EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 15th
day of March, 2000, between Mission Bank, (hereinafter referred to as
"Employer"), and Xxxxxxx Xxxxxxxx (hereinafter referred to as "Executive").
WITNESSETH:
WHEREAS Employer is desirous of employing Executive in the capacity hereinafter
stated, and Executive is desirous of continuing 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:
ARTICLE 1. TERM OF EMPLOYMENT
SPECIFIED PERIOD
Section 1.01. Employer hereby employs Executive, and Executive hereby
accepts employment with Employer for the period of three (3) years (the "Term"),
commencing March 15, 2000 with such Term being subject to prior termination as
hereinafter provided.
"TERM" DEFINED
Section 1.02 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.
ARTICLE 2. DUTIES AND OBLIGATIONS OF EXECUTIVE
GENERAL DUTIES AND OBLIGATIONS
Section 2.01. Employer hereby employs Executive as its President and
Chief Executive Officer, and Executive accepts the duties that are customarily
performed by the President and Chief Executive Officer of a state chartered
banking institution and accepts all other duties described herein, and agrees to
discharge the same faithfully and to the best of his 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
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with all laws and Employer's Articles of Incorporation, Bylaws, Policies and
Procedures. Executive shall devote his full business time and attention to the
business and affairs of Employer for which he is employed and shall perform the
duties thereof to the best of his ability.
Section 2.02. 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.
Section 2.03. 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 President and Chief Executive Officer of a
state-chartered banking institution.
INDEMNIFICATION
Section 2.04. To the extent permitted by Law, Employer shall indemnify
Executive if he 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, judgements, fines, settlements
and other amounts actually 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 his conduct was
unlawful), provided that the alleged conduct of Executive arose out of and was
within the course and scope of his employment as an officer or employee of
Employer.
RETURN OF DOCUMENTS
Section 2.05. 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 of said property to Employer in good condition.
ARTICLE 3. COMPENSATION OF EXECUTIVE
GENERAL DESCRIPTION - BASE SALARY
Section 3.01. In consideration for all services to be rendered by
Executive to Employer, Employer agrees to pay Executive a starting base salary
of Ninety Four Thousand Dollars ($94,000) per year, commencing March 15, 2000.
Section 3.02. Employer agrees to pay Executive an annual salary of One
Hundred
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Twenty Four Thousand Dollars ($124,000) per year, commencing March 15, 2001.
Section 3.03. Executive shall receive any further annual increases in
salary as may be determined by Employer's Board of Directors at their
discretion.
Section 3.04. Executive's salary shall be paid semi-monthly. Employer
shall deduct therefrom 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 anytime during the term of this Agreement.
EMPLOYEE BENEFIT PLANS
Section. 3.05. 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 which Executive is eligible to participate.
BONUS AND SALARY CONTINUATION PLAN
Section 3.06. Executive shall be entitled to participate in Employer's
Executive Compensation Plan ("Bonus Plan"). Executive and Employer shall work on
developing a Bonus Plan.
ARTICLE 4. STOCK OPTION
Section 4.01 Executive's stock options currently held (7,500 shares)
shall be vested as of March 15, 2000. Further, Employer's Board of Directors
grants Executive the option to purchase an additional 12,000 shares of common
stock, at the exercise price of $14.25 per share, effective March 15, 2000. Said
option shall vest at 20% per year.
ARTICLE 5. EMPLOYEE BENEFITS
ANNUAL VACATION
Section 5.01. Executive shall be entitled to accrue up to four (4)
weeks vacation during each year of the Term with at least two weeks to be taken
in a consecutive period. Vacation benefits shall not accrue above four weeks at
any time. Employer's Board of Directors, in its discretion, may waive the
provision with respect to unused vacation time.
AUTOMOBILE ALLOWANCE
Section 5.02. Employer agrees to provide Executive with an automobile
allowance of
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$500.00 per month.
ARTICLE 6. BUSINESS EXPENSES
REIMBURSEMENT
Section 6.01. Employer agrees to reimburse Executive for all ordinary
and necessary expenses incurred by Executive on behalf of Employer, including
entertainment, meals and travel expenses. Any costs incurred by Executive for
conventions, meetings and seminars will be reimbursed as well as special social
entertainment expenses, provided Employer's Board of Directors approves such.
ARTICLE 7. LIFE INSURANCE
Section 7.01. Employer agrees to provide Executive with health and life
insurance benefits which are now or may hereinafter be in effect for all other
full-time employees. Employer may also apply for a "keyman" life insurance
policy with Employer as beneficiary of the policy.
