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EXHIBIT 10.13
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment"), is
made and entered into as of this _____ day of ________, 1998, to be effective as
of September 23, 1998 ("Effective Date"), by and between LOCAL FINANCIAL
CORPORATION, a Delaware corporation ("LFC"), its wholly-owned subsidiary bank,
LOCAL FEDERAL BANK, F.S.B., a federally chartered stock savings bank ("Bank"),
both with address of 0000 X. X. 00xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, and
XXXXXX X. XXXXXXXX, an individual resident of the State of Oklahoma, with
mailing address of 00000 Xxxxx 000, Xxxxx, Xxxxxxxx 00000 ("Xxxxxxxx").
R E C I T A L S:
A. LFC and Bank made and entered into that certain Employment
Agreement with Xxxxxxxx dated September 8, 1997 ("Agreement") whereby LFC and
Bank employed Xxxxxxxx to serve as the Chairman of the Board of Directors and
Chief Executive Officer of LFC and of the Bank, respectively, and to manage and
direct the conduct of their banking businesses pursuant to the terms and
conditions and for the compensation and benefits to be paid to Xxxxxxxx as set
forth and fully described in the Agreement. Xxxxxxxx has well and fully served
as the Chairman of the Board of Directors and Chief Executive Officer of LFC and
of the Bank since the date of the Agreement and continues to so serve as of the
effective date of this Amendment.
B. LFC, Bank and Xxxxxxxx are desirous of amending the
Agreement to more specifically provide for the severance benefits which Xxxxxxxx
might become entitled to receive in the event of a "Change of Control," as that
term is defined below in this Amendment, occurring to LFC or the Bank during the
term of the Agreement. The purpose and effect of this Amendment is to
specifically provide benefits and protection to Xxxxxxxx in the event of the
occurrence of such a Change of Control and to supplement his existing rights and
benefits in that regard as currently set forth in the Agreement.
C. Accordingly, LFC, the Bank and Xxxxxxxx are desirous of
entering into this Amendment in order to specifically provide for benefits and
protection to Xxxxxxxx in the event of the occurrence of a Change of Control, as
defined herein, occurring to LFC or the Bank during the term of the Agreement
and to amend certain specific provisions of the Agreement in order to make them
consistent with the benefits and protection being accorded to Xxxxxxxx by the
provisions of this Amendment.
NOW, THEREFORE, in consideration of the aforementioned
recitals, the premises, the mutual covenants set forth herein and of such other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by LFC, the Bank and Xxxxxxxx, respectively, they do each hereby
covenant and agree as follows:
1. SECTION 3 - COMPENSATION. Section 3 - Compensation of the
Agreement is hereby completely amended and fully restated in its entirety to
read henceforth as follows:
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3. COMPENSATION.
(a) The Bank agrees to pay Xxxxxxxx as a guaranteed salary
throughout the term of this Agreement, unless Xxxxxxxx voluntarily
resigns without "Good Reason" as that term is defined in Section 10,
below, of this Agreement, as amended, from his employment by LFC and by
Bank during the term of this Agreement, or unless this Agreement is
terminated for "Cause" by LFC or the Bank, as set forth and described
in Section 9, below, in this Agreement, an annual base salary for the
services rendered to LFC and Bank by Xxxxxxxx, as described above, in
the amount of Three Hundred Twenty Thousand and No/100 Dollars
($320,000.00) per year. This salary shall be payable to Xxxxxxxx in
twelve (12) equal, monthly installments of Twenty-Six Thousand Six
Hundred Sixty-Six and 67/100 Dollars ($26,666.67) per month for each
month during which services are rendered by Xxxxxxxx to LFC or the Bank
during the term of this Agreement. LFC and Bank covenant and agree that
the amount of salary to be paid to Xxxxxxxx cannot be decreased by LFC
or Bank during the term of this Agreement for any reason and must be
paid to Xxxxxxxx in all events each month during the term of this
Agreement unless Xxxxxxxx voluntarily resigns from his employment by
LFC and the Bank without "Good Reason" during the term of this
Agreement, or unless Xxxxxxxx is terminated for "Cause" by the Bank for
the specific reasons set forth and described below in Section 9 of this
Agreement. Accordingly, LFC and Bank agree that if during the term of
this Agreement, (i) Xxxxxxxx resigns with "Good Reason," or (ii)
Xxxxxxxx is terminated by LFC and the Bank without "Cause," as defined
below in Section 9 of this Agreement, he shall still be entitled to
receive as liquidated damages for the termination of his employment in
either such event, under this Agreement; the full amount of his
remaining guaranteed salary under this Agreement to be paid to him in
the amount of Twenty-Six Thousand Six Hundred Sixty-Six and 67/100
Dollars ($26,666.67) per month in the same manner as if he had remained
employed by LFC or the Bank during the entire term of this Agreement.
