EXHIBIT (10)(ii)
EMPLOYMENT AGREEMENT FOR XXXXXXXXX XXXXX
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made this 16th day of November, 1993, between GOLETA
NATIONAL BANK (the "Bank"), having a principal business at 0000 Xxxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000, and XXXXXXXXX X. XXXXX ("Executive"), whose
residence address is 0000 Xxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx 00000.
WITNESSETH
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WHEREAS, the Bank is a California national banking association duly organized,
validly existing, and in good standing under the laws of the United States of
America, with power to own property and carry on business as its business as it
is now being conducted:
WHEREAS, the Bank desires to avail itself of the skill, knowledge and experience
of Executive in order to insure the successful management of its business:
WHEREAS the parties hereto desire to specify the terms of Executive's employment
by the Bank as controlling Executive's employment with the Bank;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
it is agreed that as of November 16, 1997, (the "Effective Date"), the following
terms and conditions shall apply to Executive's said employment:
A. TERM OF EMPLOYMENT
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1. Term. The Bank hereby employs Executive and Executive hereby accepts
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employment with the Bank for the period of ten (10) years (the "Term")
commencing with the Effective Date, subject, however, to prior termination of
this Agreement as hereinafter provided. Where used herein, "Term" shall refer to
the entire period of employment of Executive by the Bank hereunder, whether for
the period provided above, or whether terminated earlier as hereinafter
provided.
B. DUTIES OF EXECUTIVE
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1. Duties. Executive shall perform the duties of President and Chief
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Executive Officer of the Bank, subject to the powers by law vested in the Board
of Directors of the Bank and in the Bank's shareholders. During the Term,
Executive shall perform exclusively the services herein contemplated to be
performed by Executive faithfully, diligently and to the best of Executive's
ability, consistent with the highest and best standards of the banking industry
and in compliance with all applicable laws and the Bank's Articles of
Association and Bylaws.
2.Conflicts of Interest. Except as permitted by the prior written consent
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of the Board of Directors of the Bank, Executive shall devote Executive's entire
productive time, ability and attention to the business of the Bank during the
Term and 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
the Bank's interests.
C. Compensation
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1. Salary. For Executive's services hereunder, the Bank shall pay or cause
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to be paid as annual base salary to the Executive a minimum of One Hundred
Seventeen Thousand Dollars ($117,000.00) per year for the first year of the
Term. Said salary shall be payable in equal installments in conformity with the
Bank's normal payroll period. Said salary shall be reviewed annually, and annual
adjustments after the first year of the Term shall be made in the discretion of
the Board of Directors.
2. Bonuses. Executive may receive such bonuses, if any, as the Board of
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Directors in its sole discretion shall determine.
D. EXECUTIVE BENEFITS
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1.Vacation. Executive shall be entitled to a vacation each year during the
Term, which vacation shall be not more than five (5) weeks per year, provided
however, that each year of the Term, Executive is required to and shall take at
least two (2) weeks of said vacation (the "Mandatory Vacation"), which shall be
taken consecutively. Executive shall not be entitled to vacation pay in lieu of
vacation, and any vacation time not used in excess of the Mandatory Vacation
shall be deemed waived.
2. Automobile. During the Term hereunder, the Bank shall provide Executive,
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for Executive's sole use, a suitable full-size automobile, the make of such
automobile to be determined by the mutual agreement of the Board of Directors
and Executive, and which automobile shall at no time be older than three (3)
years. The Bank shall pay all operating expenses of any nature whatsoever with
regard to such automobile, provided executive furnishes to the Bank adequate
records and other documentary evidence required by federal and state statutes
and regulations issued by the appropriate taxing authorities for the
substantiation of such payments and deductible compensation of executive. The
Bank shall also procure and maintain in force an automobile liability insurance
policy on such automobile, containing all reasonable and necessary coverage.
3. Club Membership. The Bank will provide the Executive with a golf
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membership in La Cumbre Country Club and will pay monthly dues for basic
golf-related and business-related monthly expenses.
4. Group Medical and Life Insurance Benefits. The Bank shall provide for
Executive, at the Bank's expense, participation in medical, accident and health,
income continuation and life insurance benefits equivalent to the normal and
customary benefits available from time to time under the California Bankers
Association group Insurance Program for an employee of Executive's salary level.
