EXHIBIT 10.6
AMENDMENT NO. 2
TO
EXECUTIVE SALARY CONTINUATION AGREEMENT
This Amendment No. 2 to the Executive Salary Continuation Agreement
("Amended Agreement") is made and entered into as of this 29th day of July, 1998
by and between The Bank of Hemet, a California banking corporation (the
"Employer") and Xxxxx X. Xxxxx, an individual residing in the State of
California (hereinafter referred to as "Executive").
RECITALS AND UNDERTAKINGS
A. WHEREAS, the Executive is an employee of the Employer and is
serving as its President and Chief Executive Officer;
B. WHEREAS, the Executive's experience and knowledge of the affairs
of the Employer and the banking industry are extensive and valuable;
C. WHEREAS, the Employer has provided Executive with certain salary
continuation benefits as set forth in the Salary Continuation Agreement
("Original Agreement") between Employer and Executive dated March 22, 1995; and
amended on July 16, 1998; and
D. WHEREAS, Employer and Executive desire to adopt a specific
procedure to determine the present value of the Annual Benefit for a fifteen
(15) year period in the event Executive terminates employment with Employer
after a sale of Business.
NOW, THEREFORE, the parties hereto agree to amend the Original Agreement
as follows:
1. Section 5-2 is amended to the Original Agreement and shall
read in the entirety as follows:
5.2 TERMINATION IN A SALE OF BUSINESS. In the event
there is a Sale of Business, the Executive shall be
entitled to be paid in a lump sum the present value
(using the annual discount rate equal to the annual
interest rate of a ten year treasury bond) of the
Annual Benefit for a period of fifteen (15) years
with the Applicable Percentage being 100% to be
paid on the first day of each month, beginning with
the month following the month in which the
Executive for any reason terminates employment with
Employer or a successor of Employer after a Sale of
Business.
The annual interest rate of a ten year treasury
bond will be the yield on the 10 Year Treasury Note
as shown in the "Morning Economic Notes" provided
daily to Employer by Xxxxx Xxxxxx on the date of
the Sale of Business. In the event this source is
no longer available on the date of the Sale of
Business, then the source of the rate will be
selected by mutual agreement of the Employer and
Executive.
The payment of the lump sum will be made to the
Executive by the Employer via wire transfer to the
Executive's choice of bank account as soon as
practicable after the earlier of a) the Sale of
Business (assuming the Executive's termination date
has been contractually or officially established by
the Employer), or b) the effective date of the
Executive's termination by Employer or a successor
of Employer after a Sale of Business.
2. Except as amended hereby, the provisions of the Original
Agreement remain in full force and effect and the enforceability thereof
is not affected by this Amended Agreement.
IN WITNESS WHEREOF, the parties to this Amended Agreement have duly
executed this Amended Agreement as of the day and year first above written.
THE BANK OF HEMET
By: /s/ Xxxx X. XxXxxxxxx, Chairman
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XXXXX X. XXXXX
By: /s/ Xxxxx X. Xxxxx, President and Chief Executive Officer
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