EX-10.1 3 psbex1018k414.txt PSB EXHIBIT 10.1 - AMENDMENT NO. 1 - DAVID K. KOPPERUD Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT OF DAVID K. KOPPERUD This agreement is entered into as of this 13th day of April, 2005 and constitutes an amendment ("Amendment No. 1") to that certain employment agreement (the "Agreement") dated January 1, 2003, by and between Peoples State Bank, Wausau, Wisconsin, a Wisconsin banking corporation (the "Bank"), and David K. Kopperud, of Wausau, Wisconsin ("Mr. Kopperud"). WHEREAS, the Bank and Mr. Kopperud wish to amend the Agreement in order to avoid unintended and adverse income tax consequences to Mr. Kopperud; The parties agree as follows: 1. Defined Terms. Each term, when used in this Amendment No. 1, shall have the same meaning as such term in the Agreement. 2. Term. Paragraph 2 of the Agreement shall be amended to read as follows: 2. Term. The term of this agreement shall commence on January 1, 2003 (the "Commencement Date") and shall end at midnight on the Expiration Date. For purposes of this agreement, the term "Expiration Date" shall mean the first to occur of (a) the date of Mr. Kopperud's death, or (b) the later of (1) the third anniversary of the Commencement Date and (2) the date to which the term of this agreement has most recently been extended pursuant to the following sentence. On the last day of each calendar month which commences on or after the Commencement Date, the term of this agreement shall automatically be extended for one calendar month; provided, however, that automatic extensions of the term of this agreement (and, consequently, the Expiration Date) pursuant to this sentence shall cease on the first to occur of (x) either the Bank or Mr. Kopperud giving to the other, at any time on or after the Commencement Date, a written notice that no, or no further, as the case may be, automatic extensions of the term of this agreement shall thereafter occur, but the giving of such a notice shall not affect any previous extensions, or (y) Mr. Kopperud's 62nd birthday. The term "Term of Employment" shall mean the period beginning on the Commencement Date and ending on the earlier of the Expiration Date or the date on which Mr. Kopperud's employment is terminated pursuant to paragraphs 5 or 8; provided, however, that for purposes of Mr. Kopperud's entitlement to any severance benefit pursuant to such paragraphs, Mr. Kopperud shall be deemed to have incurred a termination of employment with the Bank only on such date on which his employment has been terminated by the Bank, each other member of the controlled group of corporations of which the Bank is a member, and each other entity under common control with the Bank, and has thereby incurred a separation from service within the meaning of Code Section 409A(a)(2)(A) (a "Separation from Service"). -1- 3. Definition of "Key Employee". For purposes of this Amendment No. 1, the term "Key Employee" means each person who is a "key employee" within the meaning of Code Section 416(i). 4. Payment of Severance Benefits. Notwithstanding any other provision of the Agreement to the contrary, in no event shall the severance benefit to which Mr. Kopperud may become entitled under the terms of paragraph 5(b) in the event of his termination for a reason other than good cause or the severance benefit to which Mr. Kopperud may become entitled under the terms of paragraph 8 in the event of his termination of employment for Good Reason be paid to Mr. Kopperud until the date on which he has incurred a Separation from Service; provided, however, that in the event Mr. Kopperud was a Key Employee as of the date of his Separation from Service, no severance benefit shall be paid to him until the date which is not less than six months after the date of such Separation from Service. 5. Ratification of Employment Agreement. Except as otherwise provided in paragraphs 2, 3 and 4 of this Amendment No. 1, all terms of the Agreement are hereby ratified and confirmed and remain in full force and effect. IN WITNESS WHEREOF, the Bank and Mr. Kopperud have caused this instrument to be executed as of the date first written above. PEOPLES STATE BANK By: DAVID A. SVACINA David A. Svacina As its Executive Vice President DAVID K. KOPPERUD David K. Kopperud -2-