ex10-1.htm


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement
      ("Agreement") is effective as of the 1st
      day of May, 2007
      ("Effective Date"), is entered into as of June 30, 2007 and amends and
      restates that certain Employment Agreement made as of October 1, 2003, as
      amended ("Old Agreement") between Temecula Valley Bank, a state chartered
      banking corporation ("Bank"), and Stephen H. Wacknitz
      ("Executive").

    


    W
      I T
      N E S S E T H

    


    WHEREAS,
      upon the recommendation of the
      Executive Compensation Committee and at the direction of Bank's Board of
      Directors ("Board of Directors"), with Executive abstaining from
      participation in such actions, the Old Agreement is hereby revised and restated
      as provided herein.

    


    WHEREAS,
      Bank desires that Executive
      continue to be employed as Bank's President, Chairman of the Board and Chief
      Executive Officer on the terms set forth herein.

    


    WHEREAS,
      Executive is willing to accept
      such employment under the terms and conditions herein stated.

    


    NOW,
      THEREFORE, in consideration of the
      mutual covenants and agreements hereinafter contained, and other good and
      valuable consideration, it is hereby agreed as follows:

     

    
      	
              1.  

            	
              TERM
                OF EMPLOYMENT.

            


    

    


    A)  Term.
      Bank hereby agrees to employ Executive and Executive hereby accepts employment
      with Bank until such date and upon such terms as provided in this Agreement
      (the
      "Term").

    


    
      	
              2.  

            	
              DUTIES
                OF EXECUTIVE.

            


    

    


    A)  Duties.  Executive
      shall perform the duties of President, Chairman of the Board and Chief Executive
      Officer of Bank, subject to the powers by law vested in the Board of Directors
      of Bank and in Bank's shareholder, and shall serve as a Director of Bank. During
      the Term, Executive shall perform the services herein contemplated to be
      performed by Executive with due care faithfully, diligently, to the best of
      Executive's ability and in compliance with all applicable laws and Bank's
      Articles of Incorporation and Bylaws.

    


    B)  Exclusivity.  Executive
      shall devote substantially all of Executive's entire productive time, ability
      and attention to the business of Bank during the Term. Executive shall not
      directly or indirectly render any services of a business, commercial or
      professional nature to any other person, firm or corporation for compensation
      without prior consent evidenced by a resolution duly adopted by the Board of
      Directors, or Executive Committee thereof. Notwithstanding the foregoing,
      Executive may (i) make investments of a passive nature in any business or
      venture; or (ii) serve in any capacity in civic, charitable or social
      organizations.

    


    C)  Physical
      Examination.  Executive may, in his discretion, take an annual
      physical examination during each year during the Term of this Agreement with
      said physical examination(s) conducted at the expense of Bank.

    


    
      	
              3.  

            	
              COMPENSATION.

            


    

    


    A)  Salary.  For
      Executive's services hereunder, Bank shall pay, or cause to be paid, as annual
      gross base salary, to Executive of not less than $500,000 during each of the
      years of the Term, beginning with the Effective Date. Executive's salary shall
      be payable in equal installments in conformity with Bank's normal payroll
      periods as in effect from time to time. The Board of Directors shall also,
      from
      time to time, and at least once each year grant such additional "merit"
      increases, if any, in, the base salary as are determined after review to be
      appropriate in the discretion of the Board of Directors. Bank and Executive
      both
      contemplate that his base salary shall be increased as Bank grows and profits.
      Executive shall also, so long as he serves on the Board of Directors, be
      entitled to directors and committee fees, and any other compensation or benefits
      provided to outside directors of Bank (including, but not limited to, committee
      fees, any director retirement benefits, any stock options granted to directors
      in such capacity, etc.) in addition to the compensation and benefits provided
      to
      him as an employee pursuant to this Agreement.

    


    
      	
              4.  

            	
              EXECUTIVE
                BENEFITS.

            


    

    


    A)  Vacation.  Executive
      shall be entitled to vacation leave accruing at the rate of two and one-half
      vacation days for each month in which he works (and a pro rata portion thereof
      for partial weeks, except that banking holidays shall be treated as days worked)
      during each year of the Term. Executive shall be entitled to vacation pay in
      lieu of vacation. Time spent by Executive at (or traveling to and from)
      seminars, conventions or conferences related to Bank business shall not be
      counted against his vacation leave.

