ex10-1.htm


    EXHIBIT 10.1

    
 

    EMPLOYMENT
AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 20th
day of May, 2008, by
and between Pacific Coast National Bancorp (the "Company"), Pacific Coast
National Bank (the "Bank") (the Company and the Bank are hereinafter referred to
collectively as "Employer") and Michael Stephen Hahn, a resident of Orange
County, California ("Executive") (the
signatories to this Agreement will be referred to jointly as the
"Parties").

     

    WITNESSETH:

     

    WHEREAS,
the Bank is a wholly-owned subsidiary of the Company; and

     

    WHEREAS,
The Company has agreed to employ Executive, and Executive has agreed to be
employed by the Company, subject to and on the terms and conditions set forth herein; and

     

    WHEREAS,
The Bank has agreed to employ Executive, and Executive has agreed to be employed
by the Bank, subject to and on the terms and conditions set forth herein;
and

     

    WHEREAS,
Employer and Executive have read and understand the terms and provisions set
forth in this Agreement and have been afforded a reasonable opportunity to
review this Agreement with their respective legal counsel.

     

    NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth in
this Agreement, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Executive and Employer agree as
follows:

     

    1.           Term. Subject to
extensions as noted herein, the term of this Agreement (the "Term") shall
commence on May 16, 2008 ("Effective Date") and shall continue in effect through
May 15, 2013, unless terminated pursuant to Section 4 (the "Initial Term"). At
the end of the Initial Term, the Agreement shall automatically renew for
successive one-year terms, unless Employer provides written notice to Executive
within ninety (90) days prior to the expiration of the then current
term.

     

    2           Duties
and Authority.

     

    (a)           During
the Term, Executive shall serve as Employers' President and Chief Executive
Officer. Executive shall perform in a professional manner the authorized and
customary duties for the positions and such other reasonable duties and
responsibilities as the respective Board of Directors of Employer (the "Boards")
may assign to Executive from time to time, in writing, which duties shall
include, but not be limited to the following:

     

    (i)           Executive
shall oversee the daily operation of Employer and all subsidiary activities
related to and controlled by Employer;

     

    (ii)           Executive
shall carry out and implement all proper directions and instructions of the
Boards that conform with reasonable and sound banking practices;

     

    (iii)           Executive
shall use his best efforts to operate the Bank so as to meet the growth and
financial projections and budgets established and approved by the Boards,
assuming such projections and budgets shall be reasonable and realistically
attainable under the conditions which then exist both in the Bank and local and
national financial markets; and

     


    
      
        
           

        

         


      

      
         


         


      

      
         


      

    


    (iv)           Executive
shall use his best efforts to avoid any action that might materially
damage,
harm or discredit the reputation of Employer, their shareholders, or the
Boards.

     

    (b)           Notwithstanding
the provisions of Section (a), the duties and responsibilities of Executive may
be changed and modified from time to
time by the Boards at their discretion provided Executive is not demoted in any
way or made to work under conditions that are materially different than
originally anticipated. Upon changes and modifications to Executive's duties and
responsibilities, Executive's employment with Employer shall continue to be
governed by the terms of this Agreement.

     

    (c)           During
the Term, Executive shall devote Executive's best efforts and entire productive
time, ability and attention to the business operations of Employer, and shall
not, without the written consent of Employer, directly or indirectly, alone or
as a partner, officer, director, stockholder, Executive, or consultant of any
other person, entity, association, agency, organization, or institution, engage
in any other business or profession which would necessitate Executive's giving
any portion of his time and effort to such activity. Executive shall at all
times faithfully, with diligence and to the best of Executive's ability,
experience, and talent, perform all the duties that may be required of and from
Executive pursuant to the express and implicit terms hereof to the reasonable
satisfaction of Employer.

     

    (d)           Executive
shall become informed to the best of his ability of current developments in the
banking industry applicable to Employer and shall attend such banking seminars
and schools as he or Employer deems appropriate to keep apprised of laws,
regulations, policies and procedures that affect Employer and their operations.
Executive shall serve as a voting member for the Board of Directors for
Employer. Executive shall serve on such committees of Employer as the Boards may
determine from time to time. Executive shall at all times be subject to the
direction and control of the Boards, and all acts of Executive in the
performance of his duties hereunder shall be carried out in conformity with the
policies, directions and limitations as from time to time established by the
Boards. Executive shall not be required to change his domicile from Orange
County, California in connection with the performance of his duties hereunder.
Executive shall not be required to engage in any activities or exercise any
powers or authority that has the effect of violating any federal, state or local
laws or regulations.

