EXHIBIT 10.1
AMENDMENT NO. 1 TO
TD BANKNORTH INC.
1996 EQUITY INCENTIVE PLAN
THIS AMENDMENT NO.
1 (this “Amendment”) to the TD Banknorth Inc. 1996
Equity Incentive Plan, as amended as of October 22, 2002 (the
“1996 Plan”) is made and entered into effective as of
March 22, 2005 by TD Banknorth Inc. (the
“Company”).
RECITALS:
A. The
Company is the successor to Banknorth Group, Inc. and is currently
a majority-owned subsidiary of The Toronto-Dominion Bank
(“TD”).
B. The
Company desires to revise the definition of “Change in
Control” contained in Section 2 of the Plan to be
consistent with the definition to be used in the amended and
restated 2003 Equity Incentive Plan, which revised definition is
consistent with recently-enacted Section 409A of the Internal
Revenue Code of 1986, as amended (the
“Code”).
C. The
Company desires to amend the Plan to reflect the Company’s
new name.
NOW, THEREFORE, in
consideration of the foregoing, the Company hereby amends the Plan
as follows:
1. All
references in the Plan to “Banknorth Group, Inc.” are
hereby changed to “TD Banknorth Inc.”
2. The
definition of
