Exhibit 10.39.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement is entered into as of
March 25, 1998 by and between United PanAm Financial Corp, formerly known as Pan
American Group, Inc. ("PAGI"), Pan American Bank, FSB (the "Bank"; the Bank and
PAGI are individually and collectively referred to as "Employer") and ▇▇▇▇▇▇▇▇
▇. Grill ("Employee") and is intended to amend that certain Employment Agreement
between Employer and Employee dated as of October 1, 1997 (the "Employment
Agreement").
The parties agree as follows:
1. The provisions to Schedule 4(c) to the Employment Agreement respecting
stock option plan benefits is hereby amended in its entirety to provide as
follows:
"Concurrently with the initial public offering of PAGI, PAGI shall
grant to Employee a ten-year option to purchase 60,000 shares of the
Common Stock of PAGI at a price per share equal to 100% of the initial
public offering price of such shares. Such Option shall vest in four
equal annual installments commencing on the first anniversary of the
date of grant. The other terms and conditions of such option shall be
as provided in a standard form of Stock Option Agreement under the
1997 Employee Stock Incentive Plan of PAGI. "
2. All other terms of the Employment Agreement will remain in full
force and effect without further amendment.
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Executed effective as of March 25, 1998.
UNITED PANAM FINANCIAL CORP.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Its: Chairman
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EMPLOYEE
/s/ ▇▇▇▇▇▇▇▇ ▇. Grill
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▇▇▇▇▇▇▇▇ ▇. Grill
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