EX - 10 Severance Agreement, dated as of May 15, 2000, between MCB Financial
Corporation, Metro Commerce Bank and Xxxxxxx X. Xxxxxx
XXXXXXXXX AGREEMENT
ARTICLE I
PURPOSE
MCB Financial Corporation and Metro Commerce Bank ("Company") hereby establish a
Severance Agreement ("Agreement") to provide severance benefits to Xxxxxxx X.
Xxxxxx, Chief Financial Officer of MCB Financial Corporation and Executive Vice
President/Chief Financial Officer of Metro Commerce Bank ("Executive"), in the
event his employment terminates in accordance with the terms set forth
hereunder. The intent of the Agreement is to ensure Executive has reasonable
protection related to any event as specified in this Agreement.
ARTICLE II
DEFINITIONS
2.1 Effective Date means May 15, 2000.
2.2 Pay means Executive's current annual rate of regular salary or wages on his
date of termination of employment with the Company and the average of the annual
bonuses paid to Executive over the three years immediately preceding the date of
his termination of employment.
2.3 Year of Service means a twelve (12) month period beginning on Executive's
date of hire and each twelve (12) month period beginning on the anniversary of
such hire date.
ARTICLE III
DUTIES
From and after the Effective Date, Executive shall continue to be employed as
and shall serve as the Executive Vice President and Chief Financial Officer of
Metro Commerce Bank and Chief Financial Officer of MCB Financial Corporation.
Executive's total annual compensation, including regular salary and annual
bonus, shall be competitive with the compensation paid to chief financial
officers at other companies of similar size and similar industry. If at any
time Executive does not hold the titles of Executive Vice President and Chief
Financial Officer of Metro Commerce Bank and Chief Financial Officer of MCB
Financial Corporation, Executive shall be entitled to deem this Agreement
terminated pursuant to Article IV hereof.
ARTICLE IV
TERMINATION; LIABILITY
Executive's employment hereunder may be terminated as follows:
4.1 Without Cause. In the sole and absolute discretion of the Board of
Directors for any cause or for no cause whatsoever; provided, however, that if
such termination occurs and is for any cause other than any more particularly
described in Sections 4.2 or 4.3 hereof, Executive shall receive within ten (10)
days of such termination a Base Benefit equal to eighteen (18) months of Pay and
an Added Benefit of two (2) weeks of Pay for each full Year of Service,
provided, however, that the total Base Benefit and Added Benefit payable to
Executive shall not exceed two (2) years of Pay.
4.2 Death, Disability or Voluntary Retirement. Upon Executive's death,
medical disability which would preclude Executive from performing the duties as
the Executive Vice President and Chief Financial Officer of Metro Commerce Bank
and Chief Financial Officer of MCB Financial Corporation for a period of six
months or voluntary retirement, Executive shall not be entitled to any severance
payment; provided, however, that if such termination occurs as a result of such
medical disability, Executive shall receive severance payment in an amount equal
to twenty-five percent (25%) of the current annual rate of regular salary or
wages then in effect.
4.3 With Cause. In the event of Executive's willful breach or habitual
neglect of his duties and obligations, dishonesty of Executive, the Company's
inability to secure a bond for Executive, Executive's conviction of a felony, or
the closing of Metro Commerce Bank or Executive's removal as Executive Vice
President and Chief Financial Officer of Metro Commerce Bank and Chief Financial
Officer of MCB Financial Corporation under order of any governmental regulator
of competent jurisdiction, in which event Executive shall not be entitled to
receive any additional compensation or severance payment.
ARTICLE V
MISCELLANEOUS
5.1 Time. Time is of the essence of this Agreement with respect to
each and every provision of this Agreement in which time is a factor.
5.2 Entire Agreement. The recitals herein are represented by the
parties to be true and shall be deemed a part of this Agreement. With the
exception of any provisions set forth in stock option agreements between
Executive and Company, this Agreement sets forth the entire agreement between
Executive and Company pertaining to the subject matter hereof, fully supersedes
any and all prior agreements or understandings between Executive and Company
pertaining to the subject matter hereof, and no change in, modification of, or
addition, amendment or supplement to this Agreement shall be valid unless set
forth in writing and signed and dated by Executive and Company subsequent to the
execution of this Agreement.
5.3 Further Assurances. Executive and Company, without the necessity
of any further consideration, agree to execute and deliver such other documents
and take such other action as may be necessary to consummate more effectively
the purposes and subject matter of this Agreement.
5.4 Applicable Law. Except to the extent that the laws of the United
States are applicable, the existence, validity, construction and operational
effect of this Agreement, any and all of the covenants, agreements,
representations, warranties, terms and conditions and the rights and obligations
of Executive and Company hereunder shall be determined in accordance with the
laws of the State of California; provided, however, that any provision of this
Agreement which may be prohibited by law or otherwise held invalid shall be
ineffective only to the extent of such prohibition or invalidity and shall not
invalidate or otherwise render ineffective any or all of the remaining
provisions of this Agreement.
5.5 Controversy. Any controversy between the parties hereto involving
the construction or application of any of the terms, covenants, or conditions of
this Agreement shall on written request of one party served on the other be
submitted to binding arbitration in Marin County, California, and such
arbitration shall comply with and be governed by the provisions of the
California Arbitration Act, Sections 1280 through 1294.2 of the California Code
of Civil Procedure. In the event of any arbitration, controversy, claim, or
dispute between Executive and Company arising out of or relating to this
Agreement, the prevailing party shall be entitled to recover from the
nonprevailing party reasonable expenses, including, but not by way of
limitation, attorneys' fees and accountants' fees.
5.6 Successors. The covenants, agreements, representations,
warranties, terms and conditions contained in this Agreement shall be binding
upon and inure to the benefit of the successors and assigns of Executive and
Company.
METRO COMMERCE BANK
/s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx, Chairman of the Board
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, President & Chief Executive Officer
Date: May 15, 2000
MCB FINANCIAL CORPORATION
/s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx, Chairman of the Board
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, President & Chief Executive Officer
Date: May 15, 2000
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Chief Financial Officer of MCB Financial Corporation
EVP / Chief Financial Officer of Metro Commerce Bank
