AMENDMENT NO. 1 to the HOME BANK SALARY CONTINUATION AGREEMENT
EXHIBIT
10.3
AMENDMENT
NO. 1
to
the
HOME
BANK
THIS
AMENDMENT NO. 1 (the “Amendment”) amends the Salary Continuation Agreement dated
August 1, 2007 (the “Agreement”) between Home Bank (the “Bank”) and ▇▇▇▇▇▇
▇▇▇▇▇▇ (the “Executive”), with the amendment effective as of December 22, 2008
(the “Effective Date”).
WHEREAS, the
Bank and the Executive desire to amend the Agreement in order to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);
and
WHEREAS,
Section 8.1 of the Agreement permits the Bank and the Executive to amend the
Agreement; and
NOW, THEREFORE,
the Agreement is hereby amended as follows:
1. Section 8.3
of the Agreement is hereby amended and restated to read in its entirety as
follows:
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“8.3
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Plan
Terminations Under Code Section 409A. Notwithstanding
anything to the contrary in Section 8.2, the Bank may, in its discretion,
elect to terminate the Agreement in any of the following three
circumstances and distribute the Account Value, determined as of the date
of the termination of this Agreement, to the Executive in a lump sum as
set forth below, provided that in each case the action taken complies with
the applicable requirements set forth in Treasury Regulation
§1.409A-3(j)(4)(ix):
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(a)
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the
Agreement is irrevocably terminated within the 30 days preceding a Change
in Control and (1) all arrangements sponsored by the Bank and its
affiliates and any successors immediately following the Change in Control
that would be aggregated with the Agreement under Treasury Regulation
§1.409A-1(c)(2) are terminated with respect to the Executive and each
participant in the aggregated arrangements that experienced the Change in
Control event, and (2) the Executive and each participant under the other
aggregated arrangements receive all of their benefits under the terminated
arrangements within 12 months of the date that all necessary action to
irrevocably terminate the Agreement and the other aggregated arrangements
is taken;
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(b)
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the
Agreement is irrevocably terminated at a time that is not proximate to a
downturn in the financial health of the Bank and (1) all arrangements
sponsored by the Bank that would be aggregated with the Agreement under
Treasury Regulation §1.409A-1(c) if the Executive participated in such
arrangements are terminated, (2) no payments are made within 12 months of
the date the Bank takes all necessary action to irrevocably terminate the
arrangements, other than payments that would be payable under the terms of
the arrangements if the termination had not occurred; (3) all payments are
made within 24 months of the date the Bank takes all necessary action to
irrevocably terminate the arrangements; and (4) the Bank does not adopt a
new arrangement that would be aggregated with the Agreement under Treasury
Regulation §1.409A-1(c) if the Executive participated in both
arrangements, at any time within three years following the date the Bank
takes all necessary action to irrevocably terminate the Agreement;
or
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(c)
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the
Agreement is terminated within 12 months of a corporate dissolution taxed
under Section 331 of the Code, or with the approval of a bankruptcy court
pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by
the Executive under the Agreement are included in the Executive’s gross
income in the later of (1) the calendar year in which the termination of
the Agreement occurs, or (2) the first calendar year in which the payment
is administratively practicable.”
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2. Effectiveness. This
Amendment shall be deemed effective as of the Effective Date, as if executed on
such date. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect and shall be otherwise
unaffected.
3. Governing
Law. This Amendment and the rights and obligations hereunder
shall be governed by and construed in accordance with the laws of the State of
Louisiana, except to the extent that the laws of the United States of America
are applicable.
4. Counterparts. This
Amendment may be executed in any number of counterparts, each of which shall for
all purposes be deemed an original, and all of which together shall constitute
but one and the same instrument.
[signature
page follows]
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IN WITNESS
WHEREOF, the Executive and a duly authorized representative of the Bank
have executed this Amendment effective as of the Effective
Date.
| EXECUTIVE |
HOME
BANK
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| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
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President
and Chief Executive Officer
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