Exhibit 99.17
SECOND AMENDMENT TO
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CHANGE IN CONTROL AGREEMENT
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This is an amendment to the CHANGE IN CONTROL AGREEMENT and FIRST AMENDMENT
TO CHANGE IN CONTROL AGREEMENT previously entered into on January 28, 1999 and
June 7, 2001, respectively, by and between XXXXX XXXXXX and SAN XXXXXXX BANK
(collectively, the "CHANGE IN CONTROL AGREEMENT").
The parties to this AMENDMENT hereby agreeto 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 XXXXX XXXXXX'x employment status from Chairman of the
Board of San Xxxxxxx Bank to Chairman of the Board and Chief Executive
Officer of San Xxxxxxx Bancorp., and Chainnan of the Board 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 XXXXX XXXXXX described in Paragraph B above
entitles XXXXX MACLTN to the Severance Payment described in Paragraph l.(c)
or 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
INCONTROL AGREEMENT.
NOW, THEREFORE,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 collectiveIy referto SAN XXXXXXX BANK
and/or SAN XXXXXXX BANCORP.
2. In all other respects, the parties reaffirm the CHANGE IN CONTROL
AGREEMENT dated January 28, 1999 and amended on 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/ Xxxxx Xxxxxx By: /s/ Xxxx Xxxx
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Xxxxx Xxxxxx Xxxx Xxxx, President and CEO
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxx Xxxxx, Chief Financial Officer
SAN XXXXXXX BANCORP
By: /s/ Xxxx Xxxx
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Xxxx Xxxx, President
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxx Xxxxx, Chief Financial Officer
[SIGNATURE PAGE TO SECOND AMENDMENT TO CHANGE IN CONTROL AGREEMENT]
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