It is expressly provided, however, that the foregoing obligations shall
be supplemental to and cumulative of the specific severance benefit
entitlements being granted to Xxxxxxxx under the provisions of
Paragraph 10 of this Agreement, below, which shall be deemed to be the
applicable benefits and entitlements of Xxxxxxxx in the event a "Change
of Control," as that term is defined in Paragraph 10 of this Agreement,
below, occurs to LFC or the Bank during the term of this Agreement.
Xxxxxxxx, LFC and the Bank hereby expressly covenant and agree,
anything in this Agreement to the contrary notwithstanding, including,
without limitation, the provisions of Sections 3 through 6 and Sections
9 and 10 of this Agreement, as amended, that any payments made to
Xxxxxxxx by Bank pursuant to this Agreement, or otherwise, are in all
respects expressly subject to and conditioned upon their compliance
with the provisions of 12 U.S.C. ss. 1828(k) and any regulations
promulgated thereunder.
(b) Bank shall pay Xxxxxxxx his annual base salary on a
monthly basis on the first day of each month, subject to normal salary
deductions for the amount so owing, including, but not limited to,
Social Security, Medicare, federal and state income withholding taxes.
Xxxxxxxx'x base annual salary may be increased in the future, from time
to time, by the actions of LFC's or the Bank's Board of Directors,
based upon Xxxxxxxx'x performance and other relevant factors and LFC's
or the Bank's Board of Directors will review Xxxxxxxx'x salary for the
purposes of determining any appropriate increase in the base annual
salary of
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Xxxxxxxx at least annually. In addition, LFC or Bank may, from time to
time, enter into supplemental agreements or memoranda in writing with
Xxxxxxxx for the award and payment to him of additional compensation or
bonuses upon such terms and conditions as LFC or Bank shall deem to be
in their respective best interests, and in the event of the execution
by LFC or Bank of any such agreement or memoranda, the right of
Xxxxxxxx to additional compensation or bonuses shall be determined in
accordance with the applicable provisions thereof. In the absence of
any such supplemental agreements or memoranda and expressly subject to
Xxxxxxxx'x rights and benefits in the event of a "Change of Control"
occurring to LFC or the Bank, as set forth in Paragraph 10 of this
Agreement, below, neither LFC nor Bank shall be obligated to pay to
Xxxxxxxx any additional compensation or bonus whatsoever, irrespective
of the payments of additional compensation or bonus to Xxxxxxxx in any
past or succeeding year, or the payment of additional compensation or
bonus to other employees of LFC or the Bank at the end of the year, but
may do so in the sole discretion of LFC's or the Bank's Board of
Directors, respectively, and the determination of LFC's or the Bank's
Board of Directors, respectively, in the exercise of such discretion,
with respect to the payment and amount of any additional compensation
or bonus to Xxxxxxxx for any fiscal year of LFC or Bank if made, shall
be final and conclusive.
2. SECTION 9(a) AND (f) - TERMINATION OF EMPLOYMENT. The
provisions of Section 9(a) and (f), respectively, of the Agreement are hereby
completely amended and fully restated as set forth below, with all of the other
existing subsections of Section 9 of the Agreement, i.e., subsections (b) - (e)
thereof, to remain in full force and effect as originally stated:
