Exhibit 10
EXECUTIVE SALARY CONTINUATION AGREEMENT
THIS EXECUTIVE SALARY CONTINUATION AGREEMENT ("Agreement") is made and
entered into this 1ST day of NOVEMBER , 1993, by and between REDWOOD EMPIRE
BANCORP, a California corporation, NATIONAL BANK OF THE REDWOODS, a national
banking association (collectively the "Corporation"), and XXXXXXX X. XXXXXXXX
(the "Executive").
W I T N E S S E T H:
WHEREAS, the Executive is employed by the Corporation as its PRESIDENT AND
CHIEF EXECUTIVE Officer; and
WHEREAS, the experience of the Executive, his knowledge of the affairs of
the Corporation, and his reputation and contacts in the banking industry are so
valuable that assurance of his continued service is essential for the future
growth and profitability of the Corporation and it is in the best interests of
the Corporation and its shareholders to arrange terms of continued employment
for the Executive so as to reasonably assure his remaining in the Corporation's
employment during his lifetime or until the age of retirement; and
WHEREAS, it is the desire of the Corporation that the Executive's services
be retained as herein provided; and
WHEREAS, the Executive is willing to continue in the employ of the
Corporation provided the Corporation agrees to pay the Executive or his
beneficiaries certain benefits in accordance with the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the services to be performed in the
future as well as the mutual promises and covenants herein contained, it is
hereby agreed as follows:
ARTICLE 1.
1.1. Beneficiary. The term "Beneficiary" shall mean the person or persons
whom the Executive shall designate in writing to receive the benefits provided
hereunder.
l.2. Disability. The term "Disability" shall mean the same as the term
"Total Disability" as defined in that certain Disability Income Policy issued by
Royal Maccabees Life Insurance Company, Policy Number _______________, wherein
the Executive is the insured; provided that in the event another policy or
policies are from time to time obtained or substituted, the definition of
"Disability" shall mean the same as "Total Disability" in the then current
policy.
1.3. Named Fiduciary arid Plan Administrator. The Corporation Fiduciary and
Plan Administrator of this plan shall be the Corporation.
1
1.4. Change of Control. A "Change of Control" shall be deemed to have
occurred if (i) a tender offer shall be made and consummated for the ownership
of 25% or more of the outstanding voting securities of the Corporation; (ii) the
Corporation shall be merged or consolidated with another bank or corporation and
as a result of such merger or consolidation less than 75% of the outstanding
voting securities of the surviving or resulting bank or corporation shall be
owned in the aggregate by the former shareholders of the Corporation, other than
affiliates (within the meaning of the Securities Exchange Act of 1934) of any
party to such merger or consolidation, as the same shall have existed
immediately prior to such merger or consolidation, (iii) the Corporation shall
sell substantially all of its assets to another bank or corporation which is not
a wholly owned subsidiary; or (iv) a person, within the meaning of Section 3 (a)
(9) or of Section 13(d) (3) (as in effect on the date hereof) of the Securities
Exchange Act of 1934, shall acquire 25% or more of the outstanding voting
securities of the Corporation (whether directly, directly, beneficially or of
record). For purposes hereof, ownership of voting securities shall take into
account and shall include ownership as determined by applying the provisions of
Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Securities
Exchange Act of 1934.
1.5 Cause. The term "Cause" shall mean any act of embezzlement, fraud,
breach of fiduciary duty, dishonesty, deliberate or repeated disregard of the
policies and rules of the Corporation as adopted by the Board of Directors of
the Corporation, unauthorized use or disclosure of any of the trade secrets or
confidential information of the Corporation, competition with the Corporation,
inducement of any customer of the Corporation to breach a contract with the
Corporation, inducement of any principal for whom the Corporation acts as agent
to terminate such agency relationship, gross negligence adversely impacting the
Corporation, willful breach of this Agreement, or any other willful misconduct.
ARTICLE 2.