Said coverage shall be in existence or shall take e effect as of the Effective
Date hereof and shall continue throughout the Term. The Bank's liability to
Executive for any breach of this paragraph shall be limited to the amount of
premiums payable by the Bank to obtain the coverage contemplated herein.
E. REIMBURSEMENT FOR BUSINESS EXPENSES
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Executive shall be entitled to reimbursement by the Bank for any ordinary
and necessary business expenses incurred by Executive in the performance of
Executive's duties and in acting for the Bank during the Term, which types of
expenditures shall be determined by the Board of Directors, provided that:
(a.) Each such expenditure is of a nature qualifying it as a proper
deduction on the federal and state income tax returns of the Bank as a business
expense and not as deductible compensation to the Executive; and
(b) Executive furnishes to the Bank adequate records and other
documentary evidence required by federal and state statutes and regulations
issued by the appropriate taxing authorities for the substantiation of such
expenditures as deductible business expenses of the Bank and not as deductible
compensation to Executive.
F. TERMINATION
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1. Termination. The Bank may terminate this Agreement at any time without
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further obligation or liability to Executive, by action of the Board of
Directors, if in the opinion of the Board the Executive fails to perform or
habitually neglects the duties which he is required to perform hereunder, if
Executive engages in illegal activity which materially adversely affects the
Banks' reputation in the community or which evidences the lack of Executive's
fitness or ability to perform executive's duties as determined by the Board of
Directors in good faith if Executive commits any act which would cause
termination of coverage under the Bank's Bankers' Blanket Bond as to Executive
(as distinguished from termination of coverage as to the Bank as a whole), or if
Executive is found to be physically or mentally incapable (as hereinafter
defined as performing executive's duties for a period of at least ninety [90]
consecutive days [or a cumulative period of one hundred twenty (120) days] in
any one calendar year) by the Board of Directors acting in good faith. Such
termination shall not prejudice any remedy which the Bank may have at law, in
equity, or under this Agreement.
For purposes of this Agreement only, physical or mental disability shall be
defined as Executive being unable to fully perform under this Agreement for a
continuous period of ninety (90) days or a cumulative period of one hundred
twenty (120) days in any one calendar year. If there should be a dispute between
the Bank and Executive as to the Executive's physical or mental disability for
purposes of this Agreement, the question shall be settled by the opinion of an
impartial reputable physician or psychiatrist agreed upon by the parties or
their representatives, or if the parties cannot agree within ten (10) days after
a request for designation of such party, then by a physician or psychiatrist
designated by the Santa Xxxxxxx County Medical Association. The certification of
such physician or psychiatrist as to the question in dispute shall be final and
binding upon the parties hereto.
2. Action by Supervisory Authority. If the Bank is closed or taken over by
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the Comptroller of the Currency or other supervisory authority, including the
Federal Deposit Insurance Corporation, or if such supervisory authority should
exercise its cease and desist powers to remove Executive from office, such bank
supervisory authority may immediately terminate this Agreement without further
liability or obligation to Executive.
3. Merger or Corporate Dissolution. In the event of a merger where the Bank
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is not the surviving corporation, in the event of a consolidation, in the event
of a transfer of all or substantially all of the assets of the Bank, in the
event of any other corporate reorganization where there is a change in ownership
of at least twenty-five percent (25%) except as may result from a transfer of
shares to another corporation in exchange for at least eighty percent (80%)
control of that corporation, or in the event of the dissolution, of the Bank,
this Agreement may be terminated without further liability to Executive by the
Bank or the surviving bank, in the event of a merger, or the transferee of
assets, in the event of a purchase or sale, provided, however, that in such
event the Bank shall pay to Executive the amount specified in paragraph F.4
herein regarding termination at will.
4. Termination At Will. Pursuant to the provisions of 12 U.S.C. Section 24
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and notwithstanding anything to the contrary herein, the Bank may terminate this
Agreement at any time by action of the Board of Directors of the Bank. Such
termination shall be effective immediately upon receipt of notice by Executive
from the Bank, and all benefits provided by the Bank hereunder to Executive
shall thereupon cease, other than the insurance benefits provided to Executive
hereunder which shall be continued by the Bank for a period not to exceed one
hundred eighty (180) days after termination. Notwithstanding the foregoing, it
is agreed that in the event of such termination, Executive shall continue to be
paid Executive's salary for a period of six (6) months next following
Executive's termination, which payments shall be paid to Executive in accordance
with the normal method of payment as specified hereinabove. Such action shall
not be construed as breach of this Agreement, and the payment of the sum above
stated shall constitute full and complete performance by the Bank of its
obligations hereunder.
