Exhibit 10.47
COMPROMISE AGREEMENT AND
RELEASE
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1.
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Parties
to the Compromise Agreement and Release
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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”).
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2.
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Nature
and Effect of Agreement
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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.
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3.
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Status
and Circumstances of Agreement
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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:
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(a)
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a salary of
$16,250.00 paid semi-monthly ($390,000 on an annualized basis) in
accordance with Bank’s normal payroll practices;
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(b)
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an auto
allowance of $1,000 per month paid in accordance with Bank’s
normal practices;
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(c)
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medical
benefits as specified in the Employment Agreement; and
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(d)
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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.
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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.
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.
5.1 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