Exhibit 10.1


 


SEVERANCE AGREEMENT IN THE EVENT OF A CHANGE
OF CONTROL

BETWEEN BUSINESS BANK OF CALIFORNIA AND TRAVIS KAWELMACHER


 


Dear Travis:


 


The Board of Directors of Business Bank of California (the “Bank”) has
authorized the President or Chief Executive Officer of the Bank to offer
severance agreements in the event of a change of control to selected key
executives.  Selections shall be made at
the sole discretion of the President or Chief Executive Officer, and an
executive is not eligible unless selected and notified of his or her
selection.  You have been selected to
receive such an agreement and are hereby so notified.  The terms are as follows:


 


In the event of (i) a merger where the Bank is not the surviving
corporation, (ii) a transfer of all or substantially all of the assets of the
Bank or (iii) any acquisition, consolidation or other corporate reorganization
where there is a change in ownership of at least fifty-one percent (51%) except
as may result from a transfer of shares to another corporation in exchange for
at least eighty percent (80%) control of that corporation, and, in the event
that your employment is terminated for any reason during the twelve (12) month
period immediately following the effective date of consummation of such merger
or other corporate reorganization by the surviving entity, in the event of
merger; by the transferee of assets in the event of a purchase or sale; or by
the acquirer, in the event of an acquisition of stock in the Bank, then you
shall be entitled to the following severance benefits commencing upon the
effective date of termination of your employment: (a) You shall receive within
ten (10) days of such termination or within such time period as prescribed by
law a Base Benefit equal to Twelve (12) months of base salary at the
rate in effect at the date of the termination of your employment, and (b) an
Added Benefit of two (2) weeks of base salary for each full Year of Service,
provided, however, that the total Base Benefit and Added Benefit payable to you
shall not exceed Eighteen (18) months of Pay. 
Base salary shall be your salary exclusive of bonuses, commissions and
any other form of compensation.


 


Severance pay shall be payable in a lump sum and shall be subject to
all legally required withholding.


 


In order to be eligible to receive such benefit, you must perform your
duties in a satisfactory manner through the “severance period” as specified by
the Bank, your employment must be terminated involuntarily by action of the
Bank as a result of or within 12 months of a change of control and you must
sign a general release of all claims in a form and manner as prescribed by the
Bank.


 


You will not be eligible for severance if you resign before the
termination date designated by the Bank, even if you received advance notice of
your involuntary termination, if you resign or are involuntarily terminated
because you violated any policy, procedure or rule of the Bank, because of
performance-related reasons, because you engaged in dishonest or wrongful
conduct or because you committed any crime. 
You are also not eligible for severance if you receive an offer


 

















 


of a comparable position with
the Bank or any of its parents, subsidiaries, related or affiliated persons or
entities with no significant reduction in your current base salary, a
significant reduction being a reduction of 10% or more of the base salary in
effect during the pay period ending on or coincident with the date of
termination by the Bank.  You will be
entitled to severance pay if you are offered such a position at a work location
more than thirty (30) miles from your place of employment at the Bank.


 


You are not eligible for severance in the event you are party to an
individual written employment contract with the Bank, except to the extent that
contract specifically provides for these terms and conditions.


 


If you are laid off or discharged because of a plant shut-down or mass
layoff to which the Worker Adjustment and Retraining Notice Act of 1988
(“WARN”) applies, severance payments shall not be available except as provided
in this paragraph.  In accordance with
WARN, an Employee shall be given either 60 days’ notice of termination of
employment, 60 days’ pay in lieu of notice, or a combination of notice and pay
in lieu of notice the total of which equals not less than 60 days.  The amount of severance pay to which you are
entitled under this agreement shall be determined by subtracting the number of
days’ pay in lieu of notice you receive pursuant to WARN from the amount of
severance pay to which you would be otherwise entitled under this Agreement.


 


This Agreement embodies the entire understanding of the parties on the
subjects set forth herein, and there are no promises, terms, conditions, or
obligations, oral or written, express or implied, other than those contained
herein.  This Agreement may not be
amended or modified except in writing signed by both parties.


 


Nothing in this document is intended to create, or shall be considered
or construed as creating an employment contract between you and Business Bank
of California, or shall modify or affect in any way your at will employment
relationship with Business Bank of California. You understand that no employee
or representative of the Bank, other than its President or Chief Executive
Officer, has the authority to enter into any agreement for employment for any
specified period of time, or to make any agreement contrary to the foregoing.


 


Further, neither the President nor the Chief Executive Officer of the
Bank may alter the at-will nature of the employment relationship unless the
President or Chief Executive Officer and you both sign a written agreement that
clearly and expressly specifies the intent to do so.


 


	
  Sincerely,

  
	
   

  
	
  /s/ Alan J. Lane

  	
   

  
	
  Alan J. Lane

  
	
  President

  
	
   

  
	
   

  
	
  Dated: July 14, 2003

  	
   

  
			



 

















 


	
  /s/ Travis
  Kawelmacher

  	
   

  
	
  Travis Kawelmacher