1
EXHIBIT 10.18
EMPLOYMENT AGREEMENT
VINEYARD NATIONAL BANCORP AND VINEYARD NATIONAL BANK AND
XXXXXX XXXXXXX XXXXXXX
Adopted September 7, 2000
This Employment Agreement (referred to as "Employment Agreement"), is made
effective on the date the term begins as described below in Paragraph 4 and is
between Vineyard National Bank, a National Banking Association (referred to as
"Bank") Vineyard National Bancorp, a California corporation (referred to as
"Bancorp") and Xxxxxx Xxxxxxx Xxxxxxx (referred to as "Xxxxxxx").
1. Employment
Bank and Bancorp employ Xxxxxxx as President and Chief Executive Officer of
the Bank and the Bancorp, and Xxxxxxx accepts employment with both entities upon
the terms and conditions described below.
2. Duties
Xxxxxxx shall perform the duties of President and Chief Executive Officer
of Bank and Bancorp, subject to the powers vested by law in the Board of
Directors of the Bank and Bancorp and in Bank and Bancorp's shareholders. During
the term of the Employment Agreement, Xxxxxxx shall perform his duties
faithfully, diligently, and to the best of his ability, consistent with the
highest and best standards of the banking industry and in compliance with all
applicable laws, both federal and state, and the Bank's Articles of Association
and Bylaws and the Bancorp's Articles of Incorporation and Bylaws. Under the
direction of and in cooperation with the Board of Directors, he shall provide
leadership, direction, and guidance of the bank's activities to assure short-
and long-range profitability and planned growth of the bank. The duties are as
follows:
IN GENERAL:
a. Keep the board of directors informed of financial results of operations,
the status of loans, banking competition, and new business developments.
b. Make recommendations to the Board on a wide range of subjects, including
but not limited to, officer appointments and changes in organization, loans,
benefit administration and physical plant renovation.
c. Meet regularly with officers and other key staff; communicate policies
and goals; and delegate responsibility for daily operations and administration.
d. Assure the smooth flow of information throughout the Bank and coordinate
the various functional operations.
e. Assure that the needs of the major customers are satisfied.
f. Represent the Bank and provide leadership in key community activities.
g. Resolve serious customer complaints.
h. Supervise, with the Executive Vice Presidents, the officer staff and
consult with them on staffing and organizational needs.
i. Work with the officers in resolving personnel problems in their areas of
responsibility; meet with individual staff members, when necessary, to resolve
problems.
j. Monitor the Bank's job evaluation and salary administration programs.
1
2
k. Participate in professional associations; attend conventions,
conferences, and seminars; and read pertinent publications.
l. Maintain close relationships with other bankers to be aware of new
services or opportunities to increase profit or decrease expenses.
m. Serve as a member of all executive committees.
ORGANIZATION:
a. Give overall direction to development and maintenance of standards for
operating efficiency with comprehensive, specific, and measurable goals.
b. Research, develop, and implement new strategies for profitability and
operating efficiency.
c. Develop, in cooperation with the executive committee, ongoing short- and
long-range plans.
d. Evaluate operations to identify needs and current problems.
FINANCES:
a. Review operational budgets to see that they meet the goals and
objectives as identified.
b. Pose revisions and alternatives to the budgets when necessary.
RELATIONSHIPS:
a. Review personnel performance evaluation of department heads to ensure
that they are complementary to the maintenance of employee morale, efficiency,
and development.
b. Provide direct guidance of personnel activities with members of the
executive committee as the activities relate to salary administration,
management incentives, and performance objectives to ensure solid team efforts
toward the attainment of department and bank goals.
c. Conduct performance evaluations for members of the executive committee.
d. Participate in outside activities which enhance the Bank, personal
growth, and the community.
3. Devotion of Entire Time to Bank's and Bancorp=s Business
Xxxxxxx shall devote his entire productive time, ability and attention to
the business of the Bank and the Bancorp during the term of this agreement.
