EXHIBIT 10.5
EMPLOYMENT AGREEMENT
BETWEEN
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
AND XXXXX X. XXXXXX, XX.
-------------------------------
1997 Amendment
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WHEREAS, on August 17, 1995, First Federal Savings and Loan Association
(the "Association") entered into an Employment Agreement (the "Agreement") with
Xxxxx X. Xxxxxx, Xx. (the "Employee"); and
WHEREAS, the Board of Directors of the Association and the Employee have
deter mined that it is in their respective best interests to amend the Agreement
(i) to improve the change-in-control protections provided thereunder, (ii) to
reflect an extension of the term of his Agreement, and (iii) to make other
adjustments to the Agreement as the interested parties have deemed appropriate;
NOW, THEREFORE, the Agreement shall be amended as follows, with such
amendment to become effective immediately.
1. The first sentence in Section 5 of the Agreement shall be amended by
replacing the words "36 months thereafter" with "August 17, 2000".
2. The last sentence in Section 6(a) of the Agreement shall be amended by
deleting the following phrase at the end thereof:
, or be gainfully employed in any other position or job other than as
provided above
3. Section 9 of the Agreement shall be amended by deleting the following
words from its first sentence:
(which shall only be applicable during the twelve-month period following a
"Change in Control" as defined in Section 11 hereof)
4. The first sentence of Section 9(d)(1) of the Agreement shall be amended
by replacing the words "set forth in Section 11(b) hereof" with the words "that
begins on the date six months before a "Change in Control" (as defined in
Section 11 hereof) and ends on the later of the second annual anniversary of the
Change in Control or the expiration date of this Agreement (the "Protected
Period")".
5. The first sentence of Section 9(d)(2) of the Agreement shall be
amended by replacing the words "within the time period set forth in Section
11(b) hereof" with the words "during the Protected Period,".
6. Section 9(d)(2) shall further be amended by adding the word "or"
between "at Section 1;" and "(iv) a material diminution".
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7. Section 9(f) of the Agreement shall be amended by (i) replacing the
words "time period set forth in Section 11(b) hereof" with the words "Protected
Period," and by (ii) adding a closing parentheses at the end thereof.
8. Section 11(a)(1) of the Agreement shall be amended in its entirety to
provide as follows:
Notwithstanding any provision herein to the contrary, if the
Employee's employment under this Agreement is terminated by the
Association, without the Employee's prior written consent and for a reason
other than Just Cause during the Protected Period, the Employee shall,
subject to paragraph (2) of this Section 11(a), be paid an amount equal to
the difference between (i) the product of 2.99 times his "base amount" as
defined in Section 280G(b)(3) of the Code and regulations promulgated
thereunder (the "Maximum Amount"), and (ii) the sum of any other parachute
payments (as defined under Section 280G(b)(2) of the Code) that the
Employee receives on account of the Change in Control.
The amount payable under this Section 11(a)(2) shall be paid either
(i) in one lump sum within ten days of the later of the date of the Change
in Control and Employee's last day of employment, or (ii) if prior to the
date which is 90 days before the date on which a Change in Control occurs,
the Employee filed a duly executed irrevocable written election in the form
attached hereto as Exhibit "A", payment of such amount shall be made
according to the elected schedule. Deferred amounts shall bear interest
from the date on which they would otherwise be payable until the date paid
at a rate equal to 120% of the applicable federal rate, compounded
semiannually, as determined under Code Section 1274(d) and the regulations
thereunder.
9. The last sentence of Section 11(a)(2) of the Agreement shall be
amended in its entirety to provide as follows:
Within five business days of the earlier of the Association's receipt
of the Employee's determination pursuant to this paragraph or the
Association's determination in lieu of a determination by the Employee, the
Association shall pay to, or distribute for the benefit of, the Employee
such amounts as are then due the Employee under this Agreement.
10. The first sentence of Section 11(b) of the Agreement shall be amended
in its entirety to provide as follows:
Notwithstanding any other provision of this Agreement to the contrary,
but subject to Section 11(a)(2) hereof, the Employee shall be entitled to
collect the severance benefits set forth in Section 11(a)(1) hereof in the
event that either (i) the Employee voluntarily terminates his employment
under this Agreement for any reason with a 30-day period beginning on the
date of a Change in Control, or (ii) the Employee voluntarily terminates
his employment within ninety (90) days following the occurrence of any of
the following events, which has not been consented to in advance
1997 Amendment
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by the Employee in writing and occur during the Protected Period: (i) the
---
requirement that the Employee move his personal residence, or perform his
principal executive functions, more than thirty (30) miles from his primary
office as of the date of the change in control; (ii) a material reduction
in the Employee's base compensation as in
effect on the date of the change in control or as the same may be increased
from time to time; (iii) the failure by the Association to continue to
provide the Employee with compensation and benefits provided for under this
Agreement, as the same may be increased from time to time, or with benefits
substantially similar to those provided to him under any of the employee
benefit plans in which the Employee now or hereafter becomes a participant,
or the taking of any action by the Association which would directly or
indirectly reduce any of such benefits or deprive the Employee of any
material fringe benefit enjoyed by him at the time of the change in
control; (iv) the assignment to the Employee of duties and responsibilities
materially different from those normally associated with his position as
referenced at Section 1; (v) a failure to elect or reelect the Employee to
the Board of Directors of the Association, if the Employee is serving on
the Board on the date of the change in control; (vi) a material diminution
or reduction in the Employee's responsibilities or authority (including
reporting responsibilities) in connection with his employment with the
Association; or (vii) a material reduction in the secretarial or other
administrative support of the Employee.
