EXHIBIT 10.2
FIRST AMENDMENT
TO THE AMENDED EMPLOYMENT AGREEMENT
BY AND AMONG FEDERAL TRUST CORPORATION,
FEDERAL TRUST BANK, AND
XXXXX X. XXXXXXXXXX
THIS AMENDMENT TO THE AMENDED EMPLOYMENT AGREEMENT is made and entered into
this 9th of February, 1999, by and between Federal Trust Corporation (the
"Company"), Federal Trust Bank (the "Bank"), and Xxxxx X. Xxxxxxxxxx (the
"Executive");
WHEREAS, the parties entered into that certain employment agreement, dated
December 18, 1998 (the "Agreement");
WHEREAS the parties mutually desire and deem it necessary to amend the
Agreement in certain respects;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment to Article 1. The parties hereby agree to delete Article 1
of the Agreement and replace it with the following, the underlined portions of
which reflect the changes from the hereby deleted Article 1:
ARTICLE 1. TERM OF EMPLOYMENT
The Company and the Bank hereby agree to employ Executive and Executive
hereby agrees to continue to serve the Company and the Bank, in
accordance with the terms and conditions set forth herein, for an
initial period of three years, commencing as of the Effective Date of
this Agreement, as indicated above. Upon each new day of the three year
period of employment from the Effective Date until the Executive's 65th
birthday, the term of this Agreement automatically shall be extended
for one additional day, to be added to the end of the then-existing
three year term. Accordingly, at all times prior to (I) the Executive's
attaining age 65 and (ii) a notice of employment termination (or an
actual termination), the term of this Agreement shall be three full
years. However, either party may terminate this Agreement by giving the
other party written notice of intent not to renew. Additionally, the
Board of the Bank and of the Company shall, on an annual basis, review
this Agreement and document their justification and approval in their
respective board minutes. The automatic extensions of the term of this
Agreement shall immediately be suspended upon termination of Executive
by reason of death, Disability (see Section 6.2), or Retirement (see
Section 6.1), or an employment termination made voluntarily by
Executive (other than for Good Reason pursuant to Section 6.7), or
involuntarily for Cause (pursuant to Section 6.5), or for any of the
reasons set out in Section 6.6. The provisions applicable to such
suspensions of the term of this Agreement are set forth in those
Sections pertaining to each of such types of employment termination.
In the event Executive gives notice of employment termination, the term
of this Agreement shall expire upon the ninetieth (90th) day following
the delivery to the Company and the Bank of such notice of employment
termination. Except as otherwise provided in the following paragraph
with respect to a voluntary termination for Good Reason (see Section
6.7), a voluntary employment termination by Executive shall result in
the termination of the rights and obligations of the parties under this
Agreement; provided, however, that the terms and provisions of Article
9 shall continue to apply.
In the event the Company and the Bank desire to involuntarily terminate
the employment of Executive (for purposes of this Agreement, a
voluntary employment termination by Executive for Good Reason shall be
treated as an involuntary termination of the Executive's employment
without Cause), the Company and the Bank shall each deliver to
Executive a notice of employment termination, and the following
provisions shall apply:
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(a) In the event the involuntary termination is for Cause
(see Section 6.5 herein), the term of this Agreement
shall terminate on the 90th day following delivery to
Executive of such notice of termination. Such a
termination for Cause shall result in the termination
of all rights and obligations of the parties under
this Agreement; provided, however, that the terms and
provisions of Article 9 shall continue to apply, and
Section 6.5 shall apply until payments required
thereunder have been made.
(b) In the event the involuntary termination is without
Cause, Executive shall be entitled to receive the
severance benefits set forth in Section 6.4 herein;
provided, however, that the terms and provisions of
Article 9 shall continue to apply and Section 6.4
shall apply until payments required thereunder have
been made.
2. Amendment to Article 6, Subsection 5. The parties hereby agree to
delete Article 6, Subsection 5, of the Agreement and replace it with the
following, the underlined portions of which reflect the changes from the hereby
deleted Article 6, Subsection 5:
6.5 TERMINATION FOR CAUSE. Nothing in this Agreement shall be construed
to prevent the Board of the Bank from terminating Executive's employment under
this Agreement for "Cause."
"Cause" shall be determined by the appropriate Board of Directors
(determined pursuant to the law of the venue where the conduct or
action in question was taken) in the exercise of good faith and
reasonable judgment; and shall include termination because of the
Executive 's personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure
to perform stated duties, willful violation of any law, rule, or
regulation (other than traffic violations or similar offenses) or final
cease- and-desist order, or material breach of any provision of the
contract. The Board, by majority vote, shall make the determination of
whether Cause exists, after providing the Executive with notice of the
reasons the Board believes Cause may exist, and after giving Executive
the opportunity to respond to the allegation that Cause exists. In the
event this Agreement is terminated by the Board for Cause, the Company
shall pay Executive his Base Salary through the effective date of the
employment termination and Executive shall immediately thereafter
forfeit all rights and benefits (other than vested benefits) he would
otherwise have been entitled to receive under this Agreement. The Bank
and Executive, thereafter, shall have no further obligations under this
Agreement provided, however, that the provisions of Article 9 shall
continue to apply.
IN WITNESS WHEREOF, Executive has executed, the Company (pursuant to a
resolution adopted at a duly constituted meeting of the Company's Board of
Directors) has executed this Agreement, and the Bank (pursuant to a resolution
adopted at a duly constituted meeting of the Bank's Board of Directors) has
executed this Agreement as of February 9, 1999.
FEDERAL TRUST CORPORATION EXECUTIVE:
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxxxxx
-------------------- -----------------------
Xxxxxx X. Xxxxxx, On Behalf of the Xxxxx X. Xxxxxxxxxx
Board of Directors
FEDERAL TRUST BANK
By:/s/Xxxxxx X. Xxxxxx
-------------------
Xxxxxx X. Xxxxxx, On Behalf of the
Board of Directors
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