Xxxxxxx shall not directly or indirectly render any competitive services of a
business, commercial, or professional nature to any other person or
organization, whether for compensation or otherwise, without the prior written
consent of the Board of Directors of the Bank and Bancorp. Notwithstanding the
above however, Xxxxxxx may continue to sit on all for-profit Boards of Directors
which he presently sits on with the knowledge of the Bank and the Bancorp and
may continue to receive any compensation to which he is entitled for his limited
efforts in that regard. Xxxxxxx may also sit on any non-profit boards,
corporations or foundations for no compensation but in the furtherance of the
best interests of the community and to promote the good name of the Bank and
Bancorp. This Employment Agreement shall not be interpreted to prohibit Xxxxxxx
from making passive personal investments or conducting personal business affairs
if those activities do not materially interfere with the services required under
this Employment Agreement.
4. Term
The term of this Employment Agreement is one (1) year from October 1, 2000
and shall terminate September 30, 2001. All parties to the Agreement shall have
the absolute right to terminate this Agreement at any time in accordance with
the terms and conditions described below. Notwithstanding the fact that some
provisions of this Agreement may refer to future dates beyond the termination
date of this Agreement, nothing in this Agreement shall in any way grant any
future employment under the terms of this Agreement beyond this termination
date. If the parties wish to have an employment relationship after the
termination of this
2
3
Agreement they agree to do so only under a new and complete future Employment
Agreement, and nothing in this Agreement shall in any way obligate either party
to have a future employment relationship.
5. Salary
During the one year employment term, Xxxxxxx shall receive a combined
annual salary from the Bank and Bancorp of Two Hundred Twenty-five Thousand
Dollars ($225,000.00) payable in equal monthly installments. The Bank and the
Bancorp shall allocate this annual salary between them in their own discretion.
6. Stock Options.
Notwithstanding the fact that this is a one year Employment Agreement with
no future term promised, Xxxxxxx shall now be granted the following stock
options: 80,000 options to purchase shares of the Bancorp at $4.00/ share which
options will be exercisable as follows, provided that Xxxxxxx continues to be
employed by the Bank and Bancorp:
a. 20,000 options will be immediately exercisable upon the execution of
this agreement;
b. 20,000 options will be exercisable at the beginning of the second year
of the employment of Xxxxxxx provided he has been continuously employed by the
Bank and the Bancorp during the first year.
c. 20,000 options will be exercisable at the beginning of the third year of
the employment of Xxxxxxx provided he has been continuously employed by the Bank
and the Bancorp during the second year.
d. 20,000 options will be exercisable at the beginning of the fourth year
of the employment of Xxxxxxx provided he has been continuously employed by the
Bank and the Bancorp during the third year.
e. Nothing in this section nor in any other section of this agreement shall
in any manner constitute an offer or a promise of employment with the Bank or
the Bancorp beyond the initial one year term of this agreement.
f. In the event of a change of control of the Bank or Bancorp during the
one year employment term, the exercise date for the options which would have
become exercisable at the start of the second year will be advanced to the date
of the change of control. In all other respects, the options will be subject to
the Vineyard National Bancorp Incentive Stock Option Plan of 1997 and the
Joinder Agreement.
7. Automobile Allowance
The Bank will provide Xxxxxxx with an automobile allowance in the amount of
$1,000 a month for the use of an automobile in performance of his duties on
behalf of the Bank and Bancorp during the term of this Employment Agreement. In
addition, Xxxxxxx will be provided with a credit card to be used for payment of
gasoline for the automobile when used on behalf of the Bank and Bancorp during
the term of this Employment Agreement. Xxxxxxx will reimburse the Bank and
Bancorp for personal use of the automobile.
8. Expenses
Xxxxxxx shall be entitled to reimbursement by Bank for any expenses
reasonably and necessarily incurred in the performance of his duties on behalf
of the Bank and Bancorp during the term of this Employment Agreement which the
Board of Directors of the Bank deems satisfactorily documented.
