Exhibit
10.11


 


 


SEVERANCE


AGREEMENT


 


 


ARTICLE I


 


PURPOSE


 


Business Bancorp and Business Bank of California
(“Company”) hereby establish a Severance Agreement (“Agreement”) to provide
severance benefits to Patrick E. Phelan, Executive Vice President / Chief
Financial Officer of Business Bancorp and Executive Vice President / Chief
Financial Officer of Business Bank of California (“Executive”), in the event
his employment terminates in accordance with the terms set forth hereunder.  The intent of the Agreement is to ensure
Executive has reasonable protection related to any event as specified in this
Agreement.


 


 


ARTICLE II


 


DEFINITIONS


 


2.1 Effective Date means December 31, 2001


 


2.2 Pay means Executive’s current annual rate of regular salary
or wages on his date of termination of employment with the Company and the
average of the annual bonuses paid to Executive over the three years
immediately preceding the date of his termination of employment.


 


2.3 Year of Service means a twelve (12) month period beginning on
Executive’s date of hire and each twelve (12) month period beginning on the
anniversary of such hire date.


 


 


ARTICLE III


 


DUTIES


 


From and after the Effective Date, Executive
shall continue to be employed as and shall serve as the Executive Vice President
/ Chief Financial Officer of Business Bank of California and Executive Vice
President / Chief Financial Officer of Business Bancorp.  Executive’s total annual compensation,
including regular salary and annual bonus, shall be competitive with the
compensation paid to chief financial officers at other companies of similar
size and similar industry.  If at any
time Executive does not hold the titles of Executive Vice President / Chief
Financial Officer of Business Bank of California and 


 


 

















 


Executive Vice President / Chief Financial
Officer of Business Bancorp, Executive shall be entitled to deem this Agreement
terminated pursuant to Article IV hereof.


 


 

















 


ARTICLE IV


 


TERMINATION; LIABILITY


 


 


Executive’s employment hereunder may be
terminated as follows:


 


                                4.1           Without Cause.    In the sole and absolute discretion of the Board of Directors for
any cause or for no cause whatsoever; provided, however, that if such
termination occurs and is for any cause other than any more particularly
described in Sections 4.2 or 4.3 hereof, Executive shall receive within ten
(10) days of such termination a Base Benefit equal to eighteen (18) months of
Pay and an Added Benefit of two (2) weeks of Pay for each full Year of Service,
provided, however, that the total Base Benefit and Added Benefit payable to
Executive shall not exceed two (2) years of Pay.


 


                                4.2           Death, Disability or Voluntary
Retirement.    Upon
Executive’s death, medical disability which would preclude Executive from
performing the duties as the Executive Vice President and Chief Financial
Officer of Business Bank of California and Executive Vice President and Chief
Financial Officer of Business Bancorp for a period of six months or voluntary
retirement, Executive shall not be entitled to any severance payment; provided,
however, that if such termination occurs as a result of such medical
disability, Executive shall receive severance payment in an amount equal to
twenty-five percent (25%) of the current annual rate of regular salary or wages
then in effect.


 


                                4.3           With Cause.         In the event of Executive’s willful breach or habitual
neglect of his duties and obligations, dishonesty of Executive, the Company’s
inability to secure a bond for Executive, Executive’s conviction of a felony,
or the closing of Business Bank of California or Executive’s removal as
Executive Vice President and Chief Financial Officer of Business Bank of
California and Executive Vice President / Chief Financial Officer of Business
Bancorp under order of any governmental regulator of competent jurisdiction, in
which event Executive shall not be entitled to receive any additional
compensation or severance payment.


 


 

















 


ARTICLE V


 


MISCELLANEOUS


 


                                5.1           Time.      Time
is of the essence of this Agreement with respect to each and every provision of
this Agreement in which time is a factor.


 


                                5.2           Entire Agreement.              The recitals herein are
represented by the parties to be true and shall be deemed a part of this
Agreement.  With the exception of any
provisions set forth in stock option agreements between Executive and Company,
this Agreement sets forth the entire agreement between Executive and Company
pertaining to the subject matter hereof, fully supersedes any and all prior
agreements or understandings between Executive and Company pertaining to the
subject matter hereof, and no change in, modification of, or addition,
amendment or supplement to this Agreement shall be valid unless set forth in
writing and signed and dated by Executive and Company subsequent to the
execution of this Agreement.


 


                                5.3           Further Assurances.          Executive and Company, without the
necessity of any further consideration, agree to execute and deliver such other
documents and take such other action as may be necessary to consummate more
effectively the purposes and subject matter of this Agreement.


 


                                5.4           Applicable Law.    Except to the extent that the laws of the United States are
applicable, the existence, validity, construction and operational effect of
this Agreement, any and all of the covenants, agreements, representations,
warranties, terms and conditions and the rights and obligations of Executive
and Company hereunder shall be determined in accordance with the laws of the
State of California; provided, however, that any provision of this Agreement
which may be prohibited by law or otherwise held invalid shall be ineffective
only to the extent of such prohibition or invalidity and shall not invalidate
or otherwise render ineffective any or all of the remaining provisions of this
Agreement.


 


 

















 


                                5.5           Controversy.         Any controversy between the parties hereto involving the
construction or application of any of the terms, covenants, or conditions of
this Agreement shall on written request of one party served on the other be
submitted to binding arbitration in Marin County, California, and such
arbitration shall comply with and be governed by the provisions of the
California Arbitration Act, Sections 1280 through 1294.2 of the California Code
of Civil Procedure.  In the event of any
arbitration, controversy, claim, or dispute between Executive and Company
arising out of or relating to this Agreement, the prevailing party shall be
entitled to recover from the nonprevailing party reasonable expenses,
including, but not by way of limitation, attorneys’ fees and accountants’ fees.


 


                                5.6           Successors.          The covenants, agreements, representations, warranties,
terms and conditions contained in this Agreement shall be binding upon and
inure to the benefit of the successors and assigns of Executive and Company.


 


	
   

  	
   

  	
  BUSINESS BANK OF CALIFORNIA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ John E. Duckworth

  
	
   

  	
   

  	
  John E. Duckworth, Chairman of
  the Board

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Charles O. Hall

  
	
   

  	
   

  	
  Charles O. Hall, Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date: December 31, 2001

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUSINESS BANCORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Timothy J. Jorstad

  
	
   

  	
   

  	
  Timothy J. Jorstad, Chairman
  of the Board

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Alan J. Lane

  
	
   

  	
   

  	
  Alan J. Lane, Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:  December 31, 2001