Exhibit 99.22
FIRST AMENDMENT TO
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CHANGE IN CONTROL AGREEMENT
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This is an amendment to the CHANGE IN CONTROL AGREEMENT previously entered
into on June 7, 2001 by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and SAN ▇▇▇▇▇▇▇ BANK.
The parties to this AMENDMENT hereby agree to the following:
A. That the creation of the bank holding company to be named San ▇▇▇▇▇▇▇
Bancorp., a California corporation, and the subsequent acquisition of San
▇▇▇▇▇▇▇ Bank, a California corporation, by San ▇▇▇▇▇▇▇ Bancorp ., does not
constitute a "Change in Control" under Paragraph 1.(a) of the CHANGE IN
CONTROL AGREEMENT.
B. That the change of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇' employment status from Senior Vice
President, Chief Financial Officer and Corporate Secretary of San ▇▇▇▇▇▇▇
Bank to Senior Vice President, Chief Financial Officer and Corporate
Secretary of San ▇▇▇▇▇▇▇ Bancorp ., and Senior Vice President, Chief
Financial Officer and Corporate Secretary of San ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ described in Paragraph B above
entitles ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ BANK, (the "Bank")" in the initial paragraph
are hereby changed to state:
SAN ▇▇▇▇▇▇▇ BANK and SAN ▇▇▇▇▇▇▇ BANCORP. For purposes
of this Agreement, the term the "Bank" shall hereinafter
collectively refer to SAN ▇▇▇▇▇▇▇ BANK and/or SAN
▇▇▇▇▇▇▇ BANCORP.
2. In all other respects, the parties reaffirm the CHANGE IN CONTROL
AGREEMENT dated 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 ▇▇▇▇▇▇▇ Bank and San ▇▇▇▇▇▇▇ Bancorp by its duly authorized
officers, this 30th day of April, 2003.
EXECUTIVE: SAN ▇▇▇▇▇▇▇ BANK,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Chairman of the Board
By: /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇, President and CEO
SAN ▇▇▇▇▇▇▇ BANCORP,
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, Chairman and CEO
By: /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇, President
[SIGNATURE PAGE TO FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT]
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