EXHIBIT 10.4
EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of October 20, 2005, by
and among
PACIFIC STATE BANCORP, a California corporation ("PSBC")
/("Employer") and
Steven A. Rosso ("Employee").
WHEREAS, Pacific State Bancorp, a California Corporation, is a Bank
holding
company with one subsidiary, to wit: Pacific State Bank, a
California banking
corporation ("PSB"); and
WHEREAS, Employee is presently serving as President and Chief
Executive Officer
of Employer of both entities; and
WHEREAS, Employer recognizes that the contributions of Employee to
the growth
and success of Employer have been and will continue to be
substantial and
desires to assure Employer of the continued service of Employee,
and Employee
desires to continue in the employment of Employer;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements
contained herein, Employer and Employee agree as follows:
Article 1. Term of Employment.
1.01 Employer employs Employee and Employee hereby accepts
employment with
Employer, upon the terms and conditions hereinafter set forth, for
a period of
five (5) years commencing on October 1, 2005, and ending on
September 30, 2010
subject to the early termination provisions set forth below. The
term of this
agreement shall be automatically extended for additional one (1)
year period,
unless Employee or Employer gives written notice of non-renewal,
not less than
sixty (60) days prior to the end of the prior term.
"Employment Term" Defined
1.02 As used herein, the phrase "employment term" refers to the
entire period of
employment of Employee by Employer hereunder, whether for the
periods provided
above, or whether terminated earlier as hereinafter provided or
extended by
mutual agreement between Employer and Employee.
Article 2. Duties and Obligations of Employee.
Employee shall serve as the President/Chief Executive Officer of
Pacific State
Bancorp and of Pacific State Bank. In his capacity as President/CEO
he shall
report to the Board of Directors in assuming responsibility for
developing and
implementing overall long-range objective, plans and policies,
Strategic
Planning, acquisitions, marketing and other major functions of the
Company
subject to approval of the Board of Directors. May serve as the
principal
representative of the Company with the press, major customers,
community and
industry associations, other businesses and regulatory agencies.
Serve as voting
member of Bank's Board of Director's Loan Committee (Mr. Rosso is
the Vice
Chairman of the Loan Committee), Executive Committee and a member
of all other
board committees (except Audit and Personnel/Executive Compensation
Committee.
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Perform such duties as may, from time to time, be reasonably
requested of him by
the Board of Directors of Employee, including but not limited to
the hiring and
firing of all employees of the Employer. Subject at all times to
the policies
set by Employee's Board of Directors.
Devotion to Employer's Business.
2.02 (a) Employee shall devote his full time, ability, and
attention to the
business of Employer during the term of this contract.
(b) Employee shall not engage in any other business duties or
pursuits
whatsoever, or directly or indirectly render any services of a
business,
commercial, or professional nature to any other person or
organization, whether
for compensation or otherwise, without the prior written consent of
Employer's
Board of Directors. However, the expenditure of reasonable amounts
of time for
educational, charitable, or professional activities shall not be
deemed a breach
of this agreement if those activities do not interfere with the
service required
under this agreement.
(c) This agreement shall not be interpreted to prohibit Employee
from making
passive personal investments or conduct private business affairs if
those
activities do not interfere with the services required under this
agreement. It
is recognized that the Employee is an owner of Corfino Homes Inc.
with his
spouse Linda Rosso, and from time to time, provides professional
and financial
support to the company. However, Employee shall not directly or
indirectly
acquire, hold, or retain any major interest in any business
competing with or
similar in nature to the business of Employer ,which would be
considered in
direct conflict with Employer.
Competitive Activities
2.03 During the term of this contract Employee shall not, directly
or
indirectly, either as an employee, employer, consultant, agent,
principal,
partner, stockholder, corporate officer, 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
Employer.
Should Employee leave, by dismissal or voluntarily, the employ of
Pacific State
Bancorp, and subsequently engage in any competitive activity with
the Company,
Employee shall immediately resign from the Company's Board of
Directors.
Uniqueness of Employee's Services
2.04 Employee hereby represents and agrees that the services to be
performed
under the terms of this contract are of a special, unique,
unusual,
extraordinary, and intellectual character that gives them a
peculiar value, the
loss of which cannot be reasonably or adequately compensated in
damages in an
action at law. Employee therefore expressly agrees that Employer,
in addition to
any other rights or remedies that Employer may posses, shall be
entitled to
injunctive and other equitable relief to prevent or remedy a breach
of this
contract by Employee.
Indemnification for Negligence of Misconduct.
2.05 Employee shall indemnify and hold Employer harmless from all
liability for
loss, damage, or injury to persons or property resulting from the
negligence or
misconduct of Employee.
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Disclosure of Information
2.06 Employee shall not either before or after termination of this
Agreement,
disclose to anyone any information relating to Employer or any
financial
information, trade and business secrets of know-how germane to the
business and
operation of Employer. Employee recognizes and acknowledges that
any financial
information concerning any of Employer's customers, as it may exist
from time to
time, is strictly confidential and is a valuable, special and
unique asset of
Employer's business. Employee shall not, either before or after
termination of
this Agreement, disclose to anyone said financial information or
any part
thereof, for any reason or purpose whatsoever.
Surety Bond.
2.07. The Employee agrees that he will furnish all information and
take any
other steps necessary to enable the Employer to obtain or maintain
a fidelity
bond conditional on the rendering of a true account by the Employee
of all
monies, goods, or other property which may come into the custody,
charge, or
possession of the Employee during the term of his employment. The
Surety Company
issuing the bond and the amount of the bond must be acceptable to
the Employer.
All premiums on the bond are to be paid by the Employer. If
Employee cannot
qualify for a surety bond at any time during the term of this
Agreement,
Employer shall have the option to terminate this Agreement
immediately.
Article 3. Compensation
3.01 (a) As compensation for the services to be performed
hereunder, Employee
shall receive a salary at the current rate of $223,084.00 per
annum, payable not
less than once a month, during the employment term in monthly
amounts of
$18,590.00. Use of a company automobile, Country Club membership,
service clubs,
and other private clubs at the expense of the Company. The Employee
shall have
the right to participate in all employment benefits and retirement
plans. The
Employer will note the following additional compensation terms and
benefits.
(b) Employee shall receive such annual adjustments in salary as may
be
determined by Employer's Board of Directors in its sole
discretion.
(c) Club dues and other sundry benefits paid by the Company such
as
educational costs, mileage and expenses incurred on behalf of
Pacific State
Bancorp or Pacific State Bank.
Salary Continuation Agreement
3.02 See Addendum A executed and adopted September, 2003, by and
between Pacific
State Bancorp, (the "Employer") and Steven A. Rosso, (the
"Employee").
Salary Continuation during Disability only
3 .03 If Employee for any reason becomes temporarily or permanently
disabled so
that he is unable to perform the duties prescribed herein, Employer
agrees to
pay Employee the difference between the amounts paid by State
Disability
Insurance of Workman's Compensation benefits and the rate of
compensation as
defined in paragraph 3.02 (a), for a period according to the
following formula:
(a) The Employee is to utilize all accrued sick leave and vacation
prior to
salary continuation formula begins.
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(b) The Employer will continue s
