Exhibit 10.36.1
AMENDMENT TO THE
XXXXX X. XXXXXXXXXXX EMPLOYMENT AGREEMENT
I. RECITALS
A. Southwest Community Bank ("Bank") employs Xxxxx X. Xxxxxxxxxxx
("Executive") as its Chief Executive Officer;
B. On November 7, 2005, Bank and Executive entered into an
employment agreement (the "Agreement") memorializing the terms of
the employment relationship;
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.8(c), is amended in full to read as follows:
In the event Executive's employment with Bank is terminated
pursuant to Paragraph F.4 hereof, Executive shall be entitled to the
following benefits: (i) the Base Salary and Incentive Bonus earned by
Executive prior to the date of termination, computed up to and
including that date, (ii) accrued but unused vacation time, (iii) the
continuation of Insurance Coverage as provided in Paragraph D.3 hereof,
as applicable, and (iv) an amount equal to thirty-six (36) months of
Executive's Base Salary in effect immediately prior to the date of
termination, which shall be payable in installments in accordance with
Bank'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.
B. The following is added to Paragraph G - General Provisions:
14. 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
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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/ Xxxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxxxxx
Chairman
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
Corporate Secretary
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