FIRST AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT
FIRST AMENDMENT dated March 28, 2001, between Xxxxx National
Corporation (the "Company") and Xxx X. Xxxxxxxxxx ("Executive") amending the
Amended Employment Agreement dated December 28, 1999 (the "Amended Agreement"),
between the Company and the Executive.
WHEREAS, the Board of Directors of the Company and the Executive have
agreed to the election by the Company of a new chief executive officer as part
of the Company's succession planning; and
WHEREAS, the Board of Directors of the Company desires that the
Executive continue to perform most of the duties he has heretofore performed
and, in addition, to assist the new chief executive officer in connection with
his succession;
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, the parties agree as follows:
1. The first sentence of Section 1.3 of the Amended Agreement is amended
to read as follows:
During the Term, the Executive shall serve as Senior Chairman
of the Board of the Corporation, and shall continue to perform
the duties he has performed with respect to maintaining and
developing the Corporation's significant international and
heads-of-state business, continuing to develop the
Corporation's private banking business, providing strategic
oversight of capital, liquidity, and loan and investment
policy and generally continuing a leadership role in the
strategic planning of the Corporation. In addition, the
Executive shall work with the new chief executive officer to
facilitate his transition into such position and to enhance
his development and contribution to the Company.
2. Section 3.2(2) of the Amended Agreement is hereby amended by deleting
the words "as Chief Executive Officer of the Company" in the second
paragraph thereof and substituting therefor the words "set forth in
Section 1.3."
3. Exhibit A of the Amended Agreement is hereby amended in its entirety as
set forth in the attached Amended Exhibit A.
4. Except as expressly provided herein, the Amended Agreement shall remain
in full force and effect without other change, and this Amendment shall
be governed by the terms thereof.
IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of the date first written above.
XXXXX NATIONAL CORPORATION
By /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx, President
/s/ XXX X. XXXXXXXXXX
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Xxx X. Xxxxxxxxxx
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AMENDED EXHIBIT A
Any capitalized term used herein which is not otherwise defined shall
have the meaning attributed to it in the Executive's Employment Agreement (the
"Employment Agreement").
The Employment Agreement provides that the Executive shall be paid an
Annual Bonus as determined by the Compensation Committee (or a subcommittee
thereof comprised solely of "outside directors," within the meaning of Section
162(m) of the Internal Revenue Code of 1986, if the Committee is not so
comprised, and references herein to the Compensation Committee shall be deemed
references to such subcommittee). The purpose of this Exhibit is to set forth
the procedure for (i) setting the annual objectives (the "Objectives") for each
year, (ii) determining whether the Objectives have been obtained, and (iii)
setting the magnitude of the Annual Bonus based upon the Company's performance
vis-a-vis the Objectives.
On or prior to February 28 of each calendar year, the Executive shall
submit a proposed business plan to the Compensation Committee. The business plan
shall set forth a forecast of the net income after tax for the Company for the
then current year. The proposed business plan shall be subject to review and
approval by the Compensation Committee. The Executive and the Compensation
Committee shall discuss in good faith any revisions to the proposed plan
required by the Compensation Committee, but notwithstanding such discussions,
the business plan shall be subject to the approval of the Compensation Committee
in the exercise of its discretion. On or prior to the 90th day of each calendar
year, the Compensation Committee shall determine, based on the business plan,
specific objective performance criteria which must be met for the Executive to
receive the Annual Bonus; provided however, the Executive shall be entitled to
receive an Annual Bonus with respect to calendar year 1999 if the Company's net
income available for Common Stock for the five months ended December 31, 1999
equals or exceeds an amount determined by the Compensation Committee on or prior
to August 27, 1999.
The amount of the Annual Bonus shall be 150% of the Executive's Base
Salary multiplied by a fraction the numerator of which is the number of
Objectives of the Executive that have been met during the calendar year and the
denominator of which is the total number of Objectives for such year, or such
other weighting of the Objectives as the Executive and Compensation Committee
shall agree.
Within ten (10) days after the year end financial results of the
Company are made available to the Compensation Committee, it shall determine
whether, in its good faith judgment, the Objectives have been met or exceeded.
Based upon the Compensation Committee's conclusions with respect to the
Company's performance vis-a-vis the Objectives, the Executive shall be entitled
to the Annual Bonus.
TCC: /s/ TCC
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JLA: /s/ JLA
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Dated: 3/28/2001
