Exhibit 10.3
EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT
This Agreement is made and entered into effective as of March 1, 2002, by
and between Bank of Visalia, a state-chartered commercial bank with its
principal offices located in the City of Visalia, California ("the Bank"), and,
Xxxxxx X. Xxxxxx, an individual residing in the State of California ("the
Executive").
RECITALS
WHEREAS, the Executive is an employee of the Employer, serving since April
1995;
WHEREAS, the Employer desires to establish a compensation benefit program
as a fringe benefit for executive officers of the Employer in order to attract
and retain individuals with extensive and valuable experience in the banking
industry;
WHEREAS, the Executive's experience and knowledge of the affairs of the
Employer and the banking industry are extensive and valuable;
WHEREAS, it is deemed to be in the best interests of the Employer to
provide the Executive with certain fringe benefits, on the terms and conditions
set forth herein, in order to reasonably induce the Executive to remain in the
Employer's employment; and
WHEREAS, the Executive and the Employer wish to specify in writing the
terms and conditions upon which this additional compensatory incentive will be
provided to the Executive;
NOW, THEREFORE, in consideration of the services to be performed by the
Executive in the future, as well as the mutual promises and covenants contained
herein, the Executive and the Employer agree as follows:
AGREEMENT
1. Terms and Definitions.
1.1 Administrator. The Bank shall be the "Administrator" and, solely
for the purposes of ERISA as defined in subparagraph 1.9 below, the "fiduciary"
of this Agreement where a fiduciary is required by ERISA.
1.2. Applicable Percentage. The term "Applicable Percentage" shall
mean that percentage listed on Schedule "A" attached hereto which corresponds to
the number of years which shall have elapsed from the date of Executive's
employment by the bank until the date of the Executive's termination of
employment with the Bank. Notwithstanding the foregoing or the percentages set
forth on Schedule "A", but subject to all other terms and conditions set forth
herein, the "Applicable Percentage" shall be: One Hundred Percent (100%) in the
event the Executive's employment is terminated pursuant to subparagraph 5.4 upon
the occurrence of a "Change in Control" as defined in subparagraph 1.3 below, or
the Executive's Disability (as defined in subparagraph 1.5 below) or the
Executive's Death.
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Exhibit 10.3
1.3. Change in Control. The term "Change in Control" shall mean the
occurrence of any of the following events with respect to the Bank (with the
term "Bank" being defined for purposes of determining whether a "Change in
Control" has occurred to include the Holding Company: (i) a change in control of
a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or in response to any other form or
report to the regulatory agencies or governmental authorities having
jurisdiction over the Bank or any stock exchange on which the Bank's shares are
listed which requires the reporting of a change in control; (ii) any merger,
consolidation or reorganization of the Bank in which the Bank does not survive;
(iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition
(in one transaction or a series of transactions) of any assets of the Bank
having an aggregate fair market value of fifty percent (50%) of the total value
of the assets of the Bank, reflected in the most recent balance sheet of the
Bank; (iv) a transaction whereby any "person" (as such term is used in the
Exchange Act) or any individual, corporation, partnership, trust or any other
entity becomes the beneficial owner, directly or indirectly, of securities of
the Bank representing twenty-five percent (25%) or more of the combined voting
power of the Bank's then outstanding securities; or (v) a situation where, in
any one-year period, individuals who at the beginning of such period constitute
the Board of Directors of the Bank cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for election by the
Bank's shareholders, of each new Director is approved by a vote of at least
three-quarters (3/4) of the Directors then still in office who were Directors at
the beginning of the period. Notwithstanding the foregoing or anything else
contained herein to the contrary, there shall not be a "Change of Control" for
the purposes of this Agreement if the event which would otherwise come within
the meaning of the term "Change of Control" involves an Employee Stock Ownership
Plan sponsored by the Bank or its Holding Company which is the party that
acquires "control" or is the principal participant in the transaction
constituting a "Change in Control," as described above.
1.4. The Code. The "Code" shall mean the Internal Revenue Code of
1986, as amended (the "Code").