5. Effect of termination. In the event of the termination of this
Agreement prior to the completion of the Term specified herein, Executive shall
be entitled to the salary earned by Executive prior to the date of termination
as provided for in this Agreement, computed pro rata up to and including that
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date; but Executive shall be entitled to no further compensation for services
rendered after the date of termination, except as provided in subparagraph f.4
above for termination at will. Executive further agrees that in the event of
such termination, he will resign from the Board of Directors of the Bank on the
effective date of the termination of this Agreement.
G. GENERAL PROVISIONS
1. Trade secrets. During the Term, Executive will have access to and
become acquainted with what Executive and the Bank acknowledge are trade
secrets, to wit, knowledge or data concerning the Bank, including its operations
and business, and the identity of customers of the Bank, including knowledge of
their financial condition, their financial needs, as well as their methods of
doing business. Executive shall not disclose any of the aforesaid trade secrets,
directly or indirectly, or use them in any way, either during the Term or for a
period of three (3) years after the termination of this agreement, except as
required in the course of Executive's employment with the Bank.
2. Covenant Not to Compete. Executive hereby covenants and agrees that
for a period of three (3) years after termination of this Agreement and for any
period during which Executive receives any compensation from the Bank, Executive
shall not engage in the business of banking within the cities of Santa Xxxxxxx
or Goleta or any where else in Santa Xxxxxxx County.
3. Indemnification. To the extent permitted by law, applicable
statutes and the Articles of Association, Bylaws or resolutions of the Bank in
effect from time to time, the Bank shall indemnify Executive against liability
or loss arising out of Executive's actual or asserted misfeasance or
non-feasance in the performance of Executive's duties or out of any actual or
asserted wrongful act against, or by, the Bank including but not limited to
judgments, fines, settlements and expenses incurred in the defense of actions,
proceedings and appeals herefrom. The Bank shall endeavor to apply for and
obtain Bank and Executive from and against the aforesaid liabilities. The
provisions of this paragraph shall apply to the estate, executor, administrator,
heirs, legatees or devisees of Executive.
4. Return of Documents. Executive expressly agrees that all manuals,
documents, files, reports, studies, instruments or other materials used and/or
developed by Executive during the Term are solely the property of the Bank, and
that Executive has no right, title or interest therein. Upon termination of this
Agreement, Executive or Executive's representative shall promptly deliver
possession of all of said property to the Bank in good condition.
5. Notices. 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 United States mail, postage
prepaid, or when communicated to a public telegraph company for transmittal,
addressed to the party at the address appearing at the beginning of this
Agreement. Either party may change its address by written notice in accordance
with this paragraph.
6. Applicable Law. Except to the extent governed by the laws of the
United States, this Agreement is to be governed by and construed under the laws
of the State of California.
7. Captions and Paragraph Headings. 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.
8. Invalid Provisions. 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 portion 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.
9. Entire Agreement. This Agreement contains the entire agreement of
the parties. It supersedes any and all other agreements, either oral or in
writing, between the parties hereto with respect to the employment of Executive
by the Bank. Each party to this Agreement acknowledges that no representations,
inducements, promises, or 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 the
Bank and Executive.
10. Receipt of Agreement. Each of the parties hereto acknowledges that
he has read this Agreement in its entirety and does hereby acknowledge receipt
of a fully executed copy thereof. A fully executed copy shall be an original for
all purposes, and is a duplicate original.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
GOLETA NATIONAL BANK
BY /S/Xxxxxxx X. Xxxxxxxxx
___________________
Xxxxxxx X. Xxxxxxxxx
BY /S/Xxxxxx X. Xxxxxxxx
____________________
Xxxxxx X. Xxxxxxxx
BY /S/Xxxxxx Xxxxxxx
_____________________
Xxxxxx Xxxxxxx
/S/XXxxxxxxx X. Xxxxx
__________________
XXxxxxxxx X. Xxxxx
SEPARATE AGREEMENT
The undersigned agree to the following arrangement pertaining to La
Cumbre Country Club membership purchased by the Bank for Xxx Xxxxx, CEO.
