EXHIBIT 10.22
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Executive Employment Agreement is made
effective as of the 1st day of February, 2000 among FIRST PROFESSIONAL BANK,
N.A. (the "Bank") and PROFESSIONAL BANCORP, INC. ("PBI") (PBI and the Bank being
collectively referred to herein as "Employer") and Xxxxx Xxxxxxxx (Executive").
RECITALS
WHEREAS, Employer and Executive entered into an Employment Agreement
dated effective as of the 1st day of November, 1999 (the "Employment
Agreement"); and
WHEREAS, Employer and Executive desire to amend the Employment
Agreement in certain respects.
NOW, THEREFORE, in consideration of the foregoing promises and the
terms covenants and conditions that are set forth herein, the parties hereto
agree as follows:
1. SECTION 3. The first sentence of Section 3 of the Employment Agreement is
hereby amended to read as follows:
"Effective as of the date hereof, Executive shall serve as
the Senior Vice President and Chief Financial Officer of PBI and
Executive Vice President, Chief Operating Officer and Chief Financial
Officer of the Bank and shall perform the duties and the
responsibilities set forth in Exhibit A attached hereto and
incorporated herein by reference and shall have the authority and
perform such other duties, services and responsibilities incident in
such positions as are customary of such offices of a bank and a bank
holding company, and such other reasonable duties and
responsibilities that are determined from time to time by the Boards
of Directors of the Bank and PBI (collectively, the "Board")."
2. SECTION 4(A). The first sentence of Section 4(a) of the Employment Agreement
is hereby amended to read as follows:
"Effective February 1, 2000, Executive shall receive an
annual base salary of One Hundred Sixty Thousand Dollars ($160,000)
during the remainder of the Term (the "Annual Base Salary"), payable
in equally, bi-weekly installments."
3. SECTION 4(C). Section 4(c) is hereby amended and restated in its entirety to
read as follows:
"(c) STOCK OPTIONS. Effective February 1, 2000, the options
to purchase 10,000 shares of PBI's common stock granted to Executive
on November 1, 1999 are cancelled. In consideration of Executive
agreeing to enter into this First Amendment to Executive Employment
Agreement, PBI shall grant to Executive, effective February 1, 2000,
stock options to purchase 30,000 shares of PBI. Of these options, as
many thereof as possible shall be incentive stock options (as
permitted by the applicable plan), and the remainder shall be
non-qualified options. The options shall vest as follows: (i) options
to purchase 15,000 shares shall vest immediately on the effective
date hereof, (ii) options to purchase 7,500 shares shall vest on
February 1, 2001, and (iii) the remaining options to purchase 7,500
shares shall vest on February 1, 2002. The exercise price of the
options shall be the average of the closing sales prices of the
shares of PBI during the 30 day period immediately preceding February
1, 2000."
4. SECTION 4(D). Section 4(d) of the Employment Agreement is hereby amended and
restated to read as follows:
"(d) SEVERANCE. If during the two-year period beginning on
the date of this Agreement, (i) PBI or the Bank sells all or
substantially all of its assets to, or merges with, a third party,
AND (ii) Executive's employment is terminated thereafter (within such
two-year period) by Employer for other than Cause or the death or
Incapacity of Executive or by Executive for Good Reason, then
Employer will continue to pay Executive the monthly base salary that
he is earning at the time of such termination for a period of twelve
months following the Date of Termination."
5. RATIFICATION. The remainder of the Employment Agreement is hereby ratified in
all respects.
IN WITNESS WHEREOF, this First Amendment has been executed by
Executive and by duly authorized officers of the Bank and PBI effective as of
the date first written above.
/s/ Xxxxx Xxxxxxxx
___________________________________ FIRST PROFESSIONAL BANK, N.A.
Xxxxx Xxxxxxxx, Executive
By:/s/ Xxxxx Xxxxxxxxx
Title: Vice Chairman
PROFESSIONAL BANCORP, INC.
By: /s/ Xxxxx Xxxxxxxxx
Title: Vice Chairman