9. Vacation
During the term of this Employment Agreement, Xxxxxxx shall be entitled to
four (4) weeks of paid vacation time in the year of employment.
10. Insurance Benefits and Deferred Compensation
Bank and Bancorp shall provide Xxxxxxx at the Bank's expense with full
participation in the Bank's present accident, health and term life insurance
benefit programs for the maximum benefits available through the California
Banker's Association Group
3
4
Insurance program or through any equivalent program which the Bank subsequently
adopts. Xxxxxxx shall also have available to him any of the deferred
compensation programs to which he is eligible as an employee of the Bank and
Bancorp, which benefits and rights shall be governed solely by that program and
not this Agreement.
11. Termination
Xxxxxxx, the Bank, or the Bancorp may terminate this Employment Agreement
only under the following terms and conditions:
a. At any time during the term of this Employment Agreement, Xxxxxxx may
resign from his employment with the Bank and Bancorp by submitting his written
letter of resignation to the two Boards of Directors for their acceptance. Upon
their acceptance of the letter of resignation, Xxxxxxx shall be entitled to no
further compensation from the Bank or Bancorp whatsoever after the effective
date of the end of his employment with the Bank and Bancorp except for any
deferred compensation benefits due.
b. At any time during the term of this Employment Agreement, the Board of
Directors of the Bank or Bancorp may terminate the employment of Xxxxxxx with or
without cause.
In the event the termination of Xxxxxxx is elected by the Board of
Directors without cause during the one year term of this agreement, then Xxxxxxx
shall be entitled to "severance pay" equal to six months salary of One Hundred
Twelve Thousand Five Hundred Dollars ($112,500) and no other compensation,
including no future salary not yet earned and no stock options beyond the
initial Twenty Thousand (20,000) Options.
In the event the Board terminates the employment of Xxxxxxx "for
cause," then Xxxxxxx shall be entitled to no payment under this Agreement beyond
the date of his termination. "For cause" shall also include the termination of
this Employment Agreement by any government regulatory agency as specified in
Paragraph 12 below.
In the event the Board elects not to continue the employment of
Xxxxxxx beyond the initial one year term, no severance payment, of any kind,
shall be due to Xxxxxxx.
c. In the event that Xxxxxxx shall suffer a permanent mental or physical
disability as determined by the medical opinion of a physician duly licensed to
practice medicine in the State of California, then each Board may terminate this
Agreement and Xxxxxxx shall be entitled to the compensation provided for under
Paragraph 11 b. above as if he were terminated without cause with the exception
that the Bank and Bancorp shall be entitled to an offset for any disability
benefits which are to be paid to Xxxxxxx as a result of any disability insurance
which is carried by the Bank and Bancorp for Xxxxxxx. The disability insurance
proceeds shall be applied against the severance pay owed to Xxxxxxx under these
circumstances.
d. In the event of change of control of the Bank and Bancorp during the
term of this Agreement and Xxxxxxx' employment is terminated, Xxxxxxx will be
entitled to the amount of one year's salary.
12. Action by Government Regulatory Agency
In the event that the employment of Xxxxxxx is ordered to be terminated by
any government regulatory agency, or in the event the Bank or Bancorp is closed
or taken over by any government regulatory agency, or in the event the Bank and
Bancorp have been taken over by a federal bankruptcy court, the government
regulatory agency or the bankruptcy court may immediately terminate this
Employment Agreement and the Bank and Bancorp shall have no further obligation
to pay any severance pay or any other sums to Xxxxxxx under this contract beyond
the date of the actual termination of his employment.
13. Merger or Sale or Transfer of Bank's and Bancorp's Assets
In the event that this Employment Agreement is terminated by a merger or
sale or transfer of the Bank's and Bancorp's assets during the term of this
Agreement, then Xxxxxxx shall be entitled to one year's salary of Two Hundred
Twenty-five Thousand Dollars ($225,000) and no other compensation.