If for any reason, Xxx Xxxxx, CEO of Goleta National Bank, shall leave the
employ of the Bank, the membership purchased by the Bank in the La Cumbre
Country Club shall be sold and the net proceeds shall revert to the Bank.
/S/Xxx Xxxxx /S/Xxxxxxx X. Xxxxxxxxx
Signed:________________ Signed:_______________________
Xxx Xxxxx Xxxxxxx X. Xxxxxxxxx
xxxxxx a directorelect
Exhibit: (10)(iii) Salary Continuation Agreement between Goleta
National Bank and Xxxxxxxx Xxxxx, President & CEO
EXECUTIVE SALARY CONTINUATION AGREEMENT
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THIS AGREEMENT made and entered into this 1st day of January, 1994, by and
between GOLETA NATIONAL BANK, a coporation organized and existing under the laws
of the United States (hereinafter feferred to as the "Executive")
WITNESSETH:
WHEREAS, the Executive is in the Coporation serving as its President and
Chief Executive Officer; and
WHEREAS, the experience of the Executive, his knowledge of the affairs of
the Corporation, his reputation and contacts in the industry are so valuable
that assurance of his continued service is essential for the future growth and
profits of the Corporation and it is in the best interests of the Corporation to
arrange terms of continued employment fro the Executive so as to reasonably
assure his remaining in the Corporation's employment during his lifetime or
until the age of retirement; and
WHEREAS, it is the desire of the Corporation that his services be retained
as herein provided; and
WHEREAS, the Executive is willing to continue in the employ of the
Corporation provided the Corporation agrees to pay him, or has beneficiaries,
certain benefits in accordance with the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the services to be performed in the
future as well as the mutual promises and covenants herein contained it is
agreed as follow:
ARTICLE 1
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1.1 Employment: The Corporation agrees to employ the Executive in such
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capacity as the Corporation may from time to time determine. The executive will
continue in the employ of the Corporation in such capacity and with such duties
and responsibilities as may be assigned to him, and with such compensation as
may be determined from time to timeby the Board of Directors of the Corporation.
1.2 Full Efforts: The Executive agrees to devote his full time and
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attention exclusively to the business and affairs of the Corporation, except
during vacation periods, and to use his best efforts to furnish faithful and
satisfactory service to the Corporation.
1.3 Fringe Benefit: The salary continuation benefits provided by this
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Agreement are granted by the Corporation as a fringe benefit to the Executive
and are not part of any salary reduction plan or any arrangement deferring a
bonus or salary continuation benefits.
ARTICLE 2
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2.1 Retirement: if the Executive shall continue in the employment of the
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Corporation until he attains the age of sixty-on (61), he may retire from active
daily employment as of the first day of the month next following attainment of
age sixty one (61), or upon such later date as may be mutually agreed upon by
the Executive and the Corporation.
2.2 Payment: The Corporation agrees that upon such retirement it will pay
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to the Executive the annual sum of Fifty Thousand Dollars ($50,000.00), payable
monthly on the first day of each month following such retirement until he
attains the age of seventy-six (76): subject to the conditions and limitations
set forth.
2.3 Death Benefit: The Corporation agrees that if the Executive shall
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retire, but shall die before receiving the full amount of monthly payments to
which he is entitled hereunder, it will continue to make such monthly payments
to the Executive's surviving spouse for the remaining period. If the Executive
is not survived by any spouse, said payments shall be made to the Executive's
other named beneficiary as hereinafter set forth. If the Executive is not
serviced by any spouse or named beneficiary, said payments shall revert to
Goleta National Bank.
2.4 Beneficiary: The term "Beneficiary" shall mean the person or persons
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whom the Executive shall designate in a valid Beneficiary Designation Notice to
receive the benefits provided hereunder. A Beneficiary Designation Notice shall
be valid only if it is in the form attached hereto and made a part hereof and is
received by the Administrator prior to the Executive's death. If the Executive
is not survived by any spouse or named beneficiary, said payments shall revert
to Goleta National Bank.
