Exhibit 10.57
FIRST AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT ("Amendment") to that Amended and Restated Employment
Agreement dated August 28, 1998 ("Agreement") is entered into between SierraWest
Bank, a California banking corporation ("SierraWest") and Xxxxxxx X. Xxxx
("Xxxx") as of January 8, 1999.
NOW THEREFORE, the parties hereto agree as follows:
1. The Agreement is hereby amended to add a new Section 2.6 as
follows:
2.6 SECTION 280G CUTBACK PROVISION. Notwithstanding any other provision of
this Agreement, if any payment to be made or benefit to be provided to Xxxx
pursuant to this Agreement, after taking into account all other payments or
benefits provided by SierraWest to Xxxx, would constitute a "parachute payment"
as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), then the payments to be made or benefits to be provided to Xxxx shall
be reduced so that the Aggregate present value of all parachute payments does
not exceed 299% of Xxxx'x "annualized includible compensation for the base
period" (as such term is defined in Section 280G(d)(1) of the Code). The
determination of any reduction in the payments or benefits to be provided to
Xxxx shall be made by SierraWest and any dispute with respect thereto shall be
resolved in accordance with Section 4.7 of this Agreement.
2. All other terms and conditions of the Agreement shall remain in
full force and effect.
3. This Amendment may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as
of October 1, 1994.
SIERRAWEST BANK, a California banking corporation
By: /s/ Xxxxxxx X. Xxxxxx Date: 1/8/99
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Xxxxxxx X. Xxxxxx
Chairman of the Board
/s/ Xxxxxxx X. Xxxx Date: 1/8/99
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Xxxxxxx X. Xxxx
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