FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.2
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as
of the 30th day of September 2008, by and between SOVEREIGN BANCORP, INC., a
Pennsylvania corporation (“SBI”), and XXXX X. XXXXXXX, an individual (the “Executive”).
WHEREAS, the Executive and SBI entered into an employment agreement dated as of March 3, 2008,
as the same may have been amended from time to time (the “Employment Agreement”); and
WHEREAS, SBI and the Executive have agreed to amend certain provisions of the Employment
Agreement in accordance with Section 12 of the Employment Agreement and the terms of this
Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and
for other good and valuable consideration, SBI and the Executive agree to the following amendments
to the Employment Agreement:
| 1. | The effective date of this Amendment shall be the date first written above. |
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| 2. | The second recital is hereby amended in its entirety as follows: |
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“WHEREAS, SBI and the Executive desire to enter into an agreement regarding, among
other things, the employment of the Executive by SBI, as Interim Chief Executive
Officer (“Interim CEO”), Interim President, and Chief Financial Officer
(“CFO”) of SBI reporting to the Board of Directors of SBI (the “SBI
Board”).” |
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| 3. | Section 2 (Duties of Employee) is hereby amended in its entirety as
follows: |
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“2. Duties of Employee. The Executive shall perform and discharge such
duties as may be reasonably assigned by the SBI Board to the Executive from time to
time as the Interim CEO, Interim President, and CFO of SBI. The Company shall also
cause the Executive to be appointed to the office of Interim Chief Executive Officer
of Sovereign Bank, a Federal Savings Bank and wholly-owned subsidiary of SBI, unless
otherwise precluded by a governing bank or regulatory authority. The Executive’s
duties shall be consistent with his title and shall not be unreasonably or
materially changed, considering his role in the Company. The Executive shall devote
his full business time to the business of SBI and shall not, during the Employment
Period (as defined in Section 3), be employed or involved in any other business
activity. However, this Section 2 shall not preclude the Executive from devoting
reasonable periods required for participating in professional, educational,
philanthropic, or community activities or managing his personal investments or other
personal business. The Executive shall be permitted to serve on the boards of
directors of other corporations and organization, subject
to prior written approval of the Board. The Executive shall have the title of
Interim CEO, Interim President, and CFO of SBI, reporting directly to the SBI
Board.” |
[Signatures
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| 4. | The introductory clause to the first sentence of Section 3 (Term of
Employment) is hereby amended in its entirety as follows: |
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“3. Term of Employment. The Executive’s employment under this Agreement
shall be for a period (the “Employment Period”) commencing on the date of
this Agreement and ending at 11:59 pm eastern standard time on January 3,
2009: unless Xx. Xxxx X.
Xxxxxxxx commences employment with the Company on an earlier date, or unless sooner
terminated in accordance with one of the following provisions:” |
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| 5. | Section 4(a) (Salary) is hereby amended in its entirety as follows: |
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“(a) Salary. SBI shall pay the Executive a salary, during the Employment
Period, at an rate of seven hundred thousand dollars ($700,000) per annum, payable
bi-weekly (or in such manner as other senior bank executive officers are paid). The
Executive’s salary for the purposes of short term incentive plans applicable with
respect to 2008 and payable in 2009 shall be $550,000, which represents the salary
paid to the Executive during the 2008 calendar year taking into account the
increased salary under this Section 4(a).” |
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| 6. | Capitalized terms not otherwise defined in this Amendment shall have the
meanings set forth in the Employment Agreement. |
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| 7. | Except as expressly amended by this Amendment, all other terms and provisions
of the Employment Agreement (as supplemented by the offer of employment letter dated
February 20, 2008 regarding, among other matters, recommended level of participation in
the normal long-term incentive program with respect to service in 2008), including any
prior amendments thereto, shall remain unaltered and shall continue in full force and
effect. |
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| 8. | This Amendment may be executed in counterparts, each of which shall be deemed
an original and both of which shall constitute one and the same document, with the same
effect as if all parties had signed on the same page. |
[Signatures on following page]
[Signatures
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IN WITNESS WHEREOF, SBI and the Executive have duly executed and delivered this Agreement as
of the day and year first above written.
| SOVEREIGN BANCORP, INC. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| EXECUTIVE |
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| Xxxx X. Xxxxxxx | ||||
[Signatures
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