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Exhibit 10.23
AMENDMENT TO CHANGE OF CONTROL AGREEMENT DATED MAY 20, 0000 XXXXXXX XXXXX
XXXX XXXXX BANCORP, INC. AND XXXXXX BALLOT
This Amendment is made effective as of November 18, 1997 by and between First
Palm Beach Bancorp, Inc. (the "Holding Company"), and Xxxxxx Ballot
("Executive"), amending that certain First Palm Beach Bancorp, Inc. Change of
Control Agreement dated as of May 20, 1997 between the Holding Company and
Executive (the "Agreement").
WHEREAS, Executive was promoted to Senior Vice President for Legal Affairs of
First Bank of Florida (the "Association") effective October 21, 1997; and
WHEREAS, in light of such promotion, the Board of Directors of the Holding
Company deems it appropriate to extend certain protections afforded by the
Agreement from two years to three years;
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions
herein set forth, the Agreement is amended, effective on the date hereof, as
follows:
1. Paragraph 3(a) is deleted in its entirety and the following substituted
therefor:
(a) If Executive is terminated by the Holding Company or
Association other than in a Termination for Cause pursuant to
paragraph 2(c) hereof, or Executive terminates employment for
Good Reason, in either case after a Change of Control of the
Holding Company as defined in paragraph 2(b) hereof, then in
lieu of any further salary payments to Executive for periods
subsequent to the date of termination, the Holding Company
shall pay as severance to Executive an amount equal to three
(3) times the sum of (A) the higher of Executive's base salary
in effect immediately prior to the occurrence of the event or
circumstance upon which the Notice of Termination is based and
Executive's annual base salary in effect immediately prior to
the Change of Control of the Holding Company, plus (B) the
higher of the highest annual bonus or incentive payment earned
by or accrued in respect of Executive in respect of any of the
two years immediately preceding that in which the Date of
Termination occurs or the highest annual bonus or incentive
payment so earned in respect of any of the two years
immediately preceding that in which the Change of Control of
the Holding Company occurs. Such payment shall be made in a
lump sum within five days of the date of termination of
Executive's employment.
2. Paragraph 3(b) is deleted in its entirety and the following
substituted therefor:
(b) Upon the occurrence of a Change of Control of the Holding
Company followed at any time during the term of this Agreement
by Executive's voluntary (for Good Reason) or involuntary
termination of employment, other than a Termination for Cause,
the Holding Company shall, for three years or until Executive
obtains employment which provides substantially similar
benefits, provide Executive and anyone entitled to claim under
or through Executive all benefits under any life or other
insurance or death benefit plan, medical, group
hospitalization, dental, disability insurance or other future
or present similar group employee benefit plan or program of
the Holding Company or Association for which executive
officers are eligible, to the same extent as if Executive had
continued to be an employee of the Holding Company or
Association during such period and such benefits shall, to the
extent not paid under any such plan or program, be paid by the
Holding Company. The payments and benefits described in the
preceding sentence shall be paid to Executive's beneficiaries
by testate or intestate succession in the event of Executive's
death during the period during which such payments and
benefits are being provided. Executive's "qualifying event"
for purposes of continuation coverage under the Consolidated
Budget Reconciliation Act ("COBRA") shall occur at the
expiration of such three year period.
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3. Executive's address for purposes of the Agreement shall be amended to:
00 Xxxxxxxx Xxxxxx Xxxxx, Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000.
All other terms and conditions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, First Palm Beach Bancorp, Inc. has caused this Amendment to
be executed by its duly authorized officer, and Executive has executed this
Amendment, as of the day and year first above written.
ATTEST: FIRST PALM BEACH BANCORP, INC.
By: /s/ XXXXX X. XXXXX, XX.
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WITNESS
/s/ XXXXXX BALLOT
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Executive
