Exhibit 10.52
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT DATED FEBRUARY 8, 2006
WITH JAY FRITZ
This Amendment No. 1 by and
between Midwest Banc Holdings, Inc. (the “Employer”)
and Jay Fritz (the “Employee”), dated effective as of
March 12, 2008.
R
E C I T A L S
A. The Employer (who acquired
Royal American Corporation on July 1, 2006) and the Employee
are parties to an Employment Agreement entered into as of
June 15, 2004 and amended and restated effective
February 8, 2006 (the “Agreement”) governing the
terms and conditions of Employee’s employment with the
Employer.
B. The Employer and the Employee
desire to amend certain provisions to the Agreement to comply with
Section 409A of the Internal Revenue Code and the Treasury
regulations thereunder.
NOW
THEREFORE, the parties agree as follows:
1. Paragraph A of
Section 5 of the Agreement is amended in its entirety to read
as follows, effective January 1, 2008:
A. Termination By Employer. In
the event that the Employee’s employment is terminated by the
Employer prior to November 1, 2010, unless such termination by
the Employer is for Due Cause (as defined in paragraph B), the
Employee shall continue to receive the compensation and benefits as
provided in Section 3 and 4 of the Agreement for three
(3) years, without regard to Employee’s continued
service. The schedule for the time of the salary payments will be
the same schedule as the time for receiving salary payments during
the period of the Employee’s employment. Similarly, the form
of the payment shall be the same form as the Employee was receiving
during the period of the Employee’s employment. The schedule
for the time and form of payment are fixed as provided herein and
may not be modified by the Employee or the Employer without
compliance with Section 409A of the Internal Revenue Code (the
“Code”). All other rights and benefits that the
Employee may have under any benefit plans or programs of the
Employer shall be determined in accordance with the terms and
conditions of such plans or programs based upon the date of the
Employee’s actual termination of employment with the
Employer.
2. Paragraph C of
Section 5 of the Agreement is amended in its entirety to read
as follows, effective January 1, 2008:
C. Disability. In the event
the Employee suffers from a “Disability” (as
hereinafter defined), the Employee’s employment with Employer
shall terminate on the date on which the Disability occurs, but the
Employee shall
continue to
receive the Base Salary for a period of ninety (90) days from
the date of termination and Employer-paid health insurance coverage
as described in Section 1 above for the Employee and his spouse (if
the Employee is married on the date of termination) until the
Employee and his spouse reach age sixty-five (65) or such
later age as necessary for Medicare eligibility. The schedule for
the time of the salary payments and the in-kind health insurance
coverage will be the same schedule as the time for receiving salary
payments and the in-kind health insurance coverage during the
period of the Employee’s employment. Similarly, the form of
the payment shall be the same form as the Employee was receiving
during the period of the Employee’s employment. The schedule
for the time and form of payment are fixed as provided herein and
may not be modified by the Employee or the Employer without
compliance with Section 409A of the Code. In no event may the
Employer substitute cash or cash equivalents for the Employer-paid
health insurance coverage. All other rights and benefits that the
Employee may have under any benefit plans or programs of the
Employer shall be determined in accordance with the terms and
conditions of such plans or programs based upon the date of the
Employee’s actual termination of employment with the
Employer. For purposes of this Agreement, “Disability”
shall mean the inability or incapacity (by reason of a medically
determinable physical or mental impairment) of the Employee to
perform the duties and responsibilities related to the job or
position with the Employer described in Section 2 of this
Agreement for a period that lasts, or can reasonably be expected to
last, more than 180 days. Such inability or incapacity shall
be documented to the reasonable satisfaction of the Employer by the
appropriate correspondence from registered physicians reasonably
satisfactory to the Employer, and the Employee agrees to submit to
an examination by the Employer’s physicians for the purpose
of making such determination.
3. Paragraph D of
Section 5 of the Agreement is amended in its entirety to read
as follows, effective January 1, 2008:
D. Death. In the event of the
death of the Employee, the Employee’s employment with
Employer shall terminate on the date on the date of death. The
estate or named beneficiary of the Employee shall continue to
receive the Base Salary for a period of ninety (90) days from
the date of termination. If the Employee is married at the date of
termination, the Employee’s spouse shall receive
Employer-paid health insurance coverage to be determined by the
Employer until the spouse remarries or reaches age sixty-five
(65) or such later age as necessary for Medicare eligibility.
The schedule for the time of the salary payments and the in-kind
health insurance coverage will be the same schedule as the time for
receiving salary payments and the in-kind health insurance coverage
during the period of the Employee’s employment. Similarly,
the form of the payment shall be the same form as the Employee was
receiving during the period of the Employee’s employment. The
schedule for the time and form of payment are fixed as provided
herein and may not be modified by the Employee or the Employer
without compliance with Section 409A of the Internal Revenue
Code (the “Code”). In no event may the Employer
substitute cash or cash equivalents for the Employer-paid health
insurance coverage. All other rights and benefits
2
