Exhibit 10.1
AMENDMENT NO. 1 TO AGREEMENT
THIS AMENDMENT NO. 1 (this "Amendment") is made as of June 10, 1997, and
amends that certain Agreement dated as of November 22, 1995 (the "Agreement") by
and between Covenant Bank (formerly Covenant Bank for Savings) (the "Company")
and Xxxxxxx X. Xxxxxx (the "Employee").
For good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound, the parties hereby
amend the Agreement as follows:
1. Paragraph 4(a)(ii) of the Agreement is hereby amended and restated
to read in its entirety as follows:
(ii) the Company shall pay to Employee, at the time specified in
Subsection 4(b), a lump sum severance payment equal to three times
Employee's annual rate of base salary in effect at the time Notice of
Termination is given (without giving effect to any reduction in salary
which would constitute Good Reason pursuant to Section 3(c)(i)
hereof);
2. Paragraph 4(d) of the Agreement is hereby amended and restated to
read in its entirety as follows:
(d) If the total of all payments made to the Employee pursuant to
this Agreement, together with any other payments which the Employee
has a right to receive from the Company, or any successors, affiliates
or subsidiaries thereof, result in the imposition of an excise tax
under Internal Revenue Code Section 4999 (or any successor thereto),
the Company shall pay the Employee an additional excise tax adjustment
payment in an amount such that, after the payment of all federal and
state income and excise taxes, the Employee will be in the same
after-tax position as if no excise tax had been imposed. Any payment
or benefit which is required to be included under Internal Revenue
Code Sections 280G or 4999 (or any successor provisions thereto) for
purposes of determining whether an excise tax is payable shall be
deemed a payment "made to the Employee" or a payment "which the
Employee has a right to receive" for purposes of this provision. The
Company shall be responsible for the costs of calculation of the
excise tax by its independent certified accountant and tax counsel and
shall notify the Employee of the amount of excise tax due prior to the
time such excise tax is due. If at any time it is determined that the
additional excise tax adjustment payment previously made to the
Employee was insufficient to cover the effect of the excise tax, the
excise tax gross-up payment pursuant to this provision shall be
increased to make the Employee whole, including an amount to cover the
payment of any
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penalties resulting from incorrect or late payment of the excise tax
resulting from the prior calculation.
3. Covenant Bancorp, Inc. (the "Parent") hereby joins in and agrees
that it shall be liable, jointly and severally with the Company, for all
obligations of the Company under the Agreement. The parties hereto hereby
agree that the events with respect to the Company which constitute a
"Change in Control" or a "Potential Change in Control" shall also
constitute a Change in Control or Potential Change in Control,
respectively, when they occur with respect to the Parent.
IN WITNESS WHEREOF, the undersigned have executed this Amendment effective
as of the day and year first above written.
EMPLOYEE: COVENANT BANK
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------- -----------------------------------
XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
COVENANT BANCORP, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
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