ARTICLE 8. TERMINATION OF EMPLOYMENT
GENERAL TERMINATION PROVISION
Section 8.01. Employer shall have the right to terminate the Agreement
for any of the following reasons by serving written notice upon Executive:
(a) willful breach of, habitual neglect of, willful failure to
perform, or inability to perform, Executive's duties and
obligations as President and Chief Executive Officer;
(b) illegal conduct, constituting a crime involving moral
turpitude, conviction of a felony, or any other conduct
detrimental to the interests of Employer;
(c) physical or mental disability rendering Executive incapable of
performing his duties for a consecutive period of 180 days, or
by death. In the event of such disability, Employer will
provide salary continuation for 180 days, less accrued sick
leave. Accrued sick leave is to be utilized until exhausted
prior to salary continuation provided herein; or
(d) determination by Employer's Board of Directors that the
continued employment of Executive is detrimental to the best
interests of Employer, or for any reason whatsoever as
determined by Employer's Board of Directors and in the sole
and absolute discretion of Employer's Board of Directors.
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Section 8.02. In the event this Agreement is terminated for any of the
reasons specified in the paragraphs (a), (b), or (c) above, Executive will be
paid two weeks' salary calculated as of the date of Executive's termination,
plus any pay in lieu of vacation accrued to, but not taken as of the date of
termination. Such termination pay 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 other than rights, if any, to exercise any of the stock options
vested prior to such termination. The insurance benefits provided herein shall
be extended at Employer's sole cost until the end of the month in which
Executive is terminated.
Section 8.03. In the event this Agreement is terminated for any reason
specified in paragraph (d) above, Executive shall be entitled to termination pay
in an amount equal to one half of one year of Executive's then base 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 including any pay in lieu of vacation accrued
to, but not taken as of the date of termination, other than rights, if any, to
exercise and of the stock options vested prior to such termination.
Where termination is pursuant to paragraph (d), above, the insurance
benefits provided herein shall be extended at Employer's sole cost for the
remainder of the month and six(6) full months following the date of termination.
TERMINATION RESULTING FROM SALE OF BANK
Section 8.04. In the event this Agreement is terminated as a result of
a sale of the bank, Executive shall be entitled to termination pay in an amount
equal to one year of Executive's then base salary. Such termination pay shall be
paid in one lump sum within thirty (30) days subsequent to the sale of the bank
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 including any
pay in lieu of vacation accrued to, but not taken as of the date of termination,
other than rights, if any, to exercise any of the stock options vested prior to
such termination.
TERMINATION BY EXECUTIVE
Section 8.05. Executive shall give ninety (90) days prior notice, in
writing, to Employer in the event Executive resigns or voluntarily terminates
employment.
ARTICLE 9. GENERAL PROVISIONS
NOTICES
Section 9.01. Any notice, request, demand, or other communication
required or permitted hereunder shall be deemed to be properly given when
personally served in writing, when
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deposited in the U.S. mail, postage prepaid, or when communicated to a public
telegraph company for transmittal, addressed as follows:
TO BANK: Mission Bank
1330 Truxtun
Xxxxxxxxxxx, Xxxxxxxxxx 00000
Attention: Board of Directors
TO EXECUTIVE: Xxxxxxx Xxxxxxxx
____________________________
Bakersfield, California
Any party hereto may change its or his address for purposes of this Section by
giving notice in accordance herewith.
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ARBITRATION
Section 9.02. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled pursuant to an
arbitration agreement to entered into by the parties, and in the event there is
no arbitration agreement, then in accordance with the rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered into any court having jurisdiction thereof.
ATTORNEYS' FEES AND COSTS
Section 9.03. 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.
BENEFIT OF AGREEMENT
Section 9.04. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective executors, administrators,
successors and assigns.
LAW GOVERNING AGREEMENT
Section 9.05. 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.
CAPTIONS AND PARAGRAPH HEADINGS
Section 9.06. 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.
PARTIAL INVALIDITY
Section 9.07. 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.
ENTIRE AGREEMENT
Section 9.08. 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,
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with respect to the employment of Executive by Employer. 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.
MODIFICATION
Section 9.09. This Agreement may not be modified or amended by oral
agreement, but only by an agreement in writing signed by Employer and Executive.
EFFECT OF WAIVER
Section 9.10. The failure of either party to insist on strict
compliance with any of the terms, covenants, or conditions of this agreement by
the other party shall not be deemed a waiver of that term, covenant, or
condition, nor shall any waiver or relinquishment of any right or power at any
one time or times be deemed a waiver or relinquishment of that right or power
for all or any other times.
CONFIDENTIALITY
Section 9.11. This Agreement is to be held confidential. Willful breach
of such confidentiality by Executive will be subject to termination under the
provisions of Section 8.01.(a) of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
MISSION BANK
By: /s/ Xxxxxx Xxxxxxx
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XXXXXXX Xxxxxxxx
/s/ RE Xxxxxxxx
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