EXHIBIT 10.11
Employment agreement of Xxxx Xxxxxxx
EMPLOYMENT AGREEMENT
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This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective
December 1, 2001, between Redlands Centennial Bank (referred to as "Employer"),
and Xxxx X. Xxxxxxx (hereinafter referred to as "Executive").
WITNESSETH:
WHEREAS, Employer is desirous of employing Executive in the capacity hereinafter
stated and Executive is desirous of being employed in the employ of Employer in
such capacity, for the period and on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
conditions herein contained, the parties hereto, intending to be legally bound,
do hereby agree as follows:
1. EMPLOYMENT
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Employer hereby employs Executive as Executive Vice President and Chief
Financial Officer of Redlands Centennial Bank, and Executive accepts the duties
that are customarily performed by the Executive Vice President and Chief
Financial Officer of a state-chartered banking institution and accepts all other
duties and obligations described herein and agrees to discharge the same
faithfully and to the best of her ability and consistent with past performances
and the highest and best standards of the banking industry, in accordance with
the policies of Employer's Board of Directors as established, and in compliance
with all laws and Employer's Articles of Incorporation, Bylaws, Code of Ethics,
policies and procedures. Executive shall devote her business time and attention
to the business and affairs of Employer for which she is employed and shall
perform the duties thereof to the best of her ability. Except as permitted by
the prior written consent of Employer's Board of Directors, 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 Employer's interests.
Executive shall perform such other duties as shall be from time to time
prescribed by Employer's Board of Directors.
Executive shall have such responsibility and duties and such authority to
transact business on behalf of Employer as are customarily incident to the
office of Executive Vice President and Chief Financial Officer of a
state-chartered banking institution.
2. TERM
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Employer hereby employs Executive, and Executive hereby accepts employment
with Employer for the period of three (3) years (the "Term"), commencing
December 1, 2001, with such Term being subject to prior termination as
hereinafter provided. Where used herein, "Term" shall refer to the entire period
of employment of Executive by Employer, whether for the period provided above,
or whether terminated earlier as hereinafter provided, or extended by mutual
agreement in writing by Employer and Executive.
Such Term shall be automatically extended for additional periods of one (1)
year unless Executive or Employer shall give written notice, not less than
thirty (30) days and not more than three months prior to the expiration of the
Term, of intention not to extend the Term.
3. COMPENSATION
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In consideration for all services to be rendered by Executive to Employer,
Employer agrees to pay Executive a base salary of One Hundred Twenty-Five
Thousand Dollars ($125,000) per year, effective December 1, 2001. Employer's
Board of Directors shall in their discretion determine any increases in
Executive's base salary after the first
anniversary of the Term. Executive's salary shall be paid semi-monthly. Employer
shall deduct all taxes which may be required to be deducted or withheld under
any provision of the law (including, but not limited to, social security
payments and income tax withholding) now in effect or which may become effective
any time during the term of this Agreement.
Executive shall be entitled to participate in any and all other employee
benefits and plans that may be developed and adopted by Employer and in its
normal course of business, subject to the terms and conditions of such plans
provided that nothing contained herein shall obligate Employer to commence,
develop or warranty any employee benefits or plans.
Executive shall receive use of a bank credit card.
4. BONUS AND SALARY CONTINUATION PLAN
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Executive shall be entitled to participate in Employer's Incentive
Compensation Plan ("Bonus Plan"), which shall be at the discretion of the Board.
Executive and Employer are parties to an Executive Salary Continuation
Agreement, dated October 1, 2001, with an Annual Benefit in section 1.2 of the
Salary Continuation Agreement of Seventy-Five Thousand Dollars ($75,000).
5. STOCK OPTIONS
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Executive shall be eligible for future grants of stock options at the
discretion of Employer's Board. Executive's rights and obligations as to any
options so granted shall be governed by the respective stock option agreements
and stock option plans.
6. AUTOMOBILE AND REIMBURSEMENT
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Executive shall continue to have the use of that certain 1999 GS 400 Lexus
automobile through the current lease, ending February 1, 2001. Upon expiration
of the current lease, Employer shall provide to Executive an automobile for use
during her employment. The purchase price of said automobile shall not exceed
Forty Thousand Dollars ($40,000.00).
Employer agrees to reimburse Executive for all ordinary and necessary
expenses incurred by Executive on behalf of Employer, including automobile
maintenance, gasoline, entertainment, meals and travel expenses. Any legitimate
and reasonable costs incurred by Executive for conventions, meetings and
seminars will be reimbursed as well as special social entertainment expenses.
7. INSURANCE
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Employer agrees to provide Executive with health and life insurance
benefits, on the same basis that are now or may hereinafter be in effect for all
other full-time employees. Provision of the insurance will commence on the
Effective Date and is subject to Executive's passing the necessary physical
examinations for qualification, if any. Employer may also apply for "key man"
life insurance with Employer as beneficiary of the policy.
