Exhibit 10.8.2


 


AMENDMENT


TO


EMPLOYMENT AGREEMENT


 


This Amendment
to Employment Agreement (this “Amendment”) dated February 15th,
2004, by and between FirstBank (the “Bank”), a federally chartered stock
savings bank, its parent holding company, Access Anytime BanCorp, Inc., a
Delaware corporation (the “Company”), and Don K. Padgett (the “Officer”).  The Officer is President, Chief Executive
Officer, and a Director of the Bank and has been duly elected to these positions.  Also, the Officer is President and a
Director of the Company and has been duly elected to these positions.  Any capitalized term used and not otherwise
defined herein shall have the meaning assigned to such term in the Employment
Agreement (as defined below).


 


RECITALS


 


WHEREAS, the
Bank, the Company and the Officer are parties to that Employment Agreement (the
“Employment Agreement”) dated as of February 16, 2002, as amended June 30,
2002, and December 16, 2002; and


 


WHEREAS, the
parties hereto desire to further amend the Employment Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and respective agreements contained
herein and for other good and valuable consideration, the parties agree to
amend the Employment Agreement as follows:


 


1.             Term.  The term of this Agreement shall be extended
for a period one (1) year through December 31, 2006.


 


2.             Compensation.


 


(a)          Section 4(a) shall be
revised to reflect that the annual salary of the Officer shall be not less than
One Hundred Eighty Thousand Dollars ($150,000) per annum.


 


(b)         The last sentence of
Section 4(b) shall be deleted in its entirety and replaced with the
following:  “The allocation of the
Board’s Discretionary Bonus for 2003 performance shall be at least Twenty-Five
Thousand Dollars ($25,000).”


 

















 


3.             Termination by the Officer.


 


(a)          Section 6,
Termination by the Officer, shall be deleted in its entirety and replaced with
the following:


 


“6.           Termination by the Officer.


 


(a)          Good Reason.  The Officer may terminate his employment for
good reason if:


 


(i)            any other corporation or entity
acquires all or substantially all of the business of the Bank/Company;


 


(ii)           he is not re-elected an officer;


 


(iii)          he is assigned duties inconsistent
with his duties as an officer or inconsistent with his experience; or


 


(iv)          he elects to retire.


 


(b)         Termination for
Good Reason.  The Officer shall
exercise his right to terminate his employment for Good Reason by giving the
Bank/Company prompt written notice of termination specifying in reasonable
detail the circumstances constituting such Good Reason and specifying such date
of termination as the Officer shall determine.


 


(c)          Compensation and
Benefits Due Officer.  In the event
of a termination for Good Reason, the Bank/Company shall pay to the Officer
salary and employee benefits for the balance of the term of the Agreement.


 


(d)         Change in Control.  If the Good Reason for the Officer’s
termination of his employment is that another corporation or entity acquires
all or substantially all of the business of the Bank/Company, Officer may request
that he be paid a balance due Officer under Section 4(a) for the remaining term
of the Agreement in cash or stock at closing, or paid out over the remainder of
the term of the Agreement.”


 


4.             This
Agreement incorporates all other terms and conditions of the Employment
Agreement, as previously amended, except as modified herein.


 


IN WITNESS
WHEREOF, the parties have executed this Agreement on the date first above
written.


 


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  First Bank

  	
   

  	
  Access Anytime BanCorp, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ R. Chad
  Lydick

  	
   

  	
   

  	
  By:

  	
  /s/ Norman
  R. Corzine

  	
   

  
	
  Its:

  	
  Chairman of
  the Board

  	
   

  	
  Its:

  	
  Chairman of
  the Board

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Don K.
  Padgett

  	
   

  	
   

  	
   

  
	
   

  	
  Don K.
  Padgett

  	
   

  	
   

  
									



 


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