Exhibit 10.17
RETIREMENT AGREEMENT
PARTIES: (1) DONALD H BRUEGMAN, hereinafter referred to
as Employee;
(2) CLOVIS COMMUNITY BANK, hereinafter
referred to as Employer.
In exchange for the promises made by Employer contained in this Agreement,
Employee has agreed to retire from Employer's service on May 31, 1998 but will
receive full payment through December 31, 1998.
1. EMPLOYEE RELEASE OF CLAIMS: Further, Employee represents he has not and
agrees not to bring or maintain any proceedings against Employer, its
agents, employees, officers or directors, under any grievance or
arbitration procedure, with any court or administrative agency, or in any
forum whatsoever, by reason of any change, claim, liability, or cause of
action, against Employer based upon facts known or unknown which may have
occurred on or before the effective date of Employee's retirement specified
hereinabove. Employee waives any rights under California Civil Code Section
1542 which states:
A general release does not extend to claims, which the
creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have
materially affected his settlement with the debtor.
2. AGE DISCRIMINATION IN EMPLOYMENT ACT WAIVER: Employee understands and
agrees that this Agreement applies to any and all claims for age
discrimination arising under state and federal law, including the federal
Age Discrimination in Employment Act of 1967. Employee understands that he
has until May 28, 1998, to sign this Agreement in consideration of payment
of the separation pay. This date is at least twenty-one (21) days after an
offer of separation pay was first made.
Employee also understands that Employee has seven (7) days from the date
this Agreement is signed in which to revoke this Agreement and that this
Agreement will not become effective until seven (7) days after this
Agreement is signed. If this Agreement is revoked by Employee, Employee
agrees to promptly return the Employer the full amount of any separation
pay received.
Employee acknowledges that Employee has been advised to consult with an
attorney before signing this Agreement.
3. EMPLOYER'S PROMISES: In exchange for the promises of Employee contained in
this Agreement, Employer agrees to:
(A) Record in Employee's personnel records a voluntary
retirement for personal reasons;
(B) Pay separation pay in the amount of $75, 000. To the
extent permitted by law, the parties agree that Employee
may direct that this amount be paid as salary so he can
put any or all of it into his deferred compensation plan.
Employee shall receive the $75,000 payment within 30 days
of the execution of this Agreement unless he elects to
receive the $75,000 prior to December 31, 1998 under some
other payment schedule.
(C) Employee shall receive full pay for the months of June
1998 through December 1998. Employee shall receive all
accrued benefits and pay as required by law upon
retirement.
(D) Employer will continue to pay Employee's health insurance
and related life insurance premiums for 18 months
commencing July 1, 1998.
(E) Employer will assign clear title to Employee of the car
presently driven by Employee. The transfer of title to be
solely at Employer's expense.
(F) Employee agrees to assist the new CEO and President as
requested in customer and staff dealings on a basis to be
determined by the CEO and President. Employee to be paid
$300.00 per day for all time Employee is requested to
perform work by the CEO and President or make himself
available as requested by the CEO and President during the
period July 1, 1998 through December 31, 1998.
(G) Employer will transfer ownership of the life insurance
policy on Employee to Employee. Employee agrees to
reimburse Employer the amount of the cash surrender value,
if any, the policy has at the time of transfer.
4. GERERAL TERMS: It is understood that this Agreement is a compromise
settlement of all potential claims by Employee, and this Agreement
expressly does not constitute an admission of liability on the part of
Employer or an admission directly or by implication that Employer has
violated any law, regulation, contractual right, or other obligation owed
to Employee.
To the extent documents are required to be executed by any of the parties
to effectuate this Agreement, each party hereto agrees to execute and
deliver such other and further documents as may be required to carry out
the terms of this Agreement.
Each party has had an opportunity to consult with counsel concerning the
execution of this Agreement, and each party shall bear its own attorneys'
fees, it any.
5. PRESS RELEASES: Employer and Employee agree to cooperate in the issuance
of joint press releases concerning Employee's retirement.
