Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
WHEREAS, Granite State Bankshares, Inc. (the "Company"), a
corporation organized under the laws of the State of New Hampshire, and
Granite Bank, a New Hampshire bank (the "Bank"), each with its office at
000 Xxxx Xxxxxx, Xxxxx, Xxx Xxxxxxxxx, and Xxxxxxx X. Xxxxx ("Executive")
are parties to a Employment Agreement dated June 30, 1986, as amended on
August 12, 1996 (the "Agreement"); and
WHEREAS, Section 5 of the Agreement provides that if the employment
of Executive is terminated other than for Cause during the term of the
Agreement, he shall receive a payment sum equal to the greater of three (3)
times the average of his five preceding years' annual base salary, or the
payments due for the remaining term of the agreement; and
WHEREAS, in recognition of the fact that since the date of the
Agreement, executive compensation from the Bank and Company is more heavily
weighted toward incentive, bonus compensation, the parties wish to amend
Section 5 to provide that the severance payment following a termination of
employment shall be a multiple of the average salary and bonus over the
five previous years.
NOW THEREFORE, in consideration of the mutual agreements herein
contained, and upon the other terms and conditions hereinafter provided,
the parties hereby agree as follows:
1. Section 5(a) of the Employment Agreement dated June 30, 1986
between the Bank, the Company and the Executive is hereby amended to read
in its entirety as follows:
(a) Upon the occurrence of an Event of Termination or a
Change in Control of the Bank or the Holding Company followed
by Executive's voluntary or involuntary severance of
employment, the Bank shall pay Executive, or in the event of
his subsequent death, his beneficiary or beneficiaries, or his
estate, as the case may be, as severance pay or liquidated
damages, or both, a sum equal to the greater of (i) five (5)
times the sum of: (A) the average annual base salary paid to
the Executive during the five calendar years immediately
preceding the Executive's termination of employment, and (B)
the average cash bonus paid to Executive during the five
calendar years preceding the Executive's termination of
employment, or (ii) the payments owed to Executive for the
remaining term of this Agreement. At the discretion of
Executive, upon an election pursuant to Section 5(h) hereof,
such payment may be made in a lump sum within 30 days of the
date of severance of Executive's employment or paid, on a pro
rata basis, twice monthly during the greater of (A) thirty-six
(36) months following Executive's termination or (B) the
remaining term of this Agreement.
2. All other terms and provisions of the Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, Granite State Bankshares, Inc. and Granite Bank
have caused this Amendment to the Employment Agreement to be executed and
its seal to be affixed hereunto by its duly authorized officer, and
Executive has signed this Agreement, as of the 15th day of July, 2002.
GRANITE STATE BANKSHARES, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx,
Chairman of the Executive Committee
GRANITE BANK
By: /s/ Xxxxxxx Xxxxxxx, V
------------------------------------
Xxxxxxx Xxxxxxx, V
Chairman of the Personnel Committee
EXECUTIVE
/s/ Xxxxxxx X. Xxxxx
------------------------------------
2
