EMPLOYMENT AND CONFIDENTIALITY
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AGREEMENTGOLETA NATIONAL BANK
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President and Chief Executive Officer
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This Employment
and Confidentiality Agreement (the "Agreement") is made and
entered into between Goleta National Bank (the "Bank"), its parent
company,
Community West Bancshares (the "Company"), and Lynda J. Nahra
("Executive").
Witnesseth
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Whereas
the Bank is a California national banking association duly
organized, validly existing, and in good standing
under the laws of the United
States of America, with power to own
property and carry on its business as it is
now being conducted, with its principal place of
business located at 445 Pine
Street, Goleta, CA. 93117;
Whereas
the Bank desires to avail itself of the skill, knowledge and
experience of Executive in order to insure the successful
management of its
business;
Whereas
the parties hereto desire to specify the terms of
Executive's
employment by the Bank and Company as
controlling Executive's employment at the
Bank;
Now,
therefore,
in consideration of the
representations, warranties, and
mutual covenants set forth in this
Agreement, the following terms and conditions
shall apply to Executive's said employment
effective as of April 1, 2003 (the
"Effective Date"):
1. ARTICLE
1 - EMPLOYMENT AND TERM
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1.1
Employment. The Bank and Company shall employ the Executive as
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Bank's President and Chief Executive
Officer (the "Position"), and the Executive
accepts such employment, in accordance with the
terms and conditions set forth
in this Agreement. The place of Executive's employment under
this Agreement
shall be in Goleta, California, at a location determined by the Board of
Directors.
1.2
Term. The term of employment under this Agreement
("Term")
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shall commence on the Effective Date and end on
December 31, 2006, subject to
early termination, provided in Article 4, below.
1.3
Renewal. Upon the
expiration of such Term, the Executive's
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employment under this Agreement shall automatically renew for a successive
period of 12 months ("Renewal Term"), and upon expiration of any
subsequent
Renewal Terms shall automatically renew for a
successive period of 12 months;
unless, at least three (3) months before
the expiration of any preceding Term or
Renewal term, either the members of the board of directors of the
Bank (the
"Board of Directors" or the "Board") provide written
notice of non-renewal to
Executive; or, unless, three (3) months
prior to the expiration of any preceding
Term or Renewal Term, that Executive
provides written notice of non-renewal to
Bank.
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2. ARTICLE
2 - DUTIES OF THE EXECUTIVE
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2.1
Powers. Executive
shall be empowered by and at all times
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subject to the powers by law vested in the
Board of Directors of the Bank and in
the Bank's shareholders. The Executive shall report directly to
the Board of
Directors of the Bank and the
President/Chief Executive Officer of the Company.
2.2
Duties. Executive
shall have direct responsibility for the
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management of Bank's activities. Executive
agrees to render services and perform
the duties and acts of President and Chief Executive
Officer of the Bank in
connection with any aspect of Bank's
business as may be required by the Board of
Directors of Bank or the President/Chief
Executive Officer of Company. Executive
shall perform these Duties, and Specific Duties as
defined below, faithfully,
diligently, to the best of Executive's ability
and in the best interests of the
Bank, consistent with the highest standards of the banking industry and in
compliance with all applicable laws, rules,
regulations, and policies applicable
to the Bank, including, but not limited to, the
Federal Deposit Insurance Act
and all regulations thereunder, Bank's Articles of Association and Bylaws.
2.3
Specific Duties. The Executive agrees to undertake and perform
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all duties required of the Position
("Specific Duties"), including, but are not
limited to:
a. Develop a management plan that recognizes
the importance of following
the laws and regulations of the Officer of the Comptroller of
the
Currency and
a system to monitor compliance of the same;
b. Develop, with the advice and counsel of
Company's senior management,
the overall
goals, policies and operating plans for
the Bank, which
"Goals" shall
be submitted to Bank's Board of
Directors in writing,
for approval;
c. Represent Bank in its relationship with competitors, governmental
agencies and
outside counsel as necessary;
d. Ensure that Bank policies are uniformly
disseminated, understood, and
properly interpreted
and administered by subordinates;
e. Maintain the adequacy and
soundness of the Bank's financial structure,
establish effective
control techniques which permit the
appropriate
delegation of
responsibility
and authority to satisfy the Bank's
fiscal needs
and to conserve the assets entrusted to the
Company;
f. Approve staffing levels and salary considerations on behalf of
the
Bank;
g. Prescribe specific limitations on the authority of all
subordinates
regarding Bank
policies and procedures, contractual commitments,
expenditures and
personnel actions;
h. Review and approve
appointments, employment, transfers, or termination
of all key executives for the Bank.
