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EXHIBIT 10.25
EMPLOYMENT AGREEMENT
AGREEMENT made as of the day of , 1995, between Eldorado
Bank (hereinafter referred to as the "Employer"), and Richard Korsgaard,
(hereinafter referred to as the "Executive").
WITNESSETH:
WHEREAS, Employer on this date has consummated the acquisition of Mariners
Bancorp and Mariners Bank pursuant to an Agreement and Plan of Reorganization
dated May 22, 1995;
WHEREAS, Executive was President and Chief Executive Officer of Mariners
Bancorp and Mariners Bank and had an Employment Agreement dated July 1, 1991;
WHEREAS, Employer and Executive desire to terminate the Employment
Agreement dated July 1, 1991 and replace such Employment Agreement with this
Agreement;
WHEREAS, Employer is desirous of employing Executive in the capacity
hereinafter stated, and Executive is desirous of entering into the employ of
Employer in such capacity, for the period and on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and conditions herein contained, the parties hereto, intending to be
legally bound, do hereby agree as follows:
1. EMPLOYMENT
Employer hereby employs Executive as an Executive Vice President with the
responsibilities set forth in the job description attached hereto, and Executive
accepts the duties that are set forth in the job description attached and
accepts all other duties described herein, and agrees to discharge the same
faithfully and to the best of his ability and consistent with the highest and
best standards of the banking industry, in accordance with the policies of the
Board as established, and in compliance with all laws and the Employer's
Articles, Bylaws, Policies and Procedures. Executive shall devote his full
business time and attention to the business and affairs of Employer to which he
may be elected or appointed and shall perform the duties thereof to the best of
his ability. Except as permitted by the prior written consent of the Chief
Executive Officer or the Board of Directors, 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 Employer's interests. Executive shall perform such
other duties as shall be from time to time prescribed by the Chief Executive
Officer, President or the Board of Directors of Employer.
2. TERM
Employer hereby employs Executive and Executive hereby accepts employment
with Employer for the period of three (3) years (the "Term"), commencing with
the date of this Agreement, 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 Employer, whether for the period
provided above, or whether terminated earlier as hereinafter provided, or
extended by mutual agreement in writing by the Employer and Executive.
3. COMPENSATION
In consideration for all services to be rendered by Executive to Employer,
Employer agrees to pay Executive a starting base salary of one hundred
twenty-five thousand dollars ($125,000) per year, commencing at the date of this
Agreement. The Board of Directors may increase the base salary based on
Executive's performance and Employer's performance and profitability. Such
salary increases shall be within the sole discretion of the Board of Directors.
In addition, Executive may receive incentive compensation as the Chief
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Executive Officer or the Board of Directors, in its sole discretion, shall
determine. Executive's salary shall be paid monthly or semi-monthly, depending
on the policy of Employer. Employer shall deduct therefrom all taxes which may
be required to be deducted or withheld under any provision of the law
(including, but not limited to, social security payments and income tax
withholding) now in effect or which may become effective anytime during the term
of this Agreement.
Executive shall be entitled to participate in any and all other employee
benefits and plans that may be developed and adopted by the Employer and in
which all or substantially all of the employees of Employer are eligible to
participate.
4. REIMBURSEMENT
Employer agrees to provide Executive a monthly car allowance of six hundred
($600) dollars. All costs of such automobile, including operation, maintenance,
and insurance, shall be borne by Executive.
Employer further agrees to reimburse Executive for all ordinary and
necessary expenses incurred by Executive on behalf of Employer, including
entertainment, meals and travel expenses. Executive shall provide to Employer
records substantiating the business purpose of such expenses. Any costs incurred
by Executive for conventions, meetings and seminars will be reimbursed as well
as special social entertainment expenses, provided the Chief Executive Officer
or President of Employer approves such.
Employer agrees to pay this monthly member dues for Executive's membership
at the Pacific Golf and Country Club.
5. INSURANCE
Employer agrees to provide Executive with Employer's standard health and
life insurance benefits which is now or may hereinafter be in effect for those
persons who are Executive Vice Presidents of Employer.
6. VACATION
Executive shall be entitled to accrue up to four (4) weeks vacation during
each year of the Term with at least two (2) weeks to be taken in a consecutive
period. Vacation benefits shall not accrue above four weeks at any time. The
Board of Directors at its discretion may waive the provision with respect to
unused vacation time.
