10.1. Form of Executive Change in Control Agreement
FIRST AMENDED & RESTATED
EXECUTIVE CHANGE IN CONTROL AGREEMENT
NOT TO BE CONSTRUED AS AN EMPLOYMENT AGREEMENT
THE FIRST NATIONAL BANK OF LITCHFIELD
FIRST LITCHFIELD FINANCIAL CORPORATION
13 North Street
Litchfield, Connecticut
WHEREAS, The First
National Bank of
Litchfield
(the "Bank") and
its
parent bank
holding company, First Litchfield Financial Corporation (the
"Holding Company"),
wish to continue to employ __________________________
("Employee"), of
___________________,
_________________, Connecticut, as
_____________ of the Bank.
WHEREAS, the Bank
and the Holding Company expect that Employee's
contributions and
knowledge will continue to be of significant benefit to the
future growth and success of the Bank;
WHEREAS, the Boards of
Directors of the Bank
and the Holding
Company
recognize that a
change in control of the Bank and/or the Holding Company may
occur and that the threat of such change in control may create
uncertainty
and
may result in the
distraction or departure of key personnel to the detriment of
the Bank and Holding Company and their stockholders;
WHEREAS, the Boards
have determined that
appropriate steps
should be
taken to reinforce and
encourage the continued dedication of members of the
Bank's management,
including Employee, to
their assigned duties in the face of
potential
circumstances
involving the possibility of such a change in control;
and
WHEREAS, the Bank, the Holding Company and the Employee have
previously
entered an Executive
Change in Control
Agreement dated May 26, 2006 wish to
enter this First
Amended and Restated
Executive Change in Control Agreement
(this "Agreement") to
reflect changes
required by Section 409A of the Internal
Revenue Code;
NOW THEREFORE,
in addition
to one dollar
($1.00) and other good
and
valuable consideration
paid by the Bank to
Employee and in order to induce
Employee to
continue employment with the Bank and to continue to perform
Employee's duties in a
manner which is in the best interests of the Bank,
the
Bank and Holding Company hereby agree to provide Employee with certain benefits
in the event
his/her employment with the Bank terminates or is reassigned
subsequent to a Change
in Control (as
defined in Section 2
hereof) under the
circumstances described below.
1. Term of Agreement;
Employment Status.
This Agreement shall take
effect when
signed by all
parties and shall remain in full force and
effect
until June 1,
2010. All employees of Bank and Holding Company, including
Employee, are employees at will. The terms of this Agreement,
therefore, do not
and are not intended
to create either an
express and/or
implied contract of
employment with the
Bank and/or the
Holding Company.
This Agreement simply
4
<PAGE>
provides certain
potential benefits to Employee in the event
that a Change in
Control, as hereinafter defined, occurs prior to June 1, 2010.
2. Change in Control.
No benefits shall be
payable hereunder
unless
prior to June 1, 2010
there shall
have been a Change in
Control as set
forth
below, and thereafter
within twenty-four
(24) months of such Change in Control
Employee's employment
with the Bank and/or its successor terminates or Employee
is reassigned
in accordance with Section 3, below. For purposes of this
Agreement, a
"Change in Control" shall mean a change in the ownership or
effective control of
the Bank or the Holding Company, or in the ownership of a
substantial portion of
the assets of the Bank or the Company and shall occur
upon the occurrence of any of the following:
(a) The date that any
one person,
or more than one person
acting as a group,
acquires ownership
of stock that,
together with
stock previously acquired, constitutes more than 50% of the
total fair
market value or total voting power of the stock of the Bank (other
than
by the Holding Company) or the Holding Company;
(b) The date that any
one person,
or more than one person
acting as a group,
acquires (or has acquired in the preceding 12-month
period) ownership of
stock possessing 50%
or more of the total voting
power of the Bank (other than by the Holding Company) or the Holding
Company;
(c) The date
that a majority of members of the Board of
Directors of the Bank
or the Holding Company
is replaced
during any
12-month period by
directors whose appointment or election was not
endorsed by a
majority of the members of the Board before the
appointment or election; or
(d) The date that any
one person,
or more than one person
acting as a group, acquires ownership (or has acquired in the
preceding
12-month period) of
assets from the of the Bank or the Holding Company
that have a total gross fair market value of 50% or more of the
total
gross fair market
value of all of the assets immediately before such
acquisition or
acquisitions.
Gross fair market
value of assets means
the fair value of the assets without regard to any liability
associated
with such assets.
With respect to the above description of a "Change in Control," all
terms shall
have the meaning set forth in defined in Section 409A of the
Internal Revenue Code and Treasury Reg. ss.409A-3(i)(5)
thereunder,
as amended
from time to time.
3. Termination
Following Change in Control. If any of the events
described in
Section 2 hereof
constituting
a Change in
Control shall have
occurred, Employee
shall be entitled to
the benefits
provided for in
Section
4(a) hereof upon the
Termination of Employment or Reassignment (as defined in
this Section 3) of Employee as a senior executive officer of the
Bank and/or its
successor as provided
in this Section 3, within twenty-four (24) months after
such event, unless
such Termination of
Employment or
Reassignment is : (i) by
any regulatory authority (acting with proper jurisdiction); or (ii)
by the Board
of Directors of the Bank or the Holding Company for cause; or (iii) because of
Employee's death,
retirement or
disability. Such
benefits shall be reduced by
the amount of any severance paid to Employee by the Bank or its
successor.
5
<PAGE>
(a) Retirement; Disability.
(i) Termination of
Employment by the Bank based on retirement
shall mean the
mandatory termination
of employment in accordance with the
retirement policy of the Bank, including (at Employee's sole
election and as set
forth in writing) early retirement, generally applicable to its salaried
employees or in accordance with any retirement arrangement established with
Employee's consent with respect to Employee.
(ii) Termination of Employment by the Bank based on disability
shall mean the
Employee (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be
expected to result in death or can be expected to last for a
continuous period of
not less than twelve
(12) months;
or (ii) is
receiving
income replacement benefits for a period of not less than three (3)
months under
an accident and health plan covering the employees of the Bank
by reason of any
medically determinable
physical or mental
impairment which can
be expected to
result in death or last for a continuous period of at least twelve (12)
months.
The Employee shall be
deemed disabled if
determined to be totally disabled by
the Social Security Administration.
(b) Notice
of Termination. The Bank agrees that in the event of a
Termination of
Employment
it will promptly furnish Employee with a written
Notice of Termination. Any purported Reassignment of Employee shall be
communicated by
written Notice of Termination to the Bank. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which
shall include the
specific termination provision in this Agreement relied upon and
shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of Employee's employment under the provision so
indicated.
(c) Date of Termination. "Date of Termination" shall mean the date on
which a Notice of Termination is given; provided that, if within five (5)
days
after any Notice of
Termination is given,
the party receiving such Notice of
Termination notifies
the other party that a dispute exists concerning the
termination, the Date
of Termination shal
