Exhibit 10.2
FORM OF
THE FIRST NATIONAL BANK OF LITCHFIELD
AMENDMENT TO
FIRST AMENDED AND RESTATED
EXECUTIVE INCENTIVE RETIREMENT AGREEMENT
THIS AMENDMENT (this "Amendment") to the FIRST AMENDMENT AND
RESTATEMENT to the EXECUTIVE INCENTIVE RETIREMENT AGREEMENT dated the 20th day
of November, 2008 (the "Agreement") is made this __th day of __________, 2009 by
and between The First National Bank of Litchfield, a national bank, located in
Litchfield, Connecticut, (the "Company"), and ________________ (the
"Executive").
WHEREAS, First Litchfield Financial Corporation, the holding company
for the Company (the "Holding Company") has participated in the Capital Purchase
Program of the Troubled Assets Relief Program ("TARP") of the United States
Department of the Treasury (the "Treasury");
WHEREAS, the American Recovery and Reinvestment Act of 2009 (the "2009
Act") amended Section 111 of the Emergency Economic Stabilization Act of 2008
(the "2008 Act") to provide that any "TARP recipient [is prohibited from] making
any golden parachute payment to [specified] officer[s] and ... employees of the
TARP recipient during the period in which any obligation arising from financial
assistance provided under the TARP remains outstanding";
WHEREAS, any payment under the Agreement could be a "golden parachute
payment" as defined in Section 111 of the 2009 Act;
WHEREAS, the Executive may presently be or in the future may be an
officer or employee to whom a golden parachute payment may be prohibited under
the 2009 Act; and
WHEREAS, the Holding Company and the Company and the Executive agree
that is in the best interests of the Holding Company and the Company for the
Corporation to be in compliance with Section 111 of the 2009 Act.
NOW THEREFORE, to further the above recited corporate objectives, and
for other good and valuable consideration, the receipt and adequacy of which
each party hereby acknowledges, the Company and the Executive agree to add
Section 10.13 to the Agreement as follows:
10.13. Compliance with Compensation Standards. Notwithstanding any
provision in the Agreement to the contrary, no payment shall be made pursuant to
the Agreement which, if made, would violate applicable provisions of the 2008
Act, the 2009 Act or compensation standards or regulations enacted by the
Treasury pursuant thereto. For purposes of the Agreement, the Executive shall be
deemed to be a person subject to Section 111 of the 2009 Act.
(Signatures on next page.)
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IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Amendment.
EXECUTIVE: COMPANY:
The First National Bank of Litchfield
___________________________ By ___________________________________
Title __________________________________
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