EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement") is made and shall be
effective as of December 4, 2006 between TEMECULA VALLEY BANK, a
California
state-chartered bank ("Bank") and DONALD A. PITCHER
("Executive").
R E C I T A L
- - - - - - -
Bank desires that Executive continue to be employed as
Executive Vice President/Chief Financial Officer of Bank and
Executive desires
to continue to be so 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 1996 without a
written
employment agreement
and he 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 Executive Vice
President/Chief Financial 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
and in Bank's Shareholder. 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 of Directors of Bank, or the Executive Committee thereof.
Notwithstanding
the foregoing,
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, 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, as annual gross base salary, to Executive $170,000 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 shall , from time to time,
and at least once each
calendar year,
consider and
recommend to the Board
of
Directors 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
the Bank..
3.2.
Bonus. For each year
within the Term,
Executive shall be entitled to
an annual Incentive Bonus, as considered by the Executive
Compensation Committee
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and reviewed and
approved by the Board
of Directors
in accordance with the
policies of the Bank and if the Threshold Test is met. The Threshold Test
shall
be deemed to have been met if the latest report of supervisory
activity relative
to Bank issued by the Bank's principal bank regulators rate Bank operations
no
less than satisfactory.
3.3.
Vacation. Executive shall be entitled to
vacation leave each year of
the Term in accordance with Bank policy. Executive shall be
entitled to vacation
pay in lieu of vacation, in accordance with Bank policy.
3.4.
Equipment. Bank shall
provide for Executive's use an automobile, the
selection of which
shall be within the discretion of the Chief Executive
Officer. Bank
shall pay all the expenses (including, but not limited to,
maintenance, fuel,
insurance,
registration) related
to such automobile during
the Term. Bank shall also provide Executive with a cellular phone for
Executive's reasonable
use in the
performance of his
duties hereunder.
Bank
shall pay all
reasonable expenses in
connection with the
business use of such
cellular phone.
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.
3.6.
Sick Leave.
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. Salary
Continuation
Agreement.
Executive's salary
continuation plan
that provides
for payments of $80,000 per year for 15 years at age 65
(the
"Minimum Amount")
shall continue to be
maintained by the Bank for Executive's
benefit, or any
other plan so long as: (a) such other plan or arrangement
provides for payments according to the salary continuation payment schedule of
Executive's currently
in effect salary
continuation plan
document, as
agreed
upon by Bank and
Executive;
and (b) so long
as any such plan document or
arrangement meets or exceeds the Minimum Amount.
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;
(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;
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(f) Any bank 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, or by Executive pursuant to Section 4.2,
Executive shall then
only be entitled to
receive his Base
Salary through the
effective date of such termination. If Executive's employment is termina