     

    B)  Automobile.  Bank
      shall provide for the use of Executive a suitable automobile (equivalent to,
      or
      better than, a Lexus LS 430), commensurate with his position, and shall pay
      all
      the expenses (including, but not limited to, maintenance, fuel, insurance,
      registration) related thereto during the Term.

    


    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 under the California Bankers Association Group Insurance
      Program 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 ___, 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.

    


    D)  Bonus.  For
      each year end 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
      Bank's "Profits." For purposes of this Section 4.D, "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 based on the profits of
      Bank and Company. This bonus shall be payable in January of the year following
      completion of the year on which it is based, or as soon thereafter as is
      practical after Bank's certified public accountants have delivered their report
      on Bank's condition and results of operations for the year. The Incentive Bonus
      shall be paid on or before March 15 of the calendar year following the year
      in
      which it was earned.

    


    E)  Sick
      Leave.  Executive shall be entitled to sick leave in accordance
      with Bank's Personnel Policy, accruing at a rate of not less than one day per
      month or partial month of service. Accrued sick leave may be carried over from
      prior periods, but Executive shall not be entitled to be paid in lieu
      thereof.

    


    
      	
              5.  

            	
              BUSINESS
                EXPENSES AND REIMBURSEMENT.

            


    

    


    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 such expenses are approved in accordance with
      Bank policy.

    


    
      	
              6.  

            	
              TERMINATION.

            


    

    


    A)  Termination
      With Cause.

    


    (i)           Except
      as otherwise provided herein, Executive’s employment with Bank may be terminated
      by Bank, at Bank's option with the affirmative vote of 80% or more of the
      members of the Board of Directors after an independent evaluation by an
      arbitrator selected jointly by Executive and the Board of Directors
      finds:

    


    (a)           Executive
      has been convicted of a felony or of a gross misdemeanor involving moral
      turpitude in connection with Executive's employment with the Bank;
or

    


    (b)           Executive
      has committed a willful violation of any law or significant Bank policy in
      connection with Executive's employment with the Bank; and

    


    (c)           Either
      (a) or (b) resulted in a material adverse effect on the Bank.

    


    (ii)           Executive's
      employment with Bank may be terminated by Bank, at Bank's option, with notice
      to
      Executive or his heirs, upon the occurrence of either of the following
      events:

    


    (a)           Executive
      1) is unable to engage in any substantial, gainful activity by reason of any
      medically determinable physical or mental impairment which can be expected
      to
      result in death or can be expected to last for a continuous period of not less
      than 12 months, or 2) is, by reason of any medically determinable physical
      or
      mental impairment which can be expected to result in death or can be expected
      to
      last for a continuous period of not less than 12 months, receiving income
      replacement benefits for a period of not less than three months under an
      accident and health plan covering employees of the Bank. Medical determination
      of disability may be made by either the Social Security Administration or by
      the
      provider of an accident or health plan covering employees of the Bank, provided
      that the definition of disability under such a plan complies with the
      requirements set forth herein. Upon the request of the Board of Directors,
      Executive shall submit proof to the Board of Directors of Social Security
      Administration's or the provider's determination.

    


    (b)           Executive
      is subject to a final removal or prohibition order issued by an appropriate
      federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance
      Act.

    


    B)  Termination
      Without Cause or Resignation for Good Reason.

    


    (i)           Executive's
      employment with Bank may be terminated by Bank without cause upon written notice
      to Executive or by Executive for Good Reason, as defined below.

    


    (ii)           Executive's
      employment with Bank may be terminated by Executive without cause upon written
      notice to Bank.

    


    C)  Compensation
      Upon Termination.

    


    (i)           If
      Executive's employment with Bank is terminated by Bank pursuant to Section
      6.A,
      or by Executive pursuant to Section 6.B(ii), Executive shall then only be
      entitled to receive the amount of his annual gross salary, as in effect
      immediately prior to termination, payable through the effective date of such
      termination plus proration of the Incentive Bonus described in Section 4.D
      above
      (calculated as provided in Section 6.C(ii) but on a pro rata basis for the
      number of full months lapsed within the year of termination) and any incurred
      but not yet reimbursed business expenses (subject to the provisions of Section
      5
      hereof). The amounts payable under this Section 6.C(i) shall be paid in a lump
      sum upon termination.

