EXHIBIT 10.3
ATTACHMENT TO
EMPLOYMENT AGREEMENT
DATED JULY 1, 1998 FOR
XXXXX X. XXXXXXXX
Pursuant to approval by the Executive Committee of Mission Community
Bank, N.A. on January 18, 2000, the Employment Agreement between Mission
Community Bank, N.A. and Xxxxx X. Xxxxxxxx dated July 1, 1998 is hereby amended
as follows: THE EFFECTIVE DATE OF THE EMPLOYMENT AGREEMENT SHALL BE DECEMBER
18, 1997.
MISSION COMMUNITY BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxx, Chairman February 2, 2000
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Xxxxx X. Xxxxxxx, Chairman
Executive Committee
By: /s/ Xxxx X. Xxxxxxx February 2, 2000
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Xxxx X. Xxxxxxx
Vice Chairman
By: /s/ Xxxxx X. Xxxxxxxx February 2, 2000
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XXXXX X. XXXXXXXX
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made on the 1st day of July, 1998, between MISSION
COMMUNITY BANK, N.A. ("Bank"), having a principal place of business at 000
Xxxxxxx Xxxxxx, Xxx Xxxx Xxxxxx, Xxxxxxxxxx 00000, and XXXXX X. XXXXXXXX
("Executive"), whose residence is 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxx
00000.
WITNESSETH
WHEREAS, Bank is a national banking association duly organized, validly
existing, and in good standing under the laws of the United States of America,
with power to own property and carry on its business as it is now being
conducted;
WHEREAS, Bank desires to avail itself of the skill, knowledge and
experience of Executive in order to insure the successful management of its
business; and
WHEREAS, the parties hereto desire to specify the terms of Executive's
employment by Bank;
NOW, THEREFORE, in consideration of the mutual covenants hereafter set
forth, it is agreed that effective July 1, 1998 (the "Effective Date"), the
following terms and condition shall apply to Executive's employment:
AGREEMENT
A. TERM OF EMPLOYMENT
1. TERM. Bank hereby employs Executive and Executive hereby
accepts employment with Bank for the period of three (3) years (the "Term")
commencing with the Effective Date, which shall be extended automatically for a
period or periods of one (1) year each (up to a maximum of two (2) such one (1)
year periods) unless either Executive or Bank gives notice in writing to the
other not less than ninety (90) days before the end of the initial three (3)
year Term or the end of any respective one (1) year extension period that
Executive's employment by Bank is to be terminated; subject, however, to prior
termination of this Agreement as hereinafter provided. Where used herein, "Term"
shall refer to the entire period of employment of Executive by Bank hereunder,
whether for the period provided above, including any extensions thereof, or
whether terminated earlier as hereinafter provided.
B. DUTIES OF EXECUTIVE
1. DUTIES. Executive shall perform the duties of President and
Chief Executive Officer of Bank, which includes, but are not limited to those
duties specified on Bank's Job Description for the position of President and
Chief Executive Officer, subject to the powers by law vested in the Board of
Directors of Bank and in Bank's shareholders. However, the duties of Executive
may be changed from time to time by the mutual consent of Executive and Bank
without resulting in a recission of this Agreement. Notwithstanding any such
change from the duties originally, assigned and specified above, or hereafter
assigned, the employment of Executive shall be construed as continuing under
this Agreement as modified; provided, however, any material changes in
Executive's duties, without Executive's consent, shall be construed as a
termination of Executive without cause. During the Term, Executive shall perform
exclusively the services herein contemplated to be performed by Executive
faithfully, diligently and to the
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best of Executive's ability, consistent with the highest and best standards of
the banking industry and in compliance with all applicable laws and Bank's
Articles of Association and Bylaws.
2. CONFLICTS OF INTERESTS. Except as permitted by the prior
written consent of the Board of Directors of Bank, Executive shall devote
Executive's entire productive time, ability and attention to the business of
Bank during the Term and Executive shall not directly or indirectly render any
services of a business, commercial or professional nature to any other person,
firm or corporation, whether for compensation or otherwise, which are in
conflict with Bank's interests.
C. COMPENSATION
1. BASE SALARY. For Executive's services hereunder, Bank shall
pay or cause to be paid as base salary to Executive the amount of Seven Thousand
Five Hundred Dollars ($7,500) per month. Said base salary shall be payable in
conformity with Bank's normal payroll periods. Executive's base salary shall be
reviewed by the Board of Directors from time to time, at its discretion, and
Executive shall receive such base salary increases, if any, as the Board of
Directors, in its sole discretion, shall determine.
2. BONUS. In addition, Executive may receive such bonuses,
if any, as the Board of Directors, in its sole discretion, shall determine.
