EXECUTIVE SALARY CONTINUATION AGREEMENT
COAST COMMERCIAL BANK
This Agreement, made and entered into this nineteenth day of September, 1992, by
and between Coast Commercial Bank, a corporation organized and existing under
the laws of the State of California (hereinafter called the Corporation), and
David V. Heald (hereinafter called the Executive).
WITNESSETH:
WHEREAS, the Executive is in the employ of the Corporation serving as its
Executive Vice President;
WHEREAS, the experience of the Executive, his knowledge of the affairs of the
Corporation, his reputation and contacts in the industry are so valuable that
assurance of his continued service is essential for the future growth of the
Corporation to arrange terms of continued employment for the Executive so as to
reasonably assure his remaining in the Corporation's employment during his
lifetime or until the age of retirement; and
WHEREAS, it is the desire of the Corporation that his services be retained as
herein provided; and
WHEREAS, the Executive is willing to continue in the employ of the Corporation
provided the Corporation agrees to pay him or his beneficiaries certain benefits
in accordance with the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the services to be performed in the future
as well as the mutual promises and covenants herein contained, it is agreed as
follows:
ARTICLE 1
1.1) Beneficiary - The term Beneficiary shall mean the person or persons whom
the Executive shall designate in writing to receive the benefits provided
hereunder.
1.2) Disability - The term Disability shall mean an inability to substantially
perform the usual and regular duties performed by the Executive as an employee
of the Corporation. Such disability may be caused by either illness or injury
and includes mental disabilities. For purposes of this Agreement the
determination of the Executive's disability shall be made solely by the Board of
Directors of the Corporation without participation by the alleged disabled
Executive. Such a
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determination by the Board of Directors shall be final and conclusive on all
parties hereto.
1.3) Named Fiduciary and Plan Administrator - The Named Fiduciary and Plan
Administrator of this plan shall be the Corporation.
ARTICLE 2
2.1) Employment - The Corporation agrees to employ the Executive in such
capacity as the Corporation may from time to time determine. The Executive will
continue in the employ of the Corporation in such capacity and with such duties
and responsibilities as may be assigned to him, and with such compensation as
may be determined from time to time by the Board of Directors of the
Corporation.
2.2) Full Efforts - The Executive agrees to devote his full time and attention
exclusively to the business and affairs of the Corporation, except during
vacation periods, and to use his best efforts to furnish faithful and
satisfactory services to the Corporation.
2.3) Fringe Benefit - The salary continuation benefits provided by this
Agreement are granted by the Corporation as a fringe benefit to the Executive
and are not part of any salary reduction plan or any arrangement deferring a
bonus or a salary increase. The Executive has no option to take any current
payment or bonus in lieu of these salary continuation benefits.
ARTICLE 3
3.1) Retirement - If the Executive shall continue in the employment of the
Corporation until he attains the age of sixty-five (65), he may retire from
active daily employment as of the first day of the month next following
attainment of age sixty-five (65) or upon such later date as may be mutually
agreed upon by the Executive and the Corporation. The Executive will be allowed
the option of early retirement on or after attaining the age of fifty-five (55).
3.2) Payment - The Corporation agrees that upon such retirement it will pay to
the Executive the annual sum of Fifty Thousand Dollars ($50,000), per annum,
payable monthly on the first day of each month following such retirement for a
period fifteen (15) years or one hundred and eighty (180) months; subject to the
conditions and limitations hereinafter set forth. The Fifty Thousand Dollars
($50,000.00) annual payment amount may be adjusted as of the first year in which
it is to be paid to reflect changes in the federally determined cost-of-living
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index. However, the Corporation is not obligated hereunder to make any such
adjustment.
If the Executive elects an early retirement after fifty-five (55) and prior to
age sixty-five (65), the payment shall be reduced by two percent (2%) per year
for each year such retirement precedes his attaining age sixty-five (65) and
payments shall be limited to the vested portion of the Exhibit "A" benefit.
3.3) Death After Retirement - The Corporation agrees that if the Executive
shall so retire, but shall die before receiving the fully amount of payments to
which he is entitled hereunder, it will continue to make such payments to the
Executive's designated Beneficiary on a monthly basis, for the remaining period.
If a valid Beneficiary Designation is not in effect, the payments shall be made
to the Executive's surviving spouse, or if none, said payments shall be made to
the duly qualified personal representative, executor or administrator of his
estate.
ARTICLE 4
4.1) Death Prior to Retirement - In the event the Executive should die while
actively employed by the Corporation at any time after the date of this
Agreement but prior to this attaining the age of sixty-five (65) years, the
Corporation will pay the annual sum of Fifty Thousand Dollars ($50,000.00) per
year, to the Executive's designated Beneficiary in equal monthly installments
for a period of one hundred eighty (180) months. If a valued Beneficiary
Designation is not in effect, the payments shall be made to the Executive's
surviving spouse or, if none, said payments shall be made to the duly qualified
personal representative, executor or administrator of his estate. The said
monthly payments shall begin the first day of the month following the month of
the decease of the Executive. Provided, however, that anything hereinabove to
the contrary notwithstanding, no death benefit shall be payable hereunder if it
is determined that the Executive's death was caused by suicide on or before
November 1, 1992.
