Exhibit 10.14
THE SANDWICH CO-OPERATIVE BANK
EMPLOYMENT AGREEMENT
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1998 Amendment
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WHEREAS, The Sandwich Co-operative Bank (the "Bank") has entered into an
Employment Agreement (the "Agreement") with _________________ (the "Employee")
dated July 18,1994; and
WHEREAS, in connection with the Bank's and Sandwich Bancorp's upcoming
merger with Compass Bank for Savings and The 1855 Bancorp, the Bank desires to
amend the Agreement to allow the Employee to receive his severance benefits in
annual installments over a period of up to two years; and
WHEREAS, the Board of Directors of the Bank and the Employee have
determined that it is in their respective best interests to amend the Agreement
in the manner set forth herein.
NOW, THEREFORE, the Agreement is hereby amended as follows, pursuant to
Paragraph 13 thereof:
1. The second sentence of Section 11(a) of the Agreement shall be amended
in its entirety to provide as follows:
Said sum shall be paid either (i) in one lump sum within ten days of such
termination, or (ii) if prior to the date which is 90 days before the date
on which a change in control occurs, the Employee files a duly executed
irrevocable election form in the form attached hereto as Exhibit "A",
payment of the amount payable under this Section 11(a) shall be made
according to the elected schedule (i.e., in designated annual installments
over a period of up to two years following the change in control). Deferred
amounts shall bear interest from the date on which they would otherwise be
payable until the date paid at a rate equal to the prevailing one-year
constant maturity treasury rate.
2. The first sentence in the second paragraph of Section 11(d) shall be
amended by replacing "12-consecutive" with "24-consecutive".
3. The third paragraph of Section 11(d) of the Agreement shall be amended
in its entirety to provide as follows:
1998 Amendment
Page 2
(d) Upon the earlier of (i) the Trust's final payment of all amounts
due under this Section 11 or (ii) the date 24 months after the change in
control, the trustee of the Trust shall pay to the Bank the entire balance
remaining in the segregated account maintained for the benefit of the
Employee. The Employee shall thereafter have no further interest in the
Trust.
4. Nothing contained herein shall be held to alter, vary or affect any of
the terms, provisions, or conditions of the Agreement other than stated above.
WHEREFORE, the undersigned parties hereby approve this 1998 Amendment to
the Agreement.
Date of Execution: ___________, 1998
ATTEST: THE SANDWICH CO-OPERATIVE BANK
_______________________________ By____________________________
Secretary Its_________________________
WITNESS: EMPLOYEE
_______________________________ ______________________________
