EMPLOYMENT AGREEMENT BETWEEN
CEDAR RAPIDS BANK AND TRUST COMPANY
AND LARRY HELLING
This Amendment (the “ Amendment
”) is made this 30th day of December, 2008 (the “
Effective Date ”) by and between Cedar Rapids Bank and
Trust Company (the “ Employer ”) and Larry
Helling (the “ Employee ”).
WHEREAS , the Employer and the Employee have entered
into that certain Employment Agreement dated January 1, 2004
(the “ Agreement ”);
WHEREAS , the Employer and the Employee desire to amend
certain provisions of the Agreement in order to bring such
provisions into compliance with the applicable provisions of
Section 409A of the Internal Revenue Code of 1986, as amended
(and guidance issued thereunder);
WHEREAS , pursuant to Section 14(e) of the Agreement,
the Agreement may be amended in writing with the signature of each
party; and
WHEREAS , the parties desire to amend the Agreement on
the terms hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the
sufficiency of which is agreed and acknowledged by the parties
hereto, effective as of the Effective Date, the Agreement be and is
hereby amended in the following particulars:
1. The
following sentence shall be added following the last sentence of
subsection 4(b):
“Payment of such Cash Bonus(es) will be
made as soon as practicable, but in no event later than two and
one-half (2 1 / 2
) months following the end of the
year in which earned.”
2. The last sentence of the first paragraph
of subsection 4(c)(i) shall be deleted and replaced with the
following:
“The incentive amount payable hereunder
shall be paid within two and one-half (2 1 / 2
) months after the end of such
year.”
3. The
following sentence shall be added following the last sentence of
subsection 4(e)(2):
“Such reimbursement payments will be made
as soon as practicable, but in no event later than two and one-half
(2 1
/ 2 ) months
following the end of the year in which the corresponding expenses
are incurred.”
4. The
penultimate sentence in Section 6 shall be deleted and
replaced with the following:
“‘ Disability ’ for the
purposes of this Agreement shall mean that (i) the Employee is
unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, or
(ii) the Employee is, by reason of any medically determinable
physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not
less than twelve (12) months, receiving income replacement
benefits for a period of not less than three (3) months under
an accident and health plan covering employees of the
Employer.”
5. The following sentence shall be added as
an introductory paragraph in Section 10, before subsection
(a):
“Employee’s employment during the
term of this Agreement may be terminated by the Employer or
Employee without any breach of this Agreement only under the
circumstances described in this Section 10 (where such
termination constitutes a “separation from service”
pursuant to Code Section 409A), other than the termination of
this Agreement pursuant to Sections 6 and 7.”
6. The second
sentence of subsection 10(a) shall be deleted and replaced with the
following:
“Such payment will be made in a lump sum
within fifteen (15) days of termination.”
7. The
following sentence shall be added following the first sentence of
subsection 10(b):
“Such amounts shall be paid to the
Employee in accordance with the Employer’s regular payroll on
the next regular payroll date following the Employee’s
voluntary termination or termination for Cause.”
8. The
following sentence shall be added following the first sentence of
subsection 10(c)(4):
“Such grossing-up payment shall be made
with or following the payment under to this Agreement which
constitutes an Excess Parachu
