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AMENDMENT #1 TO THE
ROBERT FARR
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT (this “Amendment”), is made and
entered into as of December 29, 2008 by and between BANK OF
BIRMINGHAM. , a Michigan state bank (the “Bank”)
and ROBERT FARR , (the “Executive”).
WHEREAS , the Executive serves as President and Chief
Executive Officer of the Bank, a subsidiary of Birmingham
Bloomfield Bancshares, Inc., (the “Company”);
and
WHEREAS , the Bank and the Executive have previously entered
into an Executive Employment Agreement dated June 28, 2007
(the “Agreement”) and wish to amend the Agreement to
satisfy the requirements of Section 409A of the Internal
Revenue Code; and
WHEREAS , except as otherwise provided in this Amendment,
the Agreement shall continue in full force and effect.
NOW, THEREFORE, in consideration of the premises and of the
covenants herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Bank
and the Executive agree to amend the Agreement as
follows:
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1.
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The
following sentence is added to the end of Paragraph 4 of the
Agreement:
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Reimbursement under this
Paragraph 4 shall be made in accordance with the Bank’s
expense reimbursement policies, but in no event later than the last
day of the calendar year following the calendar year in which the
expenses are incurred. Reimbursement under this Paragraph 4
shall not affect the expenses eligible for reimbursement in any
other calendar year and cannot be liquidated or exchanged for any
other benefit.
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2.
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The
second paragraph of Paragraph 31 is amended as
follows:
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In the event that
Executive is terminated by the Bank within sixty (60) days
following such Change of Control for any reason other than for Good
Cause, Executive shall be entitled to receive as severance the lump
sum amount determined pursuant to Paragraph 32 upon written
notice to the Bank, in which case the severance provisions of
Paragraph 34 shall not apply.
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3.
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Paragraph 32 is amended as
follows:
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32. In the event
that termination of this Agreement is based upon the Change in
Control, the Bank shall pay to the Executive a cash lump sum
payment equal to 199% of his Base Amount as defined in section
280G(b)(3) of the Internal Revenue Code of 1986, as amended
(“Code”) within thirty (30) days of such
notice.
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