EMPLOYMENT AGREEMENT AMENDMENT
THIS AMENDMENT is made the 6th day of February, 1998,
by and among XXXX X. XXXXXX, (hereinafter referred to as
"Xxxxxx"), BROAD NATIONAL BANK, (hereinafter referred to as the
"Bank"), and BROAD NATIONAL BANCORPORATION, a corporation
organized under the laws of the State of New Jersey (hereinafter
referred to as the "Bancorp"). The Bank and Bancorp are
sometimes referred to herein collectively as the "Corporation" or
the "Corporations". In any instance where reference is made to
both the Bank and Bancorp or to the Corporation or Corporations,
unless the context clearly requires otherwise, conditions,
practices or actions referred to shall be identical or joint.
WITNESSETH:
WHEREAS, the parties hereto previously entered into an
Employment Agreement dated December 31, 1997 (the "Existing
Agreement").
WHEREAS, Corporation and Xxxxxx desire to modify the
Existing Agreement in accordance with the terms of this
Amendment.
NOW, THEREFORE, in consideration of the mutual
covenants contained herein and Xxxxxx'x continued employment by
the Bank, the parties hereby agree as follows:
1. Section 2.1 of the Existing Agreement is hereby
amended by deleting the first sentence of said Section in its
entirety and substituting the following new sentence in lieu
thereof:
The period of Xxxxxx'x employment under this Agreement
with the Bank and with Bancorp, respectively, shall
commence as of January 1, 1998 (the "Commencement
Date") and shall continue for a period of thirty-six
(36) full calendar months thereafter and any extension
thereafter, unless this Agreement is earlier terminated
in accordance with the terms hereof (the "Employment
Period").
2. Section 5.3 of the Existing Agreement is hereby
amended by deleting said Section in its entirety and substituting
the following new Section in lieu thereof:
5.3 Benefits Payable Upon Termination by Xxxxxx.
In the event that Xxxxxx terminates his employment with
the Corporations under Section 4.1 of this Agreement,
the Corporations shall pay to Xxxxxx within thirty
(30) days of such termination as severance a lump sum
equal to the aggregate amount of (i) the future Base
Salary, at the monthly rate then in effect, Xxxxxx
would have received if he continued in the employ of
the Corporations for the remainder of the Employment
Period then existing under this Agreement plus, if the
Employment Period shall not have been already extended
pursuant to the terms of Section 2.1 by reason of a
vote of shareholders, an additional twenty-four
(24) months and (ii) the incentive bonuses to which he
would have otherwise been entitled during such period
of time, based on the average incentive bonus received
by him during the then two most recent fiscal years of
the Corporations; provided, however, that in no event
shall the aggregate severance payment made pursuant to
this Section exceed an amount equal to the future Base
Salary, at the monthly rate then in effect, that Xxxxxx
would have received if he continued in the employ of
the Corporations for thirty-six (36) months and the
incentive bonuses to which he would have otherwise been
entitled during such period of time.
3. Section 5.5 of the Existing Agreement is hereby
amended by deleting said Section in its entirety and substituting
the following new Section in lieu thereof:
5.5 Termination by the Corporations for Other
than Cause. If during the Employment Period the Bank
or Bancorp or both of them terminate Xxxxxx'x
employment other than for "cause" (as defined in
Section 4.1D) or other than for the reasons specified
in Sections 1.3, 1.4, 1.5 and 1.6 of this Agreement,
then in such event the Corporations shall pay Xxxxxx,
or in the event of his subsequent death, his
beneficiary or beneficiaries, or his estate, as the
case may be, as severance a lump sum equal to the
aggregate amount of the future Base Salary payments
Xxxxxx would have received if he continued in the
employ of the Corporations for the remainder of the
then existing Employment Period of this Agreement plus
twenty-four (24) months at the highest rate of Base
Salary and bonus paid to Xxxxxx at any time under this
Agreement or within two years prior to the date hereof;
provided, however, that in no event shall the aggregate
severance payment made pursuant to this Section exceed
an amount equal to the future Base Salary, at the
monthly rate then in effect, that Xxxxxx would have
received if he continued in the employ of the
Corporations for thirty-six (36) months and the bonuses
to which he would have otherwise been entitled during
such period of time. Xxxxxx shall not be required to
mitigate damages by seeking other employment and
payments required to be made hereunder shall not be
reduced by any other income which Xxxxxx may receive or
by any setoffs or claims which may exist against Xxxxxx
for any reason whatsoever.
4. Except as expressly amended hereby, all of the
terms, conditions and provisions of the Existing Agreement shall
remain unamended and in full force and effect in accordance with
its terms. The amendments provided herein shall be limited
precisely as drafted and shall not constitute an amendment of any
other term, condition or provision of the Existing Agreement.
IN WITNESS WHEREOF, the parties have executed this
Amendment as of the date first above written.
ATTEST: BROAD NATIONAL BANCORPORATION
By: /s/ Xxxxxx X. Xxxx
Name: Name: Xxxxxx X. Xxxx
Title: Title: Chairman & CEO
ATTEST: BROAD NATIONAL BANK
By: /s/ Xxxxxx X. Xxxx
Name: Name: Xxxxxx X. Xxxx
Title: Title: Chairman & CEO
By: /s/ Xxxx X. Xxxxxx
XXXX X. XXXXXX
