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COMPROMISE AGREEMENT AND RELEASE

Release Agreement

COMPROMISE AGREEMENT AND RELEASE | Document Parties: TEMECULA VALLEY BANCORP INC You are currently viewing:
This Release Agreement involves

TEMECULA VALLEY BANCORP INC

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Title: COMPROMISE AGREEMENT AND RELEASE
Governing Law: California     Date: 3/17/2009
Industry: SandLs/Savings Banks     Sector: Financial

COMPROMISE AGREEMENT AND RELEASE, Parties: temecula valley bancorp inc
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Exhibit 10.47

COMPROMISE AGREEMENT AND RELEASE

 

1.

Parties to the Compromise Agreement and Release

The parties to this Compromise Agreement and Release (hereinafter “Agreement”) are as follows:

1.1 David Bartram (hereinafter referred to as “EMPLOYEE”), an individual; and

1.2 Temecula Valley Bank, and its parent and subsidiary corporations, partnerships and other related entities, all of their shareholders, officers, directors, partners, agents, employees, attorneys and representatives (hereinafter collectively referred to as “EMPLOYER”).

 

2.

Nature and Effect of Agreement

This Agreement consists of a compromise and settlement by the parties of any claims between the parties arising from the circumstances described in Section 3 of this Agreement, and a release given relinquishing all claims. By executing this Agreement, each of the parties intends to and does hereby extinguish any obligations heretofore existing between them and arising from those circumstances. This Agreement is not, and shall not be treated as, an admission of liability by either party for any purpose.

 

3.

Status and Circumstances of Agreement

This Agreement is entered into with reference to the following facts:

3.1 EMPLOYEE began his employment with EMPLOYER on January 7, 2008 and most recently held the position of Senior Executive Vice President/President SBA Division.

3.2 Due to strategic business decisions made by EMPLOYER, EMPLOYER and EMPLOYEE have mutually determined to terminate the employment relationship of EMPLOYEE with EMPLOYER upon the earlier to occur (“ Termination Date ”) of: (i) May 31, 2009; (ii) the date EMPLOYEE has obtained full- or part-time employment with another employer; or (iii) at the point EMPLOYEE engages in any self-employment activities.

3.3 Unless EMPLOYEE is terminated with cause (as specified in Section 4.1 of that certain Employment Agreement between EMPLOYER and EMPLOYEE dated November 19, 2007 (“ Employment Agreement ”) and in which event EMPLOYEE would not be entitled to any additional compensation as of the date of such termination with cause)), EMPLOYEE shall receive the following up to and including the Termination Date except as specified:

 

 

(a)

a salary of $16,250.00 paid semi-monthly ($390,000 on an annualized basis) in accordance with Bank’s normal payroll practices;

 

 

(b)

an auto allowance of $1,000 per month paid in accordance with Bank’s normal practices;

 

 

(c)

medical benefits as specified in the Employment Agreement; and

 

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(d)

vacation and sick leave accruals, if any, allowed under the Employment Agreement shall accrue up to and including January 31, 2009 and shall not accrue for any reason thereafter.

3.4 EMPLOYEE will not be required to provide full-time daily work for EMPLOYER after January 31, 2009, but will be available on call to work on special projects for a maximum of 2  1 / 2 days each week at EMPLOYER’s place of business in Temecula.

3.5 The parties desire to amicably conclude EMPLOYEE’s employment with EMPLOYER and any disputes related to that employment by entering into this Agreement. This Agreement supersedes the Employment Agreement relative to any amounts of compensation and benefits, including all compensation, auto allowance, medical benefits, vacation and sick leave and severance amounts that might have otherwise been owed to EMPLOYEE by EMPLOYER under the Employment Agreement, any other written or oral agreement with EMPLOYEE or under any other facts and circumstance. Except as otherwise specified in this Agreement, EMPLOYEE is not entitled to any other compensation or other benefits of any kind or nature from EMPLOYER.

 

4.

Compromise Agreement

In consideration of the promises made herein, the parties agree as follows:

4.1 On or before January 31, 2009, EMPLOYER shall pay EMPLOYEE $300,000.00 as Incentive Bonus for 2008 pursuant to the terms of Section 3.2 (a) of the Employment Agreement, subject to customary and usual withholding for taxes and the like in connection with such payment.

4.2 EMPLOYEE hereby compromises and settles any and all past, present, and/or future claims, demands, obligations, or causes of action for compensatory or punitive damages, costs, losses, expenses, and compensation, whether based on tort, contract, or other theories of recovery, which EMPLOYEE has or which may later accrue to or be acquired by EMPLOYEE against EMPLOYER, EMPLOYER’s predecessors and successors, in interest, heirs, and assigns, and EMPLOYER’s past, present, and future officers, directors, shareholders, agents, employees, parent and subsidiary organizations, affiliates, and partners (each an “EMPLOYER RELEASEE”) arising from in any manner the subject matter of the circumstances described in Section 3 of this Agreement and agrees that this compromise and settlement shall constitute a bar to all such claims other than claims to enforce the terms of this Agreement.

4.3 The parties agree that this compromise and settlement shall constitute a bar to all past, present, and future claims arising out of the subject matter of the action described in Section 3 of this Agreement other than claims to enforce the terms of this Agreement.

4.4 EMPLOYEE acknowledges and agrees that in no event shall EMPLOYER be obligated to pay or provide EMPLOYEE with any further compensation or other benefits of any kind whatsoever other than the compensation specifically called for under the terms of this Agreement.

 

5.

Release and Discharge

5.1 EMPLOYEE hereby releases and discharges, individually and collectively each EMPLOYER RELEASEE from, and relinquishes any and all past, present, or future claims, demands, obligations, or causes of action for compensatory or punitive damages, costs, losses, expenses, and compensation, whether based on tort, contract, or other theories of recovery, which EMPLOYEE has or which may later acquire by EMPLOYEE against each EMPLOYER RELEASEE arising in any manner

 

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from the subject of Section 3 of this Agreement or otherwise, other than those claims, demands, obligations, or causes of action arising under the terms of this Agreement.

5.2 This release specifically includes, without limitation: (1) Title VII of the Civil Rights Act of 1964 (race, color, religion, sex (including pregnancy) and national origin discrimination); (2) 42 U.S.C. § 1981 (discrimination); (3) 29 U.S.C. §§ 621-634 (Age Discrimination in Employment Act); (4) 29 U.S.C. § 206(d)(1) (equal pay); (5) the California Fair Employment and Housing Act (discrimination, including race, color, national origin, ancestry, physical handicap


 
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