AMENDMENT TO BANK OF SMITHTOWN EXECUTIVE INCENTIVE RETIREMENT AGREEMENT
Exhibit
11
AMENDMENT
TO BANK OF SMITHTOWN
THIS
AMENDMENT to the Bank of Smithtown Executive Incentive Retirement Agreement
is
made this 22nd day
of
December, 2006 by and between Bank of Smithtown, a state-chartered commercial
bank (the “Company”) and Xxxx X. Xxxxxx (the “Executive”)
WITNESSETH:
WHEREAS,
on January 25, 2000, the Company and the Executive entered into the Bank of
Smithtown Executive Incentive Retirement Agreement (the “Agreement”),
and
WHEREAS,
the Company and the Executive have also entered into a Change in Control
Agreement,
WHEREAS,
the Company intends for benefits payable under the Agreement in the event of
a
change of control to be consistent with the benefits payable under the Change
In
Control Agreement, and
WHEREAS,
pursuant to Article 9 of the Agreement, the Company may amend the
Agreement,
NOW
THEREFORE, in consideration of the foregoing and pursuant to Article 9 of the
Agreement, the Agreement is hereby amended as follows:
| 1. |
The
definition of Change of Control in Article 1.1.2 of the Agreement
is
hereby modified to read as follows:
|
|
1.1.2
|
“Change
in Control means
any one of the following events:
|
|
(a)
Merger:
The
Company merges into or consolidates with another corporation, or
merges
another corporation into the Company and, as a result, less than
a
majority of the combined voting power of the resulting corporation
immediately after the merger or consolidation is held by persons
who were
stockholders of the Company immediately before the merger or
consolidation;
|
|
(b)
Acquisition
of Significant Share Ownership: A
report on Schedule 13D or another form or schedule (other than Schedule
13G) is filed or is required to be filed under Sections 13(d) or
14(d) of
the Securities Exchange Act of 1934, if the schedule discloses that
the
filing person(s) has or have become the beneficial owner(s) of 25%
or more
of a class of the Company's voting securities, but this clause (b)
shall
not apply to beneficial ownership of Company voting shares held in
a
fiduciary capacity by an entity of which the Company directly or
indirectly beneficially owns 50% or more of its outstanding voting
securities;
|
|
(c)
Change
in Board Composition: During
any period of two consecutive years, individuals who constitute the
Company's Board of Directors at the beginning of the two-year period
cease
for any reason to constitute at least a majority of the Company's
Board of
Directors; provided, however, that for purposes of this clause (c),
each
director who is first elected by such board (or first nominated by
such
board for election) by a vote of at least two-thirds (2/3) of the
directors who were directors at the beginning of the period shall
be
deemed to have been a director at the beginning of the two-year period;
or
|
|
(d)
Sale of Assets: The Company sells to a third party all or substantially
all of its assets.
|
|
10.
|
Paragraph
7.1 of the Agreement is deleted.
|
|
11.
|
Except
as modified herein, all other terms of the Agreement shall remain
in full
force and effect.
|
IN
WITNESS WHEREOF, the Executive and a duly authorized officer of the Company
have
signed this Agreement on the date first above written.
|
EXECUTIVE:
|
COMPANY:
|
|
Bank
of Smithtown
|
|
|
______________________________
|
|
|
Xxxx
X. Xxxxxx
|
By:_____________________________
|
|
Name:
Xxxxxxx X. Rock
|
|
|
Title:
President
|
