THIRD AMENDMENT TO EMPLOYMENT AGREEMENT between TOWN OF MORAGA AND by johnrr2

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									                                 THIRD AMENDMENT TO
                               EMPLOYMENT AGREEMENT
                                            between
                        TOWN OF MORAGA AND PHILIP VINCE
                                 (effective September 1, 2007)

        A.      PARTIES AND EFFECTIVE DATE.

        The parties to this Third Amendment to Employment Agreement are the Town of Moraga
("TOWN") and Philip Vince ("VINCE").         The effective date of this Third Amendment to
Employment Agreement is September 1, 2007.

        B.      PURPOSE.

        The parties have previously entered into an Employment Agreement effective as of
January 28, 2004 ("Employment Agreement"), as amended by that certain First Amendment to
Employment Agreement dated May 26, 2004 ("First Amendment") and Second Amendment to
Employment Agreement dated December 1, 2005. The TOWN and VINCE do hereby desire to
amend the Employment Agreement and all of its Amendments as set forth below:

        C.      AMENDMENTS.

        Section 4(a), Section 6(a) in its entirety, and Section 7(c) of the Employment Agreement
are hereby modified to read as follows:

                4.     TERM.

               (a)     The term of this Agreement shall be from September 1, 2007 through
November 30, 2010, or until terminated by either party in accordance with the procedures set
forth in paragraph 7 of the Employment Agreement or until terminated by the event of the death
or permanent disability of VINCE.

                6.     COMPENSATION AND BENEFITS.

               (a)     Salary. TOWN agrees to pay VINCE for his services rendered pursuant
hereto as TOWN Manager the sum of One Hundred Sixty Thousand Dollars ($160,000.00)
annually payable in installments at the same time as other employees of the TOWN are paid
which annual salary shall be retroactive to January 1, 2007. In addition to this annual salary,


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VINCE shall be entitled to a one-time bonus payment of $12,500.00 for exceptional performance
over the past 18 months, which bonus shall be paid out in one lump sum payment at the soonest
practical employee pay period but in no event later than October 15, 2007.

                7.     RESIGNATION AND TERMINATION.

                (c)    In the event the Town terminates VINCE's employment, either with or
without cause, VINCE shall receive a severance payment of nine (9) months' salary. There is no
express or implied promise made to VINCE for any form of continued employment as the
TOWN Manager.

        D.      Except as specifically modified herein, all remaining terms and obligations set
forth in the Employment Agreement between the TOWN and VINCE shall remain in full force
and effect.

        E.      This Third Amendment to Employment Agreement shall be deemed to
memorialize the TOWN's and VINCE's compliance with paragraph 9 of the Employment
Agreement for year 2007.

                                                    TOWN OF MORAGA

                                                    By:
                                                                                    , Mayor
                                                          Dated:

                                                    MANAGER:

                                                    By:
                                                          Philip Vince
                                                          Dated:
APPROVED AS TO FORM:



Michelle Marchetta Kenyon,
Town Attorney




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