AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Exhibit
10.6
AMENDED
AND RESTATED CHANGE IN CONTROL AGREEMENT
This
Amended and Restated Change in Control Agreement (“Agreement”)
is made and entered into as of this 1st day of October, 2007, but effective
as
of August 15, 2006, by and between Lincoln Bank, an Indiana commercial bank
whose address is 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000 (which,
together with any successor thereto which executes and delivers the assumption
agreement provided for in Section 11(a) hereof or which otherwise becomes
bound
by the terms and provisions of this Agreement by operation of law, is
hereinafter referred to as the “Bank”), and Xxxx Xxxxxxx whose
residence address is 0000 Xxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxx 00000 (the
“Employee”).
Whereas,
the Employee is currently serving as Senior Vice President, Business
Development, of the Bank; and
Whereas,
the Bank is a wholly-owned subsidiary of Lincoln Bancorp, a publicly traded
corporation organized under Indiana law (the “Holding
Company”); and
Whereas,
the Board of Directors of the Bank recognizes that, as is the case with publicly
held corporations generally, the possibility of a change in control of the
Holding Company may exist and that such possibility, and the uncertainty
and
questions which it may raise among management, may result in the departure
or
distraction of key management personnel to the detriment of the Bank, the
Holding Company and its shareholders; and
Whereas,
the Board of Directors of the Bank believes it is in the best interests of
the
Bank to enter into this Agreement with the Employee in order to assure
continuity of management of the Bank and to reinforce and encourage the
continued attention and dedication of the Employee to his or her assigned
duties
without distraction in the face of potentially disruptive circumstances arising
from the possibility of a change in control of the Holding Company, although
no
such change is now contemplated;
Whereas,
the current Special Termination Agreement dated as of January 1, 2007, between
the Bank and Employee needs to be revised to address certain tax changes
made
under Section 409A of the Internal Revenue Code of 1986, as amended, and
the
parties wish to restate that agreement to make such changes; and
Whereas,
the Board of Directors of the Bank has approved and authorized the execution
of
this Agreement with the Employee to take effect as stated in Section 1
hereof;
Now,
Therefore, in consideration of the foregoing and of the respective covenants
and
agreements of the parties herein contained, it is agreed as
follows:
1. Term
of Agreement. The
term of this Agreement shall be deemed to have commenced as of August 15,
2006
(the “Effective Date”), and shall continue until January 1,
2008. Prior to January 1, 2008, and at each anniversary date thereafter,
the
Board of Directors may review this Agreement and, in its discretion, authorize
extension thereof for an additional one-year period.
Page
1
2. Payments
to the Employee Upon Change in Control. (a) Upon
the occurrence of a change in control of the Bank or the Holding Company
(as
herein defined) at any time during the term of this Agreement followed within
12
months by the involuntary or voluntary termination of the Employee’s employment
with the Bank, whether or not such termination occurs during the term of
this
Agreement, the provisions of Section 3 shall apply.
(b) A
“change in control” shall mean any of the
following:
(i)
a
change in the ownership of
the Bank or the Holding Company, which shall occur on the date that any one
person, or more than one person acting as a group, acquires ownership of
stock
of the Bank or the Holding Company that, together with stock held by such
person
or group, constitutes more than fifty percent (50%) of the total fair market
value or total voting power of the stock of the Bank or the Holding
Company. Such acquisition may occur as a result of a merger of the
Holding Company or the Bank into another entity which pays consideration
for the
shares of capital stock of the Holding Company or the Bank in the merger
or as a
result of a merger of another entity into the Holding Company or the Bank
if the
entity’s shareholders as a group acquire or receive over 50% of the total fair
market value or total voting power of the stock of the entity resulting from
the
merger. However, if any one person, or more than one person acting as
a group, is considered to own more than fifty percent (50%) of the total
fair
market value or total voting power of the stock of the Bank or the Holding
Company, the acquisition of additional stock by the same person or persons
is
not considered to cause a change in the ownership of the Bank or the Holding
Company (or to cause a change in the effective control of the Bank or the
Holding Company (within the meaning of subsection (ii)). An increase
in the percentage of stock owned by any one person, or persons acting as
a
group, as a result of a transaction in which the Bank or the Holding Company
acquires its stock in exchange for property will be treated as an acquisition
of
stock for purposes of this subsection. This subsection applies only
when there is a transfer of stock of the Bank or the Holding Company (or
issuance of stock of the Bank or the Holding Company) and stock in the Bank
or
the Holding Company remains outstanding after the transaction.
