EXHIBIT 10.6(a)
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
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This FIRST AMENDMENT ("Amendment") entered into this 28th day of March
2005 effective as of January 18, 2005, to the EMPLOYMENT AGREEMENT dated March
1, 2004 ("Employment Agreement"), is made by and among North Bay Bancorp, a
California corporation ("Company"), and Xxxxx X. Xxxxxxxx ("Employee") (together
with Company, the "Parties"). Capitalized terms used but not defined herein
shall have the meaning ascribed to such terms in the Employment Agreement.
RECITALS
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WHEREAS, by the terms of the Employment Agreement, Employee agreed to
be employed by the Company; and
WHEREAS, the Parties desire to enter into this Amendment to clarify the
duties and responsibilities of the Employee.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants contained herein, the Parties hereto agree as follows:
AGREEMENT
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1. Section 1.2 of the Employment Agreement is hereby modified and
replaced in entirety with the following language in lieu thereof:
"1.2 Duties of the Employee. During the Term of this Agreement, the
Employee shall diligently perform all duties and responsibilities reasonably
accorded to and expected of the President and Chief Executive Officer of the
Company, and Chief Executive Officer of The Vintage Bank, a wholly owned
subsidiary of the Company, and as may be assigned to him by the Board of
Directors of the Company (the "Board of Directors"), and shall exercise such
power and authority as may from time to time be delegated to him thereby. The
Employee shall devote his full business time and attention to the business and
affairs of the Company as necessary to perform his duties and responsibilities
hereunder, render such services to the best of his ability and use his best
efforts to promote the interests of the Company. The Employee shall faithfully
adhere to, execute and fulfill all policies established by the Company."
2. In all other respects, the terms and provisions contained in the
Employment Agreement shall remain unchanged and in full force and effect. To the
extent that any provision this Amendment contradicts or directly conflicts with
any provision of the Employment Agreement, the terms and provisions of this
Amendment shall apply and shall govern.
IN WITNESS WHEREOF, the Parties hereto have signed this Amendment under
as of the date first written above.
NORTH BAY BANCORP
a California corporation
By:_________________________________
Name: Xxxxx X. Xxx
Title: Chairman of the Board
EMPLOYEE
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Xxxxx X. Xxxxxxxx
