EXHIBIT 10.2.1
FIRST AMENDMENT OF
EMPLOYMENT AGREEMENT
BETWEEN XXXXXX X. XXXXXXX
AND
THE BANK OF GRAYS HARBOR
This First Amendment of Employment Agreement (the "Amendment") is
made and entered into as of June 9, 1999, by and between THE BANK OF GRAYS
HARBOR (the "Bank"), a Washington banking corporation, and XXXXXX X. XXXXXXX
(the "Executive").
RECITALS
A. The Bank and the Executive entered into an Employment Agreement dated May
20, 1998 (the "Agreement"), pursuant to which Executive agreed to serve as
the President and Chief Executive Officer of the Bank for a period of three
years.
B. Harbor Bancorp, Inc. (the "Company"), the parent holding company of the
Bank, has entered into an Agreement and Plan of Merger with Pacific
Financial Corporation ("Pacific") dated as of June 9, 1999 (the "Merger
Agreement"), pursuant to which (i) the Company and Pacific will merge (the
"Merger"); and (ii) the Bank will continue as a wholly-owned subsidiary of
the continuing corporation.
C. Due to certain proposed modifications to the terms of Executive's
employment following the Merger, (1) the parties desire to make certain
amendments to the Agreement; and (2) the Company desires to become a party
to the Agreement.
D. To manifest the parties' intentions with regard to the Merger and
Executive's employment, the parties wish to adopt this Amendment. Unless
otherwise defined, capitalized terms used in this Amendment have the
meanings assigned to them in the Agreement.
TERMS OF AMENDMENT
1. The Company is a party to the Agreement, and any references in the
Agreement to "Bank" will be deemed references to the Bank and/or the
Company, based on the context of the provision.
2. Section 1 of the Agreement is amended by deleting the last line and
inserting the following in place thereof: "The Executive's title with the
Company will be Chief Executive Officer, and the Executive's title with the
Bank will be President and Chief Executive Officer."
3. Section 2 of the Agreement is amended by deleting subsection (b) in its
entirety and inserting the following in place thereof:
(b) Subject to Section 5, the term of this Agreement ("Term") is
three years, beginning on the Effective Date.
4. Section 2 of the Agreement is further amended by inserting the following
after subsection (b):
(c) EXTENSION. At the option of the parties to the Agreement,
Executive's employment with the Company and/or the Bank may be
extended for one year, upon terms mutually agreed to by the
parties.
5. Section 3 of the Agreement is amended by deleting the first line and
inserting the following in place thereof: "The Executive will serve as
Chief Executive Officer of the Company and as the President and Chief
Executive Officer of the Bank."
6. Section 3 is further amended by re-lettering subsection (b) as subsection
(c) and inserting the following immediately before such provision:
(b) COMPANY PERFORMANCE. The Executive will be responsible for
overseeing, as necessary, the President's performance, including,
without limitation, directing that daily operational and managerial
matters are preformed in a manner consistent with the Company's
policies. Together with the President, Executive will be responsible
for formulating and implementing the Company's expansion strategies
and performing all other tasks in connection with the Company's
management and affairs that are normal and customary to the
Executive's position.
7. Section 9 of the Agreement is amended by deleting all references to "Grays
Harbor County" and inserting "Grays Harbor and Pacific Counties" in place
thereof.
Dated as of June 9, 1999:
THE BANK OF GRAYS HARBOR HARBOR BANCORP, INC.
/s/ Xxx X. Xxxxxx /s/ Xxx X. Xxxxxx
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By: By:
Its: Its:
XXXXXX X. XXXXXXX, EXECUTIVE
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