     

    3.           Compensation and
Benefits. All payments of compensation to Executive shall be payable in
accordance
with Bank's ordinary payroll and other policies and procedures.

     

    (a)           Base Salary. During
the Term, the Bank shall pay Executive, at a minimum, a base salary of
$190,000.00 per full calendar year ("Base
Salary"), appropriately prorated for partial months at the commencement and end
of the Term. The Bank shall review the amount of such Base Salary no less often
than annually on the annual anniversary date of said contract. The first salary
review will be effective May 16, 2009 and annually thereafter. Any salary
adjustment shall be based on: (i) Executive's performance since Executive's last
review; (ii) the performance and profitability of the Bank; and (iii) the Bank's
salary policy effective at the time of any such salary review and adjustment.
The Bank shall have the right to deduct from any payment of all compensation to
Executive hereunder any federal, state or local taxes required by law to be
withheld with respect to such payments and any other amounts specifically
authorized to be withheld or deducted by Executive.

     

    (b)           Annual Cash Incentive
Compensation. Executive, if employed on the last day of the calendar year
for which any bonus as determined by the Boards is being awarded, shall be
eligible for performance-based annual cash, options and/or stock awards as
determined by the Boards in accordance with a mutually agreed upon incentive
compensation plan (the "Plan") with goals and objectives established by the
Boards in January of each calendar year that this Agreement is in effect. The
Plan must be approved and presented to Executive no later than November 30th of each
calendar year beginning November 30, 2008 and shall provide benefits of not less
than 15% of the Base Salary.

     


    
      
        
           

        

         


      

      
         


         


      

      
         


      

    


    (c)           Participation in Executive
Benefit Programs. Executive shall be entitled to participate in any
benefit programs applicable to all Executives of Employer or to executive
Executives of Employer in accordance with Employer policy and the provisions of
said benefit plans. This Agreement, which provides certain additional benefits,
does not preclude Executive's participation in such other plans of
Employer.

     

    (d)           Term Life Insurance
The Bank shall maintain Executive's current
term insurance policy with the death benefit in the amount of $1,500,000. The
executive's estate shall be named the beneficiary of $1,000,000 of the death
benefit and Pacific Coast National Bancorp will be the beneficiary of the
remaining $500,000.

     

    (e)           Disability Insurance:
The Bank shall purchase and maintain a long-term disability policy on behalf of
Executive. This policy should replace at least half of Executive's salary up to
a specific maximum benefit of $8,500 per month through age 65.

     

    (f)           Medical Insurance:
The Bank shall provide Executive a medical benefits credit in the amount
designated under the Bank's HR policy to be used specifically for medical
insurance benefits for both Executive and his spouse. Executive must choose a
medical plan from the available choices under the Bank's approved Group Heath
Plan.

     

    (g)           Leased/Purchased Vehicle or
Auto Allowance. Bank shall purchase, lease, or reimburse Executive, in
the maximum amount of $800.00 per month, for leasing a vehicle for Executive's
transportation to and from the offices of Employer and for use in engaging in
activities in the name of or for the benefit of Employer. Executive shall have
the option to replace said vehicle every two years beginning as of February 01,
2009. If Executive chooses, he may have the option to purchase his own vehicle
and receive an auto allowance in the amount of $800.00. The Bank shall pay or
reimburse Executive 90% for gas, insurance costs, and repairs associated with
the Executives vehicle. If the vehicle is leased by the bank, the bank shall
reimburse Executive 90% for gas. Insurance cost and repairs shall be the
responsibility of the bank.

     

    (h)           Club Membership. When
deemed appropriate by the Bank's Nomination and Governance Committee, the Bank
shall pay, or reimburse Executive, for all membership fees and monthly
membership dues on behalf of Executive and his immediate family at a club deemed
beneficial to the Bank's presence in the local community. Club membership must
be approved annually by the Company's Nomination & Governance Committee of
its Board of Directors. In addition, the Bank shall reimburse Executive for
reasonable business related expenses incurred by Executive at such
club.

