Exhibit 10.14
FIRST AMENDMENT TO
AMENDED AND RESTATED CHANGE IN CONTROL
AGREEMENT
First Amendment, dated as of
November 12, 2008 (the “Amendment”), to the
Amended and Restated Change in Control Agreement, dated as of
February 12, 2007 (as amended, the “Agreement”),
by and among Enfield Federal Savings and Loan Association (the
“Association”) and John Parda (the
“Executive”). Capitalized terms which are not defined
herein shall have the same meaning as set forth in the
Agreement.
W I T N E S S E T H:
WHEREAS, the parties desires to
amend the Agreement to comply with the final regulations issued in
April 2007 by the Internal Revenue Service under Section 409A
of the Internal Revenue Code of 1986, as amended (the
“Code”); and
WHEREAS, pursuant to
Section 8(a) of the Agreement, the parties to the Agreement
desire to amend the Agreement;
NOW, THEREFORE, in consideration of
the premises, the mutual agreements herein set forth and such other
consideration the sufficiency of which is hereby acknowledged, the
Association and the Executive hereby amends the Agreement as
follows:
Section 1. References to
Enfield Federal Savings and Loan Association . All references
to Enfield Federal Savings and Loan Association in the Agreement
shall include any successor to the Association.
Section 2. Amendment to
Section 2(a) of the Agreement . Section 2(a) of the
Agreement is hereby amended to add the following immediately after
Section 2(a)(v):
“provided, however, that prior
to any termination of employment for Good Reason, the Executive
must first provide written notice to the Association (or its
successor in interest) within ninety (90) days following the
initial existence of the condition, describing the existence of
such condition, and the Association shall thereafter have the right
to remedy the condition within thirty (30) days of the date
the Association received the written notice from the Executive. If
the Association remedies the condition within such thirty
(30) day cure period, then no Good Reason shall be deemed to
exist with respect to such condition. If the Association does not
remedy the condition within such thirty (30) day cure period,
then the Executive may deliver a Notice of Termination for Good
Reason at any time within sixty (60) days following the
expiration of such cure period.”
Section 3. Amendment to
Section 2(b) of the Agreement . Section 2(b) of the
Agreement is hereby amended to add the following immediately after
Section 2(b)(iv):
“Notwithstanding anything in
this Agreement to the contrary, a merger or combination of the
Association with or into Valley Bank or any other affiliate of the
Company or a similar
merger or combination of the Association into
Valley Bank or any of its affiliates, or any other type of
corporate reorganization involving the Association or any other
affiliate of the Company shall not constitute a Change in Control
for purposes of this Agreement.”
Section 4. New
Section 2(d) of the Agreement . Section 2 of the
Agreement is hereby amended to add a new Section 2(d) to read
in its entirety as follows:
“(d) For purposes of this
Agreement, any termination of Executive’s e
