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Exhibit 10.1
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement") is made and effective as
of
November 19, 2007 between TEMECULA VALLEY BANK, a California
state chartered
banking corporation ("Bank"), and David Bartram
("Executive").
R E C I T A L
Bank desires that Executive be employed as President of the
SBA
Division of Bank and Executive desires to be so employed subject
to the terms
and conditions herein stated.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements
contained herein, and other good and valuable consideration, the
parties agree
as follows:
1. TERM OF EMPLOYMENT.
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1.1. Term. Bank hereby agrees to employ Executive, and
Executive
hereby accepts employment with Bank, for the period ("Term")
commencing on the
first day Executive reports for work ("Commencement Date"), and
terminating on
such date and upon such terms as provided for in Section 4
hereof.
2. DUTIES OF EXECUTIVE.
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2.1. Duties. Executive shall perform the duties of President
of
the SBA Division of Bank, as assigned by Bank's Chief Executive
Officer, subject
to the powers by law vested in the Board of Directors of Bank
and in Bank's
shareholder. During the Term, Executive shall perform the
services herein
contemplated to be performed by Executive with due care
faithfully, diligently,
to the best of Executive's ability and in compliance with all
applicable laws
and Bank's Articles of Incorporation and Bylaws.
2.2. Exclusivity. Executive shall devote substantially all
of
Executive's productive time, ability and attention to the
business of Bank
during the Term. Executive shall not directly or indirectly
render any services
of a business, commercial or professional nature to any other
person, firm or
corporation for compensation without prior consent evidenced by
a resolution
duly adopted by the Board of Directors of Bank, or the Executive
Committee
thereof. Notwithstanding the foregoing, Executive may (i) make
investments of a
passive nature in any business or venture and if competitive,
directly or
indirectly, with Bank's activities, only in publicly traded
securities (exchange
listed securities) in an amount not to exceed 5% of the
outstanding securities
of a particular investment; (ii) serve in any capacity in civic,
charitable or
social organizations, provided, however, that such services are
not competitive,
directly or indirectly, in any manner with Bank; and (iii)
participate as an
officer of the National Association of Government Guaranteed
Lenders.
3. COMPENSATION AND BENEFITS.
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3.1. Salary. For Executive's services hereunder, Bank shall
pay,
or cause to be paid to Executive, an annual gross base salary of
$390,000 during
the Term ("Base Salary"), beginning with the Commencement Date,
payable in equal
installments in accordance with Bank's normal payroll periods as
in effect from
time to time. The Board of Directors shall also, from time to
time, grant such
additional "merit" increases, if any, in, the Base Salary as are
determined
after review to be appropriate in the discretion of the
Executive Officer
Compensation Committee and the Board of Directors.
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3.2. Bonus.
(a) Executive shall be entitled to an Incentive Bonus,
determined in accordance with this Section. For calendar years
2007 (subject to
pro ration, as provided below) and 2008, the Incentive Bonus
shall equal the
greater of 4% of Net Operating Earnings (as defined below) of
Bank's SBA
Department or $300,000, but in no event shall the Incentive
Bonus be greater
than 200% of Executive's Base Salary as in effect as of the year
end on which
the Incentive Bonus is based. For 2007, the Incentive Bonus
shall be pro-rated
based upon the Commencement Date. For example, if the
Commencement Date is
11/15/07, the Incentive Bonus would be the greater of 4% of the
Net Operating
Earnings of Bank's SBA Department for 46 days ($300,000 x
(46/365) = $37,800),
with a maximum of $97,500 ($390,000 / 12 = $32,500 x 1.5 =
$48,750 x 2 =
$97,500). After calendar year 2008, the Incentive Bonus shall
equal 4% of Net
Operating Earnings of Bank's SBA Department, but in no event
shall the Incentive
Bonus be greater than 200% of Executive's Base Salary as in
effect as of the
year end on which the Incentive Bonus is based. For purposes of
this Section
3.2, "Net Operating Earnings" is net income, solely attributable
to Bank's SBA
Department, before income taxes and corporate administrative
charges. The
Incentive Bonus shall be paid on or before March 15 of the
calendar year
following the year in which it was earned.
(b) Subject to Section 4.3, as a signing bonus Executive
shall receive $8,334 per month, for 12 months ($100,008 in the
aggregate),
payable for the first time on the first day of the month after
the Commencement
Date and on the first day of each of the next 11 successive
calendar months.
3.3. Vacation. Executive shall be entitled to 25 days of
vacation
leave each full year of the Term, and prorated for any partial
year of the Term,
accruing in accordance with Bank policy.
3.4. Car Allowance and Equipment. During the Term, Executive
shall receive a $1,000 per month car allowance. During the Term,
Bank shall also
provide Executive with a personal digital assistant for
Executive's reasonable
use in the performance of his duties hereunder and, within 30
days of receipt by
Bank of documentation provided in accordance with Bank policy,
Bank shall pay
all reasonable expenses in connection with the business use of
such cellular
phone.
3.5. Group Medical and Other Benefits. During the Term, Bank
shall provide for Executive's participation in the medical and
other benefit
plans offered to other similarly titled employees of Bank,
commencing on the
first day of the month following the Commencement Date, except
that Executive
will not become eligible to participate in Bank's 401(k) Plan
until the first
day of the month following the 90th day after the Commencement
Date. During the
Term, Executive will also be eligible to participate in a
deferred compensation
plan and ESOP.
3.6. Sick Leave. Executive shall be entitled to sick leave
in
accordance with Bank's personnel policy. Accrued sick leave may
not be carried
over from prior periods and Executive shall not be entitled to
be paid in lieu
thereof.
3.7. Stock Options. As soon as practicable and when legally
permissible after the Commencement Date, Executive shall receive
an incentive
stock option under one or more plans ("Plans") maintained by
Temecula Valley
Bancorp Inc. ("Company") that will entitle Executive, upon
vesting, to purchase
up to an aggregate of 40,000 shares of the Company's common
stock. The vesting
schedule shall provide for the vesting of one-third of the
options at the end of
each of the next three successive 12-month periods after the
Commencement Date,
subject to all applicable provisions of the applicable Plans and
the stock
option agreement to be entered into between Executive and
Company.
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3.8 Salary Continuation Plan. Subject to Executive's
successful
passing of a required physical examination and insurability, as
determined by
Bank and Bank's insurance provider, Executive shall receive a
salary
continuation plan as soon as practicable that provides for an
annual $100,000
benefit when Executive reaches the age of 65 for up to 15 years,
with such other
terms as shall be agreed upon by Bank and Executive.
4. TERMINATION.
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4.1. Termination With Cause. Except as otherwise
specifically
contemplated herein, this Agreement, and Executive's employment
hereunder, may
be terminated by Bank, at Bank's option, with n
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