SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT 10.1
Second Amendment, dated as of October 19, 2006 (the “Amendment”), to the Employment Agreement,
dated as of August 25, 2004 (the “Agreement”), among TD Banknorth Inc. (as successor to Banknorth
Group, Inc.), The Toronto-Dominion Bank and Xxxxxxx X. Xxxx (the “Executive”).
WITNESSETH
WHEREAS, pursuant to Section 20 of the Agreement, the parties to the Agreement desire to amend
the Agreement;
NOW THEREFORE, in consideration of the premises, the mutual agreements herein set forth and
such other consideration the sufficiency of which is hereby acknowledged, the parties hereby agree
as follows:
1. Section 3(a). Section 3(a) of the Agreement is hereby amended to read as follows:
“Through March 1, 2007, the Executive shall serve as the Chairman and Chief
Executive Officer of the Company with such duties and responsibilities as are
customary to such positions. For the remainder of the Term subsequent to March 1,
2007, the Executive shall serve as the Chairman of the Company, a full-time
executive officer position with such duties and responsibilities as are customary to
such position and as may be assigned by the Board of Directors of the Company (the
“Board”). As Chairman and Chief Executive Officer and subsequently as Chairman, the
Executive shall report directly to the Board. Until otherwise determined by the
Board of Directors of the Company, subsequent to March 1, 2007 the chief executive
officer of the Company shall report directly to the Executive. During the Term, the
Executive shall serve on the Board, shall serve as Vice Chairman of TD, reporting to
the President and Chief Executive Officer of TD, and shall serve on the Board of
Directors of TD, but shall not receive any compensation for such service.
2. Effectiveness. This Amendment shall be deemed effective as of the date first above
written, as if executed on such date. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Agreement, all of which are
ratified and affirmed in all respects and shall continue in full force and effect and shall be
otherwise unaffected.
3. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws the State of Maine.
4. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall for all purposes be deemed an original, and all of which together shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day
and year first above written.
TD BANKNORTH INC. | ||||||||
Attest: |
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/s/ Xxxxx X. Xxxxxxxx
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By: | /s/ Xxxxx X. Xxxxxxx | ||||||
Name: Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxx | |||||||
Title: Senior Executive Vice President,
General Counsel and Secretary
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Title: Vice Chairman and Chief Operating Officer | |||||||
THE TORONTO-DOMINION BANK | ||||||||
Attest: |
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/s/
Xxxxxxxxxxx X. Xxxxxxxx
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By: | /s/ W. Xxxxxx Xxxxx | ||||||
Name: Xxxxxxxxxxx X. Xxxxxxxx
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Name: W. Xxxxxx Xxxxx | |||||||
Title:
Executive Vice President and General Counsel
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Title: President and Chief Executive Officer | |||||||
Attest: |
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/s/ Xxxxx X. Xxxxxxxx
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/s/ Xxxxxxx X. Xxxx | |||||||
Name: Xxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxx | |||||||
Title: Senior Executive Vice President,
General Counsel and Secretary |