EXHIBIT 10.10
FIRST AMENDMENT TO THE
JAMES W. ANDREWS
EMPLOYMENT AGREEMENT
This First Amendment ("First Amendment") to that certain
Employment Agreement dated June 1, 2002 ("Original Agreement") is entered into
as of the 24th day of November 2004 by and between James W. Andrews, an
individual ("Executive") and Temecula Valley Bank, a national banking
association ("Bank").
R E C I T A L
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Bank and Executive wish to amend the Original Agreement as
provided in this First Amendment.
A G R E E M E N T
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NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, the parties hereby agree and
consent to the amendment of the Original Agreement, effective on the date
hereof, as follows:
1. New Sections 3.7 and 3.8 are hereby added to the Original Agreement as
follows:
"3.7 Club Membership and Dues. Bank shall pay, in the
name of Executive, the $40,000 expense of a personal golf membership
(the Membership") at The Golf Club of California in Fallbrook,
California. Except as provided below, at the time each year of the
annual bonus payments made by Bank to one or more of its executives,
Executive shall repay to Bank, in four annual installments of $5,000
each, $20,000 of the $40,000 cost, commencing in 2005 and continuing
for each successive year. If Executive's employment with Bank is
terminated by Bank pursuant to Section 4.1 or by Executive pursuant to
Section 4.2(a), Executive shall, on the date of termination or before,
pay Bank the remaining balance due to Bank for the Membership. If
Executive is terminated within 60 days of a "change of control" (as
defined below), and such termination is not based upon a Section 4.1
termination, the balance due for the Membership from Executive to Bank
at the time of termination shall not be required to be repaid by
Executive, but will be included in Executive's salary as non-cash
compensation. Bank shall pay monthly dues relative to the Membership
not to exceed $500 per month until the termination of Executive's
employment for any reason or no reason. For purposes of this Section
3.7, "change of control" shall have the following meaning: (a) a
reorganization, merger, consolidation or other form of corporate
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transaction or series of transactions, in each case, with respect to
which persons who were the shareholders of Bank or its parent
immediately prior to such reorganization, merger or consolidation or
other transaction do not, immediately thereafter, directly or
indirectly, own more than 50% of the combined voting power entitled to
vote generally in the election of directors of the reorganized, merged
or consolidated entity's then outstanding voting securities; (b) the
sale of more than 50% of the assets of Bank to any person or entity not
controlled by or under common control with Bank; or (c) the acquisition
by any person, entity or "group", within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act, (excluding any
employee benefit plan of Bank, its subsidiaries or its parent which
acquires beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act)) of more than 50% of the
outstanding shares of any class of voting stock of the Bank or its
parent.
3.8 Business Expenses. Executive shall be entitled to
reimbursement by Bank for any ordinary and necessary business expenses
incurred by Executive in the performance of Executive's duties and in
acting for Bank during the Term, provided that an independent officer
of Bank approves such expenses in accordance with Bank policy. In
accordance with Bank policy, Executive shall furnish to Bank adequate
records and other documentary evidence required by federal and state
statutes and regulations issued by the appropriate taxing authorities
for the substantiation of such payments as deductible business expenses
of Bank."
2. Continued Effect. Except as otherwise expressly provided herein, the
Original Agreement will continue in full force and effect, in accordance with
its terms.
3. Miscellaneous. This First Amendment will be governed in all respects by
the laws of the State of California as such laws are applied to agreements
between California residents entered into and to be performed entirely within
California. This First Amendment constitutes the full and entire understanding
and agreement between the parties with regard to the subjects hereof and
supersedes all prior written and oral agreements, representations and
commitments, if any, between the parties with respect to such subjects. This
First Amendment may be executed in any number of counterparts, each of which
will be an original, but all of which together will constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
First Agreement on November 24, 2004.
/S/ TEMECULA VALLEY BANK, N.A.,
- -------------------------------------------- a national banking association
JAMES W. ANDREWS, an individual
By: /S/
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Stephen H. Wacknitz
President and Chief Executive
Officer
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