EXHIBIT 10 (xvii)
AMENDMENT TO SEVERANCE PAYMENT AGREEMENT
----------------------------------------
This Amendment to Severance Payment Agreement ("Amendment") is made and
entered into as of December 19, 1994, by and among ST. PAUL BANCORP, INC. (the
"Company"), ST. PAUL FEDERAL BANK FOR SAVINGS (the "Bank") and ROBERT N. PARKE
("the Employee").
WHEREAS, the Company, the Bank and the Employee have entered into a
Severance Payment Agreement, dated as of December 21, 1992 (the "Agreement");
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects;
NOW, THEREFORE, it is AGREED as follows:
1. The first paragraph of Section 2(a) of the Agreement is hereby amended
to read in its entirety as follows:
"(a) If during the term of this Agreement there is a change in
control of the Company or the Bank (as hereinafter defined), the Employee shall
be entitled to receive as a severance payment for services previously rendered
to the Company and the Bank a lump sum cash payment as provided for herein
(subject to Section 2[d]) in the event the Employee's employment is terminated,
voluntarily or involuntarily, in connection with or within two years after a
change in control of the Company or of the Bank, unless such termination occurs
by virtue of normal retirement, permanent and total disability (as defined in
Section 22[e] of the Internal Revenue Code of 1986, as amended [the "Code"] or
death, or termination by the Company or the Bank for "Cause" (as defined in
Section 5[a] below). Subject to Section 2(d) below, the amount of this payment
shall be equal to (i) one year's then current compensation (as defined in
Section 2[e] below), but not less than such compensation calculated as of the
end of the fiscal year preceding such change in control, if the Employee
voluntarily terminates his employment without "Good Reason" (as defined in
Section 2[b] hereof) or (ii) three times the Employee's "Base Amount" (as
hereinafter defined) less one dollar, if the Employee's termination was either
voluntary with Good Reason or involuntary (other than for "Cause").
"The "Base Amount" shall be the Employee's average annualized compensation
that was paid by the Company, the Bank or any other subsidiary of the Company or
the Bank with respect to the five most recent taxable years of the Employee
ending before such change in control. For purposes of this Section,
"compensation" shall be based on (i) the Employee's salary; (ii) any bonuses
paid to the Employee; and (iii) any deferred compensation. If the Employee has
been employed by the Company or the Bank for part but less than all of such five
taxable-year period, the "Base Amount" shall be determined by first annualizing
the compensation paid to the Employee during the partial taxable year included
in the period of
employment, in accordance with regulations issued under Section 280G of the
Code, and then dividing the sum of the compensation paid during the full taxable
year(s) plus the annualized compensation paid during the partial year by the
number of full and partial taxable years included in the period of employment.
"Payment under this Section 2(a) shall be in lieu of any amount which may
be otherwise owed to the Employee as damages for the loss of employment."
2. Except as amended hereby, the other provisions of Section 2(a) and the
remaining terms of the Agreement shall continue and shall remain in full force
and effect in all respects.
3. This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment or have caused
this Amendment to be executed on their behalf, as of the date first above
written.
ATTEST: ST. PAUL BANCORP, INC.
______________________________ BY:______________________________
Joseph C. Scully
Chairman of the Board
ATTEST: ST. PAUL FEDERAL BANK FOR SAVINGS
______________________________ BY:_______________________________
Joseph C. Scully
Chairman of the Board
EMPLOYEE
__________________________________
2
AMENDMENT TO SEVERANCE PAYMENT AGREEMENT
----------------------------------------
This Amendment to Severance Payment Agreement ("Amendment") is made and
entered into as of December 19, 1994, by and among ST. PAUL BANCORP, INC. (the
"Company"), ST. PAUL FEDERAL BANK FOR SAVINGS (the "Bank") and THOMAS J. RINELLA
("the Employee").
