EXHIBIT 10.1
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AMENDMENT TO AGREEMENT DATED FEBRUARY 19, 1998
July 29, 2003
Xx. Xxxx X. Xxxxxxx
00 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Dear Xxxx:
Reference is made to your change in control agreement with the undersigned
Bank dated February 19, 1998 (the "Agreement").
In order in induce you to remain in the employ of the Bank and to continue
to perform your duties as an officer of the Bank in a manner which is, in your
judgment, in the best interest of the Bank, the Bank hereby agrees to increase
the severance benefits provided in the Agreement from an amount equal to your
annual base compensation for 12 months to 1.5 times such amount by amending the
first section of sentence 2(a) to read in its entirety as follows:
"(a) If, within twenty-four (24) months after a Change in Control shall
have occurred, your employment by the Bank shall be terminated by Bank
other than for (i) Cause, (ii) Death, (iii) Disability or (iv) Retirement,
or you shall terminate your employment by Resignation for Good Reason, then
the Bank shall pay you within five days after the date of termination an
amount equal to 1.5 times your annual base compensation paid to you by the
Bank and includible in your taxable income for the 12 months preceding the
Change in Control. In addition, the Bank shall provide the same health
insurance coverage for you and your family, at the same cost, for eighteen
(18) months after the termination of your employment that the Bank, or its
successor, provides for its senior officers...."
All of the terms and provisions of the Agreement shall continue in full
force and effect.
Kindly indicate your concurrence of the foregoing by signing the enclosed
copy of this letter.
COMMUNITY NATIONAL BANK
/s/ I. Xxxxxx Xxxxx
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I. Xxxxxx Xxxxx
Chairman, Personnel Committee
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Personnel
Committee and Chairman of the
Board of Directors
/s/ Xxxxx X. Xxxxxxx
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Personnel Committee
AGREED AND ACCEPTED
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