9. TERMINATION OF EMPLOYMENT.
(a) The Board of Directors of the Bank and/or the Board of
Directors of LFC, respectively, may terminate Xxxxxxxx'x employment by
the Bank and/or by LFC, respectively, under this Agreement, with or
without "Cause," at any time during the term hereof, effective upon
delivery of written notice to that effect to Xxxxxxxx, but any such
termination by the Bank or LFC, as the case may be, of Xxxxxxxx other
than termination of his employment for "Cause," as defined below in
this Section 9, shall not prejudice Xxxxxxxx'x right to receive the
full amount of the remaining compensation which would have otherwise
been paid him throughout the term of this Agreement on the same basis
and at the same times and to receive all such other fringe benefits to
which he would have otherwise been entitled to receive during the term
of this Agreement, subject to Xxxxxxxx'x cumulative and supplemental
rights to receive the severance benefits specifically accorded to him
pursuant to the provisions of Section 10, below, of this Agreement,
which shall arise in the event that a "Change of Control," as defined
in Section 10, occurs to LFC or the Bank during the term of this
Agreement, which said rights, benefits and entitlements as set forth in
Section 10 shall, in such event, be deemed to control over the benefits
and entitlements accorded to Xxxxxxxx under this Section 9, to the
extent they are in any way inconsistent therewith. On the other hand,
Xxxxxxxx shall not have any right to receive any further compensation
or any other benefits to which he would have otherwise been entitled
under this Agreement after his voluntary resignation from his
employment by the Bank or LFC, without "Good Reason," as that term is
defined below in Section 10 of this Agreement, or after his termination
from his employment for "Cause" by the Bank or LFC, in accordance
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with the terms of this Agreement, except for the vested rights of
Xxxxxxxx hereunder, i.e., any and all compensation benefits and rights
which Xxxxxxxx was entitled to receive prior to the effective date of
such termination. For all purposes under this Agreement, termination
for "Cause" shall mean termination because of Xxxxxxxx'x personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties
under this Agreement, willful violation of any law, rule or regulation
(other than traffic violations or similar offenses) or of a final
cease-and-desist order, or any material breach by Xxxxxxxx of any
provisions of this Agreement or the death or permanent disability, as
that term is defined below, of Xxxxxxxx occurring during the term of
this Employment Agreement. For purposes of this Employment Agreement,
the term "permanent disability" shall mean if Xxxxxxxx shall have an
illness, injury or other physical or mental condition which results in
Xxxxxxxx'x inability to perform substantially all of the duties he
performs in his employment capacity for the Bank or LFC to the extent
he was performing such duties immediately prior to the commencement of
such condition and that such disability has continued for a period of
more than six (6) months during the term of this Employment Agreement.
If Xxxxxxxx shall be so disabled for more than six (6) months during
the term of this Employment Agreement, the employment of Xxxxxxxx by
the Bank and LFC shall be deemed by reason of his said permanent
disability to have been for all purposes hereunder terminated for
"Cause." In determining the incompetence of Xxxxxxxx, the acts or
omissions of Xxxxxxxx shall be measured against standards generally
prevailing in the federal savings bank industry. Unless Xxxxxxxx
voluntarily resigns from his employment by LFC and the Bank without
"Good Reason," as that term is defined in Section 10 below, during the
term of this Agreement, or unless the termination by the Bank or LFC of
Xxxxxxxx'x employment under this Agreement is for "Cause," as defined
above, LFC and the Bank shall be obligated to continue to pay to
Xxxxxxxx his compensation and to provide to him all other benefits of
his employment as set forth in this Agreement during the remaining term
of this Agreement after the termination of his employment on the same
basis and at the same times as set forth and described above in this
Agreement, subject to Xxxxxxxx'x cumulative and supplemental right to
receive the specific severance benefits accorded him under the
provisions of Section 10, below, in this Agreement, in the event a
"Change of Control" occurs to LFC or the Bank, as defined in Section 10
below, which Section shall prevail over the rights and benefits
accorded to Xxxxxxxx under this Section 9 to the extent they are
inconsistent therewith. LFC, the Bank and Xxxxxxxx agree that it would
be difficult to ascertain the amount of damages owing to Xxxxxxxx if
this Agreement is terminated without "Cause" or he resigns for "Good
Reason" during the term of this Agreement, and accordingly, that the
amount to be paid by LFC and Bank to Xxxxxxxx as compensation and the
other benefits to be provided by LFC and Bank to Xxxxxxxx during the
remaining term of this Agreement as if Xxxxxxxx had remained employed
by LFC or the Bank in such instance, shall be deemed to be liquidated
damages for the termination of this Agreement by Bank or LFC without
"Cause," or for Xxxxxxxx'x resignation for "Good Reason," and not as a
forfeiture or penalty. Xxxxxxxx, LFC and Bank specifically covenant and
agree that the amount of liquidated damages, as determined in the
manner set forth above in this Section 9, would be a fair and
reasonable amount of damages for Xxxxxxxx to receive due to the
termination of his employment under such circumstances and that the
right to receive such compensation as liquidated damages shall be
Xxxxxxxx'x sole and only remedy in such event, except for and subject
to the prior and superior rights of Xxxxxxxx to the
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severance benefits set forth and described in Section 10, below, of
this Agreement, which shall be deemed to control and supersede the
rights of Xxxxxxxx under this Section 9, in the event a "Change of
Control" occurs to LFC or the Bank, as defined and described in Section
10, below.