ARTICLE 3
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3.1 Consulting: It is mutually agreed that during the fifteen (15) year
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period following retirement from active daily employment upon attainment of the
age of sixty-one (61), or such later date as may be mutually agreed upon, the
Executive shall, at the request of the Corporation, be available at reasonable
time and places as may be mutually agreed upon, to tender services to the senior
executives of the Corporation in an advisory or consulting capacity.
3.2 Informed: The Executive shall keep himself informed concerning the
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affairs of the Corporation through reports which the Corporation will supply,
and such other means as may be agreed upon. The Executive shall not be required
to travel from whatever place he may be then living or staying for the purpose
of such consultation unless all expenses incurred by him shall be paid by the
Corporation.
3.3 Disability: Breach of this condition shall nor be considered to have
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occurred if the Executive is unable to consult because of his mental or physical
disability.
3.4 Not Employee: In furnishing such consulting services, the Executive
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shall not be an employee of the Corporation, but shall act in the capacity of an
independent contractor.
3.5 No Competition: During the said fifteen (15), year period following
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retirement from active daily employment, the Executive shall not become the
owner of, nor engage directly or indirectly, in any business which is
substantially similar to or competes with the business of the Corporation,
either as proprietor, partner, stockholder, officer, director, employee or
otherwise, within the cities of Santa Xxxxxxx or Goleta or anywhere else in
Santa Xxxxxxx County, unless the Corporation has first consented in writing
thereto.
3.6 Forfeiture: The payments provided under Article 2 are conditioned
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upon the Executive fulfilling the foregoing requirements, the Board of Directors
of the Corporation may, by a Resolution at xxx regular or special meeting,
suspend or eliminate payment during the period of such breach.
1
3.7 Termination of Payments: In the event the Board of Directors of the
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Corporation, by such Resolution, terminates further payments to the Executive as
provided in Article 3, all amounts then remaining unpaid under this Agreement
shall be fortified and the Corporation shall have no further liability to the
Executive or any persons hereunder.
ARTICLE 4
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4.1 Death Prior to Retirement: In the event Executive should die while
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actively employed by the Corporation at anytime after the date of this
Agreement, by prior to attaining the age of sixty-one (61) years, then the
benefits payable under this Agreement (Fifty Thousand Dollars per year) will be
immediately payable to the Executive's designated beneficiary pursuant to the
Beneficiary Designation Notice attached hereto and made apart hereof. Said
immediate payment to the Executive's beneficiary will be payable on the first
day of the month following the executive's death and will be payable in equal
monthly installments to continue for 180 months. If the Executive chooses to
work after the age of sixty-one (61) years, but dies beforeretirement, the
Corporation will pay the annual sum of Fifty Thousand Dollars ($50,000.00) per
year to the Executive's designated beneficiary in equal monthly installments for
a period of 180 months. No death benefits shall be payable hereunder if it is
determined that the Executive's death was caused by suicide on or before January
1, 2004.
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4.2 Voluntary Termination of Employment: In the event the Executive
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voluntarily terminates his employment with the Corporation for whatever reason,
the Executive shall be paid upon attainment of the age of sixty-one (61) that
the amount of money which the Executive was vested at the time of voluntary
termination. For example, if the Executive voluntarily terminates employment
after five (5) years from the effective date of this Agreement, he well have
been Fifty Percent (50%) vested and thus will receive Twenty-Five Thousand
Dollars per year commencing the first day of the month following arraignment of
the age of sixty-one (61), payments to continue for one hundred eighty (180)
months. In the event the Executive voluntarily terminates within a five year
period from the date of xxxxx agreement, no compensation shall be payable to the
Executive.
4.3 If the Executive wishes to retire before the attainment of age
sixty-one (61), the Executive shall give the Bank one year's notice in order to
allow a suitable transition of management.
4.4 Disability Prior to Retirement: In the event the Executive becomes
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disabled while actively employed by the Corporation at any time after the date
of the Agreement, but prior to attaining the age of sixty-one (61) years, the
Executive will be entitled to equal monthly payments commencing at the age of
sixty-one (61) and in the amount commensurate with the amount the Executive was
vested at the time of disablement. For example, if the Executive will have been
fifty percent (50%) vested and will therefore be entitled to annual payments in
the amount of twenty-five thousand ($25,000.00) dollars, payable in equal
monthly installments continuing for one hundred eighty (180) moths.
