EXHIBIT 10.10(c)
FORM OF
SPECIAL TERMINATION AGREEMENT AMENDMENT
ENTERED INTO WITH MESSRS. XXXXX AND XXXXXXXXX
FIRST ESSEX BANCORP, INC.
00 XXXX XXXXXX
XXXX XXXXXX XXX 0000
XXXXXXX, XXXXXXXXXXXXX 00000
December 16, 1999
[Officer's name]
[Address]
RE: EXECUTIVE SPECIAL TERMINATION AGREEMENT
--------------------------------------------
Dear [Name],
We are writing to confirm the changes we have agreed to make to that
certain Special Termination Agreement (the "Agreement") between you and First
Essex Bancorp, Inc. (the "Holding Company"), dated as of January 1, 1994 and
restated as of October 9, 1997. We propose to confirm our mutual understanding
of the following Amendments to the Agreement:
1. Section 5.2 of the Agreement is hereby amended to read as follows:
"5.2 An aggregate amount equal to two (2) times the sum of
the Executive's (a) then current base salary and (b) highest annual
bonus paid during the three fiscal years preceding termination of
employment."
2. Section 6 of the Agreement is hereby amended to read as follows:
"6. In the event a Terminating Event occurs within two (2)
years after a Change in Control, the Holding Company shall continue to
pay to the Executive the disability and medical benefits existing on
the date of the Terminating Event at the level in effect on, and at the
same out-of-pocket cost to the Executive as of, the date of such
Terminating Event, for a period of two (2) years. Such medical benefits
shall be deemed to have been provided under the provisions of COBRA.
Additionally, the Holding Company shall provide an amount equal to the
excess of (a) the actuarial value of the benefits which the Executive
would have accrued under the Employers' qualified
pension plan and non-qualified supplemental retirement plan if the
Executive's employment had continued for a period of two (2) years
following his date of termination, over (b) the actuarial equivalent
of the Executive's actual benefit under the pension plan and the
non-qualified supplemental retirement plan."
In all other respects the Agreement shall remain in full force and
effect.
Please counter sign below to confirm your agreement with the foregoing
amendments to the Agreement. Upon our receipt of such countersignature, this
letter agreement shall become a binding agreement between us, under seal, to be
governed in all respects by the laws of The Commonwealth of Massachusetts
without giving effect to the principles of conflicts of law of such state.
Very truly yours,
First Essex Bancorp, Inc.
By:_____________________________
Name:___________________________
Title:__________________________
Agreed and Accepted:
_________________________
[Name]
