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