Amendment to First Amended and Restated Executive Incentive Retirement Agreement between The First National Bank of Litchfield and Executive

Summary

This amendment is between The First National Bank of Litchfield and an executive, modifying their existing Executive Incentive Retirement Agreement. It ensures that no payments will be made under the agreement if such payments would violate federal laws or regulations related to the Troubled Assets Relief Program (TARP), specifically those prohibiting certain "golden parachute" payments. The amendment is intended to keep the bank in compliance with federal compensation standards while TARP obligations remain outstanding.

EX-10.2 3 ex10-2.txt EX-10.2 Exhibit 10.2 FORM OF THE FIRST NATIONAL BANK OF LITCHFIELD AMENDMENT TO FIRST AMENDED AND RESTATED EXECUTIVE INCENTIVE RETIREMENT AGREEMENT THIS AMENDMENT (this "Amendment") to the FIRST AMENDMENT AND RESTATEMENT to the EXECUTIVE INCENTIVE RETIREMENT AGREEMENT dated the 20th day of November, 2008 (the "Agreement") is made this __th day of __________, 2009 by and between The First National Bank of Litchfield, a national bank, located in Litchfield, Connecticut, (the "Company"), and ________________ (the "Executive"). WHEREAS, First Litchfield Financial Corporation, the holding company for the Company (the "Holding Company") has participated in the Capital Purchase Program of the Troubled Assets Relief Program ("TARP") of the United States Department of the Treasury (the "Treasury"); WHEREAS, the American Recovery and Reinvestment Act of 2009 (the "2009 Act") amended Section 111 of the Emergency Economic Stabilization Act of 2008 (the "2008 Act") to provide that any "TARP recipient [is prohibited from] making any golden parachute payment to [specified] officer[s] and ... employees of the TARP recipient during the period in which any obligation arising from financial assistance provided under the TARP remains outstanding"; WHEREAS, any payment under the Agreement could be a "golden parachute payment" as defined in Section 111 of the 2009 Act; WHEREAS, the Executive may presently be or in the future may be an officer or employee to whom a golden parachute payment may be prohibited under the 2009 Act; and WHEREAS, the Holding Company and the Company and the Executive agree that is in the best interests of the Holding Company and the Company for the Corporation to be in compliance with Section 111 of the 2009 Act. NOW THEREFORE, to further the above recited corporate objectives, and for other good and valuable consideration, the receipt and adequacy of which each party hereby acknowledges, the Company and the Executive agree to add Section 10.13 to the Agreement as follows: 10.13. Compliance with Compensation Standards. Notwithstanding any provision in the Agreement to the contrary, no payment shall be made pursuant to the Agreement which, if made, would violate applicable provisions of the 2008 Act, the 2009 Act or compensation standards or regulations enacted by the Treasury pursuant thereto. For purposes of the Agreement, the Executive shall be deemed to be a person subject to Section 111 of the 2009 Act. (Signatures on next page.) 8 IN WITNESS WHEREOF, the Executive and a duly authorized Company officer have signed this Amendment. EXECUTIVE: COMPANY: The First National Bank of Litchfield ___________________________ By ___________________________________ Title __________________________________ 9