Exhibit 10.10
AMENDMENT NUMBER ONE
TO EMPLOYMENT AGREEMENT
This AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT (this "Amendment") is
entered into as of this 20th day of October, 1998, among ELDORADO BANK (the
"Employer") and XXXXXXX XXXXXXXXX (the "Employee").
R E C I T A L S
A. Employer and Employee have entered into an Employment Agreement
effective October 20, 1995 (the "Original Employment Agreement").
B. Employer and Employee desire to amend the Original Employment
Agreement as hereinafter provided.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby amend the
Original Employment Agreement as follows:
Section 1. EMPLOYMENT. The Original Employment Agreement stipulates that the
Employer hereby employs Employee as an Executive Vice President with the
responsibilities set forth in the job description attached hereto (dated May,
1995.) Employer and Employee desire to update this job description to one dated
October, 1998, attached hereto.
Section 2. TERM. The TERM section of the Original Employment Agreement shall be
deleted in its entirety and replaced with:
TERM. The Employer hereby employs Employee, and Employee hereby accepts
employment, on the terms and conditions hereinafter provided for a period of
three (3) years beginning on October 20, 1998 and ending October 19, 2001 (the
"Initial Term"). This Agreement shall be deemed to be extended automatically for
successive one (1) year periods following the expiration of the Initial Term
unless either the Employer or Employee, by written notice to the other given at
least one (1) year prior to the expiration of the Initial Term or any extension
thereof, as the case may be, notifies the other party of its intent not to
extend this Agreement.
Section 3. COMPENSATION. The Original Employment Agreement stipulates that the
Employer agrees to pay Executive a base salary of one hundred twenty-five
thousand dollars ($125,000) per year. This shall be amended to "pay Employee a
base salary of one hundred thirty-two thousand two hundred dollars ($132,200)
per year effective the date of this AMENDMENT NUMBER ONE TO EMPLOYMENT
AGREEMENT.
Section 4. REIMBURSEMENT. The REIMBURSEMENT section of the Original Employment
Agreement shall be deleted in its entirety and replaced with:
REIMBURSEMENT. Employer agrees to reimburse Employee for all ordinary
and necessary business-related expenses incurred by Employee on behalf of
Employer, including entertainment, meals, business-related mileage and travel
expenses. Employee shall provide to Employer records substantiating the business
purpose of
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such expenses. Any costs incurred by Employee for conventions, meetings and
seminars will be reimbursed as well a special social entertainment expenses,
provided the Chief Executive Officer or President of Employer approves such.
Employer agrees to pay the monthly member dues for Employee's
membership at the Pacific Golf and Country Club.
Section 7. TERMINATION. The TERMINATION section of the Original Employment
Agreement shall be deleted in its entirety and replaced with:
TERMINATION. Employer shall have the right to terminate this Agreement
for any of the following reasons by serving written notice upon Employee:
(a) Willful misconduct or criminal misfeasance in the performance of
Employee's duties and obligations as Executive Vice President;
(b) Illegal conduct, constituting a crime involving moral turpitude,
illegal conduct, or conviction of a felony, or any conduct
detrimental to the interest of Employer;
(c) Physical or mental disability rendering Employee incapable of
performing his normal and customary duties for a consecutive period
of 180 days, or by death. In determining whether Employee is
disabled, the Employer may rely upon the written statement provided
by a licensed physician acceptable to the Employer. Employee shall
allow examination from time to time by any licensed physician
selected by the Employer and agreed to by Employee;
(d) Determination by Employer's Board of Directors that the continued
employment of Employee is detrimental to the best interest of
Employer, or for any reason, as determined by Employer's Board of
Directors and in the sole and absolute discretion of Employer's
Board of Directors.
In the event this Agreement is terminated for any of the reasons
specified in the paragraphs (a), (b), or (c) above, Employee will be paid one
month's salary calculated as of the date of Employee'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 Employee 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. All employee benefits provided by the Employer shall cease
upon termination of Officer's employment.
In the event this Agreement is terminated for any reasons specified in
paragraph (d), above, Employee shall be entitled to termination pay in the
amount of twelve (12) months of the Employee's then current base salary per year
at the date of termination. Such termination pay shall be paid in a lump sum and
shall be considered to be in full and complete satisfaction of any and all
rights which Employee may enjoy under the terms of this Agreement.
