Exhibit 10.3
BANCTRUST FINANCIAL
GROUP, INC.
AMENDMENT TO CHANGE
IN CONTROL COMPENSATION AGREEMENT
This Amendment to Change in Control Compensation Agreement (this
"Amendment") is made and entered into as of the 11 th
day of September, 2009, by and among BancTrust Financial Group,
Inc., an Alabama corporation having its principal place of business
in Mobile, Alabama ("BancTrust"), BankTrust, an Alabama banking
corporation and wholly-owned subsidiary of BancTrust ("BankTrust"
and together with BancTrust the "Company"), and Michael D. Fitzhugh
(the "Executive").
RECITALS
:
- The Company and the Executive are Parties to
that certain Change in Control Compensation Agreement dated as of
the 1st day of January, 2009 (the "Agreement").
- The Company is a participant in the TARP
Capital Purchase Program (the "Capital Purchase Program") of the
United States Treasury (the "Treasury") and, as such, is subject to
limitations regarding executive compensation practices; and the
Company may be prohibited by law from making payments or providing
benefits to Executive under the Agreement.
- The Company has requested that the Executive
execute and deliver this Amendment to acknowledge the restrictions
applicable to participants in the Capital Purchase Program and to
excuse the Company from performing its obligations hereunder in the
event that it is prohibited by law from doing so.
- The Executive is willing to execute and
deliver this Amendment in order to induce the Company not to
exercise its right under the Agreement to terminate the
Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals and the
mutual covenants and agreements of the parties contained herein and
in the Agreement, as amended hereby, the Company and the Executive
do hereby amend the Agreement as follows:
-
- The introductory paragraph to Section 2 of
the Agreement is deleted in its entirety and replaced with the
following:
2. Termination Following Change
in Control . Except as provided in Section 4 and Section
11, the Company will provide or cause to be provided to Executive
the rights and benefits described in Section 3 in the event that
Executive's employment is terminated at any time within two years
following a Change in Control (as such term is defined in this
Section 2) under the circumstances stated in (a) or (b) below:
-
- Section 3(e) of the Agreement shall be
deleted in its entirety and replaced with the following:
(e) Substantial Risks of
Forfeiture . Executive understands that any rights and
benefits provided to him pursuant to this Agreement are subject to
a substantial risk of fo
