EXHIBIT 10.5A
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT, effective December 18, 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 XXXX X. XXXX, XX. (the "Executive"), amends the Employment
Agreement between the Corporation, the Bank and the Executive, dated February
26, 1996 (the "Employment Agreement").
W I T N E S S E T H:
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The Corporation and the Bank (each, a "Company" and collectively, the
"Companies") recognized the Executive's contribution to the organization, growth
and success of the Companies and entered into the Employment Agreement with the
Executive to secure his services. The Companies and the Executive desire to
amend the Employment 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
Companies and the Executive agree to amend the Employment Agreement as follows:
1. Paragraph 5.2 shall be amended to read as follows:
"5.2. Amount of Payments. Except as provided in
paragraph 5.2(e), and in lieu of amounts payable under paragraph 4,
the Companies will pay the Executive the following amounts in the
following circumstances:
(a) (i) If the Executive is terminated by either of the
Companies in the circumstances described under paragraph
4.3(a)(i), or if the Executive resigns during a Change in Control
Period in the circumstances described under paragraph 4.3(a)(ii),
or if during a Change in Control Period the Executive resigns in
circumstances other than those described under paragraph
4.3(a)(ii) without having been offered an employment agreement the
terms of which are comparable to those 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 62 years, an amount equal to
three times 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 termination or resignation occurs on or after the
Executive has attained the age of 62 years, an amount equal to the
amount set forth in paragraph 5.2(a)(i)(a) multiplied by a
fraction, the numerator of which shall be
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1095 minus the number of days which have passed since the
Executive's 62nd birthday, and the denominator of which shall be
1095.
(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 in circumstances other than those described under
paragraph 4.3(a)(ii) after having been offered an employment
agreement the terms of which are comparable to those 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 5.2(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 5.2(e), if the
Executive is terminated by the Companies or resigns as described
in paragraph 5.2(a), or resigns as described in paragraph 5.2(b),
the Executive shall continue to receive all health, life, and
disability insurance benefits available to him pursuant to
paragraph 1.2(b) of this Agreement 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)
36 months after the date of a termination or resignation described
in paragraph 5.2(a) or 12 months after the date of a resignation
described in paragraph 5.2(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 of Control.
(e) The Executive is to receive no payments under
paragraph 5.2(a) or (b) and no benefits under paragraph 5.2(c) if
the
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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. In an instance of death or total disability of the
Executive, however, the Executive and his dependents,
beneficiaries and estate shall receive any benefits payable to
them under paragraphs 4.2 (c) and 4.2 (d).
(f) Notwithstanding the foregoing, in the event that any
of the amounts payable to the Executive under paragraph 5.2 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 5.2(a) or (b) by an amount
such that the aggregate after-tax amounts the Executive will
receive under paragraph 5.2 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 Employment Agreement on this 13th day of March, 1998.
ATTEST: COLUMBIA BANCORP
/s/ /s/
_____________________ _____________________
Name:
Title:
ATTEST: THE COLUMBIA BANK
/s/ /s/
_____________________ _____________________
Name:
Title:
WITNESS:
/s/ /s/ Xxxx X. Xxxx, Xx.
_____________________ _____________________
Xxxx X. Xxxx, Xx.
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