Exhibit 99.22
FIRST AMENDMENT TO
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CHANGE IN CONTROL AGREEMENT
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This is an amendment to the CHANGE IN CONTROL AGREEMENT previously entered
into on June 7, 2001 by and between XXXXXXX X. XXXXX and SAN XXXXXXX BANK.
The parties to this AMENDMENT hereby agree to the following:
A. That the creation of the bank holding company to be named San Xxxxxxx
Bancorp., a California corporation, and the subsequent acquisition of San
Xxxxxxx Bank, a California corporation, by San Xxxxxxx Bancorp ., does not
constitute a "Change in Control" under Paragraph 1.(a) of the CHANGE IN
CONTROL AGREEMENT.
B. That the change of XXXXXXX X. XXXXX' employment status from Senior Vice
President, Chief Financial Officer and Corporate Secretary of San Xxxxxxx
Bank to Senior Vice President, Chief Financial Officer and Corporate
Secretary of San Xxxxxxx Bancorp ., and Senior Vice President, Chief
Financial Officer and Corporate Secretary of San Xxxxxxx Bank, does not
constitute "Good Reason" under Paragraph 1.(b) of the CHANGE IN CONTROL
AGREEMENT.
C. That neither the transaction described in Paragraph A above nor the change
in employment status of XXXXXXX X. XXXXX described in Paragraph B above
entitles XXXXXXX X. XXXXX to the Severance Payment described in Paragraph
1.(c) and Paragraph 1.(d) of the CHANGE IN CONTROL AGREEMENT or to any
benefits in the Incentive Programs described in Paragraph 1.(e) of the
CHANGE IN CONTROL AGREEMENT.
NOW, THEREFOR, the parties to this AMENDMENT hereby agree to amend the
CHANGE IN CONTROL AGREEMENT as follows:
1. The words "SAN XXXXXXX BANK, (the "Bank")" in the initial paragraph
are hereby changed to state:
SAN XXXXXXX BANK and SAN XXXXXXX BANCORP. For purposes
of this Agreement, the term the "Bank" shall hereinafter
collectively refer to SAN XXXXXXX BANK and/or SAN
XXXXXXX BANCORP.
2. In all other respects, the parties reaffirm the CHANGE IN CONTROL
AGREEMENT dated June 7, 2001.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, each of the parties has executed this Amendment, in the
case of San Xxxxxxx Bank and San Xxxxxxx Bancorp by its duly authorized
officers, this 30th day of April, 2003.
EXECUTIVE: SAN XXXXXXX BANK,
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxx
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Xxxxxxx X. Xxxxx Xxxxx Xxxxxx, Chairman of the Board
By: /s/ Xxxx Xxxx
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Xxxx Xxxx, President and CEO
SAN XXXXXXX BANCORP,
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Chairman and CEO
By: /s/ Xxxx Xxxx
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Xxxx Xxxx, President
[SIGNATURE PAGE TO FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT]
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