Exhibit 10 (yy)
First Amendment to the
XXXXX X. XXXXX'EXECUTIVE SALARY CONTINUATION AGREEMENT
FEBRUARY 14, 2006
The original agreement was dated and signed on July 27, 1993.
The following document outlines the amendments to the original agreement
which were agreed upon and signed on February 14, 2006.
ARTICLE 1
Section 1.4
"Said amount shall be payable monthly within sixty (60) days after the
90th day of Disability, for a period of One Hundred eighty (180) months."
Change to "Two Hundred forty (240) months".
ARTICLE 3 -
Section 3.1
Retirement. If the Executive retires from active daily employment with
the Bank after attaining age fifty-five (55), or upon such later date as
may be mutually agreed upon by the Executive and the Bank, The Bank shall
pay the Executive the annual sum of Seventy Five Thousand Dollars
($75,000) payable monthly beginning on the first day of the month
following such retirement for a period of one hundred eighty months.
Fifty-five (55) - Shall now be changed to Fifty-eight (58)
Seventy Five Thousand Dollars ($75,000) shall be changed to One Hundred
Thousand Dollars ($100,000)
ARTICLE 4
4.1.2 Change 180 months to 240 months.
4.1.4. Delete existing section in its entirety and insert the following:
Change in Control. In the event of a Change in Control, should the
Executive at his own discretion elect not to continue employment,
Executive shall be entitled to payments in accordance with Schedule A
under the Column headed "Voluntary Termination of Service by the
Executive".
If however there is "Constructive Separation from Service", Executive
shall be entitled to payments in accordance with Schedule A, attached
hereto under the Column headed "Other Termination of Employment Annual
Benefit Amount."
"Constructive Separation from Service" means that the Executive, prior to
Retirement Age, for reasons other than Death, Disability, or Termination
for Cause, experiences any of the following:
Without the Executive's express written consent, the assignment to the
Executive of any material duties or responsibilities inconsistent with the
Executive's position;
A reduction by the Bank in the Executive's base salary;
Without the Executive's express written consent, the taking of any action,
by the Bank which would adversely affect the Executive's participation in
or materially reduce the Executive's benefits under any benefit plans, or
the reduction of vacation benefits based on years of service in accordance
with the Bank's normal vacation policy on the date hereof;
Any failure of the Bank to obtain the assumption of, or the agreement to
perform, this Agreement by any successor as contemplated by the Board of
Directors on the date hereof;
The Bank requiring the Executive to be based anywhere other than the
Santa Xxxx or Sonoma County except for required travel on Bank business
to an extent substantially consistent with the Executive's present
business travel obligations or, in the event the Executive consents to any
relocations, the failure of the Bank to pay (reimburse the Executive) for
all reasonable moving expenses incurred by the Executive relating to a
change of the Executive's principal residence with such relocation.
ARTICLE 5
Section 5.1
"Seventy Five Thousand Dollars ($75,000)" shall be changed to One Hundred
Thousand Dollars ($100,000)
"One Hundred Eighty Months (180)" shall be changed to Two Hundred Forty
Months (240)
SCHEDULE "A" - Vesting Schedule shall be replaced in its entirety with the
Revised Attached Schedule "A" which follows;
SCHEDULE "A"
Vesting Schedule
Years of Voluntary Termination of Other Termination
Service Service by Executive of Employment
after 1993 Annual Benefit Amount Annual Benefit Amount
1 $18,514
2 $20,453
3 $22,595
4 $24,961
5 $27,574
6 $30,463
7 $33,651
8 $37,175
9 $41,067
10 $45,368
11 $50,119
12 $55,367
13 $75,000 $100,000
14 $80,000 $100,000
15 $85,000 $100,000
16 $90,000 $100,000
17 $95,000 $100,000
18 $100,000 $100,000
IN WITNESS WHEREOF, the Bank has caused this to be duly executed by
its Chairman of the Board of Directors and its corporate seal affixed,
duly attested by its Secretary, and the Executive has hereunto set his
hand at Santa Rosa, California, the 14th day of February, 2006.
EXECUTIVE: BANK:
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxx, Xx.
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Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xx.
Executive Vice President Chairman of the Board
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Corporate Secretary
