EXHIBIT 10.15(a)
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 April
15, 2002 ("Employment Agreement"), is made by and among THE VINTAGE BANK, INC.,
a California banking corporation ("Bank"), and John A. Nerland ("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 is employed
by the Solano Bank ("Solano Bank"), a division of The Vintage Bank, a California
corporation doing business as "Solano Bank", operating as a wholly-owned
subsidiary of North Bay Bancorp, a California corporation;
WHEREAS, on January 10, 2005, Solano Bank merged into the Bank, and
therefore, by operation of law, Employee became employed by Bank subject to the
terms and conditions set forth in the Employment Agreement; 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 Solano Bank (a division of The
Vintage Bank, a California banking corporation doing business as "Solano 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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John A. Nerland