AMENDMENT #1 TO THE
PSB Group, Inc.
Peoples State Bank
Michael J. Tierney Employment
Agreement
THIS
AMENDMENT (the
“Amendment”), is made and entered into as of December
31, 2008 by and between PSB Group, Inc. (the
“Company”), Peoples State Bank (the “Bank”)
and Michael J. Tierney (the “Executive”).
WHEREAS, the
Executive serves as President and Chief Executive Officer of the
Company and President and Chief Executive Officer of the Bank
pursuant to the terms of an employment agreement dated July 5,
2006 (the “Agreement”); and
WHEREAS, the
Company, the Bank, and the Executive wish to amend the Agreement to
satisfy the requirements of Section 409A of the Internal
Revenue Code, and to eliminate provisions of the Agreement that
pertain only to compensation or benefits that have already been
paid; 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
Company, the Bank and the Executive agree to amend the Agreement as
follows:
1.
Section 8 of the Agreement is amended to provide as
follows:
During the Term
of this Agreement, Executive shall be entitled to receive prompt
reimbursement of all reasonable expenses incurred (in accordance
with the policies and procedures of the Company and the Bank) in
performing services under this Agreement, provided that Executive
properly accounts for expenses in accordance with the policies of
the Company and the Bank. Upon approval by the Company and the
Bank, Executive’s requests for reimbursement shall be paid to
Executive on or before March 15 of the calendar year following
the calendar year in which the expense was incurred.
2. Section 9(f)
of the Agreement is to provide as follows:
(f)
Conferences and Continuing Education . Executive
shall be permitted to attend appropriate banking conventions and
professional development meetings necessary to keep Executive
abreast of developments in the industry. All reasonable expenses of
attending such meetings, including the attendance by
Executive’s spouse, shall be at the expense of the Company.
Upon approval by the Company and the Bank, Executive’s
requests for reimbursement shall be paid to Executive on or before
March 15 of the calendar year following the calendar year in
which the expense was incurred.
3.
Section 12(c)(i) of the Agreement is amended to provide as
follows:
If, as a result of
Executive’s incapacity, due to physical or mental illness
rendering him unable to perform the duties required of him under
this Agreement for a period of 90 days in a 120-day period due
to the Executive’s Disability, and within thirty
(30) days after written notice of potential termination is
given, he shall not have returned to the full-time performance of
his duties, the Company may terminate Executive’s employment.
For purposes of this Agreement, the term “Disability”
shall mean an inability 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
12 months or is by reason of any medically determinable
physical or mental impairment which can be expected to last for a
continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months
under an accident and health plan covering employees of the
Company. Medical determination of Disability may be made by either
the Social Security Administration or by the provider of an
accident or hea
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