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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: BEVERLY HILLS BANCORP INC | Eric Rosa You are currently viewing:
This Employment Agreement involves

BEVERLY HILLS BANCORP INC | Eric Rosa

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 3/16/2007
Industry: SandLs/Savings Banks     Sector: Financial

EMPLOYMENT AGREEMENT, Parties: beverly hills bancorp inc , eric rosa
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EXHIBIT 10.19

EMPLOYMENT AGREEMENT

This Employment Agreement is made and entered into as of October 31, 2006 by and between First Bank of Beverly Hills, a California chartered bank (the “ Bank ”), and Eric Rosa (“ Executive ”).

 

1.

Engagement and Responsibilities

1.1 Upon the terms and subject to the conditions set forth in this Agreement, the Bank hereby engages and employs Executive as an officer of the Bank, with the title “Executive Vice President,” as of the Employment Commencement Date. Executive hereby accepts such engagement and employment as of the Employment Commencement Date.

1.2 Executive’s duties and responsibilities shall be to head the loan department of the Bank and those duties that are normally and customarily vested in such position. Executive’s duties shall also include those duties and services for the Bank and its affiliates as the Chief Executive Officer or Board shall in his or its discretion from time to time reasonably direct which are not inconsistent with Executive’s position as head of the loan department.

1.3 During the Employment Term, Executive agrees to devote all of Executive’s business time, energy and efforts to the business of the Bank and will use Executive’s best efforts and abilities faithfully and diligently to promote the Bank’s business interests. For so long as Executive is employed by the Bank, Executive shall not, directly or indirectly, either as an employee, employer, consultant, agent, investor, principal, partner, stockholder (except as the holder of less than 1% of the issued and outstanding stock of a publicly held corporation), corporate officer or director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of the Bank Group, as such businesses are now or hereafter conducted. Subject to the foregoing prohibition and provided such services or investments do not violate any applicable law, regulation or order, or interfere in any way with the faithful and diligent performance by Executive of the services to the Bank otherwise required or contemplated by this Agreement, the Bank expressly acknowledges that Executive may:

1.3.1 make and manage personal business investments of Executive’s choice without consulting the Board; and

1.3.2 serve in any capacity with any non-profit civic, educational or charitable organization without consulting with the Board.


1.4 Covenants of Executive

1.4.1 Best Efforts; Exclusive Duty . Executive shall use his best efforts and skills in the business and interests of the Bank, do his utmost to enhance and develop the interests and welfare of the Bank, and devote substantially all of his professional time and attention to the Bank’s business.

1.4.2 Rules and Regulations . Executive shall obey all rules, regulations and special instructions of the Bank and all other rules, regulations, guides, handbooks, procedures, policies and special instructions applicable to the Bank’s business in connection with his duties hereunder and shall endeavor to improve his ability and knowledge of the Bank’s business in an effort to increase the value of his services for the mutual benefit of the Bank and Executive.

1.4.3 Compliance . Executive shall use his best efforts and skills to cause the Bank to comply with all of its contractual obligations and commitments and applicable laws, rules and regulations.

 

2.

Definitions

2.1 “ Bank Group ” as of any date shall mean the Bank and each corporation or other entity controlled by, controlling or under common control with the Bank as of such date. As of the date of this Agreement, the Bank Group includes the Bank, Beverly Hills Bancorp Inc. and all subsidiaries of Beverly Hills Bancorp Inc.

2.2 “ Board ” shall mean the Board of Directors of the Bank; to the extent that functions of the Board under or in connection with this Agreement have been delegated to a compensation or other Board committee, references in this Agreement to the Board shall refer to such compensation or other committee.

2.3 “ Change of Control Plan ” shall mean the Change of Control Plan entered in on or about the same date as this Agreement between the Bank and Executive.

2.4 “ Employment Commencement Date ” shall mean the date Executive commences employment with the Bank.

2.5 “ Employment Term ” shall mean the period commencing the Employment Commencement Date and ending upon the date of termination of Executive’s employment with the Bank.