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i. Assume a leadership role in
community affairs and local organizations,
and maintain
positive relationships with local
businesses and other
senior bank
officers, with the
objective to promote public relations
which may lead to business development activities on
behalf of the
Bank;
j. Develop and implement programs to encourage the successful
future
management of
the Bank (Succession Planning);
k. Serve as a member of the Bank's Board of
Directors, Director's Loan
Committee and
other such committees as determined by the Board;
m. Be responsible, along with the Chief Financial Officer, for the
protection of
shareholder
and creditor rights and interests,
implementing controls
and audits as they deem necessary to
protect
such rights.
2.4
Conflict of
Interests.
Executive shall not directly or
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indirectly render any services of a
business, commercial or professional nature,
to any other person, firm or corporation,
whether for compensation or otherwise,
which are in conflict with the Bank's
interests. Further, Executive shall not
engage in any activity that would impair the Executive's
ability to act and
exercise independent judgment in the best interests of Bank.
2.5
Exclusive Services.
During employment by
the Bank, Executive
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shall not, without the express prior written
consent of the Board of Directors
of the Bank, engage directly or indirectly in any outside employment or
consulting of any kind, whether or not the
Executive receives remuneration for
such services.
3. ARTICLE
3 B COMPENSATION
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As the total consideration for the services
that Executive renders under
this Agreement, Executive shall be entitled to the following:
3.1 Base Salary. Effective April 1, 2003, the Bank shall pay
Executive
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a base salary of $160,000.00 per year, less income tax and
other applicable
withholdings. On July 1, 2003, the Bank shall
increase Executive's base salary
to $175,000.00 per year, less income tax
and other applicable withholdings. Base
salary shall be paid in accordance with Bank's regular payroll
practices.
3.2 Annual
Bonus. At the sole discretion of Bank,
Executive may be
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eligible to receive an annual bonus, at an
amount determined by the Board in its
sole discretion. If it is determined
that a bonus will be paid Executive in any
calendar year, the bonus will be paid at or
near the close of the calendar year,
but no later than 30 days after year-end.
3.3 Stock Options. The Executive shall be entitled to options of
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30,000 shares of Common Stock of Community West
Bancshares (the "Options"), in
accordance with the terms and conditions set forth in
the Bank's Stock Option
Plan ("The Option Documents".
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3.5
401K Plan.
Executive will be eligible to participate in
the
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Bank's 401 (k) Plan.
3.6
Bank Executive
Benefits. The Executive shall be provided with
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Bank's Executive benefit plans, for both Executive and family, to include
medical, dental, vision, prescription plan, life insurance (one and
one-half
times [1.5x] annual base), and short-term disability
benefits. In all events,
the Bank's liability to Executive shall be limited to the
amount of premiums
payable by the Bank to obtain the coverage contemplated herein.
3.7
Vacation. Executive
shall be entitled to vacation time of not
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be more than four (4) weeks per year,
provided however that, during each year of
the Term or Renewal Term(s), Executive is
required to and shall take at least
two (2) weeks of said vacation (the
"mandatory vacation"), which shall be taken
consecutively.
3.8
Reimbursement for Expenses. The Bank shall reimburse Executive
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for any and all reasonable business
expenses incurred by Executive on behalf of
Bank in the performance of this Agreement, approved expenditures to be
determined by the Board of Directors ("Business Expenses"). A
reimbursable
Business Expense shall be of a nature
qualifying it as a proper business expense
deduction on the federal and state income tax returns of
the Bank. Executive
must be able to furnish adequate records
and other documentary evidence as may
be required by Federal and State statues.
4. ARTICLE
4 - TERMINATION
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4.1
Termination At
Will. Pursuant to the
provisions of 12 U.S.C.
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Section 24 and notwithstanding anything to the contrary herein,
the Bank may
terminate this Agreement at any time by
action of the Board of Directors of the
Bank. Such termination shall be
effective immediately upon receipt of notice by
Executive from the Bank.
4.2
Termination Without
Cause.
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(a)
If during the Term or Renewal Term, the Executive is
terminated without cause, Executive shall be entitled to the following:
(b)
Notice Period. Three
(3) months notice shall be provided
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by Bank to Executive of (i) termination of employment
without cause or, (ii)
Bank's decision not to renew the Agreement ("Notice Period").
(c)
Compensation.
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(i)
Notice Payment.
During the Notice Period,
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Executive will continue to receive salary and benefits and
shall continue to
perform the Duties and Specific Duties of employment as defined under
the
Agreement, described above, in which case
the terms of the Mutual Agreement will
apply.
(ii)
Deferred Compensation.
Commencing
on the
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Effective Date, Bank shall establish a balance
sheet liability account for the
benefit of Executive. At the end of each month an amount
equal to six percent
(6%) of the Executive's base salary for that month shall
be credited to said
liability account. In addition, interest on
the balance
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in said account shall be credited monthly at a rate equivalent to
the then
current rate offered on a six (6) month
certificate of deposit at the Bank. If
Executive's employment terminates for any
reason, the balance in said liability
account shall be paid to Executive upon her
demand. Said liability account shall
not be insured by the FDIC or any other insurer, and
Executive shall be an
unsecured credi
