EXHIBIT 10.7 (F)
AMENDMENT TO
EXECUTIVE SALARY CONTINUATION AGREEMENT
XXXXXXX X. XXXXXXX
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AMENDMENT TO
EXECUTIVE SALARY CONTINUATION AGREEMENT
This Amendment to Executive Salary Continuation Agreement ("Amendment")
is made and entered into effective January 1, 1998, by and between Tehama
Bank, a banking corporation organized under the laws of the State of
California, Tehama Bancorp, a California corporation (Tehama Bank and Tehama
Bancorp together, the "Employer"), and Xxxxxxx X. Xxxxxxx, an individual
residing in the State of California (hereinafter referred to as the
"Executive").
WHEREAS the Employer and Executive desire for good and sufficient
reasons to modify certain terms of that Executive Salary Continuation
Agreement, dated June 17, 1993, between Tehama Bank and the Executive (the
"Agreement").
THEREFORE Employer and Executive do agree that the Agreement shall be
amended effective as of the day set forth above as follows:
1. For purposes of the Agreement, (i) the Employer shall be deemed to be Tehama
Bank and Tehama Bancorp together and Tehama Bancorp shall be deemed to be a
party to the Agreement, and (ii) Executive serves as President and Chief
Executive Officer of Employer.
2. Section 1.2 of the Agreement shall be amended to read as follows:
ANNUAL BENEFIT. The term "Annual Benefit" shall mean an
annual sum of Seventy Five Thousand Dollars ($75,000) multiplied by the
Applicable Percentage (defined below) and then reduced to the extent: (i)
required under the other provisions of this Agreement, including, but not
limited to, Paragraphs 5, 6 and 7 hereof; (ii) required by reason of the
lawful order of any regulatory agency or body having jurisdiction over the
Employer; and (iii) required in order for the Employer to properly comply
with any and all applicable state and federal laws, including, but not
limited to, income, employment and disability income tax laws (e.g., FICA,
FUTA, SDI).
3. Section 10.2 of the Agreement shall be amended to read as follows:
ARBITRATION OF DISPUTES. All claims, disputes and
other matters in question arising out of or relating to this Agreement or
the breach or interpretation thereof, other than those matters which are to
be determined by the Employer in its sole and absolute discretion, shall be
resolved by binding arbitration before a representative member, selected by
the mutual agreement of the parties, of the Judicial Arbitration and
Mediation Services, Inc. ("JAMS"), presently located at Xxx Xxxxxxxxxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000. In the event JAMS is
unable or unwilling to conduct the arbitration provided for under the terms
of this Paragraph, or has discontinued its business, the parties agree that
a representative member, selected by the mutual agreement of the
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parties, of the American Arbitration Association ("AAA"), presently located
at 000 Xxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, shall conduct the
binding arbitration referred to in this Paragraph. Notice of the demand for
arbitration shall be filed in writing with the other party to this
Agreement and with JAMS (or AAA, if necessary). In no event shall the
demand for arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in
question would be barred by the applicable statute of limitations. The
arbitration shall be subject to such rules of procedure used or established
by JAMS, or if there are none, the rules of procedure used or established
by AAA. Any award rendered by JAMS or AAA shall be final and binding upon
the parties, and as applicable, their respective heirs, beneficiaries,
legal representatives, agents, successors and assigns, and may be entered
in any court having jurisdiction thereof. The obligation of the parties to
arbitrate pursuant to this clause shall be specifically enforceable in
accordance with, and shall be conducted consistently with, the provisions
of Title 9 of Part 3 of the California Code of Civil Procedure. Any
arbitration hereunder shall be conducted in Red Bluff, California, unless
otherwise agreed to by the parties.
4. In all other respects, the terms of the Agreement shall continue and remain
the same.
IN WITNESS WHEREOF, the Employer and the Executive have executed this Agreement
as of the date first above-written in the City of Red Bluff, Tehama County,
California.
THE EMPLOYER: THE EXECUTIVE:
TEHAMA BANK,
a California banking corporation
By:
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Xxxx X. Xxxxxxxx, Chairman Xxxxxxx X. Xxxxxxx
TEHAMA BANCORP,
a California corporation
By:
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Xxxx X. Xxxxxxxx, Chairman
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CONSENT OF THE EXECUTIVE'S SPOUSE
I, Xxxxxxx X. Xxxxxxx, being the spouse of Xxxxxxx X. Xxxxxxx, after
being afforded the opportunity to consult with independent counsel of my
choosing, do hereby acknowledge that I have read, agree and consent to the
Beneficiary Designation which relates to the Executive Salary Continuation
Agreement entered into by my spouse on June 17, 1998, as amended effective
January 1, 1998. I understand that the Beneficiary Designation may affect
certain rights which I may have in the benefits provided for under the terms
of the Executive Salary Continuation Agreement, as amended, and in which I
may have a marital property interest.
Dated: , 1998
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Xxxxxxx X. Xxxxxxx
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