EXHIBIT 10.19
BANK PLUS CORPORATION
A HOLDING COMPANY FOR [OBJECT OMITTED]
AMENDMENT NO. 1
This Amendment No. 1 (the "Amendment") to the Letter Agreement dated as of
November 19,1998 by and between Bank Plus Corporation and its principal
subsidiary, Fidelity Federal Bank, A Federal Savings Bank (collectively the
"Company") and John M. Michel ("Executive") is entered into as of January 26,
2000 with reference to the following:
RECITALS
A. Company and Executive are parties to a Letter Agreement dated
as of November 19, 1998 (the "Agreement ").
B. In order to comply with comments of the Office of Thrift
Supervision on "change in control" language proffered by the
Company the parties desire to amend the Agreement to reflect a
modification of the language set forth therein pertaining to
the definition of a "change in control".
C. The parties also desire to modify the Agreement to reflect the
intent of the parties with respect to the range of potential
bonus Executive may receive.
AGREEMENT
NOW THEREFORE, in consideration of the above stated and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Subsection (a) of Section 5 of the Agreement is hereby deleted in
its entirety and replaced with the following:
"(a) CHANGE IN CONTROL. For purposes of this Agreement, a
"CHANGE IN CONTROL" shall be deemed to occur if (a) any
"person" as used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
excluding the Company, the Bank or any of the Company's other
subsidiaries, a trustee or any fiduciary holding securities
under an employee benefit plan of the Company, the Bank or any
of the Company's other subsidiaries, an underwriter
temporarily holding securities pursuant to an offering of such
securities or a corporation owned, directly or indirectly, by
shareholders of the Company in substantially the same
proportion as their ownership of the Company, is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the
Company representing more than fifty percent (50%) of the
combined voting power of the Company's then outstanding
securities ordinarily having the right to vote elections of
directors ("VOTING SECURITIES"); or (b) during any period of
two (2) consecutive years, individuals who, at the beginning
of such period were members of the Board (the "INCUMBENT
DIRECTORS"), cease for any reason to constitute at least a
majority of the Board; PROVIDED, HOWEVER, that if the
elections, or nomination for election by the Company's
stockholders, of any new director was approved by a vote of at
least two-thirds (2/3) of the Incumbent Directors, such new
director shall be considered as a member of the Incumbent
Directors; PROVIDED, FURTHER, HOWEVER, that no individual
shall be considered a member of the Incumbent Directors if
such individual initially became a director on the Board as a
result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (a
"Proxy Contest") including by reason of any agreement intended
to avoid or settle any ELECTION CONTEST or PROXY Contest; (c)
a merger or consolidation of the Company with any Person (as
defined below) closes, other than a merger or consolidation
that results in Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting
Securities of the surviving entity) more than fifty percent
(50%) of the combined voting power of the Voting Securities of
the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the Company closes the
sale or disposition by the Company of all or substantially all
of the Company's assets; (d) the Company closes a sale or
sales or other disposition or dispositions that results in the
Company ceasing to beneficially "own" (within the meaning of
Rule 13d-3 under the Exchange Act), directly or indirectly,
more than fifty percent (50%) of the Voting Securities of the
Bank; or (e) the Bank closes a sale or sales of all or
substantially all of the assets of the Bank, in a single
transaction or series of transactions, other than to a direct
or indirect subsidiary of the Company; or (f) a merger or
other combination of the Bank with any Person closes, as a
result of which the Company ceases to beneficially own,
directly or indirectly, more than fifty percent (50%) of the
Voting Securities of the Bank or the surviving entity in such
merger or consolidation. For purposes of this Agreement, the
term "PERSON" shall mean and include any individual,
corporation, partnership, group, association or other
"person", as such term is used in Section 14(d) of the
Exchange Act other than the Company, the Bank, any other
subsidiary of the Company or any Plan. Notwithstanding any
provision in this Agreement to the contrary, neither the
appointment of the FDIC as a receiver of the Bank or a change
in composition of the Board of Directors by directive of the
OTS or FDIC shall constitute a "change in control" under this
Agreement.
2. Subsection (a)(ii) of Section 2 of the Agreement is hereby deleted
in its entirety and replaced with the following:
(a)(ii) Subject to the requirements of executive incentive
compensation plans of the Company and the Bank as may be in effect from time to
time, Employee will be eligible for a target bonus from the Bank of a minimum of
fifty percent (50%) and a maximum of one hundred percent (100%) of Base Salary.
3. Except as herein modified and amended, each and every term,
condition and agreement of said Agreement shall continue to apply with full
force and effect.
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment
effective as of the date first written above.
BANK PLUS CORPORATION
By: /S/ Mark K. Mason
-----------------------
Name: Mark K. Mason
Title: Chief Executive Officer
FIDELITY FEDERAL BANK,
A FEDERAL SAVINGS BANK
By: /S/ James E. Stutz
-------------------------------------
Name: James E. Stutz
Title: President and Chief Operating Officer
EXECUTIVE
/S/ John M. Michel
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Name: John M. Michel
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