Exhibit 10.3
FIRST AMENDMENT TO THE
XXXXXXX X. XXXXXXXX
EMPLOYMENT AGREEMENT
This First Amendment ("First Amendment") to that certain
Employment Agreement dated October 1, 2003, with an effective date of January 1,
2003 ("Original Agreement"), which amended and restated that certain Employment
Agreement made as of September 1, 2001 ("Old Agreement"), is entered into as of
the 23rd day of June 2005 by and between Xxxxxxx X. Xxxxxxxx, an individual
("Executive") and Temecula Valley Bank ("Bank").
R E C I T A L
Pursuant to an approval of the independent directors of the
Bank on June 22, 2005, Bank and Executive wish to amend the Original Agreement
as provided in this First Amendment.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, the parties hereby agree and
consent to the amendment of the Original Agreement, effective on the date
hereof, as follows:
1. The first paragraph of Section D.4. to the Original Agreement is amended
in its entirety to read as follows:
"4. Bonus. For each year end within the Term,
Executive shall be entitled to an Incentive Bonus determined
in accordance with this Section if the Threshold Test is met.
The Threshold Test shall be deemed to have been met if one or
more of the following exists: (i) Bank's regular outside
independent loan reviewer gives a favorable review of the loan
quality of Bank at, or within four months of, the end of the
year; (ii) net loan losses for the year do not exceed one
percent of gross outstanding loans at the beginning of the
year; or (iii) the latest report of supervisory activity of
Bank by the Office of the Comptroller of the Currency (or
other bank regulatory agency) rates Bank no less than
satisfactory. The Incentive Bonus shall equal 6% of Bank's
"Profits." For purposes of this Section 4, "Profits" shall
mean Bank's net income before income taxes and before the
effect of this bonus or any other bonuses based on the profits
of Bank."
2. Continued Effect. Except as otherwise expressly provided herein, the
Original Agreement will continue in full force and effect, in accordance with
its terms.
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3. Miscellaneous. This First Amendment will be governed in all respects by
the laws of the State of California as such laws are applied to agreements
between California residents entered into and to be performed entirely within
California. This First Amendment constitutes the full and entire understanding
and agreement between the parties with regard to the subjects hereof and
supersedes all prior written and oral agreements, representations and
commitments, if any, between the parties with respect to such subjects. This
First Amendment may be executed in any number of counterparts, each of which
will be an original, but all of which together will constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
First Agreement on June 23, 2005.
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
TEMECULA VALLEY BANK
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Secretary and Chief Financial Officer
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