2.1. Employment. The Corporation agrees to employ the Executive in such
capacity as the Corporation may determine from time to time. The Executive shall
continue in the employ of the Corporation in such capacity and with such duties
and responsibilities as may be assigned to him, and with such compensation as
may be determined from time to time by the Board of Directors of the
Corporation. Notwithstanding anything herein to the contrary, except a Change of
Control, Corporation may transfer an Executive to one of its subsidiaries from
another subsidiary from time to time, provided, however, that Executive's
compensation, position or responsibilities shall not be diminished.
2.2. Full Efforts. Executive shall devote his full business time and
efforts to the business and affairs of the Corporation or the successor to the
Corporation by which Executive is then employed pursuant to this Agreement;
provided, however, this provision shall not preclude Executive, with prior
approval of the Corporation, from serving as a director or member of a committee
of any other organization involving no conflict of interests with the interests
of the Corporation, from engaging in charitable and community activities, and
from managing his personal investments, provided that such activities do not
interfere with the regular performance of his duties and responsibilities to the
Corporation.
2.3. Fringe Benefits. The salary continuation benefits provided by this
Agreement are granted by the Corporation as a fringe benefit to the Executive
and are not part of any salary reduction plan or any arrangement deferring a
bonus or a salary increase. The Executive has no option to take any current
payment or bonus in lieu of these salary continuation benefits.
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ARTICLE 3.
3.1. Retirement. If the Executive shall continue in the employment of the
Corporation until he attains the age of sixty-five (65), he may retire from
active daily employment as of the first day of the month next following
attainment of age sixty-five (65) or upon such later date as may be mutually
agreed upon by the Executive and the Corporation ("Retirement Date").
3.2 Payment. The Corporation agrees that upon such Retirement Date it will
pay to the Executive the annual benefit of Sixty-six Thousand One Hundred
Seventy-Five ($66,175) ("Annual Benefit"); adjusted upward initially at the rate
of four (4) percent per year from the date of this Agreement, payable on a
monthly basis on the first day of each month following such Retirement Date for
a period of one hundred eighty (180) months, subject to the conditions and
limitations set forth in this Agreement. The rate of the annual adjustment of
the Annual Benefit shall be reviewed every two years on the anniversary date of
this Agreement (or as soon thereafter as practicable) and may be amended, but
not adjusted downward below four (4) percent. However, the Corporation is not
obligated hereunder to make any such adjustment.
3.3. Death After Retirement. The Corporation agrees that if the Executive
dies after the Retirement Date but shall die before receiving the full amount of
monthly payments to which he is entitled under this Agreement, the Corporation
will continue to make such monthly payments to the Executive's designated
Beneficiary for the remaining period. If a valid Beneficiary Designation is not
in effect, the payments shall be made to the Executive's surviving spouse or, if
none, said payments shall be made to the duly qualified personal representative,
executor or administrator of Executive's estate.
3.4 Early Retirement. Executive shall be entitled to early retirement when
he attains age fifty--five (55) and has completed fifteen (15) years of service.
In the event that Executive chooses to retire early at age fifty--five (55) but
before his Retirement Date, he shall be vested in and shall be entitled to
receive the annual benefit set forth in Section 3.2 according to the schedule
set forth below.
Percentage of
Age at Early Retirement Vested Benefit
----------------------- --------------
55 years 25%
56 years and 3 months 30%
57 years and 6 months 35%
58 years and 9 months 40%
60 years 50%
61 years 60%
62 years 70%
63 years 80%
64 years 90%
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ARTICLE 4.
4.1. Death Prior to Retirement. In the event the Executive should die while
employed by the Corporation at any time after the date of this Agreement but
prior to his Retirement Date, the Corporation shall pay a yearly benefit of ONE
HUNDRED THIRTY-FOUR THOUSAND AND FIFTY-EIGHT DOLLARS ($134,058), payable on a
monthly basis to the Executive's, designated Beneficiary for a period of one
hundred eighty (180) months. If a valid Beneficiary Designation is not in
effect, the payments shall be made to the Executive's surviving spouse or, if
none, said payments shall be made to the duly qualified personal representative,
executor or administrator of Executive's estate. The said monthly payments shall
begin the first day of the month following the month of the death of the
Executive. Provided, however, that anything hereinabove to the contrary
notwithstanding, no death benefit shall be payable hereunder if it is determined
that the Executive's death was caused by suicide.
