Exhibit 10.12
FIRST AMENDMENT TO
DEFERRED COMPENSATION
AGREEMENT
First Amendment, dated as of
September 23, 2008 (the “Amendment”), to the Deferred
Compensation Agreement, dated as of February 27, 1979 (as
amended, the “Deferred Compensation Agreement”), by and
among The LaPorte Savings Bank (the “Bank”) and Lee A.
Brady (the “Employee”). Capitalized terms which are not
defined herein shall have the same meaning as set forth in the
Deferred Compensation Agreement.
W I T N E S S E T H:
WHEREAS, the parties desire to amend
the Deferred Compensation Agreement to comply with the final
regulations issued in April 2007 by the Internal Revenue Service
under Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”);
NOW, THEREFORE, in consideration of
the premises, the mutual agreements herein set forth and such other
consideration the sufficiency of which is hereby acknowledged, the
Bank and the Employee hereby agree as follows:
Section 1. New
Section 1(a) of the Deferred Compensation Agreement . A
new Section 1(a) is hereby added to read in its entirety as
follows:
“(a) Specified Employee means
an employee who at the time of Retirement is a key employee of the
Bank, if any stock of LaPorte Bancorp, Inc. is publicly traded on
an established securities market or otherwise. For purposes of this
Deferred Compensation Agreement, the Employee is a key employee if
the Employee meets the requirements of Code
Section 416(i)(1)(A)(i), (ii), or (iii) (applied in
accordance with the regulations thereunder and disregarding section
416(i)(5)) at any time during the 12-month period ending on
December 31 (the “identification period”). If the
Employee is a key employee during an identification period, the
Employee is treated as a key employee for purposes of this Deferred
Compensation Agreement during the twelve (12) month period
that begins on the first day of April following the close of the
identification period.”
Section 2. New
Section 1(b) of the Deferred Compensation Agreement . A
new Section 1(b) is hereby added to read in its entirety as
follows:
“(b) Retirement means
termination of the Employee’s employment with the Bank for
any reason other than death. Whether a Retirement has occurred is
determined based on whether the facts and circumstances indicate
that the Bank and the Employee reasonably anticipated that no
further services would be performed after a certain date or that
the level of bona fide services the Employee would perform after
such date (whether as an employee or as an independent contractor)
would permanently decrease to
