Amendment dated December 19, 2005 to Form of Employment Agreement between NBT Bancorp Inc. and Daryl R. Forsythe made as of August 2, 2003.
Exhibit
10.10
Amendment
dated December 19, 2005 to Form of Employment Agreement between NBT Bancorp
Inc.
and Xxxxx X. Xxxxxxxx made as of August 2, 2003.
December
19, 2005
Xxxxx
X.
Xxxxxxxx
00
Xxxxxxxxx Xxxx
Xxxxxxx,
Xxx Xxxx 00000
Re:
Employment Agreement and Change in Control -- Severance Agreement
Amendment
Dear
Xxxxx:
As
you
are aware, in 2004 a new Section 409A was added to the Internal Revenue Code
by
the American Jobs Creation Act of 2004 (the “Act”). The Act has made significant
changes in the tax law as it is applied to executive compensation. In late
September of 2005 the Internal Revenue Service published proposed regulations
relating to compliance with the Jobs Act. As a “key employee” severance payments
made to you on termination from employment under the terms of your current
employment agreement with NBT Bancorp Inc.1
(“Employment Agreement”) must be made in compliance with the Act or a
substantial excise tax (payable by you) will be imposed.
Your
Employment Agreement provides that you would be entitled to certain severance
payments if your relationship with NBT Bancorp Inc. was involuntarily terminated
(other than “for cause”) or you resigned for Good Reason, as those terms are
defined in your Employment Agreement. Pursuant to the Employment Agreement,
severance payments would begin on the date immediately following the Termination
Date (as defined in your Employment Agreement) and continue for the term set
forth in your Employment Agreement.
Your
Change in Control -- Severance Agreement2
(“Severance Agreement”) provides that you would be entitled to severance
payments if, within 24 months following a Change in Control of NBT Bancorp
Inc.,
your employment as Chief Executive Officer was involuntarily terminated (other
than for “Cause”) or you resigned for Good Reason (or without Good Reason within
12 months following a Change in Control of NBT Bancorp Inc.), as those terms
are
defined in your Severance Agreement. Pursuant to the Severance Agreement,
severance payment would begin not later than the fifth business day following
your Date of Termination (as defined in your Severance Agreement) and continue
for the term set forth in your Severance Agreement.
1
Dated
August 2, 2003, and as revised on January 1, 2005.
2
Dated
July 23, 2001.
If
the
severance payments provided for in your Employment Agreement or your Severance
Agreement were made as described therein the Act provides that these payments
would be subject to the excise tax of 20% of the severance payment.
Under
the
Act, one of the ways to avoid application of the excise tax to severance due
a
“key employee” under the terms of an employment agreement such as yours is to
defer payment for six (6) months after separation from employment. Accordingly,
the Compensation and Benefits Committee of NBT Bancorp Inc. has determined
that
in the event that you become entitled to severance payments under your
Employment Agreement and/or Severance Agreement, it will defer commencement
of
those payments until six (6) months after your relationship with NBT Bancorp
Inc. ends. In all other respects, both your Employment Agreement and your
Severance Agreement shall remain in full force and effect.
In
accordance with section 10 of the Employment Agreement and section 10 of the
Severance Agreement, please sign the acknowledgement and agreement set forth
below and return one original to me. The other original is for your
files.
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Very
truly yours,
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By:
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/S/
Xxxxxxx X. Xxxxxxx
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Xxxxxxx
X. Xxxxxxx
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Senior
Executive Vice President
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and
Chief Financial Officer
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Acknowledged
and Agreed to:
/S/
Xxxxx
X. Xxxxxxxx
Xxxxx
X.
Xxxxxxxx
Chairman
and Chief Executive Officer
Date:
December 19, 2005
