WHEREAS, The Home
Savings and Loan Company of Youngstown, Ohio (the
“Company”) previously entered into an Employment
Agreement with Douglas M. McKay (the “Executive”)
effective as of December 31, 2004 (the
“Agreement”); and
WHEREAS, the
Company and the Executive recognize certain aspects of the terms
and conditions of the employment relationship between the Company
and the Executive are subject to certain requirements of
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Section 409A Requirements”) which, among
other things, necessitate specific documentation of compliance with
such requirements; and
WHEREAS, the
Company is subject to certain regulatory requirements and
restrictions which may impact or interact with its ability to
implement changes to the Agreement (the “Regulatory
Restrictions”); and
WHEREAS, the
Company and the Executive desire to amend the Agreement to comply
with the Section 409A Requirements to avoid potential adverse
tax consequences to the Executive, recognizing the potential
applicability of the Regulatory Restrictions:
NOW, THEREFORE,
effective January, 1, 2009, the Agreement is amended as
follows:
1. A new
Subsection 7(e) is added as follows:
“(e) In
the event and to the extent the terms and conditions of this
Agreement are subject to regulatory approval and/or may be
nullified or rendered inoperative or inapplicable by operation of
applicable law, the Agreement shall be effective only to extent
permissible under such regulatory and/or other legal requirements,
but to the fullest extent as may be permissible
thereunder.”
2. A new
Section 21 is added to the end of the Agreement as
follows:
“21. Code
Section 409A Requirements.
(a) Specified
Employee Restrictions. Anything contained in the preceding
provisions of this Agreement to the contrary notwithstanding, any
payments otherwise payable to or with respect to a Specified
Employee (as hereinafter defined) shall not be paid to or
with respect to a Specified Employee until at least six
(6) months after such Specified Employee’s Separation
from Service (as hereinafter defined); provided, however, that, if
such Separation from Service is an &
