AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SENIOR MANAGEMENT CHANGE OF CONTROL AGREEMENT
AMENDMENT
NO. 1
TO
THE
AMENDED
AND RESTATED
This
Amendment No. 1 to the Amended and Restated Change of Control Agreement
(“Amendment
No. 1”)
is
entered into as of March 30, 2006, by and between Xxxxxx X. X’Xxxxxxx of
Xxxxxxx, Massachusetts (the “Executive”)
and
Patriot National Bank, a national banking association with headquarters located
in Stamford, Connecticut (the “Bank”).
W
I T N E
S S E T H
WHEREAS,
the Executive and the Bank entered into a Senior Management Change of Control
Agreement, dated as of May 1, 2001 (the “Original
Change of Control Agreement”);
WHEREAS,
the Original Change of Control Agreement was subsequently amended and restated
pursuant to an Amended and Restated Senior Management Change of Control
Agreement, dated as of November 3, 2003 (the “Amended
and Restated Agreement”);
and
WHEREAS,
in accordance with the requirements of Section 6 of the Amended and Restated
Agreement, the Executive and the Bank desire to enter into this Amendment No.
1
to amend one provision of the Amended and Restated Agreement to more accurately
reflect the agreement between the parties;
NOW,
THEREFORE, in consideration of the mutual promises and covenants hereinafter
described and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Executive and the Bank hereby
amend the Amended and Restated Agreement as set forth below.
Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed
to
them in the Amended and Restated Agreement.
1. The
second sentence of Section 2(a) of the Amended and Restated Agreement is hereby
deleted in its entirety and replaced with the following sentence:
The
Change of Control Payment shall be made as a lump sum cash payment equal to
the
greater of: (A) two times the Executive’s annual base salary (calculated as of
the date of the Change of Control or, in the case of Section 2(a)(ii),
calculated as of the date of prior termination), or (B) two times the
Executive’s total compensation, including salary and any cash incentive
compensation, from Bank for services rendered for the last full calendar year
immediately preceding the Change of Control.
2.
Except
as
amended by this Amendment No. 1, the Amended and Restated Agreement is hereby
affirmed and ratified and shall, in all other respects, remain in full force
and
effect.
3. This
Amendment No. 1 may be executed in one or more counterparts, each of which
will
be deemed an original, but all of which together shall constitute one and the
same document.
IN
WITNESS WHEREOF, the Executive and the Bank have executed this
Amendment No. 1 on the date first set forth above.
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PATRIOT
NATIONAL BANK
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By:
/s/
Xxxxxx
Xx Xxxx
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Xxxxxx
Xx Xxxx
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Chairman
of the Board of Directors
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By:
/s/
Xxxxxxx
X. Xxxxxx
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Xxxxxxx
X. Xxxxxx
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President
and Chief Executive Officer
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EXECUTIVE:
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/s/
Xxxxxx
X. X’Xxxxxxx
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Xxxxxx
X. X’Xxxxxxx
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