AMENDMENT
TO
EMPLOYMENT AGREEMENT
BY AND BETWEEN
FRANKLIN SAVINGS AND LOAN COMPANY
AND
DANIEL T. VOELPEL
This
Amendment (this “Amendment”) to the Employment
Agreement (“Agreement”) by and between Franklin Savings
and Loan Company (“Employer”) and Daniel T. Voelpel
(“Employee”), effective as of July 1, 2006, is
effective as of the 30 th
day of
December, 2008.
WHEREAS,
the Employer and the Employee previously entered into the Agreement
with a term ending on July 1, 2011, as extended by the
Employer pursuant to an Employment Agreement Extension effective
March 31, 2008; and
WHEREAS,
the Employer and the Employee desire to amend the Agreement to
comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended, effective as of the date first
set forth above.
NOW,
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Employer and the Employee hereby agree as
follows:
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1.
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Section 4(a)(i) of the
Agreement is hereby deleted in its entirety and replaced with the
following:
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(i) The
Employer shall promptly, but in no event later than 60 days
following the Employee’s termination, pay to the Employee or
to his beneficiaries, dependents or estate an amount equal to three
times the Employee’s “average annual
compensation” as such term is defined in Section 280G of
the Internal Revenue Code of 1986, as amended
(“Code”).
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2.
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Section 4(b) of the Agreement
is hereby deleted in its entirety and replaced with the
following:
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(b) Termination
without Change of Control. In the event that the Employer
terminates the employment of the Employee for any reason other than
Just Cause, and the termination is not in connection with a Change
of Control pursuant to Section 4(a) of this Agreement, the Employer
shall be obligated to continue to (i) pay on a monthly basis
to the Employee, his designated beneficiaries or his estate, his
annual salary provided pursuant to Section 3(a) of this Agreement
as of the date of termination for a period of 12 months
(provided, however, that the amount
so payable
shall not exceed the lesser of (a) two times the
Employee’s annualized compensation or (b) two times the
maximum amount that may be taken into account under a qualified
plan pursuant to Section 401(a)(17) of the Code for the year
in which the Employee terminates); and (ii) provide to the
Employee, his eligible dependents and beneficiaries, at the
Employer’s expense, group health benefits, hospitalization
and disability benefits substantially equal to those being provided
to the Employee at the date of termination of his employ
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