Exhibit 10.3
Amendments to Employment Agreement
with A. Xxxxxx Xxxx
The following amendments to the employment agreement of A. Xxxxxx Xxxx were
effective September 27, 1996:
Original text:
Paragraph 2: WHEREAS, the Executive has heretofore been employed by the
Association as Executive Vice President/Treasurer and is experienced in all
phases of the business of the Association; and
Amended text:
Paragraph 2: WHEREAS, the Executive has heretofore been employed by the
Association as President and Chief Executive Officer, and is experienced in
all phases of the business of the Association; and
Original text:
Section 1. Employment. The Association agrees to continue Executive in its
employ, and Executive agrees to remain in the employ of the Association as
Executive Vice President/Treasurer of the Association for the period stated
herein in the paragraph entitled "Term" and upon the other terms and
conditions herein provided. The Executive shall render administrative and
management services to the Association such as are customarily performed by
persons situated in a similar executive capacity. He shall also promote, by
entertainment or otherwise, as and to the extent permitted by law, the
business of the Association. The Executive's other duties shall be such as
the Board of Directors may from time to time reasonably direct, including
normal duties as an officer of the Association, if elected as such and service
as a Director of the Association, if so elected. Executive agrees to perform
such services not inconsistent with his position as shall from time to time be
assigned to him by the Association's Board of Directors. The Executive may
voluntarily terminate his employment at any time. In the event of such
voluntary resignation (other than pursuant to a change in control), this
Agreement will be terminated and the compensation and benefits will be
terminated upon the effective date of the employment termination or such other
date as otherwise may be determined by the Board of Directors.
Amended text:
Section 1. Employment. The Association agrees to continue Executive in its
employ, and Executive agrees to remain in the employ of the Association as
President and Chief Executive Officer of the Association for the period stated
herein in the paragraph entitled "Term" and upon the other terms and
conditions herein provided. The Executive shall render administrative and
management services to the Association such as are customarily performed by
persons situated in a similar executive capacity. He shall also promote, by
entertainment or otherwise, as and to the extent permitted by law, the
business of the Association. The Executive's other duties shall be such as
the Board of Directors may from time to time reasonably direct, including
normal duties as an officer of the Association, if elected as such and service
as a Director of the Association, if so elected. Executive agrees to perform
such services not inconsistent with his position as shall from time to time be
assigned to him by the Association's Board of Directors. The Executive may
voluntarily terminate his employment at any time. In the event of such
voluntary resignation (other than pursuant to a change in control), this
Agreement will be terminated and the compensation and benefits will be
terminated upon the effective date of the employment termination or such other
date as otherwise may be determined by the Board of Directors.
Original text:
Section 2. Compensation. The Association agrees to pay the Executive during
the term of this Agreement, a salary at the initial rate of ONE HUNDRED FORTY
THREE THOUSAND SEVEN HUNDRED DOLLARS ($143,700), per annum, payable bi-
weekly; provided, that the rate of such salary shall be reviewed by the Board
of Directors of the Association not less often than annually and Executive
shall be entitled to receive annually an increase in such salary rate in an
amount at least equal to the average percentage increase, if any, granted to
the senior officers of the Association. Such rate of salary, or increased
rate of salary, if any, as the case may be, may be further increased from time
to time in such amounts as the Board in its discretion may decide subject to
the customary withholding tax and other employee taxes as required with
respect to compensation paid by a corporation to an employee. The Executive's
rate of salary may be decreased by the Board of Directors pursuant to a bona
fide renegotiation of duties or at such time as the Board deems it necessary
or advisable to effect an across-the-board reduction in salaries of the
Association's officers and employees. Service as a Director of the
Association, if the Executive is so elected, shall be without compensation in
addition to the foregoing.
