EXHIBIT 10
AMENDMENT NO. 1 TO THE
EXECUTIVE EMPLOYMENT AGREEMENT ("AGREEMENT")
DATED OCTOBER 1, 2001
AMONG
COMM BANCORP, INC. ("COMM BANCORP"), COMMUNITY
BANK AND TRUST COMPANY ("BANK") AND
XXXXXXX X. XXXXX ("EXECUTIVE")
WHEREAS, Comm Bancorp, Bank and Executive have determined to amend the
Agreement to reflect the current duties and responsibilities of Executive and
revise the compensation for services rendered by Executive pursuant to the
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein and in the Agreement, the parties
hereto agree, intending to be legally bound thereby, as follows:
1. Section 2 of the Agreement is amended to read in full as follows:
2. Position and Duties. The Executive: shall serve as the Senior Vice
President and Chief Credit Officer of Comm Bancorp and the Bank and
report only to the respective Boards of Directors and President/Chief
Executive Officer of Comm Bancorp and the Bank; shall have supervision
and control over, and responsibility for, the general operation of the
credit administration department, retail lending department, commercial
lending department, loan administration department, and general senior
executive oversight of Comm Bancorp and the Bank; and shall have such
other powers and duties as may, from time to time, be prescribed by the
respective Boards of Directors and President/Chief Executive Officer of
Comm Bancorp and the Bank; provided, that such duties and
responsibilities are consistent with the Executive's position as Senior
Vice President and Chief Credit Officer in charge of the general
management of the credit-related operations of Comm Bancorp and the
Bank.
3. Subsection 4.A.1 of the Agreement is amended to read in full as
follows:
1. Annual Direct Salary. As compensation for services pursuant to this
Agreement, the Executive shall be entitled to receive an annual salary
of $130,000.00. The annual salary shall be in an amount that is at
least $10,000.00 above the annual salary of an employee who is under
the direct supervision and control of the Executive. The annual salary
shall be paid to the Executive in
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substantially equal biweekly installments or such other more frequent
intervals as may be determined by the applicable Board of Directors as
payroll policy for senior executive officers. The applicable Board of
Directors shall review Executive's annual salary prior to the
commencement of each calendar year and shall adjust the annual salary
based on performance, but any increase shall be no less than the latest
annual Northeastern Pennsylvania Domestic Consumer Price Index
percentage rate. The adjusted annual salary shall be communicated to
the Executive on or before February 28th of each year and shall be
effective as of January 1st of each year. In no event, shall the annual
salary be decreased.
4. Subsection 4.B of the Agreement is amended to read in full as follows:
B. Incentive Compensation. The Executive shall not participate in the
Executive Bonus Plan as described in Exhibit A. The Executive shall
receive an annual bonus equal to or greater than any bonus awarded to
any other employee, except for the Chief Financial Officer and the
Chief Executive Officer. Any bonus to be awarded to the Executive
shall, at a minimum, be in the amount of $5,000.
5. This Amendment No. 1 to the Agreement shall take effect on the 19th day
of November, 2003.
6. All other terms, provisions and exhibits contained in, or attached to,
the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, Comm Bancorp, Bank and Executive have executed this
Amendment No. 1 to the Agreement, by their duly authorized officers as to Comm
Bancorp and Bank.
Attest: COMM BANCORP, INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------- ---------------------------------------
Xxxx X. Xxxxxx, Secretary Xxxxxxx X. Xxxxxx, Xx., Chairman,
President and Chief Executive Officer
Attest: COMMUNITY BANK AND TRUST COMPANY
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------- ---------------------------------------
Xxxx X. Xxxxxx, Secretary Xxxxxxx X. Xxxxxx, Xx., Chairman,
President and Chief Executive Officer
Witness:
/s/ Xxxx Xxx Xxxxx /s/ Xxxxxxx X. Xxxxx
-------------------------------- ---------------------------------------
Signature Xxxxxxx X. Xxxxx
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