FIRST AMENDMENT TO EMPLOYMENT AGREEMENT OF JOHN W. HEDGES
Exhibit
10.3
FIRST
AMENDMENT TO
XXXX
X. XXXXXX
This
First Amendment to the Employment Agreement is made and entered into on March
6,
2006, by and between First Mid-Illinois Bancshares, Inc. (the “Company”), a
corporation with its principal place of business located in Mattoon, Illinois,
and Xxxx X. Xxxxxx (the “Executive”).
WHEREAS,
the
Company and the Executive are parties to an Employment Agreement dated as of
October 1, 2005 (the “Employment Agreement”) and now desire to amend the
Employment Agreement to comply
with Internal Revenue Code Section 409A and the guidance and regulations
thereunder, to the extent applicable.
NOW,
THEREFORE,
in
consideration of the mutual covenants and promises contained herein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Employment Agreement as follows,
effective as of January 1, 2005:
1.
By
amending the second sentence of Section 4.02(a) to read as follows:
“(a) Such
amount shall be paid in a lump sum payment as soon as practicable following
the
date of such termination.”
2.
2. By adding a final sentence to Section 4.02 to read as follows:
“If
at
the time of such termination of employment Executive is a “Key Employee” as
defined in Section 416(i) of the Internal Revenue Code (without reference to
paragraph 5 thereof), and the amounts payable to Executive pursuant to Section
4.02(a) and (b) are subject to Section 409A of the Internal Revenue Code,
payment of such amounts shall not commence until six months following
Executive’s termination of employment, with the first payment to include the
payments that otherwise would have been made during such six-month period.”
IN
WITNESS WHEREOF,
the
parties have executed this First Amendment to the Employment Agreement on the
6th day of March, 2006.
FIRST
MID-ILLINOIS BANCSHARES, INC.
By: /s/
Xxxxxxx X. Xxxxxxx
Its: Chairman
and Chief Executive Officer
XXXX
X. XXXXXX
/s/
Xxxx
X. Xxxxxx
