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SECOND AMENDMENT TO
CHANGE OF CONTROL AGREEMENT
THIS FIRST
AMENDMENT to the Change of Control agreement dated as of
November 14, 2008 (“Agreement”) by and between
Camco Financial Corporation, a Delaware [corporation]
(“Camco”), and
(“Employee”).
WHEREAS, Camco and
the Employee previously entered into the Agreement for the purposes
described therein; and
WHEREAS, Camco and
the Employee desire to amend the Agreement as set forth herein for
the purpose of complying with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in
consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Camco and the Employee agree as
follows:
1.
Section 2(a)(i) of the Agreement is hereby deleted in its
entirety and the following shall be substituted
therefor:
(i) Camco
shall promptly, but in no event more than 60 days following
the Employee’s date of termination, pay to the Employee or to
his beneficiaries, dependents or estate an amount equal to one
(___) times the Employee’s annual compensation as most
recently set prior to the occurrence of the Change of
Control.
2.
Section 2(a)(ii) of the Agreement is hereby amended by adding
the following to the end thereof:
Notwithstanding
the foregoing, any amounts or benefits that will be paid or
provided under this Section 2(a)(ii) after completion of the
time period described in Treasury Regulation
§1.409A-1(b)(9)(v)(B) shall be subject to the following
requirements: (i) the amount of expenses eligible for
reimbursement or benefits provided during any taxable year of the
Employee may not affect the expenses eligible for reimbursement or
benefits to be provided in any other taxable year of the Employee;
(ii) any reimbursement of an eligible expense shall be made on
or before the last day of the taxable year of the Employee
following the taxable year of the Employee in which the expense was
incurred; and (iii) the right to such reimbursement or benefit
may not be subject to liquidation or exchange for another
benefit.
3.
Section 2 of the Agreement is hereby amended by adding the
following to the end thereof:
For purposes of
this Agreement, any reference to the Employee’s
“termination” or “termination of
employment” shall mean the Employee’s “separation
from service”, within the meaning of Section 409A of the
Internal Revenue Code of 1986, as ame
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