    


    (ii)           If
      Executive's employment is terminated by Bank or any successor pursuant to
      Section 6.B(i), by Executive pursuant to Section 6.B(i) or by Bank or any Bank
      or Company successor within one year before or after any Change of Control,
      as
      defined below, and such termination is not based upon Section 6.A, he shall
      be
      paid on the date of termination the same amount as if the termination had been
      pursuant to Section 6.A, plus an amount equal to the greater of: (a) one times
      the annual gross base salary of Executive (as in effect immediately prior to
      termination) plus the amount equal to the Incentive Bonus provided in
      Section 4.D above as though a full year had lapsed (calculated as follows:
      the dollar amount of the Incentive Bonus for the number of months lapsed in
      the
      year of termination, divided by the number of months lapsed in that year and
      the
      resulting number multiplied by 12); or (b) two times Executive's annual gross
      base salary, as in effect immediately prior to termination, to be paid in a
      lump
      sum, less any applicable withholding deductions.

    


    (iii)           Notwithstanding
      the foregoing, to the extent that 12 U.S.C. §1828 and regulations promulgated
      pursuant thereto prohibit, or limit, the payment of compensation pursuant to
      this Section 6.C and other provisions of this Agreement, Executive's right
      to
      compensation hereunder shall be similarly prohibited or limited.

    


    (iv)           Good
      Reason shall mean that without Executive's express written consent, the
      assignment to Executive of any duties inconsistent with his positions, duties,
      responsibilities and status with Bank; or a change in his reporting
      responsibilities, titles or offices; or any removal of Executive from or any
      failure to re-elect Executive to any of such positions, except in connection
      with the termination of his employment pursuant to Section 6.A or retirement
      or
      as a result of his death or by Executive other than for Good Reason; or a
      reduction by Bank in Executive's annual gross base salary as in effect on the
      date hereof or as the same may be increased from time to time.

    


    (v)           Notwithstanding
      anything to the contrary set forth herein, Executive shall continue to receive
      the Other Medical Benefits until death as set forth in Section 4.C.

    


    
      	
              7.  

            	
              CHANGE
                OF CONTROL DEFINED.

            


    

    


    The
      term
      "Change of Control" shall be as defined in Section 1.409A-3(i)(5) of the 409A
      regulations of the Internal Revenue Code, and shall mean a change in the
      ownership of Bank or Company (Section 1.409A-3(i)(5)(v)); a change in the
      effective control of Bank or Company (Section 1.409A-3(i)(5)(vi)), or a change
      in the ownership of a substantial portion of the assets of Bank or Company
      (Section 1.409A-3(i)(5)(vii)).

    


    
      	
              8.  

            	
              RESTRICTION
                ON TIMING OF DISTRIBUTION.

            


    

    


    Notwithstanding
      any provision of this Agreement to the contrary, distributions to Executive
      may
      not commence earlier than six (6) months after the date of a Separation from
      Service (as defined below) (or, if earlier, the date of death of Executive)
      if,
      pursuant to Internal Revenue Code Section 409A, as may be amended from time
      to
      time ("Section 409A"), Executive is considered a "specified employee"
      (under Internal Revenue Code Section 416(i)) of Bank if any stock of Bank or
      Company is publicly traded on an established securities market, or otherwise.
      In
      the event a distribution is delayed pursuant to this Section 8, the originally
      scheduled distribution shall be delayed for six months, and shall commence
      instead on the first day of the seventh month following Separation from Service.
      If payments are scheduled to be made in installments, the first six months
      of
      installment payments shall be delayed, aggregated and paid instead on the first
      day of the seventh month, after which all installment payments shall be made
      on
      their regular schedule. If payment is scheduled to be made in a lump sum, the
      lump sum payment shall be delayed for six months and instead be made on the
      first day of the seventh month. "Separation from Service" shall mean that
      Executive has experienced a termination of employment from Bank which will
      be
      deemed to have occurred where the facts and circumstances indicate that
      Executive and Bank reasonably anticipated that Executive would permanently
      reduce his level of bona fide service to Bank to a level not to exceed 45%
      of
      the average level of bona fide services provided to Bank in the immediately
      preceding 12 months.

    


    
      	
              9.  

            	
              TAX
                CONSEQUENCES.

            


    

    


    To
      the
      extent amounts deferred under this Agreement become includible in Executive's
      income under Section 409A as a result of the failure of the Agreement to comply
      with the requirements of Section 409A or regulations promulgated thereunder,
      the
      Bank shall make a payment to Executive equal to (1) the resulting combined
      state
      and federal income tax liability of Executive; (2) the amount of any excise
      tax
      imposed on amounts includible in Executive's income; and (3) the amount of
      any
      underpayment penalties imposed on Executive under Section 409A. This payment
      shall be made in a lump sum to Executive no less than 30 days prior to the
      end
      of any tax year in which amounts first become includible in income pursuant
      to
      Section 409A and regulations thereunder. Calculation of amounts includible
      in
      income shall be made according to regulations issued under Section
      409A.

