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EXHIBIT 10.3
Employment Agreement between Xxxxx de Oro Bank, N.A. and Xxxxxxx X.
Xxxxx dated July 1, 1995
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EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of July,
1995, by and between XXXXX DE ORO BANK, N.A., a national banking association,
having its corporate offices at 0000 X. Xxxx Xxxxxx, Xx Xxxxx, Xxxxxxxxxx,
hereinafter referred to as the "Employer," and XXXXXXX X. XXXXX, hereinafter
referred to as the "Employee."
WHEREAS, the parties hereto desire to enter into an agreement for the
purposes of engaging the services of Employee by reason of his experience,
training and ability in the California commercial banking industry;
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. Employment and Duties. The Employer hereby employs the Employee and
the Employee hereby accepts employment with the Employer upon the terms and
conditions hereinafter set forth. The Employee is hereby employed as the
President and Chief Executive Officer of Employer and shall perform the
customary duties of a President and Chief Executive Officer of a California
commercial bank and such kindred duties as may, from time to time, be reasonably
requested of him by the Board of Directors of Employer, provided that such
duties shall not require Employee to locate his residence in an area other than
where the principal executive office of the Employer is located.
2. Extent of Services. Employee shall donate his full time, attention
and energies to the business of the Employer, and shall not during the term of
this Agreement be engaged in any other business activities, except personal
investments, without the prior written consent of Employer.
3. Term. Subject to prior termination of this Agreement as hereinafter
provided, the term of the Employment Agreement is four (4) years beginning July
1, 1995.
4. Regular Compensation. In consideration for services rendered under
this Agreement, the employer shall pay to Employee a minimum salary of one
hundred seventy-five thousand and no/100 dollars ($ 175,000.00). Employee's
salary during the remaining years of this Agreement shall be increased in an
amount to be determined by Employer.
5. Expenses. Employee shall be reimbursed for ordinary and necessary
expenses incurred by Employee in connection with activities associated with
promoting the business of Employer that are authorized from time to time by the
Board of Directors of Employer including expenses for entertainment, travel and
similar items. Employer will pay for or will reimburse Employee for all such
expenses upon presentation by Employee from time to time, of an account of such
expenditure.
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6. Automobile. Employer shall provide Employee with an automobile for
Employee's personal and business use during the term of this Agreement or until
available. The Employer also agrees to procure and maintain automobile liability
insurance on such automobile. All automobile expenses incurred by the Employee
in performing his duties hereunder are to be paid for, insofar as this is
possible, by the use of credit cards in the name of the Employer. Any such
reasonable automobile expenses which cannot be charged on a credit card may be
paid for by the Employee who will later be reimbursed by the Employer.
7. Vacation. Employee shall be entitled to an annual vacation leave of
four (4) weeks at full pay. Employee shall take at least two consecutive weeks
of vacation annually.
8. Disability. If the Employee becomes disabled during the employment
term because of sickness, physical or mental disability, so that he is unable to
perform his duties hereunder, the Employer agrees to continue the Employee's
salary for whichever of the following is shortest: until one hundred eighty
(180) days from the first working day missed because of such sickness or
disability; until Employee is able to return to work; or until the end of the
employment term hereinabove specified.
9. Insurance. Employer hereby agrees as its sole cost and expense to
provide Employee, and Employee's dependents, at all times during the term of
this Agreement, with health (including medical, dental and hospitalization),
accident and disability insurance of a type at least as comprehensive as such
coverage provided through the California Bankers Association. In addition,
Employer hereby also agrees at its sole cost and expense to provide Employee
with term life insurance upon the life of the Employee, in a face amount of at
least $100,000 and with ownership therein to be determined by Employee in his
sole discretion, including the right to designate the beneficiary of such
policy.
10. Printed Material. All written or printed materials used by Employee
performing duties for Employer are and shall remain the property of Employer.
Upon termination of employment, Employee shall return such written or printed
material to Employer.
11. Disclosure of Information. Employee shall not, either before or
after termination of the Agreement, disclose to anyone any information relating
to Employer or an financial information, trade secrets of know-how germane to
the business and operations 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.
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12. Non-competition by Employee. During the term of this Agreement, the
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 competing banking business.
13. Surety Bond. 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 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.
