Exhibit 10.1


 


AMENDMENT TO

FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This Amendment to First
Amended and Restated Employment Agreement (this “Amendment”)
is made and entered into as of September 8, 2010 by and among Manhattan
Bancorp  (“MB”),
Bank of Manhattan, N.A. (the “Bank”)
and Dean Fletcher (“Executive”)
for the purposes set forth hereinafter.


 


W I T N E S S E T H


 


WHEREAS, MB is a California
corporation and bank holding company registered under the Bank Holding Company
Act of 1956, as amended, subject to the supervision and regulation of the Board
of Governors of the Federal Reserve System (“FRB”);


 


WHEREAS, MB is the parent
holding company for the Bank, which is a national banking association and
wholly-owned subsidiary of MB, subject to the supervision and regulation of the
Office of the Comptroller of the Currency (“OCC”);


 


WHEREAS, Executive is
currently Executive Vice President and Chief Financial Officer of the Bank and
MB pursuant to that certain First Amended and Restated Employment Agreement
dated March 26, 2009 by and among MB, the Bank and Executive (the “Agreement”); and


 


WHEREAS, MB, the Bank and
Executive desire to amend the Agreement upon and subject to the terms and
conditions contained herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein, MB, the
Bank and Executive 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)                                  Section A of the Agreement is hereby
amended and restated in its entirety as follows:


 


“A.                             TERM OF EMPLOYMENT


 


The term of this Agreement (“Term”) commenced on August 15, 2007,
the date the Bank opened for business (the “Effective
Date”), and shall expire at the close of business on August 31,
2011, subject, however, to prior termination of this Agreement as hereinafter
provided.  Where used herein, “Term”
shall refer to the entire period of employment of Executive by the Bank
hereunder, whether for the period provided above, or whether terminated earlier
as hereinafter provided.  The Prior
Agreement is hereby terminated and replaced by this Agreement.  This does not replace or impair the Stock
Option Agreements between MB and


 

















 


Executive dated August 10, 2007, September 27,
2007 and November 20, 2008 (the “Stock
Option Agreements”), which shall remain in full force and effect.”


 


(b)                                 Section C(1) of the Agreement is
hereby amended and restated in its entirety as follows:


 


“1.                                 Salary.  For Executive’s
services hereunder, the Bank or MB shall pay or cause to be paid as base salary
(the “Base Salary”) to Executive
not less than One Hundred Eighty Five Thousand Dollars ($185,000) per annum,
effective September 8, 2010.  Base
Salary shall be payable in equal installments in conformity with the Bank’s
normal payroll period.”


 


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.


 


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


 


	
   

  	
   

  	
  BANK OF
  MANHATTAN, N.A.  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Deepak Kumar 

  
	
   

  	
   

  	
   

  	
  Deepak Kumar 

  
	
   

  	
   

  	
   

  	
  President & Chief
  Executive Officer

  
	
  /s/ Dean Fletcher

  	
   

  	
   

  	
   

  
	
  Dean
  Fletcher 

  	
   

  	
  MANHATTAN
  BANCORP  

  
	
  (“Executive”)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Deepak Kumar 

  
	
   

  	
   

  	
   

  	
  Deepak Kumar 

  
	
   

  	
   

  	
   

  	
  President & Chief
  Executive Officer