First Amendment to Employment Agreement



  
 Exhibit 10.1

 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT 
 THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of October 12, 2010 by and among Pacific Capital Bank, N.A. (the “Bank”) and Pacific
Capital Bancorp (“PCB”) on the one hand, and George S. Leis (“Executive”) on the other hand, on the basis of the following. 
 WHEREAS, the Bank, PCB and Executive are parties to an Employment Agreement dated as of March 11, 2010 (the “Agreement”); and 

WHEREAS, the parties desire to amend the Agreement as provided herein. 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the sufficiency of which is acknowledged, the parties
hereby agree as follows: 
 1. Definitions. Except as otherwise provided herein, capitalized terms used in this Amendment
shall have the definitions set forth in the Agreement. 
 2. Amendments. 

(a) All references in the Agreement to “President and Chief Executive Officer” are hereby deleted and replaced with
“President and Chief Operating Officer.” 
 (b) Section B.1 of the Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof: 
 “1. Duties. Executive shall be employed as President and Chief
Operating Officer and shall report to the Chief Executive Officer of PCB and the Bank. Executive shall have such duties as the Chief Executive Officer or Board of Directors of PCB or the Bank shall determine from time to time, and which are
customarily performed by the President and Chief Operating Officer of a commercial banking institution in California. Executive shall perform his duties faithfully, diligently and to the best of his ability, consistent with the highest and best
standards of the banking industry and in compliance with applicable laws.” 
 (c) Section F.1 of the Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof: 
 “1. Without Cause. Executive’s
employment hereunder may be terminated at any time in the sole and absolute discretion of the Chief Executive Officer of PCB and the Bank. If Executive’s employment is terminated under this Section F.1 the Bank shall pay Executive the base
salary earned but unpaid through the date of termination, along with any earned but unused vacation pay due at the time of termination.” 
 (d) The reference in Section F.4 of the Agreement to “California Commissioner of Financial Institutions” is hereby deleted and replaced with “Office of the Comptroller of the
Currency.” 







  
 (e) The notice
addresses for the Bank and PCB set forth in Section G.7 of the Agreement are hereby deleted in their entirety and the following is substituted in lieu thereof: 
 “Pacific Capital Bank, N.A. and Pacific Capital Bancorp 
 20 East Carrillo
Street, 2nd Floor 
 Santa Barbara, California 93101 
 Attention: Chief Executive Officer 
 Telephone: 805-882-3801 

Facsimile 805-882-3888 
 With a copy to: 
 Chairman of the Board 

Pacific Capital Bancorp 
 200 Crescent Court, Suite 1350 
 Dallas, Texas 75201 

Telephone: (214) 871-5197 
 Facsimile: (214) 871-5199” 
 (f) Exhibit 1 to the Agreement is hereby
deleted in its entirety. 
 3. Terms of Agreement. Except as expressly modified hereby, all terms, conditions and
provisions of the Agreement shall continue in full force and effect. 
 4. Conflicting Terms. In the event of any
inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control. 
 5. Entire Agreement. This Amendment and the Agreement constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof. All previous discussions and
agreements with respect to this subject matter are superseded by the Agreement and this Amendment. This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one
and the same instrument. Facsimile counterparts shall be deemed to be originals. 
 [Signature page follows] 

  
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 IN WITNESS
WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. 
  

							
	Date: October 12, 2010	 		 	PACIFIC CAPITAL BANCORP
				
		 		 	By:	 	 /s/ Carl Webb

		 		 	Name:	 	Carl Webb
		 		 	Title:	 	Chief Executive Officer
			
	Date: October 12, 2010	 		 	PACIFIC CAPITAL BANK, N.A.
				
		 		 	By:	 	 /s/ Carl Webb

		 		 	Name:	 	Carl Webb
		 		 	Title:	 	Chief Executive Officer
			
	Date: October 12, 2010	 		 	 /s/ George S. Leis

		 		 	George S. Leis

 . 

  
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