4.2. Disability Prior to Retirement. In addition to the benefits pursuant
to Section 3.2 hereof, in the event the Executive should become Disabled while
actively employed by the Corporation at any time after the date of this
Agreement but prior to his Retirement Date, the Executive shall receive his
current salary for an additional period of TWELVE ( 12 ) months. Said amount
shall be paid to the Executive on a monthly basis beginning on the first day of
the month after the Executive has become Disabled.
ARTICLE 5.
5.1. Termination of Employment for Cause. The Corporation reserves the
right to terminate the employment of the Executive at any time prior to his
Retirement Date for Cause. In the event that the employment of the Executive
shall be terminated prior to the Executive's Retirement Date for Cause, then
this Agreement shall terminate upon the date of such termination of employment
and Executive shall not be entitled to any payments pursuant to the terms of
this Agreement.
5.2 Termination of Employment Without Cause. The Corporation reserves the
right to terminate the employment of the Executive at anytime prior to his
Retirement Date without Cause or Executive may choose to resign from his
employment with the Corporation. In the event that the employment of the
Executive shall be terminated without Cause or if Executive shall resign before
Executive's Retirement Date, then Executive shall be entitled to receive the
Accrued Salary Continuation Liability for the appropriate Plan Year, payable
within thirty (30) days of the last day of Executive's employment.
5.3 Termination of Employment As a Result of a Change of Control.
Anything hereinabove to the contrary notwithstanding, if within two (2) years of
a Change of Control of the Corporation (i) the Executive's employment with the
Corporation is terminated; (ii) Executive's annual compensation and benefits are
reduced from their levels on the date of a Change of Control of the Corporation;
or (iii) Executive's duties, responsibilities and authority are reduced from
those of his current position or those of the position then held by the
Executive on the date of the Change of Control of the Corporation; then he shall
be entitled to receive the greater of two (2) times the Executive's current
annual salary or the Accrued Salary Continuation Liability for the appropriate
Plan Year.
4
ARTICLE 6.
6.1. Termination of Agreement by Reason of Change in Law. The Corporation
is entering into this Agreement upon the assumption that certain existing tax
laws will be continued in effect in substantially their current form. In the
event of any changes in such federal laws which materially affect this
Agreement, the corporation shall have the option to terminate or modify this
Agreement, however, in the event that the new or modified agreement is not at
least as beneficial to Executive as this Agreement, then Executive shall then be
paid the Accrued Salary Continuation Liability for the appropriate Plan Year.
The payment of said amount shall be made upon such terms and conditions and at
such time as the Corporation shall determine, but in no event commencing later
than the Executive's Retirement Date.
ARTICLE 7.
7.1. Nonassignable. Neither the Executive, his spouse, nor any other
Beneficiary under this Agreement shall have any power or right to transfer,
assign, anticipate, hypothecate, mortgage, commute, modify, or otherwise
encumber in advance any of the benefits payable hereunder, nor shall any of said
benefits be subject to seizure for the payment of any, judgments, alimony or
separate maintenance, owed by the Executive or his beneficiary or any of them,
or be transferable by operation of law in the event of bankruptcy, insolvency or
otherwise.
ARTICLE 8.
8.1. Claims Procedure. The Corporation shall make all determinations as to
rights to benefits under this Agreement. Any decision by the Corporation denying
a claim by the Executive or his Beneficiary for benefits under this Agreement
shall be stated in writing and delivered or mailed to the Executive or such
Beneficiary. Such decision shall set forth the specific reasons for the denial,
written to the best of the Corporation's ability in a manner calculated to be
understood without legal or actuarial counsel. In addition, the Corporation
shall provide a reasonable opportunity to the Executive or such Beneficiary for
full and fair review of the decision denying such claim.
ARTICLE 9.
