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TEMECULA VALLEY BANCORP INC | Donald A. Pitcher | TEMECULA VALLEY BANK. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Search Employment Agreement by:
EMPLOYMENT
AGREEMENT
--------------------
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 h






