EXHIBIT 10.9A
FIRST AMENDMENT TO SEVERANCE AGREEMENT
THIS FIRST AMENDMENT, effective December 16, 1997, between COLUMBIA
BANCORP, a Maryland corporation (the "Corporation"), THE COLUMBIA BANK, a
Maryland trust company and a principal subsidiary of the Corporation (the
"Bank"), and XXXXXX X. XXXXX (the "Executive"), amends the Severance Agreement
between the Corporation, the Bank and the Executive, dated February 26, 1996
(the "Severance Agreement").
W I T N E S S E T H:
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The Executive serves as a Senior Vice President of the Bank and has
contributed to the growth and success of the Corporation and the Bank (each, a
"Company" and collectively, the "Companies"). The Companies entered into the
Severance Agreement with the Executive in order to assure him of certain
benefits if he is terminated or resigns in certain circumstances in the event of
a change in control of the Companies. The Companies and the Executive desire to
amend the Severance Agreement as set forth below in this First Amendment to
clarify certain provisions thereof.
Accordingly, in consideration of the mutual covenants and
representations contained herein and the mutual benefits derived herefrom, the
parties hereto agree to amend the Severance Agreement as follows:
Paragraph 1.2 is amended to read as follows:
"1.2. Amount of Payments. Except as provided in
paragraph 1.2(e), the Companies will pay the Executive the following
amounts in the following circumstances:
(a) (i) If the employment of the Executive with either of
the Companies is terminated during a Change in Control Period by either
of the Companies for any reason other than death or total disability of
the Executive or other than for cause, or if the Executive resigns
during a Change in Control Period due to a significant change in the
nature or scope of his authorities or duties from those immediately
prior to the Change in Control period, a reduction in total
compensation from that provided immediately prior to the Change in
Control period, or the breach by either of the Companies of any other
provision of this Agreement, the Companies will pay, or cause to be
paid, to the Executive: (a) if the Executive's termination or
resignation occurs before the Executive has attained the age of 63
years, an amount equal to two times the sum of (i) the Executive's
annual base salary immediately before the Change in Control and (ii)
the average of
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the bonuses paid to the Executive over the past three years (including
years in which no bonus was awarded); or (b) if the Executive's
termination or resignation occurs on or after the Executive has
attained the age of 63 years, an amount equal to the amount set forth
in paragraph 1.2(a)(i)(a) multiplied by a fraction, the numerator of
which shall be 730 minus the number of days which have passed since the
Executive's 63rd birthday, and the denominator of which shall be 730.
(ii) Such payment shall be made in one lump sum within
15 business days after the Executive's termination or resignation.
(b) (i) If the Executive resigns during a Change in
Control Period for any reason other than due to a significant change in
the nature or scope of his authorities or duties from those immediately
prior to the Change in Control period, or a reduction in total
compensation from that provided immediately prior to the Change in
Control period, or the breach by either of the Companies of any other
provision of this Agreement, the Companies will pay, or cause to be
paid, to the Executive: (a) if the Executive's resignation occurs
before the Executive has attained the age of 64 years, an amount equal
to the sum of (i) the Executive's annual base salary immediately before
the Change in Control and (ii) the average of the bonuses paid to the
Executive over the past three years (including years in which no bonus
was awarded); or (b) if the Executive's resignation occurs on or after
the Executive has attained the age of 64 years, an amount equal to the
amount set forth in paragraph 1.2(b)(i)(a) multiplied by a fraction,
the numerator of which shall be 365 minus the number of days which have
passed since the Executive's 64th birthday, and the denominator of
which shall be 365.
(ii) Such payment shall be made in one lump sum within
15 business days after the Executive's resignation.
(c) Except as provided in paragraph 1.2(e), if the
Executive is terminated by the Companies or resigns as described in
paragraph 1.2(a), or resigns as described in paragraph 1.2(b), the
Executive shall continue to receive all health, life, and disability
insurance benefits available to him pursuant to his employment with the
Companies immediately before such termination or resignation. The
Executive shall continue to receive such benefits until the earliest of
(a) such time as the Executive shall have been receiving substantially
similar insurance benefits for six months under subsequent employment,
(b) 24 months after the date of a termination or resignation described
in paragraph 1.2(a) or 12 months after the date of a resignation
described in paragraph 1.2(b), or (c) such date as the Executive shall
have attained the age of 65 years.
(d) All options granted to the Executive under the
Corporation's stock option award arrangements providing for the
granting of options to acquire common stock to founders, directors and
key employees shall immediately become fully vested in the event of a
Change in Control.
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(e) The Executive is to receive no payments under
paragraph 1.2(a) or (b) and no benefits under paragraph 1.2(c) if the
Executive is terminated during a Change in Control Period after having
already attained the age of 65 years, or if the Executive is terminated
by either of the Companies during a Change in Control Period upon the
death or total disability of the Executive or for cause.
(f) Notwithstanding the foregoing, in the event that any
of the amounts payable to the Executive under paragraph 1.2 would, if
made, cause the Executive to have tax under Section 4999 of the Code,
the Executive may elect, at his discretion, to reduce the amount
payable to him under paragraph 1.2(a) or (b) by an amount such that the
aggregate after-tax amounts the Executive will receive under paragraph
1.2 will be equal to the aggregate after-tax amounts the Executive
would receive without the reduction he elected (i.e., the aggregate
amounts after the application of the tax under Section 4999 of the Code
and other taxes).
IN WITNESS WHEREOF, the parties have executed and delivered this First
Agreement to the Severance Agreement on this 13th day of March, 1998.
ATTEST: COLUMBIA BANCORP
/s/ /s/ Xxxx X. Xxxx, Xx.
_____________________ _____________________
Xxxx X. Xxxx, Xx.
President and Chief Executive Officer
ATTEST: THE COLUMBIA BANK
/s/ /s/ Xxxx X. Xxxx, Xx.
_____________________ _____________________
Xxxx X. Xxxx, Xx.
President and Chief Executive Officer
WITNESS:
/s/ /s/ Xxxxxx X. Xxxxx
_____________________ _____________________
Xxxxxx X. Xxxxx
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