EXHIBIT 10.15
FIRST AMENDMENT
TO THE
RESTATED EXECUTIVE SERVICES AGREEMENT
This FIRST AMENDMENT TO THE RESTATED EXECUTIVE SERVICES AGREEMENT is
made as of January 1, 1998 by and among Essex Bancorp, Inc. ("Bancorp"), Essex
Savings Bank, FSB (the "Bank") and Essex Mortgage Corporation (collectively, the
"Employers") and Gene D. Ross ("Employee").
WITNESSETH:
WHEREAS, Employers and the Employee entered into a Restated Employment
Agreement dated as of January 1, 1998 (the "Employment Agreement"); and
WHEREAS, the Office of Thrift Supervision, Department of United States
Treasury ("OTS"), has reviewed the Employment Agreement and requested that
certain modifications be made to the Employment Agreement; and
WHEREAS, Employers and Employee desire to amend the Employment
Agreement to comply with the OTS request.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth below, and other good and valuable consideration, the receipt of which
is hereby acknowledged, the Employers and Employee agree to amend the Employment
Agreement as follows:
1. The last sentence of Section 3.1 is amended to read as follows:
In the event the Essex Employers decline or fail to renew this
Agreement upon expiration of its Initial Term or any annual
renewal term thereafter on the same terms or terms more
favorable to the Employee, Bancorp shall be deemed to have
terminated Employee without Cause.
2. Section 3.7(b) of the Agreement is amended to read as follows:
(b) In the event a Change in Control occurs prior to or on the
date of termination of this Agreement, the Employee thereafter
shall not be entitled to any severance payment under this
Agreement but shall instead be entitled to such benefits, if
any, as are provided under the Change in Control Agreement
dated as of January 1, 1998 by and between Essex Bancorp, Inc.
and Employee. For purposes of this Agreement, a "Change in
Control" shall occur if and only if after December 31, 1997 a
"person" or "group" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934), directly or
indirectly, first becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934) of
securities of Essex Bancorp, Inc. representing 25% or more of
the combined voting power of the then outstanding securities
of Essex Bancorp, Inc. Any provision herein to the contrary
notwithstanding, no Change in Control shall be deemed to occur
as a result of: (1) any transaction prior to January 1, 1998;
(2) any purchase, transfer, or other disposition of the Series
B and Series C preferred shares of Essex Bancorp, Inc.; or (3)
any exercise or conversion of warrants or options of Essex
Bancorp, Inc. which were issued prior to 1996 (and any
exercise, or conversion of such warrants or options shall be
disregarded in determining whether a Change in Control has
occurred).
3. Section 3.7(c) of the Agreement is amended to read as follows:
(c) Any provision herein to the contrary notwithstanding: (i)
no severance payment under Section 11(a) shall be due to
Employee if Employer terminates Employee for Cause under
Section 3.3 or Employee resigns without Just Cause under
Section 3.2 above.
IN TESTIMONY WHEREOF, the parties have caused this First Amendment to
the Agreement to be executed as of the first day of January, 1998.
ESSEX BANCORP, INC.
By: /s/ Roscoe D. Lacy, Jr.
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Its: Director
ESSEX SAVINGS BANK, FSB
By: /s/ Roscoe D. Lacy, Jr.
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Its: Director
ESSEX MORTGAGE CORPORATION
By: /s/ Gene D. Ross
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Its: President
/s/ GENE D. ROSS
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