EXHIBIT 10.3.1
AMENDMENT NO. 1 TO
EMPLOYMENT, SEVERANCE AND RETIREMENT BENEFITS AGREEMENT
DATED MARCH 27, 1998
RECITALS
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WHEREAS, Cupertino National Bancorp ("Cupertino"), its wholly owned
subsidiary Cupertino National Bank (the "Bank") and Xxxxx X. Xxxx ("Employee")
previously entered into an employment agreement entitled the "Employment,
Severance and Retirement Benefits Agreement" dated July 31, 1995 and effective
as of September 1, 1994 (the "Agreement"), which sets forth the terms and
conditions of Employee's employment with Cupertino and the Bank;
WHEREAS, upon the November 27, 1996 merger of Mid-Peninsula Bancorp
("Mid-Peninsula") and Cupertino pursuant to which Mid-Peninsula survived and was
renamed Xxxxxxx Xxx Xxxxxxx ("Xxxxxxx Xxx"), Xxxxxxx Xxx succeeded to the
obligations of Cupertino under the Agreement;
WHEREAS, Sections 5.3 and 5.4 of the Agreement provide that upon
Employee's involuntary termination of employment or upon his termination of
employment on account of a change in control (as defined therein), Employee will
be entitled to severance benefits payable in such amount and upon such terms as
provided under Sections 5.3 and 5.4 of the Agreement;
WHEREAS, Section 6 of the Agreement provides that upon Employee's
cessation of employment upon the Employee's retirement age, Employee will be
entitled to certain retirement benefits payable in such amount and upon such
terms as provided under Section 6 of the Agreement;
WHEREAS, the Board of Directors of Greater Bay has approved and
adopted the Greater Bay Bancorp Termination and Layoff Pay Plan II (the
"Termination Plan II"), effective January 1, 1998, which provides Employee with
severance benefits upon his involuntary termination of employment;
WHEREAS, the Board of Directors of Greater Bay has approved and
adopted the Greater Bay Bancorp Change in Control Pay Plan II (the "Change in
Control Plan II"), effective January 1, 1998, which provides Employee with
severance benefits upon Employee's termination of employment on account of a
change in control;
WHEREAS, the Board of Directors of Greater Bay has approved and
adopted the Greater Bay Bancorp Supplemental Executive Retirement Plan ("SERP"),
effective December 31, 1997, which provides Employee with certain retirement
benefits pursuant to the terms and conditions set forth in the SERP;
WHEREAS, due to implementation of the Termination Plan for Key
Executives and the Change in Control Plan for Key Executives, Greater Bay, the
Bank and Employee agree that it is appropriate to delete Sections 5.3 and 5.4
from the Agreement, effective January 1, 1998; and
WHEREAS, due to the implementation of the SERP, Greater Bay, the Bank
and Employee agree that it is appropriate to delete Section 6 from the
Agreement, effective December 31, 1997.
NOW THEREFORE, in accordance with the foregoing recitals:
1. The parties hereby agree to amend the Agreement by deleting
Section 5.3 and Section 5.4 in their entirety, effective January 1, 1998, and
Section 6 of the Agreement in its entirety, effective December 31, 1997.
2. Except as expressly set forth in this Amendment No. 1 to
Employment Agreement, no provision of the Agreement is waived and the Agreement
is not otherwise amended or modified, and shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 1 to Employment, Severance and Retirement Benefits Agreement as of
the day and year first above written.
GREATER BAY BANCORP
By /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: SVP, Controller
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CUPERTINO NATIONAL BANK
By /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: SVP, CFO
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EMPLOYEE
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
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