EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on September 16, 2009 (the “Effective Date”), by and among Citizens Business Bank, (“the Bank”) and CVB Financial Corp. (“CVB” and with the Bank hereinafter collectively referred to as “the Company”) on the one hand, and Christopher D. Myers (“Executive”) on the other hand, on the basis of the following.

WHEREAS, the Bank and CVB have employed Executive as the President and Chief Executive Officer of the Bank and CVB since August 1, 2006; and

WHEREAS, the parties are willing to enter into this Agreement providing for the continuation of such employment upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the sufficiency of which is acknowledged, the parties hereto covenant and agree as follows:

A. TERM OF EMPLOYMENT

1 .  Term . The Company hereby continues to employ Executive, and Executive hereby accepts such continued employment with the Company, for a period of five (5) years, commencing as of the Effective Date set forth above (the “Term”), subject however to prior termination as hereinafter provided. Where used herein, “Term” shall refer to the period of the employment of Executive by the Company from the Effective Date through the end of the five (5) period provided above, or such shorter period as Executive may be employed by the Company if Executive’s employment is terminated earlier as hereinafter provided.

B. DUTIES OF EXECUTIVE

1.  Duties . Executive’s duties under this Agreement shall include all ordinary and reasonable duties customarily performed by the President and Chief Executive Officer of a commercial banking institution in California, subject to the powers by law vested in the Boards of Directors of the Bank and CVB. As such, Executive shall oversee all operational aspects of the business and activities of the Company. Executive shall render his services to the Company and shall exercise such corporate responsibilities as Executive may be directed by the Boards of Directors. Executive shall perform his duties faithfully, diligently and to the best of his ability, consistent with the highest and best standards of the banking industry and in compliance with applicable laws.

2.  Conflicts of Interest . Executive expressly agrees as a condition to the performance by Company of its obligations herein that, during the Term, he will not, directly or indirectly, render any services of an advisory nature or otherwise become employed by, or participate or engage in, any business competitive with any businesses of the Company, without the prior written consent of the Company; provided, however, that nothing herein shall prohibit Executive from owning stock or other securities of a competitor which are relatively insubstantial to the total outstanding stock of such competitor, and so long as he in fact does not have the power to control or direct the management or policies of such competitor and does not serve as a director or officer of, and is not otherwise associated with, any competitor except as consented to by the Company. Nothing contained herein shall preclude substantially passive investments by Executive during the Term that may require nominal amounts of his time, energies and interest. È

3.  Performance . During the Term, Executive shall devote substantially his full energies, interests, abilities and productive time to the business of the Company. Executive shall at all times loyally and conscientiously perform all of these duties and obligations hereunder and shall at all times strictly adhere to and obey, and instruct and require all those working under and with him strictly to adhere and obey, all applicable federal and state laws, statutes, rules and regulations to the end that the Company shall at all times be in full compliance with such laws, statutes, rules and regulations.

4.  Subpoenas; Cooperation in Defense of the Company. If Executive, during the Term or thereafter, is served with any subpoena or other compulsory judicial or administrative process calling for production of confidential information or if Executive is otherwise required by law or regulations to disclose Confidential Information (as described in Section G below), Executive will promptly, before making any such production or disclosure, notify the Company’s counsel and provide such information as the Company may reasonably request to take such action as the Company deems necessary to protect its interests. Executive agrees to cooperate reasonably with the Company, whether during the Term or thereafter, in the prosecution or defense of all threatened claims or actual litigation in which the Company is or may become a party, whether now pending or hereafter brought, in which Executive has knowledge of relevant facts or issues.

C. COMPENSATION

1.  Salary . In consideration of the performance by Executive of all of his obligations under this Agreement, the Bank agrees to pay Executive during the Term a base salary of $750,000 per year, less required taxes and withholdings, from the Effective Date for each year of the Term. The base salary shall be payable in accordance with the Bank’s regular payroll practices. The Compensation Committee of CVB’s Board of Directors may elect to adjust upward the base annual salary provided for above and other compensation of Executive from time to time, at its sole discretion.

2.  Bonuses . For each calendar year in the Term, Executive shall be eligible to be considered for a bonus consistent with the Bank’s applicable executive incentive compensation program (currently under the CVB Financial Corp. Performance Compensation Plan), which provides for bonuses in the range of 0% to 150% of Executive’s base salary, based upon Executive’s performance and accomplishment of business and financial goals during the completed fiscal year and the overall financial performance of the Bank. The Compensation Committee of CVB’s Board of Directors retains the discretion as to whether to grant bonuses each year, and in what amounts.

