50 of the Top 250 law firms use our Products every day
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment
Agreement (the “Second Amendment”) is made and is
effective as of August 26, 2009, by and between Heritage Oaks Bank,
a California state chartered bank (“Bank”) and Lawrence
P. Ward (“Executive”).
RECITALS
This Second Amendment is made with regard to the
following facts:
|
|
Executive is
currently employed by the Bank pursuant to that certain Employment
Agreement dated as of January 1, 2005 by and between the Bank and
the Executive (the “Agreement”).
|
|
|
Heritage Oaks
Bancorp (the “Company”), the Bank’s holding
company, closed a transaction with the United States Department of
Treasury (the “Treasury”) and as a result, became a
participant in the Capital Purchase Program (“CPP”), as
authorized under the Troubled Asset Relief Program
(“TARP”).
|
|
|
As a result of
the Company’s participation in the CPP, the Company and its
subsidiaries, including the Bank, are subject to executive
compensation and other restrictions as set forth in the CPP, as
modified by the American Recovery and Reinvestment Act of 2009
(“ARRA”) and the Interim Final Rule on TARP Standards
for Compensation and Corporate Governance published in the Federal
Register on June 15, 2009 (the “Interim Final
Rule”).
|
|
|
Executive and
Bank desire to amend the terms of the Agreement in the manner set
forth herein for the purpose of complying with TARP.
|
TERMS
In
consideration of the premises and the respective covenants and
agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree as
follows:
|
|
Section 6(b) of
the Agreement is amended and restated as follows:
|
|
|
|
Bonuses . Executive may receive certain
annual bonus compensation during the Term of this Agreement as
follows:
|
|
|
1997
Bonus Plan . During each year of the Term,
Executive shall be eligible to participate in the 1997 Bonus Plan
and to receive a bonus from such bonus plan in an amount to be
determined by the Board’s compensation
committee.
|
|
|
Discretionary Bonus
. Executive may also,
in the discretion of the Board, receive an additional bonus based
on individual merit and performance. The amount of this
bonus, if any, in any such year shall be determined by the Board,
in its sole discretion.
If the
Company is subject to the executive compensation limitations under
the United States Treasury Department’s Troubled Asset Relief
Program (“TARP”,) the payment of any such discretionary
bonus shall be subject to those restrictions set forth under
TARP. Such restrictions specifically include the
requirement that any and all such bonuses and/or portions thereof
shall be subject to forfeiture and/or repayment by the Executive to
the Company if the payment of such bonus was based on materially
inaccurate financial statements or any other materially inaccurate
performance metric criteria.
|
|
|
Section 8(h) of
the Agreement is hereby removed in its entirety and amended to read
as follows:
|
|
|
|
Reduction
of Payment; Compliance with Laws; IRC Section 409A
Compliance .
|
|
|
Notwithstanding anything in the foregoing to the
contrary, if the payments made to Executive following a
Termi
|
|