(ii)
a
change in the effective
control of the Bank or the Holding Company, which shall occur only on the
date
new directors are added to the Holding Company’s board of directors as a result
of a merger transaction involving the Holding Company or the Bank, respectively,
and as a result of such replacement the Holding Company’s or the Bank’s
directors, respectively, before the merger constitute 50% or less of the
total
directors of the Holding Company or the Bank immediately following the merger;
provided, however, that this provision shall not apply if another
corporation is a majority shareholder of the Holding Company. If any
one person, or more than one person acting as a group, is considered to
effectively control the Bank or the Holding Company, the acquisition of
additional control of the Bank or the Holding Company by the same person
or
persons is not considered to cause a change in the
Page
2
effective
control of the Bank or the Holding Company (or to cause a change in the
ownership of the Bank or the Holding Company within the meaning of subsection
(i) of this section).
(iii)
a
change in the ownership
of a substantial portion of the Bank’s assets, which shall occur on the date
that any one person, or more than one person acting as a group, acquires
(or has
acquired during the 12 month period ending on the date of the most recent
acquisition by such person or persons) assets from the Bank that have a total
gross fair market value equal to or more than forty percent (40%) of the
total
gross fair market value of all of the assets of the Bank immediately before
such
acquisition or acquisitions. For this purpose, gross fair market
value means the value of the assets of the Bank, or the value of the assets
being disposed of, determined without regard to any liabilities associated
with
such assets. No change in control event occurs under this subsection
(iii) when there is a transfer to an entity that is controlled by the
shareholders of the Bank immediately after the transfer. A transfer
of assets by the Bank is not treated as a change in the ownership of such
assets
if the assets are transferred to –
1) a
shareholder of the Bank (immediately before the asset transfer) in exchange
for
or with respect to its stock;
2) an
entity, 50 percent or more of the total value or voting power of which is
owned,
directly or indirectly, by the Bank.
3) a
person, or more than one person acting as a group, that owns, directly or
indirectly, 50 percent or more of the total value or voting power of all
the
outstanding stock of the Bank; or
4) an
entity, at least 50 percent of the total value or voting power of which is
owned, directly or indirectly, by a person described in paragraph
(iii).
For
purposes of this subsection (iii) and except as otherwise provided in paragraph
1) above, a person’s status is determined immediately after the transfer of the
assets.
(iv)
For
purposes of this
section, persons will not be considered to be acting as a group solely because
they purchase or own stock of the same corporation at the same time, or as
a
result of the same public offering. Persons will be considered to be
acting as a group if they are owners of a corporation that enters into a
merger,
consolidation, purchase or acquisition of stock, or similar business transaction
with the Bank or the Holding Company.
(c) The
Employee’s employment under this Agreement may be terminated at any time by the
Board of Directors of the Bank. If the Employee’s employment is
terminated for any reason prior to a change in control, no benefits shall
be
payable under this Agreement.
(d) The
Employee’s employment under this Agreement may be terminated at any time by the
Board of Directors of the Bank. The terms “involuntary
termination” or “involuntarily terminated” in this
Agreement shall refer to the termination of the
Page
3
employment
of Employee without his or her express written consent. In addition,
a material diminution of or interference with the Employee’s duties,
responsibilities and benefits shall be deemed and shall constitute an
involuntary termination of employment to the same extent as express notice
of
such involuntary termination. By way of example and not by way of
limitation, any of the following actions, if unreasonable and materially
adverse
to the Employee, shall constitute such diminution or interference unless
consented to in writing by the Employee: (1) the requirement that the Employee
perform his or her principal employment duties more than thirty-five (35)
miles
from his or her primary office as of the date of the change in control; (2)
a
material reduction in the Employee’s salary, perquisites, contingent benefits or
vacation time as in effect on the date of the change in control as the same
may
be changed by mutual agreement from time to time, unless part of an
institution-wide reduction; (3) the assignment to the Employee of duties
and
responsibilities materially different from those normally associated with
his or
her position as referenced in this Agreement; or (4) a material diminution
or
reduction in the Employee’s responsibilities or authority (including reporting
responsibilities) in connection with his or her employment with the
Bank.