ARTICLE 5
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5.1 Termination of Employment: The Corporation reserves the right to
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terminate employment of the Executive at any time prior to retirement as a
result of any criminal unlawful, fraudulent, or dishonest action on the part of
the Executive. In the event the employment of the Executive shall be terminated
prior to the Executive. In the event the employment of the Executive shall be
termination, other than by reason of disability or death, then this Agreement
shall terminate upon the date of such termination of employment: provided,
however, that the Executive shall be entitled to the following benefits under
the following circumstances.
(a) Termination Without Causes: If the Executive's employment is
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terminated by the Corporation without cause, the Executive shall be considered
to be vested according to attached vesting schedule, attached, as Schedule A,
with payments commencing at age 61.
(b) Termination for Causes: If the Executive is terminated for cause,
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I.e., for the willfull breach of duly by the Executive in the course of his
employment: the habitual neglect by Executive of his employment duties; the
Executive's deliberate violation of any State Of California or Federal banking
laws, or of the ByLaws, rules, policies or resolutions of the Corporation, or of
the rules or regulations of the California Superintendent of State Banks or
Federal Deposit Insurance Corporation or other regulator agency or governmental
authority having jurisdiction over the Executive; the determination by a state
or federal banking agency or governmental authority having jurisdiction over the
Corporation that executive is not suitable to act in the capacity for which he
is employed by the Corporation; the Executive is convicted of any felony or a
crime involving moral iupitude or a fraudulent or dishonest act; or the
Executive discloses without authority any secret or confidential information
not otherwise publicly available concerning the Corporation or takes any action
which the Corporation's Board of Directors determines, in good faith, fair
dealing and reasonableness, continues unfair competition with r induces any
customer to breach any contract with the Corporation, then the Executive shall
be entitled to no benefits under this Agreement and no amount shall be paid the
the Executive under this Agreement.
(c) Termination Upon Change in Control: Anything hereinabove to the
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contrary notwithstanding, if the Executive is not full vested in the amount to
which he is entitled under this plan, he will become fully vested in the event
of a transfer of the controlling ownership or sale of the Corporation and shall
be entitled to the full amount, upon the terms and conditions hereof, if
termination of employment thereafter occurs under this Section 5.1
ARTICLE 6
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6.1 Termination of Agreement by Reason of Changes in Law: The Corporation
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is entering into this Agreement upon the assumption that certain existing laws
will continue in effect in substantially their current form. In the event of any
changes in such applicable laws, the Corporation shall have the option to
terminate or modify this Agreement: provided, however, that the Executive shall
be entitled to at least the same amount as he would have been entitled to under
Paragraph 4.4 of this Agreement relating to disability. The payment of said
amount shall be made upon such terms and conditions and at such time as the
Corporation shall determine, but in no event commencing later than the
executive's age of sixty-one (61) years or the date of termination of the
Executive's employment with the Corporation.
ARTICLE 7
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7.1 Funding: The Corporation reserves the right to determine in its sole
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discretion, whether, to what extent and by what method, if any, to fund this
Agreement. In the event that the Corporation elects to fund this Agreement in
whole or in part, through the use of life insurance or annuities, or both, the
Corporation shall determine the ownership and beneficial interests of any such
policy of life insurance or annuity. The Corporation further reserves the right,
in its sole discretion, to terminate any such policy, and any other funding of
this Agreement, at any time, in whole or in part. The Executive shall not have
any right, title or interest in or to any funding source or amount utilized by
the Corporation pursuant to this Agreement, and any such funding source or
amount shall not constitute security for the performance of the Corporation's
obligations pursuant to this Agreement. The Executive agrees to sign any
documents and undergo any medical examination or tests which the Corporation may
request and which may be reasonably necessary to facilitate any funding for this
Agreement including, without limitation, the acquisition of any policy of
insurance or annuity.
If the Bank should require the acquisition of additional assets due to a
failing financial condition, the Board of Directors shall have the option of
terminating this agreement such that the Executive shall receive upon retirement
only the amount commensurate with the amount the Executive was vested at the
time of the financial crisis.
