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:
1.1. 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.
2.1. 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.
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3.
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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, 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.
4.1. 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