CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into
this ___ day of
________________, 2002
("Effective Date"), by and between BUCS
Federal Bank (the "Savings Bank") and William H. Howard (the
"Employee").
WHEREAS, the
Employee is
currently employed by the Savings
Bank as
Senior Vice President,
Commercial Banking and
is experienced in certain phases
of the business of the Savings Bank; and
WHEREAS, the parties desire by this writing to set forth the rights
and
responsibilities of
the Savings Bank and
Employee if the
Savings Bank
should
undergo a change in control (as defined hereinafter in the Agreement)
after the
Effective Date.
NOW,
THEREFORE, it is AGREED as follows:
1.
Employment. The
Employee is employed
in the capacity as
the
Senior Vice President,
Commercial
Banking of the Savings
Bank. The Employee
shall render such
administrative and management service to the Savings Bank and
to BUCS Financial
Corp, the parent savings and loan holding company of the Bank
("Parent") as are currently rendered and as are customarily
performed by persons
situated in a similar executive capacity. The Employee's other duties shall
be
such as the Board of Directors for the Savings Bank (the "Board of
Directors" or
"Board") may from time to time reasonably direct, including normal duties as an
officer of the Savings Bank and the Parent.
2. Term
of Agreement. The term of this Agreement shall be for the
period commencing
on the Effective Date and ending thirty-six (36) months
thereafter ("Term").
Additionally, on, or
before, each annual anniversary date
from the Effective
Date, the Term of this Agreement may be extended for an
additional period beyond the then effective expiration date upon a
determination
and resolution of the
Board of Directors
that the performance
of the Employee
has met the
requirements and
standards of the Board, and that the Term of such
Agreement shall be extended.
3.
Termination of Employment in Connection with or Subsequent to
a Change in Control.
(a)
Notwithstanding any
provision herein to the contrary, in the
event of the
involuntary
termination
of Employee's employment under this
Agreement, absent Just Cause, in connection with, or within 12
months after, any
Change in Control of
the Savings
Bank or Parent, Employee shall be paid an
amount equal to two (2) times the taxable compensation paid to the Employee by
the Bank and the Parent for the calendar year ending on or before
the Employee's
date of termination of employment with the Bank (including sums that may have
been deferred
1
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under the Bank's 401(k) plan) (whether said amounts were received
or deferred by
the Employee) and the
costs associated
with maintaining coverage under the
Savings Bank's medical and dental insurance reimbursement plans similar to
that
in effect on the date of termination of employment for a period of one and
one-half years thereafter. Said sum shall be paid in one (1)
lump sum not later
than the date of such
termination and
such payments shall be in lieu of any
other future payments which the Employee would be otherwise
entitled to receive.
Notwithstanding the
forgoing, all sums
payable hereunder
shall be reduced
in
such manner and to
such extent so that no such payments made hereunder when
aggregated with all
other payments
to be made to the
Employee by the
Savings
Bank or the Parent shall be deemed an "excess parachute payment" in accordance
with Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code")
and be subject to the excise tax provided at Section 4999(a) of the Code. The
term "Change in
Control" shall refer to: (i) the sale of all,
or a material
portion, of the assets
of the Savings Bank or
the Parent;
(ii) the merger or
recapitalization of
the Savings Bank or the Parent whereby the Savings Bank or
the Parent is not the surviving entity; (iii) a change in control
of the Company
or the Savings Bank or the Parent, as otherwise defined or determined by the
Office of Thrift
Supervision
or regulations promulgated by it; or (iv) the
acquisition, directly
or indirectly, of the
beneficial ownership
(within the
meaning of that term as it is used in Section 13(d) of the
Securities
Exchange
Act of 1934 and the rules and regulations promulgated thereunder)
of twenty-five
percent (25%) or more of the outstanding voting securities of the Savings Bank
or the Parent by any person, trust, entity or group. The term
"person" means an
individual other
than the Employee, or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship,
unincorporated
organization or any
other form of entity not specifically listed herein. The
provisions of this Section 3(a) shall survive the expiration of this Agreement
occurring after a Change in Control.
(b) Notwithstanding
any other provision of this Agreement to the
contrary except as
provided at Sections 4 and 5, Employee may voluntarily
terminate his
employment
under this
Agreement within 12 months following a
Change in Control of the Savings Bank or Parent, and upon the occurrence, or
within 120 days thereafter, of any of the following events,
which have not been
consented to in
advance by the
Employee in writing:
(i) if Employee would
be
required to move his
personal residence or perform his principal executive
functions more than thirty-five (35) miles from the Employee's
primary office as
of the signing of this Agreement; (ii) if in the organizational
structure of the
Savings Bank or
Parent, Employee
would be required to report to a person or
persons other than the
Board of the Savings Bank or Parent, or the President;
(iii) if the Savings Bank or Parent should fail to maintain the
Employee's base
compensation in effect
as of the date of the
Change in Control
and existing
employee benefits
plans, including
material fringe
benefit, stock option
and
retirement plans,
except to the extent
that such reduction in benefit programs
is part of an overall
adjustment in benefits
for all employees of
the Savings
Bank or Parent and does not disproportionately adversely impact the Employee;
(iv) if Employee would be assigned duties and responsibilities
other than t
