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EXHIBIT 10.24
EMPLOYMENT AGREEMENT
This Employment Agreement (sometimes referred to as this "Agreement") is
dated September 25, 1991 between ELDORADO BANK ("Employer") and David Brown
("Employee") to which ELDORADO BANCORP is a party.
RECITALS
A. Employer desires to retain Employee in the full-time employ of Employer
as the Executive Vice President and Chief Financial Officer of the Employer for
a fixed term and to provide hereby the terms of that employment;
B. Employee has advised Employer of his willingness to continue to act in
a full-time capacity as the Executive Vice President and Chief Financial Officer
of Employer for the term provided herein;
NOW, THEREFORE, in consideration of the foregoing Recitals, and the terms,
conditions and covenants contained herein, it is agreed as follows:
1. Employment. Employer hereby employs Employee and Employee hereby
accepts this employment and agrees to exercise and perform faithfully,
exclusively, and to the best of his ability on behalf of Employer the powers and
duties customarily exercised and performed by its Executive Vice President and
Chief Financial Officer on the terms and conditions set forth herein. Employee
acknowledges and agrees that he is hereby also making a moral commitment to
honor this Agreement and to further the Employer's best interests during the
full term of this Agreement.
2. Employee's Services and Duties.
2.1 During the term hereof, Employee shall:
(a) Observe and conform to the policies and directions promulgated by
Employer's Board of Directors from time to time;
(b) Assume and perform those duties customarily performed by the Chief
Financial Officer of a bank, including general executive duties and other
powers and duties pertaining by law, regulations, or practice to the office
of Chief Financial Officer, or otherwise imposed by the Bylaws of Employer;
and
(c) Serve as a full-time employee, and devote his ability and
attention to the business of Employers during the term of this Agreement,
and neither directly nor indirectly render any services of a business,
commercial, or professional nature, whether as employee, partner, officer,
director or shareholder, to any other person, firm, corporation or
organization which in any manner competes with Employer, whether for
compensation or otherwise, nor engage in any activity which is adverse to
the Employers' business or welfare, without the prior written consent of
Employer.
The precise services to be performed by Employee may be extended or
curtailed, from time to time, at the discretion of the Board of Directors
of Employer, provided such services shall at all times be of the nature
customarily performed by the Chief Financial Officer or Executive Vice
President of a bank.
2.2 Nothing contained herein shall be construed to prevent Employee from
investing his assets in any form or manner, or supervising these investments,
provided that such investment-related activities do not, in any manner nor for
any significant amount of time, interfere with his performance of services on
behalf of Employer, and provided further the Employee shall not acquire any
direct or indirect ownership interest in any bank or financial institution,
other than Employer, where such ownership interest exceeds one percent of the
total ownership interests in such financial institution. However, employee
ownership restrictions in any bank or financial institution other than Employer
shall only apply to banks or financial institutions that are located within the
service areas of any of Employer's offices and are in direct competition with
Employer.
3. Term. The term of Employee's employment by Employer pursuant to this
Agreement shall be for a period commencing on the date of this Agreement (the
"Effective Date") and termination on December 31, 1995, subject to earlier
termination as hereinafter provided.
4. Compensation and Other Benefits. As compensation, in full, for the
services to be rendered by Employee hereunder, Employer shall pay and the
Employee shall accept the following compensation:
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(a) Employer shall continue Employee's base salary at the existing level
until December 31, 1991. On January 1, 1992 Employer shall pay to Employee a
salary of $95,000 for the first year commencing on January 1, 1992, payable in
equal semi-monthly installments, less usual withholding deductions, during the
term hereof. Employer shall evaluate Employees base salary each calendar year
and any adjustment to such base salary shall be the sole discretion of Employer.
(b) Employer shall provide Employee with an automobile allowance of $700
per month for the term of this Agreement.
(c) As additional compensation, Employee shall be entitled to participate
in the Eldorado Bancorp Officer and Staff Profit Sharing Incentive Plan and the
Eldorado Bank Deferred Compensation Plan.
