EX-10.1



 Exhibit 10.1 
  

			
	



	 	 701 N Haven Avenue

Ontario, CA 91764
 909.980.4030

www.cbbank.com


  
  

April 26, 2016 
 E. Allen Nicholson 

4116 Chuchill Downs Dr.
 Yorba Linda, CA 92886 

Dear Allen, 
 It is my pleasure to confirm the following offer
of employment for the position of Executive Vice President and Chief Financial Officer. This position reports to Chris Myers, President and Chief Executive Officer. 
  

			
	Position:	  	Chief Financial Officer
		
	Salary:	  	$310,000 per year. You will be eligible for an annual Performance Review in April of each year, beginning in 2017.
		
	Sign On Bonus:	  	$75,000. In the event that you leave Citizens Business Bank prior to June 6, 2017 you will be responsible for the reimbursement of the sign on bonus to the Bank.
		
	Car Allowance:	  	$1,000 per month.
		
	Stock Options:	  	15,000 stock options upon Board approval (5 year vesting).
		
	Restricted Stock:	  	15,000 restricted stock grant upon Board approval (3 year vesting).
		
	 Performance

Compensation:
	  	You will participate in the Performance Compensation Plan (PCP) with an annual bonus potential of up to 75% of base salary prorated for 2016. Bonus payouts are based upon annual performance measurements and are typically paid in
February/March of the following year. The minimum payout for the 2016 PCP measured period will be $100,000.
		
	Change in Control:	  	Two year Change in Control
		
	 Deferred
 Compensation:
	  	You will be eligible to participate in the Deferred Compensation Plan. Details will be provided to you upon hire.
		
	Start Date:	  	On or before June 6, 2016









 Nicholson 

Page 2 of 3 
 April 2016 

 


			
	Benefits:	  	As a full-time regular employee you will be eligible to participate in the Bank’s benefit plans. All benefits are based on your anticipated start date indicated above. You will be provided detailed information about your
medical benefit options shortly before your waiting period ends.
		
		  	 •    Vacation

You will be eligible for twelve (12) days of vacation in 2016 and (20) days each calendar year thereafter.

		
		  	 •    Welfare Plan

You will be eligible to participate in the Bank’s Benefits Plan on the first day of the month following the completion of one calendar
month of employment.

		
		  	 •    401(k) and Profit Sharing Plan

You will be eligible to participate in the CVB Financial Corporation 401(k) portion of the plan on July 1, 2016. Profit Sharing information
will be provided to you.

		
	Drug Test:	  	We require a pre-employment drug test. The job offer will be contingent on successfully passing the drug test. Please contact Human Resources to schedule an appointment for a pre-employment drug test. The number is (909)
483-7126.
		
	At Will Statement:	  	This offer letter is not a contract of employment and shall not be construed as such. Any employment relationship is based on the mutual consent of the associate and Citizens Business Bank. Accordingly, at any time, either the
associate or the Bank can terminate the employment relationship at will, with or without cause or advance notice.
		
	Company Required Agreements:	  	Prior to the commencement of your employment, you will be required to execute several documents, including an agreement that your employment is “at will” as noted above, an agreement to abide by the Company’s
policies and procedures (including those enumerated in the Associate Handbook), and an agreement to arbitrate specified claims or disputes.
		
	 Proprietary or
 Confidential

Information:
	  	We would also like to confirm that we are not hiring you to acquire any proprietary or confidential information of your prior employers and ask that you neither bring any such information with you nor disclose any such
information during your employment with us. We also want to ensure that your employment with the Company does not violate any noncompetition, non-solicitation, nondisclosure, or proprietary information or other similar agreements to which you may be
bound. If you are bound by such an agreement with a prior employer or anyone else, please give us a copy of that agreement so that we can ensure that your employment with CBB will not violate that agreement. By not providing us with such an
agreement, you are representing that no such agreement exists and that you will not be prevented from performing any of your duties for CBB as a result of any agreement with or other contractual or statutory obligation to (including, without
limitation, any noncompetition, proprietary information









 Nicholson 

Page 3 of 3 
 April 2016 

 


			
		
		  	or nondisclosure agreement) any prior employer or other person or entity.

 Please feel free to call me if you should have any questions or require additional information. This offer will expire at 12pm
(PST) on April 30, 2016. Should you accept, I ask that you sign and return one copy of this letter. In the meantime, I would be glad to discuss any aspect of this offer with you. 

We are excited to have you as an important part of the Citizens Business Bank team. 

Sincerely, 
  
 



 
  
 Christopher D. Myers 

President and Chief Executive Officer 
 I have read and
understand that any offer of employment will be contingent upon the completion of a satisfactory background check which will consist of verifying employment, education, references, social security, Department of Motor Vehicle, criminal, compliance,
credit and acceptance by the bonding company. 
 I have read this offer and accept the terms of the position described herein. 

 

									
	Signature	 	 




	 		 	Date	 	 April 30, 2016