1.5. Disability/Disabled. The term "Disability" or "Disabled" shall
have the same meaning given such terms in any policy of disability insurance
maintained by the Bank for the benefit of the Executive. In the absence of such
a policy that extends coverage to the Executive in the event of disability, the
terms shall mean bodily injury or disease (mental or physical) that wholly and
continuously prevents the performance of duty for at least six months.
1.6. Effective Date. The term "Effective Date" shall mean the date
first written above.
1.7. ERISA. The term "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended.
1.8. Executive Benefit. The term "Executive Benefit" or "Retirement
Benefit Payments" shall mean the benefits determined pursuant to subparagraphs
3.0, 4.0 or 5.0, including subparagraphs thereof, and in accordance with
Schedule "B", and reduced or adjusted to the extent: (i) required under the
other provisions of this Agreement, including, but not limited to, Paragraphs 5,
6, and 7 hereof; (ii) required by reason of the lawful order of any regulatory
agency or body having jurisdiction over the Bank; or (iii) required in order for
the Bank to properly comply with any and all applicable state and federal laws,
including, but not limited to, income, employment and disability income tax laws
(e.g., FICA, FUTA, SDI).
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Exhibit 10.3
1.9. Plan Year. The term "Plan Year" shall mean the Bank's fiscal
year.
1.10. Retirement. The term "Retirement" or "Retires" shall refer to
the resignation of the Executive from further full time employment with the
Bank. To be effective, the Executive's resignation shall be presented to the
Bank, shall be in writing and shall specify the first day of Retirement
1.11. Normal Retirement Date. Except as follows, the term "Normal
Retirement Date" shall mean the Retirement of the Executive on or after the
later of the following dates: the Executive's attainment of age sixty-five (65),
or the Executive's completion of fifteen years of service, dated from the first
day of his first month of employment with the Employer. The foregoing
notwithstanding, if the Executive's employment with the Bank is terminated
pursuant to paragraph 5.4 (Termination on Account of or After a Change in
Control), such termination of employment shall be deemed, for purposes of
determining benefits under this Agreement, to have occurred on the Executive's
Normal Retirement Date.
1.12. Early Retirement Date. The term "Early Retirement Date" shall
mean Retirement, as defined below, of the Executive after the attainment of age
sixty (60).
1.13. Termination for Cause. The term "Termination for Cause" shall
mean termination of the employment of the Executive by reason of any of the
following:
(a) The Executive's deliberate violation of (i) any state or
federal banking or securities laws, or of the Bylaws, rules, policies or
resolutions of the Employer, or (ii) of the rules or regulations of the
California Commissioner of Financial Institutions, the Federal Deposit Insurance
Corporation, the Federal Reserve Board of Governors, the Office of the
Comptroller of the Currency or any other regulatory agency or governmental
authority having jurisdiction over the Employer, which has a material adverse
effect upon the Employer; or
(b) The Executive's conviction of any felony or a crime
involving moral turpitude or a fraudulent or dishonest act, which has a material
adverse effect upon the Employer.
2. Scope, Purpose and Effect.
2.1. Contract of Employment. Although this Agreement is intended to
provide the Executive with an additional incentive to remain in the employ of
the Employer, this Agreement shall not be deemed to constitute a contract of
employment between the Executive and the Employer nor shall any provision of
this Agreement restrict or expand the right of the Employer to terminate the
Executive's employment. This Agreement shall have no impact or effect upon any
separate written Employment Agreement which the Executive may have with the
Employer, it being the parties' intention and agreement that unless this
Agreement is specifically referenced in said Employment Agreement (or any
modification thereto), this Agreement (and the Employer's obligations hereunder)
shall stand separate and apart and shall have no effect on or be affected by,
the terms and provisions of said Employment Agreement.
2.2. Fringe Benefit. The benefits provided by this Agreement are
granted by the Bank as a fringe benefit to the Executive and are not a part of
any salary reduction plan or any arrangement deferring a bonus or a salary
increase. The Executive has no option to take any current payments or bonus in
lieu of the benefits provided by this Agreement.