3. Payments
Upon a Change in Control.
(a) If
during the term of this Agreement there is a change in control of the Bank
or
the Holding Company and within 12 months following such change in control
there
is an involuntary termination of the Employee’s employment with the Bank, other
than for cause, whether or not such termination occurs during the term of
this
Agreement, the Bank shall pay to the Employee in a lump sum in cash within
25
business days after the date of severance of employment an amount equal to
100
percent of the Employee’s “base amount” of compensation, as defined in Section
280G(b)(3) of the Internal Revenue Code of 1986, as amended
(“Code”).
(b) If
during the term of this Agreement there is a change in control, and within
12
months following such change in control there is an involuntary termination
of
the Employee’s employment, whether or not such termination occurs during the
term of this Agreement, the Bank shall cause to be continued life, health
and
disability coverage substantially identical to the coverage maintained by
the
Bank for the Employee prior to his severance. Subject to applicable
federal and state laws, such coverage shall cease upon the earlier of the
Employee’s obtaining similar coverage by another employer or twelve (12) months
from the date of the Employee’s termination. In the event the
Employee obtains new employment and receives less coverage for life, health
or
disability, the Bank shall provide coverage substantially identical to the
coverage maintained by the Bank for the Employee prior to termination for
the
balance of the twelve (12) month period.
(c) If
during the term of this Agreement there is a change in control of the Bank
or
the Holding Company, and within 12 months following such change in control,
the
Employee voluntarily terminates his or her employment, whether or not such
voluntary termination of employment occurs during the term of this Agreement,
the Bank shall continue to pay Employee his or her base compensation and
shall
continue to provide life, health and disability coverage maintained for the
Employee prior to his or her voluntary termination of employment for any
remaining portion of the period ending 12 months following such change in
control; provided, however, that subject to applicable federal
and
Page
4
state
laws, such life, health and disability coverage shall cease upon Employee’s
obtaining substantially similar coverage from another employer.
4. Certain
Reduction of Payments by the Bank.
(a) Anything
in this Agreement to the contrary notwithstanding, in the event it shall
be
determined that any payment or distribution by the Bank to or for the benefit
of
the Employee (whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise) (a “Payment”)
would be nondeductible (in whole or part) by the Bank for Federal income
tax
purposes because of Section 280G of the Code, then the aggregate present
value
of amounts payable or distributable to or for the benefit of the Employee
pursuant to this Agreement (such amounts payable or distributable pursuant
to
this Agreement are hereinafter referred to as “Agreement
Payments”) shall be reduced to the Reduced Amount. The
“Reduced Amount” shall be an amount, not less than zero,
expressed in present value which maximizes the aggregate present value of
Agreement Payments without causing any Payment to be nondeductible by the
Bank
because of Section 280G of the Code. For purposes of this Section 4,
present value shall be determined in accordance with Section 280G(d)(4) of
the
Code.
(b) All
determinations required to be made under this Section 4 shall be made by
the
Bank’s independent auditors, or at the election of such auditors by such other
firm or individuals of recognized expertise as such auditors may select (such
auditors or, if applicable, such other firm or individual, are hereinafter
referred to as the “Advisory Firm”). The Advisory Firm shall
within ten business days of the date of termination of the Employee’s employment
by the Bank or the Holding Company resulting in benefit payments hereunder
(the
“Date of Termination”), or at such earlier time as is requested
by the Bank, provide to both the Bank and the Employee an opinion (and detailed
supporting calculations) that the Bank has substantial authority to deduct
for
federal income tax purposes the full amount of the Agreement Payments and
that the Employee has substantial authority not to report on his or her federal
income tax return any excise tax imposed by Section 4999 of the Code with
respect to the Agreement Payments. Any such determination and opinion
by the Advisory Firm shall be binding upon the Bank and the
Employee. The Employee shall determine which and how much, if any, of
the Agreement Payments shall be eliminated or reduced consistent with the
requirements of this Section 4, provided that, if the Employee does not make
such determination within ten business days of the receipt of the calculations
made by the Advisory Firm, the Bank shall elect which and how much, if any,
of
the Agreement Payments shall be eliminated or reduced consistent with the
requirements of this Section 4 and shall notify the Employee promptly of
such
election. Within five business days of the earlier of (i) the Bank’s
receipt of the Employee’s determination pursuant to the immediately preceding
sentence of this Agreement or (ii) the Bank’s election in lieu of such
determination, the Bank shall pay to or distribute to or for the benefit
of the
Employee such amounts as are then due the Employee under this
Agreement. The Bank and the Employee shall cooperate fully with the
Advisory Firm, including without limitation providing to the Advisory Firm
all
information and materials reasonably requested by it, in connection with
the
making of the determinations required under this Section 4.
