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AMENDMENT NO. 1 TO SEVERANCE AGREEMENT DATED AS OF
DECEMBER 19, 2000 BETWEEN WILMINGTON TRUST COMPANY AND
XXXX X. XXXXXX
EXHIBIT 10.26
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AMENDMENT NO. 1 TO SEVERANCE AGREEMENT
THIS AMENDMENT NO. 1 TO SEVERANCE AGREEMENT is dated as of December 19,
2000 between WILMINGTON TRUST COMPANY, a Delaware-chartered bank and trust
company (the "Bank"), and XXXX X. XXXXXX ("Employee").
BACKGROUND
A. Bank and Employee are parties to a certain Severance Agreement dated
as of July 18, 1996 (the "Severance Agreement").
B. Bank and Employee desire to amend certain provisions of the
Severance Agreement.
NOW, THEREFORE, in consideration of the foregoing, and the mutual
covenants contained herein, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Amendment
a. Subparagraph 5(a). Subparagraph 5(a) of the Severance Agreement
hereby is amended and restated to read in its entirety as follows:
"a. Compensation.
(1) Bank shall pay Employee within ten days after the
termination of her employment a lump sum payment equal to the aggregate of 100%
of the future Monthly Compensation Employee would have received if she had
continued in Bank's employ until 36 months after the termination of her
employment, discounted to present value at a discount rate equal to the per
annum rate offered on that termination date (or the next preceding date on which
that rate is published) on U.S. Treasury bills with maturities of one and
one-half years.
(2) For purposes hereof, the term "Monthly Compensation"
means:
(a) The gross salary and wages paid or payable to Employee by
Bank for the month preceding the termination of his or her employment and which
is reportable on Form W-2 or any substitute therefor (unless a reduction in
Employee's base salary preceded Employee's resignation or retirement for Good
Reason, in which case in determining Monthly Compensation Bank shall use
Employee's highest base salary in effect during the twelve-month period before
the termination of his or her employment);
(b) Plus one-twelfth of amounts paid or payable by Bank to
Employee in respect of all bonuses and incentive payments for Bank's most
recently completed fiscal year (including, without limitation, Bank's Executive
Incentive Plan and Profit-Sharing Bonus Plan);
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(c) Reduced by (i) any amounts imputed under the Internal
Revenue Code of 1986, as amended (the "Code"), and regulations issued pursuant
thereto and (ii) amounts attributable to moving and travel expenses and tuition
payments.
For purposes hereof, income Employee realizes from the
exercise of stock options and vacation time that has accrued but not been taken
shall not be considered in determining "Monthly Compensation.""
b. Subparagraph 5(b). Subparagraph 5(b) of the Severance
Agreement hereby is amended and restated to read in its entirety as follows:
"b. Benefits. For three years after the termination of
Employee's employment, at Bank's expense, Employee shall participate in and be
covered by all health, medical, life and disability plans, programs, policies
and arrangements of Bank applicable to employees, whether funded or unfunded;
provided, however, that, if any administrator or insurance carrier contests
Employee's participation in or coverage under that plan, program, policy or
arrangement, then in respect of insurance arrangements, Bank shall, at its own
cost or expense, cause equivalent insurance coverage to be provided and, in
respect of arrangements other than insurance, make cash payments to Employee in
an amount equal to the amount which would have been contributed by Bank with
respect to Employee at the times those amounts would have been contributed; and
provided further that, to the extent Bank has an obligation to provide
continuation coverage under Section 4980(B)(f) of the Code, the period for which
benefits are provided under this Subparagraph 5(b) constitutes a portion of that
continuation coverage. Notwithstanding the foregoing, any payments made to
Employee pursuant hereto, or otherwise, are subject to and conditioned upon
their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated
thereunder."
2. No Other Amendment. Except as expressly modified hereby,
the Severance Agreement remains unchanged and in full force and effect.
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IN WITNESS WHEREOF, Bank has executed this Amendment No. 1 to Severance
Agreement and caused its seal to be affixed hereto by its officers thereunto
duly authorized and Employee has signed this Amendment No. 1, all as of the date
first written above.
ATTEST: WILMINGTON TRUST COMPANY
/s/ Xxxxxx X. Xxxxxxxxxxx /s/ Xxxxxxx X. XxXxxxxxxx
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[Assistant] Secretary (Authorized Officer)
WITNESS: EMPLOYEE:
/s/ Xxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Address: 0000 Xxxxxx Xxxxxx
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Xxxxxxxxxx, XX 00000
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