EXHIBIT 10.29.1
AMENDMENT TO THE
XXXX X. XXXX EMPLOYMENT AGREEMENT
I. RECITALS
A. Southwest Community Bancorp ("Bancorp") employs Xxxx X. Xxxx
("Executive") as its President and Chief Operating Officer;
B. On October 29, 2004, Bancorp and Executive entered into an
employment agreement (the "Agreement") memorializing the terms of
the employment relationship;
C. Certain provisions of the Agreement must now be amended on or
before December 31, 2006 to comply with the provisions of
Internal Revenue Code Section 409A.
NOW, THEREFORE, the Agreement is amended as follows:
II. AMENDMENTS
A. Paragraph F.4, Merger or Other Corporation Reorganization, is
amended in full to read as follows:
F.4. Merger or Other Corporate Reorganization. In the event of
(i) a merger where Bancorp or its Bank subsidiary is not the surviving
corporation, (ii) a transfer of all or substantially all of the assets
of Bancorp or its Bank subsidiary, or (iii) any acquisition,
consolidation, or other corporate reorganization where there is a
change in ownership of at least fifty-one percent (51%) of either
corporation, except that may result from a transfer of shares to
another corporation in exchange for at least eighty percent (80%)
control of that corporation, and, in the event that this Agreement and
Executive's employment are terminated for any reason by either
Executive or by the surviving entity during the two (2) year period
immediately following the effective date of consummation of such merger
or other corporate reorganization, in the event of a merger, or in the
event of an acquisition of stock in Bancorp, then Executive shall be
entitled to each of the following benefits: (i) the Base Salary and
pro-rata share of bonus pool earned by Executive prior to the date of
termination, computed up to and including that date, (ii) accrued but
unused vacation time, (iii) the continuation of all medical and life
insurance benefits that were granted to him during his employment with
Bancorp for a period of twenty-four (24) months immediately following
the effective date of termination, and (iv) an amount equal to
twenty-four (24) months of Executive's Base Salary in effect
immediately prior to the date of termination, which shall be payable in
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installments in accordance with Bancorp's normal payroll periods;
provided, if Executive is a "specified employee" under section 409A of
the Internal Revenue Code of 1986, as amended (the "Code") as of the
date of termination, payments due during the first six (6) months
following the date of termination shall not be paid but shall be
accumulated and paid on the first normal payroll date following the
date that is six months after the date of termination. Notwithstanding
the foregoing, no such severance benefit shall be payable to Executive
in the event that this Agreement is terminated during the
above-described two (2) year period for any of the reasons delineated
in Paragraph F.1 above.
B. The following is added to Paragraph G - General Provisions:
12. Section 409A Compliance. Notwithstanding anything in this
Agreement to the contrary, the provisions of this Agreement shall be
operated, administered and construed to comply with the requirements of
section 409A of the Code ("Section 409A") and all other guidance issued
by governmental authorities with respect to Section 409A as of the date
of termination of employment and as such this Agreement shall be
subject to amendment, with the prior written consent of the Executive,
on a prospective or retroactive basis to the extent necessary to effect
such compliance.
This Amendment is adopted to be effective as of April 19, 2006.
SOUTHWEST COMMUNITY EXECUTIVE
BANCORP
By: /s/ Xxxxx X. Xxxxxxxxxxx /s/ Xxxx X. Xxxx
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Xxxxx X. Xxxxxxxxxxx Xxxx X. Xxxx
Chief Executive Officer
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
Corporate Secretary
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