Page
5
(c) As
a result of uncertainty in application of Section 280G of the Code at the
time
of the initial determination by the Advisory Firm hereunder, it is possible
that
Agreement Payments will have been made by the Bank which should not have
been
made (“Overpayment”) or that additional Agreement Payments will
not have been made by the Bank which should have been made
(“Underpayment”), in each case, consistent with the
calculations required to be made hereunder. In the event that the
Advisory Firm, based upon the assertion by the Internal Revenue Service against
the Employee of a deficiency which the Advisory Firm believes has a high
probability of success, determines that an Overpayment has been made, any
such
Overpayment paid or distributed by the Bank to or for the benefit of Employee
shall be treated for all purposes as a loan abinitio which the
Employee shall repay to the Bank together with interest at the applicable
federal rate provided for in Section 7872(f)(2) of the Code; provided,
however, that no such loan shall be deemed to have been made and no amount
shall be payable by the Employee to the Bank if and to the extent such deemed
loan and payment would not either reduce the amount on which the Employee
is
subject to tax under Section 1 and Section 4999 of the Code or generate a
refund
of such taxes. In the event that the Advisory Firm, based upon
controlling precedent or other substantial authority, determines that an
Underpayment has occurred, any such Underpayment shall be promptly paid by
the
Bank to or for the benefit of the Employee together with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the
Code.
5. Required
Regulatory Provisions.
(a) The
Bank may terminate the Employee’s employment at any time, but any termination by
the Bank on or after a change in control shall not prejudice the Employee’s
right to compensation or other benefits under this Agreement.
(b) If
the Employee is suspended and/or temporarily prohibited from participating
in
the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or
(g)(1) of the Federal Deposit Insurance Act, 12 U.S. C. §1818 (e)(3) and (g)(1),
the Bank’s obligations under this Agreement shall be suspended as of the date of
service, unless stayed by appropriate proceedings. If the charges in
the notice are dismissed, the Bank may in its discretion (i) pay the Employee
all or part of the compensation withheld while its obligations under this
Agreement were suspended, and (ii) reinstate (in whole or in part) any of
the
obligations which were suspended.
(c) If
the Employee is removed from office and/or permanently prohibited from
participating in the conduct of the Bank’s affairs by an order issued under
Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
§
1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall
terminate, as of the effective date of the order, but vested rights of the
parties shall not be affected.
(d) If
the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit
Insurance Act), all obligations under this Agreement shall terminate as of
the
date of default, but this provision (d) shall not affect any vested rights
of
the parties.
(e) All
obligations under this Agreement may be terminated, except to the extent
determined that continuation of this Agreement is necessary for the continued
operation of the Bank: (i) by the Director of the Indiana Department of
Financial Institutions (the
Page
6
“Director”),
or his or her designee, at the time the Federal Deposit Insurance Corporation
enters into an agreement to provide assistance to or on behalf of the Bank
under
the authority contained in Section 13(c) of the Federal Deposit Insurance
Act,
12 U.S.C. §1823(c), or (ii) by the Director, or his or her designee, at the time
the Director or his or her designee approves a supervisory merger to resolve
problems related to operation of the Bank or when the Bank is determined
by the
Director to be in an unsafe or unsound condition. Any rights of the
parties that have already vested, however, shall not be affected by any such
action.