7. TERMINATION
Employer shall have the right to terminate this Agreement for any of the
following reasons by serving written notice upon Executive:
(a) Willful misconduct or criminal misfeasance in the performance of
Executive'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 Executive incapable of
performing his duties for a consecutive period of 360 days, or by
death;
(d) Determination by Employer's Board of Directors that the continued
employment of Executive is detrimental to the best interest of
Employer, or for any reason whatsoever 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, Executive will be paid one month's salary
calculated as of the date of Executive'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 Executive may enjoy under the
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terms of this Agreement other than rights, if any, to exercise any of the stock
options vested prior to such termination. The insurance benefits provided herein
shall be extended at Employer's sole cost for thirty (30) days following the
date of termination.
In the event this Agreement is terminated for any reasons specified in
paragraph (d), above, Executive shall be entitled to termination pay in the
amount of the greater of the balance payable under this Agreement or twelve (12)
months of the Executive'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
Executive 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, the insurance benefits provided
herein shall be extended at Employer's sole cost for six (6) months following
the date of termination.
Executive shall give sixty (60) days prior notice, in writing, to Employer
in the event Executive resigns or voluntarily terminates employment.
8. ACQUISITION OR DISSOLUTION OF EMPLOYER
This Agreement shall not be terminated by the voluntary or involuntary
dissolution of Employer. Notwithstanding the foregoing, in the event proceedings
for liquidation of Employer are commenced by regulatory authorities, this
Agreement and all rights and benefits hereunder shall terminate.
9. INDEMNIFICATION
To the extent permitted by law, Employer shall indemnify Executive who was
or is a party or is threatened to be made a party in any action brought by a
third party against the Executive (whether or not Employer is joined as a party
defendant) against expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with said action if Executive
acted in good faith and in a manner Executive reasonably believed to be in the
best interest of the Employer (and with respect to a criminal proceeding if
Executive had no reasonable cause to believe his conduct was unlawful), provided
that the alleged conduct of Executive arose out of and was within the course and
scope of his employment as an officer or employee of Employer.
10. RETURN OF DOCUMENTS
Executive expressly agrees that all manuals, documents, files, reports,
studies, instruments or other materials used or developed by Executive during
the Term are solely the property of Employer, and Executive has no right, title
or interest therein. Upon termination of this Agreement, Executive or
Executive's representatives shall promptly deliver possession of all of said
property to Employer in good condition.
11. NOTICES
Any notice, request, or demand, or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing, when deposited in the U.S. mail, postage prepaid, or when
communicated to a public telegraph company for transmittal, addressed to the
party at the address given at the beginning of this Agreement or at any other
address as Employer or Executive may designate to the other in writing.
12. BENEFIT OF AGREEMENT
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective executors, administrators, successors and
assigns.
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13. APPLICABLE LAW
This Agreement is to be governed by and construed under the laws of the
State of California.
14. 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.
15. INVALID PROVISIONS
Should any provisions 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 provisions eliminated.
16. ENTIRE AGREEMENT
This Agreement with the exception of the Executive Salary Continuation
Agreement dated , 1995 contains the entire agreement of the parties
and it supersedes any and all other agreements, either oral or in writing,
between the parties hereto with respect to the employment of Executive by
Employer. Each party to this Agreement acknowledges that no 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 embodied herein,
and that no other agreement, statement, or promise not contained in this
Agreement shall be valid or binding with the exception of the Executive Salary
Continuation Agreement. This Agreement may not be modified or amended by oral
agreement, but only by an agreement in writing signed by Employer and Executive.
Upon the execution of this Agreement, all other agreements regarding the
employment of Executive with Mariners Bancorp and Mariners Bank, with the
exception of the Executive Salary Continuation Agreement dated , 1995,
shall terminate and Employer shall have no liability.
17. CONFIDENTIALITY
This Agreement is to be held confidential. Breach of such confidentiality
by Executive will be subject to termination under the provisions of 7(a) of this
Agreement.
18. ARBITRATION
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 Employer 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"), presently located in
Santa Ana, California. 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"), presently located in Orange County, California, 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 Orange County, California, unless otherwise
agreed to by the parties.
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19. LEGAL COSTS
If either party commences an action against the other party arising out of
or in connection with this Agreement, the prevailing party shall be entitled to
have and recover from the losing party reasonable attorney's fees and costs of
suit.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
ELDORADO BANK
By /s/ J. B. CROWELL
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J. B. Crowell, Chairman
By /s/ RICHARD KORSGAARD
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Richard Korsgaard
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