Amendment to Employement Agreement between North Pointe Financial Services, Inc., Queensway Financial Holdings Ltd and B. Matthew Petcoff

EX-10.6 9 k90119exv10w6.txt AMENDMENT TO EMPLOYEMENT AGREEMENT BETWEEN NORTH POINTE FINANCIAL SERVICES, INC., QUEENSWAY FINANCIAL HOLDINGS LTD AND B. MATTHEW PETCOFF EXHIBIT 10.6 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AGREEMENT entered into as of the 25th day of June, 1998 by and between North Pointe Financial Services, Inc., a corporation incorporated under the laws of Michigan ("NPFS"). B. Matthew Petcoff ("Executive") and Queensway Financial Holdings Limited, a corporation incorporated under the laws of Ontario ("Queensway"). WITNESSETH: WHEREAS, NPFS and the Executive entered into an employment agreement made as of the 1st day of October, 1993 (the "Agreement"): AND WHEREAS the parties hereto wish to amend the Agreement NOW, THEREFORE, the parties agree as follows: 1. Section 2 of the Agreement shall be amended to provide that the term of employment shall be for a term of five (5) years from June 25, 1998 2. Queensway hereby guarantees to the Executive all of the obligations of NPFS under the Agreement including without limitation payment of all amounts payable thereunder when due. 3. The Executive waives his rights with respect to his ability to terminate the Agreement pursuant to Section 8 as a result of the change of control of NPFS that has occurred in connection with its entry into an Agreement and Plan of Merger with North Pointe Acquisition Corp. 4. Section 10 of the Agreement shall be deleted. 5. It is acknowledged that the salary of the Executive during the term of his employment shall not be less than $210,000 per annum. 6. Section 6(f) is amended to add the words, "bonus or other amounts referred to in the Agreement" after the words "payment of base salary in the second line thereof. 7. In all other respects, the parties hereto confirm the terms and conditions of the Agreement. 8. This Agreement shall be governed and construed in accordance with the laws of the State of Michigan. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of June 25, 1998. NORTH POINTE FINANCIAL SERVICES, INC. By: /s/ James Petcoff ---------------------------- By: /s/ Stephen C. June ---------------------------- Secretary /s/ Ralph Castelli /s/ B. Matthew Petcoff - ----------------------------------- -------------------------------- Witness B. MATTHEW PETCOFF QUEENSWAY FINANCIAL HOLDINGS LIMITED By: /s/ Lisa Enright ---------------------------- By: Its Director of Finance ----------------------------