Exhibit 10.4


 


BOARD OF DIRECTORS RETAINER AGREEMENT


 


This Agreement is entered into this 18th day of May, 2005 between
Premier Commercial Bancorp, a California corporation (“PCB”) and                               
(“Director”)


 


1.                                      Services
Provided


 


PCB and Director agree that Director shall serve as a member of its
Board of Directors and to provide those services required of a director under
PCB’s Articles of Incorporation and Bylaws, as both may be amended from time to
time, and under the California Corporations Code, as well as applicable federal
and state law. Director may also serve as a director of Premier Commercial
Bank, NA. (“Bank”), PCB’s wholly owned national banking association subsidiary.


 


2.                                      Nature
of Relationship


 


Director is an independent contractor and will not be deemed an
employee of PCB or Bank for purposes of benefits, income tax withholding, state
or local taxes, unemployment benefits or otherwise. Director shall not, by
virtue of this Agreement, be authorized to enter into any agreement or incur
any obligation on PCB or Bank’s behalf.


 


3.                                      Compensation


 


Upon execution of this Agreement, PCB shall pay Director $5,000,
representing a retainer in the amount of $416.67 per month, payable 12 months
in advance. In the event this Agreement is terminated, Director agrees to pay
back to PCB the pro rata portion of the retainer which has not yet been earned.
Each monthly installment of $416.67 shall be deemed to be earned on the 15th
day of that month.


 


4.                                      Term
of Agreement


 


This Agreement shall be in effect from the date hereof through the last
date of Director’s current term as a member of PCB’s Board of Directors. This
Agreement shall be automatically renewed on the date of the Director’s
reelection to the PCB Board of Directors for the period of such new term unless
the Board of Directors decides not to renew this Agreement.


 


5.                                      Termination


 


This Agreement shall automatically terminate upon the Director’s
resignation or removal from, or failure to win election or reelection to, the
PCB Board of Directors.


 


6.                                      Entire
Agreement


 


This Agreement contains the entire agreement of the parties and it
supersedes any and all other agreements, either oral or in writing, between the
parties hereto with respect to the payment of fees in connection with Director’s
retention as a director of PCB. Each party to this Agreement acknowledges that
no representations, inducements, promises or agreements, oral or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not embodied herein, and that no other agreement, statement, or promise not
contained in this Agreement shall be valid or binding. This Agreement may not
be modified or amended by oral agreement, but only by an agreement in writing
signed by PCB and Director.


 

















 


7.                                      Applicable
Law


 


This Agreement is made and entered into in the State of California, and
the laws of said State shall govern the validity and interpretation hereof, and
the performance of the parties hereto and their respective duties and
obligations hereunder.


 


8.                                      Legal
Costs


 


If either PCB or Director commences an action against the other arising
out of or in connection with this Agreement, the prevailing party shall be
entitled to have and recover from the losing party reasonable attorney’s fees
and costs of suit.


 


9.                                      Invalid
Provisions


 


Should any provision of this Agreement for any reason
be declared invalid, void, or unenforceable by a court of competent
jurisdiction, the validity and binding effect of any remaining portions shall
not be affected and the remaining portions of this Agreement shall remain in
full force and effect as if this Agreement had been executed with said
provision eliminated.


 


10.                               Survival
of Obligations


 


Notwithstanding the expiration or other termination of this Agreement,
neither party hereto shall be released hereunder from any liability or
obligation to the other which has already accrued as of the time of such
expiration or termination or which thereafter might accrue in respect of any
act or omission of such party prior to such expiration or termination.


 


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


 


	
   

  	
  PREMIER COMMERCIAL BANCORP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  , DIRECTOR

  	
   

  
					



 


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