EXHIBIT 10.19
SECOND AMENDMENT
TO THE
RESTATED EXECUTIVE SERVICES AGREEMENT
OF
XXXX XxXXXXXXX
THIS SECOND AMENDMENT TO THE RESTATED EXECUTIVE SERVICES AGREEMENT OF
XXXX XxXXXXXXX is made as of January 1, 1999, by an among ESSEX SAVINGS BANK,
FSB and ESSEX FIRST MORTGAGE CORPORATION (collectively the "Employers") and XXXX
XxXXXXXXX (the "Employee").
WITNESSETH:
WHEREAS, the Employers and the Employee entered into a Restated
Executive Services Agreement dated as of January 1, 1998 (the "Agreement"),
which Agreement was subsequently amended; and
WHEREAS, Employers and Employee desire to further amend the Agreement
to clarify the definition of a "change in control."
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Employers and the Employee agree to amend the
Employment Agreement as follows:
1. The last sentence of Section 11(b) of the Employment Agreement is
amended to read in its entirety as follows:
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, 1999; (2) any
purchase, transfer or other disposition of the Series B and
Series C preferred shares of Bancorp; (3) any exercise,
conversion, transfer of warrants or options of Bancorp which
were issued prior to 1996 (and any such exercise, conversion
or transfer shall be disregarded in determining whether a
Change in Control has occurred); and/or (4) any issuance by
Bancorp of additional shares or other securities on or after
January 1, 1999.
2. Except as provided above, the Agreement is hereby ratified and
confirmed in all respects.
ESSEX SAVINGS BANK, FSB
By: /s/ Xxxx X. Xxxx
-----------------------------
Its: President
ESSEX FIRST MORTGAGE CORPORATION
By: /s/ Xxxx X. Xxxx
-----------------------------
Its: Chairman/Director
/s/ XXXX XxXXXXXXX
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