FIRST AMENDMENT TO THE STEPHEN H. WACKNITZ EMPLOYMENT AGREEMENT
EXHIBIT
10.1
FIRST
AMENDMENT TO THE
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This First Amendment (“First Amendment”) to that
certain Employment Agreement dated June 30, 2007, with an effective date of May
1, 2007 (the “Original
Agreement”) is entered into as of March 10, 2008, and shall be deemed
effective as of July 1, 2007, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual
(“Executive”), and
Temecula Valley Bank (“Bank”).
R E C I T A L
At the request of Executive, and
pursuant to the recommendation of the Executive Officer Compensation Committee,
with such recommendations adopted by the Bank's Board of Directors on July 25,
2007, Bank and Executive wish to amend the Original Agreement as provided in
this First Amendment.
A G R E E M E N T
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. Section
4.C of the Original Agreement is hereby deleted and replaced with the
following:
“C. Medical and Life Insurance
Benefits. Bank shall provide for Executive, in accordance with
Bank's policy now in effect or as shall be amended from time to time,
participation in a comprehensive major medical (“Medical Benefits”) and dental,
with life insurance benefits, equivalent to the maximum available from time to
time for an employee of Executive's salary level. Any such insurance for which
Executive votes in favor as a director, or endorses as an officer, shall be
deemed to meet the requirements of this Section. At any time Medical Benefits
are not provided by Bank to Executive during his lifetime, Bank shall pay
insurance premiums for substantially similar medical benefits, at a cost to Bank
not to exceed $1,500 per month (with Executive to pay any excess premium);
provided, however, that at any time Bank is unable to provide such a benefit due
to the actions of a third party (i.e. no insurance company will provide such
coverage), then Executive may obtain his own insurance and, in connection with
such insurance, Bank will contribute the lesser of: (i) $1,500 per month (with
Executive to pay any excess premium); or (ii) the amount of the monthly premium
charged to Executive (collectively, the “Other Medical Benefit”). Term
life insurance benefits shall be provided to Executive, at Bank's expense during
the Term, in an amount not less than $250,000 until age 75, with Executive to be
entitled to make an irrevocable designation of the beneficiary and owner of the
policy thereunder. Executive's Salary Continuation Agreement with Bank currently
in effect shall be maintained by Bank in accordance with its
terms.”
2. Section
4.D of the Original Agreement is hereby deleted and replaced with the
following:
“D. Bonus. For
each calendar year within the Term, Executive shall be entitled to an Incentive
Bonus determined in accordance with this Section if the Threshold Test is met.
The Threshold Test shall be deemed to have been met if one or more of the
following exists: (i) Bank's regular outside independent loan reviewer gives a
favorable review of the loan quality of Bank at, or within four months of, the
end of the year; (ii) net loan losses for the year do not exceed one percent
of
gross
outstanding loans at the beginning of the year; or (iii) the latest report of
supervisory activity of Bank by the Bank's principal state or federal regulator
rates Bank no less than satisfactory. The Incentive Bonus shall equal 4 % of
"Company Profits" until July 1, 2007, and beginning July 1, 2007 and thereafter,
the Incentive Bonus shall equal 3.5% of Company Profits. For purposes of this
Section 4.D, “Company
Profits” shall mean the net income of Temecula Valley Bancorp Inc.
(“Company”) before
income taxes and before the effect of this bonus or any other bonuses which are
based on the profits of Bank and/or Company. The Incentive Bonus shall be paid
on or before March 15 of the calendar year following the year in which it was
earned.”
3. Continued
Effect. Except as otherwise expressly provided herein, the
Original Agreement continues in full force and effect, in accordance with its
terms.
4. 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 Amendment as of the effective date established in the
first paragraph of this First Amendment.
EXECUTIVE
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TEMECULA VALLEY BANK
By: /s/ ▇▇▇▇▇▇ ▇.
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Chief
Financial Officer