9.1. Unsecured General Creditor. The Executive's rights are limited to the
right to receive payments as provided in this Agreement and the Executive's
position with respect thereto is that of a general unsecured creditor of the
Corporation.
ARTICLE 10.
10.1. Reorganization. The Corporation shall not voluntarily engage in a
Change of Control of the Corporation unless and until such succeeding or
continuing corporation, firm or person agrees to assume and discharge the
obligations of the Corporation under this Agreement. Upon the occurrence of such
event, the term "Corporation" as used in this Agreement shall be deemed to refer
to such successor or survivor corporation, firm or person.
5
ARTICLE 11.
11.1. Not a Contract of Employment. This Agreement shall not be deemed to
constitute a contract of employment between the parties hereto, nor shall any
provision hereof restrict the right of the Corporation to discharge the
Executive, or restrict the right of the Executive to terminate his employment.
ARTICLE 12.
12.1. Liquidated Damages. The parties hereto, before entering into this
Agreement, have been concerned with the fact that substantial damages will be
suffered by Executive in the event that the Corporation shall fail to perform
according to this Agreement. In the event of nonperformance by the Corporation,
Executive shall be entitled to liquidated damages of $2,500.00 for each payment
due hereunder which is not made by the Corporation within forty-five (45) days
of the date such payment was scheduled to have been made. This provision shall
not be applicable in the event that such nonpayment is the result of a
prohibition of such payment by law, regulation or order of a bank regulatory
agency.
ARTICLE 13.
13.1. Successors and Assigns; Assignment. The rights and obligations of
this Agreement shall be binding upon and inure to the benefit of the successors,
assigns, heirs and personal representatives of the parties hereto. Executive may
not assign this Agreement or any of Executive's rights hereunder except with the
prior written consent of the Corporation.
13.2. Severability. If any provision of this Agreement, as applied to
either party or to any circumstances, is judged by a court to be void or
unenforceable, in whole or in part, the same shall in no way affect any other
provision of this Agreement, the application of such provision in any other
circumstances, or the validity or enforceability of this Agreement.
13.3. Applicable Law; Jurisdiction and Venue. This Agreement and all
matters or issues collateral hereto shall be governed by the laws of the State
of California applicable to contracts performed entirely therein. Executive and
Corporation each consent to the jurisdiction of, and any action concerning this
Agreement shall be brought and tried in, the United States District Court for
the Northern District of California or the Superior or Municipal Court for the
County of Sonoma.
13.4. Waiver. A waiver by either party of any of the terms or conditions of
this Agreement in any one instance shall not be deemed or construed to be a
waiver of such terms or conditions for the future, or of any subsequent breach
thereof. All remedies, rights, undertakings, obligations, and agreements
contained in this Agreement shall be cumulative, and none of them shall be in
limitation of any other remedy, right, undertaking, obligation or agreement of
either party.
13.5. Attorneys' Fees. If any legal action or other proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.
6
13.6. Heading. The headings in this Agreement are for convenience only and
shall not in any manner affect the interpretation or construction of the
Agreement or any of its provisions.
13.7. Notice. Any notice or other communication to be given under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date of service if personally served, or if mailed, upon deposit in the United
States mail, first class postage prepaid, express or certified, return receipt
requested, and properly addressed to the parties as follows: if to Executive at
his last address shown in the Corporation's records; if to Corporation at:
Redwood Empire Bancorp
000 Xxxxx Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Corporate Secretary
Either party may designate a new address for purpose of this Section 13.7. by
giving the other notice of the new address as provided herein.
///
///
///
///
///
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed by its proper officer and the Executive has hereunto set his hand at
Santa Rosa, California, on the day and year first above written.
REDWOOD EMPIRE BANCORP, INC.
By: /s/ Xxxx X.Xxxxxx Xx.
---------------------------
Its: Chairman
NATIONAL BANK OF THE REDWOODS
By: /s/ Xxxx X. Xxxxxx Xx.
