November 19, 2006 Kevin Condron, Curtis M. Scribner TD Banknorth Inc. P.O. Box 9540 2 Portland Square Portland, ME 04112-9540 Re: Retention Agreement Dear Kevin and Curtis:
Exhibit 10.3
November 19, 2006
Xxxxx Xxxxxxx, Xxxxxx X. Xxxxxxxx
TD Banknorth Inc.
X.X. Xxx 0000
0 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
TD Banknorth Inc.
X.X. Xxx 0000
0 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Dear Xxxxx and Xxxxxx:
As requested by The Toronto-Dominion Bank (“TD”) and TD Banknorth Inc., I hereby acknowledge
and agree that neither the execution of the Agreement and Plan of Merger dated as of November 19,
2006 among TD Banknorth Inc., TD and Bonn Merger Co. (the “Merger Agreement”), nor the consummation
of the transactions contemplated by the Merger Agreement (the “Merger”), together with any changes
in job duties, status, or reporting responsibilities that are directly attributable to the Merger,
TD Banknorth Inc. common stock no longer being registered under the Securities Exchange Act of
1934, as amended, or listed on a national securities exchange, or the reality that TD Banknorth
Inc. will become a wholly owned subsidiary, will constitute a “Good Reason” or a “Change in
Control” (or similar terms), as such terms are defined in my Retention Agreement with TD Banknorth
Inc. dated August 25, 2004, as amended or in any compensation plans in which I participate (and
that such agreements and arrangements will be hereby deemed modified to effect the foregoing).
Sincerely, | ||
/s/ Xxxxxxx X. Xxxxx | ||
Xxxxxxx X. Xxxxx |
Accepted and Agreed by TD Banknorth Inc.
By:
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/s/ Xxxxxxx X. Xxxx
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Title: Chairman & CEO |