FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
EXHIBIT
10.3
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 XXXXXXXXX XXXX (the “Executive”).
RECITALS:
WHEREAS,
Employer and Executive are parties to an executive employment agreement dated
October 26, 2006 (the “Employment Agreement”);
WHEREAS,
certain provisions regarding the payment of benefits to the Executive upon
the
termination of his employment under the Employment Agreement are subject to
the
requirements of Internal Revenue Code Section 409A; and
WHEREAS,
Employer and Executive now desire to amend the Employment Agreement in order
to
comply with Code Section 409A as set forth below:
1. Separation
From Service. An additional sentence shall be inserted into
Section 5 the Employment Agreement after the first sentence of such Section
5 to
read:
“Except
upon the death of Executive, a termination of employment under this Agreement
shall only occur to the extent Executive has a “separation from service” from
Employer in accordance with Section 409A of the Code.”
2. Disability. The
second, third and fourth sentences of Section 5(i) of the Employment Agreement
are hereby deleted and replaced with the following language:
“As
used
in this Agreement, “disability” means the Executive(1) is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can
be
expected to last for a continuous period of not less than 12 months, or (2)
is,
by reason of any medically determinable physical or mental impairment which
can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for
a
period of not less than 3 months under an accident and health plan covering
employees of the Employer.”
3. Payment
Benefits of Benefits Upon Certain Terminations Following a Change in
Control. The second sentence of Section 5(vi)(a) of the
Employment Agreement is hereby deleted and replaced with the following
language:
“If
termination follows a “change in control” under Section 5(iv)(b), Executive
shall receive the payments specified in the immediatelypreceding sentence in
a
lump sum without any discount, payable within thirty (30) days following the
date of termination, subject to the limitations set forth in Section 5(vi)(c)
and Section 6 below.”
4. Delay
of Payments if Required by Section 409A. A new Section 5(vi)(c)
shall be inserted into the Employment Agreement, to read:
“If
Executive is a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Code, any payments under Sections 5(vi)(a) above due
Executive within the six (6) month period following Executive’s Termination Date
will be delayed until the date that is six (6) months following the Termination
Date, at which point any such delayed payments will be paid to Executive in
a
lump sum.”
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/
Xxxxxxxxx
Xxxx
Xxxxxxxxx
Xxxx
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