1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of this 3lst day of March 1995, by and between FOOTHILL INDEPENDENT BANK, a
California banking corporation (the "Bank"), and GEORGE E. LANGLEY ("Langley").
R E C I T A L S
A. Langley is currently, and for the past three years has been,
employed as President and Chief Executive Officer of the Bank under an
Employment Agreement dated as of April 1, 1992 (the "Prior Agreement").
B. The Bank desires to employ Langley as its President and Chief
Executive Officer an additional three year period beginning on April 1, 1995 and
continuing to and including March 31, 1998, and Langley desires to accept such
employment, pursuant to the terms and provisions of this Agreement which shall
supersede the Prior Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing premises and the
covenants and agreements of the parties hereinafter set forth, the parties
hereto agree as follows:
1. EMPLOYMENT
For the Employment Term, as hereinafter defined, the Bank
hereby agrees to employ Langley as President and Chief Executive Officer of the
Bank, and Langley hereby agrees to serve the Bank in such capacities. In this
connection, Langley agrees during the Employment Term (i) to devote
substantially all of his business time and energies to the business and affairs
of the Bank, (ii) to use his best efforts, skills, judgment and abilities to
diligently manage the Bank and promote the Bank's interests, (iii) to perform
loyally and conscientiously the services and acts customarily performed by a
president of an independent bank, and (iv) to perform such other services, in
the manner aforesaid, as the Board of Directors of the Bank may from time to
time assign to him; provided, however, that such services shall at all times be
commensurate with the duties of a president and chief executive of an
independent bank.
2. EMPLOYMENT TERM
(a) In General. The term of Langley's employment under this
Agreement (the "Employment Term") shall commence effective as of April 1, 1995
(the "Effective Date"), and shall continue until the earliest to occur of the
following: (i) the death of Langley; or (ii) termination of Langley's employment
by the Bank's Board of Directors for cause as defined in subsection (b) hereof,
or without cause; or (iii) Langley's resignation or retirement as permitted or
called for pursuant to Section 3(g) below, or (iv) March 31, 1998.
EXHIBIT 10.19
2
(b) Definition of "Cause". As used herein, the term "cause"
shall mean (i) Langley's willful and material breach or neglect of the duties or
of the obligations required of him expressly by the terms of this Agreement
which continues for thirty (30) days after the Board of Directors of the Bank
has given written notice to Langley of such breach or neglect stating with
specific particularity the nature thereof; or (ii) in the event Langley is
charged by any federal, state or local authority with an act of dishonesty, an
act involving public ridicule or moral turpitude, an act constituting a felony,
or narcotics addiction, or habitual intemperance, and Langley is either
convicted or enters a plea of guilty or nolo contendere with respect to any such
charge; or (iii) Langley's commission of fraud, embezzlement or
misappropriation, whether or not a criminal or civil charge is filed in
connection therewith; or (iv) a federal or state bank regulatory agency or court
of law issues an order the effect of which is to require Langley's employment or
association with the Bank to be terminated and such order has become final and
nonappealable.
(c) Renewal. Not later than October 31, 1997, the Bank and
Langley shall notify each other whether they desire to renew or extend this
Agreement and, if so, the parties shall endeavor to reach agreement on terms for
extending the Agreement beyond the expiration date hereof of March 31, 1998.
3. COMPENSATION
(a) Basic Salary. From and after the Effective Date and during
the Employment Term, Langley shall receive as basic compensation from the Bank
an annual salary of Two Hundred Thousand Dollars ($200,000), which shall be
payable each year in twenty-four (24) equal semi-monthly installments, each in
the amount of Eight Thousand Three Hundred Thirty-Three and 33/100 Dollars
($8,333.33), on the fifteenth (15th) and last days of each month, or, if any
such date falls on a holiday or weekend, the business day next preceding such
date.
(b) Adjustments to Basic Compensation. On April 1, 1996 (the
"Adjustment Date"), Langley's basic salary, as set forth in subsection 3(a)
above, shall be increased for and in the same proportion as the increase,
subsequent to March 31, 1995, in the Consumer Price Index for Urban Wage Earners
in the Los Angeles-Long Beach Area ("CPI"), but not to exceed twelve percent
(12%). On each succeeding anniversary of the Adjustment Date during the
Employment Term, the basic salary, as previously adjusted and in effect on the
day immediately preceding such anniversary date, shall be further increased for
and in the same proportion as the increase in the CPI during the immediately
preceding twelve (12) months, but not to exceed twelve percent (12%). In the
event publication of the CPI is discontinued during the Employment Term, the
parties shall utilize for purposes hereof such other index or indices as are
generally accepted in the business community as being the most equivalent index
or indices to the CPI. In addition, subject to the approval of its Board of
Directors, the Bank may further increase Langley's basic salary hereunder at any
time or times during the term of this Agreement.