WHEREAS, the Company, the Bank and the Employee have entered into a
Severance Payment Agreement, dated as of December 21, 1992 (the "Agreement");
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects;
NOW, THEREFORE, it is AGREED as follows:
1. The first paragraph of Section 2(a) of the Agreement is hereby amended
to read in its entirety as follows:
"(a) If during the term of this Agreement there is a change in
control of the Company or the Bank (as hereinafter defined), the Employee shall
be entitled to receive as a severance payment for services previously rendered
to the Company and the Bank a lump sum cash payment as provided for herein
(subject to Section 2[d]) in the event the Employee's employment is terminated,
voluntarily or involuntarily, in connection with or within two years after a
change in control of the Company or of the Bank, unless such termination occurs
by virtue of normal retirement, permanent and total disability (as defined in
Section 22[e] of the Internal Revenue Code of 1986, as amended [the "Code"] or
death, or termination by the Company or the Bank for "Cause" (as defined in
Section 5[a] below). Subject to Section 2(d) below, the amount of this payment
shall be equal to (i) one year's then current compensation (as defined in
Section 2[e] below), but not less than such compensation calculated as of the
end of the fiscal year preceding such change in control, if the Employee
voluntarily terminates his employment without "Good Reason" (as defined in
Section 2[b] hereof) or (ii) three times the Employee's "Base Amount" (as
hereinafter defined) less one dollar, if the Employee's termination was either
voluntary with Good Reason or involuntary (other than for "Cause").
"The "Base Amount" shall be the Employee's average annualized compensation
that was paid by the Company, the Bank or any other subsidiary of the Company or
the Bank with respect to the five most recent taxable years of the Employee
ending before such change in control. For purposes of this Section,
"compensation" shall be based on (i) the Employee's salary; (ii) any bonuses
paid to the Employee; and (iii) any deferred compensation. If the Employee has
been employed by the Company or the Bank for part but less than all of such five
taxable-year period, the "Base Amount" shall be determined by first annualizing
the compensation paid to the Employee during the partial taxable year included
in the period of employment, in accordance with regulations issued under Section
280G of the Code, and then dividing the sum of the compensation
paid during the full taxable year(s) plus the annualized compensation paid
during the partial year by the number of full and partial taxable years included
in the period of employment.
"Payment under this Section 2(a) shall be in lieu of any amount which may
be otherwise owed to the Employee as damages for the loss of employment."
2. Except as amended hereby, the other provisions of Section 2(a) and the
remaining terms of the Agreement shall continue and shall remain in full force
and effect in all respects.
3. This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment or have caused
this Amendment to be executed on their behalf, as of the date first above
written.
ATTEST: ST. PAUL BANCORP, INC.
______________________________ BY:________________________________
Joseph C. Scully
Chairman of the Board
ATTEST: ST. PAUL FEDERAL BANK FOR SAVINGS
______________________________ BY:________________________________
Joseph C. Scully
Chairman of the Board
EMPLOYEE
___________________________________
2
AMENDMENT TO SEVERANCE PAYMENT AGREEMENT
----------------------------------------
This Amendment to Severance Payment Agreement ("Amendment") is made and
entered into as of December 19, 1994, by and among ST. PAUL BANCORP, INC. (the
"Company"), ST. PAUL FEDERAL BANK FOR SAVINGS (the "Bank") and DONALD G. ROSS
("the Employee").
WHEREAS, the Company, the Bank and the Employee have entered into a
Severance Payment Agreement, dated as of December 21, 1992 (the "Agreement");
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects;
NOW, THEREFORE, it is AGREED as follows:
1. The first paragraph of Section 2(a) of the Agreement is hereby amended
to read in its entirety as follows:
"(a) If during the term of this Agreement there is a change in
control of the Company or the Bank (as hereinafter defined), the Employee shall
be entitled to receive as a severance payment for services previously rendered
to the Company and the Bank a lump sum cash payment as provided for herein
(subject to Section 2[d]) in the event the Employee's employment is terminated,
voluntarily or involuntarily, in connection with or within two years after a
change in control of the Company or of the Bank, unless such termination occurs
by virtue of normal retirement, permanent and total disability (as defined in
Section 22[e] of the Internal Revenue Code of 1986, as amended [the "Code"] or
death, or termination by the Company or the Bank for "Cause" (as defined in
Section 5[a] below). Subject to Section 2(d) below, the amount of this payment
shall be equal to (i) one year's then current compensation (as defined in
Section 2[e] below), but not less than such compensation calculated as of the
end of the fiscal year preceding such change in control, if the Employee
voluntarily terminates his employment without "Good Reason" (as defined in
Section 2[b] hereof) or (ii) three times the Employee's "Base Amount" (as
hereinafter defined) less one dollar, if the Employee's termination was either
voluntary with Good Reason or involuntary (other than for "Cause").