D. EXECUTIVE BENEFITS
1. VACATION AND SICK PAY. Executive shall be entitled to four
(4) weeks vacation per year during the Term, in accordance with Bank's
Personnel Policy; provided, however, that each year of the Term Executive is
required to and shall take at least two (2) weeks of said vacation (the
"Mandatory Vacation"), which shall be taken consecutively. Executive shall not
be entitled to vacation pay in lieu of vacation and any vacation time not used
in excess of the Mandatory Vacation may be accumulated for future years up to a
maximum of eight (8) weeks. Executive shall also be entitled to sick pay in
accordance with Bank's Personnel Policy.
2. GROUP MEDICAL AND LIFE INSURANCE BENEFITS. Pursuant to
Bank's policies, Bank shall provide for Executive's participation in Bank's
group medical, dental, vision and life insurance benefits, as provided to Bank's
other officers; provided, however, that Executive shall be provided $250,000 in
life insurance benefits. Said insurance coverage shall be made available to
Executive as of the first day of the month following the Effective Date hereof
and shall continue throughout the Term. Bank's liability to Executive for any
breach of this Paragraph D.2 shall be limited to the amount of premiums payable
by Bank to obtain the coverage contemplated herein.
3. AUTOMOBILE ALLOWANCE. During the Term Bank shall
provide Executive with a Five Hundred ($500) per month automobile allowance.
E. BUSINESS EXPENSES AND REIMBURSEMENT
1. BUSINESS EXPENSES. Executive shall be entailed to
reimbursement by Bank for any ordinary and necessary business expenses incurred
by Executive in the performance of Executive's duties and in acting for Bank
during the Term, which types of expenditures shall be determined by the Board of
Directors, provided that:
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(a) Each such expenditure is of a nature qualifying
it as a proper deduction on the federal and state income tax returns of Bank as
a business expense and not as deductible compensation to Executive; and
(b) Executive furnishes to Bank adequate records and
other documentary evidence required by federal and state statutes and
regulations issued by the appropriate taxing authority for the substantiation of
such expenditures as deductible business expenses of Bank and not as deductible
compensation to Executive.
2. REIMBURSEMENT. Executive agrees that, if at any time
payment made to Executive by Bank for business expense reimbursement shall be
disallowed in whole or in part as a deductible business expense by the
appropriate taxing authorities, the amount so disallowed shall be treated as
taxable compensation to Executive.
F. TERMINATION
1. TERMINATION. Bank may terminate Executive's employment
at any time without further obligation or liability to Executive, by action of
the Board of Directors:
(a) If Executive fails to perform Executive's duties or
habitually neglects Executive's duties;
(b) If Executive engages in illegal activity which
materially adversely affects Bank's reputation in the community or which
evidences the lack of Executive's fitness or ability to perform Executive's
duties as determined by the Board of Directors in good faith;
(c) If Executive has committed any act which would
cause termination of coverage under Bank's Bankers Blanket Bond as to Executive
or as to Bank as a whole;
(d) If Executive is deceased; or
(e) If Executive is found to be physically or mentally
incapable of performing Executive's duties for a period of ninety (90) days or
greater by the Board of Directors, in good faith. Such termination shall not
prejudice any remedy which Bank may have at law, in equity, or under this
Agreement. Termination pursuant to this Paragraph F.1 shall become effective two
(2) days after written notice of termination.
2. ACTION BY SUPERVISORY AUTHORITY. Executive's employment
shall terminate immediately without further liability or obligation to
Executive:
(a) If Bank is closed or taken over the Comptroller of
the Currency or other supervisory authority, including the Federal Deposit
Insurance Corporation; or
(b) If such supervisory authority should exercise its
statutory powers of removal to remove Executive from office.
3. MERGER OR TRANSFER OF ASSETS. This Agreement shall not
be terminated due to: (a) a merger where Bank is not the surviving
corporation; (b) a consolidation; or (c) a transfer of all or substantially all
of the assets of the Bank. Bank shall take all actions necessary to insure that
the surviving or
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resulting corporation, if other than Bank, or transferee of Bank's assets is
bound by and shall have the benefit of the provisions of this Agreement. In the
case of dissolution, this Agreement shall be terminated.