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(f) If Xxxxxxxx resigns voluntarily from his employment by the
Bank during the term of this Agreement without "Good Reason," as that
term is defined in Section 10, below, of this Agreement, then, and in
such event, all of the rights, benefits and entitlements of Xxxxxxxx
under this Agreement, including without limitation, his right to
receive salary payments, shall cease on the date of such voluntary
resignation without "Good Reason," except for the rights of Xxxxxxxx
which have vested prior to the date of his said voluntary resignation.
3. SECTION 10 - SEVERANCE BENEFITS IN THE EVENT OF A CHANGE OF
CONTROL. The following entirely new Section shall be added by this Amendment to
the Agreement, numbered 10 and entitled "Severance Benefits in the Event of a
Change of Control," and the subsequent paragraphs shall be renumbered
accordingly, i.e., the existing Section 10 shall become Section 11, and the
existing Sections 11, 12, 13 and 14 shall become Sections 12, 13, 14 and 15,
respectively. The new Section 10 - Severance Benefits in the Event of a Change
of Control, shall read henceforth in its entirety as follows:
10. SEVERANCE BENEFITS IN THE EVENT OF A CHANGE OF CONTROL.
(a) For all purposes in this Amendment and in the Agreement
and in, particular, this Section 10, the following terms shall have the
respective meanings specified below:
(i) "Annual Cash Compensation" means the sum of (a)
Xxxxxxxx'x annual base salary in effect as of the date of this
Agreement, or if greater, Xxxxxxxx'x base salary in effect at
the time of the Change of Control, and (b) the amount of any
cash bonuses paid to Xxxxxxxx during the twelve-month period
immediately preceding the effective date of a Change of
Control.
(ii) "Bank" means (x) the Bank until a Change of
Control, and (y) the successor to the Bank upon a Change of
Control (the "Successor").
(iii) "Cause" shall have the same meaning ascribed to
that term in Section 9, above, in the Agreement.
(iv) "Change of Control" shall for all purposes in
this Agreement and Amendment mean the occurrence of any of the
following events:
(x) the consummation of any agreement of
merger, statutory share exchange or consolidation
pursuant to which either the Company, or the Bank, is
merged or consolidated into, or all of the
outstanding shares of the Company's or the Bank's
common stock are acquired by, another corporation,
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partnership, limited liability company or
partnership, or any other business entity; or
(y) another corporation or such other
business entity is merged or consolidated into the
Company or the Bank in circumstances under which the
outstanding shares of the Company's or the Bank's
common stock are converted into or exchanged for cash
or securities of another such corporation or entity
which was not a wholly-owned subsidiary of the
Company or the Bank at all times within one year
prior to the said merger or consolidation; or
(z) (1) the consummation of a sale of fifty
percent (50%) or more of the issued and outstanding
common stock of the Bank by the Company; or (2) fifty
percent (50%) or more of the issued and outstanding
common stock of the Company is acquired by persons
(including corporations or any other form of business
entity) who are acting in concert; or (3) the
consummation of the sale of all or substantially all
of the assets of the Bank by the Company or of the
Company by the Bank.
(v) "Good Reason" with respect to Xxxxxxxx shall have
the following meaning for all purposes under the Agreement and
this Amendment:
(v) A significant diminution of his Role, as
that term is defined below in this Section 10, if the
diminution in his Role is not reasonably related to
an adverse change in his performance of his assigned
duties at LFC or the Bank; provided that Good Reason
shall not exist under this clause in the case of
termination for Cause, as that term is defined in
Section 9, or diminution of his Role by reason of the
voluntary actions of Xxxxxxxx, or on account of
disability, retirement or death, as described and
defined herein, or the voluntary termination by
Xxxxxxxx of his employment with LFC or Bank other
than for a Good Reason, as defined hereunder;
(w) A reduction in the base salary and/or
bonuses paid to Xxxxxxxx to an amount such that the
sum of his base salary and bonuses as so reduced is
less than the sum of his base salary and bonuses as
of the date of this Amendment, or at any time while
the Agreement is in force if Xxxxxxxx receives an
increase in salary or bonus after the date of this
Amendment, or a failure after twenty (20) days'
written notice by Xxxxxxxx to LFC and the Bank of LFC
or the Bank to pay Xxxxxxxx any installment owing to
him of such salary or bonus;
(x) The failure by LFC or Bank to provide
Xxxxxxxx with any material benefit that is provided
to the executive officers of LFC and the Bank
generally, or any action or inaction by LFC or the
Bank which could adversely affect his continued
participation in any benefit plan, entitlements
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or other arrangements of Bank or LFC, or his ability
to enjoy or realize upon any material benefit under
any such plan, entitlement or arrangement;
(y) LFC's or the Bank's assigning Xxxxxxxx,
without his prior written consent, to perform his
duties under the Agreement at a location anywhere
other than Oklahoma County, State of Oklahoma; or
(z) The failure by LFC or the Bank to obtain
the assumption of all of their obligations under this
Amendment and the Agreement and under the 1998
Non-Qualified Stock Option Agreement being made and
entered into by and between LFC and Xxxxxxxx this
same date by the Successor, or to otherwise comply
with the terms and provisions of subparagraph (c) of
this Section 10, below.