3.  Stock Option Grant . CVB will grant to Executive on the Effective Date stock options to purchase 500,000 shares of CVB common stock. Such stock options shall be incentive stock options for federal income tax purposes to the greatest extent permitted by law. The exercise price per share for these stock options will be the closing selling price for CVB’s common stock (NASDAQ:CVBF) on the grant date. These stock options will have a term of ten years; will become vested and exercisable over five years (twenty percent (20%) on each of the first five anniversaries of the Effective Date), provided that Executive continues in employment with the Bank and or CVB through each such anniversary; and will be subject to the terms and conditions of the CVB Financial Corp. 2008 Equity Incentive Plan. CVB may make subsequent stock option grants to Executive at such times, in such amounts and on such terms as may be determined by the Compensation Committee of CVB’s Board of Directors or the Committee administering the CVB Financial Corp. 2008 Equity Incentive Plan or other equity plan, in its sole and absolute discretion, which includes the discretion not to make any grants to Executive in the future.

4.  Restricted Stock Grant . CVB will grant to Executive on the Effective Date 250,000 restricted shares of CVB Financial Corp. common stock. These restricted shares will vest over five years (twenty percent (20%) on each of the first five anniversaries of the Effective Date), provided that Executive continues in employment with the Bank and or CVB through each such anniversary, and will be subject to the terms and conditions of the CVB Financial Corp. 2008 Equity Incentive Plan.

5.  Deferred Compensation Program . The Company will continue to provide Executive that certain deferred compensation program set forth in the CVB Financial Corp. Deferred Compensation Plan For Christopher D. Myers, as amended and restated effective January 1, 2007, which plan may not be amended or terminated except as expressly set forth in Article 10 of such plan.

D. EXECUTIVE BENEFITS

1.  Group Medical, Life Insurance and 401(k) Benefits . During the Term, the Bank shall provide for Executive’s participation in medical, accident, health benefits, disability insurance, the 401(k) plan/profit sharing plan and other employee benefits as provided to other officers and employees of the Bank, the amount extent and scope of which shall be determined in accordance with the plans and policies adopted by the Bank as in effect from time to time, and subject to applicable legal limitations.

2.  Automobile . During the Term, the Bank shall provide Executive for his business use an automobile which is approved by the Compensation Committee of CVB’s Board of Directors and which is consistent with the Bank’s automobile policies. The Bank shall also reimburse Executive for all reasonable automobile-related expenses, such as gas and maintenance, incurred by Executive while using the automobile in furtherance of the Bank’s business. Executive shall be responsible for maintaining all requisite documentation and records concerning the use of such automobile which may be necessary to ensure compliance with applicable federal and state income tax laws and regulations including, but not limited to, issues involving the determination and reporting of the taxable income of Executive and establishing the availability to the Bank of appropriate tax deductions. Executive agrees promptly to return the automobile to the Bank at the time of any termination of this Agreement pursuant to Section F. below, or at the time of the expiration of the Term.

3.  Club Membership . During the Term, the Bank agrees to reimburse Executive for the reasonable cost (including the cost of membership initiation fee and periodic dues) of one country club membership upon submission of appropriate documentation by Executive. The Bank further agrees to consider for possible reimbursement an additional membership by Executive in a second country club should the Compensation Committee of CVB’s Board of Directors determine, in its sole discretion, that such reimbursement is justified for business-related purposes.

E. REIMBURSEMENT FOR BUSINESS EXPENSES AND MATCHING CHARITABLE CONTRIBUTIONS

Executive shall be entitled to reimbursement by the Bank for any ordinary and necessary business expenses incurred by Executive in the performance of Executive’s duties and in acting for the Bank during the Term, which type of expenditures shall be determined by the Bank’s Board of Directors, provided that:

(a) Each such expenditure is of a nature qualifying it as a proper deduction on the federal and state income tax returns of the Bank as a business expense and not as compensation to Executive; and

(b) Executive furnishes to the Bank adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of such expenditures as deductible business expenses of the Bank and not as compensation to Executive.

Provided that the Bank’s Board of Directors has granted specific approval in advance, any reasonable and customary expenses of Executive for his activities in industry association groups, or other business, industry, civic, or charitable organizations, that are not reimbursed by those organizations, will be reimbursed by the Bank to Executive upon presentation of proper documentation.

