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EXHIBIT 10.8
FIRST AMENDMENT TO THE
XXXX X. XXXXX CONSULTING AGREEMENT
DATED APRIL 1, 1985
WHEREAS, Xxxx X. Xxxxx ("Executive") entered into a Consulting
Agreement with The Second National Bank of Xxxxxx (the "Bank") as of April 1,
1985; and
WHEREAS, such Consulting Agreement was assigned to Second
Bancorp, Incorporated (the "Company") on February 10, 1987; and
WHEREAS, the Executive continues to be an employee of both the
Bank and the Company; and
WHEREAS, the Executive and the Company have determined that the
agreement should be amended and extended as a result of the change in the term
of employment of the Executive.
NOW, THEREFORE, be it resolved that the Xxxx X. Xxxxx Consulting
Agreement made as of April 1, 1985, be and the same hereby is amended as
follows:
1. The entire Consulting Agreement shall be amended by changing
the meaning of the term "the Bank" to mean "the Bank or the Company" where
necessary.
2. Paragraph 1.3, "Discharge for Cause", shall be amended to read
as follows:
"1.3 'Discharge for Cause' shall mean the termination of
Executive's employment with the Corporation or Bank due to
(i) Executive's conviction of either a felony involving
moral turpitude or any crime in connection with his
employment; or (ii) actions by Executive as an executive
officer which are prohibited or contrary to law, or
contrary to the best interests of the Corporation or Bank;
or (iii) Executive's willful failure to take actions
permitted or required by law and necessary to implement
policies of the Board which the Board has communicated to
him in writing; or (iv) Executive's continued failure to
attend to his duties as an executive officer as set forth
in his Employment Agreement; or (v) any condition which
either resulted from Executive's habitual drunkenness or
addiction to narcotics, or resulted from any intentionally
self-inflicted injury."
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3. Paragraph 4, "Termination Within One Year After Change in
Control", shall be amended to read as follows:
"4. Termination Within One Year After Change in Control. In the
event that (i) the employment of Executive with the Bank or
the Company (as the case may be) is terminated by the Bank
(or the Company) within one year after a Change in Control
occurs, and at such Change in Control Executive is less
than sixty-seven (67) years old, or (ii) Executive shall,
subsequent to a Change in Control, resign from his
employment with the Bank (or the Company) within one year
after such Change in Control, and if said resignation
occurs when Executive is less than sixty-seven (67) years
old, then the Bank (or the Company) shall retain Executive,
and Executive shall serve the Bank (or the Company), as a
management consultant for a period commencing upon
termination and continuing until March 31, 1999 (the
'Consulting Period')."
4. Paragraph 11, "Termination", shall be amended to read as
follows:
"11. Termination. This Agreement shall terminate on March 31,
1999, unless extended by mutual consent of the parties
hereto, subject to the provisions of sections 2, 3, and 4
of this Agreement."
IN WITNESS WHEREOF, Xxxx X. Xxxxx and Second Bancorp,
Incorporated, by its duly authorized officer, have caused this First Amendment
to the Xxxx X. Xxxxx Consulting Agreement to be executed this _____ day of
__________________, 1995, but effective as of April 1, 1995.
Signed and acknowledged
in the presence of:
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Xxxx X. Xxxxx
SECOND BANCORP, INCORPORATED
By:
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Its
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