(d) During the term of Employee's employment under this Agreement, Employee
shall be entitled to receive all other benefits of employment made available to
other employees of Employer, including participation in profit-sharing plans,
(specifically the Employee Stock Ownership Plan and 401(k) Plan) and life,
health and accident insurance benefits in the form, kind and amount made
available under group insurance coverage to employees of Employer plus executive
officers insurance coverage. Employee shall be entitled to term life insurance
coverage in the amount of $400,000 for the term of this Agreement.
5. Expenses. Employee is authorized to incur reasonable expenses for
promoting the business of Employers as customary for a Chief Financial Officer
of similar employers. Employers shall provide Employer with adequate records of
all expenses incurred by Employee under this paragraph.
6. Vacations. Employee shall be entitled to vacation benefits of five
weeks for each calendar year of this Agreement.
7. Termination Prior to Expiration of Term.
7.1 Termination by Employer for Cause. Employer, by vote or written
approval of the Board of Directors duly taken in accordance with the law and the
Employer's Bylaws, may terminate this Agreement immediately, at which time all
obligations and liability of Employer under this Agreement shall cease (except
as to benefits then accrued), upon determination in good faith that Employee (i)
has been adjudged guilty of a felony or a misdemeanor involving moral turpitude
by a court of competent jurisdiction; (ii) has committed any act which would
cause termination of coverage under the Employer's Bankers' Blanket Bond as to
Employee (as distinguished from termination of coverage as to the Employer as a
whole); (iii) was involved in criminal misfeasance or willful misconduct in the
performance of his duties; or (iv) Employee breaches this Agreement or
Employer's Code of Conduct.
7.2 Termination by Employer Without Cause. Employer, by vote or written
approval of the Board of Directors duly taken in accordance with the law and
Employer's Bylaws, may terminate this Agreement and rights hereunder, without
cause or any reason whatsoever, upon a lump sum cash payment to Employee in the
amount equal to six (6) months of Employee's then base salary. Upon such payment
all obligations and liability of Employer under this Agreement shall cease,
except as to Employees' accrued benefits to the date of termination. Any pay in
lieu of vacation accrued to Employee, but not taken as of the date of
termination, will be deemed included in the termination pay. In the event of
termination under this paragraph 7.2, insurance benefits provided to Employee by
Employer shall be extended to Employee as provided under federal law. All
remaining obligations and liability of Employer under this Agreement shall cease
at the date of termination, except as to benefits then accrued.
7.3 Acquisition or Dissolution of Employer. This Agreement shall not be
terminated by the voluntary or involuntary dissolution of Employer or by any
merger or consolidation where Employer is not the surviving or resulting
corporation, or upon any transfer of all or substantially all of the assets of
Employer. In the event of any such merger, consolidation or transfer of assets,
the provisions of this Agreement shall be binding upon and inure to the benefit
of the surviving or resulting corporation or the corporation to which such
assets shall be transferred.
Notwithstanding the foregoing, in the event proceedings for liquidation of
Employer is commenced by regulatory authorities, this Agreement and all rights
and benefits hereunder shall terminate. However,
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Employee will have the sole option to demand and receive the lesser of (i) six
(6) months salary based upon the salary being paid to Employee at the time of
such termination, or (ii) the balance payable under this Agreement.
7.4 Disability of Employee. If Employee becomes disabled during the term
of this Agreement and such disability continues for a period of six (6) months
out of any six (6) month period, Employer may, at its option, after the
expiration of such six month period, terminate this Agreement by giving written
notice to Employee. While Employee is disabled, Employer shall pay to Employee
100 percent of the monthly salary installments as provided in paragraph 4, but
such installments shall be reduced by all amounts paid to Employee on account of
disability insurance, worker's compensation or social security payments made to
Employee arising out of his disability other than medical, hospital or similar
health insurance; provided, however, that such payments by Employer shall cease
upon the earlier of (a) the expiration of the term of this Agreement, (b) the
earlier termination of this Agreement pursuant to its provisions, or (c) the
continuation of Employee's disability for a period of six (6) months. For the
purpose of this Agreement, the term "disabled" shall be defined as Employee's
inability, through physical or mental illness or other cause, to perform normal
and customary duties which he is required to perform under this Agreement. In
determining whether Employee is disabled, Employer may rely upon the written
statement provided by a licensed physician acceptable to Employer. Employee
shall allow himself to be examined from time to time by any licensed physician
selected by Employer and agreed to by Employee. All such examinations will be
conducted within a reasonable time period.
