EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (“ Agreement ”) is entered
into as of the 20th day of October, 2006, by and between
Alta Alliance Bank, a California corporation (hereinafter “
Bank ”), and Arnold T. Grisham, an individual
(hereinafter “ Executive ”).
RECITALS:
A. Bank is a newly organized entity that
will be engaged in the business of commercial banking;
B. Executive will be employed at will by
Bank as its President and Chief Executive Officer, subject to the
terms and conditions of this Agreement;
C. The services to be rendered by the
Executive under this contract require professional education,
skills and experience; and
D. The parties desire to provide the terms
and conditions of employment and the benefits to be provided by the
Bank to the Executive.
AGREEMENTS
A. POSITIONS AND
DUTIES
1. Position and Responsibilities .
During the term of this Agreement, Executive will serve as the
President and Chief Executive Officer of Bank and will report to
Bank’s Board of Directors (the “Board”) and to
the Chief Executive Officer of the Bank’s holding company
(the “ CEO ”), Western Alliance Bancorporation
(“ Company”). In this capacity, Executive shall
have such duties, authorities and responsibilities as are
commensurate with such position(s) and such other duties and
responsibilities as the Board or the Company shall designate that
are consistent with such position(s). Executive will devote his
full time to the affairs of Bank and will faithfully and diligently
perform all such duties and responsibilities. During the term of
this Agreement, Executive (a) will devote his full working
time, attention, energies and skills exclusively to the business
and affairs of Bank and its affiliates; (b) will exercise the
highest degree of loyalty and the highest standards of conduct in
the performance of his duties; (c) will not, except as noted
herein, engage in any other business activity, whether or not such
business activity is pursued for gain, profit or other pecuniary
advantage, without the express written consent of the Bank; and
(d) will not take any action that deprives the Bank of any
business opportunities or otherwise act in a manner that conflicts
with the best interests of the Bank or that is detrimental to the
business of the Bank; provided, however , this
Section 1 shall not be construed as preventing Executive
(y) from investing his personal assets in such form or manner
as will not require his services in the daily operations and
affairs of the businesses in which such investments are made, or
(z) from participating in charitable or other not-for-profit
activities as long as such activities do not interfere with
Executive’s work for the Bank (or its affiliates).
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2. Board of Directors; Holding Company
Officer . So long as this Agreement is in effect, Executive
also will serve as a member of the Board of Directors of the Bank
and will be an executive officer of the Company. Unless otherwise
agreed to in writing by the parties, any termination of
Executive’s employment pursuant to Section C below shall
constitute his resignation as both a director of the Bank and an
officer of the Company, without any further notice or action by
either party.
B. COMPENSATION AND
RELATED MATTERS .
1. Base Salary . Subject to
termination of this Agreement pursuant to Section C below,
Executive will be entitled to receive an annual base salary (the
“ Base Salary ”) in the amount of $200,000 in
the first year of this Agreement, $210,000 in the second year, and
$220,000 in the third year. Thereafter, Executive’s Base
Salary may be adjusted at such times and in such amounts as the CEO
and the Company’s Compensation Committee (the “
Committee ”), in its sole discretion, deems just and
equitable. The Base Salary shall be payable in equal installments
in accordance with Bank’s general salary payment policies in
effect during the term hereof.
2. Annual Bonus . In addition to
the Base Salary, after the Bank has achieved profitability for a
fiscal year, Executive will be eligible to receive an annual
performance bonus (the “ Annual Bonus ”),
determined in accordance with the Company’s compensation
policies, standards and procedures, as these may change from time
to time in Company’s sole discretion.
3. Benefit Plans . Executive will
be afforded the benefits associated with any group benefit plan,
medical plan, disability insurance plan, life insurance plan and/or
any other benefit plans either currently in effect or as may be
established from time to time by Bank for which an officer of Bank
is or may be eligible to participate. Further, Executive may
participate in any incentive compensation plan, pension or profit
sharing plan and any incentive stock option or other stock plan
either currently in effect or as may be established from time to
time by Bank or the Company for which an officer of Bank or an
executive officer of the Company is or may be eligible to
participate. Notwithstanding the foregoing, Executive will not be
entitled to participate in any discretionary plan unless
participation is approved by Bank in accordance with the terms and
conditions of such plan.