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Exhibit 10.3
2.3. Prohibited Payments. Notwithstanding anything in this Agreement
to the contrary (and in particular in section 1.8 or section 3 hereof), if any
payment made under this Agreement is a "golden parachute payment" as defined in
Section 28(k) of the Federal Deposit Insurance Act (12 U.S.C. section 1828(k)
and Part 359 of the Rules and Regulations of the Federal Deposit Insurance
Corporation (collectively, the "FDIC Rules") or is otherwise prohibited,
restricted or subject to the prior approval of a Bank Regulator (as defined in
section 1.13 (d) herein), no payment shall be made hereunder without complying
with said FDIC Rules.
3. Executive Benefits Payments.
3.1. Payments Commence Upon Early Retirement Date. In the event the
Executive elects to Retire on a date which constitutes an Early Retirement Date,
as defined above, the Executive shall be entitled to be paid the Applicable
Percentage of the Executive Benefits as described in Schedule B, in
substantially equal monthly installments on the first day of each month,
beginning with the month following the month in which the Early Retirement Date
occurs or upon such later date as may be mutually agreed upon by the Executive
and the Employer in advance of said Early Retirement Date.
3.2. Payments Commence Upon Normal Retirement Date. If the Executive
shall remain in the continuous employment of the Employer until attaining the
Normal Retirement Date, the Executive shall be entitled to be paid the
Applicable Percentage of the Executive Benefits, as defined in Schedule B, in
substantially equal monthly installments on the first day of each month,
beginning with the month following the month in which the Executive Retires or
upon such later date as may be mutually agreed upon by the Executive and the
Employer in advance of said Retirement date, payable until the Executive's
death.
4. Payments in the Event Disability Occurs Prior to Retirement. In the
event the Executive becomes Disabled while actively employed by the Employer at
any time after the Effective Date of this Agreement but prior to Retirement, the
Executive shall be entitled to be paid the Applicable Percentage of the Normal
Retirement Executive Benefits as defined in Schedule B, in substantially equal
monthly installments on the first day of each month, beginning with the month
following the month in which the Executive becomes Disabled, payable until the
Executive's death.
5. Payments in the Event Executive Is Terminated Prior to Retirement. As
indicated in subparagraph 2.1 above, the Employer reserves the right to
terminate the Executive's employment, with or without Cause but subject to any
written employment agreement which may then exist, at any time prior to the
Executive's Retirement. In the event that the employment of the Executive shall
be terminated, other than by reason of Disability or Retirement, 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 as may be applicable depending upon the circumstances surrounding the
Executive's termination:
5.1. Termination Without Cause. If the Executive's employment is
terminated by the Employer without cause, and such termination is not subject to
the provisions of subparagraph 5.4 below, then the Executive shall be entitled
to be paid the Applicable Percentage of the Executive Benefits, as defined
above, in substantially equal monthly installments on the first day of each
month, beginning on a date requested by Executive, which shall not be sooner
that the first month after which the Executive has attained sixty (60) years of
age.
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Exhibit 10.3
5.2. Voluntary Termination by the Executive. (a) If the Executive's
employment is terminated by voluntary resignation prior to the Early Retirement
Date and such resignation is not subject to the provisions of subparagraph 5.4
below, the Executive shall forfeit any and all rights and benefits he may have
under the terms of this Agreement and shall have no right to be paid any of the
amounts which would otherwise be due or paid to the Executive by the Employer
pursuant to the terms of this Agreement.
(b) If the Executive's voluntary resignation takes effect on or after the Early
Retirement Date and such resignation is not subject to the provisions of
subparagraph 5.4 below, it shall be treated as Retirement under this Agreement.
