THIRD AMENDMENT TO DRAFT
AMENDED AND RESTATED EMPLOYMENT CONTRACT 3/14/97
THIS AGREEMENT is made as of the ____ day of ________________, 1997,
between CARROLLTON FEDERAL BANK, FSB ("Bank") and XXXX X. XXXXXXXX ("Employee").
W I T N E S S E T H:
WHEREAS, the parties entered into an Amended and Restated Employment
Contract, made as of the 1st day of September, 1994, as amended by First
Amendment thereto dated as of the 1st day of September, 1995, and by the Second
Amendment thereto dated as of the 1st day of September, 1996, which employment
contract and First and Second Amendment are by reference incorporated herein
(the "Employment Contract"); and
WHEREAS, the Employment Contract currently runs through August 31, 1999,
subject to certain extensions upon written notice to the Employee and written
acceptance by the Employee; and
WHEREAS, the Bank now desires to have the Employment Contract's three-year
term renew annually unless written notice is provided by either party indicating
to the contrary; and
WHEREAS, Article 3.07 of the Employment Contract provides that the Employee
shall receive a payment equal to the greater of the remaining balance of his
Employment Contract or 2.99 times his average compensation over the five (5)
years preceding said termination in the event of voluntary or involuntary
employment termination; and
WHEREAS, the Board of Directors of the Bank have agreed to provide the
Employee with a severance amount equal to 2.99 times his average compensation
(as explained above), subject to the conditions set forth herein; and
WHEREAS, the parties wish to document their intention and agreement that
the term of the Employment Contract be changed as stated above;
NOW, THEREFORE, in consideration of the premises and the mutual benefits
flowing to the parties by virtue of the modification of the contract, the
parties do agree as follows:
1. By deleting Article 1.02 of the Employment Contract and substituting
therefor the following:
"1.02 Extension of Term. The three-year term of the Agreement shall
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be automatically renewed each September 1st (the `Renewal Date'), unless
either party shall notify the other party in writing within ninety (90)
days before a Renewal Date of that party's intent that the renewal shall
not take place. In the event such a timely notice is provided, the term of
this Agreement shall expire
on the third anniversary of the Renewal Date immediately following the date
the written notice was provided pursuant to this Article 1.02, unless the
Agreement is terminated earlier pursuant to any other applicable provision
of this Agreement."
2. By deleting the second sentence of Article 3.07 and substituting
therefor the following:
"If termination, voluntary or involuntary, demotion or change of place of
employment, follows a change in control of the Bank as defined in this
paragraph, the Employee or, in the event of his death, his beneficiaries,
shall be entitled to a payment equal to 2.99 times his average annual
compensation over the five (5) years preceding termination."
3. The Employment Contract shall otherwise continue in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Third Amendment to the
Employment Contract under seal as of the year and date first above written.
CARROLLTON FEDERAL BANK, FSB
By: _______________________________(SEAL)
T. XXXXXX XXXXXX, Chairman
_______________________________(SEAL)
XXXX X. XXXXXXXX
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