--------------------------
Its: Chairman
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
XXXXXXX X. XXXXXXXX
8
FIRST AMENDMENT TO THE EXECUTIVE SALARY CONTINUATION AGREEMENT
THIS FIRST AMENDMENT TO THE EXECUTIVE SALARY CONTINUATION AGREEMENT
("Amendment") is made and entered into this 25th day of April, 1996, by and
between REDWOOD EMPIRE BANCORP, a California Corporation, and NATIONAL BANK OF
THE REDWOODS, a National Banking Association (collectively the "Corporation"),
and Xxxxxxx X. Xxxxxxxx (the "Executive").
WITNESSETH:
WHEREAS, the Executive is employed by the Corporation as its Chief
Executive Officer; and
WHEREAS, the Executive and the Corporation are parties to an agreement
dated November 1, 1993, that is designated as the "Executive Salary Continuation
Agreement" (the "Agreement");
WHEREAS, it is the desire of the Corporation and the Executive that
the terms of the Agreement be modified as herein provided; and
WHEREAS, the Executive is willing to continue in the employ of the
Corporation provided the Corporation agrees to the modification to the Agreement
according to the terms and conditions of the Amendment as hereinafter set forth;
NOW, THEREFORE, in consideration of the services to be performed in
the future as well as the mutual promises and covenants herein contained, it is
hereby agreed as follows:
1. Section 5.3 of Article 5 is amended to read as follows:
"5.3. Voluntary Termination. Notwithstanding anything herein
to the contrary, in the event of a Change of Control,
Executive shall have ninety (90) days from the date of
Executive's receipt of written notice from the Corporation
notifying Executive of the occurrence of the Change of Control
("Election Period") within which to elect to terminate
employment. If Executive elects to terminate employment within
the Election Period, this Agreement and his/her employment
shall terminate on the date that Executive gives notice of the
election to terminate and the Corporation shall pay him/her
the payment provided for in this Section 5.3 ("Separation
Payment"). The Separation Payment shall be equal to one (1)
times Executive's annual base salary then in effect at the
time of the Change of Control, payable to Executive no later
than one (1) business day after the termination of employment.
Executive shall not be entitled to any other payments under
Article 5 if he/she elects to receive the Separation Payment."
9
2. Article 5 of the Agreement is amended by the addition of the
following section:
"5.4. Payment Resulting From a Change of Control. If, within
two (2) years of a Change of Control, (i) Executive's
employment with the Corporation is terminated; (ii)
Executive's annual compensation and/or the Executive's fringe
benefits are reduced by ten percent (10%) or more from the
levels in effect on the date of the Change of Control; or
(iii) Executive's duties, responsibilities and authority are
materially modified from those of his/her current position or
those of the position that he/she held on the date of the
Change of Control; then Executive shall receive one (1) times
Executive's current annual base salary or the annual base
salary in effect on the date of the Change of Control,
whichever is greater, ("Control Payment") payable in one (1)
lump sum within sixty (60) days after the occurrence of the
event triggering the payment herein. Executive shall be
entitled to receive only ohe (1) Control Payment under the
terms of this Article 5 and hereby waives all other claims
arising out of the events triggering the payment of the
Control Payment. For purposes of this Agreement, a material
modification to Executive's duties, responsibilities, and
authority shall mean a change in reporting relationship of two
(2) or more levels in the line of the organization."
3. The Agreement is hereby ratified and approved by Executive
and the Corporation as modified herein.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
duly executed by its proper officer and Executive has hereunto set his hand at
Santa Rosa, California, on the day and year first above written.
CORPORATION
REDWOOD EMPIRE BANCORP,
A California Corporation
By: /s/ Xxx X. Xxxxxxxx
-----------------------
Its: Chairman of the Board
---------------------
NATIONAL BANK OF THE REDWOODS, A National
Banking Association
By:________________________
Its:_______________________
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------
10
SECOND AMENDMENT TO THE EXECUTIVE SALARY CONTINUATION AGREEMENT
THIS SECOND AMENDMENT TO THE EXECUTIVE SALARY CONTINUATION AGREEMENT
("Amendment") is made and entered into this 16th day of November, 1999, by and
between REDWOOD EMPIRE BANCORP, a California Corporation, and NATIONAL BANK OF
THE REDWOODS, a National Banking Association (collectively the "Corporation"),
and Xxxxxxx X. Xxxxxxxx (the "Executive").