5.3. Termination for Cause. The Executive agrees that if his
employment with the Employer is terminated "for cause," as defined in
subparagraph 1.13 of this Agreement, he shall forfeit any and all rights and
benefits he may have under the terms of this Agreement and shall have no right
to be paid any of the amounts which would otherwise be due or paid to the
Executive by the Employer pursuant to the terms of this Agreement; provided
however, if the Executive is terminated for disability, he shall be entitled to
benefits under Section 4.
5.4. Termination on Account of or After a Change in Control. In the
event: (i) the Executive's employment with the Employer is terminated by the
Employer in conjunction with, or by reason of, a "Change in Control" (as defined
in subparagraph 1.3 above); or (ii) by reason of the Employer's actions any
adverse and material change occurs in the scope of the Executive's position,
responsibilities, duties, salary, benefits, or location of employment after a
Change in Control occurs; or (iii) the Employer causes an event to occur which
reasonably constitutes or results in a demotion, a significant diminution of
responsibilities or authority, or a constructive termination (by forcing a
resignation or otherwise) of the Executive's employment after a Change in
Control occurs, then the Executive shall be entitled to be paid the Applicable
Percentage of the Executive Benefits, as defined above, in substantially equal
monthly installments on the first day of each month, beginning with the first
month after which both of the following events have occurred: the Executive has
attained sixty (60) years of age and the Executive has terminated full time
employment with the Bank.
6. Right To Determine Funding Methods. The Bank reserves the right to
determine, in its sole and absolute discretion, whether, to what extent and by
what method, if any, to provide for the payment of the amounts which may be
payable to the Executive, under the terms of this Agreement. In the event that
the Bank elects to fund this Agreement, in whole or in part, through the use of
life insurance or annuities, or both, the Bank shall determine the ownership and
beneficial interests of any such policy of life insurance or annuity. The Bank
further reserves the right, in its sole and absolute discretion, to terminate
any such policy, and any other devise used to fund its obligations under this
Agreement, at any time, in whole or in part. Consistent with Paragraph 8 below,
the Executive shall have no right, title or interest in or to any funding source
or amount utilized by the Bank pursuant to this Agreement, and any such funding
source or amount shall not constitute security for the performance of the Bank's
obligations pursuant to this Agreement. In connection with the foregoing, the
Executive agrees to execute such documents and undergo such medical examinations
or tests which the Bank may request and which may be reasonably necessary to
facilitate any funding for this Agreement including, without limitation, the
Bank's acquisition of any policy of insurance or annuity.
7. Claims Procedure. The Bank shall, but only to the extent necessary to
comply with ERISA, be designated as the named fiduciary under this Agreement and
shall have authority to
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Exhibit 10.3
control and manage the operation and administration of this Agreement.
Consistent therewith, the Bank shall make all determinations as to the rights to
benefits under this Agreement. Any decision by the Bank denying a claim by the
Executive for benefits under this Agreement shall be stated in writing and
delivered or mailed, via registered or certified mail, to the Executive, the
Executive's spouse or the Executive's beneficiaries, as the case may be. Such
decision shall set forth the specific reasons for the denial of a claim. In
addition, the Bank shall provide the Executive, or as applicable, the
Executive's spouse or beneficiaries, with a reasonable opportunity for a full
and fair review of the decision denying such claim.
8. Status as an Unsecured General Creditor. Notwithstanding anything
contained herein to the contrary: (i) the Executive shall have no legal or
equitable rights, interests or claims in or to any specific property or assets
of the Bank as a result of this Agreement; (ii) none of the Bank's assets shall
be held in or under any trust for the benefit of the Executive or held in any
way as security for the fulfillment of the obligations of the Bank under this
Agreement; (iii) all of the Bank's assets shall be and remain the general
un-pledged and unrestricted assets of the Bank; (iv) the Bank's obligation under
this Agreement shall be that of an un-funded and unsecured promise by the Bank
to pay money in the future; and (v) the Executive shall be an unsecured general
creditor with respect to any benefits which may be payable under the terms of
this Agreement.
