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EXHIBIT 10.22
[Humboldt Bancorp Letterhead]
Dear Xxx:
This letter is to memorialize the agreement we made in September, 2000,
shortly before you became employed with Humboldt Bancorp to provide for a
severance payment to you upon a change in control of Humboldt Bancorp.
You and Humboldt Bancorp hereby agree, effective immediately upon our joint
execution of this letter, that if, within one (1) year following a Change in
Control (as defined in Exhibit A, attached hereto and made a part hereof by this
reference) of Humboldt Bancorp, your employment is terminated without Good Cause
(as defined in Exhibit A) or you decide to terminate your employment because of
(i) a material reduction in your compensation or benefits, (ii) a material
reduction in your responsibilities, or (iii) a relocation of your principal
office so that your one-way commute distance from your residence is increased by
more than forty (40) miles, you shall receive as severance pay an amount
equivalent to two (2) years of your annual base salary in effect on the date of
termination of your employment.
Payment of the above amount shall be made to you, at your option, either
(A) in a single installment within forty-five (45) days, with no percent value
or other discount, or (B) in equal installments over the immediately succeeding
twelve (12) months, with no premium, the payment period in either case
commencing on the day following your last day of employment with Humboldt
Bancorp.
It is agreed that you will not be required to mitigate the amount of any
payment contemplated by this agreement (whether by seeking new employment or
otherwise) and no such payment shall be reduced by earnings that you may receive
from any other source.
This letter agreement constitutes the full and complete understanding of
the parties and supersedes any other agreement, written or oral, as to the
subject matter hereof.
Executed and agreed to this 12th day of April, 2002.
HUMBOLDT BANCORP: XXXXXXX X. XXXXXX:
By /s/ Xxx Xxxxx By /s/ Xxxxxxx X. Xxxxxx
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President and CEO
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EXHIBIT A
As used in the letter agreement between Humboldt Bancorp and Xxxxxxx X.
Xxxxxx to which this Exhibit A is attached:
1. "Change in Control" means:
(a) Humboldt Bancorp is a party to a merger, consolidation, sale of
assets or other reorganization, or a proxy contest, as a consequence of
which members of the board of directors of Humboldt Bancorp in office
immediately prior to such transaction or event constitute less than a
majority of the board of directors thereafter; or
(b) during any period of twenty-four (24) consecutive months,
individuals who at the beginning of such period constituted the board of
directors (including for this purpose any new director whose election or
nomination for election by Xxxxxxxx Bancorp's stockholders was approved by
a vote of at least two-thirds of the directors then still in office who
were directors at the beginning of such period) of Humboldt Bancorp cease
for any reason to constitute at least a majority of the board of directors;
or
(c) a sale of substantially all of the shares of Humboldt Bancorp, or
a sale of substantially all of its assets followed by a distribution to its
shareholders of substantially all of the proceeds of such transaction after
the payment of or provision for applicable debts; or
(d) any other change of control of Humboldt Bancorp of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or in response to any similar item on any similar
schedule or form) promulgated under the Securities Exchange Act of 1934
(the "Act"), whether or not Humboldt Bancorp is then subject to such
reporting requirement; provided, however, without limitation, that such a
Change in Control shall be deemed to have occurred if any person or group
(as such terms are used in connection with Sections 13(d) and 14(d) of the
Act) acquires securities in Humboldt Bancorp so as to become the
"beneficial owner" (as defined in Rule 13d-3 and 13d-5 under the Act),
directly or indirectly, of securities thereof representing 25% or more of
the combined voting power of Humboldt Bancorp's then outstanding
securities.
Notwithstanding the foregoing provisions of this definition, a "Change
in Control" will not be deemed to have occurred solely because of the
acquisition of securities of Humboldt Bancorp (or any reporting requirement
under the Act relating thereto) by an employee benefit plan maintained by
Humboldt Bancorp for its employees.
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2. "Good Cause" means that Executive has:
(a) willfully breached or habitually neglected the duties which he was
required to perform under the policies of Humboldt Bancorp and the terms of
his employment, or
(b) committed act(s) of dishonesty, theft, embezzlement, fraud,
misrepresentation, or other act(s) of moral turpitude against Humboldt
Bancorp, its subsidiaries, affiliates, shareholders or employees, or which
adversely impact the interest of Humboldt Bancorp.