6. Reinstatement
of Benefits Under Section 3. In
the event the Employee is suspended and/or temporarily prohibited from
participating in the conduct of the Bank’s affairs by a notice described in
Section 5(b) hereof (the “Notice”) during the term of this
Agreement and a change in control occurs, the Bank will assume its obligation
to
pay and the Employee will be entitled to receive all of the termination benefits
provided for under Section 3 of this Agreement upon the Bank’s receipt of a
dismissal of charges in the Notice.
7. Effect
on Prior Agreements and Existing Benefit Plans. This
Agreement contains the entire understanding between the parties hereto and
supersedes any prior agreement between the Bank and the Employee, including
the
Special Termination Agreement dated January 1, 2007, between the Bank and
the
Employee which shall be void and without further force and effect from and
after
the date hereof.
8. No
Attachment.
(a) Except
as required by law, no right to receive payments under this Agreement shall
be
subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
charge, pledge, or hypothecation, or to execution, attachment, levy, or similar
process or assignment by operation of law, and any attempt, voluntary or
involuntary, to affect any such action shall be null, void, and of no
effect.
(b) This
Agreement shall be binding upon, and inure to the benefit of, the Employee,
the
Bank and their respective successors and assigns.
9. Modification
and Waiver.
(a) This
Agreement may not be modified or amended except by an instrument in writing
signed by the parties hereto.
(b) No
term or condition of this Agreement shall be deemed to have been waived,
nor
shall there be any estoppel against the enforcement of any provision of this
Agreement, except by written instrument of the party charged with such waiver
or
estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only
as
to the specific term or condition waived and shall not constitute a waiver
of
such term or condition for the future or as to any act other than that
specifically waived.
10. NO
MITIGATION. Except
as expressly provided herein, the amount of any payment or benefit provided
for
in this Agreement shall not be reduced by any compensation earned by the
Employee as the result of employment by another employer, by retirement benefits
after the date of termination or otherwise.
Page
7
11. No
Assignments.
(a) This
Agreement is personal to each of the parties hereto, and neither party may
assign or delegate any of its rights or obligations hereunder without first
obtaining the written consent of the other party; provided, however,
that the Bank will require any successor or assign (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially
all of
the business and/or assets of the Bank, by an assumption agreement in form
and
substance satisfactory to the Employee, to expressly assume and agree to
perform
this Agreement in the same manner and to the same extent that the Bank would
be
required to perform it if no such succession or assignment had taken
place. Failure of the Bank to obtain such an assumption agreement
prior to the effectiveness of any such succession or assignment shall be
a
breach of this Agreement and shall entitle the Employee to compensation from
the
Bank in the same amount and on the same terms as the compensation pursuant
to
Section 3 hereof. For purposes of implementing the provisions of this
Section 11(a), the date on which any such succession becomes effective shall
be
deemed the Date of Termination.
(b) This
Agreement and all rights of the Employee hereunder shall inure to the benefit
of
and be enforceable by the Employee’s personal and legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If the Employee should die while any amounts would still be
payable to the Employee hereunder if the Employee had continued to live,
all
such amounts, unless otherwise provided herein, shall be paid in accordance
with
the terms of this Agreement to the Employee’s devisee, legatee or other designee
or if there is no such designee, to the Employee’s estate.
12. Notice. For
the purposes of this Agreement, notices and all other communications provided
for in the Agreement shall be in writing and shall be deemed to have been
duly
given when personally delivered or sent by certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth
on
the first page of this Agreement (provided that all notices to the Bank shall
be
directed to the attention of the Board of Directors of the Bank with a copy
to
the Secretary of the Bank), or to such other address as either party may
have
furnished to the other in writing in accordance herewith.
13. Amendments. No
amendments or additions to this Agreement shall be binding unless in writing
and
signed by both parties, except as herein otherwise provided.
14. Paragraph
Headings. The
paragraph headings used in this Agreement are included solely for convenience
and shall not affect, or be used in connection with, the interpretation of
this
Agreement.
15. Severability. The
provisions of this Agreement shall be deemed severable and the invalidity
or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.
16. Governing
Law. This
Agreement shall be governed by the laws of the United States to the extent
applicable and otherwise by the laws of the State of Indiana.
