DIRECTOR EMERITUS AGREEMENT
This Director Emeritus Agreement is entered into between Bay Area Bank (The
"Bank") and ALAN B. MILLER (the "Retiring Director"), as of MAY 16, 1995 .
RECITALS
A. The Bank's bylaws provide, at Section 16 of Article III, that a director who
has served as such for at least 10 years is eligible to serve as a Director
Emeritus of the Bank, and may receive compensation in the discretion of the
Board of Directors; and
B. The Retiring Director has served on the Board of the Bank for 10
years, and the Board desires to appoint him a Director Emeritus upon his
retirement from the Board of the Bank and its holding company, Bay Area
Bancshares ("Bancshares").
AGREEMENT
IN CONSIDERATION OF THE FOREGOING, AND OF THE PROMISES AND AGREEMENTS
HEREIN, the parties agree as follows:
1. The Board of Directors of the Bank shall appoint the Retiring
Director as a Director Emeritus upon his retirement from the Board of Directors
of the Bank and from the Board of Directors of Bancshares. Such retirement shall
become effective no later than MAY 16, 1995 .
2. The Bank shall pay the Retiring Director as a Director Emeritus One
Thousand Dollars ($1,000.00) per month for five (5) years. The first payment
shall be paid on or about JULY 1, 1995 and payments shall continue monthly
thereafter until the last payment is paid on or about JUNE 1, 2000. The
foregoing payments shall be payable according to the above schedule to the
Retiring Director's estate or representative if the Retiring Director dies
before the end of the period described above.
3. Effective upon retirement the Retiring Director shall not be
entitled to any of the powers or rights conferred upon duly elected directors by
law or by the articles and bylaws of the Bank and Bancshares. The Retiring
Director shall not be entitled to any employee benefits as a result of his
appointment as a Director Emeritus.
4. The Retiring Director shall not, directly or indirectly disclose any
confidential information about the Bank, Bancshares, or their customers; make or
publish any statements that may be damaging to the Bank or Bancshares; bring a
legal or arbitration action against the Bank or Bancshares without first
exhausting all informal means of dispute resolution; or take any other actions
that are inconsistent with those of a retired director or are contrary to the
best interests of the Bank or Bancshares.
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5. The stock rights of the Retiring Director shall remain as set forth
in the corporate documents setting forth such rights, except as provided herein.
This Agreement shall not affect the Retiring Director's right to convert
preferred shares of Bancshares into common stock and the Retiring Director shall
be entitled to exercise any stock options issued to him in accordance with the
applicable option agreement. The Retiring Director shall comply with all
securities laws applicable to any transaction involving his stock of Bancshares.
6. The term of this Agreement shall be five (5) years. If either party
fails to perform any obligation within fifteen (15) days of the date that
performance is due, then the other party shall give the defaulting party written
notice of same and the defaulting party shall have ten (10) days from the date
of the notice within which to perform hereunder. In the event that the
defaulting party fails to perform or otherwise cure the default within said ten
(10) day period, then the other party shall have the right to terminate this
Agreement prior to the expiration of the term upon further written notice to the
defaulting party.
7. Any notice required under this Agreement shall be in writing and
shall be deemed effective one business day after having been deposited in the
United States mail, postage prepaid, registered or certified, and addressed to
the party at its address set forth below by the parties signature. Any party may
change its address for purposes of this Agreement by written notice given as set
forth herein.
8. This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes all prior and
contemporaneous agreements between the parties, other than as referred to in
this Agreement. This Agreement may be amended only in writing, signed by the
party or parties to be bound by the amendment.
9. This Agreement shall be construed in accordance with and governed by the laws
of the State of California.
BAY AREA BANK
__________________________________ By __________________________________
Signature Signature
- ---------------------------------- ----------------------------------
Name of Director Name and Title
- ---------------------------------- ----------------------------------
Address of Director Address of Bank
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