AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
AND
CHANGE IN CONTROL AGREEMENT
Dated as of March 1, 1999
THIS AMENDMENT NO. 1 to the Employment Agreement made the 1st day of March,
1996, by and among Summit Bancorp, a New Jersey corporation (the "Company"), and
Xxxxxx X. Xxx (the "Executive") ("Employment Agreement") and the Agreement dated
as of September 1, 1995 between The Summit Bancorporation, a New Jersey
Corporation, and Xxxxxx X. Xxx ("Change in Control Agreement"), assumed by
Summit Bancorp, successor by merger to The Summit Bancorporation, on March 1,
1996.
WHEREAS, the Company has designated Executive for participation in the
Summit Executive Severance Plan ("Executive Severance Plan") by Participation
Letter dated as of October 15, 1997 and executed a Termination Agreement
("Termination Agreement") with Executive dated as of October 15, 1997; and
WHEREAS, the Executive Severance Plan and Termination Agreement provide
termination benefits to Executive in the event of the termination of his
employment with Company and all its affiliates and subsidiaries; and
WHEREAS, the Executive Severance Plan and Termination Agreement include
within their terms that they supersede all prior participation letters and
understandings and agreements with respect to the Company's severance
obligations and any similar payments to the Executive due upon termination of
employment other than those specifically provided for in any employment contract
between the Company and the Executive;
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and in order to clarify the applicability of the Employment
Agreement, the Change in Control Agreement, the Executive Severance Plan and the
Termination Agreement to the Executive and to eliminate any question regarding
conflicting or overlapping severance benefits, the Company and the Executive
hereby agree as follows:
1. Sections 1, 10, and 12 of the Employment Agreement shall remain in full
force and effect.
2. Only the first sentence of Section 2 of the Employment Agreement shall
remain in full force and effect.
3. Section 6 of the Employment Agreement, with the deletion of the words
"pursuant to Sections 4 and 5" shall remain in full force and effect.
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4. Section 11 of the Employment Agreement, with the deletion of the first
sentence, shall remain in full force and effect.
5. Except as provided in Sections 1, 2, 3, and 4 of this Amendment No. 1,
all provisions of the Employment Agreement shall be null and void as of the date
of this Amendment No. 1.
6. All provisions of the Change in Control Agreement shall be null and void
as of the date of this Amendment No. 1.
7. All provisions of the Severance Plan and the Termination Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date set forth above.
SUMMIT BANCORP. EXECUTIVE
By: /s/ T. Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxx
----------------------------- -----------------------------
T. Xxxxxx Xxxxxx Xxxxxx X. Xxx
Chairman of the Board
and Chief Executive Officer
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