(c) Incentive Plans and Bonuses. Langley shall be entitled to
participate fully and at a level commensurate with his position as President and
Chief Executive Officer of the
2
3
Bank in any incentive compensation, deferred compensation, profit sharing,
salary bonus, and stock option, stock purchase or stock ownership plan or plans
which may now exist or be adopted hereafter by the Bank or by Foothill
Independent Bancorp, which owns 100% of the Bank's Common Stock ("Bancorp"), or
any successor to the Bank or the Bancorp. Langley also may be awarded
discretionary bonuses by the Board of Directors of the Bank.
(d) Fringe Benefits. During the Employment Term, the Bank shall
(i) provide Langley with, and pay the premiums for, life, medical and disability
insurance policies, of the types and in the amounts set forth in Exhibit A
hereto, in which Langley shall be the named insured in the case of the life and
disability insurance and Langley and his dependents shall be the named insureds
under the medical insurance; (ii) furnish Langley other fringe benefits
customarily afforded to all executive officers of the Bank, including, but not
limited to, paid vacation, which in Langley's case shall be four (4) weeks each
calendar year during the Employment Term, and paid sick leave without the loss
of either salary or other compensation.
(e) Effect of Termination. If Langley's employment is
terminated due to the death of Mr. Langley, then, notwithstanding anything to
the contrary herein contained, Mr. Langley's spouse and dependent children shall
be entitled receive (i) all of Langley's salary that was accrued but unpaid as
of the date of his death, (ii) the bonuses and incentive compensation that
Langley would, but for such termination of employment, have received thereafter
for or in respect of services rendered by him to the Bank for periods prior to
such termination, but in no event less than the result obtained by multiplying
the amount of bonus or incentive compensation he received for services rendered
to the Bank in the year immediately preceding the year in which his death
occurred by the number of months that he served during the year of his death,
and (iii) until three (3) years after Mr. Langley's death, dependent coverage,
without charge, under the Bank's medical, dental and health insurance programs.
If this Agreement or Langley's employment is terminated prior to March 31, 1998
by the Bank, or any successor thereto, for any reason that does not constitute
cause (as cause is defined above), then, without limiting any other rights or
remedies Langley may have by reason of such termination, Langley shall be
entitled to receive (i) for each calendar year that ends during the period from
the effective date of such termination through December 31, 1997, the bonuses
and incentive compensation that Langley would, but for such termination, have
received for each of such years had he remained in the employ of the Bank to
March 31, 1998, but in no event shall the bonus and incentive compensation that
is payable for each of such calendar years be less than the bonuses and
incentive compensation that he earned for the calendar year immediately
preceding the calendar year in which such termination occurs, and (ii) until the
third (3rd) anniversary of the March 31st immediately preceding the date of such
termination, all salary and fringe benefits which he would have received under
this Agreement as and when the same would have become due hereunder had there
been no such termination and this Agreement had been continued in effect until
such third anniversary; and Langley shall have no obligation to seek other
employment or otherwise mitigate the obligations of the Bank hereunder or its
damages for wrongful termination. Accordingly, by way of example, if Langley's
employment were to be terminated by the Bank without cause on June 1, 1996, he
would be entitled to receive (i) the bonuses and any other incentive
compensation that he would have received for calendar year 1996 and calendar
year 1997 had he remained in the employ of the Bank through March
3
4
31, 1998, with such bonuses and incentive compensation to be payable at the same
times that they would have been paid had there been no such termination of his
employment, provided that if, by way of this example, the aggregate amount of
the bonuses and incentive compensation Langley received for 1995 were to have
been greater than the amount of the bonuses and incentive compensation that
would otherwise have been paid to Langley for calendar year 1996 or for calendar
year 1997 under the bonus and/or incentive compensation programs for such year,
then, he would receive, as his bonus and incentive compensation for such
calendar year, an amount equal to the aggregate amount of the bonuses and
incentive compensation he received for 1995, instead; and (ii) the base annual
salary and the fringe benefits he was receiving at the time of such termination,
for the three year period ending March 31, 1999, provided that during such three
year period his base annual salary shall be adjusted as provided in Section 3(b)
above.
