Exhibit 10.15
FIRST AMENDMENT TO
THE
EMPLOYMENT
AGREEMENT
This First Amendment to the
Employment Agreement by and among First Security Group, Inc., a
Tennessee corporation having its principal offices in Chattanooga,
Tennessee (“First Security”) and _____________ (the
“Executive”), dated as of the 16th day of May, 2003
(“Agreement”).
W
I T N
E S S E T H
:
WHEREAS , First Security and the Executive have
previously entered into the Agreement;
WHEREAS, First Security and the Executive desire to amend
the Agreement to comply with the applicable provisions of
Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder, as well as to make
certain other technical changes;
NOW, THEREFORE
, in consideration of the premises
set forth above and the mutual agreement set forth herein, First
Security and the Executive hereby agree, effective as of the date
of the execution of this First Amendment, that the Agreement shall
be amended as herein provided:
1.
Section 5(f) of the Agreement
is amended to read as follows:
|
|
(f)
|
Termination
by Executive for Good Reason . The Executive may
terminate his employment with First Security for Good Reason. For
purposes of this Agreement, “Good Reason” shall mean
the Executive’s voluntary termination of employment after any
one or more of the following events, unless the Executive consents
to the event in writing delivered to the Chairman of the
Compensation Committee of the Board:
|
|
|
A.
|
a material
diminution in the Executive’s authority, duties, or
responsibilities, including a material diminution in the budget
over which the Executive retains authority;
|
|
|
B.
|
a material
diminution in the authority, duties, or responsibilities of the
supervisor to whom the Executive is required to report;
|
|
|
C.
|
a material diminution in the
Executive’s Annual Base Salary (as the same may be increased
from time to time), unless any change to any such Annual Base
Salary affects all of the individuals whose positions are
considered comparable to that of the Executive (for this purpose, a
ten percent (10%) or greater reduction in the
Executive’s Annual Base Salary shall be considered as
material,
|
|
|
and the position of chief
executive officer, chief financial officer, chief operating
officer, president of First Security, and president of a subsidiary
bank or any other subsidiary of First Security shall be considered
comparable positions);
|
|
|
D.
|
a material
change in geographic office location at which the Executive is
required to perform services (for this purpose, a change of 30
miles or more shall be considered as material); and
|
|
|
E.
|
any other
action or inaction that constitutes a material breach by First
Security or any Subsidiary of the terms of this
Agreement.
|
For purposes of this Section, the
Executive must provide the Chairman of the Compensation Committee
of the Board with written notice of the condition above within
ninety (90) days of its initial existence, and such condition
shall not constitute Good Reason in the event the condition is
remedied within thirty (30) days of such notice.
2.
The first paragraph of
Section 6 of the Agreement is amended to replace the phrase
“(as defined in Section 7)” with the phrase
“(as defined in Section 6(f)),” the current
Section 7(b) shall become Section 6(f), and a new
Section 6(f)(iii) shall be added to read as
follows:
|
|
(iii)
|
The definition
of Change in Control set forth in this Section 6(f) shall
apply to the Salary Continuation Agreement, or any successor
thereto, entered into by and between First Security and the
Executive.
|
3.
Section 6(c) of the Agreement
is amended to read as follows:
|
|
(c)
|
Medical Plan
Continuation . If, at the Termination
Date, the Executive participates in one or more health plans
maintained by First Security (which may include dental, vision, and
general health coverage), and the Executive is eligible for and
elects to receive continued coverage under such plan(s) in
accordance with the Consolidated Omnibus Budge Reconciliation Act
of 1985 (“COBRA”) or any successor law, First Security
shall reimburse the Executive during the 12-month period following
the Termination Date or, if shorter, the period of such actual
COBRA continuation coverage, the difference between the total
amount of the monthly COBRA premiums actually paid by the Executive
for such continued health plan benefits and the total monthly
amount of the premiums charged to employees of First Security for
the same health plan coverage. Such reimbursement obligation of
First Security shall terminate upon the earlier of (i) the
12-month period described above, or (ii) the date the
Executive becomes eligible for health coverage under a subsequent
employer’s plan without being subject to any
preexisting-condition
|
2
exclusion under that plan, which the
Executive shall promptly report to First Security.
4.
Section 7(a)(iii) of the
Agreement is amended to read as follows:
|
|
(iii)
|
Medical Plan
Continuation . If, Executive’s
employment is terminated by First Security without Cause or if
Executive terminates his employment by First Security for Good
Reason during the twelve (12) month period following a Change
in Control, at such time the Executive participates in one or more
health plans maintained by First Security (which may include
dental, vision, and general health coverage), and the Executive is
eligible for and elects to receive continued coverage under such
plan(s) in accordance with the Consolidated Omnibus Budge
Reconciliation Act of 1985 (“COBRA”) or any successor
law, First Security shall reimburse the Executive during the
12-month period following the Termination Date or, if shorter, the
period of such actual COBRA continuation coverage, the difference
between the total amount of the monthly COBRA premiums actually
paid by the Executive for such continued health plan benefits and
the total monthly amount of the premiums charged to employees of
First Security for the same health plan coverage. Such
reimbursement obligation of First Security shall terminate upon the
earlier of (i) the 12-month period described above, or
(ii) the date the Executive becomes eligible for health
coverage under a subsequent employer’s plan without being
subject to any preexisting-condition exclusion under that plan,
which the Executive shall promptly report to First
Security.
|
5.
A new Section 7(b) shall be
added to the Agreement (following the movement of the current
Section pursuant to Item 2 of this Amendment) to read as
follows:
|
|
(b)
|
Definitions . For purposes of
applying this Section, the following definitions shall
apply:
|
|
|
(i)
|
“
Change in Control ” means and includes the occurrence
of any one of the following events but shall specifically exclude a
Public Offering:
|
|
|
A.
|
during any twelve (12) month
period the individuals who are members of the Board of Directors of
First S
|
