FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
EXHIBIT
10.5
FIRST
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS
FIRST AMENDMENT is made and entered into this 29th day of June, 2007 by and
between MERCHANTS AND MANUFACTURERS BANCORPORATION, INC. a Wisconsin corporation
(“Employer”) and XXXXXXX X. XXXXXXXXX (the “Employee”).
RECITALS:
WHEREAS,
Employer and Employee are parties to an executive employment agreement dated
February 9, 2004 (the “Employment Agreement”);
WHEREAS,
the payment of benefits to the Employee upon certain terminations of his
employment under the Employment Agreement may be subject to the requirements
of
Internal Revenue Code Section 409A; and
WHEREAS,
Employer and Executive desire to amend the Employment Agreement to clarify
that
the payment of benefits upon a termination of employment shall qualify as
“separation pay” that is exempt from Code Section 409A as set forth
below:
1. Termination
of Employee Without Cause. The last sentence of Section 5(iv) of
the Employment Agreement shall be amended to provide that
“For
purposes of this paragraph, a voluntary termination of Employee’s employment
after a material dimunition of Employee’s duties by Employer shall be defined to
be a termination of Employee’s employment without Cause, provided that (i) the
Employee provides notice of such dimunition to the Employer within 90 days
of
the initial existence of the dimunition and (ii) the Employer fails to cure
the
dimunition within 30 days of the receipt of such notice from
Employee.”
Except
as
expressly amended herein, the Employment Agreement shall remain in full force
and effect.
IN
WITNESS WHEREOF, the undersigned have executed this First Amendment as of day,
month and year first referenced above.
EMPLOYER:
|
|
MERCHANTS
& MANUFACTURERS
|
BANCORPORATION,
INC.
By:
/s/
Xxxxxxx X.
Xxxxx
EXECUTIVE:
/s/
Xxxxxxx X.
Xxxxxxxxx
Xxxxxxx
X. Xxxxxxxxx
