Exhibit 10.10
Date:___________
SONOMA VALLEY BANK
SEVERANCE AGREEMENT
This SEVERANCE AGREEMENT (the "Agreement"), dated as of , is made and
entered into by and between Sonoma Valley Bank, a California Corporation (the
"Company"), and , (the "Executive").
WHEREAS, this Agreement is being entered into in order to set forth the
specific severance compensation that the Company agrees it will pay to the
Executive if the Executive's employment with the Company terminates under
certain circumstances described herein;
NOW, THEREFORE, in consideration of the continued service of the Executive
as the of the Company, the mutual covenants and agreements contained in this
Agreement, and for such other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. Agreement to Provide Base Salary. In the event the Executive is, within
24 months following a Change in Control of the Company (as defined in Section 3
below) and during the Term of this Agreement (as defined in Section 6 below),
actually terminated from his/her employment with the Company or constructively
terminated from his/her employment with the Company, he/she shall receive in one
lump sum cash payment in an amount equal to of his/her base salary at the time
of such termination; provided that no benefit shall be payable hereunder if the
Executive's employment is terminated by reason of any act or failure to act by
the Executive which constitutes (I) gross malfeasance in the performance of
his/her duties, (ii) fraud, deceit, theft or embezzlement against the Company
that could reasonable subject the Executive to either civil or criminal
liability, or (iii) disloyalty against the Company including without limitation
aiding competitors of the Company. The Company, in its sole and absolute
discretion, may pay the amount specified above to the Executive in 12 equal
monthly installments.
2. Base Salary. For purposes of this Agreement, the Executive's base salary
at any time shall be equal to his/her regular annual salary without regard to
any bonuses, incentive payments, cash or non-cash allowances or other fringe
benefits.
3. Change in Control For the purposes of this Agreement, a "Change in
Control" means the purchase or other acquisition by any person, entity or group
of persons, within the meaning of section 13(d) or 14(d) of the Securities
Exchange Act of 1934 ("Act"), or any comparable successor provisions, of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Act) of 30 percent or more of either the outstanding shares of common stock or
the combined voting power of the Company's then outstanding voting securities
entitled to vote generally, or the approval by the stockholders of the Company
of a reorganization, merger, or consolidation, in each case, with respect to
which persons who were stockholders of
the Company immediately prior to such reorganization, merger or consolidation do
not, immediately thereafter, own more than 50 percent of the combined voting
power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated Company's then outstanding securities, or a
liquidation or dissolution of the Company or of the sale of all or substantially
all of the Company's assets.
4. Constructive Termination. For purposes of this Agreement, the Executive
shall be deemed to have been constructively terminated from his/her employment
with the Company if he/she voluntarily terminates his/her employment within 24
months after a Change in Control and such termination occurs coincident with or
after any of the following events (which event occurs within 24 months after a
Change in Control), unless the Executive expressly acknowledges in writing that
no constructive termination has taken place;
(a) Any significant change in the Executive's position, duties, titles,
offices, responsibilities and status with the Company as they existed
immediately prior to a Change in Control or the assignment to the Executive by
the Company of any duties inconsistent therewith, or in derogation thereof;
(b) A reduction in the Executive's base salary in effect on the date of the
Change of Control;
(c) Any failure by the Company to continue in effect any benefit plan or
arrangement or any material fringe benefit in which the Executive was
participating immediately prior to a Change of Control, or to substitute and
continue other plans providing the Executive with substantially similar
benefits, or any action by the Company which would adversely affect the
Executive's benefits under such benefit plan or arrangement or deprive the
Executive of any material fringe benefit enjoyed by the Executive at the time of
the Change of Control;
(d) The Executive's relocation to any place other than the location at
which he/she performed his/her duties prior to a Change in Control; of
(e) Any material breach by the Company of any provision of this Agreement.
5. Heirs and Successors.
(a) Successors of the Company. The Company will require any successor or
assign (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, expressly, absolutely and unconditionally to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment had
taken place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession transaction shall automatically be a
material breach of this Agreement for purposes of Section 5, "Company" shall
mean the Company as defined above and any successor or assign to its business
and/or assets as aforesaid which executes and delivers the agreement provided in
this Section 5 or which otherwise becomes bound by all terms and provisions of
this
Agreement by operation of law.
(b) Heirs of the Executive. This Agreement shall inure to the benefit of
and be enforceable by the Executive's personal and legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If the Executive should die after becoming entitled to the payment of
benefits hereunder any amount still payable to him/her, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the Executive's beneficiary, successor, devisees, legatees, or
other designee or, if there be no such designee, to the Executive's estate.
Until a contrary designation is made to the Company, the Executive hereby
designates as his/her beneficiary under this Agreement the person whose name
appears below his/her signature on this Agreement.
6. Term. The term of this Agreement shall be the period commencing and
ending ; provided that the Company and the Executive may mutually agree in
writing to extend such term.
7. Not a Contract of Employment. The terms and conditions of this Agreement
shall not be deemed to constitute a contract of employment between the Company
and the Executive. Nothing in this Agreement shall be construed to entitle the
Executive to any benefit hereunder if his/her employment is terminated prior to
a Change in Control, and nothing in this Agreement shall be construed to
interfere with the Company's right to discharge or discipline the Executive
prior to a Change in Control.
8. Notice. For purposes of this Agreement, notices on all of the
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage pre- paid as follows: If to
the Company- Sonoma Valley Bank, 000 Xxxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000,
Attention: Chairman of the Board; and if to the Executive, at the address
specified at the end of this Agreement. Notice may also be given at such other
address as either party may have furnished to the other in writing and in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.
9. Validity. The invalidity or unenforecability of any provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one of the same instrument.
11. Miscellaneous. No provisions of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in a
writing signed by the Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the time or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above-written.
SONOMA VALLEY BANK: EXECUTIVE:
BY:---------------------- ---------------------------------------
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(Address for Notice)
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(Designated Beneficiary)
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(Address of Beneficiary)
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