Exhibit 10.40.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement is entered into as of
March 25, 1998 by and between United PanAm Financial Corp, formerly known as Pan
American Group, Inc. ("PAGI"), Pan American Bank, FSB (the "Bank"; the Bank and
PAGI are individually and collectively referred to as "Employer") and Xxxxxxxxx
Xxxx ("Employee") and is intended to amend that certain Employment Agreement
between Employer and Employee dated as of October 1, 1997 (the "Employment
Agreement").
The parties agree as follows:
1. The provisions to Schedule 4(c) to the Employment Agreement respecting
stock option plan benefits is hereby amended in its entirety to provide as
follows:
"Concurrently with the intial public offering of PAGI, PAGI shall
grant to Employee a ten-year option to purchase 60,000 shares of the
Common Stock of PAGI at a price per share equal to 110% of the initial
public offering price of such shares. Such Option shall vest as to 25%
of the shares covered thereby on October 15, 1998, with an additional
25% vesting on each of October 15, 1999, 2000 and 2001. The other
terms and conditions of such option shall be as provided in a standard
form of Stock Option Agreement under the 1997 Employee Stock Incentive
Plan of PAGI."
2. All other terms of the Employment Agreement will remain in full
force and effect without further amendment.
1
Executed effective as of March 25, 1998.
UNITED PANAM FINANCIAL CORP.
By: /s/ Xxxxxxxx X. Grill
-----------------------------
Its: President
-----------------------------
EMPLOYEE
By: /s/ Xxxxxxxxx Xxxx
-----------------------------
Xxxxxxxxx Xxxx
2
