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EXHIBIT 10(i)
AMENDMENT #1 TO AMENDED AND RESTATED LIMITED
EMPLOYMENT TERMINATION BENEFITS AGREEMENT
THIS AMENDMENT #1 ("Amendment") to Amended and Restated Limited Employment
Termination Benefits Agreement dated as of January 19, 1995 (the "Agreement")
is made as of the 19th day of November, 1996, by Heritage Financial Services,
Inc., an Illinois corporation (the "Company"), and Xxxxxx X. Xxxxxx
(Employee).
Preliminary Recitals
1. Since Employee and the Company entered into the Agreement, the Company
has determined that, as an incentive to retain the services of Employee, it is
desirable to amend the Agreement to increase from six months to one year the
period during which Employee would receive compensation benefits payable in the
event of termination after a change in control of the Company.
2. Employee is willing to continue to serve the Company in consideration
of such enhancement in benefits.
3. This Amendment amends the Agreement as of the date of effectiveness
hereof.
NOW, THEREFORE, in consideration of the mutual undertakings of the parties
hereto and Employee's continued employment by the Company, the Company and
Employee AGREE as follows:
1. Preamble; Preliminary Recitals. The preamble and preliminary recitals
set forth above are hereby incorporated in and made a part of this Amendment.
2. Amendment. Subsections 4 (a) and (b) of the Agreement are hereby
amended to read in their entirety as follows (bold face):
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4. PAYMENTS AFTER TERMINATION UPON A CHANGE OF CONTROL.
(a) UPON AND AFTER A CHANGE OF CONTROL EMPLOYMENT TERMINATION THE COMPANY
SHALL:
(i) PAY EMPLOYEE (AT TIMES CONSISTENT WITH THE COMPANY'S PAYROLL
PRACTICES) FOR A PERIOD OF ONE (1) YEAR FROM THE DATE OF THE CHANGE OF
CONTROL EMPLOYMENT TERMINATION (THE "PAYMENT PERIOD"), COMPENSATION AT
AN ANNUAL RATE EQUAL TO EMPLOYEE'S BASE AMOUNT (AS HEREINAFTER
DEFINED); AND
(ii) THROUGHOUT THE PAYMENT PERIOD INCLUDE EMPLOYEE AS A
PARTICIPANT (AT THE COMPANY'S EXPENSE) IN ALL EMPLOYEE GROUP
HEALTH/MEDICAL PLANS.
(b) FOR THE PURPOSE OF THIS AGREEMENT, EMPLOYEE'S "BASE AMOUNT" SHALL
INCLUDE ALL AMOUNTS COMPRISING HIS THEN CURRENT COMPENSATION, INCLUDING,
WITHOUT LIMITATION, ALL SALARY AND INCENTIVE. NOTWITHSTANDING THE PRECEDING
PROVISIONS OF THIS SECTION 4, IF IT CAN BE CLEARLY SHOWN THAT THE PAYMENTS TO
BE MADE PURSUANT TO THIS SECTION 4 WOULD CAUSE THE IMPOSITION OF A PARACHUTE
PAYMENT EXCISE TAX ON EMPLOYEE (PURSUANT TO INTERNAL REVENUE CODE SECTION 4999
OR A SUCCESSOR SECTION), THE PAYMENTS TO BE MADE PURSUANT TO THIS SECTION 4
SHALL BE REDUCED TO THE EXTENT NECESSARY TO ELIMINATE SUCH PARACHUTE PAYMENT
EXCISE TAX TREATMENT.
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the
Amendment date indicated above.
HERITAGE FINANCIAL SERVICES, INC.
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxx Xxxxxxxxx X. Xxxxxxx
Employee President
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ATTACHMENT TO EXHIBIT 10(i)
SCHEDULE OF AMENDMENT #1S TO AMENDED AND RESTATED
LIMITED EMPLOYMENT TERMINATION BENEFITS AGREEMENTS
(OMITTED DOCUMENTS)
The Amendment #1s, dated as of November 19, 1996, to the Amended and
Restated Limited Employment Termination Benefits Agreements dated as of January
19, 1995 between the Registrant and each of Xxxxx X. Xxxxxxxx and Xxxxxx X.
Xxxxxx are not filed herewith pursuant to Regulation S-K 601 Instruction 2.
The Amendment #1s to Amended and Restated Limited Employment Termination
Benefits Agreements with Xx. Xxxxxxxx and Xx. Xxxxxx are identical to the
Amendment #1 between the Registrant and Xxxxxx X. Xxxxxx filed herewith as an
Exhibit to the Report on Form 10-K.
