AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment is dated March 29, 2007, and is between Xxxxxxx Insurance Agency, Inc., a
Pennsylvania corporation, and Xxxxxxxxxxx X. Xxxxxxx.
The parties hereto are parties to an Employment Agreement (the “Agreement”) dated as of
January 20, 2007, and wish to amend the Agreement in the manner hereinafter set forth.
Now, therefore, the parties hereto hereby agree as follows:
Section 8(c) of the Agreement is hereby amended and restated to read in its entirety as
follows, the effect of such amended and restated language being to add the second parenthetical
clause in such Section, which begins “(and/or any other amount . . .”:
“(c) Notwithstanding any other provision of this Agreement, if the aggregate present value of
the “parachute payments” to the Employees described in Section 8(b), determined under Section
280G(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (and any other amount payable
or benefit provided hereunder or any other severance plan, program, policy or obligation of the
Employer that would constitute a parachute payment under Code Section 280G) would be, but for this
Section 8(c), at least three times the “base amount” determined under such Section 280G, then the
parachute payments otherwise payable under this Agreement (and any other amount payable hereunder
or any other severance plan, program, policy or obligation of the Employer) shall be reduced so
that the aggregate present value of the parachute payments to Employee determined under Section
280G, does not exceed 2.99 times the base amount, if possible; provided, however, that if the
aggregate present value of such parachute payments exceeds 110% of 2.99 times the Employee’s base
amount, the employer shall make an additional payment to the Employee equal to an amount that is
sufficient to pay the Employee’s excise taxes payable with respect to such parachute payments under
Code Section 4999 net after all taxes (including excise taxes) on such additional payment (so that
the Employee is left, on a net, after-tax basis, in the same position as the Employee would have
been if no portion of the payments to the Employee were subject to excise tax under Code Section
4999). In no event, however, shall any benefit provided hereunder be reduced to the extent such
benefit is specifically excluded from treatment under Section 280G of the Code as a “parachute
payment” or as an “excess parachute payment.” Any decisions regarding the requirement or
implementation of such reductions shall be made by the then current tax counsel and accounting firm
retained by the Employer provided, however, that in the event of a Hostile Change of Control, said
decisions shall be made by the tax counsel and accounting firm retained by the Employer immediately
prior to the Hostile Change of Control.”
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above
written.
| XXXXXXX INSURANCE AGENCY, INC. |
||||
| By | Xxxxx X. Xxxxxx | |||
| Title: EVP, Secretary, Treasurer & CFO | ||||
| Xxxxxxxxxxx X. Xxxxxxx | ||||
| Xxxxxxxxxxx X. Xxxxxxx | ||||
