Exhibit 10.16
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 Scott Nogles (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
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merger or combination of the Association into Valley
Bank or any of its affiliates, or any other type
of corporate reorganization
involving the Association