Notwithstanding any other provision of this Agreement, any reimbursements provided in this Section E or in Section D above must be paid no later than the last day of the calendar year following the calendar year in which such expenses were incurred; in no event will any such reimbursements made in any one calendar year affect the reimbursements to be made in any other calendar year; and Executive’s right to have the Company pay such expenses may not be liquidated or exchanged for any other benefit.

For so long as Executive serves on the advisory board of the Laurence D. and Lori W. Fink Center for Finance and Investments (the “Fink Center”) at UCLA Anderson School of Management, the Bank will match Executive’s personal charitable contributions to the Fink Center up to $10,000 for each year during the Term.

F. TERMINATION

Notwithstanding any and all other provisions of this Agreement to the contrary, Executive’s employment hereunder may be terminated by the Bank and CVB, with or without Cause, in the sole and absolute discretion of the Boards of Directors of the Bank and CVB at any time. Upon any such termination, the Bank shall pay to Executive (or to Executive’s estate in the event of his death) the current base salary earned but unpaid through the date of termination, along with any earned but unused vacation pay due at the time of termination (collectively, the “Accrued Obligations”), which payment shall be made within thirty (30) days after the date of termination or at such earlier time, as may be required by applicable law. The termination of Executive’s employment shall not affect any rights or benefits that Executive may have pursuant to any insurance, retirement, stock option, restricted stock, equity incentive, deferred compensation or other benefit plans or arrangements of the Bank and CVB, to the extent that such rights or benefits have vested prior to or as a result of such termination (the “Vested Benefits”). Any Vested Benefits shall be paid or provided solely in accordance with the terms and conditions of such other plans and arrangements. The payments provided in Sections F.1, F.2 and F.4 below, under the circumstances set forth therein, shall be in full and complete satisfaction of any and all rights and benefits that Executive might receive from his employment with the Bank and CVB, other than such other rights and benefits, if any, as are expressly set forth or referenced herein. The Bank and CVB shall have no other obligations to Executive (or to Executive’s heirs or legal representatives) upon any termination of employment, except as expressly provided below.

1.  Without Cause . If such termination occurs and is not for reasons described in Sections F.2, F.3 or F.4 below, and Executive complies with Section G.4. below, then, in addition to the Accrued Obligations and the Vested Benefits, the Bank shall pay to Executive an amount equal to two times his then current annual base salary immediately preceding such termination in full and complete satisfaction of any and all rights which Executive may enjoy hereunder. The payment shall be made in equal installments on the Bank’s normal payroll dates during the 24 month period immediately following such termination. Such payment is contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Any payment required to be made prior to the effectiveness of the Release shall be held back and paid on the date that the Release becomes effective. For purposes of this Agreement, a decision by the Company to not renew this Agreement or otherwise not renew Executive’s employment shall not be considered a termination without Cause for any purpose under this Agreement.

2. Upon Disability or Death .

(a)  Disability . Executive’s employment hereunder may be terminated by the Bank and CVB upon Executive’s inability to perform his duties hereunder as the President and Chief Executive Officer of the Bank and CVB as a result of prolonged absence from work for health reasons or physical or mental disability, illness or incapacity, for three (3) consecutive calendar months, or for shorter periods aggregating four (4) months in any twelve (12) month period, as reasonably determined by the Boards of Directors. In the event that Executive’s employment is terminated under this Section F.2(a), and Executive complies with Section G.4. below, then, in addition to the Accrued Obligations and Vested Benefits, the Bank shall pay to Executive Executive’s base salary, as set forth in Section C.1 above, for twelve (12) months in equal installments on the Bank’s normal payroll dates, adjusted as hereinafter set forth. Each payment shall be reduced by the amount of any disability payments to be made under the Bank’s insurance plans, including workers compensation, during the payroll period for which such payment is made. Such payment is contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Any payment required to be made prior to the effectiveness of the Release shall be held back and paid on the date that the Release becomes effective.

(b)  Executive’s Death. Executive’s employment hereunder shall terminate upon Executive’s death. If Executive’s employment terminates under this Section F.2(b), the Bank shall pay to Executive’s estate the Accrued Obligations and shall provide the Vested Benefits, but Executive (and his estate, successors and beneficiaries) shall not have the right to receive any other compensation or benefits for any period after the termination pursuant to this Section F.2(b).