Where termination is pursuant to paragraph (d), above, any pay in lieu
of vacation accrued to, but not taken as of the date of termination, will be
deemed included in the termination pay. In such case, if the Employee elects
under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") to
continue to receive any benefits thereunder, the Employer shall reimburse
Employee for the amount of such Employee's COBRA payments for the first six (6)
months after such termination.
Employee shall give sixty (60) days prior notice, in writing, to
Employer in the event Employee resigns or voluntarily terminates employment.
Section 10. RETURN OF DOCUMENTS. The RETURN OF DOCUMENTS section of the Original
Employment Agreement shall be deleted in its entirely and replaced with:
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PROPRIETARY INFORMATION. Employee understands and agrees (a) that
Employee will maintain all proprietary and confidential information of the
Employer as proprietary and confidential at all times during and after his
employment, (b) that Employee will not disclose or communicate such information
to any third party or make use of it on his own behalf or on behalf of any third
party, and (c) upon his termination, that Employee will promptly deliver all
tangible forms or media which Employee may have containing such information to
the Employer. For purposes of this Paragraph 6, "information" includes trade
secrets and all non-public records, manuals, documents, files, reports, studies,
instruments, practices, letters, plans, drawings, computer programs and data,
technical data, financial and other business data pertaining to the Employer,
its parent companies or subsidiaries, or any of its affiliates, customers,
vendors or other persons associated with the Employer. Employee acknowledges and
further agrees that the disclosure of such information would be a material
breach of this Agreement for which the Employer shall be entitled to any
remedies available to it in law or in equity.
COVENANT NOT TO DISRUPT BUSINESS. Employee hereby covenants and agrees
that he will not now, or for a period of one (1) year after the effective date
of Employee's termination of employment, disrupt, damage, impair or interfere
with the business of the Employer, whether by way of interfering with or
soliciting its employees, or disrupting its relationships with customers,
representatives, vendors, brokers or otherwise. After termination of employment,
Employee is not, however, restricted from being employed by or engaged in a
competing business.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
ELDORADO BANK
By: /s/ Xxxxxx Xxxxxx
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Its: Chairman & CEO
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JOB DESCRIPTION
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NAME: XXXXXXX XXXXXXXXX DEPARTMENT: CONSTRUCTION LENDING DIVISION
JOB TITLE: EXECUTIVE VICE PRESIDENT JOB STATUS: EXEMPT
DATE: OCTOBER, 1998 DIRECT REPORTS: VP/ LOAN OFFICERS
REPORTS TO: XXXXXX XXXXXX, CHAIRMAN & CEO AVP/CONSTRUCTION DISBURSE.
ADMIN. ASSISTANT
VP/CRA/FAIR LENDING OFFICER
JOB SUMMARY: Directs, plans, manages, monitors, controls, staffs and supervises
the activities and operations of the Construction Lending Division of Eldorado
Bank, including both Southern and Northern California and the Construction Loan
Disbursement Department. Ensures profitability and productivity of this division
while maintaining highest quality assets, developing new business and providing
quality customer service. Oversees activities of Bank's CRA Officer and ensures
that the Bank is in compliance with all CRA related rules, guidelines, laws and
regulations.
NATURE AND SCOPE: The position oversees the activities of the bankwide
Construction Lending Division. Develops and implements sales strategies and
programs geared toward the enhancement of the Construction Lending Division's
loan portfolio and development of long-lasting customer relationships. Provides
guidance and assistance to the division by developing and interpreting policies
and procedures, establishing goals and objectives, in conjunction with Executive
Management, setting performance standards and ensuring attainment of these
performance goals. Oversees CRA for the Bank.
1. Management of Construction Lending Division
2. Quality and Profitability of Construction Loan Portfolio
3. Development and Implementation of Sales Strategies
4. Business Development
5. Staffing, Training and Communications
6. Compliance/Oversees CRA Officer for Bank
7. Control of Non-Interest Expense
8. Membership in Bank Committees and Outside Organizations/Groups
DUTIES AND RESPONSIBILITIES:
1. Management of Construction Lending Division
* Directly supervises the activities of the Construction Lending
Division to ensure current level of business is maintained and,
through sales efforts, loan portfolio is expanded.