WITNESSETH:
WHEREAS, the Executive is employed by the Corporation as its Chief
Executive Officer; and
WHEREAS, the Executive and the Corporation are parties to an
agreement dated November 1, 1993, that is designated as the "Executive Salary
Continuation Agreement" (the "Agreement");
WHEREAS, it is the desire of the Corporation and the Executive
that the terms of the Agreement be modified as herein provided; and
WHEREAS, the Executive is willing to continue in the employ of the
Corporation provided the Corporation agrees to the modification to the Agreement
according to the terms and conditions of the Amendment as hereinafter set forth;
NOW, THEREFORE, in consideration of the services to be performed in
the future as well as the mutual promises and covenants herein contained, it is
hereby agreed as follows:
1. Section 5.3 of Article 5 is amended to read as follows:
"5.3. Voluntary Termination. Notwithstanding anything
herein to the contrary, in the event of a Change of Control,
Executive shall have ninety (90) days from the date of
Executive's receipt of written notice from the Corporation
notifying Executive of the occurrence of the Change of
Control ("Election Period") within which to elect to
terminate employment. If Executive elects to terminate
employment within the Election Period, this Agreement and
his/her employment shall terminate on the date that
Executive gives notice of the election to terminate and the
Corporation shall pay him/her the payment provided for in
this Section 5.3 ("Separation Payment"). The Separation
Payment shall be equal to two (2) times Executive's annual
base salary then in effect at the time of the Change of
Control, payable to Executive no later than one (1) business
day after the termination of employment. Executive shall not
be entitled to any other payments under Article 5 if he/she
elects to receive the Separation Payment."
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2. Article 5 of the Agreement is amended by the addition of
the following section:
"5.4. Payment Resulting From a Change of Control. If,
within two (2) years of a Change of Control, (i) Executive's
employment with the Corporation is terminated; (ii)
Executive's annual compensation and/or the Executive's
fringe benefits are reduced by ten percent (10%) or more
from the levels in effect on the date of the Change of
Control; or (iii) Executive's duties, responsibilities and
authority are materially modified from those of his/her
current position or those of the position that he/she held
on the date of the Change of Control; then Executive shall
receive two (2) times Executive's current annual base salary
or the annual base salary in effect on the date of the
Change of Control, whichever is greater, ("Control Payment")
payable in one (1) lump sum within sixty (60) days after the
occurrence of the event triggering the payment herein.
Executive shall be entitled to receive only one (1) Control
Payment under the terms of this Article 5 and hereby waives
all other claims arising out of the events triggering the
payment of the Control Payment. For purposes of this
Agreement, a material modification to Executive's duties,
responsibilities, and authority shall mean a change in
reporting relationship of two (2) or more levels in the line
of the organization."
3. The Agreement is hereby ratified and approved by Executive
and the Corporation as modified herein.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
duly executed by its proper officer and Executive has hereunto set his hand at
Santa Rosa, California, on the day and year first above written.
CORPORATION
REDWOOD EMPIRE BANCORP,
A California Corporation
By: /s/ Xxx X. Xxxxxxxx
--------------------------------
Its: Chairman of the Board
-------------------------------
NATIONAL BANK OF THE REDWOODS,
A National Banking Association
By: /s/ Xxx X. Xxxxxxxx
--------------------------------
Its: Chairman of the Board
-------------------------------
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
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THIRD AMENDMENT TO THE EXECUTIVE SALARY CONTINUATION AGREEMENT
THIS THIRD AMENDMENT TO THE EXECUTIVE SALARY CONTINUATION AGREEMENT
("Amendment") is made and entered into this 21st of March 2001 by and between
REDWOOD EMPIRE BANCORP, a California Corporation, and NATIONAL BANK OF THE
REDWOODS, a National Banking Association (collectively the "Corporation"), and
Xxxxxxx X. Xxxxxxxx (the "Executive").