2.6 “ For Cause ” shall mean, in the context of a basis for termination of Executive’s employment with the Bank, that:

2.6.1 Executive breaches any obligation, duty or agreement under this Agreement, which breach is not cured or corrected within 15 days of written notice thereof from the Bank (except for breaches of Sections 1.3, 6 and 7 of this Agreement, which cannot be cured and for which the Bank need not give any opportunity to cure); or

2.6.2 Executive commits any act of personal dishonesty, fraud, breach of fiduciary duty or trust; or

2.6.3 Executive is convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law; or

 

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2.6.4 Executive commits any act of personal conduct that, in the reasonable opinion of the Board, gives rise to a material risk of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; or

2.6.5 Executive commits continued and repeated substantive violations of specific written directions of the Board of Chief Executive Officer, which directions are consistent with this Agreement and Executive’s positions with the Bank or continued and repeated substantive failure to perform duties assigned by or pursuant to this Agreement; provided that no discharge shall be deemed for Cause under this subsection 2.6.5 unless Executive first receives written notice from the Bank advising him of the specific acts or omissions alleged to constitute violations of written directions or a material failure to perform his duties, and such violations or material failure continue after he shall have had a reasonable opportunity to correct the acts or omissions so complained of; or

2.6.6 Executive commits any act, or fails to commit any act, that, in the reasonable opinion of the Board, gives rise to a material risk of material liability under federal or state banking or lending laws (the type of liability that could result in a cease and desist order, civil monetary penalty, consent decree, memorandum of agreement or similar regulatory action) or could adversely affect the Bank’s CAMEL rating or could otherwise materially and adversely impact the Bank’s relationship with its regulators; provided that the Board may not terminate Executive for Cause under this Section 2.6.6 unless the Board: (a) gives Executive notice of its intent to terminate Executive under this Section and provides Executive an opportunity to appear before the Board to explain his conduct, and (b) if such action (or failure to act) is capable of being cured or corrected by Executive (and was not a fraudulent act by Executive) in a manner that could mitigate material risk of liability, the Board gives Executive the opportunity to cure or correct such action or failure to act for 60 days, and Executive promptly commences to cure and correct such conduct; or

2.6.7 Executive willfully commits or willfully causes any member of the Bank Group to commit any material violation of law, rule or regulation affecting the Bank Group or regulatory order or consent to which any member of the Bank Group is subject; or

2.6.8 Any of Executive’s representations or warranties under this Agreement is incorrect in any material respect.

2.7 “ Good Reason ” shall mean the occurrence of one or more of the following:

2.7.1 without the consent of Executive, the Board assigns any duties to Executive substantially inconsistent with, or reflecting an adverse change in, Executive’s position, duties, responsibilities or status as the executive vice president of the Bank, provided that Executive must advise the Board within five days of assignment of such duties that he believes such duties would give him the right to terminate his employment for Good Reason and the Board does not withdraw such assignment; or

 

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2.7.2 without the consent of Executive, the Bank relocates Executive’s principal place of employment to a location that is not in either Los Angeles County or Ventura County, California.

2.8 “ Person ” shall mean an individual or a partnership, corporation, trust, association, limited liability company, governmental authority or other entity.

2.9 “ 2007 Loan Origination Goal ” shall mean that the Bank shall have closed in 2007 Funded Loans with an aggregate principal amount in excess of $400,000,000. For this purpose:

2.9.1 Funded Loans shall mean loans closed in 2007 except as otherwise set forth in this Section 2.9;

2.9.2 a loan closed in 2006 but funded in 2007 shall not be a Funded Loan;

2.9.3 a construction loan or revolving line of credit closed in 2007 shall be a Funded Loan to the maximum stated commitment of the Bank, notwithstanding how much, if any, of the commitment is funded in 2007;

2.9.4 a loan made to any Person, or affiliate of such Person, shall not be a Funded Loan if such Person or affiliate of such Person has as of the date of this Agreement, or had at any time within the three years prior to the date of this Agreement, a loan from any member of the Bank Group;

2.9.5 an originated loan shall be deemed closed when the Bank and the borrower have become legally bound unto one another pursuant to a written loan agreement and the loan has been funded (or the initial funding on the loan has occurred); a purchased loan or loan participation shall be deemed closed when the Bank and the seller have become legally bound unto one another pursuant to a written purchase and sale agreement and the purchase and sale have “closed” under the agreement (or in absence of a closing the Bank has paid the purchase price for the loan);