Notwithstanding subparagraphs (i) through (v) above, the Bank and the Executive
acknowledge and agree that, in the event of a Change in Control, upon request of
the Executive, or in the Bank's discretion if the Executive does not so request
and the Bank nonetheless deems it appropriate, the Bank shall establish, not
later than the effective date of the Change in Control, a Rabbi Trust or
multiple Rabbi Trusts (the "Trust" or "Trusts") upon such terms and conditions
as the Bank, in its sole discretion, deems appropriate and in compliance with
applicable provisions of the Code, in order to permit the Bank to make
contributions and/or transfer assets to the Trust or Trusts to discharge its
obligations pursuant to this Agreement. The principal of the Trust or Trusts and
any earnings thereon shall be held separate and apart from other funds of the
Bank to be used exclusively for discharge of the Bank's obligations pursuant to
this Agreement and shall continue to be subject to the claims of the Bank's
general creditors until paid to the Executive in such manner and at such times
as specified in this Agreement.
9. Discretion of Board to Accelerate Payout. Notwithstanding any of the
other provisions of this Agreement, the Board of Directors of the Bank or the
Holding Company may, if determined in its sole and absolute discretion to be
appropriate, accelerate the payment of the amounts due under the terms of this
Agreement, provided that the Executive: (i) consents to the revised payout terms
determined appropriate by the Board of Directors; and (ii) does not negotiate or
in any way influence the terms of proposed altered/accelerated payout (said
decision to be made solely by the Board of Directors and offered to the
Executive on a "take it or leave it basis").
10. Miscellaneous.
10.1. Opportunity To Consult With Independent Advisors. The
Executive acknowledges that he has been afforded the opportunity to consult with
independent advisors of his choosing including, without limitation, accountants
or tax advisors, attorneys and counsel regarding both the benefits granted to
him under the terms of this Agreement and the (i) terms and conditions which may
affect the Executives right to these benefits and (ii) personal tax effects of
such benefits including, without limitation, the effects of any federal or state
taxes, Section
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Exhibit 10.3
280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever
related to such benefits, which in any of the foregoing instances the Executive
acknowledges and agrees shall be the sole responsibility of the Executive
notwithstanding any other term or provision of this Agreement. The Executive
further acknowledges and agrees that the Bank shall have no liability whatsoever
related to any such personal tax effects or other personal costs, expenses, or
liabilities applicable to the Executive and further specifically waives any
right for himself or herself, and his or her heirs, beneficiaries, legal
representatives, agents, successor and/or assigns to claim or assert liability
on the part of the Bank related to the matters described above in this
subparagraph 10.1. The Executive further acknowledges that he has read,
understands and consents to all of the terms and conditions of this Agreement,
and that he enters into this Agreement with a full understanding of its terms
and conditions.
10.2. Arbitration of Disputes. All claims, disputes and other
matters in question arising out of or relating to this Agreement or the breach
or interpretation thereof, other than those matters which are to be determined
by the Bank in its sole and absolute discretion, shall be resolved by binding
arbitration before a representative member, selected by the mutual agreement of
the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"),
located in Portland, Oregon. In the event JAMS is unable or unwilling to conduct
the arbitration provided for under the terms of this Paragraph, or has
discontinued its business, the parties agree that a representative member,
selected by the mutual agreement of the parties of the American Arbitration
Association ("AAA") shall conduct the binding arbitration referred to in this
Paragraph. Notice of the demand for arbitration shall be filed in writing with
the other party to this Agreement and with JAMS (or AAA, if necessary). In no
event shall the demand for arbitration be made after the date when institution
of legal or equitable proceedings based on such claim, dispute or other matter
in question would be barred by the applicable statute of limitations. The
arbitration shall be subject to such rules of procedure used or established by
JAMS, or if there are none, the rules of procedure used or established by AAA.
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 may be entered in any court having
jurisdiction thereof. The obligation of the parties to arbitrate pursuant to
this clause shall be specifically enforceable in accordance with, and shall be
conducted consistently with, the provisions of Title 9 of Part 3 of the
California Code of Civil Procedure. Any arbitration hereunder shall be conducted
in Visalia, California, unless otherwise agreed to by the parties.
