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EXHIBIT 10.24
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT OF XXXXXX X. XXXXXXXXX
This First Amendment to Employment Agreement of Xxxxxx X. Xxxxxxxxx (the
"Amendment") is entered into this ____ day of May, 2002, by and between Xxxxxx
X. Xxxxxxxxx (hereinafter "Executive") and Humboldt Bancorp ("Employer"), with
reference to the following facts:
RECITALS
WHEREAS, Employer and Executive entered into an Employment Agreement (the
"Agreement") on April 11, 2002 under which Executive became President and Chief
Executive Officer of Employer effective April 15, 2002; and
WHEREAS, on March 25, 2002, when negotiations between Employer and
Executive were concluded with respect to the terms of Executive's compensation
pursuant to the Agreement, including stock options and bonus compensation, the
market price of Employer's stock was $9.90 per share; and
WHEREAS, on April 15, 2002, the date on which stock options for 150,000
shares of Humboldt Bancorp stock were granted Executive by Employer pursuant to
the Agreement, the market price of Employer's stock was $11.95 per share; and
WHEREAS, such increase in the market price of Employer's stock resulted in
an unintended diminution of value of said stock options between March 25, 2002
and April 15, 2002 of approximately $300,000; and
WHEREAS, it is the desire of the Board of Directors of Employer to adjust
Executive's compensation to provide a means for Executive to potentially recover
all or part of said diminution of the value of said stock options and to reflect
increasing stock value in the future; and
WHEREAS, on April 22, 2002, the Board of Directors in executive session
passed a resolution approving such an adjustment;
NOW, THEREFORE, in consideration of the Recitals set forth above and the
role Executive's efforts will play in future increases in the value of Humboldt
Bancorp stock, Employer and Executive hereby agree as follows:
1. In this Amendment, unless otherwise expressly provided capitalized terms
shall have the meanings ascribed to them as are set forth for such terms in
the Agreement.
2. In all respects other than as expressly set forth herein, the Agreement
remains unmodified.
3. Subparagraph (b) of Paragraph 7 of the Agreement is amended to read, in its
entirety, as follows:
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(b) Incentive Programs.
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(i) General. During the Term of Employment, Executive shall be entitled to
participate in any annual and longer-term incentive programs adopted
by Employer and which cover employees in positions comparable to that
of Executive. Specifically, and not in limitation of the above,
Executive shall be entitled to a guaranteed first-year bonus at the
end of Executive's first full year of service in the amount of
$130,000, with bonuses thereafter based upon performance up to one
hundred percent (100%) of Executive's base salary existing at the time
of any such bonus.
(ii) Special Incentive Bonus. As a completely independent incentive plan
and notwithstanding any limitation set forth in subparagraph (i) of
this Paragraph 7(b), if at any time on or before April 15, 2005 and
while Executive is employed by Employer in the capacity of President
and Chief Executive Officer:
(1) The price of Humboldt Bancorp stock closes at over $16.00 per
share for thirty (30) consecutive days, Executive will receive a
cash bonus of $100,000;
(2) The price of Humboldt Bancorp stock closes at over $21.00 per
share for thirty (30) consecutive days, Executive will receive a
further cash bonus of $100,000;
(3) The price of Humboldt Bancorp stock closes at over $26.00 per
share for thirty (30) consecutive days, Executive will receive a
further cash bonus of $100,000;
provided, however, that each of the Humboldt Bancorp stock closing
prices set forth in subparagraphs (1), (2) and (3) above will be
adjusted for any stock split or stock dividend which may occur between
the date of this Agreement and the date of the applicable bonus; and
provided further, that in the event of a change of control of Humboldt
Bancorp which results in the per share value of Humboldt Bancorp stock
exceeding one or more of the closing prices set forth in subparagraphs
(1), (2) and (3) above, the bonus(es) applicable to such price(s) will
be granted immediately upon the effective date of such change in
control and the requirement hereinabove set forth for a 30-day period
of maintenance of stock price level at or above the stated level shall
be waived. As an example only, if, at a time when the value of
Humboldt Bancorp stock has never reached the price of $16.00 per share
and maintained that price for 30 consecutive days, a tender offer is
made and accepted for the purchase of Humboldt Bancorp for $23.00 per
share, on the effective date of the change of control Executive would
be entitled to a bonus of $200,000. The method and timing of payment
of any Special Incentive Bonus set forth in this subparagraph (ii) may
be agreed upon between Executive and the Board of Directors at the
time of its grant, if and when that occurs; provided, however, that in
the event no agreement can be reached within 45 days of such grant,
the bonus shall be paid to Executive, at Executive's option, (a)
immediately in a single installment, or (b) in equal monthly
installments over the immediately succeeding twelve (12) months.
IN WITNESS WHEREOF, Employer and Executive have executed this Amendment on
May ___ , 2002.
HUMBOLDT BANCORP XXXXXX X. XXXXXXXXX
by
Name:
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Title: Date:
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Date:
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