(vi) "LFC" means (x) LFC until a Change of Control,
and (y) the successor to LFC upon a Change of Control (the
"Successor").
(vii) "Role" shall have the meaning for all purposes
under this Amendment and the Agreement of (x) prior to any
Change of Control, as defined herein, Xxxxxxxx'x authority or
responsibilities with the Bank or LFC on the date of this
Amendment; or any enhanced Role (other than by way of an
interim or otherwise expressly temporary appointment) to which
he had ascended from the date of this Amendment to the date of
any Change of Control; and (y) after any Change of Control,
the authority and responsibilities with the Successor
described in writing by such Successor prior to the Change of
Control and which is reasonably commensurate with Xxxxxxxx'x
Role, as defined in clause (x) above, in this definition.
(viii) "Severance Period" shall for all purposes in
this Amendment and the Agreement mean a period of years after
Xxxxxxxx'x termination that is equal to the number by which
Xxxxxxxx'x Annual Cash Compensation is multiplied to determine
the Severance Benefit payable under the provisions of the
Agreement.
(ix) "Successor" shall mean for all purposes in this
Amendment and the Agreement any entity that assumes the
obligations of LFC and the Bank under this Amendment and the
Agreement pursuant to subparagraph (c)(1), below.
(b) If at any time during the period beginning on the date of
this Amendment and ending on the third anniversary of a Change of
Control occurring to LFC or the Bank, as specifically defined and
described above in this Paragraph 10, the employment of Xxxxxxxx is
terminated (x) by LFC or the Bank, or their respective Successor,
without "Cause" or (y) by Xxxxxxxx for "Good Reason," as that term is
expressly defined above, then, in addition to all amounts otherwise
payable to Xxxxxxxx upon his termination hereunder, LFC, the Bank
and/or the Successor shall be expressly obligated to pay to Xxxxxxxx
the following:
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(i) The Bank or the Successor shall pay to Xxxxxxxx
and LFC, or the Successor, shall cause the Bank or the
Successor to pay to Xxxxxxxx, an amount (the "Severance
Benefit") equal to the sum of his Annual Cash Compensation,
multiplied by three (3), payable in equal quarterly
installments from the date of said termination until the date
which is three (3) years from the date of said termination,
with the first installment thereof being due and payable
within five (5) days after the date of such termination of
Xxxxxxxx'x employment. Xxxxxxxx shall have no obligation to
seek other employment or to otherwise attempt to mitigate the
effect of this Section 10 of this Agreement or the benefits
payable hereunder in order to be entitled to receive the
Severance Benefit or the other benefits hereunder, and any
payment received by Xxxxxxxx from other employment shall not
serve to reduce in any way the amount of the Severance Benefit
payable to him hereunder.
(ii) During the Severance Period, Xxxxxxxx shall be
entitled to all benefits under the group hospitalization plan,
healthcare plan, dental plan, life or other insurance or death
benefit plan, or any similar benefit plan or program of LFC
and the Bank or the Successor for which key executives of LFC,
the Bank or the Successor are eligible, to the same extent as
if Xxxxxxxx had continued to be an employee of LFC or the Bank
at a compensation level equal to his Annual Cash Compensation,
and Xxxxxxxx'x share of the costs shall be the same as that
cost, if any, for which Xxxxxxxx was responsible while an
employee of LFC and the Bank. If any such plan or program does
not permit continued participation by Xxxxxxxx, or does not
permit continued participation by Xxxxxxxx through the end of
the Severance Period, LFC, the Bank or the Successor shall
arrange to provide Xxxxxxxx with substantially similar
benefits through the end of the Severance Period, with
Xxxxxxxx responsible solely for that share of the costs with
regard to such benefits which he was formerly paying as
outlined above. At Xxxxxxxx'x sole and exclusive option,
Xxxxxxxx may elect to be paid in cash an amount equivalent to
LFC's, the Bank's or the Successor's costs of providing such
benefits during the Severance Period, such election to be made
within thirty (30) days after Xxxxxxxx'x said termination of
employment, with such payment to be made to him within ten
(10) days after his delivery of such election to LFC, the Bank
or the Successor hereunder.
