Exhibit 10(oo)
AMENDMENT TO
EMPLOYMENT AGREEMENT
DATED APRIL 3, 1995,
BETWEEN M&I AND MR. X.X. XXXXX
AMENDMENT TO EMPLOYMENT AGREEMENT
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THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of the 3rd day of
April, 1995, by and between XXXXXXXX & ILSLEY CORPORATION (the "Company") and
XXXXXX X. XXXXX (the "Executive") (herein collectively referred to as "the
parties")
W I T N E S S E T H:
WHEREAS, the Company and the Executive have entered into an Employment
Agreement dated as of the 5th day of November, 1990 (the "Employment
Agreement"); and
WHEREAS, the parties wish to amend the Employment Agreement.
NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:
1. The following Section 22 is hereby added to the Employment Agreement.
"22. Limitation on Payments.
(a) Notwithstanding anything contained herein to the contrary, prior
to the payment of any amounts pursuant to Section 6(a) hereof, an
independent national accounting firm designated by the Company (the
"Accounting Firm") shall compute whether there would be any "excess
parachute payments" payable to the Executive, within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the "Code"), taking
into account the total "parachute payments," within the meaning of Section
280G of the Code, payable to the Executive by the Company or any successor
thereto under this Agreement and any other plan, agreement or otherwise.
If there would be any excess parachute payments, the Accounting Firm will
compute the net after-tax proceeds to the Executive, taking into account
the excise tax imposed by Section 4999 of the Code, if (i) the payments
hereunder were reduced, but not below zero, such that the total parachute
payments payable to the Executive would not exceed three (3) times the
"base amount" as defined in Section 280G of the Code, less One Dollar
($1.00), or (ii) the payments hereunder were not reduced. If reducing the
payments hereunder would result in a greater after-tax amount to the
Executive, such lesser amount shall be paid to the Executive. If not
reducing the payments hereunder would result in a greater after-tax amount
to the Executive, such payments shall not be reduced. The determination by
the Accounting Firm shall be binding upon the Company and the Executive
subject to the application of Section 22(b) hereof.
(b) As a result of the uncertainty in the application of Sections
280G of the Code, it is possible that excess parachute payments will be
paid when such payment would result in a lesser after-tax amount to the
Executive; this is not the intent hereof. In such cases, the payment of
any excess parachute payments will be void ab initio as regards any such
excess. Any excess will be treated as a loan by the Company to the
Executive. The
Executive will return the excess to the Company, within fifteen (15)
business days of any determination by the Accounting Firm that excess
parachute payments have been paid when not so intended, with interest at an
annual rate equal to the rate provided in Section 1274(d) of the Code (or
120% of such rate if the Accounting Firm determines that such rate is
necessary to avoid an excise tax under Section 4999 of the Code) from the
date the Executive received the excess until it is repaid to the Company.
(c) All fees, costs and expenses (including, but not limited to, the
cost of retaining experts) of the Accounting Firm shall be borne by the
Company and the Company shall pay such fees, costs and expenses as they
become due. In performing the computations required hereunder, the
Accounting Firm shall assume that taxes will be paid for state and federal
purposes at the highest possible marginal tax rates which could be
applicable to the Executive in the year of receipt of the payments, unless
the Executive agrees otherwise."
2. The Employment Agreement, as amended hereby, shall remain in full force
and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to Employment
Agreement to be executed by its duly authorized officer and the Executive has
executed this Amendment as of the day and year first above written.
XXXXXXXX & ILSLEY CORPORATION:
ATTEST:
By: /s/ X.X. Xxxxxxx
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/s/ M.A. Xxxxxxxx X.X. Xxxxxxx, Senior Vice President
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M.A. Xxxxxxxx, Secretary
EXECUTIVE:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Address:
00000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
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