Amended text:
Section 2. Compensation. The Association agrees to pay the Executive during
the term of this Agreement, a salary at the initial rate of ONE HUNDRED
SEVENTY-FIVE THOUSAND SIX HUNDRED TWENTY DOLLARS ($175,620), per annum,
payable bi-weekly; provided, that the rate of such salary shall be reviewed by
the Board of Directors of the Association not less often than annually and
Executive shall be entitled to receive annually an increase in such salary
rate in an amount at least equal to the average percentage increase, if any,
granted to the senior officers of the Association. Such rate of salary, or
increased rate of salary, if any, as the case may be, may be further increased
from time to time in such amounts as the Board in its discretion may decide
subject to the customary withholding tax and other employee taxes as required
with respect to compensation paid by a corporation to an employee. The
Executive's rate of salary may be decreased by the Board of Directors pursuant
to a bona fide renegotiation of duties or at such time as the Board deems it
necessary or advisable to effect an across-the-board reduction in salaries of
the Association's officers and employees. Service as a Director of the
Association, if the Executive is so elected, shall be without compensation in
addition to the foregoing.
Original text:
Section 5. Term. The period of the Executive's employment under this
Agreement shall be deemed to have commenced as of August 1, 1987, and shall
continue for a period of thirty-six (36) full calendar months thereafter and
any extensions thereafter. As of the date of this second amendment hereto,
the Executive's period of employment under this Agreement has been extended by
the Board of Directors through September 30, 1996. The said thirty-six (36)
month period of employment may be extended for an additional twelve (12) full
calendar months by action of the Board of Directors at the September, 1994
meeting of the Board of Directors and at each succeeding September meeting of
the Board of Directors.
Amended text:
Section 5. Term The period of the Executive's employment under this
Agreement shall be deemed to have commenced as of August 1, 1987, and shall
continue for a period of thirty-six (36) full calendar months thereafter and
any extensions thereafter. As of the date of this third amendment hereto, the
Executive's period of employment under this Agreement has been extended by the
Board of Directors through September 30, 1999. The said thirty-six (36) month
period of employment may be extended for an additional twelve (12) full
calendar months by action of the Board of Directors at the September, 1997
meeting of the Board of Directors and at each succeeding September meeting of
the Board of Directors.
Original text:
Section 11. Disability. If the Executive shall become disabled or
incapacitated to the extent that he is unable to perform the duties of
Executive Vice President/Treasurer, he shall be eligible to participate in the
Association's long-term disability plan as established by the Board of
Directors for employees and management personnel, or any other disability plan
which may be established by the Board of Directors for management personnel.
Upon returning to active full-time employment, the Executive's full
compensation as set forth in the paragraphs of this Agreement entitled
"Compensation" and "Discretionary Bonuses" shall be reinstated. In the event
that said Executive returns to active employment on other than a full-time
basis, then his compensation (as set forth in the paragraph of this Agreement
entitled "Compensation") shall be reduced in proportion to the time spent in
said employment. However, if he is again unable to perform the duties of
Executive Vice President/Treasurer hereunder due to illness or other
incapacity, he must have been engaged in active full-time employment for at
least twelve (12) consecutive months immediately prior to such later absence
or inability in order to qualify for the full or partial continuance of his
salary under the paragraph entitled "Disability."
Amended text:
Section 11. Disability. If the Executive shall become disabled or
incapacitated to the extent that he is unable to perform the duties of
President and Chief Executive Officer, he shall be eligible to participate in
the Association's long-term disability plan as established by the Board of
Directors for employees and management personnel, or any other disability plan
which may be established by the Board of Directors for management personnel.
Upon returning to active full-time employment, the Executive's full
compensation as set forth in the paragraphs of this Agreement entitled
"Compensation" and "Discretionary Bonuses" shall be reinstated. In the event
that said Executive returns to active employment on other than a full-time
basis, then his compensation (as set forth in the paragraph of this Agreement
entitled "Compensation") shall be reduced in proportion to the time spent in
said employment. However, if he is again unable to perform the duties of
President and Chief Executive Officer hereunder due to illness or other
incapacity, he must have been engaged in active full-time employment for at
least twelve (12) consecutive months immediately prior to such later absence
or inability in order to qualify for the full or partial continuance of his
salary under the paragraph entitled "Disability."