AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment No. 1 to the Amended and Restated Employment Agreement by and between HERITAGE COMMERCE CORP, a California bank holding company (the “Company”), HERITAGE BANK OF COMMERCE, a California banking corporation (the “Bank”), and XXXXXX X. XXXXXXXXX, an individual (the “Executive”) dated October 17, 2007 (the “Agreement”), is entered into on December 29, 2008 for the purposes stated hereinafter.
14.17 Parachute Payment Cutback. As long as the U.S. Treasury owns any stock or assets of the Bank or the Company pursuant to the Emergency Economic Stabilization Act of 2008 (the “EESA”) and/or the Troubled Asset Relief Program established by the EESA, in the event that any payment or benefit received or to be received by Executive pursuant to the terms of this Agreement or otherwise in connection with the Executive’s termination of employment or contingent upon a change in ownership or control pursuant to any plan or arrangement or other agreement with the Bank or the Company (or any affiliate) would constitute a “parachute payment” within the meaning of Section 2800(b)(2) of the Internal Revenue Code of 1986, as amended, including application of Section 2800(e) as added by the EESA and any other applicable restrictions under the EESA for the Bank and the Company to comply with the Troubled Asset Relief Program established by the EESA, then the payments and benefits received or to be received by the Executive shall be reduced by the minimum extent necessary so that such payments and benefits do not constitute “parachute payments”. This paragraph 14.17 shall no
longer be in effect after such time as the United States Treasury does not own any equity or debt interest in the Company.
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“COMPANY” |
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HERITAGE COMMERCE CORP, |
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By: |
/s/ Xxxx X. Xxxxxx |
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Xxxx
X. Xxxxxx, |
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“BANK” |
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HERITAGE BANK OF
COMMERCE, |
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By: |
/s/ Xxxx X. Xxxxxx |
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Xxxx
X. Xxxxxx, |
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“EXECUTIVE” |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx |
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Xxxxxx X. Xxxxxxxxx |
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