ARTICLE 8
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8.1 Nonassignable: Neither the Executive nor the Executive's spouse nor
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any other beneficiary under this Agreement shall have the power or right to
transfer, assign, anticipate, hypothecate, mortgage, modify or otherwise
encumber in advance any of the benefits payable hereunder. Nor shall any of said
benefits be subject to seizure for the payment of any debts, judgments, alimony
or separate maintenance owed by the Executive or the Executive's beneficiary or
any of them, or be transferable by operation of law in the event of bankruptcy,
insolvency or otherwise.
ARTICLE 9
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9.1 Claims Procedure: The Corporation shall make all determinations as to
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the rights to benefits under this agreement. Any decision by the Corporation
denying a claim by the Executive or the Executive's beneficiary for benefits
under this Agreement shall be stated in writing and delivered or mailed to the
Executive or said beneficiary. Such decision shall set forth the specific
reasons for the denial. In addition, the Corporation shall provide a reasonable
opportunity to the Executive or said beneficiary for full and fair review of the
decision denying such claim.
ARTICLE 10
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10.1 Unsecured General Creditor: The Executive and the Executive's
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beneficiary shall have no legal or equitable rights, interests or claims in or
to any property or assets of the Corporation. No assets of the Corporation shall
be held under any trust for the benefit of the Executive or his beneficiaries or
held in any way as security for the fulfillment of the obligations of the
Corporation under this Agreement. All of the Corporation's assets shall be and
remain the general unpledged, unrestricted assets of the Corporation. The
Corporation's obligation under this Agreement shall be that of an unfunded and
unsecured promise by the Corporation to pay money in the future. The Executive
and his beneficiaries shall be unsecured creditors with respect to any benefits
hereunder.
ARTICLE 11
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11.1 Binding Effect: This Agreement shall be binding upon and inure
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to the benefit of the Executive and the Corporation and as applicable, their
respective heirs , beneficiaries, legal representatives, agents, successors and
assigns.
ARTICLE 12
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12.1 Contract of Employment: This Agreement shall not be deemed to
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constitute a contract of employment between the Executive and the Corporation
nor shall any provision of this Agreement restrict the right of the Corporation
to terminate the Executive's employment or restrict the right of the Executive
to terminate his employment. In the event the Executive has a separate
Employment Agreement with the Corporation and in the event of any discrepancy or
different treatment of any term or condition in this Agreement from said
Employment Agreement, or any renewal or extension thereof, the terms and
provisions of the Employment Agreement shall control.
ARTICLE 13
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13.1 Notice: Any notice required or permitted of either the Executive or
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the Corporation under this Agreement shall be deemed to have been duly given, if
by personal delivery, upon the date received by the party or its authorized
representative; if by facsimile, upon transmission to a telephone number
previously provided by the party to whom the facsimile is transmitted as
reflected in the records of the party transmitting the facsimile and upon
reasonable confirmation of such transmission; and if by mail, on the third day
after mailing via United States first
class mail, registered or certified, postage prepaid and return receipt
requested, and addressed to the party at the address given below for the receipt
of notices, or such changed address as may be requested in writing by a party.
If to Corporation: ATTN: Xxxxx Xxxxxxx
If to Executive: Xxxxxxxxx Xxxxx
0000 Xxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx 00000
ARTICLE 14
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14.1 Partial Invalidity: If any term, provision, covenant, or condition
-------------------
of this Agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, such determination shall not render any other term,
provision, covenant or condition invalid, void, or unenforceable, and the
Agreement shall remain in full force and effect notwithstanding such partial
invalidity.
ARTICLE 15
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15.1 Arbitration: All claims, disputes and other matters in question
------------
arising out of or relating to this Agreement or the breach or interpretation
thereof shall be resolved by arbitration before the Judicial Arbitration and
Mediation Services, Inc., (JAMS"), 000 Xxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx,
Xxxxxxxxxx, 00000. In the event JAMS is unable or unwilling to conduct the
arbitration pursuant to this provision, or has discontinues its business, the
parties agree that the American Arbitration Association ("AAA"), 000 Xxxxxxxxxx
Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, shall be selected as substitute for
JAMS subject to the same terms set forth herein; provided, however, that the
rules of AAA shall apply to the conduct of the arbitration to the extent not
inconsistent with the intent of the parties as expresses herein. Any award
rendered by JAMS or AAA shall be final and binding upon the parties and as
applicable, their respective heirs, beneficiaries , legal representatives,
agents, successors and assigns, and the obligation of the parties to arbitrate
pursuant to this clause shall be specifically enforceable in accordance with
Title IX of the California Code of Civil Procedure. Any arbitration hereunder
----------------------------------
shall be conducted within the city limits of Santa Barbara, California.