4. TERMINATION WITHOUT CAUSE. Notwithstanding anything to the
contrary herein, Executive's employment may be terminated at any time without
cause by Bank upon five (5) days' written notice of termination to Executive and
by Executive upon sixty (60) days' written notice of termination to Bank. In the
event Bank elects to terminate this Agreement pursuant to this Paragraph F.4,
Executive shall be entitled to compensation equal to six (6) months' base
salary, payable in equal installments over a six (6) month period in conformity
with Bank's normal payroll periods; provided, however, in the event Bank or its
successor elects to terminate this Agreement pursuant to the provisions hereof
and there has been a "Corporate Reorganization" Executive shall be entitled to
compensation equal to the greater of: (i) One Hundred Thousand Dollars
($100,000), payable in equal installments over thirteen (13) months in
conformity with Bank's normal payroll periods; or (ii) payment of Executive's
base salary for the remaining original Term hereof, payable in equal
installments over the remaining original Term hereof in conformity with Bank's
normal payroll periods. In the event Executive elects to terminate this
Agreement pursuant to the provisions hereof, Bank and Executive shall not be
entitled to any compensation. For purposes of this Paragraph F.4, a "Corporate
Reorganization" shall be deemed to have occurred: (i) in the event of a merger
or consolidation where Bank is not the surviving corporation, except where
Banks' shareholders exchange their interests in Bank for more than fifty percent
(50%) control of the surviving corporation; (ii) in the event of a transfer of
all or substantially all of the assets of Bank; or (iii) in the event of any
other corporate reorganization where there is a change in ownership of more than
fifty percent (50%), except as may result from a transfer of shares to another
corporation in exchanges for more than fifty percent (50%) control of that
corporation. Thus, for example, a Corporate Reorganization will not be deemed to
have occurred if one hundred percent (100%) ownership of Bank is transferred to
a holding company, so long as those individuals who were shareholders of Bank
prior to the transfer own more than fifty percent (50%) of the holding company
after the transfer.
5. EFFECT OF TERMINATION. In the event of termination of
Executive's employment prior to the completion of the original Term or any
extension for any of the reasons specified in Paragraphs F.1 through F.4,
Executive shall be entitled to the salary earned by Executive prior to the date
of termination as provided for in this Agreement, computed pro rata up to and
including that date and accrued but unused vacation time; but Executive shall be
entitled to no further compensation for services rendered after the date of
termination.
G. GENERAL PROVISIONS
1. TRADE SECRETS. During the Term, Executive will have access to
and become acquainted with what Executive and Bank acknowledge are trade
secrets, to wit, knowledge or data concerning Bank, including its operations and
business, and the identity of customers of Bank, including knowledge of their
financial condition, their financial needs, as well as their methods of doing
business. Executive shall not disclose any of the aforesaid trade secrets,
directly or indirectly, or use them in any way, either during the Term or for a
period of five (5) years after the termination of Executive's employment, except
as required in the course of Executive's employment with Bank.
2. RETURN OF DOCUMENTS. Executive expressly agrees that all
manuals, documents, files, reports, studies, instruments or other materials used
and/or developed by Executive during Executive's employment with Bank are solely
the property of Bank, and that Executive has no right, title or interest
therein. Upon termination of Executive's employment, Executive or Executive's
representative shall promptly deliver possession of all of said property to
Bank in good condition.
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3. NOTICES. Any notice, request, demand or other communication
required or permitted hereunder shall be deemed to be properly given when
personally served in writing or by facsimile, when deposited in the United
States mail, postage prepaid, or when communicated to a public telegraph
company for transmittal, addressed to the party at the address appearing at the
beginning of the Agreement. Either party may change its address by written
notice in accordance with this paragraph.
4. BENEFIT OF AGREEMENT. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
executors, administrators, successors and assigns.
5. APPLICABLE LAW. Except to the extent governed by the laws of
the United States, this Agreement is to be governed by and construed under the
laws of the State of California.
6. CAPTIONS AND PARAGRAPH HEADINGS. Captions and paragraph
headings used herein are for convenience only and are not a part of this
Agreement and shall not be used in construing it.
7. INVALID PROVISIONS. Should any provisions of this Agreement
for any reason be declared invalid, void, or unenforceable by a court of
competent jurisdiction, the validity and binding effect of any remaining
portion shall not be affected, and the remaining portions of this Agreement
shall remain in full force and effect as if this Agreement had been executed
with said provision eliminated.
8. ENTIRE AGREEMENT. Except for a Stock Option Agreement and an
incentive compensation plan which may be entered into by and between Bank and
Executive, this Agreement contains the entire agreement of the parties and
supersedes any and all other agreements, either oral or in writing, between the
parties hereto with respect to the employment of Executive by Bank. Each party
to this Agreement acknowledges that no representations, inducements, promises,
or agreements, oral or otherwise, have been made by any party, or anyone acting
on behalf of any party, which are not embodied herein, and that no other
agreement, statement, or promise not contained in this Agreement shall be valid
or binding. This Agreement may not be modified or amended by oral agreement,
but only by an agreement in writing signed by Bank and Executive,
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
MISSION COMMUNITY BANK, N.A.
By: /s/ ILLEGIBLE
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By: /s/ ILLEGIBLE
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/s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
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