10.3 Attorneys' Fees. In the event of any arbitration or litigation
concerning any controversy, claim or dispute between the parties hereto, arising
out of or relating to this Agreement or the breach hereof, or the interpretation
hereof, the prevailing party shall be entitled to recover from the losing party
reasonable expenses, attorney's fees and costs incurred in connection therewith
or in the enforcement or collection of any judgment or award rendered therein.
The "prevailing party" means the party determined by the arbitrator(s) or court,
as the case may be, to have most nearly prevailed, even if such party did not
prevail in all matters, not necessarily the one in whose favor a judgment is
rendered.
10.4. Notice. Any notice required or permitted of either the
Executive or the Bank 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 U.S. first class mail, registered or certified, postage
prepaid and return receipt requested, and addressed to the party at
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Exhibit 10.3
the address given below for the receipt of notices, or such changed address as
may be requested in writing by a party.
If to the Bank: Bank of Visalia
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Human Resources
If to the Executive: Xxxxxx X. Xxxxxx
0000 Xxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
10.5. Assignment. The Executive shall have no power or right to
transfer, assign, anticipate, hypothecate, modify or otherwise encumber any part
or all of the amounts payable hereunder, nor, prior to payment in accordance
with the terms of this Agreement, shall any portion of such amounts be: (i)
subject to seizure by any creditor of the Executive, by a proceeding at law or
in equity, for the payment of any debts, judgments, alimony or separate
maintenance obligations which may be owed by the Executive; or (ii) transferable
by operation of law in the event of bankruptcy, insolvency or otherwise. Any
such attempted assignment or transfer shall be void.
10.6. Binding Effect/Merger or Reorganization. This Agreement shall
be binding upon and inure to the benefit of the Executive and the Bank.
Accordingly, the Bank shall not merge or consolidate into or with another
corporation, or reorganize or sell substantially all of its assets to another
corporation, firm or person, unless and until such succeeding or continuing
corporation, firm or person agrees to assume and discharge the obligations of
the Bank under this Agreement. In the alternative, in the event that a holding
company is formed to own the Bank, it may agree to assume and discharge the
obligation of the Bank under this Agreement. Upon the occurrence of such event,
the term "Bank" as used in this Agreement shall be deemed to refer to such
surviving or successor firm, person, entity or corporation, or the holding
company. as the case may be.
10.7. Non-waiver. The failure of either party to enforce at any time
or for any period of time any one or more of the terms or conditions of this
Agreement shall not be a waiver of such term(s) or condition(s) or of that
party's right thereafter to enforce each and every term and condition of this
Agreement.
10.8. Partial Invalidity. If any terms, provision, covenant, or
condition of this Agreement is determined by an arbitrator or a court, as the
case may be, 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.
10.9. 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 including that certain agreement of even
effective date tha in its recitals states that the Executive has been serving
the Bank since October 6, 1995. This Agreement 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
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set forth herein, and that no other agreement, statement, or promise not
contained in this Agreement shall be valid or binding on either party.
10.10. Modifications. Any modification of this Agreement shall be
effective only if it is in writing and signed by each party or such party's
authorized representative.
10.11. Paragraph Headings. The paragraph headings used in this
Agreement are included solely for the convenience of the parties and shall not
affect or be used in connection with the interpretation of this Agreement.
10.12. No Strict Construction. The language used in this Agreement
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be applied against any
person.
10.13 Governing Law. The laws of the State of California, other than
those laws denominated choice of law rules, and where applicable, the rules and
regulations of the Board of Governors of the Federal Reserve System, Federal
Deposit Insurance Corporation, Office of the Comptroller of the Currency, or any
other regulatory agency or governmental authority having jurisdiction over the
Bank or the Holding Company, shall govern the validity, interpretation,
construction and effect of this Agreement.
IN WITNESS WHEREOF, the Bank and the Executive have executed this
Agreement on the date first above-written in the City of Visalia, California.
