VOLUNTARY
RETIREMENT AGREEMENT
This VOLUNTARY RETIREMENT
AGREEMENT (“Agreement”) is between FIVE STAR
BANK (“FSB”), and RONALD A. MILLER
(“Executive”).
WHEREAS, Executive is employed
by FSB as Chief Financial Officer;
WHEREAS, Executive has
communicated his desire to retire voluntarily from FSB effective
March 31, 2010;
WHEREAS, Executive and FSB
wish to establish and clarify their respective rights and
obligations arising from the retirement of Executive;
NOW, THEREFORE, in
consideration of the mutual promises, benefits and covenants herein
contained, Executive and FSB hereby agree as follows:
1. Executive shall resign and be
separated as an employee of FSB effective March 31, 2010.
Executive and FSB agree to announce and describe Executive’s
separation as a voluntary retirement. Executive’s
participation in all FSB fringe benefits shall cease effective
March 31, 2010, with the exception of previously vested
benefits.
2. FSB shall make one hundred
and twenty (120) equal monthly payments to Executive of
$5,500.00, less required deductions and withholding, beginning with
the first regular pay period of October 2010. In the event of
Executive’s death, any payments still due Executive under
this paragraph shall be made to Executive’s estate.
3. Executive shall execute the
Release of Claims attached hereto as Exhibit A within five
days following March 31, 2010. Payments under paragraph 2
shall not be made unless Executive executes the release of claims
within 5 days of March 31, 2010 and does not revoke the
Release of Claims.
4. (a) Executive has had
access to and participated in the development of or been acquainted
with confidential or proprietary information and trade secrets
related to the business of FSB, its subsidiaries, joint ventures,
and affiliates (collectively, the “Companies”),
including but not limited to (i) trade secrets, business
plans, software programs, operating plans, marketing plans,
financial reports, operating data, budgets, wage and salary rates,
pricing strategies and information, terms of agreements with
suppliers or customers and others, customer lists, reports,
correspondence, tapes, disks, tangible property and specifications
owned by or used in the Companies’ businesses;
(ii) operating strengths and weaknesses of the
Companies’ officers, directors, employees, agents, suppliers
and customers, and/or (iii) information pertaining to future
developments such as, but not limited to, research and development,
software development or enhancement, future marketing plans or
ideas, and plans or ideas for new services or products,
(iv) all information which was learned or developed by
Executive in the course and performance of his duties, including
without limitation, reports, information and data relating to the
FSB’s acquisition strategies, and (v) other tangible and
intangible property which is used in the business and operations of
the Companies but not made publicly available (i) through
(v) are, collectively, (the “Confidential
Information”).
(b) Executive shall not,
directly or indirectly, disclose, use or make known for his or
another’s benefit any Confidential Information of the
Companies or use such Confidential Information in any way except in
the best interests of the Companies in the performance of
Executive’s duties. In addition, to the extent that FSB has
entered into a confidentiality agreement with any other person or
entity Executive agrees to comply with the terms of such
confidentiality agreement and to be subject to the restrictions and
limitations imposed by such confidentiality agreements as if he was
a party thereto.
(c) The obligations of
Executive under this paragraph 5 shall survive the termination
of Executive’s employment and the expiration of this
Agreement.
5. Executive shall make himself
available at reasonable times and places to:
(a) fully cooperate and assist
with any examination of FSB conducted by regulatory authorities
having jurisdiction over FSB, including attendance at meetings and
production of notes and records that may be in Executive’s
possession; and
(b) fully cooperate and assist
FSB in any internal investigations or audits, or in any litigation
to which FSB or any of the Companies is a party.
It is understood between the parties
that paragraph 5(a) and 5(b) above will be limited to matters that
the Executive played a role in during his course of employment.
6. (a) Executive covenants,
to the maximum extent permitted by law, that he shall not at any
time hereafter provide information, support or assistance, directly
or indirectly, to any individual or organization, in connection
with any action, charge, complaint, suit o
