Exhibit 10
AMENDMENT NUMBER
ONE
AMENDED AND RESTATED SEVERANCE
AGREEMENT
WHEREAS, Patapsco Bank (the
“Bank”) and [name] (the “Employee”)
entered into an amended and restated severance agreement on
[date] (the “Agreement”); and
WHEREAS, the Bank and the Employee
desire to amend the Agreement in order for it to conform to the
requirements of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), and the relations and
guidance issued with respect to Section 409A of the
Code.
NOW, THEREFORE, it is AGREED that
effective as of [date] the Agreement is amended as
follows:
Section 1(b) of the Agreement
shall be deleted and replaced in its entirety with the following
new Section 1(b):
“(b) Change in Control;
Termination for Good Reason . Notwithstanding any other
provision of this Agreement to the contrary, with advance written
notice to the Bank as provided for below, the Employee may
terminate his employment under this Agreement for Good Reason
within twenty-four (24) months of a Change in Control (as defined
in paragraph (a)(4) of this Section 1, and the Employee shall
thereupon be entitled to receive the payment described in Sections
1(a)(1) and 1(a)(2) of this Agreement. For purposes of this
Agreement, a voluntary termination by the Employee shall be
considered a termination with Good Reason if the conditions stated
in both clauses (1) and (2) are
satisfied—
(1) a voluntary termination by the
Employee shall be considered a voluntary termination with Good
Reason if any of the following occur without the Employee’s
advance written consent, and the term Good Reason shall mean the
occurrence of any of the following without the Employee’s
advance written consent—
(i) a material diminution of the
Employee’s base compensation,
(ii) a material diminution of the
Employee’s authority, duties, or responsibilities,
(iii) a material diminution in the
authority, duties, or responsibilities of the supervisor to whom
the Employee is required to report, or
(iv) a requirement that the Employee
move his personal residence of or perform his principal executive
functions by more than fifteen (15) linear miles from his
primary office.
(2) the Employee must give notice to
the Bank of the existen
