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EXHIBIT 10.6
EMPLOYMENT AGREEMENT
Redding Bank of Commerce, a California Corporation, hereinafter referred
to as Employer, and Xxxxxxx X. Xxxxxx, hereinafter referred to as Employee, for
and in consideration of their respective promises and undertakings set forth
herein, the sufficiency of which is hereby acknowledged, do hereby agree,
covenant, and acknowledge as follows:
1. Employment and Duties
Employer is employing Employee as Chief Executive Officer for the
purpose of providing Employer with the services described in the position
description set forth in Paragraph 10 and to perform any other services as may
be directed by the Board of Directors of Employer.
2. At-Will Employment
Employee is employed as an "at-will" employee - that is, there is no
fixed term or minimum term. Employee and Employer may each terminate this
agreement at any time for any reason, or for no reason, with or without notice.
Unless sooner terminated, pursuant to the terms hereof, this agreement shall
automatically terminate on June 30, 2000.
3. Salary
Employee's initial base salary will be $4,166.67 per pay period, payable
twice per month on the fifteen (15th) day and on the last day of the month.
Employer will make customary withholdings. The fact that the salary is payable
twice per month is not to be construed to create a minimum employment term or
notice requirement. The base salary shall be reviewed and adjusted annually.
4. Benefits
(a) Profit Sharing: In addition to the base salary, Employee
shall be eligible to receive Profit Sharing compensation pursuant to the
Incentive Profit Sharing Plan adopted by Employer in December 1992 and as
amended from time to time thereafter or terminated.
(b) Fringe Benefits: Employer agrees to provide Employee with the
following benefits for so long as Employee is employed under this Agreement:
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(i) An automobile suitable to his position with
Employer. Employer shall pay or reimburse Employee for all necessary and
customary expenses for such automobile, incurred by Employee in the conduct of
business of Employer, including maintenance, insurance and expenses of
operation.
(ii) Employer will sponsor and pay for a proprietary
membership and monthly dues in the Riverview Country Club for the use by
Employee for business development.
(iii) An annual paid vacation of four (4) weeks.
(iv) Employee is authorized to incur necessary and
customary expenses in connection with the business of the Employer, including
expenses for entertainment, travel, promotional and similar matters. Employer
will pay or reimburse Employee for such expenses upon presentation of
appropriate records which verify such expenses.
5. Severance
In the event Employee is terminated for a reason other than cause
(termination for cause is a termination for any legitimate business reason),
Employer shall be obligated to pay Employee the sum of twice Employees's then
annual base salary, to be paid out over one year; provided, however, that
Employer shall not be obligated by contract, statute, or otherwise to pay to
Employee any additional amount of money for any reason. Employee accepts, and
acknowledges that, the sum of twice Employee's then base salary, is the only
money which Employer will ever owe or pay Employee in the event of a
termination. In the event Employee sues Employer for any reason, he shall, by
such suit, relinquish all rights to severance of any kind, including severance
in the amount of twice Employee's then annual base salary, and/or any part of
that sum, and Employee shall be obligated to refund any part of the sum
previously paid.
In exchange for the guaranteed amount stated above, Employee also agrees
that, for a twelve month period after leaving the employe [sic] of the Employer,
regardless of the reason for leaving, Employee will not become employed by a
financial institution (i.e. regulated by the Federal or State Banking or savings
and loan authorities) within Shasta County, California. Should Employee become
employed by a financial institution in Shasta County, within 12 months of his
termination, in violation of
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his above-stated promises, Employee shall relinquish all rights (if any) to the
amount stated above, and/or any part of that sum and shall be obligated to
refund any part of the sum previously paid.
6. Performance
During his employment, Employee shall devote his entire time and
attention to the interests of the Employer in a manner consistent with the
highest professional standards and Employer policies.
7. Confidentiality
In order to render services to Employer, Employee will be informed of
confidential information developed by Employer, will develop confidential
information for Employer, and will receive and use confidential information from
Employer and others solely as a consequence of the employment relationship and
solely for the purpose of conducting Employer's business. Employee acknowledges
the existence of his fiduciary duty to employer not to xxx or divulge any such
confidential information for any purpose other than as necessary to conduct
Employer's business. Employee acknowledges that Employer's confidential
information, both written and oral, constitutes valuable property and that
Employer may take such actions as are necessary to protect that property.
Employee covenants and agrees that he will neither use for any reason or purpose
nor divulge to any person all or any portion of any confidential information
acquired in his employment, nor shall Employee make disparaging statements
regarding Employer or any of Employer's employees, irrespective of the time,
manner, cause of, or reason for termination of his employment. Likewise, after
his employment with Employer, Employee will not solicit any employee of Employer
for three (3) years for the purpose of employing such an employee.
8. Modification and Severability
No addition to, modification of, amendment to, or deletion from this
agreement shall be valid unless it is in writing and executed by the parties to
this agreement. A legal determination that any paragraph, sub-paragraph,
sentence, clause or provision of this agreement is void, invalid, or
unenforceable shall have no effect on any other paragraph, sentence, clause or
provision of this agreement.
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9. Entire Agreement
Employee and Employer agree that this Employment Agreement contains the
entire understanding and agreement between them regarding Employee's employment
by Employer. There are no oral agreements or understanding or any other written
agreements which directly or indirectly affect the employment relationship
between us and you.
10. Description of Employee's
Employee shall be the Chief Executive Officer and President of Employer,
and in that capacity shall perform the duties customarily performed in such
offices, subject to the authority of the Board of Directors of the Employer.
Employee shall hold and perform all the responsibilities and duties prescribed
by the Board and by the Bylaws of the Employer. Employee shall devote his full
time and attention to the affairs of the Employer and shall not, directly or
indirectly, either as an employee, employer, consultant, agent, principal,
partner, major 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.
Dated: June 17, 1997 REDDING BANK OF COMMERCE
BY: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Chairman of the Board
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President & C.E.O.
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