EXHIBIT 10.1
FIRST AMENDMENT TO THE
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
This
First Amendment (“Amendment”) to the Agreement and Plan
of Reorganization and Merger dated October 6, 2006 (the
“Original Agreement”) is entered as of December 1,
2006, by and among United Security Bancshares, a California
corporation (“Bancshares”); United Security Bank, a
California banking corporation and wholly-owned subsidiary of
Bancshares (“USB”) and Legacy Bank, N.A. a national
banking association (“Legacy”).
RECITALS:
WHEREAS,
Bancshares, USB and Legacy entered into the Original Agreement, and
the parties desire to amend the Original Agreement by this
Amendment to lift the $25 cap on the Average Closing Price as
defined in the Original Agreement.
NOW,
THEREFORE, in consideration of these premises and mutual covenants
herein contained, Bancshares, USB and Legacy hereby agree as
follows:
1.
Definition of Average Closing Price . The definition
of “Average Closing Price” in the Definitions section
of Article I of the Original Agreement is amended in its entirety
as follows:
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“Average Closing
Price” shall mean the average of the daily closing price of a
share of Bancshares Common Stock reported on the NASDAQ Global
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