Exhibit 10.8
PRESTIGE FINANCIAL CORP.
Second Addendum to
Executive Employment Agreement
WHEREAS, the Board of Directors of Prestige Financial Corp. (the "Company")
and Xxxxxx X. Xxxxxxx (the "Executive") entered into an Executive Employment
Agreement (the "Agreement") effective January 1, 1994; and
WHEREAS, said Agreement was modified, effective August 16, 1995, by an
Addendum to Executive Employment Agreement ("First Addendum"); and
WHEREAS, the Company and the Executive desire to modify said Agreement and
First Addendum in certain respects as set forth herein; and
WHEREAS, the Agreement provides for modification or amendment solely by an
instrument in writing signed by the parties.
NOW, THEREFORE, in consideration of the mutual covenants of the parties
herein contained, the parties hereto agree to modify said Agreement as follows:
1. Section 2. A of the Agreement shall be modified by striking said paragraph
and substituting therefor the following:
"A. TERM OF EMPLOYMENT. The period of Executive's employment under this
Agreement shall commence on January 1, 1998, and shall continue for a
period of four years thereafter or until the date of the Executive's
death, if earlier. This Agreement shall automatically be extended for
additional one-year periods without action by the parties beginning
January 1, 2002, and on January 1 of each year thereafter unless
either party serves written notice upon the other at least 90 days
prior to the January 1 renewal date of each succeeding year stating
such party's intention to terminate this Agreement."
2. Section "5-B(i)" of the Agreement shall be modified by substituting
"5-A(ii) for 5-A(i)" in the second line thereof
3. Section 3 of the Agreement shall be modified by adding sub-paragraph "H" to
the end thereof, which shall state as follows:
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"H EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT. The Company and the
Executive have entered into an Executive Supplemental Retirement Income
Agreement ("SERP") for the benefit of the Executive under which the Company
has promised to pay certain benefits to the Executive following his
termination of employment. The Company agrees to honor said SERP in
accordance with its terms, provided, however, that in the event of an
imminent Change in Control, as defined herein and/or in said SERP, pursuant
to which the Company has agreed to make a final lump sum contribution equal
to the present value of all remaining contributions to the Retirement
Income Trust Fund (as defined in the SERP), the Company agrees that such
contribution shall be made in such a manner as to minimize any potential
"excess parachute payment" as defined in Section 280G of the Internal
Revenue Code of 1986, as amended ("Code"). For example, in the event that
an imminent Change in Control shall occur in the immediately succeeding
calendar year pursuant to a definitive agreement executed or any other
action taken in a calendar year, then the Company shall make the final
contribution in the year immediately preceding the calendar year of the
Change in Control, i.e., in the year of the execution of said definitive
agreement or other action causing the imminent Change in Control".
4. The First Addendum to the Agreement shall be modified by adding new paragraph
12 to the end thereof which shall state as follows:
"12. Accelerated Vesting of SARs in the event of a Change in Control.
Notwithstanding anything herein to the contrary, in the event of an
imminent 100 percent Change in Control pursuant to paragraph 6 of the First
Addendum, or in the event of an imminent 30 percent change in control
pursuant to paragraph 7 of the First Addendum, the Company shall cause the
accelerated vesting of all or a portion (but not less than 30 percent) of
the SARs value to the Executive under the imminent Change in Control in
such a manner as to minimize any potential "excess parachute payment" as
defined in Section 280G of the Code. The remaining portion of the SAR's
value shall then be forfeited by the Executive. For example, in the event
that an imminent Change in Control shall occur in the immediately
succeeding calendar year pursuant to a definitive agreement executed or any
other action taken in a calendar year, then the Company may agree to
immediately bonus the Executive to the extent of 35% (with Executive then
forfeiting 65%) of the anticipated SAR's value attributable to the Change
in Control, in the year immediately preceding the calendar year of the
Change in Control, i.e., in the year of the execution of said definitive
agreement or other action causing the imminent Change in Control."
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5. This Second Addendum shall be effective as of the 1st day of January, 1998.
In all respects not inconsistent herewith, the Agreement and First Addendum
shall remain in full force and effect.
IN WITNESS WHEREOF, Prestige Financial Corp, has caused this Second
Addendum to be executed and its seal affixed here into by its officers thereunto
duly authorized, and the Executive has signed this Second Addendum, all as of
the 29th day of December 1997.
ATTEST: PRESTIGE FINANCIAL CORP.
Xxxxx X. XxXxxxx
/s/ [ILLEGIBLE] /s/ Xxxxx X. XxXxxxx
--------------------------- ------------------------------
Secretary Chairman of the Board
WITNESS: Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
--------------------------- ------------------------------
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PRESTIGE FINANCIAL CORP.
