Waiver Agreement between North Country Financial Corporation and Employee Regarding Employment Agreement Effective Date and Change in Control
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Summary
This agreement is between North Country Financial Corporation (NCFC) and an employee, clarifying that the employee’s Employment Agreement will only become effective after the closing of a stock purchase transaction and regulatory approval. It also states that the changes resulting from the stock purchase, including new investors and management changes, will not be considered a 'Change in Control' under the Employment Agreement. Both parties acknowledge and agree to these terms.
EX-10.1 4 k90508exv10w1.txt FORM OF WAIVER AGREEMENT EXHIBIT 10.1 December __, 2004 North Country Financial Corporation Board of Directors Manistique, Michigan Dear Board Members: In connection with the proposed transactions contemplated pursuant to that certain Stock Purchase Agreement dated August 10, 2004, by and between the North Country Financial Corporation ("NCFC") and NCFC Recapitalization, LLC (the "Stock Purchase Agreement") and that certain Employment Agreement dated August 10, 2004, by and between NCFC and me (the "Employment Agreement"), I hereby acknowledge and agree that the Effective Date of the Employment Agreement will be the later of the (i) the Closing (as defined in the Stock Purchase Agreement) of the transactions provided for in the Stock Purchase Agreement, and (ii) the date NCFC receives Regulatory Approval to enter into the Employment Agreement. I further acknowledge and agree that notwithstanding anything in the Employment Agreement to the contrary, a Change in Control shall not be deemed to have occurred upon the consummation of any of the transactions contemplated by the Stock Purchase Agreement, including, without limitation, the sale of shares to the Investors (as defined in the Stock Purchase Agreement), the management changes and the reconstitution of the Board of Directors, whether such transactions occur before, at, or after the Effective Date of the Employment Agreement. Very truly yours, _______________________________ Acknowledged and Agreed: North Country Financial Corporation By: ________________________________ Its:
