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 N. Douglas Mills (hereinafter called the "Executive").
RECITALS
A. Executive has been in the employ of the Corporation serving as its
President & Chief Executive Officer, since July 6, 1992;
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 President &
Chief Executive Officer, 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 $140,000. 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
sixty-fifth (65th) birthday, which is July 28, 2004.
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 I, 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 two (2) years 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 three (3) 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
/s/ N. Douglas Mills By: /s/ Marion V. Ashley
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N. Douglas Mills (###-##-####) Marion V. Ashley, Chairman of the Board
EXECUTIVE EMPLOYMENT AGREEMENT - Amendment
The Executive Employment Agreement made and entered into the 26th day of
September, 1996, by and between VALLEY BANK, a corporation organized and
existing under the laws of the State of California (hereinafter called the
"Corporation"), and Doug Mills (hereinafter called the "Executive"), is hereby
amended pursuant to action taken by the Corporation's Board of Directors on
October 27, 1997, to wit:
BE IT RESOLVED THAT ARTICLE 4 is amended to read as follows:
4.1 - REORGANIZATION - THE CORPORATION MAY ELECT TO SELL, MERGE, CONSOLIDATE
INTO OR WITH ANOTHER CORPORATION, FIRM, OR PERSON, OR TRANSFER CONTROLLING
OWNERSHIP OF THE CORPORATION. IN THE EVENT OF A SALE, MERGER, CONSOLIDATION
INTO OR WITH ANOTHER CORPORATION, FIRM, OR PERSON, OR TRANSFER OF CONTROLLING
OWNERSHIP OF THE CORPORATION, THE CORPORATION WILL, AT THE CONSUMMATION OF
SUCH REORGANIZATION EVENT, TERMINATE THIS AGREEMENT, AND ALL OBLIGATIONS TO
EXECUTIVE, BY PAYING TO EXECUTIVE AN AMOUNT EQUAL TO THREE (3) YEARS
EXECUTIVE'S THEN CURRENT ANNUAL SALARY, MULTIPLIED BY A FACTOR OF 140%.
This amendment is the first, and only, amendment of the Agreement referenced
above.
IN WITNESS WHEREFOR, Corporation has caused this amendment to be duly executed
by its Chairman of the Board. The Chairman of the Board and Executive have
hereunder set their hand at Moreno Valley, CA this 30th day of October, 1997.
EXECUTIVE VALLEY BANK
/s/ Doug Mills By: /s/ Marion V. Ashley
- --------------------------------- ----------------------------------------
Doug Mills (###-##-####) Marion V. Ashley, Chairman of the Board