CHANGE IN CONTROL SEVERANCE AGREEMENT
-------------------------------------
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into
this 28th day of September 2002 ("Effective
Date"), by and between
BUCS Federal
Bank (the "Savings Bank") and Matthew J.
Ford (the "Employee").
WHEREAS, the Employee is currently employed by the Savings Bank as
Vice
President/Finance 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
Vice
President/Finance 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 under the Bank's 401(k) plan) (whether said amounts were
received or
deferred by the Employee)
1
<PAGE>
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 those
normally