11. The first sentence of Section 11(d)(2) of the Agreement shall be
amended by replacing "twelve (12)" with "twenty-seven (27)".
12. Nothing contained herein shall be held to alter, vary or affect any of
the terms, provisions, or conditions of the Agreement other than as stated
above.
WHEREFORE, the undersigned hereby approve this 1997 Amendment to the
Agreement.
Date of Execution: October ___, 1997
XXXXX X. XXXXXX, XX.
_____________________
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
By_____________________________ Attest:_________________________
Its Chairman of the Board
CORPORATE SEAL
EMPLOYMENT AGREEMENT
BETWEEN
THE SOUTHERN BANC COMPANY, INC.
AND XXXXX X. XXXXXX, XX.
-------------------------------
1997 Amendment
-------------------------------
WHEREAS, on August 17, 1995, The Southern Banc Company, Inc.(the "Company")
entered into an Employment Agreement (the "Agreement") with Xxxxx X. Xxxxxx, Xx.
(the "Employee"); and
WHEREAS, the Board of Directors of the Company and the Employee have deter
mined that it is in their respective best interests to amend the Agreement (i)
to improve the change-in-control protections provided thereunder, (ii) to
reflect an extension of the term of his Agreement, and (iii) to make other
adjustments to the Agreement as the interested parties have deemed appropriate;
NOW, THEREFORE, the Agreement shall be amended as follows, with such
amendment to become effective immediately.
1. The first sentence in Section 5 of the Agreement shall be amended by
replacing the words "36 months thereafter" with "August 17, 2000".
2. The last sentence in Section 6(a) of the Agreement shall be amended by
deleting the following phrase at the end thereof:
, or be gainfully employed in any other position or job other than as
provided above
3. Section 9 of the Agreement shall be amended by deleting the following
words from its first sentence:
(which shall only be applicable during the twelve-month period following a
"Change in Control" as defined in Section 11 hereof)
4. The first sentence of Section 9(d)(1) of the Agreement shall be
amended by replacing the words "set forth in Section 11(b) hereof" with the
words "that begins on the date six months before a "Change in Control" (as
defined in Section 11 hereof) and ends on the later of the second annual
anniversary of the Change in Control or the expiration date of this Agreement
(the "Protected Period"),".
5. Section 11(a)(1) of the Agreement shall be amended in its entirety to
provide as follows:
Notwithstanding any provision herein to the contrary, if the
Employee's employment under this Agreement is terminated by the Company,
without the Employee's prior written consent and for a reason other than
Just Cause during the Protected Period, the Employee shall be paid an
amount equal to the difference between
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Page 2 of 3
(i) the product of 2.99 times his "base amount" as defined in Section
280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")
and regulations promulgated thereunder, and (ii) the sum of any other
parachute payments (as defined under Section 280G(b)(2) of the Code) that
the Employee receives on account of the change in control. Said sum shall
be paid in the manner set forth in the Employee's Employment Agreement with
the Association.
6. The first sentence of Section 11(b) of the Agreement shall be amended
in its entirety to provide as follows:
Notwithstanding any other provision of this Agreement to the contrary,
the Employee shall be entitled to collect the severance benefits set forth
in Section 11(a) hereof in the event that either (i) the Employee
voluntarily terminates his employment under this Agreement for any reason
within the 30-day period beginning on the date of a Change in Control, or
(ii) the Employee voluntarily terminates his employment within ninety (90)
days following the occurrence of any of the following events, which have
not been consented to in advance by the Employee in writing and occur
---
during the Protected Period: (i) the requirement that the Employee move his
personal residence, or perform his principal executive functions, more than
thirty-five (35) miles from his primary office as of the date of the change
in control; (ii) a material reduction in the Employee's base compensation
as in effect on the date of the change in control or as the same may be
increased from time to time; (iii) the failure by the Company to continue
to provide the Employee with compensation and benefits provided for under
this Agreement, as the same may be increased from time to time, or with
benefits substantially similar to those provided to him under any of the
employee benefit plans in which the Employee now or hereafter becomes a
participant, or the taking of any action by the Company which would
directly or indirectly reduce any of such benefits or deprive the Employee
of any material fringe benefit enjoyed by him at the time of the change in
control; (iv) the assignment to the Employee of duties and responsibilities
materially different from those normally associated with his position as
referenced at Section 1; (v) a failure to elect or reelect the Employee to
the Board, if the Employee is serving on the Board on the date of the
change in control; or (vi) a material diminution or reduction in the
Employee's responsibilities or authority (including reporting
responsibilities) in connection with his employment with the Company.
7. Nothing contained herein shall be held to alter, vary or affect any of
the terms, provisions, or conditions of the Agreement other than as stated
above.
1997 Amendment
Page 3 of 3
WHEREFORE, the undersigned hereby approve this 1997 Amendment to the
Agreement.
Date of Execution: October ___, 1997
_______________________
XXXXX X. XXXXXX, XX.
_______________________
THE SOUTHERN BANC COMPANY, INC.
By_____________________________ Attest:_________________________
Its Chairman of the Board
CORPORATE SEAL
