EXHIBIT 10.3
AMENDMENT ONE TO THE CHANGE IN CONTROL AGREEMENT BETWEEN
XXXXXXXXX CITIZENS BANCSHARES, INC. AND XXXXXX X. XXXXX, XX.
Amendment made this 16th day of December, 1998, by Citizens Bancshares,
Inc., (the "Company"), a registered bank holding company which controls Citizens
National Bank, a national bank with its principal offices in Henderson, Texas,
as agreed to by Xxxxxx X. XxXxx, Xx., (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company and the Executive entered into a Change in Control
Agreement (the "Agreement") effective as of June 12th, 1995; and
WHEREAS, the Company and the Executive desire to amend the Agreement so as
to provide that a reduction in the Executive's benefits as in effect immediately
prior to a Change in Control will constitute "Good Reason" as that term is
defined in the Agreement;
WHEREAS, the Company pursuant to Article Five of the Agreement retained the
authority to amend the Agreement if consented to by the Executive;
WHEREAS, the Executive has consented to such amendment.
NOW, THEREFORE, the Agreement is amended as follows effective as of the
date set forth above:
1. Section 4(ii) is deleted in its entirety and the following is
substituted in its place:
"(ii) A reduction of the Executive's base salary or a failure to
provide comparable overall compensation (which includes any benefits
provided for under each employee benefit plan, program and practice [other
than as a result of year to year variations in bonuses, overtime or
benefits consistent with past practice]), as in effect immediately prior to
a Change in Control without the prior written consent of the Executive,
which is not remedied within ten (10) calendar days after receipt by the
Company of written notice from the Executive of such reduction."
IN WITNESS WHEREOF, this Amendment has been executed the day and year first
above written.
XXXXXXXXX CITIZENS BANCSHARES, INC.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx,
Chairman of the Board
/s/ Xxxxxx X. XxXxx, Xx.
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Xxxxxx X. XxXxx, Xx.
