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EXHIBIT 10.20
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of this 30th day of September 1997, 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
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A. Langley is currently, and for the past approximately seven (7) years
has been, employed as President and Chief Executive Officer of the Bank.
Currently, such employment is under an employment agreement dated March 31, 1995
which is scheduled to expire on March 31, 1998, (the "Prior Agreement").
B. The Bank desires to retain Langley as its President and Chief
Executive Officer beyond March 31, 1998 and, in order to do so is willing to
enter into this Agreement at this time to employ for Langley an additional 3
year period beginning on October 1, 1997 and continuing to and including
September 30, 2000, and Langley desires to accept such employment, pursuant to
the terms and provisions of this Agreement which shall supersede the Prior
Agreement effective on the date hereof.
A G R E E M E N T
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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 October 1, 1997
(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) September 30,
2000.
(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
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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 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 March 31, 2000 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 September 30, 2000 expiration date hereof.
3. COMPENSATION
(a) Base Salary. From and after the Effective Date and during the
Employment Term, Langley shall receive as base compensation from the Bank an
annual salary of Two Hundred Forty-Four Thousand Dollars ($244,000), which shall
be payable each year in twenty-four (24) equal semi-monthly installments, each
in the amount of Ten Thousand One Hundred Sixty Six and 66/100 Dollars
($10,166.66), 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 Base Compensation. On October 1, 1998 (the
"Adjustment Date"), Langley's base salary, as set forth in subsection 3(a)
above, shall be increased for and in the same proportion as the increase,
subsequent to September 30, 1997 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, Langley's base annual 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 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.
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(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 due to Death or without Cause.
(i) 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 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 a fraction, the numerator of which
shall be the number of months that he served during the year of his
death (rounded up to the number of whole months) and the denominator of
which shall be twelve (12), and (iii) continuing until the third (3rd)
anniversary of Mr. Langley's death, dependent coverage, without charge,
under the Bank's medical, dental and health insurance programs.
(ii) If this Agreement or Langley's employment is
terminated prior to September 30, 2000 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, then, (A) Langley shall
be entitled to receive during the period from the effective date of such
termination through the third (3rd) anniversary of the September 30
immediately following the effective date of such termination (the
"Severance Period"), the salary and the bonuses and incentive
compensation that Langley would, but for such termination, have received
during the Severance Period had he remained in the employ of the Bank
throughout the Severance Period, 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 (B) Langley and his spouse shall be entitled to
continue to participate in the fringe benefit plans and programs in
which they were entitled to participate immediately prior to such
termination, without charge to them and at the sole expense of the Bank,
for a period beginning on the effective date of such termination of
employment and ending on the third (3rd) anniversary of the month
immediately following the effective date of such termination (the
"Post-Termination Benefit Period"), provided, however, that the
participation of Langley and his spouse in the Bank's health, dental and
vision insurance plan shall continue until the later of the last day of
the Post-Termination Benefit Period or Mr. Langley's 65th birthday; 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. Should participation not be allowed in the
Company's medical, dental
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and vision plans by any of the current carriers of group coverage,
sufficient financial resources will be provided, each year, for Langley
to obtain coverage equal to that which was available to him, under the
group plan, prior to the termination of his employment. Notwithstanding
the foregoing, however, if Langley does obtain employment subsequent to
any termination of his employment by the Bank, if and to the extent he
and his spouse become eligible to receive comparable fringe benefits, on
substantially similar terms from the subsequent employer, then, his
right and that of his spouse to continue to participate in the
corresponding fringe benefit plans or programs provided by the Bank
shall thereupon cease.
(f) Change of Ownership. Concurrently herewith, Langley, the
Bancorp and the Bank are entering into a Severance Agreement of even date
herewith, a copy of which is attached hereto as Exhibit C (the "Severance
Agreement"), which sets forth the rights of Langley and the respective
obligations of the Bancorp and the Bank upon the occurrence of any of the events
or circumstances set forth in such Severance Agreement. The provisions of the
Severance Agreement, and not this Agreement, shall govern in the event of a
termination of Langley's employment or his resignation of employment which is
covered by the provisions of the Severance Agreement.
(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 the Severance Agreement shall be effective as
provided therein. 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 covered by the Severance Agreement, 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 September 30, 2000 or
the first anniversary of the effective date of such resignation or termination
with Cause, refrains from accepting employment from, and from providing
consulting or advisory services to, any competing banking or depository
institution (as defined hereinafter), then, for such period (i) Langley and his
spouse shall be entitled to participate, without charge to them and at the
Bank's sole cost and expense, in all life, medical, dental, vision 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
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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 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
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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:
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, together with the Severance
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 of this
Agreement and the Severance Agreement 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. Neither this Agreement nor the Severance
Agreement, however, supersedes (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, except that this Agreement may be assigned voluntarily,
in connection with a sale of all or substantially all of the assets
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and the business of the Bank as an entirety, to the purchaser of such assets and
business or by operation of law in connection with a merger of the Bank with and
into another corporation in which the Bank is not the surviving company in such
merger, provided that in each such case, the assignee expressly agrees to assume
and to perform fully and faithfully the obligations of the Bank under this
Agreement and the obligations of the Bank under the Severance Compensation
Agreement. 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 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.
THE BANK: FOOTHILL INDEPENDENT BANK
By: /s/William V. Landecena
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WILLIAM V. LANDECENA, Chairman
LANGLEY:
/s/George E. Langley
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GEORGE E. LANGLEY
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