"The "Base Amount" shall be the Employee's average annualized compensation
that was paid by the Company, the Bank or any other subsidiary of the Company or
the Bank with respect to the five most recent taxable years of the Employee
ending before such change in control. For purposes of this Section,
"compensation" shall be based on (i) the Employee's salary; (ii) any bonuses
paid to the Employee; and (iii) any deferred compensation. If the Employee has
been employed by the Company or the Bank for part but less than all of such five
taxable-year period, the "Base Amount" shall be determined by first annualizing
the compensation paid to the Employee during the partial taxable year included
in the period of employment, in accordance with regulations issued under Section
280G of the Code, and then dividing the sum of the compensation
paid during the full taxable year(s) plus the annualized compensation paid
during the partial year by the number of full and partial taxable years included
in the period of employment.
"Payment under this Section 2(a) shall be in lieu of any amount which may
be otherwise owed to the Employee as damages for the loss of employment."
2. Except as amended hereby, the other provisions of Section 2(a) and the
remaining terms of the Agreement shall continue and shall remain in full force
and effect in all respects.
3. This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment or have caused
this Amendment to be executed on their behalf, as of the date first above
written.
ATTEST: ST. PAUL BANCORP, INC.
______________________________ BY:________________________________
Joseph C. Scully
Chairman of the Board
ATTEST: ST. PAUL FEDERAL BANK FOR SAVINGS
______________________________ BY:_______________________________
Joseph C. Scully
Chairman of the Board
EMPLOYEE
___________________________________
2
AMENDMENT TO SEVERANCE PAYMENT AGREEMENT
----------------------------------------
This Amendment to Severance Payment Agreement ("Amendment") is made and
entered into as of December 19, 1994, by and among ST. PAUL BANCORP, INC. (the
"Company"), ST. PAUL FEDERAL BANK FOR SAVINGS (the "Bank") and CLIFFORD M.
SLADNICK ("the Employee").
WHEREAS, the Company, the Bank and the Employee have entered into a
Severance Payment Agreement, dated as of December 21, 1992 (the "Agreement");
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects;
NOW, THEREFORE, it is AGREED as follows:
1. The first paragraph of Section 2(a) of the Agreement is hereby amended
to read in its entirety as follows:
"(a) If during the term of this Agreement there is a change in
control of the Company or the Bank (as hereinafter defined), the Employee shall
be entitled to receive as a severance payment for services previously rendered
to the Company and the Bank a lump sum cash payment as provided for herein
(subject to Section 2[d]) in the event the Employee's employment is terminated,
voluntarily or involuntarily, in connection with or within two years after a
change in control of the Company or of the Bank, unless such termination occurs
by virtue of normal retirement, permanent and total disability (as defined in
Section 22[e] of the Internal Revenue Code of 1986, as amended [the "Code"] or
death, or termination by the Company or the Bank for "Cause" (as defined in
Section 5[a] below). Subject to Section 2(d) below, the amount of this payment
shall be equal to (i) one year's then current compensation (as defined in
Section 2[e] below), but not less than such compensation calculated as of the
end of the fiscal year preceding such change in control, if the Employee
voluntarily terminates his employment without "Good Reason" (as defined in
Section 2[b] hereof) or (ii) three times the Employee's "Base Amount" (as
hereinafter defined) less one dollar, if the Employee's termination was either
voluntary with Good Reason or involuntary (other than for "Cause").
"The "Base Amount" shall be the Employee's average annualized compensation
that was paid by the Company, the Bank or any other subsidiary of the Company or
the Bank with respect to the five most recent taxable years of the Employee
ending before such change in control. For purposes of this Section,
"compensation" shall be based on (i) the Employee's salary; (ii) any bonuses
paid to the Employee; and (iii) any deferred compensation. If the Employee has
been employed by the Company or the Bank for part but less than all of such five
taxable-year period, the "Base Amount" shall be determined by first annualizing
the compensation paid to the Employee during the partial taxable year included
in the period of employment, in accordance with regulations issued under Section
280G of the Code, and then dividing the sum of the compensation
paid during the full taxable year(s) plus the annualized compensation paid
during the partial year by the number of full and partial taxable years included
in the period of employment.
"Payment under this Section 2(a) shall be in lieu of any amount which may
be otherwise owed to the Employee as damages for the loss of employment."
2. Except as amended hereby, the other provisions of Section 2(a) and the
remaining terms of the Agreement shall continue and shall remain in full force
and effect in all respects.
3. This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment or have caused
this Amendment to be executed on their behalf, as of the date first above
written.
ATTEST: ST. PAUL BANCORP, INC.
______________________________ BY:________________________________
Joseph C. Scully
Chairman of the Board
ATTEST: ST. PAUL FEDERAL BANK FOR SAVINGS
______________________________ BY:________________________________
Joseph C. Scully
Chairman of the Board
EMPLOYEE
___________________________________
2