6. FURTHER COOPERATION: The parties agree that they will further cooperate
with each other to the extent permitted by law. For example, Employer is
currently involved in litigation in which Employee could be a primary
witness. Employee agrees to make himself available
as needed for Employer and Employer's counsel for purposes of that
litigation and any other similar matter. In accordance with Labor code
Section 2802, Employer agrees to continue to provide Employee with legal
defense of actions brought against Employee that arose out of Employee's
lawful and proper performance of his job duties.
7. EMPLOYEE'S RETIREMENT FROM BOARD OF DIRECTIORS: Employee has agreed to
retire from the Board of Directors and declines to be a nominee and will
not seek re-election as a director of the Bank, at the May 28, 1998 annual
stockholders meeting.
8. ARBITRATION OF DISPUTES: Any disputes between the parties regarding this
Agreement, the employment relationship that exists between the parties, or
any other dispute between the parties, shall be resolved through binding
arbitration. Any request for arbitration must be make in writing within 365
calendar days of the occurrence-giving rise to the dispute. The arbitrator
shall apply the substantive law (and the law of remedies, if applicable) in
the state in which the claim arose, or federal law, or both, as applicable
to the claim or claims asserted. It is the parties' intention that the
arbitrator's decision shall not be subject to judicial review except for
fraud or similar misconduct or unless an error appears on the face of the
award, or the award causes substantial injustice. Unless the arbitrator
orders otherwise, each party shall be responsible for compensating their
attorneys and witnesses and bearing any other costs incurred by them. THE
PARTIES ACKNOWLEDGE AND AGREE THEY ARE WAIVING THEIR RIGHT TO A COURT TRIAL
OR A JURY TRAIL.
9. ENTIRE AGREEMENT: This Agreement contains the entire understanding of the
parties with respect to the subject matter addressed herein. Any other oral
or written agreements entered into by the parties prior to the date of this
Agreement are revoked. No additions or modifications may be made to this
Agreement except in a separate writing duly signed by both Employee and
Employer.
10. SEVERABILITY: In the event that any provision hereof shall be held to be
invalid or unenforceable for any reason whatsoever, it is agreed such
invalidity or unenforceability shall not affect any other provision of this
Agreement and the remaining covenants, restrictions and provisions hereof
shall remain in full force and effect and any court of competent
jurisdiction may so modify the objectionable provision as to make it valid,
reasonable and enforceable.
11. PROTECTION OF TRADE SECRETS: Employee agrees that the names or addresses of
any employees or customers of Employer, the details or provisions of
employees or customers of Employer, the details or provisions of any
written or oral contracts or understanding between Employer and any third
party, potential business transactions, or the details of any financial or
statistical data, marketing plans, business secrets, training manual,
personnel records, employee data, form, technique, method or procedure of
Employer, used by or made available to Employee in the course of employment
and any other information constituting trade secrets or known as trade
secrets, are confidential trade secrets of Employer. Employee agrees that
he will not disclose directly or indirectly and such Employer trade
secrets. Employee further agrees that Employee will return to Employer all
documents of Employer, including any financial or statistical data,
employee lists, customer lists, advertising and promotional materials,
manuals and other books, papers documents or
data (including all copies thereof) belonging to or related to the
business of Employer which Employee may have in his possession or under
his control.
12. NON-COMPETITION AFTER EMPLOYMENT: For a period of two years immediately
after termination of Employee's employment with Employer, Employer will not
interfere with Employer's business by soliciting an employee to leave
Employer's employ, by inducing a consultant to sever the consultant's
relationship with Employer, or by soliciting business from any of
Employer's customers or clients. Except as provided herein, Employee may
act as a consultant to or be an employee of another business enterprise at
any tie after his retirement date.
/s/ Donald H. Bruegman 5-28-98
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DONALD H. BRUEGMAN DATE
CLOVIS COMMUNITY BANK
BY: /s/ Daniel N. Cunningham 5-28-98
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DANIEL N. CUNNINGHAM
Chairman, Compliance Committee