EXHIBIT 10.18
3
FIRST AMENDMENT
TO THE
RESTATED EXECUTIVE SERVICES AGREEMENT
This FIRST AMENDMENT TO THE RESTATED EXECUTIVE SERVICES AGREEMENT is
made as of January 1, 1998 by and among Essex Savings Bank, FSB (the "Bank") and
Essex First Mortgage Corporation, a subsidiary of the Bank (collectively, the
"Employers") and Xxxx XxXxxxxxx ("Employee").
WITNESSETH:
WHEREAS, Employers and the Employee entered into a Restated Executive
Services Agreement dated as of January 1, 1998 (the "Employment Agreement"); and
WHEREAS, the Office of Thrift Supervision, Department of United States
Treasury ("OTS"), has reviewed the Employment Agreement and requested that
certain modifications be made to the Employment Agreement; and
WHEREAS, Employers and Employee desire to amend the Employment
Agreement to comply with the OTS request.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth below, and other good and valuable consideration, the receipt of which
is hereby acknowledged, the Employers and Employee agree to amend the Employment
Agreement as follows:
1. Section 3 of the Employment Agreement is amended to read as follows:
3. Term of Agreement. This Restated Executive Services
Agreement (the "Agreement") and Employee's employment
hereunder shall continue for a period of one (1) year from the
date hereof (the "Initial Term"), unless earlier terminated as
provided in Section 9 below. Prior to the end of the Initial
Term (or any renewal period thereafter), the Employee and the
Employers may agree in writing to renew the term of this
Agreement for a successive one (1) year period, subject to
earlier termination under Section 9, provided the Boards of
Directors of the Employers, or committees thereof, approve
such renewals based on an annual performance evaluation of
Employee. Any refusal or failure of the Employers to renew
this Agreement on the same terms or terms more favorable to
Employee (other than a failure to renew as a result of
Employee's refusal to renew the Agreement) shall be deemed to
be a termination of this Agreement and Employee's employment
hereunder by Employers for purposes of Section 9 below.
2. Section 11(b) of the Agreement is amended to read as follows:
(b) In the event a Change in Control occurs prior to or on the
effective date of termination of this Agreement, the Employee
shall not be entitled to any severance payment under this
Agreement but shall instead be entitled to such benefits, if
any, as are provided under the Change in Control Agreement
dated as of January 1, 1998 by and between Essex Bancorp, Inc.
and Employee. For purposes of this Agreement, a "Change in
Control" shall occur if and only if after December 31, 1997 a
"person" or "group" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934), directly or
indirectly, first becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934) of
securities of Essex Bancorp, Inc. representing 25% or more of
the combined voting power of the then outstanding securities
of Essex Bancorp, Inc. Any provision herein to the contrary
notwithstanding, no Change in Control shall be deemed to occur
as a result of: (1) any transaction prior to January 1, 1998;
(2) any purchase, transfer, or other disposition of the Series
B and Series C preferred shares of Essex Bancorp, Inc.; or (3)
any exercise or conversion of warrants or options of Essex
Bancorp, Inc. which were issued prior to 1996 (and any
exercise, or conversion of such warrants or options shall be
disregarded in determining whether a Change in Control has
occurred).
3. Section 11(c) of the Agreement is amended to read as follows:
(c) Any provision herein to the contrary notwithstanding: (i)
no severance payment under Section 11(a) shall be due to
Employee if Employer terminates Employee for Cause under
Section 9(a) or Employee resigns without Just Cause under
Section 9(d) above.
IN TESTIMONY WHEREOF, the parties have caused this First Amendment to
the Agreement to be executed as of the first day of January, 1998.
ESSEX SAVINGS BANK, FSB
By: /s/ Xxxx X. Xxxx
--------------------------------
Its: President
ESSEX FIRST MORTGAGE CORPORATION
By: /s/ Xxxx XxXxxxxxx
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Its: President/CEO
/s/ XXXX XxXXXXXXX
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