ARTICLE 16
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16.1 Governing Law and Jurisdiction: The laws of the United States of
---------------------------------
America and the State of California, other than those laws denominated choice of
laws rules, and the rules and regulations of the Office of the Comptroller of
the Currency, Federal Deposit Insurance Corporation and the Board of Governors
of the Federal Reserve System shall govern the validity, construction and effect
of this Agreement.
ARTICLE 17
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17.1 Entire Agreement: This Agreement supersedes any and all other
------------------
agreements, either oral or in writing, between the parties with respect to the
subject matter of this Agreement and contains all of the covenants and
agreements between the parties with respect thereto. Each party to this
Agreement acknowledges that no other 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 set forth herein, and that no other
agreement, statement, or promise not contained in this Agreement shall be valid
or binding on either party.
ARTICLE 18
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18.1 Modifications: Any modification of this Agreement shall be
--------------
effective only if it is in writing and signed by both parties or their
authorized representatives.
IN WITNESS WHEREOF, the Corporation and the Executive have executed this
Agreement in the offices of Goleta National Bank, in Goleta, California, on the
date first above written.
EXECUTIVE:
----------
Dated /S/ XXXXXXXXX XXXXX
_____________ ______________________________
XXXXXXXXX XXXXX
CORPORATION:
------------
Dated: /S/Xxxxxxx X. Xxxxxxxxx
_____________ _______________________________
Xxxxxxx X. Xxxxxxxxx
CHAIRMAN OF THE BOARD
BENEFICIARY DESIGNATION NOTICE
------------------------------
To the Administrator of the XXXXXXXXX XXXXX Executive Salary Continuation
Agreement:
Pursuant to the provisions of my Executive Salary Continuation Agreement
with GOLETA NATIONAL BANK, permitting the designation of the beneficiary or
beneficiaries by a participant, I hereby designate the following persons and/or
entities as primary and secondary beneficiaries of any benefit under said
Agreement payable by reason of my death:
PRIMARY BENEFICIARY: SECONDARY BENEFICIARY:
Name: Xxxxx Xxxxx Name: Xxxxx Xxxxxxx
Present Address: 0000 Xxxxxx Xxxxxxxxx Present Address: 542 Everglades
Xxxxxx, Xxxxxxxxxx 00000 Jacksonville,
Florida
Relationship: Spouse Relationship: Son
THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION IS HEREBY
RESERVED. ALL PRIOR DESIGNATIONS, IF ANY, OF PRIMARY BENEFICIARIES AND
SECONDARY BENEFICIARIES ARE HEREBY REVOKED.
The Administrator shall pay all sums payable under the Agreement by reason
of my death to the Primary Beneficiary, if he or she survives me, then to the
Secondary Beneficiary, and if no named beneficiary survives me, then the
Administrator shall pay all amounts in accordance with the terms of the
Executive Salary Continuation Agreement. In the event that a named beneficiary
survives me and dies prior to receiving the entire benefit payable under said
Agreement, then the remaining unpaid benefit payable according to the terms of
the Agreement, shall be payable to the Secondary Beneficiary. In the event that
the named Primary Beneficiary and Secondary Beneficiary die before receivng the
entire benefit payable under the Agreement, then the remaining unpaid benefit
payable according to the terms of the Agreement shall revert to Goleta National
Bank.
DATED: /S/XXXXXXXXX XXXXX/EXECUTIVE
_______________ ________________________________
XXXXXXXXX XXXXX/EXECUTIVE
SCHEDULE A
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VESTING SCHEDULE
----------------
January 1, 1995 Ten Percent (10%) vested
January 1, 1996 Twenty Percent (20%) vested
January 1, 1996 Thirty Percent (30%) vested
January 1, 1997 Forty Percent (40%) vested
January 1, 1998 Fifty Percent (50%) vested
January 1, 1999 Sixty Percent (60%) vested
January 1, 2000 Seventy Percent (70%) vested
January 1, 2001 Eighty Percent (80%) vested
January 1, 2002 Ninety Percent (90%) vested
January 1, 2003 One Hundred Percent (100%) vested