    


    
      	
              10.  

            	
              GENERAL
                PROVISIONS.

            


    

    


    
      	
              A)  

            	
              Ownership
                of Books and Records;
                Confidentiality.

            


    

    


    (i)           All
      records or copies thereof of the accounts of customers, and any other records
      and books relating in any manner whatsoever to the customers of Bank, and all
      other files, books and records and other materials owned by Bank or used by
      it
      in connection with the conduct of its business, whether prepared by Executive
      or
      otherwise coming into his possession, shall be the exclusive property of Bank
      regardless of who actually prepared the original material, book or record.
      All
      such books and records and other materials, together with all copies thereof,
      shall be immediately returned to Bank by Executive on any termination of his
      employment. Executive shall be entitled to copies of any policies, procedures
      or
      forms prepared with his assistance.

    


    (ii)           During
      the Term, Executive will have access to and become acquainted with what
      Executive and Bank acknowledge are trade secrets, to wit, knowledge or data
      concerning Bank, including its operations and business, and the identity of
      customers of Bank, including knowledge of their financial condition, their
      financial needs, as well as their methods of doing business. Executive shall
      not
      disclose any of the aforesaid trade secrets, directly or indirectly, or use
      them
      in any way, either during the Term or thereafter, except as required in the
      course of Executive's employment with Bank. Executive shall not solicit any
      employee or customer of Bank to become an employee or customer of another
      institution until six months following the termination; provided, however,
      that
      Executive shall not be prohibited from soliciting customers with which he had
      a
      banking relationship established at another employer prior to the commencement
      of the term hereof.

    


    B)           Assignment
      and Modification.  This Agreement, and the rights and duties
      hereunder, may not be assigned by either party hereto without the prior written
      consent of the other, and the parties expressly agree that any attempt to assign
      the rights of any party hereunder without such consent will be null and void;
      provided, however, that Bank's rights and obligations hereunder shall be
      assignable without consent by operation of law in the event of a merger or
      similar transaction involving Bank.

    


    C)           Further
      Assurance.  From time to time each party will execute and deliver
      such further instruments and will take such other action as the other party
      reasonably may request in order to discharge and perform the obligations and
      agreements hereunder.

    


    D)           Arbitration.  Except
      as otherwise specifically provided herein, any dispute, controversy or claim
      arising out of or relating to this Agreement, or a breach thereof (other than
      matters pertaining to injunctive relief, including, but not limited to,
      temporary restraining orders, preliminary injunctions and permanent
      injunctions,) shall be finally settled by arbitration in accordance with the
      rules then prevailing of the American Arbitration Association. Judgment upon
      the
      award rendered in such arbitration may be entered and enforced in any court
      of
      competent jurisdiction. The prevailing party shall be entitled to all costs
      of
      arbitration or litigation as determined by the arbitrators or the court,
      including, but not limited to, reasonable attorneys' fees. Any excluded matter
      shall be determined by the San Diego County Superior Court, subject to any
      rights of appeal which may exist. The arbitration, including the rendering
      of
      the award, shall take place in the County of San Diego, State of California,
      unless otherwise agreed to in writing by the parties. In reaching a decision,
      the arbitrator(s) shall be bound by the terms of this Agreement. The award
      and
      judgment thereon shall include interest, at the legal rate, from the date that
      the sum awarded to the prevailing party was originally due and payable. The
      parties hereto agree that the arbitrator(s) shall have jurisdiction to award
      punitive damages. Arbitration shall be the exclusive means of resolution of
      disputes, controversies or claims arising out of this Agreement and which are
      subject to arbitration. The parties agree that they shall be entitled to conduct
      discovery in accordance with Sections 1283.05 and 1283.1 of the California
      Code
      of Civil Procedure, or any successor provision thereof, in the same manner
      as
      though the dispute were within the jurisdiction of the Superior Court of the
      State of California.

