First Amendment to Employment Agreement between Franklin Financial Corporation and Richard T. Wheeler, Jr.

Contract Categories: Human Resources › Change of Control Agreements
Summary

Franklin Financial Corporation and Richard T. Wheeler, Jr. have amended their existing employment agreement. The amendment updates the terms for change in control benefits, specifying that if Mr. Wheeler's employment ends involuntarily without cause or he resigns for good reason after a change in control, he will receive a lump-sum payment equal to three times his average annual compensation over the past five years, excluding certain deferred compensation. This payment will be made within five business days of termination, and he will also receive post-termination insurance coverage as previously described in the agreement. All other terms of the original agreement remain unchanged.

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EX-10.2 2 v240686_ex10-2.htm EXHIBIT 10.2 Unassociated Document
Exhibit 10.2

First Amendment
Franklin Financial Corporation Employment Agreement
(Richard T. Wheeler, Jr.)

WHEREAS, Franklin Financial Corporation, (the “Company”), has previously entered into an employment agreement (the “Agreement”) with Richard T. Wheeler, Jr. (the “Executive”); and

WHEREAS, the Company and the Executive have determined that a modification to the Agreement is necessary and appropriate, and desire to enter into this First Amendment (the “Amendment”) on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Executive hereby amend Section 5.1, effective as of the Effective Date of the Agreement (as defined therein),  to read as follows:

“5.1           Change in Control Benefits. If a Change in Control occurs during the term of this Agreement and, thereafter, the Executive’s employment terminates involuntarily but without Cause or if the Executive voluntarily terminates employment with Good Reason, the Company shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three (3) times the Executive’s average annual compensation.  For this purpose, average annual compensation means the Executive’s average annual taxable income reported by the Company (or any affiliate of the Company) for the five (5) calendar years immediately preceding the calendar year in which the Change in Control occurs, provided, however, that such average annual taxable income shall not include any amount reported in the Executive’s Corrected Wage and Tax Statement on Form W-2c, Box 11, relating to distributions received by the Executive from the 2001 Amended and Restated Franklin Federal Savings Bank Deferred Compensation Plan for Directors and Senior Officers.  The payment required under this paragraph is payable no later than five (5) business days after the Executive’s termination of employment.  If the Executive receives payment under Section 5.1, the Executive shall not be entitled to any additional severance benefits under Section 4.1 of this Agreement.  In addition to the cash severance benefit provided for under this Section 5.1, the Company shall provide the Executive with the post-termination insurance coverage described in Section 4.2(a) of this Agreement, subject to the provisions of Section 4.2(b) of this Agreement.”

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In all other respects, the parties hereby ratify and affirm the terms of the Agreement.

 
 
 

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by duly authorized officers, and the Executive has signed this Amendment, as of the 21 day of December, 2011.

 
FRANKLIN FINANCIAL CORPORATION
   
 
By:
/s/ Elizabeth W. Robertson
   
 
/s/ Richard T. Wheeler, Jr.
 
Richard T. Wheeler, Jr.