Exhibit 10.2 Stock Purchase Amendment Agreement for Xxxxx X. Xxxxx.
STOCK PURCHASE RIGHTS AMENDMENT AGREEMENT
This Stock Purchase Amendment Agreement ("Agreement") is made and entered into
as of the 12th day of February, 1999, between Cerritos Valley Bancorp ("CVB"),
and Xxxxx Xxxxx (hereinafter referred to as "Executive").
RECITALS:
WHEREAS, Executive was granted stock purchased rights ("Rights") and has entered
into a related stock purchase agreement ("Purchase Agreement") pursuant to the
Cerritos Valley Bancorp 1993 Stock Purchase Plan;
WHEREAS, CVB is a party to an Agreement and Plan of Reorganization and Merger by
and among Belvedere Capital Partners, Inc., as general partner of California
Community Financial Institutions Fund, Limited Partnership, Cerritos Merger Co.,
CVB and Cerritos Valley Bank (the "Agreement") dated as of February 12, 1999
pursuant to which Cerritos Valley Bancorp will merge with Cerritos Merger Co., a
wholly owned subsidiary of California Community Financial Institutions Fund,
Limited Partnership, with CVB being the surviving entity and becoming a wholly
owned subsidiary of California Community Financial Institutions Fund, Limited
Partnership (the "Merger");
WHEREAS, in the Agreement, a condition precedent to the obligations of
California Community Financial Institutions Fund, Limited Partnership to
consummate the Merger is the execution of this Agreement providing for the
deferral by Executive of any action to purchase any stock under the Purchase
Agreement and the amendment of the Purchase Agreement to reflect the
acceleration of the expiration date of half of the rights to purchase stock of
CVB in exchange for CVB repurchasing, immediately after the Merger, 75,000
shares of CVB common stock owned by Executive at $28.52 per share.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
conditions herein contained, the parties hereto, intending to be legally bound,
do hereby agree as follows:
1. Executive agrees not to exercise his Rights as to any part until after
the consummation of the Merger.
2. Upon consummation of the Merger, Executive and CVB agree to amend the
Purchase Agreement to reflect the acceleration of the expiration date with
respect to 75,000 Rights from November 1, 2003 to eighteen months after the
consummation of the Merger in exchange for the purchase by CVB, subject to
necessary regulatory approvals, as soon as practicable after the consummation of
the Merger of 75,000 shares of CVB common stock owned by Executive at the cash
price of $28.52.
3. In the event the Merger is not consummated pursuant to the Agreement
or an amendment thereto, the provisions of the Purchase Agreement shall remain
in full force and effect and the enforceability thereof is not affected by this
Agreement.
3. This Agreement shall supersede and terminate in all respects and in
its entirety the Purchase Agreement, and all rights and claims to rights
provided therein, and shall fully discharge any and all claims which Executive
may have against CVB or its successors or assigns in connection with the
Purchase Agreement. This Agreement contains all of the terms and conditions
agreed upon
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by the parties regarding the subject matter of this Agreement. Any prior
agreements, promises, negotiations, or representations, oral or written,
relating to the subject matter of this Agreement not expressly set forth in this
Agreement shall have no force and effect. This Agreement may only be modified
in a writing signed by the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
CERRITOS VALLEY BANCORP
By: /s/ Xxxxx Xxxxxxxxx
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EXECUTIVE
/s/ Xxxxx X. Xxxxx
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Xxxxx Xxxxx
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