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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 10.9

EMPLOYMENT AGREEMENT

This Employment Agreement (“ Agreement ”) is executed on December 23, 2008 and shall be effective as of June 1, 2008 between Temecula Valley Bank (“ Bank ”) and James W. Andrews (“ Executive ”).

R E C I T A L

Bank desires that Executive be employed as Senior Executive Vice President/Chief Lending Officer 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

1.1. Term . Bank hereby agrees to employ Executive, and Executive hereby accepts employment with Bank, for the period (the “ Term ”) commencing June 1, 2008 (“ Commencement Date ”), and terminating on such date and upon such terms as provided in Section 4 hereof. Upon termination of Executive’s employment hereunder, this Agreement shall simultaneously terminate except those provisions of this Agreement that are specifically intended to survive termination.

 

 

2.

DUTIES OF EXECUTIVE

2.1. Duties . Executive shall perform the duties of Senior Executive Vice President/Chief Lending Officer of Bank, which shall include oversight and management of all lending activities and the loan portfolio, as well as the duties assigned by Bank’s Chief Executive Officer and its Board of Directors, subject to the powers by law vested in Bank’s Board of Directors. Executive shall report directly to the Chief Executive Officer of Bank. 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 Bank’s Board of Directors, or the Executive Committee thereof. Notwithstanding the foregoing, and provided that such investments or services shall not be in competition, directly or indirectly, in any manner with Bank, Executive may (i) make investments of a passive nature in any business or venture; and (ii) serve in any capacity in civic, charitable or social organizations.

 

 

3.

COMPENSATION AND BENEFITS

3.1. Salary . For Executive’s services hereunder, Bank shall pay, or cause to be paid, as annual gross base salary, to Executive in the amount of $275,000 beginning with the Commencement Date (“ Base Salary ”) during the Term, payable in equal installments in accordance with Bank’s normal payroll periods as in effect from time to time.

 

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3.2. Bonus . For each year within the Term, Executive shall be entitled to an annual Incentive Bonus equal to 75 basis points of Pre-Tax Profit (as defined below) of Temecula Valley Bancorp Inc. (“ Company ”), paid by Bank, if the following conditions are met: 1) Bank receives a satisfactory rating on its most recent safety and soundness examination as determined by Bank’s Board of Directors in its sole discretion; and 2) Bank’s loan portfolio is rated satisfactory in its most recent safety and soundness examination as determined by Bank’s Board of Directors in its sole discretion (collectively, the “ Conditions of Payment ”). “ Pre-Tax Profit ” shall mean the net income of the Company, after payment of all bonus payments to Bank employees and before the payment of taxes. The Incentive Bonus shall be paid on or about March 15 of the calendar year following the calendar year in which it was earned. For the period from June 1, 2008 to December 31, 2008, subject to meeting the Conditions of Payment, the Incentive Bonus amount shall be calculated as follows: .75% of Pre-Tax Profit of the Company for 2008 divided by 12, and the result multiplied by 6. For the period from January 1, 2008 to June 1, 2008, subject to meeting the Conditions of Payment, Executive’s Bonus shall equal 2.5% of Pre-Tax Profits of the real estate industries group for 2008 divided by 12, and the result multiplied by 6.

3.3. Vacation . Executive shall be entitled to vacation leave in accordance with Bank policy, as may be established, amended and implemented, from time to time, in the sole discretion of Bank.

3.4. Equipment . Bank shall provide to Executive an automobile allowance equal to at least $1,000 per month.

3.5. Group Medical and Other Benefits . Bank shall provide for Executive’s participation in the medical and other benefit plans offered to other similarly titled employees of Bank, as may be established, amended and implemented, from time to time, in the sole discretion of Bank.

3.6. Sick Leave . Executive shall be entitled to sick leave in accordance with Bank policy, as may be established, amended and implemented, from time to time, in the sole discretion of Bank.

3.7. Club Membership and Dues . Bank shall pay monthly dues relative to a golf membership in the name of Executive, not to exceed $500 per month, until the termination of Executive’s employment for any reason or no reason.

3.8. Business Expenses . Executive shall be entitled to reimbursement by Bank for any ordinary and necessary business expenses incurred by Executive in the performance of Executive’s duties and in acting for Bank during the Term, provided that an independent officer of Bank approves such expenses in accordance with Bank policy. In accordance with Bank policy, Executive shall furnish to Bank adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of such payments as deductible business expenses of Bank.

 

 

4.

TERMINATION

4.1. Termination With Cause . Except as otherwise provided herein, this Agreement 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;

 

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(b) Executive is charged with illegal activity or pleads guilty to or nolo contendere to, illegal activity;

(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 in good faith by the Board of Directors;

(f) Any regulatory agency having jurisdiction, requests Executive’s dismissal or removal, issues a notice of suspension or removal, finally removes, or suspends 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 the Executive.

4.2. Termination Without Cause . During the Term, subject to provisions specifically intended to survive termination, this Agreement may be terminated by either party without cause upon written notice to the other.

4.3. Compensation Upon Termination . If Executive’s employment is terminated by Bank pursuant to Section 4.1 above,


 
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