EXHIBIT 10.7
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
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This FIRST AMENDMENT ("Amendment") entered into this 28th day of March
2005 effective as of January 18, 2005, to the EMPLOYMENT AGREEMENT dated May 1,
2001 ("Employment Agreement"), is made by and among THE VINTAGE BANK, INC., a
California banking corporation ("Bank"), and Glen C. Terry ("Employee")
(together with Bank, the "Parties"). Capitalized terms used but not defined
herein shall have the meaning ascribed to such terms in the Agreement.
RECITALS
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WHEREAS, by the terms of the Employment Agreement, Employee agreed to
be employed by the Solano Bank ("Solano Bank"), a wholly-owned subsidiary of
North Bay Bancorp, a California corporation ("North Bay Bancorp");
WHEREAS, pursuant to that certain Assignment and Assumption Agreement
entered into by and between Solano Bank, Bank and North Bay Bancorp on April 1,
2002, Solano Bank assigned and transferred it's right, title and interest in and
to and all of Solano Bank's obligations under the Employment Agreement to Bank;
and
WHEREAS, the Parties desire to enter into this Amendment to clarify the
duties and responsibilities of the Employee.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants contained herein, the Parties hereto agree as follows:
AGREEMENT
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1. Section 1.2 of the Employment Agreement is hereby modified and
replaced in entirety with the following language in lieu thereof:
"1.2 Duties of the Employee. During the Term of this Agreement, the
Employee shall diligently perform all duties and responsibilities reasonably
accorded to and expected of the President of the Bank and as may be assigned to
him by the Board of Directors of the Bank and the Chief Executive Officer of the
Bank, and shall exercise such power and authority as may from time to time be
delegated to him thereby. The Employee shall devote his full business time and
attention to the business and affairs of the Bank as necessary to perform his
duties and responsibilities hereunder, render such services to the best of his
ability and use his best efforts to promote the interests of the Bank. The
Employee shall faithfully adhere to, execute and fulfill all policies
established by the Bank."
2. In all other respects, the terms and provisions contained in the
Employment Agreement shall remain unchanged and in full force and effect. To the
extent that any provision this Amendment contradicts or directly conflicts with
any provision of the Employment Agreement, the terms and provisions of this
Amendment shall apply and shall govern.
IN WITNESS WHEREOF, the Parties hereto have signed this Amendment under
as of the date first written above.
THE VINTAGE BANK, INC.
a California banking corporation
By:______________________________
Name: Terry Robinson
Title: Chief Executive Officer
EMPLOYEE
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Glen C. Terry