FIRST AMENDMENT BANK EMPLOYMENT AGREEMENT
Exhibit
10.2
FIRST
AMENDMENT
WHEREAS, Delanco
Federal Savings Bank (the “Bank”) and Xxxxxx X. Xxxxxxx (the “Executive”)
entered into an employment agreement, effective as of March 20, 2007 (the
“Agreement”); and
WHEREAS, the
Agreement currently provides for a change in the Executive’s position with the
Bank, effective as of October 1, 2007; and
WHEREAS, the
parties desire to amend the Agreement to reflect that the Executive will remain
in his current position through December 31, 2007; and
WHEREAS, the
parties also desire to amend the Agreement to reflect certain requirements
of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
the Treasury regulations issued pursuant to Section 409A of the Code;
and
WHEREAS,
Section
20 of the Agreement provides for its amendment by means of a written instrument
signed by the parties.
NOW,
THEREFORE, the
parties hereby agree to amend the Agreement as follows:
First
Change
The
first
sentence of Section 1 is hereby amended to read as follows:
“The
Bank
will employ Executive as President and Chief Executive Officer until December
31, 2007.”
Second
Change
The
last
sentence of Section 4(a) is hereby amended to read as follows:
“Following
December 31, 2007, the Board shall adjust Executive’s annual base salary
downward to reflect his new duties and responsibilities.”
Third
Change
The
second sentence of Section 10(c) is hereby deleted in its entirety and replaced
with the following:
“For
purposes of this Agreement, “Disability” means the Executive is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can
be
expected to last for a continuous period of not less than twelve (12)
months.”
Fourth
Change
The
last
sentence of Section 10(f)(ii) is hereby amended to read as follows:
“If
the
Bank cannot provide such coverage because Executive is no longer an employee,
the Bank will provide Executive with comparable coverage on an individual policy
basis; provided, however, that to the extent required under Section 409A of
the
Internal Revenue Code of 1986, as amended (the “Code”), and the regulations
issued thereunder, the aggregate payments received for such insurance
continuation coverage shall not exceed the applicable dollar limitation under
Section 402(g)(1)(B) of the Code for the year in which Executive terminates
employment.”
Fifth
Change
The
last
two sentences of Section 11(b) are hereby deleted in their entirety and replaced
with the following:
“If
the
Bank cannot provide such coverage because Executive is no longer an employee,
the Bank will provide Executive with comparable coverage on an individual policy
basis. The medical, dental and life insurance coverage provided under this
Section 11(b) shall cease upon the earlier of: (i) Executive’s death; (ii)
Executive’s employment by another employer other than one of which he is the
majority owner; or (iii) thirty-six months after his termination of employment;
provided, however, that to the extent required under Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) and the regulations
issued thereunder, the aggregate payments received for such insurance
continuation coverage shall not exceed the applicable dollar limitation under
Section 402(g)(1)(B) of the Code for the year in which Executive terminates
employment.”
Sixth
Change
The
following shall be added to the Agreement as Section 26:
“26. Effect
of Code Section 409A.
Notwithstanding
anything in this Agreement to the contrary, if the Bank in good faith
determines, as of the effective date of Executive’s termination of employment,
that an amount (or any portion of an amount) payable to Executive hereunder,
is
required to be suspended or delayed for six months in order to satisfy the
requirements of Section 409A of the Code, then the Bank will so advise
Executive, and any such payment (or the minimum amount thereof) shall be
suspended and accrued for six months, whereupon such amount or portion thereof
shall be paid to Executive in a lump sum (together with interest thereon at
the
then-prevailing prime rate) on the first day of the seventh month following
the
effective date of Executive’s termination of employment.”
IN
WITNESS WHEREOF, the
Bank
has caused this Amendment to the Agreement to be executed by its duly authorized
officer, and the Executive has signed this Amendment, on the 16th
day of
July, 2007.
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ATTEST:
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DELANCO
FEDERAL SAVINGS BANK
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/s/
Xxxxxx X. Xxxxxxxxx
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By:
/s/
Xxxxx X.
Xxxxxx
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For the Board of Directors
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WITNESS:
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EXECUTIVE
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/s/
Xxxxxxx X. Xxxxx, Xx.
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/s/
Xxxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxxx
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