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EXHIBIT 10.8(b)
BKMU 2000 10-K
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement ("Amendment No. 1") is
made and entered into as of this 20th day of September, 1995, by and between
First Northern Savings Bank, S.A., a Wisconsin chartered capital stock savings
and loan association (hereinafter referred to as "Employer"), and Xxxxxxx X.
Xxxxxxxx (hereinafter referred to as "Executive").
WHEREAS, Executive and Employer entered into an Employment Agreement
dated as of January 2, 1990 (the "Agreement"), which remains in effect at the
date hereof; and
WHEREAS, Employer is currently in the process of reorganizing into the
holding company form of ownership, upon completion of which First Northern
Capital Corp. ("Holding Company") will own all of the outstanding stock of
Employer and each stockholder of Employer will become a stockholder of Holding
Company with the same respective ownership interest therein as held in Employer
immediately prior to consummation of the transaction (the "Reorganization"); and
WHEREAS, as a result of the Reorganization, Employer and Executive wish
to ensure that the change in control provisions contained in the Agreement
equally apply to Holding Company as they currently do to Employer.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Executive and Employer, the
parties hereto hereby agree as follows:
1. Amendments to Agreement. The Agreement is hereby amended as follows:
(a) Section 2.6(b) of the Agreement is amended in its entirety to
read as follows:
"For purposes of this Agreement, a "Change in Control" means either:
(i) a Change of Directors, which shall be deemed to have occurred if,
during any period of two (2) consecutive years: (a) the individuals,
who at the beginning of any such period constituted the directors of
Employer and persons who become directors after nomination by the Board
of Directors, or a committee thereof, of the Employer, cease for any
reason to constitute at least a majority thereof, or (b) the
individuals, who at the beginning of any such period constituted the
directors of First Northern Capital Corp. ("Holding Company") and
persons who become directors after nomination by the Board of
Directors, or a committee thereof, of Holding Company, cease for any
reason to constitute at least a majority thereof, or (ii) the
occurrence of any of the following events:
(A) There is a Successor (as hereinafter defined) of or to
Employer or Holding Company;
(B) The filing of Employer or Holding Company of a report or
proxy statement with the Office of Thrift Supervision ("OTS"), the
Federal Deposit Insurance Corporation, the Securities and Exchange
Commission or other appropriate federal regulatory agency disclosing in
response to Item 1 of Form 8-K or Item 5 of Part II of Form 10-Q, each
promulgated pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"), or Item 6(e) of Schedule 14A promulgated thereunder,
or comparable or successor Forms, Schedules or Items of the
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appropriate federal regulatory agency, that a Change in Control of
Employer or Holding Company has or may have occurred pursuant to any
contract or transaction; or
(C) The determination that any individual, group of persons,
partnership, corporation or other organization has acquired "control"
of Employer or Holding Company as defined in Section 574.4 of the Rules
and Regulations issued by the OTS under the Home Owners' Loan Act as
amended (the "Regulations") or other comparable rule or regulation of
the appropriate federal regulatory agency; provided, however, that if
such individual, group of persons, partnership, corporation or other
organization, or any of them, shall be required to file an application
with the OTS (or other appropriate federal regulatory agency) as
required by Section 574.3 of the Regulations (or other comparable rule
or regulation promulgated by the appropriate federal regulatory agency)
as a condition to their acquisition of title of any of such voting
securities, the acquisition of such control for purposes of this
paragraph (C), of such voting securities shall not be deemed to have
occurred until the OTS (or other appropriate federal regulatory agency)
shall have given its approval."
(b) Section 2.7(a) of the Agreement is amended in its entirety to
read as follows:
"This Agreement shall be binding upon and inure to the benefit of
Employer and any Successor of or to Employer, but shall not otherwise
be assignable or delegatable by Employer. "Successor" shall mean any
successor in interest, including without limitation, any entity,
individual or group of persons acquiring directly or indirectly all or
substantially all of the business or assets of Employer or Holding
Company whether by sale, merger, consolidation, reorganization or
otherwise."
(c) The first sentence of Section 2.9(a) of the Agreement is
amended in its entirety to read as follows:
"In the event that the severance benefits payable to the Executive
under Sections 2.5, 2.6 or 2.8 ("Severance Benefits"), or any other
payments or benefits received or to be received by the Executive from
the Employer (whether payable pursuant to the terms of this Agreement,
any other plan, agreement or arrangement with the Employer) or any
corporation ("Affiliate") affiliated with the Employer within the
meaning of Section 1504 of the Internal Revenue Code of 1986, as
amended (the "Code"), in the opinion of tax counsel selected by the
Employer's independent auditors and acceptable to the Executive,
constitute "parachute payments" within the meaning of Section
280G(b)(2) of the Code, and the present value of such "parachute
payments" equals or exceeds three (3) times the average of the annual
compensation payable to the Executive by the Employer (or an Affiliate)
and includible in the Executive's gross income for federal income tax
purposes for the five (5) calendar years preceding the year in which a
change in ownership or control of the Employer or Holding Company
occurred ("Base Amount"), such Severance Benefits shall be reduced to
an amount the present value of which (when combined with the present
value of any other payments or benefits otherwise received or to be
received by the Executive from the Employer (or an Affiliate) that are
deemed "parachute payments") is equal to 2.99 times the Base Amount,
notwithstanding any other provision to the contrary in this Agreement."
2. Effective Date of Amendment No. 1. This Amendment No. 1 shall be
effective immediately upon execution by the parties hereto; however, Executive
hereby acknowledges and agrees that the Reorganization shall not constitute a
"change in control" of Employer or Holding Company for any purpose under the
Agreement, as amended by this Amendment No. 1.
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3. Continuance of Agreement. Other than as amended herein, all of the
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Employment Agreement as of the day and year first above written.
FIRST NORTHERN SAVINGS BANK, S.A.
By: /s/
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Xxxxxxx X. Xxxxxxxx, President
and Chief Executive Officer
Attest:
/s/
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Xxxxx X. Xxxx, Secretary
XXXXXXX X. XXXXXXXX
/s/
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