Exhibit 10(ai)
AMENDMENT NO. 1
TO
SALARY CONTINUATION AGREEMENT
This AMENDMENT NO. 1 ("Amendment No. 1") is between THE NATIONAL BANK
OF SUSSEX COUNTY (the "Bank"), and Robert A. Vandenbergh (the "Executive").
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WHEREAS, The Bank and the Executive have entered into The National
Bank of Sussex County Salary Continuation Agreement dated as of December 17,
1996 (the "Agreement"), the terms defined therein, being used herein, as therein
defined unless the context requires otherwise; and
WHEREAS, the Bank and the Executive desire to amend the Agreement as
hereinafter provided for the purpose of making adjustments to certain provisions
contained therein.
The parties hereto agree that the Agreement is, effective as of the
date hereof, hereby amended as follows:
1. Article 1 of the Agreement is amended by deleting the provision
contained in Section 1.1.7, entitled "Early Retirement Date," and substituting
for such provision the
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following:
"'Early Retirement Date' means the date in which the Executive
attains age 62 and completes 11 years of service."
2. Article 1 of the Agreement is amended by deleting Section 1.1.13,
entitled "Change of Control."
3. Article 2 of the Agreement is amended by deleting the provision
contained in Section 2.1.1.1., entitled "Social Security Benefits," and
substituting for such provision the following:
"Section 2.1.1.1. Social Security Benefits. The monthly
unreduced primary (not family) retirement benefits under the United
States Social Security Act that the Executive would be eligible for if
an application for such benefits were made as of the Executive's
65/th/ birthday, assuming the Executive had earnings at or above the
maximum contribution and benefit base under Section 230 of the United
States Social Security Act for his working career (For purposes of
this Section 2.1.1.1, if Executive's Termination of Employment under
this Agreement occurs prior to Executive's attainment of age 65 the
calculation of the Social Security benefit under this Section 2.1.1.1
shall be based on the maximum social security benefit payable to an
age 65 fully insured individual as of the date of the Executive's
Termination of Employment, increased by 3% per year to the date the
Executive would have attained age 65)."
4. Article 2 of the Agreement is further amended by deleting
Sections 2.1.3, 2.2.3, 2.3.3, and 2.5.3, respectively.
5. Article 2 of the Agreement is further amended by deleting
Sections, 2.4, 2.4.1, 2.4.2, and 2.4.3 and replacing them with the following:
"2.4-Intentionally Deleted."
6. Article 3 of the Agreement is amended by deleting Section 3.1.3.
7. Except as specifically amended above, the Agreement shall remain
in full force and effect and is hereby ratified and confirmed.
8. This amendment No. 1 shall be governed by, and construed in
accordance with the laws of the State of New Jersey, except to the extent
preempted by the laws of the United States of Amercia.
IN WITNESS WHEREOF, the Executive and a duly authorized officer of the
Bank and the Company have caused this Amendment No. 1 to be executed as of the
15/th/ day of April, 1997 in several counterparts (each of which is an original
and all of which are identical).
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Each of the counterparts of this Amendment No. 1 so executed shall, for all
purposes, be deemed to be an original, and all such counterparts together shall
constitute but one in the same instrument.
EXECUTIVE BANK
THE NATIONAL BANK OF SUSSEX COUNTY
\ROBERT A. VANDENBERGH BY: \CHARLES L. LAIN
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NAME: CHARLES L. LAIN
TITLE: CHAIRMAN OF THE BOARD
AGREED AND CONSENTED TO:
HIGH POINT FINANCIAL CORP.
BY:\CHARLES L. TICE
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NAME: CHARLES L. TICE
TITLE: CHAIRMAN OF THE BOARD
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