(f) Changes in Control. If there occurs a change in the
ownership of a majority of the outstanding shares of the Bank or Bancorp,
whether as a result of a merger of the Bank or the Bancorp with another
corporation or bank, or a sale by the Bank or Bancorp of new shares, or a tender
offer for its existing shares or otherwise (a "Change in Ownership"), or there
occurs a sale or transfer of substantially all of the assets of the Bank or the
Bancorp (a "Sale of Assets"), and Langley resigns as the President and Chief
Executive Officer of the Bank within 12 months after the Change in Ownership or
Sale of Assets, then Langley shall be entitled to continue to receive, until the
date which is the first anniversary of such resignation, all salary and fringe
benefits which he would have received under this Agreement had there been no
such Change in Ownership or Sale of Assets and no such resignation and this
Agreement had remained in effect until such first anniversary, together with an
amount equal to the greater of (i) the bonuses and incentive compensation he
received from the Bank for services he rendered in the calendar year preceding
the Change in Ownership, or (ii) the bonuses and incentive compensation that he
would, but for such resignation, have received for such 12 month period
following his resignation under bonus and incentive plans in effect for officers
of the Bank during such 12-month period, and he shall have no obligation to seek
other employment or otherwise mitigate the obligations or liabilities of the
Bank hereunder. For purposes hereof, if Langley resigns from the Bank's employ
following a reduction in his compensation, a change in his position with the
Bank or a reduction in his authority after the occurrence of a Change in
Ownership or Sale of Assets, such resignation shall be deemed to be a
termination of his employment without cause and shall be governed by Section
3(e) above.
(g) Resignation and Termination with Cause. At any time during
the term of this Agreement, Langley may, effective on ninety (90) days prior
written notice to the Bank, elect to resign his employment with the Bank, except
that any resignation pursuant to Section 3(f) above shall be effective on thirty
(30) days' prior notice. In addition, the Bank may require Langley to resign in
the event of his disability, as hereinafter defined. Except in the case of a
resignation under Section 3(f) above, in the event of any voluntary resignation
by Langley, or a resignation required as a result of his disability, or in the
event of a termination of Mr. Langley's employment with cause (as cause is
defined in Section 2(b) above), all salary and bonuses for periods after the
effective date of such resignation shall cease. However, if and for so long as
Langley, during the period ending on the later of March 31, 1998, or the first
anniversary of the effective date of such resignation or termination with cause,
refrains from accepting employment
4
5
from, and from providing consulting or advisory services to, any competing
banking or depository institution (as defined hereinafter), then, for such
period (i) Langley, his spouse and dependent children shall be entitled to
participate, without charge, in all life, medical, dental and disability
insurance programs of the Bank or Bancorp in which they were participating at
the time notice of such resignation was given by Langley to the Bank or
Langley's employment was terminated for cause; and (ii) only in the event of a
resignation to which this Section 3 (g) applies, Langley shall continue to be
entitled to use the automobile referenced in subsection 4(a) below, without
charge. As used herein, the term "disability" shall mean a physical or mental
illness or other physical or mental condition which to a significant and
substantial extent prevents Langley from performing his duties hereunder for a
period of one hundred eighty (180) consecutive days. For purposes hereof, a
competing bank or depository institution shall mean any bank, savings and loan
association, thrift and loan company or credit union that operates a full
service office, at which it makes loans and accepts deposits, located within a
40-mile radius of any banking office being operated by the Bank at the time such
resignation or termination for cause becomes effective.
4. BUSINESS RELATED REQUIREMENTS
(a) In order to enable Langley to adequately perform his duties
as President and Chief Executive Officer of the Bank, which shall include, but
shall not be limited to, representation of the Bank at business, civic and
social functions and meetings in Southern California, the Bank shall furnish
Langley, and Langley shall have the right to exclusive use of, the automobile
described in Exhibit B hereto and the Bank shall pay for all expenses associated
with or arising from such use during the term hereof, including insurance,
gasoline and maintenance costs.
(b) The Bank will promptly reimburse Langley for all reasonable
business expenses incurred by him in promoting the business of the Bank,
including expenditures for business promotion, entertainment and travel,
provided that Langley furnishes to the Bank adequate records and other
documentary evidence of such costs.
5. OBLIGATIONS OF LANGLEY
In addition to performing the duties and obligations enumerated
elsewhere herein, Langley agrees as follows:
(a) Non-Competition. During the term of this Agreement, Langley
shall not, directly or indirectly, either as an employee, employer, consultant,
agent, principal, partner, stockholder, corporate officer, director or in any
other individual or representative capacity, engage or participate in any
business that is in competition in any manner whatsoever with the business of
the Bank.
(b) Trade Secrets. Langley, during the term of employment under
this Agreement, will have access to and become acquainted with various trade
secrets consisting of devices, secret inventions, processes and compilations of
information, records and specifications
5
6
which are owned by the Bank and which are regularly used in the operation of the
business of the Bank. Langley shall not disclose any of the aforesaid trade
secrets, directly or indirectly, or use them in any way, either during the term
of this Agreement or any time thereafter, except as required in the course of
his employment hereunder. All files, records, documents, drawings,
specifications, equipment and similar items relating to the business of the
Bank, whether prepared by Langley or otherwise coming into his possession, shall
remain the exclusive property of the Bank.
