") to that certain employment
agreement (the "Agreement") dated April 10, 2003, by and between Peoples State
Bank, Wausau, Wisconsin, a Wisconsin banking corporation (the "Bank"), and
Xxxxx X. Xxxxxxxxx, of Wausau, Wisconsin ("Xx. Xxxxxxxxx").
WHEREAS, the Bank and Xx. Xxxxxxxxx wish to amend the Agreement in order
to extend the term of the Agreement and to avoid unintended and adverse income
tax consequences to Xx. Xxxxxxxxx;
The parties agree as follows:
1. Defined Terms. Each term, when used in this Amendment No. 1, shall have
the same meaning as such term in the Agreement.
2. Term. Paragraph 2 of the Agreement shall be amended to read as follows:
2. Term. The term of this agreement shall commence on the
Commencement Date and shall end at midnight on the Expiration Date. For
purposes of this agreement, the term "Expiration Date" shall mean the
first to occur of (a) the date of Xx. Xxxxxxxxx'x death, or (b) the later
of (1) March 31, 2008, and (2) the date to which the term of this
agreement has most recently been extended pursuant to the following
sentence. On the last day of each calendar month which commences on or
after March 31, 2005, the term of this agreement shall automatically be
extended for one calendar month; provided, however, that automatic
extensions of the term of this agreement (and, consequently, the
Expiration Date) pursuant to this sentence shall cease on the first to
occur of (x) either the Bank or Xx. Xxxxxxxxx giving to the other, at any
time on or after March 31, 2005, a written notice that no, or no further,
as the case may be, automatic extensions of the term of this agreement
shall thereafter occur, but the giving of such a notice shall not affect
any previous extensions, or (y) Xx. Xxxxxxxxx'x 62nd birthday. The term
"Term of Employment" shall mean the period beginning on the Commencement
Date and ending on the earlier of the Expiration Date or the date on
which Xx. Xxxxxxxxx'x employment is terminated pursuant to paragraphs 5
or 8; provided, however, that for purposes of Xx. Xxxxxxxxx'x entitlement
to any severance benefit pursuant to such paragraphs, Xx. Xxxxxxxxx shall
be deemed to have incurred a termination of employment with the Bank only
on such date on which his employment has been terminated by the Bank,
each other member of the controlled group of corporations of which the
Bank is a member, and each other entity under common control with the
Bank, and has thereby incurred a separation from service within the
meaning of Code Section 409A(a)(2)(A) (a "Separation from Service").
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3. Definition of "Key Employee". For purposes of this Amendment No. 1, the
term "Key Employee" means each person who is a "key employee" within the
meaning of Code Section 416(i).
4. Payment of Severance Benefits. Notwithstanding any other provision of
the Agreement to the contrary, in no event shall the severance benefit to which
Xx. Xxxxxxxxx may become entitled under the terms of paragraph 5(b) in the
event of his termination for a reason other than good cause or the severance
benefit to which Xx. Xxxxxxxxx may become entitled under the terms of paragraph
8 in the event of his termination of employment for Good Reason be paid to
Xx. Xxxxxxxxx until the date on which he has incurred a Separation from
Service; provided, however, that in the event Xx. Xxxxxxxxx was a Key Employee
as of the date of his Separation from Service, no severance benefit shall be
paid to him until the date which is not less than six months after the date of
such Separation from Service.
5. Ratification of Employment Agreement. Except as otherwise provided in
paragraphs 2, 3 and 4 of this Amendment No. 1, all terms of the Agreement are
hereby ratified and confirmed and remain in full force and effect.
IN WITNESS WHEREOF, the Bank and Xx. Xxxxxxxxx have caused this
instrument to be executed as of the date first written above.
PEOPLES STATE BANK
By: XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
As its Executive Vice President
XXXXX X. XXXXXXXXX
Xxxxx X. Xxxxxxxxx
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