4.2) Disability Prior to Retirement - In the event the Executive should become
disabled while actively employed by the Corporation at any time after the date
of this Agreement but prior to his attaining the age of sixty-five (65) years,
the Executive will be considered to be one hundred percent (100%) vested in the
amount set forth in Schedule A attached hereto and made a part hereof. The
Executive may elect said amount to be paid to the Executive in a lump sum within
three (3) months of the determination of disability. Said payment shall be in
lieu of any other retirement or death benefit under this Agreement. If Executive
does not elect for a lump sum payment, the Corporation agrees that payout shall
commence
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within three (3) months of the determination of disability in the same manner as
if it were a retirement benefit under Article 3.
ARTICLE 5
5.1) Termination of Employment - The Corporation reserves the right to
terminate the employment of the Executive at any time prior to retirement. In
the event that the employment of the Executive shall terminate prior to this
attaining age sixty-five (65), other than by reason of his disability or his
death or by the Executive electing to take an early retirement upon or after
attaining age fifty five (55), then this Agreement shall terminate upon the date
of such termination of employment.
(01) Upon execution of this agreement the Executive will be considered to be
vested in thirty percent (30%) of the amount set out in Schedule A attached
hereto and made a part hereof and shall become vested in an additional ten
percent (10%) of said amount for each succeeding year thereafter until he
becomes one hundred percent (100%) vested. If the Executive's employment is
terminated under the provisions of this Section 5.1., the Corporation will pay
the Executive's vested amount upon such terms and conditions and commencing no
later than age sixty-five (65). The Executive may elect an early retirement
payout pursuant to the provisions of Article 3.2.
(02) Anything hereinabove to the contrary notwithstanding, if the Executive is
not fully vested in the amount set forth in Schedule A, he will become fully
vested in said amount in the event of a transfer in the controlling ownership or
sale of the Corporation or its parent corporation and shall be entitled to the
full amount set forth in Schedule A, upon the terms and conditions hereof, if
termination of employment thereafter occurs under this Section 5.1.
ARTICLE 6
6.1) Termination of Agreement by Reason of Changes in Law - The Corporation is
entering into this Agreement upon the assumption that certain existing tax laws
will continue in effect in substantially their current form. In the event of any
changes in such federal laws the Corporation shall have an option to terminate
or modify this Agreement. Provided, however, that the Executive shall be
entitled to at least the same amount as he would have been entitled to under
Section 4.2 relating to disability. The payment of said amount shall be made
upon such terms and conditions and at such time as the Corporation shall
determine, but in no event commencing later than age sixty-five (65).
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ARTICLE 7
7.1) Nonassignable - Neither the Executive, his spouse, nor any other
beneficiary under this Agreement shall have any power or right to transfer,
assign, anticipate, hypothecate, mortgage, commute, modify, or otherwise
encumber in advance any of the benefits payable hereunder, nor shall any of said
benefits be subject to seizure for the payment of any debts, judgments, alimony
or separate maintenance, owned by the Executive or his beneficiary or any of
them, or be transferable by operation of law in the event of bankruptcy,
insolvency or otherwise.
ARTICLE 8
8.1) Claims Procedure - The Corporation shall make all determinations as to
rights to benefits under this Agreement. Any decision by the Corporation denying
a claim by the Executive or his beneficiary for benefits under this Agreement
shall be stated in writing and delivered or mailed to the Executive or such
beneficiary. Such decision shall set forth the specific reasons for the denial,
written to the best of the Corporation's ability in a manner calculated to be
understood without legal or actuarial counsel. In addition, the Corporation
shall provide a reasonable opportunity to the Executive or such beneficiary for
full and fair review of the decision denying such claim.
ARTICLE 9
9.1) Unsecured General Creditor - The Executive and his beneficiary shall have
no legal right or equitable, right, interests, or claims in or to any property
or assets of the Corporation. No assets of the Corporation shall be held under
any trust for the benefit of the Executive or his beneficiaries or held in any
way as security for the fulfilling of the obligations of the Corporation under
this plan. All of the Corporation's assets shall be and remain the general,
unpledged, unrestricted assets of the Corporation. The Corporation's obligation
under this plan shall be that of an unfunded and unsecured promise by the
Corporation to pay money in the future. Executives and their beneficiaries shall
be unsecured general creditors with respect to any benefits hereunder.
ARTICLE 10
10.1) Reorganization - The Corporation shall not merge or consolidate into or
with another corporation, or reorganize, or sell substantially all of its assets
to another corporation, firm, or person unless and until such succeeding or
continuing corporation, firm, or person agrees to assume and discharge the
obligations of the Corporation under this Agreement. Upon the occurrence of such
event, the term
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"Corporation" as used in this Agreement shall be deemed to refer to such
successor or survivor corporation.
ARTICLE 11
11.1) Benefits and Burdens - This Agreement shall be binding upon and insure to
the benefit of the Executive and his personal representatives, and the
Corporation and my successor organization which shall succeed to substantially
all of its assets and business.
ARTICLE 12
12.1) Not a contract of Employment - This Agreement shall not be deemed to
constitute a contract of employment between the parties hereto, nor shall any
provision hereof restrict the right of the Executive to terminate his
employment.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed by its proper officer and the Executive has hereunto set his hand at
Santa Cruz, California the day and year first above written.
By: /s/
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Its: Secretary
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EXECUTIVE:
/s/
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SCHEDULE A
EXECUTIVE SALARY CONTINUATION AGREEMENT
Plan Year Amount in Which Vesting Occurs
1992 30%
1993 10%
1994 10%
1995 10%
1996 10%
1997 10%
1998 10%
1999 10%
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