7.5 Resignation by Employee to Take a Position Elsewhere. Upon the
receipt by Employer of a written resignation of Employee, this Agreement and the
rights hereunder shall terminate and the obligations and liability of Employer
under this Agreement shall cease except as to Employee's benefits accrued to the
date of resignation. Employee agrees to provide Employer at least sixty days
prior written notification of such resignation, which period can be shortened at
the sole right of Employer.
7.6 Miscellaneous Provisions Regarding Termination.
(a) If this Agreement is terminated before the end of its term, Employee
shall be entitled to the compensation earned by him up to the date of
termination, and Employer and Employee shall have no further obligation to each
other. All other benefits specifically provided for in this Agreement to which
Employee is entitled shall cease as of the date of termination (except as
provided in paragraph 7.2).
(b) The paragraphs in this Agreement providing for Employer's right to
terminate this Agreement shall be interpreted wholly independent from and
without reference to one another and shall not be construed to impair or in any
manner limit Employer's right to otherwise terminate this Agreement for valid
cause pursuant to the laws of the State of California.
(c) Any written notice to be given to Employee by Employer may be given
either by personal delivery to Employee, or by mail, registered or certified,
postage prepaid with return receipt requested, addressed to Employee at his then
current residence.
Employee may exercise Employees' rights to exercise any stock options
vested prior to termination or resignation, if any, and as provided in a Stock
Option Plan and Stock Option Agreement to which Employee is a party.
8. Payments Upon Merger, Acquisition or Dissolution of Employer. In the
event of any merger, acquisition, consolidation or transfer of assets where the
Employer is not the surviving or resulting corporation, or where 50% or more of
an Eldorado Bancorp's shares are converted into cash or other securities, and
the Employee is subsequently terminated pursuant to paragraph 7.2 above prior to
the end of this Agreement, the surviving or resulting corporation shall pay the
Employee a cash lump sum payment equal to six (6) months of Employee's then base
salary.
9. Death During Employment. If Employee dies during the term of this
employment, Employer shall pay to the estate of Employee the compensation and
other rights hereunder which would otherwise be payable
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to Employee up to the end of the following month in which his death occurs, and
Employer shall have no further obligations or liability under this Agreement
(except as to benefits then accrued).
10. Assignment. This Agreement shall be binding upon and inure to the
benefit of Employer, it successors and assigns. Employee may not assign all or
any part of his interest under this Agreement without the prior written consent
of Employers.
11. Receipt of Agreement. Each of the parties hereto acknowledges that he
or it 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.
12. California Law. This Agreement is to be governed by and construed
under the laws of the State of California except to the extent that any federal
law regulating banks may apply.
13. 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.
14. Invalid Provisions. Should any part of this Agreement for any reason
be declared invalid, the validity and binding effect of any remaining portion
shall not be affected, and the remaining portion of this Agreement shall remain
in force and effect as if this Agreement had been executed with the invalid
provisions eliminated.
15. Entire Agreement. This Agreement contains the entire Agreement
between the parties with respect to the employment of Employee by Employers and
supersedes all prior and contemporaneous agreements, representations and
understandings of the parties. No modification, amendment or waiver of any of
the provisions of this Agreement shall be effective unless in writing
specifically referring hereto and signed by both parties.
16. Waiver of Breach. The failure to enforce at any time any of the
provisions of this Agreement, or to require at any time performance by the other
party of any of the provisions hereof, shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Agreement or
any part hereof or the right of either party thereafter to enforce each and
every provision in accordance with the terms of this Agreement.
17. Indemnification. At or prior to the effective date of this Agreement,
Eldorado Bancorp shall enter into an Indemnification Agreement with Employee in
the form approved by Eldorado Bancorp shareholders in 1988.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year hereinbefore set forth.
/s/ DAVID BROWN
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David Brown
ELDORADO BANK
By: /s/ J. B. CROWELL
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J. B. Crowell
ELDORADO BANCORP
By: /s/ J. B. CROWELL
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J. B. Crowell
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