EXHIBIT 10.29
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment to the Employment Agreement ("Agreement")
made and entered into as of April 22, 2002, between Carver Federal Savings Bank
("Bank") and Catherine A. Papayiannis, an individual residing at 204 Battery
Avenue, Brooklyn, New York 11209 ("Executive") is made and entered into as of
May 27, 2004.
WITNESSETH
WHEREAS, the Bank and Executive have entered into the
Agreement for purposes of setting forth the terms and conditions of Executive's
employment; and
WHEREAS, the Bank and Carver Bancorp, Inc. ("Company") feel
that it is in the best interests of the Bank, the Company and their shareholders
to establish a working environment for Executive which minimizes the personal
distractions that might result from possible business combinations in which the
Company or the Bank might be involved.
NOW, THEREFORE, the Bank and Executive hereby agree to amend
the Agreement, effective as of the date hereof, as follows:
1. Subsections (c), (d) and (e) of Section 11 of the Agreement
shall be amended in their entirety to read as follows:
(c) continued group life, health (including
hospitalization, medical and major medical), dental, accident and long
term disability insurance benefits and after taking into account the
coverage provided by any subsequent employer, if and to the extent
necessary to provide coverage for Executive and her family for a period
of one year (two years if the termination of employment occurs
following a Change in Control); and
(d) within thirty (30) days following her termination
of employment with the Bank, a lump sum payment in an amount equal to
one year's (two years if the termination of employment occurs following
a Change in Control) base salary as in effect at that time;
(e) an amount equal to the Incentive Compensation
Award during any full fiscal year remaining in the term of the
Agreement; PROVIDED, HOWEVER, that if the termination occurs following
a Change of Control, an amount equal to two times the highest Incentive
Compensation Award during any full fiscal year during the term of the
Agreement; in either event, such payment to be made within thirty (30)
days following Executive's termination of employment;
2. Subsection 11(h) of the Agreement shall be amended by
deleting the last sentence thereof and substituting the following:
The Bank and the Executive agree that the payments provided for in this
Agreement are in lieu of any severance payments on a change of control
which may be provided to employees of the Bank or Carver Bancorp, Inc.
under the Carver Severance Plan or any other severance plan or through
any other arrangement or plan of the Bank or Carver Bancorp, Inc. and
the Executive hereby waives any and all rights to benefits, payments or
amounts under any such plan or arrangement. If the aggregate amount
payable to Executive in the nature of compensation that constitute
parachute payments within the meaning of Section 280G of the Code is
such that an excise tax under Section 4999 of the Code (the "Excise
Tax") would be due and if the amount by which such parachute payments
would have to be reduced to avoid the imposition of the Excise Tax is
less than or equal to the amount of the Excise Tax due in the absence
of such reduction, then the aggregate amount payable to Executive will
be reduced by the amount necessary to avoid the imposition of the
Excise Tax. The determination of whether any of the payments and
benefits will trigger the Excise Tax, the amount of the Excise Tax and
the reduction necessary to avoid the Excise Tax shall be made as of the
Closing Date by the Bank's regular tax advisors. If such determination
results in a requirement that Executive's payments be limited,
Executive shall have the right, by written notice to the Bank, to
specify which payments and benefits shall be reduced.
3. GUARANTEE. Carver Bancorp, Inc. hereby agrees to guarantee
the payment by the Bank of any benefits and compensation to which the Executive
is or may be entitled to and which may not be paid by the Bank under section
27(a) of the Agreement.
4. CONTINUED FORCE AND EFFECT. Except as set forth in this
First Amendment, all other terms, covenants and conditions of the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the Bank has caused this First Amendment
to be executed and the Executive has hereunto set her hand, all as of the day
and year first above written.
/s/ Catherine A. Papayiannis
CATHERINE A. PAPAYIANNIS
ATTEST: CARVER FEDERAL SAVINGS BANK
By /s/ Linda J. Dunn By /s/ Deborah C. Wright
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Secretary NAME: Deborah C. Wright
TITLE: President & CEO
2
[Seal]
ATTEST: CARVER BANCORP, INC.
By /s/ Linda J. Dunn By /s/ Deborah C. Wright
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Secretary NAME: Deborah C. Wright
TITLE: President & CEO
[Seal]