* Delivers highest level of customer service to customers, branches,
departments and divisions.
* Ensures Bank's underwriting standards are met and credits are
prepared and documented in accordance with bank policies and
procedures.
* Participates in the presentation of loan packages to Loan Committee.
* Utilizes Central Credit Department to prepare preliminary analyses
of customer's financial statements and for new and renewal credit
write-ups. Construction Loan Officers may assist in preparation of
credit write-ups for more complex credits or if there are
significant changes in the financial condition on a renewal.
* Oversees the activities of the Construction Loan Disbursement
Department to ensure that policies and procedures are in place and
are followed and maintained.
2. Quality and Profitability of Construction Loan Portfolio
* Regularly reviews loan portfolio and identifies problem credits.
* Reviews delinquency list and assists in efforts to ensure
delinquencies are controlled through sustained follow-up efforts.
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* Approves and rejects loans within lending authority and recommends
approval of loans over lending authority.
3. Development and Implementation of Sales Strategies
* Establishes and implements Sales Strategies to (1) increase the
construction loan portfolio while ensuring the highest level of
asset quality and (2) attain and surpass construction loan
generation goals.
* Ensures the Bank's construction loan products/services are
competitive and meet the customer's needs.
* Sets sales goals for Construction Loan Officers.
* Reviews, monitors sales performance and trends to ensure the
achievement of established goals.
4. Business Development
* Develops new business by calling on prospective customers in
targeted businesses. Monitors business development efforts of the
division and the loan officers to ensure that targeted markets are
being penetrated by sales efforts.
* Identifies core business relationships with established customer
groups and creates business development programs to expand
Construction Lending activities.
* Uses ACT software to follow leads and organize business development
efforts.
* Develops and maintains relationships with the community, customers
and coordinates with loan officers in making business development
calls.
5. Staffing, Training and Communication
* Formally reviews and evaluates performance of direct reports at
least annually and conducts counseling, as necessary.
* Establishes department goals and performance standards; ensures they
are communicated to staff and are attained.
* Working with the Human Resources Department, ensures accurate job
descriptions are established and reviewed with staff.
* Ensures the development of staff through cross training and
developmental seminars and classes.
* Conducts employment interviews and staffs department with top
performers.
6. Compliance/Oversees CRA Officer for Bank
* Ensures that Eldorado Bank and the Construction Loan Division is in
compliance with all federal/state laws and regulations, and bank
policies and procedures.
* Works with regulatory agencies, auditors and examiners and responds
to exceptions.
* Participates in civic and community activities to enhance the Bank's
visibility and image in the community and reinforce the Bank's
commitment to CRA.
* Oversees the Bank's CRA Program and reports to management and the
Board on its implementation. Recommends ways to improve CRA
performance to the CRA Committee.
* Reviews, evaluates and recommends community development loans and
investments to management and the board.
7. Control of Non-Interest Expense
* Makes concerted effort to control and ultimately reduce department's
operating expenses.
* Promotes productivity and efficiency by continually evaluating how
department operates.
* Coordinates with executive management in strategic planning and
budgeting process of the construction loan division and the bank.
8. Memberships in Bank Committees and Outside Organizations/Groups
* Member of Loan and CRA Committees.
* Member of the Bank's Senior Management group and attends monthly
Senior Management meetings.
* Member of San Clemente Hospital/Medical Center Board of Trustees.
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JOB SPECIFICATIONS:
1. Bachelors degree in Management/Finance or related experience, plus 10-15
years extensive experience in management and/or supervisory capacity.
2. Extensive experience in all areas of lending, with specific expertise in
construction and real estate lending.
3. Strong management, organizational, sales/marketing, interpersonal,
communication, analytical, problem- solving and negotiation skills.
Flexible, results-oriented with a strong sense of urgency.
4. Proven track record of managing a high quality loan portfolio.
5. Computer literate; knowledge of Excel, Word and financial analysis
softwares.
I acknowledge receipt of this job description. I understand that the nature and
scope of my duties and responsibilities, as well as Eldorado Bank's
expectations, are more comprehensive than what is incorporated in this document.
Xxxxxxx Xxxxxxxxx 10/20/98
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Signature of Employee Date
X. Xxxxxx 10/98
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Human Resources Date
