UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[GRAPHIC OMITTED]
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): June 28, 2006
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TEMECULA VALLEY BANCORP INC.
(Exact name of Registrant as specified in its charter)
California 000-49844 46-0476193
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) 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))
Item 1.01- Entry into a Material Definitive Agreement.
On June 28, 2006, the Board of Directors of Temecula Valley Bank
("Bank") approved the adoption of the Temecula Valley Bank Employee Stock
Ownership Plan ("ESOP") for the benefit of eligible employees of the Bank and
their beneficiaries. The ESOP is intended to constitute a stock bonus employee
stock ownership plan within the meaning of Sections 4975(e)(7) and 407(d)(6) of
the Employee Retirement Income Security Act of 1974. The amount to be
contributed to ESOP by the Bank will be determined by the Board of Directors
with such contributions principally invested in the stock of Temecula Valley
Bancorp Inc. ("Company"), the holding company of the Bank. Eligible employees
automatically become participants in ESOP and, if eligible, may receive
distributions from the trustee of the ESOP upon termination of employment.
On June 28, 2006, the Board of Directors of the Bank adopted the
Executive Nonqualified Excess Plan (the "Executive Nonqualified Plan") and
related documents. The Executive Nonqualified Plan is an unfunded, nonqualified
deferred compensation plan intended to comply with the requirements of Section
409A of the Internal Revenue Code and regulations promulgated thereunder, and
will apply to amounts deferred after January 1, 2005 under the Executive
Nonqualified Plan. The purpose of the Executive Nonqualified Plan is to
encourage selected key managerial employees to maintain their employment with
the Bank by allowing them to deferred compensation. The key managerial employees
of the Bank eligible to participate in the Executive Nonqualified Plan are
determined in the sole discretion of the Board of Directors.
The ESOP and the Executive Nonqualified Plan will be filed as exhibits
to the next filed Form 10-Q of the Company.
On June 28, 2006, the Board of Directors of the Bank, upon the
recommendation of its Executive Officer Compensation Committee, approved:
(1) An increase in the annual base compensation of Donald A. Pitcher, EVP/CFO,
from $160,000 to $170,000 effective July 1, 2006.
(2) An increase in the annual base compensation of Donald L. Schempp, EVP/North
County Regional Manager, from $165,000 to $175,000 effective February 1,
2006.
Item 8.01- Other Events.
Due to the continued growth and expansion of the Company, its Board of
Directors is in the process of assessing its current as well as its long term
capital needs and available capital markets.
Item 9.01- Financial Statements and Exhibits.
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits. None.
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: July 3, 2006 By: /s/ STEPHEN H. WACKNITZ
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Stephen H. Wacknitz
Chief Executive Officer and President