Exhibit 10.2
CHANGE IN CONTROL AGREEMENT
This Agreement ("Agreement") is made and entered into as of the 19th day of
August, 1996 between United Security Bank, N. A. ("Bank"), and Dennis R. Woods
(hereinafter referred to as "Executive").
WITNESSETH:
WHEREAS, Bank desires to provide Executive with severance compensation in the
event there is a change in control of Bank, and Executive desires severance
compensation in the event there is a change in control of Bank.
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. SEVERANCE PAYMENT
This Agreement shall not be terminated by the voluntary or involuntary
dissolution of Bank. Notwithstanding the foregoing, in the event proceedings for
liquidation of Bank are commenced by regulatory authorities, this Agreement and
all rights and benefits hereunder shall terminate.
In the event of any merger or consolidation where Bank is not the surviving or
resulting corporation, or upon transfer of all or substantially all of the
assets of Bank (any of these events shall be referred to as an "Acquisition"),
this Agreement shall continue and be in full force and effect. In the event of
an Acquisition, if (i) Executive is not retained by the resulting corporation
for a period of three years from the time of consummation of the Acquisition in
a position comparable to that of the highest executive vice president of the
resulting corporation or a position accepted by Executive or (ii) the resulting
corporation reduces Executive's base salary from Executive's base salary at the
closest time prior to the Acquisition by more than 10% at any time within three
years after the time of consummation of the Acquisition, then the resulting
corporation shall pay Executive a lump sum amount in cash equal to the sum of
(i) the last three (3) years of Executive's total compensation, inclusive of
Executive's base annual salary and bonus for such three year period and (ii) the
amount necessary to cover any "golden parachute taxes" that may be assessed
pursuant to Section 280G of the Internal Revenue Code of 1986, as amended from
time to time on such lump sum payment to Executive. The resulting corporation
may substitute a legal opinion of a major law firm acceptable to Executive that
states unequivocally that no "golden parachute taxes" will be assessed against
Executive in lieu of the payment of "golden parachute taxes" that may be
assessed against Executive. Such lump sum payment shall be paid within ten (10)
days of the date Executive's employment is terminated by the resulting
corporation or Executive leaves voluntarily because of (i) a change in
Executive's position with the resulting corporation such that Executive is no
longer in a position comparable to that of the highest level executive vice
president of the resulting corporation or a position accepted by Executive or
(ii) a reduction in Executive's base salary of more than 10% of Executive's base
salary at the closest time prior to the Acquisition. The lump sum payment shall
be considered to be in full and complete satisfaction of any and all rights
which Executive may enjoy other than rights, if any, to exercise any of the
stock options vested prior to such termination.
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2. TERM OF AGREEMENT
This Agreement shall be for a term of five (5) years from the date first above
stated ("Termination Date"). Such Termination Date may be amended or extended by
written agreement of the parties. This Agreement shall apply to any Acquisition
that is (i) consummated prior to the Termination Date provided that Executive is
employed by Bank at the date of public announcement of the Acquisition or (ii)
consummated at any time within one (1) year after the Termination Date, in the
event Executive's employment is terminated without cause by Bank prior to the
Termination Date and such termination is within twelve (12) months prior to the
date of consummation of an Acquisition that was announced within six (6) months
before or after the date of Executive's termination of employment with Bank.
3. APPLICABLE LAW
This Agreement is made and entered into in the State of California and the laws
of the State of California shall govern the validity and interpretation hereof,
and the performance of the parties hereto and their respective duties and
obligations hereunder, except to the extent that the provisions of federal law
are mandatorily applicable.
4. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties and it supersedes
any and all other agreements, either oral or in writing, between Executive and
Bank. 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. This Agreement may not be modified or
amended by oral agreement, but only by an agreement in writing signed by Bank
and Executive.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
UNITED SECURITY BANK, N.A.
By:
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Ronnie D. Miller, Vice Chairman
EXECUTIVE
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Dennis R. Woods
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