EXHIBIT 10.6
AMENDMENT TO FIRST BANK OF FLORIDA
EMPLOYMENT AGREEMENT
This Amendment is made effective as of April 21, 1998 by and between First Bank
of Florida (the "Association") and ___________ ("Executive"), amending that
certain Employment Agreement dated May 20, 1997 (the "Agreement").
In consideration of the mutual covenants, terms and conditions herein set forth,
the Agreement is amended, effective on the date hereof, as follows:
1) The following shall be added at the end of Section 8 of the Agreement:
"(c) If within fifteen (15) days after any Notice of Termination following
a Change of Control is given, or, if later, prior to the Date of
Termination (as determined without regard to this Section 8(c)), the party
receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, the Date of Termination shall be
extended until the earlier of (i) the date on which the term of this
Agreement ends or (ii) the date on which the dispute is finally resolved,
either by mutual written agreement of the parties or by a final judgment,
order or decree of an arbitrator or a court of competent jurisdiction
(which is not appealable or with respect to which the time for appeal
therefrom has expired and no appeal has been perfected); provided, however,
that the Date of Termination shall be extended by a notice of dispute given
by the Executive only if such notice is given in good faith and the
Executive pursues the resolution of such dispute with reasonable diligence.
(d) If a purported termination occurs following a Change of Control and
during the term of this Agreement and the Date of Termination is extended
in accordance with Section 8(c) hereof, the Association shall continue to
pay Executive the full compensation in effect when the notice giving rise
to the dispute was given (including, but not limited to, salary) and
continue Executive as a participant in all compensation, benfit and
insurance plans in which Executive was participating when the notice giving
rise to the dispute was given, until the Date of Termination, as determined
in accordance with Section 8(c) hereof. Amounts paid under this Section
8(d) are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement."
2) The following shall be added at the end of Section 4 of the Agreement:
"Executive shall not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise.
Further, except as expressly provided in Sections 4(b)(iii) and 5(c)(iii),
the amount of any payment or benefit provided for in this Agreement shall
not be reduced by any compensation earned or benefits received by Executive
as the result of employment by another employer, by retirement benefits, by
offset against any amount claimed to be owed by Executive to the
Association, or otherwise."
3) The following shall be added after the words "in accordance with this
Agreement" in Section 11 of the Agreement:
",as such Agreement may have been amended at any time on or before April
21, 1998,"
All other terms and conditions of the Agreement shall remain in full force and
effect.
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IN WITNESS WHEREOF, First Bank of Florida has caused this Amendment to be
executed by its duly authorized officer, and Executive has executed this
Amendment, as of the day and year first above written.
ATTEST: FIRST BANK OF FLORIDA
By:
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WITNESS
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Executive
As to the Guarantee:
ATTEST: FIRST PALM BEACH BANCORP., INC.
By:
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