Exhibit
10.k


 


AMENDMENT
TO THE


CHANGE
IN CONTROL,


SEVERANCE
AND EMPLOYMENT AGREEMENT


FOR
JAMES MAYO


 


This Amendment to
the Change in Control, Severance and Employment Agreement for James Mayo (the
“Amendment”), is made this 17th day of September, 2003, between Hudson United
Bancorp and Hudson United Bank (collectively, the “Company”), a New Jersey
corporation which maintains its principal office at 1000 MacArthur Boulevard,
Mahwah, New Jersey, and James Mayo (the “Executive”), and amends the Change in
Control, Severance and Employment Agreement for James Mayo, which was made
effective as of January 30, 2002 (the “Agreement”).


 


WHEREAS, the
Executive is presently an executive officer of the Company;  and


 


WHEREAS, the
Executive and the Company wish to amend the Agreement to clarify certain
provisions therein, and to provide a greater period of protection for the
Executive under the terms of the Agreement;


 


NOW, THEREFORE,
for the good and valuable consideration set forth herein and the Executive’s
continued employment with the Company, the Company and the Executive, each
intending to be legally bound hereby, agree as follows:


 


1.                                       Paragraph
1(c) of the Agreement, relating to the term “Contract Period,” is amended by
deleting the words “one year” from subparagraph (i) thereof, and replacing them
with the words “three years”.


 


2.                                       Paragraph
9(c) of the Agreement, relating to “Payments and Benefits,” is amended by
deleting the first sentence thereof, and replacing it with the following:


 


“If the Company
terminates the Executive’s employment during the Contract Period without Cause
or if the Executive resigns for Good Reason under paragraph 9(b), the Company
shall, as promptly as practical but in no event later than 10 business days
after the termination of employment pay the Executive a lump sum (the “Lump
Sum”) equal to 2.0 times the sum of (i)


 

















 


the annual salary
of the Executive immediately prior to the Change in Control, and (ii) the
highest bonus paid to the Executive during the three fiscal years prior to the Change
in Control.  For purposes of the
calculation of the bonus amount component of the Lump Sum only, Paragraph
1(b)(ii)(B), regarding the Time of the Change of Control, will be disregarded.”


 


3.                                       The
Company agrees that it will not treat (for tax reporting purposes or for
calculation purposes under Section 10 of the Agreement) any benefits under the
Hudson United Bancorp Supplemental Employees’ Retirement Plan (the “SERP”) as
parachute payments under Section 280G of the Internal Revenue Code, to the extent
that such benefits were vested and accrued prior to the occurrence of such
change of control, as the SERP was not adopted in contemplation of a change of
control.


 


IN WITNESS
WHEREOF, Company has caused this Amendment to be signed by its duly authorized representatives
pursuant to the authority of its Board of Directors’ Compensation Committee,
and the Executive has personally executed this Agreement, all as of the day and
year first above written.


 


	
  ATTEST:

  	
  HUDSON UNITED BANCORP
  AND

  
	
   

  	
  HUDSON UNITED BANK

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Charles F.X. Poggi

  	
   

  
	
   

  	
   

  	
  Charles F. X. Poggi

  	
   

  
	
   

  	
   

  	
  Chairman, Compensation Committee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/James Mayo

  	
   

  
	
   

  	
  James Mayo