1
AMENDMENT TO EMPLOYMENT AGREEMENT
WHEREAS, Mohawk Community Bank (the "Bank") and Xxxx X. Xxxxxxx (the
"Employee") previously entered into an Employment Agreement (the "Agreement")
dated November 16, 1998, and
WHEREAS, Section 13 of this Agreement provides that amendments to this
Agreement may be made in writing and signed by both parties,
NOW THEREFORE, BE IT RESOLVED that this Agreement be amended by
adoption and execution of this Amendment to the Agreement as follows.
A. Amendment to Section 17 of the Agreement by inclusion of the
following at the end of such section, as follows:
In the event that the Employee incurs reasonable legal fees and
expenses necessary to enforce his rights under the Agreement or
the Employee otherwise incurs legal fees and expenses necessary to
protect his individual rights and interests based upon his actions
as an officer, employee and/or director of the Bank, the Bank
shall indemnify and reimburse the Employee for such fees and
expenses to the maximum extent permitted under applicable law.
B. Amendment to the Agreement by the addition of a new Section 18 of
the Agreement , as follows:
18. Ambanc Guaranty. The Company shall guaranty the payment of the
Termination Payment referred to in Section 7(j) of the Agreement and the
indemnification and reimbursement to the Employee for such fees and expenses
referenced at Section 17 of the Agreement in the event that the Bank fails for
any reason to make such payments to the Employee in a timely manner (the
"Guaranty"). The Employee in his reasonable discretion may make written demand
to the Company for immediate payment in accordance with such Guaranty following
the failure by the Bank to make such payments in a timely manner, and the
Company shall thereafter make such payment to the Employee within three business
days of such demand.
C. Revision to Section 2 of the Agreement by inclusion of the
following sentence at the end of such Section, as follows:
"Notwithstanding anything herein to the contrary, the expiration
term of the Agreement shall be November 16, 2003, or such other
later date as shall be hereafter authorized by the Board."
D. All other provisions of the Agreement and of prior amendments shall
remain in full force and effect, except as amended in accordance with this
Amendment.
2
As Secretary to the Bank, I hereby certify that the foregoing
Amendment was adopted and ratified by a majority vote of a meeting of the Board
of Directors of the Bank, held on November 29, 2000, a quorum being present.
/s/ Xxxxxx Xxxxx
-------------------------
Xxxxxx Xxxxx, Secretary
SEAL
IN WITNESS WHEREOF, the parties to the Agreement dated November 16,
1998, as amended, do hereby execute this Amendment to the Agreement on this 21st
day of December, 2000.
Mohawk Community Bank
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Xxxxxx X. Xxxxxxx,
Chairman of the Board
/s/ Xxxx X. Xxxxxxx
-------------------------
Xxxx X. Xxxxxxx, Employee
ATTEST:
/s/ Xxxxxx Xxxxx
-----------------------
Xxxxxx Xxxxx, Secretary
SEAL
3
As Secretary to Ambanc Holding Co., Inc. ("Company"), I hereby certify
that the foregoing Amendment and related Agreement was adopted and ratified by a
majority vote of a meeting of the Board of Directors of the Company, held on
November 29, 2000, a quorum being present.
/s/ Xxxxxx Xxxxx
------------------------
Xxxxxx Xxxxx, Secretary
SEAL
IN WITNESS WHEREOF, Ambanc Holding Co., Inc. does hereby execute this
Amendment as a party to the Amendment and a guarantor of payments that may be
required to be made to the Employee under the Agreement and the Amendment this
21st day of December, 2000.
Ambanc Holding Co., Inc.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Xxxxxx X. Xxxxxxx,
Chairman of the Board
ATTEST:
/s/ Xxxxxx Xxxxx
-----------------------
Xxxxxx Xxxxx, Secretary
SEAL
