Exhibit 10.1
FORM OF
AMENDMENT TO
FIRST AMENDED & RESTATED
EXECUTIVE CHANGE IN CONTROL AGREEMENT
NOT TO BE CONSTRUED AS AN EMPLOYMENT AGREEMENT
THE FIRST NATIONAL BANK OF LITCHFIELD
FIRST LITCHFIELD FINANCIAL CORPORATION
00 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxx
WHEREAS, The First National Bank of Litchfield (the "Bank") and its
parent bank holding company, First Litchfield Financial Corporation (the
"Holding Company"), wish to continue to employ _____________ ("Employee"),
__________________________, as _________________________ of the Bank.
WHEREAS, the Bank and the Holding Company expect that Employee's
contributions and knowledge will continue to be of significant benefit to the
future growth and success of the Bank;
WHEREAS, the Boards of Directors of the Bank and the Holding Company
recognize that a change in control of the Bank and/or the Holding Company may
occur and that the threat of such change in control may create uncertainty and
may result in the distraction or departure of key personnel to the detriment of
the Bank and Holding Company and their stockholders;
WHEREAS, the Boards have determined that appropriate steps should be
taken to reinforce and encourage the continued dedication of members of the
Bank's management, including Employee, to their assigned duties in the face of
potential circumstances involving the possibility of such a change in control;
WHEREAS, the Bank, the Holding Company and the Employee have previously
entered a First Amended and Restated Executive Change in Control Agreement dated
as of May 29, 2008 (the "Agreement");
WHEREAS, the Holding Company has participated in the Capital Purchase
Program of the Troubled Assets Relief Program ("TARP") of the United States
Department of the Treasury (the "Treasury");
WHEREAS, the American Recovery and Reinvestment Act of 2009 (the "2009
Act") amended Section 111 of the Emergency Economic Stabilization Act of 2008
(the "2008 Act") to provide that any "TARP recipient [is prohibited from] making
any golden parachute payment to [specified] officer[s] and ... employees of the
TARP recipient during the period in which any obligation arising from financial
assistance provided under the TARP remains outstanding";
WHEREAS, any payment under the Agreement could be a "golden parachute
payment" as defined in Section 111 of the 2009 Act;
4
WHEREAS, the Executive may presently be or in the future may be an
officer or employee to whom a golden parachute payment may be prohibited under
the 2009 Act; and
WHEREAS, the Holding Company and the Bank and the Executive agree that
is in the best interests of the Holding Company and the Bank for the Corporation
to be in compliance with Section 111 of the 2009 Act.
NOW THEREFORE, to further the above recited corporate objectives, and
for other good and valuable consideration, the receipt and adequacy of which
each party hereby acknowledges, the Bank and the Executive agree to add Section
14 to the Agreement as follows:
14. Compliance with Compensation Standards. Notwithstanding any
provision in the Agreement to the contrary, no payment shall be made pursuant to
Section 4 of the Agreement or benefit provided pursuant to Section 5 of the
Agreement which, if made or provided, as the case may be, would violate
applicable provisions of the 2008 Act, the 2009 Act or compensation standards or
regulations enacted by the Treasury pursuant thereto. For purposes of the
Agreement, the Executive shall be deemed to be a person subject to Section 111
of the 2009 Act.
[Signatures on next page.]
5
Agreed to this _____ day of _________, 2009, by and among Employee, The
First National Bank of Litchfield, and First Litchfield Financial Corporation.
THE FIRST NATIONAL BANK OF LITCHFIELD
------------------------------
By: Xxxxxx X. Xxxxx
Its: President and CEO
Duly Authorized
FIRST LITCHFIELD FINANCIAL CORPORATION
------------------------------
By: Xxxxxx X. Xxxxx
Its: President and CEO
Duly Authorized
EMPLOYEE
Signature:
--------------------------
6
STATE OF CONNECTICUT )
) ss: Litchfield
COUNTY OF LITCHFIELD )
On this the __th day of __________, 2009, before me, the undersigned,
personally appeared Xxxxxx X. Xxxxx, who acknowledged himself to be the
President and CEO of THE FIRST NATIONAL BANK OF LITCHFIELD and FIRST LITCHFIELD
FINANCIAL CORPORATION, and that he/she as such President and CEO, being
authorized so to do, executed the foregoing instrument for the purposes therein
contained by signing his name.
In Witness Whereof, I hereunto set my hand.
------------------------------
Notary Public
My Commission Expires: _______
STATE OF CONNECTICUT )
) ss.: Litchfield
COUNTY OF LITCHFIELD )
On this the __th day of ______, 2009, before me, the undersigned
officer, personally appeared, __________________, known to me or satisfactorily
proven to be the person signing the foregoing document and acknowledged that he
executed the same for the purposes therein contained as his free act and deed.
In Witness Whereof, I hereunto set my hand.
------------------------------
Notary Public
My Commission Expires: _______
7