2.9.6 any loan that is not in accordance with the policies and procedures of the Bank shall not be a Funded Loan unless the deviations or variances have been brought to the attention of the Board (or appropriate committee with loan approval authority for such loan) and the Board or committee approves the loan;

2.9.7 a loan originated by the Bank in which the Bank concurrently or thereafter sells a participation interest or interests shall be a Funded Loan for the full amount of the Loan up to the Bank’s legal lending limit at the time of origination ( e.g ., if the Bank’s legal lending limit for that type of loan is $20 million, the loan is for $25 million and the Bank sell a $10 million participation interest in the loan, $20 million shall be a Funded Loan); and

2.9.8 a loan or loan participation purchased by the Bank in 2007 (and with respect to which the closing of the purchase occurs in 2007) shall be a Funded Loan unless the Bank had purchased a loan or loan participation at any time between December 31, 2003 and the date of this Agreement from the seller or any affiliate of the seller.

 

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Executive acknowledges that approval of any loan is within the sole and absolute discretion of the Board (or persons/committees to whom such authority is delegated by the Board).

 

3.

Compensation and Benefits

3.1 Base Salary . The Bank shall pay to Executive a base salary of $250,000 per year during the Employment Term. The Bank shall pay base salary to Executive in installments in the same manner and at the same times the Bank pays base salaries to other executive officers of the Bank, but in no event less frequently than equal monthly installments.

3.2 Bonus .

3.2.1 The Bank shall pay to Executive a “signing bonus” of $150,000 within 10 days of the Employment Commencement Date. However, Executive understands that it is the intention of the Bank that Executive continue employment with the Bank for at least six months to earn the signing bonus. Accordingly, if Executive agrees that if he terminates his employment for any reason other than Good Reason, or if the Bank terminates his employment For Cause, in either case prior to six months from the Employment Commencement Date, he shall concurrently with such termination if he terminates his employment, or 10 days from termination if the Bank terminates his employment, repay the full (and not prorated) signing bonus. If he fails to repay the signing bonus when due, the obligation to repay shall accrue interest at the rate of 10% per annum until repaid.

3.2.2 The Board may, in its sole discretion, award performance bonuses to Executive from time to time.

3.3 Expense Reimbursement . Executive shall be entitled to reimbursement from the Bank for the reasonable costs and expenses that Executive incurs in connection with the performance of Executive’s duties and obligations under this Agreement in a manner consistent with the Bank’s practices and policies therefor.

3.4 Employee Benefit Plans . During the Employment Term, Executive shall be entitled to participate in any pension, savings and group term life, medical, dental, disability and other group benefit plans which the Bank makes available to its executive officers generally.

3.5 Automobile Allowance . During the Employment Term, Executive shall be entitled to an automobile allowance of $1,000 per month, payable in a manner consistent with the Bank’s practices and policies therefor.

3.6 Vacation . During the Employment Term, Executive shall be entitled to paid vacation that accrues at the rate of one and two-thirds (1 2/3) days per calendar month, provided that no vacation shall accrue at any time when Executive has 15 days of accrued and unused vacation. Vacation shall be subject to the general policies of the Bank regarding vacation.

 

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3.7 Disability . In the event of any disability or illness of Executive, if Executive shall receive payments as a result of such disability or illness under any disability plan maintained by the Bank, the Bank shall be entitled to deduct the amount of such payments received from base salary payable to Executive during the period of such illness and/or disability.

3.8 Withholding . The Bank may deduct from any compensation payable to Executive (including payments made pursuant to Sections 3 and 5 of this Agreement in connection with or following termination of employment) amounts sufficient to cover Executive’s share of applicable federal, state and/or local income tax withholding, old-age and survivors’ and other social security payments, state disability and other insurance premiums and payments.

 

4.

Termination of Employment

Executive’s employment shall terminate on the earliest to occur of the following:

4.1 December 31, 2008;

4.2 upon the death of Executive;

4.3 upon the delivery to Executive of written notice of termination by the Bank if Executive shall suffer a physical or mental disability which renders Executive, in the reasonable judgment of the Board, unable to perform his duties and obligations under this Agreement for either 60 consecutive days or 90 days in any 12-month period;

4.4 upon written notice from Executive to the Bank for Good Reason provided that such notice is received within 90 days


 
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