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Exhibit 10.2(a)
WAIVER AGREEMENT
This Waiver Agreement ("Waiver Agreement") is entered into on
August 18, 2006, by and between PLACER SIERRA BANK, a
California banking corporation (the "Bank"), and FRANK J.
MERCARDANTE ("Executive").
WHEREAS, Executive and the Bank’s predecessor
Southwest Community Bank ("Southwest") entered into an Employment
Agreement (the "Employment Agreement"), dated November 7,
2005, as amended April 19, 2006;
WHEREAS, Executive and Southwest entered into an
Executive Supplemental Compensation Agreement (the "Supplemental
Agreement"), dated October 17, 2001, as amended April 19,
2006;
WHEREAS , among other benefits, Section F.8(c)(iv) of the
Employment Agreement provides for Southwest to pay Executive salary
continuation of his base salary (the "Severance Payments") for
thirty-six (36) months following the termination of
Executive’s employment with Southwest in conjunction with a
change in control of Southwest;
WHEREAS , among other benefits, Section 5.4 of the
Supplemental Agreement provides for Southwest to pay Executive
monthly payments for Executive’s lifetime (the "SERP
Payments") commencing with the month following the termination of
Executive’s employment with Southwest in conjunction with a
change in control of Southwest;
WHEREAS , a change in control of Southwest occurred on
June 9, 2006, and in connection therewith the Bank has
succeeded to the rights and obligations of Southwest under the
Employment Agreement and the Supplemental Agreement;
WHEREAS , Executive’s employment with Southwest
terminated on June 9, 2006;
WHEREAS , Executive is willing to waive portions of the
Severance Payments and the SERP Payment;
NOW THEREFORE, in consideration of the mutual promises
and agreements contained herein, the adequacy and sufficiency of
which are hereby
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