Exhibit 10.2
FIRST AMENDMENT TO EXECUTIVE RETENTION AGREEMENT
This first amendment to executive retention agreement ("First
Amendment") dated as of the 29th day of June 1999, is made and entered into by
New England Community Bancorp, Inc., a Delaware corporation (the "Company") and
Frank A. Falvo (the "Executive") amending certain provisions of the Executive
Retention Agreement, dated as of October 16, 1997 (the "Retention Agreement") by
and between the Company and the Executive.
WHEREAS, effective as of the date hereof, the Company has determined
that it is in the best interest of the Company and its shareholders to amend the
Retention Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 1(j) of the Retention Agreement is hereby amended by
deleting the words thereof in their entirety and replacing them with the words
"INTENTIONALLY OMITTED."
2. Section 3(a)(iv) of the Retention Agreement is hereby amended by
deleting the words thereof in their entirety and replacing them with the words
"INTENTIONALLY OMITTED."
3. Section 3(b) of the Retention Agreement is hereby amended to read
in its entirety as follows:
(b) Reduction of Certain Payments.
(i) For purposes of this Section 3: (A) a "Payment" shall
mean any payment or distribution in the nature of
compensation to or for the benefit of the Executive,
whether paid or payable pursuant to this Agreement or
otherwise; (B) "Agreement Payment" shall mean a Payment
paid or payable pursuant to this Agreement
(disregarding this Section); (C) "Present Value" shall
mean such value determined in accordance with Sections
280G(b)(2)(A)(ii) and 280G(d)(4) of the Internal
Revenue Code of 1986, as amended (the "Code"); and (D)
"Reduced Amount" shall mean an amount expressed in
Present Value that maximizes the aggregate Present
Value of Agreement Payments without causing any Payment
to be nondeductible by the Company because of Section
280G of the Code.
(ii) Anything in the Agreement to the contrary
notwithstanding, in the event KPMG Peat Marwick (the
"Accounting Firm") shall determine that receipt of all
Payments would subject the Executive to tax under
Section 4999 of the Code, the aggregate Agreement
Payments shall be reduced (but not below zero) to meet
the definition of Reduced Amount.
(iii) If the Accounting Firm determines that aggregate
Agreement Payments should be reduced to the Reduced
Amount, the Company shall promptly give the
Executive notice to that effect and a copy of the detailed calculation
thereof, and the Executive may then elect, in his sole discretion,
which and how much of the Agreement Payments shall be eliminated or
reduced (as long as after such election the Present Value of the
aggregate Agreement Payments equals the Reduced Amount), and shall
advise the Company in writing of his election within ten days of his
receipt of notice. If no such election is made by the Executive within
such ten-day period, the Company may elect which of such Agreement
Payments shall be eliminated or reduced (as long as after such
election the Present Value of the aggregate Agreement Payments equals
the Reduced Amount) and shall notify the Executive promptly of such
election. All determinations made by the Accounting Firm under this
Section shall be at the Company's expense and shall be made within 30
days of a termination of employment of the Executive. All
determinations by the Accounting Firm shall be binding upon the
Company and the Executive. As promptly as practicable following such
determination, the Company shall pay to or distribute for the benefit
of the Executive such Agreement Payments as are then due to the
Executive under this Agreement.
4. Section 3(c) of the Retention Agreement is hereby amended by
deleting it in its entirety and replacing it with the following words:
(c) The payments and benefits under this Agreement shall be
in lieu of and not in addition to the payments and benefits that the
Executive may be eligible or entitled to receive under any other
agreement, plan, program or arrangement that provides for severance,
termination or change in control pay or benefits.
Except as specifically provided herein, the terms of the Retention
Agreement shall remain in effect.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be
duly executed and delivered by their respective duly authorized representatives
as of the date first above written.
NEW ENGLAND COMMUNITY FRANK A. FALVO
BANCORP, INC.
By: /s/ David A. Lentini /s/ Frank A. Falvo
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