EXHIBIT 10.11.1
AMENDMENT TO THE
XXXXXX X. XXXXXXXXX EMPLOYMENT AGREEMENT
I. RECITALS
A. Southwest Community Bancorp ("Bancorp") employs Xxxxxx X.
XxXxxxxxx ("Executive") as its Executive Vice President;
B. Terms of Executive's employment were memorialized in a document
entitled "Extension and Modification of Employment Agreement"
dated December 31, 2001, as modified by a confirming letter dated
November 20, 2003, and as further modified by a document entitled
"Modification of your Employment Agreement" dated October 15,
2004 (together, the "Agreement")
C. Certain provisions of the Agreement must now be amended on or
before December 31, 2006 to comply with the provisions of
Internal Revenue Code Section 409A.
NOW, THEREFORE, the Agreement is amended as follows:
II. AMENDMENTS
A. Paragraph F.4, Merger or Other Corporation Reorganization, is
amended in full to read as follows:
F.4. Merger or Other Corporate Reorganization. In the event of
(i) a merger where Bancorp or its Bank subsidiary is not the surviving
corporation, (ii) a transfer of all or substantially all of the assets
of Bancorp or its Bank subsidiary, or (iii) any acquisition,
consolidation, or other corporate reorganization where there is a
change in ownership of at least fifty-one percent (51%) of either
corporation, except that may result from a transfer of shares to
another corporation in exchange for at least eighty percent (80%)
control of that corporation, and, in the event that this Agreement and
Executive's employment are terminated for any reason by either
Executive or by the surviving entity during the two (2) year period
immediately following the effective date of consummation of such merger
or other corporate reorganization, in the event of a merger, or in the
event of an acquisition of stock in Bancorp, then Executive shall be
entitled to each of the following benefits: (i) the Base Salary and
pro-rata share of bonus pool earned by Executive prior to the date of
termination, computed up to and including that date, (ii) accrued but
unused vacation time, and (iii) an amount equal to twenty-four (24)
months of Executive's Base Salary in effect immediately prior to the
1
date of termination, which shall be payable in installments in
accordance with Bancorp's normal payroll periods; provided, if
Executive is a "specified employee" under section 409A of the Internal
Revenue Code of 1986, as amended (the "Code") as of the date of
termination, payments due during the first six (6) months following the
date of termination shall not be paid but shall be accumulated and paid
on the first normal payroll date following the date that is six months
after the date of termination. Notwithstanding the foregoing, no such
severance benefit shall be payable to Executive in the event that this
Agreement is terminated during the above-described two (2) year period
for any of the reasons delineated in Paragraph F.1 above.
B. The following is added to Paragraph G - General Provisions:
11. Section 409A Compliance. Notwithstanding anything in this
Agreement to the contrary, the provisions of this Agreement shall be
operated, administered and construed to comply with the requirements of
section 409A of the Code ("Section 409A") and all other guidance issued
by governmental authorities with respect to Section 409A as of the date
of termination of employment and as such this Agreement shall be
subject to amendment, with the prior written consent of the Executive,
on a prospective or retroactive basis to the extent necessary to effect
such compliance.
This Amendment is adopted to be effective as of April 19, 2006.
SOUTHWEST COMMUNITY EXECUTIVE
BANCORP
By: /s/ Xxxxx X. Xxxxxxxxxxx /s/ Xxxxxx X. XxXxxxxxx
-------------------------------- ----------------------------
Xxxxx X. Xxxxxxxxxxx Xxxxxx X. XxXxxxxxx
Chief Executive Officer
By: /s/ Xxxx X. Xxxx
--------------------------------
Xxxx X. Xxxx
Corporate Secretary
2