8. VACATION
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Executive shall be entitled to accrue up to four (4) weeks vacation during
each twelve-month period with at least two (2) weeks to be taken in a single
consecutive period. Vacation benefits shall not accrue above one hundred sixty
(160) hours at any time. Employer's Board of Directors, in its discretion, may
waive the maximum accrual provision with respect to unused vacation time.
9. TERMINATION
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(a) Employer's Board of Directors shall have the right to terminate the
employment of Executive "at will" pursuant to California Labor Code Section 2922
by service of written notice. Termination "at will" includes, but is not limited
to, the following:
(i) physical or mental disability rendering Executive incapable of
performing her duties for a consecutive period of 180 days, or by
death. In the event of such disability, Employer will provide salary
continuation for up to 180 days of said disability, less accrued sick
leave. Accrued sick leave is to be utilized until exhausted prior to
salary continuation provided herein; or
(ii) determination by Employer's Board of Directors that the continued
employment of Executive is not desired for any reason or no reason at
all, solely within the discretion of the Employer's Board of
Directors.
In the event this Agreement is terminated "at will" or for any of the
reasons other than for cause, Executive shall be entitled to termination pay in
an amount equal to twelve (12) months of Executive's then base annual salary.
Such termination pay shall be paid in one lump sum and shall be considered to be
in full and complete satisfaction of any and all rights which Executive may
enjoy under the terms of this Agreement in addition to any pay in lieu of
vacation accrued to, but not taken as of, the date of termination, and other
rights, if any, to exercise any of the stock options vested prior to such
termination or any rights under a Salary Continuation Agreement. The insurance
benefits provided herein shall be extended at Employer's sole cost until the end
of the month in which Executive is terminated.
(b) Additionally, Employer's Board of Directors shall have the right to
terminate this Agreement for cause for any of the following reasons by service
of written notice upon Executive:
(i) willful breach of, habitual neglect of, willful failure to
perform, or inability to perform, Executive's duties and obligations
as Executive Vice President and Chief Financial Officer; or
(ii) illegal conduct (constituting a crime involving moral turpitude
or conviction of a felony) or any conduct detrimental to the interests
of Employer;
In the event of termination for cause, Executive shall not receive any
further compensation, including severance payment of any kind, after the date of
termination.
(c) Executive shall give thirty (30) days prior notice, in writing, to
Employer in the event Executive resigns or voluntarily terminates employment.
10. ACQUISITION OR DISSOLUTION OF EMPLOYER
--------------------------------------
(a) This Employment Agreement shall not be terminated by the voluntary or
involuntary dissolution of the Employer. Notwithstanding the foregoing, this
Agreement shall terminate automatically if Centennial First Financial Services
or Redlands Centennial Bank is closed or taken over by the California Department
of Financial Institutions or by any other supervisory authority, and Executive
shall be entitled to no further compensation or benefits from Employer save and
except those rights, duties, obligations, benefits and/or compensation accrued
and/or earned prior to the date of such termination.
(b) In the event Executive's position is either eliminated or materially
changed as a result of a (a) merger or reorganization of Redlands Centennial
Bank such that Centennial First Financial Services ("Centennial") does not own a
majority of the capital stock of the surviving corporation; (b) merger or
reorganization of Centennial such that the majority shareholders of Centennial
immediately prior to the transaction do not own a majority of the capital stock
of the surviving corporation; (c) a transfer of all or substantially all of the
assets of Centennial or Redlands Centennial Bank; (d) any other corporate
transaction in which there is a change in ownership of the outstanding shares of
Centennial or Redlands Centennial Bank wherein more than fifty percent (50%) of
the outstanding shares of Centennial or Redlands Centennial Bank are transferred
to any other partnership, corporation, trust or business entity; or (e) the
dissolution of Centennial or Redlands Centennial Bank (a "Change in Control");
this Agreement shall terminate, and Executive shall receive a severance payment
equal to twelve (12) months of her then
current Base Salary, less customary withholdings and taxes, which shall be paid,
at Executive's election, in either a lump sum or in 12 equal monthly payments.
Such severance pay shall be in full and complete satisfaction of any and all
rights which Executive may have hereunder, other than the right, if any, to
fully exercise all of the stock options thus far granted, under the terms of the
applicable stock option plan, whose terms shall govern.
(c) In the event of a Change of Control, the acquiring entity shall assume
all obligations under this Agreement and, in the event that any benefits
hereunder are subject to 280G and constitute an excess parachute payment
thereunder, shall reimburse the Executive for any excise taxes due on such
payment.
11. INDEMNIFICATION
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To the extent permitted by law, Employer shall indemnify Executive if she
was or is a party or is threatened to be made a party in any action brought by a
third party against Executive (whether or not Employer is joined as a party
defendant) against expenses, judgments, fines, settlements and other amounts
actual and reasonably incurred in connection with said action if Executive acted
in good faith and in a manner Executive reasonably believed to be in the best
interest of Employer (and with respect to a criminal proceeding if Executive had
no reasonable cause to believe her conduct was unlawful), provided that the
alleged conduct of Executive arose out of and was within the course and scope of
her employment as an officer or employee of Employer. Employer retains the right
to designate defense counsel in the event of such action.
