EXHIBIT 10.10
Form of Executive Employment Agreement (M. Lentini
dated September 26, 1996 N. Douglas Mills
between B. Parrott and
Certain executives and Valley Bank M. Nugent)
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement is made and entered into this 26 day of
Sept. 1996, by and between VALLEY BANK, a corporation organized and existing
under the laws of the State of California (hereinafter called the
"Corporation"), and ____________________ (hereinafter called the "Executive").
RECITALS
A. Executive has been in the employ of the Corporation serving as
its ________________________________, since ____________________;
B. The Corporation wishes to continue to retain Executives services
on the terms and conditions set forth in this Agreement: and
C. Executive wishes to continue in the employ of the Corporation on
the terms and conditions set forth in this Agreement.
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:
AGREEMENT
ARTICLE I
1.1 EMPLOYMENT - Corporation agrees to employ the Executive as its _______
________________________, and Executive agrees to serve in that
capacity. Corporation shall employ Executive in such capacity and with such
duties and responsibilities as may be assigned to Executive from time-to-time by
the Corporation. Executive will be compensated at a salary commensurate to peer
industry standards. Said salary shall not be less than $______. per annum and
may be increased periodically to maintain parity with peer industry standards,
as determined in the discretion of the Corporation's Board of Directors.
1.2 FULL EFFORTS - The Executive agrees to devote Executive's full time and
attention exclusively to the business and affairs of Corporation, except during
vacation periods, and to use Executive's best efforts to furnish faithful and
satisfactory services to the Corporation.
1.3 TERM OF AGREEMENT - Unless renewed or extended by the mutual, written
consent of the parties, this Agreement shall automatically expire five (5) years
from the date above, unless terminated earlier pursuant to Article 2. In the
event Corporation elects to extend, renew, or renegotiate this Agreement with
Executive, in no instance may its term be extended beyond Executive's
________________ birthday, which is _________________.
ARTICLE 2
2.1 TERMINATION OF EMPLOYMENT BY EXECUTIVE - If the Executive terminates
Executive's employment prior to the expiration of the employment term specified
in Article 1, Executive shall give Corporation 15 days advance notice of such
termination. The obligations of Corporation under this Agreement shall end upon
termination of Executive's employment.
2.2 TERMINATION OF EMPLOYMENT BY CORPORATION FOR CAUSE - Corporation may
terminate this Agreement, and Executive's employment, for "cause", which for
purposes of this Article shall include willful material breach by Executive of
any material provision of this Agreement, willfully engaging in any business
activities that materially conflict with Executive's duties to Corporation,
willful failure to perform Executive's duties under this Agreement, or any
criminal, unlawful, fraudulent or dishonest act. In the event this Agreement,
and Executive's employment, are terminated for cause, Executive shall not be
entitled to receive any compensation hereunder, except such base salary as shall
have been earned prior to the date of such termination.
2.3 TERMINATION OF EMPLOYMENT BY CORPORATION OTHER THAN CAUSE -
Corporation reserves the right to terminate the employment of Executive at
any time, without cause, upon notice to Executive. Such termination shall be
effective upon Corporation giving notice to Executive. In the event the
employment of Executive shall be terminated by Corporation other than for
cause or disability, Corporation shall pay Executive an amount equal to one
(1) year of Executive's then current annual salary, multiplied by a factor of
140%, plus such base salary as shall have been earned prior to the date of
such termination.
2.4 REMEDIES OF EXECUTIVE FOR EMPLOYMENT TERMINATION - Executive
acknowledges and agrees that the provisions of this Article 2 and of Article 4
state Executive's entire and exclusive rights, entitlements and remedies against
Corporation, its employees and representatives for termination of employment
and/or termination of this Agreement.
ARTICLE 3
3.1 BENEFIT PLANS AND OTHER BENEFITS - During Executive's employment under
this Agreement, Executive shall be eligible to participate in all retirement,
profit sharing, group insurance, bonus, ESOP, 401-K, vacation or similar
employee benefit plans which Corporation may now have or hereafter make
generally available to its executive staff, subject to the terms and conditions
of such plans and programs.
ARTICLE 4
4.1 REORGANIZATION - The Corporation shall not sell, merge, consolidate into
or with another corporation, firm, or person, or transfer controlling ownership
of the Corporation, unless and until such succeeding entity agrees to assume
and discharge the obligations of the Corporation under this agreement Upon the
occurrence of such event, the term "Corporation" as used in this agreement shall
be deemed to refer to such successor or survivor corporation. In the event the
succeeding entity refuses to assume and discharge the obligations of Corporation
under this Agreement, Corporation
may terminate this Agreement, and all obligations to Executive, by paying to
Executive an amount equal to _________ years of Executive's then current annual
salary, multiplied by a factor of 140%, before consummating such sale, merger,
consolidation or transfer.
ARTICLE 5
5.1 ENTIRE AGREEMENT - This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all other
written or oral agreements, understandings or negotiations on the subject matter
addressed herein.
IN WITNESS WHEREOF, Corporation has caused this agreement to be duly executed by
its Chairman of the Board and Executive has hereunder set his hand at Moreno
Valley, CA., the day and year first above written.
EXECUTIVE VALLEY BANK
By: /s/ Marion V. Ashley
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Marion V. Ashley, Chairman of the Board