FORM OF Amendment to the Employment Agreement (TARP)
Exhibit
10(q)
FORM
OF
Amendment
to
the
(TARP)
This
Amendment to the Employment Agreement is entered into as of [date], by and between ▇▇▇▇▇
Spring Bancorp, Inc., ▇▇▇▇▇ Spring Bank (collective referred to as the
“Employers” or individually as the “Bancorp” and “Bank,” respectively), and
[name] (the
“Officer”).
WHEREAS,
the Officer is currently employed as the [title] of the
Employer;
WHEREAS,
the Executive and the Employers previously entered into an Employment Agreement
dated [date] (the
“Employment Agreement”);
WHEREAS,
the Executive and the Employers desire to amend the Employment Agreement in such
a manner that the Employment Agreement not hinder the Employer’s ability to
participate in the Troubled Assets Relief Program (TARP), the Capital Purchase
Program (CPP) or any other program authorized by the Emergency Economic
Stabilization Act of 2008.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
the Employment Agreement as follows:
1.
A new Section 26 is added to the Employment Agreement to read as
follows:
26. Troubled
Assets Relief Program and Capital Purchase Program
(a) It
is intended that this Agreement and all other arrangements between the Employers
and the Officer (collectively, the “Compensation Arrangements ”), comply with
the terms of the Capital Purchase Program (CPP). During any time in which
the Employers participate in the CPP, to the extent that the Employers determine
that the terms of any Compensation Arrangement do not comply with the terms of
the CPP, such Compensation Arrangement shall be deemed amended to the minimum
extent necessary to comply with the terms of the CPP.
(b) Notwithstanding
any other provision of any Compensation Arrangement to the contrary, to the
extent the Officer is a “senior executive officers” (as such term is defined for
purposes of the CPP), the Employers will not make any payment to him in
connection with “an applicable severance from employment” (as such term is
defined for purposes of the CPP) to the extent the payment exceeds the golden
parachute payment limitations of the CPP. If the payments and
benefits provided under the Compensation Arrangements would exceed the golden
parachute limitations of the CPP, the payments and benefits shall be reduced or
revised, in the manner determined by the Officer (subject to the next sentence),
by the amount, if any, which is the minimum necessary to result in no portion of
the payments and benefits exceeding the limitations. The Bancorp’s
independent public accountants will determine the extent of any reduction in the
payments and benefits to be made pursuant to this Section 26; the Bancorp will
pay for the accountant’s services.
(c) This
provision shall expire and have no effect at such time the Employers and the
Officer are no longer subject to the restrictions imposed in connection with
participating in the CPP.
2. Except
as expressly provided herein, the terms and conditions of the Employment
Agreement shall remain in full force and effect and shall be binding on the
parties hereto until the expiration of the term of the Agreement.
3. Effectiveness
of this Amendment to the Employment Agreement shall be conditioned upon approval
by Employers’ Boards of Directors (or the appropriate committees thereof), and
this Amendment to the Employment Agreement shall become effective on the later
of date of such approval and execution by both parties hereto (the “Effective
Date”).
[signature
page follows]
IN WITNESS WHEREOF, the parties have
duly executed and delivered this Amendment to the Employment Agreement, or have
caused this Amendment to the Employment Agreement to be duly executed and
delivered in their name and on their behalf, as of the day and year first above
written.
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SPRING BANCORP, INC.
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By:
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Title:
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▇▇▇▇▇
SPRING BANK
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By:
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Title:
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OFFICER
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Name
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