99.20
SECOND AMENDMENT TO
CHANGE IN CONTROL AGREEMENT
This is an amendment to the CHANGE IN CONTROL AGREEMENT and FIRST AMENDMENT
TO CHANGE IN CONTROL AGREEMENT previously entered into on January 28, 1999 and
June 7, 2001, respectively, by and between XXXX XXXX and SAN XXXXXXX BANK
(collectively, the "CHANGE IN CONTROL AGREEMENT").
The parties to this AMENDMENT hereby agree to the following:
A. That the creation of the bank holding company to be named San Xxxxxxx
Bancorp., a California corporation, and the subsequent acquisition of San
Xxxxxxx Bank, a California corporation, by San Xxxxxxx Bancorp., does not
constitute a "Change in Control" under Paragraph 1.(a) of the CHANGE IN
CONTROL AGREEMENT.
B. That the change of XXXX XXXX'x employment status from President and Chief
Executive Officer of San Xxxxxxx Bank to President of San Xxxxxxx Bancorp.,
and President and Chief Executive Officer of San Xxxxxxx Bank, does not
constitute "Good Reason" under Paragraph 1.(b) of the CHANGE IN CONTROL
AGREEMENT.
C. That neither the transaction described in Paragraph A above nor the change
in employment status of XXXX XXXX described in Paragraph B above entitles
XXXX XXXX to the Severance Payment described in Paragraph 1.(c) and
Paragraph 1.(d) of the CHANGE IN CONTROL AGREEMENT, or to any benefits in
the Incentive Programs described in Paragraph 1.(e) of the CHANGE IN
CONTROL AGREEMENT.
NOW, THEREFOR, the parties to this AMENDMENT hereby agree to amend the CHANGE IN
CONTROL AGREEMENT as follows:
1. The words "SAN XXXXXXX BANK, (the "Bank")" in the initial paragraph
are hereby changed to state:
SAN XXXXXXX BANK and SAN XXXXXXX BANCORP.
For purposes of this Agreement, the term the "Bank"
shall hereinafter collectively refer to SAN XXXXXXX
BANK and/or SAN XXXXXXX BANCORP.
2. In all other respects, the parties reaffirm the CHANGE IN CONTROL
AGREEMENT dated January 28, 1999 and amended on June 7, 2001.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, each of the parties has executed this Amendment, in the
case of San Xxxxxxx Bank and San Xxxxxxx Bancorp by its duly authorized
officers, this 30th day of April, 2003.
EXECUTIVE: SAN XXXXXXX BANK
/s/ Xxxx Xxxx By: /s/ Xxxxx Xxxxxx
------------------------ ------------------------------
Xxxx Xxxx Xxxxx Xxxxxx, Chairman of the
Board
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxx Xxxxx, Chief Financial
Officer
SAN XXXXXXX BANCORP
By: /s/ Xxxxx Xxxxxx
-----------------------------
Xxxxx Xxxxxx, Chairman and CEO
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxx Xxxxx, Chief Financial
Officer
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