Second Addendum to
Executive Employment Agreement
WHEREAS, the Board of Directors of Prestige Financial Corp. (the "Company")
and Xxxxxx X. Xxxxxxxxx (the Executive") entered into an Executive Employment
Agreement (the "Agreement") effective January 1, 1994; and
WHEREAS, said Agreement was modified, effective August 16, 1995, by an
Addendum to Executive Employment Agreement ("First Addendum"); and
WHEREAS, the Company and the Executive desire to modify said Agreement and
First Addendum in certain respects as set forth herein; and
WHEREAS, the Agreement provides for modification or amendment solely by an
instrument in writing signed by the parties.
NOW, THEREFORE, in consideration of the mutual covenants of the parties
herein contained, the parties hereto agree to modify said Agreement as follows:
1. Section 2. A of the Agreement shall be modified by striking said paragraph
and substituting therefor the following:
"A. TERM OF EMPLOYMENT. The period of Executive's employment under this
Agreement shall commence on January 1, 1998, and shall continue for a
period of four years thereafter or until the date of the Executive's
death, if earlier. This Agreement shall automatically be extended for
additional one-year periods without action by the parties beginning
January 1, 2002, and on January 1 of each year thereafter unless
either party serves written notice upon the other at least 90 days
prior to the January 1 renewal date of each succeeding year stating
such party's intention to terminate this Agreement."
2. Section "5-B(i)" of the Agreement shall be modified by substituting
"5-A(ii) for 5-A(i)" in the second line thereof
3. Section 3 of the Agreement shall be modified by adding sub-paragraph "H" to
the end thereof, which shall state as follows:
[LOGO]
"H. EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT. The Company and
the Executive have entered into an Executive Supplemental Retirement
Income Agreement ("SERP") for the benefit of the Executive under which
the Company has promised to pay certain benefits to the Executive
following his termination of employment. The Company agrees to honor
said SERP in accordance with its terms, provided, however, that in the
event of an imminent Change in Control, as defined herein and/or in
said SERP, pursuant to which the Company has agreed to make a final
lump sum contribution equal to the present value of all remaining
contributions to the Retirement Income Trust Fund (as defined in the
SERP), the Company agrees that such contribution shall be made in such
a manner as to minimize any potential "excess parachute payment" as
defined in Section 280G of the Internal Revenue Code of 1986, as
amended ("Code"). For example, in the event that an imminent Change in
Control shall occur in the immediately succeeding calendar year
pursuant to a definitive agreement executed or any other action taken
in a calendar year, then the Company shall make the final contribution
in the year immediately preceding the calendar year of the Change in
Control, i.e., in the year of the execution of said definitive
agreement or other action causing the imminent Change in Control".
4. The First Addendum to the Agreement shall be modified by adding new paragraph
12 to the end thereof which shall state as follows:
"12. Accelerated Vesting of SARs in the event of a Change in Control.
Notwithstanding anything herein to the contrary, in the event of an
imminent 100 percent Change in Control pursuant to paragraph 6 of the
First Addendum, or in the event of an imminent 30 percent change in
control pursuant to paragraph 7 of the First Addendum, the Company
shall cause the accelerated vesting of all or a portion (but not less
than 30 percent) of the SARs value to the Executive under the imminent
Change in Control in such a manner as to minimize any potential
"excess parachute payment" as defined in Section 280G of the Code. The
remaining portion of the SAR's value shall then be forfeited by the
Executive. For example, in the event that an imminent Change in
Control shall occur in the immediately succeeding calendar year
pursuant to a definitive agreement executed or any other action taken
in a calendar year, then the Company may agree to immediately bonus
the Executive to the extent of 35% (with Executive then forfeiting
65%) of the anticipated SAR's value attributable to the Change in
Control, in the year immediately preceding the calendar year of the
Change in Control, i.e., in the year of the execution of said
definitive agreement or other action causing the imminent Change in
Control."
[LOGO]
5. This Second Addendum shall be effective as of the 1st day of January, 1998.
In all respects not inconsistent herewith, the Agreement and First Addendum
shall remain in full force and effect.
IN WITNESS WHEREOF, Prestige Financial Corp, has caused this Second
Addendum to be executed and its seal affixed here into by its officers thereunto
duly authorized, and the Executive has signed this Second Addendum, all as of
the 29th day of December 1997.
ATTEST: PRESTIGE FINANCIAL CORP.
Xxxxx X. XxXxxxx
/s/ [ILLEGIBLE] /s/ Xxxxx X. XxXxxxx
--------------------------- ------------------------------
Secretary Chairman of the Board
WITNESS: Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxxxx
--------------------------- ------------------------------
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