EXHIBIT 10.7-H
AMENDMENT TO CHANGE IN CONTROL AGREEMENT BETWEEN
STANDARD FINANCIAL MORTGAGE CORPORATION
AND XXXXXX X. XXXXXXX, III
Standard Financial Mortgage Corporation ("SFMC"),
Standard Financial, Inc. ("Holding Company") and Xxxxxx
X. Xxxxxxx, III ("Executive") executed a certain Change
in Control Agreement (the "Agreement"), effective July
28, 1995, wherein they reserved the right to modify or
amend said Agreement in writing at any time in whole or
in part.
WHEREAS, Holding Company and SFMC are desirous of
amending the Agreement in certain respects and retaining
the services of Executive; and
WHEREAS, Executive is willing to accept such
amendments and to continue to serve in the employ of
Holding Company and SFMC.
NOW, THEREFORE, in consideration of Holding Company
and SFMC continuing to retain the services of Executive
and for Executive continuing to serve in the employ of
Holding Company and SFMC and for other good and valuable
consideration, the parties hereto agree to amend said
Agreement effective July 1, 1996, as follows:
1. Section 2.4 is hereby amended to read as
follows:
"2.4 Payment Adjustment. If the independent
accountants acting as auditors for SFMC on the date of a
Change in Control (or another accounting firm designated
by the parties) determine, in consultation with legal
counsel acceptable to the parties, that any amount
payable to Executive by SFMC under this Agreement, or any
other plan or agreement under which Executive
participates or is a party, would constitute an "excess
parachute payment" within the meaning of Section 280G of
the Code, and any regulations thereunder, and be subject
to the "excise tax" imposed by Section 4999 of the Code,
SFMC shall pay to Executive the amount of such excise tax
and all federal and state income or other taxes with
respect to the payment of the amount of such excise tax,
including all such taxes with respect to any such
additional amount. If at a later date, the Internal
Revenue Service assesses a deficiency against Executive
for the excise tax which is greater than that which was
determined at the time such amounts were paid, if any,
SFMC shall pay to Executive the amount of such excise tax
plus any interest, penalties and professional fees or
expenses, incurred by Executive as a result of such
assessment, including all such taxes with respect to any
such additional amount. The highest marginal tax rate
applicable to individuals at the time of payment of such
amounts will be used for purposes of determining the
federal and state income and other taxes with respect
thereto. SFMC shall withhold from any amounts paid under
this Agreement the amount of any excise tax or other
federal, state or local taxes then required to be
withheld. Computations of the amount of any supplemental
compensation paid under this Section 2.4 shall be made by
the independent public accountants then regularly
retained by SFMC, in consultation with legal counsel
acceptable to the parties. SFMC shall pay all accountant
and legal counsel fees and expenses."
In all other respects, Holding Company, SFMC and
Executive hereby confirm the Agreement, as herein
amended, reserving to Holding Company, SFMC and Executive
the joint right further to amend or revoke, in whole or
in part, the Agreement and this amendment thereto.
IN WITNESS WHEREOF, Holding Company, SFMC and
Executive have signed this amendment this ______ day of
______________________, 1996.
STANDARD FINANCIAL MORTGAGE CORPORATION
By: _________________________________
Title:_______________________________
STANDARD FINANCIAL, INC.
By:__________________________________
Title:_______________________________
XXXXXX X. XXXXXXX, III
By: _________________________________
Title: ______________________________