6. REMEDIES
(a) Unique Character of Langley's Service. Langley recognizes
and acknowledges that the services to be rendered by him to the Bank are of a
special and unique character, that the Bank has made a substantial investment in
the business with which Langley has been and will be involved, and that the
restrictions on Langley's activities as contained in this Agreement are required
for the Bank's reasonable protection. Langley agrees that, in the event of a
breach of this Agreement by Langley, the Bank, in addition to any other rights
or remedies it may possess hereunder, will be entitled, if it so elects, to
institute and prosecute proceedings in equity and to obtain injunctive relief to
enjoin Langley from engaging in any activity in violation hereof, and to
initiate and prosecute proceedings at law in order to recover damages sustained
by the Bank as a result of any such violation or breach of this Agreement by
Langley.
(b) Non-Waiver. Failure on the part of either party to complain
of any action or non-action, breach or default on the part of the other, no
matter how long the same may continue, shall never be deemed to be a waiver by
such party of any of his or its rights or remedies hereunder, at law or in
equity. Further, it is covenanted and agreed that a waiver at any time of any
provision hereof shall not be construed as a waiver at any subsequent time of
the same provision.
(c) Cumulation of Remedies. Any and all remedies herein
expressly conferred upon any party to this Agreement shall be deemed cumulative
with, and not exclusive of, any other remedy conferred hereby or by any law, and
the exercise of any one remedy shall not preclude the exercise of any other
remedy.
7. GENERAL PROVISIONS
(a) Notice. Any and all notices or demands in connection with
this Agreement ("notice") shall be in writing served either personally, by
certified mail, return receipt requested, or by telegraph at the addresses
specified hereinbelow or at such other addresses as the parties hereto shall
from time to time designate in writing. If any notice is mailed, service shall
be conclusively deemed made forty-eight (48) hours after the deposit thereof in
the United States mail, postage prepaid, addressed pursuant to the provisions of
this Subsection 7(a). If served by telegraph, service shall be conclusively
deemed made at the time that the telegraphic agency shall confirm to the sender
delivery thereof to the addressee. Addresses for notices are as follows:
6
7
If to the Bank:
Foothill Independent Bank
510 South Grand Avenue
Glendora, California 91741
Attention: Chairman of the Board of Directors
If to Langley:
To Mr. George E. Langley's principal residence, the
address of which is set forth in the Bank's employment
records.
Either party may change his or its address for purposes hereof by giving notice
thereof to the other party in the manner hereinabove provided.
(b) Entire Agreement. This Agreement constitutes the entire
agreement between the parties pertaining to the subject matter hereof, fully
supersedes any and all prior agreements or understandings between the parties
pertaining to the subject matter hereof and no changes in, additions to or
modifications of this Agreement shall be valid unless set forth in writing and
signed by each of the parties. This Agreement, however, does not supersede (i)
any agreements that the Bank or the Bancorp has entered into with Langley
pursuant to any stock option or any incentive or bonus compensation or other
employee benefit plans or programs maintained by the Bank or Bancorp or (ii)
that certain Indemnification Agreement between the Bancorp and Langley entered
into in August 1988.
(c) Assignability; Parties in Interest. This Agreement is
personal in nature and may not be assigned or transferred, whether voluntarily
or by operation of law. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors, heirs and assigns.
(d) Captions. The captions used in this Agreement are intended
solely for convenience of reference and shall not be deemed in any manner to
amplify, limit, modify or otherwise be used in the construction or
interpretation of, any of the provisions hereof.
(e) Gender. As used in this Agreement, the masculine, feminine
or neuter gender, and the singular or plural number, shall be deemed to include
the others whenever the context so indicates or requires.
(f) Severability. Any provisions of this Agreement which may be
prohibited by law or otherwise held invalid shall be ineffective only to the
extent of such prohibition or invalidity and shall not invalidate or otherwise
render ineffective the remaining provisions of this Agreement.
(g) Legal Action and Fees. In the event of any controversy,
claim or dispute between the parties hereto arising out of or relating to this
Agreement, the prevailing party shall
7
8
be entitled to recover its or his reasonable expenses, including, but not by way
of limitation, reasonable attorneys' fees, from the non-prevailing party.
(h) Governing Law. This Agreement, including, but not by way of
limitation, its existence, validity, construction and operational effect, and
the rights of each of the parties hereto shall be determined in accordance with
the laws of the State of California.
(i) Duplicate Originals. This Agreement may be fully executed
in any number of duplicate originals, all of which shall be considered one and
the same Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first above written.
FOOTHILL INDEPENDENT BANK
By: /s/William V. Landecena
-------------------------------
WILLIAM V. LANDECENA
/s/George E. Langley
-------------------------------
GEORGE E. LANGLEY
8