EMPLOYMENT AGREEMENTEmployee Secondment Agreement |
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PACIFIC PREMIER BANCORP I | STEVEN GARDNER. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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EMPLOYMENT
AGREEMENT BETWEEN
PACIFIC PREMIER BANK AND STEVEN GARDNER
This Employment Agreement ("Agreement") is by and between PACIFIC PREMIER BANK, a federal savings bank ("Bank") and STEVEN GARDNER ("Executive"). Bank hereby employs Executive and Executive hereby accepts employment with Bank in accordance with the following terms and subject to the following conditions:
1. Term. This Agreement shall be effective on January 5, 2004. The initial term of this Agreement shall be until January 5, 2007, unless earlier terminated as provided herein. This Agreement shall be automatically extended for an additional one year period upon the same terms and conditions as are herein set forth unless at least 90 days prior to the then applicable expiration date, Bank or Executive delivers written notice to the other party of its or his intent to terminate this Agreement.
2. Duties. Executive shall serve as President and Chief Executive Officer of the Bank. Executive shall do and perform all services, acts or things necessary or advisable to discharge the duties and responsibilities of that position, subject to the policies, directives and oversight of the Board of Directors of the Bank, and shall perform such other duties as the Board of Directors may assign to him from time-to-time.
3. Extent of Services. Executive shall devote substantially all of his energies, interest, abilities and productive time to the business of Bank and its parent, Pacific Premier Bancorp, Inc., and shall not, during the term of this Agreement, be engaged in any other business activity other than that required of him in connection with his positions with Bank and its parent. Without otherwise limiting the scope of the foregoing, nothing therein shall prevent Executive from investing his personal assets in non-competing businesses that will not require any services on his part.
4. Compensation and Benefits. In full compensation for all services rendered by Executive to Bank pursuant to this Agreement, Bank shall compensate Executive as follows:
4.1 Salary. Executive's annual Base Salary shall be $275,000 for the first year of the term of this Agreement, increasing to $300,000 in each of the second and third years of the term. Salary shall be paid in periodic installments (not less than monthly) in accordance with the general payroll practices of the Bank, as in effect from time-to-time.
4.2 Fringe Benefits. Executive shall be entitled to receive all benefits and conditions of employment generally available to other executives of Bank, including, without limitation, sick leave, disability, accident, life, hospitalization, medical and dental insurance, paid holidays, and participation in any pension, profit sharing or other retirement plan pursuant to the terms of said plans. Bank shall obtain disability insurance coverage for Executive in the amount of $250,000 per year, if reasonably obtainable, for the term of this Agreement and life insurance in the amount of $2,000,000, if reasonably obtainable, with the beneficiary or beneficiaries of said disability and life insurance to be designated by Executive.
4.3 Vacation and Sick Leave. Starting on his first day of active employment, Executive shall accrue paid vacation at the rate of three weeks per year and paid sick leave at the rate of two hours per pay period. Except as stated in this subparagraph, the terms and conditions of Executive's vacation and sick pay shall be governed by Bank's Employee Handbook, as amended from time-to-time.
4.4 Reimbursement for Business Expenses. Executive shall be reimbursed for all reasonable business expenses incurred by him in performing his duties under this Agreement in accordance with the policies of Bank in effect from time-to-time. All requests for reimbursement shall be substantiated by invoices and other pertinent data reasonably satisfactory to Bank.
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4.5 Car Allowance. During the term of this Agreement, Executive shall receive a monthly car allowance of $1,000.00.
4.6 Discretionary Bonus. Executive shall be eligible for a discretionary performance bonus not to exceed 100% of Executive's base salary, based on individual performance and overall performance of the Bank. The criteria for determining eligibility and the amount of any bonus shall be in the discretion of the Compensation Committee of the Bank's Board of Directors.
5. Termination and Severance.
5.1 Executive's employment may be terminated with or without cause and with or without advance notice. If Executive's employment is terminated without cause by the Bank, Executive will receive a severance payment equal to two times the sum of Executives' then-current base salary plus his incentive bonus for the previous year, less taxes and other required withholding, payable in a lump sum. The payment specified in this paragraph shall constitute the Bank's sole financial obligations to Executive in the event of a termination without cause. Pursuant to applicable OTS Regulations (12 C.F.R. § 563.39), Executive's employment shall also be subject to termination for cause. "Cause" means personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, material breach of any provision of this Employment Agreement, or continued incapacity (because of disability or otherwise) to perform Executive's duties. If Executive's employment is terminated with cause by Bank, or if Executive voluntarily terminates his employment, Executive will not have the right to receive compensation for any period after termination except as otherwise provided in Section 5.2 in connection with a change-in-control. If Executive voluntarily terminates his employment with Bank, he shall be automatically deemed to have terminated his employment with Pacific Premier Bancorp, Inc. The Bank may terminate Executive's employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause. Any sums paid to Executive under his employment agreement with the Company in connection with the termination of his employment with the Company shall reduce any amount that would otherwise be payable under this Agreement.
5.2 Termination Because of Change-in-Control. If Executive is terminated without cause at any time following a change-in-control or resigns his employment within twelve (12) months following a change-in-control, this subparagraph 5.2 shall govern his eligibility for severance pay. In such event, Executive will receive a severance payment equal to two years' Base Salary plus incentive bonus, less taxes and other required withholding, in a lump sum. For purposes of this subparagraph, "change-in-control" means an acquisition of all, or substantially all, of the Bank's assets, as well as the acquisition of ownership or voting control by a party or "group", as defined in the applicable securities laws, of 35% or more of the Bank's or Company's outstanding voting securities. Any sums paid to Executive under his employment agreement with the Company in connection with the termination of his employment with the Company s