14. Ownership of Business Records
All records of the accounts of customers and any other records and books
relating in any manner whatsoever to the customers or the business of the Bank
and Bancorp, whether prepared by Xxxxxxx or otherwise, shall be the exclusive
property of the Bank and Bancorp. All such books and records shall be
immediately delivered to the Bank by Xxxxxxx on any termination of this
4
5
Employment Agreement. Xxxxxxx shall not be entitled to keep or preserve records
or copies of records of the Bank and Bancorp made by him for any reason during
the performance of his duties. All of Xxxxxxx' personal effects and papers shall
remain his personal property.
15. Reimbursement of Disallowed Compensation and Expenses
In the event any compensation paid to Xxxxxxx or expenses paid for Xxxxxxx,
or any reimbursement of expenses paid to Xxxxxxx, shall upon audit or other
examination of the income tax returns of the Bank and Bancorp be determined not
to be an allowed deduction from the gross income of the Bank or Bancorp, and
such determination shall be accepted by the Bank or Bancorp, or such
determination shall be rendered final by the appropriate state or federal taxing
authority, or a judgment of a court of competent jurisdiction, and no timely
appeal taken therefrom, then in such event, Xxxxxxx will repay to the Bank or
Bancorp the amount of such disallowed compensation or expenses, or both. Such
repayment may not be waived by the Bank and Bancorp.
16. Bank and Bancorp's Authority
Xxxxxxx shall observe and comply with the rules and regulations of the Bank
and Bancorp as adopted by the Bank and Bancorp, either orally or in writing,
respecting performance of his duties, and shall carry out and shall perform
orders, directions, and policies announced to Xxxxxxx by the Bank and Bancorp,
from time to time, either orally or in writing.
17. Indemnity
The Bank and the Bancorp shall indemnify Xxxxxxx for all losses sustained
by Xxxxxxx in direct consequence of the discharge of his duties on the Bank and
Bancorp's behalf.
18. Waiver
The failure of any party to insist on strict compliance with any of the
terms, covenants, or conditions of this Agreement by the other parties 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.
19. Partial Invalidity
If any provision of this Employment Agreement is held by a court of
competent jurisdiction or by arbitration to be invalid, void, or unenforceable,
the remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
20. Non-Assignability
It is hereby agreed that Xxxxxxx' rights and obligations under this
Employment Agreement are personal and not assignable.
21. Entire Agreement
This Employment Agreement contains the entire agreement and understanding
of the parties to it. No amendment or variation of the terms of this Employment
Agreement shall be valid unless made in writing and executed by Xxxxxxx and duly
authorized representatives of the Bank and Bancorp.
22. Binding Effect
This Employment Agreement shall be binding on and inure to the benefit of
the heirs, personal representatives, successors, beneficiaries, and assigns of
the parties, subject, however to the restrictions on assignment contained in
this Agreement.
23. Governing Law.
This agreement is drawn to be effective in the State of California and
shall be construed in accordance with California law.
5
6
IN WITNESS WHEREOF, the parties have executed this Employment Agreement.
VINEYARD NATIONAL BANK, XXXXXX XXXXXXX XXXXXXX
A NATIONAL BANKING ASSOCIATION Dated:9/8/00
Dated: 9/7/00
By: /s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx X.Xxxxxxx
------------------------------ ---------------------------
XXXXX X. XXXXXXX
Chairman of the Board
X.X. Xxx 000
Xxxxxx Xxxxxxxxx, Xxxxxxxxxx
Dated: 9/8/00
By: /s/ Xxxx X. Xxxxx
------------------------------
XXXX X. XXXXX
Executive Vice President and Cashier
VINEYARD NATIONAL BANCORP
A CALIFORNIA CORPORATION
Dated: 9/7/00
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
XXXXX X. XXXXXXX
Chairman of the Board
Dated: 9/8/00
By: /s/ Xxxx X. Xxxxx
-------------------------------
XXXX X. XXXXX
Secretary
6
