EXHIBIT 10.21
FIRST AMENDMENT
TO
CHANGE IN CONTROL AGREEMENT
THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT is made as of
January 1, 1999, by and among ESSEX BANCORP, INC. (`Bancorp") and XXXX
XxXXXXXXX, ("Employee").
WITNESSETH:
WHEREAS, Bancorp entered into a Change in Control Agreement with
Employee dated as of January 1, 1998 (the "Agreement"); and
WHEREAS, Bancorp and Employee desire to amend the Change in Control
Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth therein, and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, Bancorp and Employee agree as follows:
1. The first sentence of Section 1(a) in the Agreement is amended to
delete the figure of "one hundred and fifty percent (150%)" and to substitute in
lieu thereof the figure "two hundred percent (200%)" effective January 1, 1999.
2. The last sentence of Section 1(a) of the Agreement is amended to
read in its entirety as follows:
Any provision herein to the contrary notwithstanding, no
Change in Control shall be deemed to occur as a result of :
(1) any transaction prior to January 1, 1999; (2) any
purchase, transfer or other disposition of the Series B and
Series C preferred shares of Bancorp; (3) any exercise,
conversion, transfer of warrants or options of Bancorp which
were issued prior to 1996 (and any such exercise, conversion
or transfer shall be disregarded in determining whether a
Change in Control has occurred); and/or (4) any issuance by
Bancorp of additional shares or other securities on or after
January 1, 1999.
3. Except as provided above, the Agreement is hereby ratified and
continued in all respects.
ESSEX BANCORP, INC.
By: /s/ Xxxx X. Xxxx
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Its: President
/s/ XXXX XxXXXXXXX
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