3.  For Cause . The Company may terminate immediately Executive’s employment hereunder for “Cause”, if the Board of Directors of either the Bank or CVB reasonably determines that Executive has:

(i) committed a significant act of dishonesty, deceit or breach of fiduciary duty in the performance of Executive’s duties as an employee of the Company;

(ii) grossly neglected or willfully failed in any way to perform substantially the duties of such employment after a written demand for performance is given to Executive by the Board of Directors of the Bank or CVB which demand specifically identifies the manner in which such Board of Directors believes Executive has failed to perform his duties; or

(iii) willfully acted or failed to act in any other way that materially and adversely affects the Company.

In the event of a termination of Executive’s employment by the Company under this Section F.3, the Company shall deliver to Executive, at the time Executive is notified of the termination of his employment, a written statement setting forth in reasonable detail the facts and circumstances claimed by the Company to provide a basis for the termination of Executive’s employment under this Section F.3.

If Executive’s employment terminates under this Section F.3, the Bank shall pay Executive the Accrued Obligations and shall provide the Vested Benefits. Executive shall not have the right to receive any other compensation or benefits for any period after the termination pursuant to this Section F.3. Any termination under this Section F.3 shall not prejudice any remedy which the Company may otherwise have at law, in equity, or under this Agreement.

4. Upon a Change in Control .

(a) Except for any termination pursuant to Sections F.2 or F.3 hereof, and provided that Executive complies with Section G.4. below, if within one hundred twenty (120) days prior to the completion of a Change in Control (as defined below) Executive’s employment with the Company is terminated by the Bank or CVB without Cause, or within one (1) year after the completion of a Change in Control Executive’s employment with the Company is (i) terminated by the Bank or CVB or any successor to the Bank or CVB, or (ii) Executive resigns his employment with the Bank and CVB for any reason; or (iii) Executive is offered a position with any successor to the Bank or CVB at or around the time of such Change in Control, but decides that he does not wish to accept such a position and, as a result, Executive suffers a job loss (either by termination or resignation), Executive shall be entitled to receive an amount equal to two times Executive’s annual base salary for the last calendar year ended immediately preceding the Change in Control, plus two times Executive’s average of any annual bonus received for the last two calendar years ended immediately preceding the Change in Control. Such amounts shall be paid (without interest or other adjustment) in equal installments on the Bank’s (or its successor’s) normal payroll dates during the 24 month period immediately following such termination. Such payment is contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Any payment required to be made prior to the effectiveness of the Release shall be held back and paid on the date that the Release becomes effective. If Executive is entitled to payments under this Section F.4 as a result of a termination of his employment occurring prior to the completion of a Change in Control, such payments shall be made in accordance with Section F.1 prior to the completion of the Change in Control, and a makeup payment of the difference between the payments provided under Section F.1 and the payments required by this Section F.4 for the period prior to the completion of the Change in Control shall be made on the Bank’s (or its successor’s) first normal payroll date following the completion of the Change in Control.

(b) A “Change in Control” shall be deemed to have occurred on the earliest date on which the conditions set forth in any of the following paragraphs shall have been satisfied:

(i) any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition) ownership of stock of CVB or the Bank possessing more than 50% of the total voting power of CVB’s or the Bank’s stock; provided, however, it is expressly acknowledged by Executive that this provision shall not be applicable to any person who is, as of the date of this Agreement, a Director of CVB or the Bank;

(ii) a majority of the members of CVB’s Board of Directors is replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of CVB’s Board prior to the date of the appointment or election;

(iii) a merger or consolidation where the holders of the Bank’s or CVB’s voting stock immediately prior to the effective date of such merger or consolidation own less than 50% of the voting stock of the entity surviving such merger or consolidation;

(iv) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank that have a total gross fair market value greater than 50% of the total gross fair market value of all of the Bank’s assets immediately before the acquisition or acquisitions; provided, however, transfer of assets that otherwise would satisfy the requirements of this subsection (iv) will not be treated as a change in the ownership of such assets if the assets are transferred to:

(A) a shareholder of the Bank (immediately before the asset transfer) in exchange for or with respect to the stock of the Bank held by such shareholder;

(B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly by CVB or the Bank;

(C) a person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of CVB or the Bank; or

(D) an entity, at least 50% of the total value or voting power is owned, directly or indirectly by a person (or group of persons) that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Bank.

Each event comprising a Change in Control is intended to constitute a “change in ownership or effective control”, or a “change in the ownership of a substantial portion of the assets,” of CVB or the Bank as such terms are defined for purposes of Section 409A of the Internal Revenue Code and “Change in Control” as used herein shall be interpreted consistently therewith.