WITNESSETH:
WHEREAS, the Executive is employed by the Corporation as its Chief
Executive Officer; and
WHEREAS, the Executive and the Corporation are parties to an agreement
dated November 1, 1993, that is designated as the "Executive Salary Continuation
Agreement" (the "Agreement");
WHEREAS, it is the desire of the Corporation and the Executive that the
terms of the Agreement be modified as herein provided; and
WHEREAS; the Executive is willing to continue in the employ of the
Corporation provided the Corporation agrees to the modification to the Agreement
according to the terms and conditions of the Amendment as hereinafter set forth;
NOW, THEREFORE, in consideration of the services to be performed in the
future as well as the mutual promises and covenants herein contained, it is
hereby agreed as follows:
1. Section 1.4 of Article 1 is amended to read as follows:
"1.4 Change of control. A "Change of Control" shall be deemed
to have occurred if (i) a tender offer shall be made and
consummated for the ownership of fifty-one percent (51%) or
more of the outstanding voting securities of the corporation;
(ii) the Corporation shall be merged or consolidated with
another bank or corporation and as a result of such merger or
consolidation less than seventy-five percent (75%) of the
outstanding voting securities of the surviving or resulting
bank or corporation shall be owned in the aggregate by the
former shareholders of the Corporation, other than affiliates
(within the meaning of the Securities Exchange Act of 1934) of
any party to such merger or consolidation, as the same shall
have existed immediately prior to such merger or
consolidation; (iii) the Corporation shall sell substantially
all of its assets to another bank or corporation which is not
a wholly owned subsidiary; or (iv) a person, within the
meaning of Section 3 (a) (9) or of Section 13 (d) (3) (as in
effect on the date hereof) of the Securities Exchange Act of
1934, shall acquire fifty-one (51%) or more of the
outstanding voting securities of the Corporation (whether
directly, indirectly, beneficially or of record). For purposes
hereof, ownership of voting securities shall take into account
and shall include ownership as determined by applying the
provisions of Rule 13d-3 (d) (1) (I)
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(as in effect on the date hereof) pursuant to the Securities
Exchange Act of 1934."
2. Section 5.4 of Article 5 is amended to read as follows:
"5.4 Payment resulting from a change of control. If, within
two (2) years of a Change of Control, (i) Executive's
employment with the Corporation is terminated; and (ii)
Executive's annual compensation and/or the Executive's fringe
benefits are reduced by ten (10%) or more from the levels in
effect on the date of the Change of Control; or (iii)
Executive's duties, responsibilities and authority are
materially modified from those of his/her current position or
those of the position that he/she held on the date of the
Change of Control; or (iv) Executive is required to relocate
to work at a location more than 30 miles from his present
office location on the date of the change of control; then the
Executive shall receive two (2) times Executive's current
annual base salary or the annual base salary in effect on the
date of the Change of Control, whichever is greater, ("Control
Payment") payable in one (1) lump sum within sixty (60) days
after the occurrence of the event triggering the payment
herein. Executive shall be entitled to receive only one (1)
Control Payment under the terms of this Article 5 and hereby
waives all other claims arising out of the events triggering
the payment of the Control Payment. For purposes of this
Agreement, a material modification to Executive's duties,
responsibilities, and authority shall mean a change in
reporting relationship of two (2) or more levels in the line
of the organization."
3. The Agreement is hereby ratified and approved by Executive
and the Corporation as modified herein.
IN WITNESS WHEREOF, the Corporation has caused this amendment to be duly
executed by its proper officer and Executive has hereunto set his hand at Santa
Rosa, California, on the day and year first above written.
CORPORATION
REDWOOD EMPIRE BANCORP,
A California Corporation
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Its: Chairman of the Board
------------------------------
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Page3 of 3 for Third Amendment to the Executive Salary Continuation Agreement
3-21-01
NATIONAL BANK OF THE REDWOODS,
A National Banking Association
By: /s/ Xxxxxxx X. Xxxxxxxx
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Its: Chairman of the Board
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EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxxx
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