AMENDMENT TO SURVIVOR INCOME AGREEMENT AND SPLIT DOLLAR ADDENDUM TO SURVIVOR INCOME AGREEMENT
Exhibit
10.1
AMENDMENT
TO SURVIVOR INCOME AGREEMENT AND SPLIT DOLLAR ADDENDUM TO SURVIVOR INCOME
AGREEMENT
This
Amendment to Survivor Income Agreement and Split Dollar Addendum to Survivor
Income Agreement is entered into this 30th day of April, 2007 by COMMUNITY
BANKS, INC. (“Company”) and XXXXXX X. XXXX (“Executive”).
BACKGROUND:
A. On
August 29, 2002, Company and Executive entered into a Survivor Income Agreement
(“Agreement”), which incorporated and was supplemented by a Split Dollar
Addendum to Community Banks, Inc. Survivor Income Agreement
(“Addendum”).
B. The
parties wish to make certain amendments to the Agreement and
Addendum
in order to make those documents
consistent with substantially similar agreements between Company and other
executive officers of Company.
NOW
THEREFORE, in exchange for valuable consideration and intending to be legally
bound, the parties hereby agree as follows:
1. Modification
of Article 1 of Agreement.
Article 1 of the Agreement is hereby modified to include the following
additional Section 1.4:
1.4
Change
of Control.
Notwithstanding any other provision of this Agreement, in the event of a Change
of Control (as defined below), the Company or its successor shall maintain
in
full force and effect this Agreement and the related life insurance policy
that
is in existence on the date the Change of Control occurs and, in no event shall
the Company or its successor terminate or otherwise abrogate the Executive’s
interest in the life insurance policy; provided, however, that at all times
the
life insurance policy shall be subject to the claims of the Company’s creditors.
Change
of Control shall mean:
(a) A
reorganization, merger, consolidation or sale of substantially all of the assets
of the Company, or a similar transaction in which the Company is not the
resulting entity; or
(b) Individuals
who constitute the Incumbent Board (as herein defined) of the Company cease
for
any reason to constitute a majority of the Board of Directors. For these
purposes, “Incumbent Board” shall mean the members of the Board of Directors of
the Company on the effective date hereof. Any person
1
becoming
a member of the Board of Directors subsequent to such effective date, whose
election was approved by a vote of at least three-quarters (3/4) of the members
of the Board of Directors comprising the Incumbent Board, or whose nomination
for election by members or shareholders was approved by the same nominating
committee serving under the Incumbent Board, shall be considered as though
he or
she were a member of the Incumbent Board.
2. Modification
of Introduction to Addendum.
The section of the Addendum bearing the heading “Introduction” is hereby
modified to provide in its entirety as follows:
Under
the terms of the Survivor Income Agreement between the Executive and the
Company, effective on the 29th
day of August, 2002, the parties desire to divide the death proceeds of a life
insurance policy on the Executive’s life.
3. Other.
Except as specifically modified herein, the terms and conditions of the
Agreement and Addendum remain in full force and effect. This Amendment is hereby
appended to and made a part of the Agreement and Addendum.
IN
WITNESS WHEREOF, the Executive and a duly authorized representative of the
Company have executed this Amendment as of the date first written
above.
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COMMUNITY
BANKS, INC.
By:
/s/Xxxxx
X. Xxxxxxxxxxxx
Xxxxx
X. Xxxxxxxxxxxx, President and CEO
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WITNESS:
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EXECUTIVE:
/s/
Xxxxxx X. Xxxx
Xxxxxx
X. Xxxx
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WITNESS:
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