Exhibit 10.1
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT OF XXXXX X. XXXXXXXX
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 January 1, 2003, by and between Peoples State
Bank, Wausau, Wisconsin, a Wisconsin banking corporation (the "Bank"), and
Xxxxx X. Xxxxxxxx, of Wausau, Wisconsin ("Xx. Xxxxxxxx").
WHEREAS, the Bank and Xx. Xxxxxxxx wish to amend the Agreement in order
to avoid unintended and adverse income tax consequences to Xx. Xxxxxxxx;
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 January
1, 2003 (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. Xxxxxxxx'x
death, or (b) the later of (1) the third anniversary of the Commencement
Date 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 the Commencement
Date, 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. Xxxxxxxx giving to the other, at any time on or after the
Commencement Date, 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. Xxxxxxxx'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.
Xxxxxxxx'x employment is terminated pursuant to paragraphs 5 or 8;
provided, however, that for purposes of Xx. Xxxxxxxx'x entitlement to any
severance benefit pursuant to such paragraphs, Xx. Xxxxxxxx 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. Xxxxxxxx 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. Xxxxxxxx may become entitled under the terms of paragraph 8 in the
event of his termination of employment for Good Reason be paid to Xx. Xxxxxxxx
until the date on which he has incurred a Separation from Service; provided,
however, that in the event Xx. Xxxxxxxx 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. Xxxxxxxx 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. XXXXXXXX
Xxxxx X. Xxxxxxxx
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