4. Expenses . Bank will pay for or
reimburse Executive for all ordinary and necessary business
expenses and promotional expenses incurred or paid by Executive in
furtherance of Bank’s business, all of which will be paid in
accordance with Bank’s policies and procedures of general
application. Executive agrees to submit to Bank such documentation
as may be necessary to substantiate such expenses.
5. Office Facilities . Bank will
operate and maintain facilities, and will provide at its expense,
equipment and supplies, suitable to Executive’s position and
adequate for the performance of his duties under and pursuant to
this Agreement.
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6. Vacation . Executive will be
entitled to a paid annual vacation of 20 days during each
calendar year of this Agreement to be pro rated in accordance with
Bank policy during any partial year of service under this
Agreement. Executive’s vacation will be scheduled at those
times most convenient to the Bank’s business, as determined
by the Board and the CEO.
7. Illness and Disability .
Executive will be entitled to sick leave each calendar year in
accordance with normal Bank policy, to be pro rated during any
partial year of service under this Agreement.
C. TERM AND
TERMINATION .
1. Notwithstanding any other term or
provision of this Agreement, Executive shall be an “at
will” employee of the Bank. This Agreement shall begin as of
the date hereof and shall continue in effect until terminated as
provided in this Section C.
2. Termination for Cause . Upon
termination of Executive’s employment hereunder for cause,
Executive will be entitled to receive only such compensation and
benefits as are due Executive through the effective date of such
termination. The term “ Cause ” for purposes of
this Agreement shall mean any of the foregoing acts or
circumstances:
(a) Executive’s
conviction of or entrance of a plea of guilty or nolo
contendere to a felony;
(b) Fraudulent conduct by
Executive, whether or not in connection with the business affairs
of the Bank;
(c) Theft, embezzlement, or
other criminal misappropriation of funds by Executive, whether or
not from the Bank;
(d) An order from the Federal
Deposit Insurance Corporation, the California Department of
Financial Institutions or other state or federal agency having
regulatory jurisdiction over the Bank’s or the
Company’s business affairs requiring Executive to be removed
from office pursuant to authority granted by applicable
law;
(e) Executive’s failure
to comply with any reasonable and lawful direction of the Board or
the CEO, any provision of this Agreement, or any rule, regulation
or policy established by the Board or the Company from time to time
regarding the conduct of the Bank’s business; or
(f) Executive’s failure
to perform his duties and responsibilities hereunder in good faith
and in accordance with reasonable business judgment, as determined
by the Board or the Company reasonably and in good
faith.
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The
Bank will provide written notice of a termination for cause
hereunder and, with respect to a purported violation of paragraph
(e) above that is curable within 30 days of notice
thereof, as determined in the sole discretion of the Bank, will
afford Executive an opportunity to cure the purported violation
during such 30-day period.
3. Termination Upon Voluntary
Resignation . In the event Executive voluntarily resigns his
employment Bank (except on account of a material demotion or a
material reduction in responsibility), Executive will be entitled
to receive only such compensation and benefits as are due Executive
through the effective date of such resignation.
4. Termination Upon Death of
Executive . If Executive dies, then this Agreement will
terminate and Bank will pay to Executive’s spouse, or if no
spouse is then living, then to the estate of Executive, the
compensation and benefits (including any life insurance benefits
provided to Executive’s estate under Bank’s standard
policies as in effect) due Executive through the date of his
death.
5. Termination Upon Disability of
Executive . If, during the term of this Agreement, Executive is
unable to perform the services required of Executive pursuant to
this Agreement for a continuous period of three months due to
disability or incapacity by reason of any physical or mental
illness or drug/alcohol addiction, then Bank will have the right to
terminate this Agreement at the end of said three-month period.
Executive will be entitled to his normal compensation and benefits
through the date of his termination, plus the severance
compensation described in Section C.6 hereof.
6. Termination by Bank Other than for
Cause . Except as otherwise provided in Subsection 7 below, if
Bank elects to terminate Executive’s employment hereunder
(which shall include a material demotion or a material reduction in
responsibility) for any reason other than for cause, Executive will
be entitled to receive an amount equal to eighteen (18) months
salary (at a monthly rate based upon Executive’s then current
or last annual Base Salary under section B(1) of this Agreement).
The Bank may satisfy its obligations under this Subsection 6, at
its
