UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2006
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TEMECULA VALLEY BANCORP INC.
(Exact name of Registrant as specified in its charter)
California 46-0476193
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification Number)
27710 Jefferson Avenue
Suite A100
Temecula, California 92590
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (951) 694-9940
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 5.02 - Appointment of Principal Officer.
Frank Basirico, Jr., 51, has been appointed Executive Vice President/Chief
Administrative Officer of Temecula Valley Bank ("Bank"), the principal
subsidiary of Temecula Valley Bancorp Inc. ("Company") (NASDAQ:TMCV). Mr.
Basirico will begin his employment on February 23, 2006. The Bank entered into
an employment agreement with Mr. Basirico dated February 10, 2006. Pursuant to
the terms of his employment agreement, Mr. Basirico will receive an annual base
salary of $250,000, subject to annual merit increases, and, contingent upon the
quality of the Bank's performance, an incentive bonus equal to 1% of the
Company's pre-tax profits, after bonus payments. Mr. Basirico will receive an
option to purchase 20,000 shares of the Company's common stock at fair market
value on date of grant, the use of a Bank-owned, luxury automobile, with
expenses paid in connection with its use, participation in group medical,
dental, vision, life insurance, disability coverage and other benefit plans
offered to other similarly titled employees of the Bank, a salary deferment
program, to be determined, if eligible, a salary continuation plan, to be
determined, if eligible, and up to $100,000 of the difference between the
exercise prices of CVB Financial Corporation ("CVBF") options to purchase common
stock held by Mr. Basirico and scheduled to become exercisable in March and June
2006, and the closing price of CVBF common stock as of February 23, 2006.
Upon termination without cause, Mr. Basirico is entitled to receive 12
months base salary paid over 12 months. Upon termination in connection with a
change of control, Mr. Basirico will be entitled to receive the lesser of
$1,000,000 or two times his base salary plus two times the average of his
incentive bonus over the last two years. Upon a change in control, Mr.
Basirico's unvested options will vest.
Prior to joining the Bank, Mr. Basirico served as Executive Vice President
and Senior Loan Officer at Citizens Business Bank from October 1996 until
February 2006. From March 1993 to October 1996, he was the Credit Administrator
at Citizens Business Bank. Mr. Basirico has been in banking in various
capacities since 1978.
Mr. Basirico's Employment Agreement will be filed as an Exhibit to the
Company's 2005 10-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TEMECULA VALLEY BANCORP INC.
Date: February 15, 2006 By: /s/ STEPHEN H. WACKNITZ
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Stephen H. Wacknitz
Chief Executive Officer and President