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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: TEMECULA VALLEY BANCORP INC You are currently viewing:
This Employee Retention Agreement involves

TEMECULA VALLEY BANCORP INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 3/17/2009
Industry: SandLs/Savings Banks     Sector: Financial

EMPLOYMENT AGREEMENT, Parties: temecula valley bancorp inc
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Exhibit 10.67

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) shall be effective as of January 1, 2009 between TEMECULA VALLEY BANK, a California state-chartered bank (“ Bank ”) and MARTIN E. PLOURD (“ Executive ”).

R E C I T A L

Bank desires that Executive be employed as President/Chief Operating Officer of Bank and Executive desires to continue to be employed pursuant to this Agreement, subject to its terms and conditions.

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.

1.1. Term . Executive has been employed by Bank since July 2005 without a written employment agreement. Executive and Bank wish to continue the employment of Executive with Bank for the period (“ Term ”) commencing on the date of this Agreement (“ Commencement Date ”), and terminating on such date and upon such terms as provided for in Section 4 hereof.

 

2.

DUTIES OF EXECUTIVE.

2.1. Duties . Executive shall perform the duties of President/Chief Operating Officer of Bank, as assigned by Bank’s Chief Executive Officer, subject to the powers by law vested in the Board of Directors of Bank (“ Board ”) and Bank’s shareholders. 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, or the Executive Committee thereof. Notwithstanding the foregoing, Executive may (a) make investments of a passive nature in any business or venture; and (b) serve in any capacity in civic, charitable or social organizations, provided, however, that such investments or services shall not be in competition, directly or indirectly, in any manner with Bank.

 

3.

COMPENSATION AND BENEFITS.

3.1. Salary . For Executive’s services hereunder, Bank shall pay, or cause to be paid to Executive, as annual gross base salary, $250,000 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 Executive Compensation Committee (and its successor committees) shall, from time to time, and at least once each calendar year, consider and recommend to the Board for its consideration the grant of such additional “merit” increases, if any, in, the Base Salary as are determined in accordance with the policies of Bank.

3.2. Bonus . For each calendar year within the Term, Executive shall be entitled to an annual Incentive Bonus if (a) if the Threshold Tests (described below) are met; and (b) the most recent bank regulatory report of examination received by Bank determined that Bank is in satisfactory condition


(the “ Condition Test ”). Notwithstanding the forgoing, the Condition Test may be waived if the Executive Compensation Committee and the Board of Directors deems it appropriate under the circumstances. The maximum annual bonus shall be 75% of Executive’s Base Salary as of December 31 each year. The bonus or a portion thereof shall be earned based upon five Threshold Tests established in writing by the Chief Executive Officer for each calendar year, which shall be weighted at 20% each. The successful completion of each Threshold Test shall represent 20% of the total bonus opportunity (for example, if only one of the five performance categories is met then only 20% of the available bonus shall be paid).

3.3. Vacation . During the Term, Executive shall be entitled to vacation leave in accordance with Bank policy. Executive shall be entitled to vacation pay in lieu of taken vacation, in accordance with Bank policy.

3.4. Equipment . During the Term, Bank agrees to provide Executive an auto and phone allowance at the rate of $1,000 and $125 respectively per month, subject to such increases as may be recommended from time to time by the Executive Compensation Committee (and its successor committees) to and approved by the Board.

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.

3.6. Sick Leave . During the Term, 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. Executive Supplemental Compensation Agreement . Executive’s supplemental compensation agreement in effect as of January 1, 2009 (“ Existing Supp Agreement ”) that provides for payments of $100,000 per year for 15 years at age 65 (the “ Minimum Amount ”) shall continue to be maintained by Bank for Executive’s benefit, in accordance with its terms or any other plan so long as such other plan or arrangement: (a) provides for payments according to the salary continuation payment schedule of the Existing Supp Agreement, as agreed upon by Bank and Executive; (b) meets or exceeds the Minimum Amount; and (c) contains a Change in Control Acceleration Provision, as defined in the next sentence. Bank shall use its best efforts to have the Existing Supp Agreement modified to include an acceleration of payments provision in the event of (i) a change in control of Bank or the Temecula Valley Bancorp (“ Company ”); and (ii) a termination of employment or change of employment (a good cause termination by Executive) under certain circumstances, to be determined by Bank and Executive, within a period of time after the change in control (collectively the “ Change in Control Acceleration Provision ”).

3.8. Stock Options . As soon as practicable and when legally permissible, Executive shall receive an incentive stock option under a plan (“ Plan ”) maintained by Company which will entitle Executive, upon vesting, to purchase up to an aggregate of 50,000 shares of Company common stock. The vesting schedule shall provide for vesting of one-third of the options at the end of each of the next three successive 12-month periods after grant, subject to all applicable provisions of the Plan and Company’s stock option agreement to be entered into by Executive and Company.

3.9. Deferred Compensation Plans . Executive’s deferred compensation plan in effect as of January 1, 2009 (“ Existing Def Plan ”) shall continue to be maintained by Bank for Executive’s benefit in accordance with its terms, or any other plan so long as such other plans or arrangements provide for similar benefits to the Existing Def Plan and Company shall use its best efforts to ensure that any change in any such plans does not trigger an unplanned taxable event to Executive.


3.10 Split Dollar Agreement . Executive’s split dollar agreement in effect as of January 1, 2009 (“ Split $ Agreement ”) which provides for death benefits shall continue to be maintained by Bank for Executive’s benefit, or any other plan so long as: (a) such other plan or arrangement provides for benefits and payments according to the Split $ Agreement in effect and (b) so long as any such plan document or arrangement meets or exceeds the benefit level currently provided in the Split $ Agreement.

 

4.

TERMINATION.

4.1. Termination for Cause . Except as otherwise provided herein, this Agreement and Executive’s employment with Bank may be terminated by Bank, at Bank’s option with notice to Executive, upon the occurrence of any of the following events:

(a) A material breach by Executive of any of the express terms or provisions of this Agreement;

(b) Executive is found guilty of a felony or pleads guilty to a felony or nolo contendere , which then prevents him from carrying out his duties or obligations of his job;

(c) Executive has committed any illegal or dishonest act, which would cause termination of coverage under Bank’s Bankers Blanket Bond as to Executive or termination of coverage as to Bank as a whole;

(d) Executive fails to perform or neglects Executive’s duties or commits an act of malfeasance or misfeasance in connection therewith;

(e) Executive becomes permanently disabled, as determined by Bank’s disability insurance carrier and is determined to qualify for coverage under Bank’s disability policy;

(f) Any bank regulatory agency having jurisdiction requires Executive’s dismissal or removal, issues a notice of removal or finally removes Executive from office;

(g) Any supervisory or regulatory authority having jurisdiction takes possession of the property and business of Bank; or

(h) The death of Executive.

4.2. Termination Without Cause . During the Term, subject to provisions speci


 
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