12. TRADE SECRETS
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During the Term, Executive will have access to and become acquainted with
what Executive and Employer acknowledge as trade secrets. Trade secrets and
confidential information, as used in this Agreement, shall mean information or
materials which are related to the business and operation of Employer,
including, but not limited to the methods, practices and procedures of Employer
which are disclosed to Executive or which Executive becomes aware of as an
employee of Employer, any other information or material which is proprietary to
or designated as a trade secret or confidential information by Employer, which
Executive may obtain knowledge through, of, or as a result of Executive's
relationship with Employer, access to Employer's premises, or communications
with Employer's employees.
Without limiting the generality of the foregoing, trade secrets and
confidential information includes, but is not limited to the following types of
information and other information of a similar nature (whether or not reduced to
writing or still in development); customer lists; rolodexes; confidential
operating manuals; procedures; marketing techniques; materials; marketing
timetables; strategic development plans; financial information; specifications;
techniques; data; documentation; diagrams; flow charts; research; development;
and processes.
Executive understands that trade secrets and confidential information have
been developed or obtained by Employer by the investment of significant time,
effort and expense, and that such trade secrets and confidential information
provide Employer with a significant competitive advantage in its business.
It is the intention of the parties that Employer's trade secrets be
protected to the maximum extent provided by law, including the Uniform Trade
Secrets Act and the California Civil Code.
13. NON-COMPETITION
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During the term of this Agreement, Executive will 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 business that is in
competition in any manner whatsoever with the business of Employer.
14. RETURN OF DOCUMENTS
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Executive expressly agrees that all manuals, documents, files, reports,
studies, instruments or other materials used or developed by Executive during
the Term are solely the property of Employer, and Executive has no right, title
or interest therein. Upon termination of this Agreement, Executive or
Executive's representatives shall promptly deliver possession of all said
property to Employer in good condition.
15. NOTICES
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Any notice, request, demand, or other communication required or permitted
hereunder shall be deemed to be properly given when personally served in
writing, when deposited in the U.S. mail, postage prepaid, or when communicated
to a public telegraph company for transmittal, addressed as follows:
To Employer: Redlands Centennial Bank
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Chairman of the Board of Directors
To Executive: Xx. Xxxx X. Xxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Any party hereto may change its or her address for purposes of this Section
by giving notice in accordance herewith.
16. BENEFIT OF AGREEMENT
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This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective executors, administrators, successors and
assigns, provided that Executive's performance under this Agreement shall not be
assignable by Executive.
17. APPLICABLE LAW
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This Agreement is made and entered into in the State of California, and the
laws of said State shall govern the validity and interpretation hereof, and the
performance of the parties hereto and their respective duties and obligations
hereunder.
18. CAPTIONS AND PARAGRAPH HEADINGS
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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.
19. INVALID PROVISIONS
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Should any provision 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 portions 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.
20. ENTIRE AGREEMENT
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This Agreement contains the entire agreement of the parties and it
supersedes any and all other agreements, either oral or in writing, between the
parties hereto with respect to the employment of Executive by Employer, except
to the extent that Executive and Employer have or may enter into stock option
agreements and/or salary continuation agreements. 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 Employer and Executive.
21. ARBITRATION
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Any dispute regarding or relating to any aspect of this Agreement or to the
employment relationship between Executive and Employer, including but not
limited to this Agreement's formation, performance or breach or to benefits
provided under this Agreement ("arbitrable dispute"), shall be submitted to
arbitration in San Bernardino County, California, before a single experienced
employment arbitrator licensed to practice law in California and selected in
accordance with the Employment Dispute Resolution Rules of the American
Arbitration Association, as the exclusive forum for resolving such claims or
dispute. The arbitrator shall not have authority to modify or change the
Agreement in any respect. The prevailing party in any such arbitration shall be
awarded its costs, expenses, and actual attorneys' fees incurred in connection
with the arbitration, including its or her one-half share of the arbitrator's
fees. Employer and Executive shall each be responsible for advancing one-half
the amount of the arbitrator's fee(s), unless otherwise required by law. The
arbitrator's decision and/or award will be fully enforceable and subject to an
entry of judgment by the Superior Court of the State of California for the
County of San Bernardino. Should any party to this Agreement hereafter institute
any legal action or administrative proceeding against the other with respect to
any Claim waived by this Agreement or pursue any arbitrable dispute by any
method other than arbitration, the responding party shall recover from the
initiating party all damages, costs, expenses, and attorneys' fees incurred as a
result of such action.
22. LEGAL COSTS
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If either Executive or Employer commences an action against the other
arising out of or in connection with this Agreement, the prevailing party shall
be entitled to have and recover from the losing party reasonable attorney's fees
and costs of suit.
REDLANDS CENTENNIAL BANK
Dated: December 1, 2001 By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chairman of the Board
EXECUTIVE
Dated: December 1, 2001 By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