14. Moral Conduct. The Employee agrees to conduct himself at all times
with due regard to public conventions and morals. He further agrees not to do or
commit any act that will reasonably tend to degrade him or to bring him into
public hatred, contempt, or ridicule, or that will reasonably tend to shock or
offend the community, or to prejudice the Employer or the banking industry in
general.
15. Termination of Agreement.
a. Statutory Grounds for Termination. This Agreement shall terminate
immediately upon the occurrence of any one of the following events, which are
described in Sections 2920, 2921, 2924, and 2925 of the California Labor Code:
1) The occurrence of circumstances that make it
impossible or impractical for the business of the Employer to be continued.
2) The death of the Employee.
3) The loss of the Employee of legal capacity.
4) The loss by the Employer of legal capacity to
contract.
5) The willful breach of duty by the Employee in the
course of his employment, unless waived by Employer.
6) The habitual neglect by the Employee of his
employment duties, unless waived by the Employer.
7) Subject to paragraph 8 hereof, the continued
incapacity on the part of the Employee under this Agreement, unless waived by
the Employer.
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b. Termination for Bankruptcy. This Agreement may be terminated
immediately by either party at his option and without prejudice to any other
remedy to which he may be entitled at law, in equity, or under this Agreement if
either party:
1) Files a petition in bankruptcy courts or is
adjudicated as bankrupt;
2) Institutes or suffers to be instituted against him
any procedure in bankruptcy court for reorganization or rearrangement of his
financial affairs;
3) Has a receiver of his assets or property appointed
because of insolvency; or
4) Makes a general assignment for the benefit of
creditors.
c. Effect of Termination on Compensation. In the event of the
termination of this Agreement prior to the completion of the term of employment
specified herein, the Employee shall be entitled to the compensation earned by
him prior to the date of termination as provided for in this Agreement computed
pro-rata up to and including that date; the Employee shall be entitled to no
further compensation as of the date of termination except that Employee or
Employee's estate shall receive twelve (12) months' salary when termination is
caused by death, disability, or termination without proper notice as provided
below.
d. Termination by Either Party. Notwithstanding anything to the
contrary contained in this Agreement, either party may terminate this Agreement
at any time prior to the expiration of its term, subject to (12) months' written
notice served upon the other party.
16. Notices. Any notices to be given hereunder by either party to the
other may be effected either by personal delivery in writing or by mail,
registered or certified, postage prepaid with return receipt requested. Mailed
notices to the Employer shall be given to Xxxxx de Oro Bank, N.A., 0000 X. Xxxx
Xxxxxx, Xx Xxxxx, XX 00000, c/o Chairman of the Board of Directors. Mailed
notices to Employee shall be sent to Xxxxxxx X. Xxxxx, 0000 Xxxxxx Xxxxxxx Xxxx,
Xx Xxxxx, XX 00000.
17. Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing between the parties hereto with respect to
the employment of the Employee by the Employer and contains all of the covenants
and agreements between the parties with respect to such employment in any manner
whatsoever. Each party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, orally 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
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shall be valid and binding. Any modification of this Agreement will be effective
only if it is in writing signed by the party to by charged.
18. Partial Invalidity. If any provision in this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
20. Waiver. The parties hereto shall not be deemed to have waived any of
their respective rights under this Agreement unless the waiver is in writing and
signed by such waiving party. No delay in exercising any right shall be a waiver
nor shall a waiver on one occasion operate as a waiver of such right on a future
occasion.
22. Payment of Money Due Deceased Employee. If the Employee dies prior
to the expiration of the term of employment, any monies that may be due him from
the Employer under this Agreement as of the date of his death shall be paid to
his executors, administrators, heirs, personal representative, successors, and
assigns.
22. Attorney's Fees. Should either party hereto institute legal
proceedings to enforce or interpret any provision hereof, the prevailing party
shall be entitled to recover from the other party reasonable attorney's fees as
determined by the court, plus court costs.
23. Approval by Employer. The obligations and rights of the parties
hereunder are expressly conditioned upon the approval of this Agreement by the
Board of Directors, Xxxxx de Oro Bank, N.A.
EMPLOYER:
/s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
Chairman of the Board
EMPLOYEE:
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
President and
Chief Executive Officer
