EXHIBIT 10.17
AMENDMENT AND ASSIGNMENT
OF
RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT AND ASSIGNMENT OF RESTATED EMPLOYMENT AGREEMENT is made as
of April 25, 2001, by and among ESSEX BANCORP, INC. ("Bancorp"), ESSEX SAVINGS
BANK, FSB ("ESB") and ESSEX HOME MORTGAGE SERVICING CORPORATION ("EHMSC")
(Bancorp, ESB and EHMSC are each an "Employer" and, collectively, the
"Employers"), XXXX X. XXXX (the "Employee") and ESSEX ACQUISITION CORP. ("Essex
Acquisition").
WITNESSETH:
WHEREAS, Employers and Employee entered into a Restated Employment
Agreement dated as of January 1, 1998, as amended by First and Second Amendments
thereto (collectively, the "Agreement"); and
WHEREAS, in connection with a "going-private" transaction contemplated by
Bancorp, Bancorp will be merged with and into Essex Acquisition, its wholly-
owned subsidiary, pursuant to an Agreement and Plan of Merger dated as of March
29, 2001 (as the same may be amended from time to time, the "Merger Agreement");
and
WHEREAS, Bancorp desires to assign the Agreement to Essex Acquisition in
connection with the transactions contemplated by the Merger Agreement, and Essex
Acquisition has agreed to accept such assignment of the Agreement subject to the
amendments made hereby; and
WHEREAS, Employers and Employee desire to further amend the Agreement to
clarify the definition of "Change in Control".
NOW, THEREFORE, in consideration of the premises and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Employers and Employee agree as follows:
1. In the event of a conflict between the terms of this Amendment and
Assignment and the Agreement, the terms of this Amendment and Assignment shall
control.
2. Effective as of the date hereof, the last sentence of Section 3.7(b)
of the Agreement is hereby amended and restated in its entirety as follows:
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"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 April 1, 2001; (2) any
purchase, transfer or other disposition of the Series B or
Series C preferred shares of Essex Bancorp, Inc.; (3) any
exercise, conversion or transfer of warrants or options of
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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 consolidation or merger of Bancorp with or
into a wholly-owned subsidiary of Bancorp."
3. Effective as of the date hereof, Section 3.7(c) of the Agreement is
hereby amended by replacing the reference to "Section 11(a)" with "Section
---------
3.7(a)".
4. Effective as of the Effective Time (as defined in the Merger
Agreement), Bancorp shall be deemed to have assigned to Essex Acquisition the
Agreement and all of Bancorp's rights, duties and obligations thereunder and
Essex Acquisition shall be deemed to have accepted such assignment.
5. Except as modified by the provisions of this Amendment and Assignment,
all of the terms of the Agreement shall remain in full force and effect.
6. This Amendment and Assignment may be executed in any number of
counterparts and by each party on a separate counterpart, each of which, when so
executed and delivered, shall be deemed to be an original and all of which,
taken together, shall constitute one and the same instrument.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment and
Assignment as of the day and year first above written.
ESSEX BANCORP, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------
Name: Xxxx X. Xxxx
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Title: President
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ESSEX SAVINGS BANK, FSB
By: /s/ Xxxx X. Xxxx
-----------------------------------
Name: Xxxx X. Xxxx
-------------------------------
Title: President
-------------------------------
ESSEX HOME MORTGAGE SERVICING
CORPORATION
By: /s/ Xxxx X. Xxxx
-----------------------------------
Name: Xxxx X. Xxxx
-------------------------------
Title: President
-------------------------------
/s/ Xxxx X. Xxxx
----------------------------------------
XXXX X. XXXX
ESSEX ACQUISITION CORP.
By: /s/ Xxxx X. Xxxx
-----------------------------------
Name: Xxxx X. Xxxx
-------------------------------
Title: President
-------------------------------
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