EXHIBIT - 10.16
Amendment No. 1 to Executive Employment Agreement
This Amendment No. 1 ("Amendment No. 1") made this 1st day of March, 1998, by
and between Century Bancshares, Inc., a Delaware corporation ("Employer"), and
Xxxxxx X. Xxxxxxxxx, a District of Columbia resident ("Employee") (collectively,
the "Parties").
Recitals
Whereas, Employer and Employee have entered into an Executive Employment
Agreement, dated as of September 1, 1996 (the "EEA");
Whereas, the parties now wish to modify the EEA in accordance with the
procedures set forth in Paragraph 11 of the EEA;
Now, Therefore, in consideration of the foregoing premises and the covenants and
agreements recited on this Amendment No. 1 and for other good and valuable
consideration, the receipt and sufficiency of which each part acknowledges, the
Parties agree as follows:
1. Amendments to EEA.
1.1 Renewal of EEA. Employer and Employee waive the notice provisions
in Paragraph 2 of the EES regarding renewal of the EEA and agree
to extend the EEA for an additional on (1) year term commencing
September 1, 1998, and ending August 31, 1999. The notice
provisions in Paragraph 2 of the EEA shall apply to any subsequent
renewal of the EEA, unless the Parties agree in accordance with
the procedures set forth in Paragraph 11 of the EEA to waive those
provisions.
1.2 Salary Increase Effective July 1, 1997. Employer acknowledges and
reaffirms the increase in Employees yearly salary from One Hundred
Eighty-Two Thousand Three Hundred Dollars and No Cents (U.S.
$182,300.00) to One Hundred Eighty-Three Thousand Nine Hundred
Thirty-Seven Dollars and No Cents (U.S. $183,937.00) that Employer
granted Employee effective July 1, 1997, to compensate for changes
to Employer's health insurance plan.
1.3 Salary Increase Effective April 1, 1998. In consideration for
Employee's agreeing to extend the EEA for an additional one (1)
year term, Employee's current yearly salary shall increase from
One Hundred Eighty-Three Thousand Nine Hundred Thirty-Seven
Dollars and No Cents (U.S. $183,937.00) to Two Hundred Five
Thousand Dollars and No Cents (U.S.
$205,000.00), effective April 1, 1998.
2. Covenants, Representations and Warranties of the Parties 2.1 As of the
date of this Amendment No. 1, Employer and Employee
reaffirm all covenants, representations, and warranties made by
them in the EEA (except for any such representations and
warranties which are stated to be made as of a specific date), and
all such covenants, representations and warranties shall have been
deemed to have been re-made as of the date of this Amendment No.
1.
2.2 Employer represents and warrants that this Amendment No. 1
constitutes a legal, valid, and binding obligation of Employer,
enforceable against it in accordance with its terms.
3. Reference to and Effect on EEA.
3.1 Upon the execution of this Amendment No. 1, each reference in the
EEA to "this agreement," "hereunder," "herein," or words of like
import shall mean and be a reference to the EEA, as amended by
this Amendment No. 1.
3.2 Except as specifically waived or amended above, the EEA shall
remain in full force and effect and is ratified and confirmed.
3.3 The execution and delivery of this Amendment No. 1 shall not
operate as a waiver of any right, power, or remedy of Employer or
Employee under the EEA, nor constitute a waiver of any provision
contained in the EEA except as provided in this Amendment No. 1 or
absolve Employer or Employee from the timely performance of their
respective obligations under the EEA.
4. Execution in Counterparts. This Amendment No. 1 may be executed in any
number of counterparts and by the different parties to this Amendment
No. 1 in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.
5. Choice of Law. All disputes concerning the validity, interpretation, or
performance of this Amendment No. 1 and any of its terms or conditions, or
of any rights or obligations of the Parties, shall be governed by the
internal laws of the district of Columbia, except its conflict of laws.
6. Headings. Headings in this Amendment No. 1 are included for informational
purposes only and shall not constitute a part of this Amendment No. 1 for
any other purpose.
In witness whereof, the Parties have duly executed this Agreement as of
the date first above written.
Century Bancshares, Inc.
/s/ F. Xxxxxxx Xxxxxxx (Attest) /s/ Xxxxxxx X. Xxxxxxx,
Secretary and Director
/s/ Xxxxx X. Xxxxxxx (Witness) /s/ Xxxxxx X. Xxxxxxxxx