    


    E)           Notices.  All
      notices required or permitted hereunder shall be in writing and shall be
      delivered in person or sent by certified or registered mail, return receipt
      requested, postage prepaid as follows:

    


    To
      Bank:                                           Temecula
      Valley Bank

    27710
      Jefferson Drive, Suite
      A100

    Temecula,
      CA  92590

    


    To
      Executive:                                                      Stephen
      H. Wacknitz

    (as
      he
      shall provide to Bank

      from
      time to time)

    


    or
      to
      such other party or address as either of the parties may designate in a written
      notice served upon the other party in the manner provided herein. All notices
      required or permitted hereunder shall be deemed duly given and received on
      the
      date of delivery if delivered in person or on the third day next succeeding
      the
      date of mailing if sent by certified or registered mail, postage
      prepaid.

    


    F)           Successors.  This
      Agreement shall be binding upon, and shall inure to the benefit of, the
      successors and assigns of the parties.

    


    G)           Entire
      Agreement.  Except as provided herein and in any separate
      agreement for the provision of benefits to Executive, this Agreement constitutes
      the entire agreement between the parties, and all prior negotiations,
      representations or agreements between the parties, whether oral or written,
      are
      merged into this Agreement. This Agreement may only be modified by an agreement
      in writing executed by both of the parties hereto.

    


    H)           Governing
      Law.  This Agreement shall be construed in accordance with the
      laws of the State of California.

    


    I)           Executed
      Counterparts.  This Agreement may be executed in one or more
      counterparts, all of which together shall constitute a single agreement and
      each
      of which shall be an original for all purposes.

    


    J)           Section
      Headings.  The various section headings are inserted for
      convenience of reference only and shall not affect the meaning or interpretation
      of this Agreement or any section hereof.

    


    K)           Close
      of Business/Calendar Periods.  Unless the context so requires, all
      periods terminating on a given day, period of days or date shall terminate
      on
      the close of business on that day or date, references to "days" shall refer
      to
      calendar days, references to "months" shall refer to calendar months and
      references to "years" shall refer to calendar years. Any singular term includes
      the plural and vice versa.

    


    L)           Severability.  In
      the event that any of the provisions, or portions thereof, of this Agreement
      are
      held to be unenforceable or invalid by any court of competent jurisdiction,
      the
      validity and enforceability of the remaining provisions or portions thereof,
      shall not be affected thereby.

    


    M)           Attorneys'
      Fees.  In the event that any party shall bring an action or
      arbitration in connection with the performance, breach or interpretation hereof,
      then the prevailing party in such action as determined by the court or other
      body having jurisdiction shall be entitled to recover from the losing party
      in
      such action, as determined by the court or other body having jurisdiction,
      all
      reasonable costs and expenses of litigation or arbitration, including reasonable
      attorneys' fees, court costs, costs of investigation and other costs reasonably
      related to such proceeding, in such amounts as may be determined in the
      discretion of the court or other body having jurisdiction.

    


    N)           Indemnification.  Bank
      shall indemnify and hold Executive harmless from, claims (defined in the
      broadest sense, including claims for monetary or non-monetary relief, and any
      claims brought before an administrative agency or body) arising out of, or
      related to, his service as an officer, director or agent of Bank, to the fullest
      extent permitted by applicable law, including his costs of defense and attorneys
      fees and shall advance his costs of defense (including legal fees) related
      to
      the defense thereof to the extent permitted by applicable law. The provisions
      of
      this Section N shall survive termination of this Agreement and Executive's
      employment with the Bank.

    


    O)           Rules
      of Construction.  The parties hereby agree that the normal rule of
      construction, which requires the court to resolve any ambiguities against the
      drafting party, shall not apply in interpreting this Agreement. This Agreement
      has been reviewed by each party and counsel for each party and shall be
      construed and interpreted according to the ordinary meaning of the words used
      so
      as to fairly accomplish the purposes and intentions of all parties hereto.
      Each
      provision of this Agreement shall be interpreted in a manner to be effective
      and
      valid under applicable law, but if any provision shall be prohibited or ruled
      invalid under applicable law, the validity, legality and enforceability of
      the
      remaining provisions shall not, except as otherwise required by law, be affected
      or impaired as a result of such prohibition or ruling.

    


    IN
      WITNESS WHEREOF, this Agreement is
      executed as of the day and year first above written.

    


    Bank:                                TEMECULA
      VALLEY BANK

    


    


    By:           /s/
      Donald A.
      Pitcher                                                      

    Donald
      A. Pitcher

    Executive
      Vice President /
      Chief

    Financial
      Officer

    


    


    Executive:                                    /s/
      Stephen H.
      Wacknitz                                                                

        
Stephen
      H.
      Wacknitz