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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
terminated by
Bank pursuant t
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