BANK EXECUTIVE
Bank of Visalia
By: Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxx
--------------------------- -------------------------------
Chairman of the Board Xxxxxx X. Xxxxxx
Executed on:_______________________ Executed on:________________________
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Exhibit 10.3
Schedule A
XXXXXX XXXXXX
Date of Birth: 6/30/1943
Hire Date: April-95
Normal Retirement Date: 3/31/2010*
Applicable Service
From To Percentage Service Cumulative age
---- -- ---------- ------- ---------- ---
April 1, 1995 February 29, 2000 0% 4.9 4.9
March 1, 2000 February 28, 2001 10% 1.0 5.9 57.7
March 1, 2001 February 28, 2002 20% 1.0 6.9 58.7
March 1, 2002 February 28, 2003 30% 1.0 7.9 59.7
March 1, 2003 February 29, 2004 40% 1.0 8.9 60.7
March 1, 2004 February 28, 2005 50% 1.0 9.9 61.7
March 1, 2005 February 28, 2006 60% 1.0 10.9 62.7
March 1, 2006 February 28, 2007 70% 1.0 11.9 63.7
March 1, 2007 February 29, 2008 80% 1.0 12.9 64.7
March 1, 2008 February 28, 2009 90% 1.0 13.9 65.7
March 1, 2009 February 28, 2010 100% 1.0 14.9 66.7
Xxxxx 0, 0000 Xxxxx 31, 2010 100% 0.1 15.0 66.8
*Normal Retirement Date is defined by paragraph 1.11 of the Agreement to
be the later of Executive's 65th birthday or the date on which he completes 15
years of service, unless he is terminated pursuant to Change in control - in
which circumstance the Normal Retirement Date is determined in accordance with
paragraph 5.4 of this Agreement.
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Exhibit 10.3
SCHEDULE B
EXECUTIVE BENEFITS
If the Executive elects Normal Retirement, or if the Executive's termination is
to be treated as Normal Retirement under the Agreement, The Employer shall pay
to the Executive pursuant to the Agreement during the Executive's lifetime, the
lesser of sixty-five percent (65%) of the average of the Executive's five
highest years of total W-2 compensation or an amount equal to One Hundred Two
Thousand Four Hundred Eighty Two dollars ($102, 482.00) per year.
If the Executive elects Early Retirement on or after his 65th birthday, He shall
be paid the Applicable Percentage of the Executive Benefit shown in the
following table that corresponds with the effective date of his Retirement:
Annual Executive
Age From To Benefit
--- ---- -- -------
65 June 30, 2007 February 29, 2008 94,436
65 March 1, 2008 February 28, 2009 98,213
65 March 1, 2009 February 28, 2010 102,142
65 March 1, 2010 March 31, 2010 102,482
For example, assume the Executive elects Early Retirement on October 1, 2008, at
age 65:
Executive Benefit $98,213
Applicable Percentage: .90 (multiplied by Applicable Percentage at 10/1/08)
-------
Adjusted benefit: $88,392 (equals Executive Benefit Payable)
If the Executive elects Early Retirement prior to his 65th birthday, the
Applicable Percentage of One Hundred Two Thousand Four Hundred Eighty Two
dollars ($102,482.00) shall be decreased by a percentage equal to five percent,
multiplied times the number of years between the Executive's age at Early
Retirement and the Executive's age on his Normal Retirement Date.
For Example, assume the Executive retires in his 64th year, on October 1, 2007,
thirty months before Normal Retirement Date, March 2010:
Target Benefit $102,482
Applicable Percentage: .80 (multiplied by Applicable Percentage at 10/1/07)
--------
Adjusted benefit: $ 81,986 (equal adjusted benefit)
Benefit reduction factor:: .875 (less 2.5 years X 5%, Early Retirement reduction)
--------
Eligible Benefit: $ 71,738
Annual Executive Benefits payable under the Agreement will be paid in twelve
(12) equal monthly installments, commencing 30 days after Executive's date of
termination. Executive Benefits, once commencing, shall continue until the death
of the Executive.
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