CHANGE IN CONTROL SEVERANCE AGREEMENT
-------------------------------------
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into
this 19th day of September 2000 ("Effective
Date"), by and between
BUCS Federal
(the "Savings Bank") and Debra J. Vinson
(the "Employee").
WHEREAS, the Employee is currently employed by the Savings Bank as
Vice
President, Member Services, 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, Member Services, of the Savings
Bank. The Employee shall render such
administrative and management service to the Savings Bank and
any to-be-formed
parent savings and loan holding company
("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) and the costs
associated
with maintaining coverage
under the Savings Bank's medical and
dental
1
<PAGE>
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 control of voting
proxies whether related to stockholders
or mutual members by any person, other than the Board of Directors of the
Savings Bank, to direct more than 25% of
the outstanding
votes of the
Savings
Bank, the control of the election of a
majority of the Savings Bank's directors,
or the exercise of a controlling
influence over the management or policies of
the Savings Bank by any person or by persons acting as a group within the
meaning of Section 13(d) of the Exchange Act, (ii) an event whereby the OTS,
FDIC or any other department, agency or quasi-agency of the
federal government
cause or bring about, without the consent of the Savings
Bank, a change in
the
corporate structure or organization of the
Savings Bank; (iii) an event whereby
the OTS, FDIC or any other agency or quasi-agency of the federal government
cause or bring about, without the consent of the Savings
Bank, a taxation or
involuntary distribution of retained earnings or proceeds from the sale of
securities to depositors, borrowers, any government agency or organization or
civic or charitable organization; or (iv) a
merger or other business combination
between the Savings Bank and another
corporate entity whereby the Savings
Bank
is not the surviving entity. In the event
that the Savings Bank shall convert in
the future from mutual-to-stock form, the term "Change in Control" shall
also
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 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
2
&l