Page
8
17. Arbitration. Any
dispute or controversy arising under or in connection with this Agreement
shall
be settled exclusively by arbitration in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be
entered an the arbitrator’s award in any court having jurisdiction.
18. Reimbursement. If
in any event it is determined by a court of competent jurisdiction or by
an
arbitrator pursuant to Section 17 that the Bank has failed to make timely
payment of any amounts owed to the Employee under this Agreement, the Employee
shall be entitled to reimbursement for all reasonable costs, including
attorneys’ fees, incurred in challenging such termination or collecting such
amounts. Such reimbursement shall be in addition to all rights to
which the Employee is otherwise entitled under this Agreement.
19. Specified
Employee Limits.
(a) To
the extent the Employee is a “specified employee” (as defined below), any
payments due to the Employee upon his separation from service with the Bank
under this Agreement shall begin no sooner than six months after the Employee’s
separation from service; provided, however, that any payments not made
during the six month period described in this Section 19 shall be made in
a
single lump sum as soon as administratively practicable after the expiration
of
such six month period; provided, further, that the six month delay required
under this Section 25(a) shall not apply to the portion of any payment resulting
from the Employee’s “involuntary separation from service” (as defined in
Treasury Reg. Section 1.409A-1(n) and including a “separation from service
for good reason,” as defined in Treasury Reg. Section 1.409A-1(n)(2)) that
(i) is payable no later than the last day of the second year following the
year
in which the separation from service occurs, and (ii) does not exceed two
times
the lesser of (1) the Employee’s annualized compensation for the year prior to
the year in which the separation from service occurs, or (2) the dollar limit
described in Section 401(a)(17) of the Code.
(b) To
the extent any life, health, disability or other welfare benefit coverage
provided to the Employee under this Agreement would be taxable to the Employee,
the taxable amount of such coverage shall not exceed the applicable dollar
amount under Section 402(g)(1)(B) of the Code determined as of the year in
which the Employee’s separation from service occurs. The intent of
the foregoing sentence is to permit the Lincoln Bancorp and the Bank to treat
the provision of such benefits as a limited payment under Treasury Reg.
Section 1.409A-1(a)(9)(v)(D) so as to avoid application of the six month
delay rule for specified employees. For purposes of this Agreement,
the phrase “separation from service” shall be as defined in Treasury Reg.
Section 1.409A-1(h).
(c) For
purposes of this Agreement, the term “specified employee” shall have the meaning
set forth in Treasury Reg. Section 1.409A-1(i) and shall include, without
limitation, (1) an officer of the Bank or Lincoln Bancorp having annual
compensation greater than $130,000 (as adjusted for inflation under the Code),
(2) a five percent owner of the Bank or Lincoln Bancorp, or (3) a one percent
owner of the Bank or Lincoln Bancorp having annual compensation of more than
$150,000. The determination of whether the Employee is a “specified
employee” shall be made by the Bank in good faith applying the applicable
Treasury regulations.
Page
9
IN
WITNESS WHEREOF, the parties have executed this Amended and Restated Change
in
Control Agreement as of the day and year first above written.
THIS
AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED
BY THE
PARTIES.
|
“Bank”
|
||
|
Lincoln
Bank
|
||
|
By:
|
/s/
Xxxxx X. Xxxxx
|
|
|
Xxxxx
X. Xxxxx, President
|
||
|
“Employee”
|
||
|
/s/
Xxxx Xxxxxxx
|
||
|
Xxxx
Xxxxxxx
|
||
The
undersigned, Lincoln Bancorp, sole shareholder of Bank, agrees that if it
shall
be determined for any reason that any obligation on the part of Bank to continue
to make any payments due under this Agreement to Employee is unenforceable
for
any reason, Lincoln Bancorp agrees to honor the terms of this Agreement and
continue to make any such payments due hereunder to Employee or to satisfy
any
such obligation pursuant to the terms of this Agreement, as though it were
the
Bank hereunder.
|
Lincoln
Bancorp
|
||
|
By:
|
/s/
Xxxxx X. Xxxxx
|
|
|
Xxxxx
X. Xxxxx, President
|
||
Page
9