(iii) Any stock options, restricted stock or other
stock or stock-based awards to Xxxxxxxx shall immediately vest
and become exercisable to the extent exercise is required and
all restrictions on the ability of Xxxxxxxx to obtain the full
economic benefit of such vested awards shall immediately
lapse.
(c) LFC'S, BANK'S AND THE SUCCESSOR'S OPTION UPON THE
OCCURRENCE OF A CHANGE OF Control. If LFC or the Bank enters into a
definitive agreement that would result in a Change of Control, as
defined herein, then LFC and the Bank may elect (i) to assign this
Agreement, as amended, to the Successor effective on the occurrence of
the Change of Control, provided that such Successor shall assume in
writing all of the obligations of LFC and the Bank hereunder and under
that certain 1998 Non-Qualified Stock Option Agreement by and between
LFC and Xxxxxxxx of even date herewith and shall expressly acknowledge
that a Change of Control of LFC or the Bank has occurred within the
meaning of this
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Agreement so as to entitle Xxxxxxxx to the Severance Benefit and other
benefits set forth in Section 10(b) of this Agreement, above, if his
employment is thereafter terminated without Cause or he thereafter
voluntarily terminates his employment for Good Reason and provided
further that LFC and the Bank shall remain liable for the performance
of all of their obligations under this Agreement if the Successor fails
to so perform any of its obligations under this Agreement; or (ii) to
terminate this Agreement upon written notice to Xxxxxxxx given pursuant
to the terms and conditions of this Amendment and the Agreement not
later than thirty (30) days after the execution of any such definitive
agreement to effect such a Change of Control, to be effective on the
effective date of the Change of Control, and upon occurrence of the
Change of Control, paying to Xxxxxxxx, in readily available funds, his
compensation and benefits to the date on which such termination shall
take effect on the effective date of the Change of Control and the full
amount of the Severance Benefit as provided for in this Section 10, and
such other benefits as are also provided to Xxxxxxxx as the result of a
Change of Control, as set forth and provided in Section 10, above.
(d) TAXES. All payments to be made to Xxxxxxxx under this
Employment Agreement will be subject to required withholding of
federal, state and local income and employment taxes. Notwithstanding
anything in this Employment Agreement to the contrary, if any of the
payments provided for in this Employment Agreement, together with any
other payment which Xxxxxxxx has the right to receive from the Bank, or
any corporation which is a member of an "affiliated group" (as defined
in Section 1504(a) of the Internal Revenue Code of 1986 ("Code")
without regard to Section 1504(b) of the Code) of which the Bank is a
member, would constitute a "parachute payment" (as defined in Section
280Gb(2) of the Code), the payments pursuant to this Employment
Agreement shall be reduced to the largest amount that will result in no
portion of such payments being subject to the excise tax imposed by
Section 4999 of the Code; provided, however, that the determination as
to whether any reduction in the payment under this Agreement pursuant
to this proviso is necessary shall be made by Xxxxxxxx in good faith,
and such reasonable determination shall be conclusive and binding upon
the Bank with respect to its treatment of the payment for tax reporting
purposes and, provided further, that Xxxxxxxx may determine in his
discretion what payment or payment provided for him herein shall be so
reduced.
4. NO FURTHER CHANGES. Except as expressly stated above, there
are no further amendments or modifications of any sort or nature being made to
the Agreement and all of its other respective terms and conditions shall remain
in full force and effect as originally stated.
IN WITNESS WHEREOF, LFC, the Bank and Xxxxxxxx have duly
executed this Amendment as of the day and year first above written to be
effective as of the date stated in the first paragraph above.
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LFC: LOCAL FINANCIAL CORPORATION,
a Delaware corporation
By:
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Name: Xxx X. Xxxxxx
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Title: President
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Date:
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BANK: LOCAL FEDERAL BANK, F.S.B.,
a federally chartered stock savings bank
By:
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Name: Xxx X. Xxxxxx
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Title: President
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Date:
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XXXXXXXX:
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XXXXXX X. XXXXXXXX
an Individual Resident of the State of Oklahoma
Date:
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