     

    (i)           Reimbursement of
Expenses. During the Term Employer shall promptly pay all reasonable
expenses incurred by Executive and spouse for all reasonable travel and other
business related expenses incurred by Executive in performing his obligations
under this Agreement in accordance with Employers' travel
and business expense policy, such expenses to be reviewed by Employers' Boards
on a periodic basis.

     

    (j)           Compensation after
Termination.

     

    (i)           If
the Term is terminated by Employer without cause, Executive shall be entitled to
receive severance pay in an amount equal to one year of the Executive's Base
Salary (the "Severance
Payment"), payable within thirty (30) days of the end of the Term; provided,
however, if the Severance Payment would cause Employer to contravene any law,
regulation or policy applicable to Employer, Employer and Executive agree that
the Severance Payment shall be made to the extent permitted by law, regulation
and policy, and the remainder of the Severance Payment shall be made from time
to time at the earliest time permitted by law, regulation and policy. After the
30th day following the end of the Term, the outstanding Severance Payment shall,
until paid, bear interest per annum at the prime lending rate as published in
the Southwest Edition of The
Wall

     


    
      
        
           

        

         


      

      
         


         


      

      
         


      

    


    Street Journal on the 3lst
day following the end of the Term. In addition to the Severance Payment,
Employer shall reimburse Executive in the maximum amount of $25,000.00 for
reasonable expenses incurred by Executive in relocating from Orange County,
California within thirty (30) days after receiving evidence
thereof.

     

    Except as
otherwise specifically provided herein, Employer shall have no other obligations
hereunder or otherwise with respect to Executive's employment from and after the
termination or expiration date, and Employer shall continue to have all other
rights available hereunder.

     

    (ii)           No
termination under Section J shall terminate or adversely affect any rights of
Executive then vested under any disability or other benefit program of
Employer.

     

    (k)           Fair and Adequate
Compensation. Employer and Executive acknowledge that such compensation
and the other covenants and agreements of Employer contained herein are fair and
adequate compensation for Executive's services and for the covenants described
below.

     

    (l)           Allocation of
Compensation. The Bank and the Company shall be jointly responsible for
the consideration provided to Executive pursuant to this Section 3 subject to
such allocation between the two as Employer deems appropriate.

     

    4           Termination.

     

    (a)           Death. If Executive
dies during the Term and while in the employ of Employer, this Agreement shall
automatically terminate and Employer shall pay Executive's estate an amount
equal to sixty (60) days of base salary with no further obligation to Executive
or his estate under this Agreement (other than death benefits payable under the
benefit plans referenced in Section (b) or (d), except that Employer shall pay
Executive's estate that portion of the Base Salary under Section J accrued
through the date on which Executive's death occurred. Such payment of the Base
Salary to Executive's estate shall be made in the same manner as other payroll
obligations of Employer.

     

    (b)           Disability.

     

    (i)           Employer
may terminate this Agreement if, during the Term, Executive shall be prevented
from performing his duties hereunder by reason of becoming disabled. For
purposes of this Agreement, the term "disabled" shall have the meaning set forth in Employer's long term
disability plan or, if Employer has no long term disability plan in effect at
the time of the Executive's disability, shall mean that Executive has become
physically or mentally incapable (excluding infrequent and temporary absences
due to ordinary illness) of performing the essential functions of his duties
under this Agreement for a continuous period of twelve (12) months, as
determined by Employer upon the advice of a qualified physician. In the event a
dispute arises between Executive and the Employer concerning Executive's
physical or mental ability to continue or return to the performance of his
duties, Executive shall submit to examination by a competent physician mutually
agreeable to both parties. The physician's opinion as to the Executive's
capability to perform his duties will be final and binding. During any period
prior to termination during which the Executive fails to perform his duties as a
result of incapacity due to physical or mental illness, Executive shall continue
to receive his full salary at the rate then in effect for such period until his
employment terminates pursuant to this Section (b), provided that payments so
made to Executive during such period shall be reduced by the sum of the amounts,
if any, payable to Executive under any disability benefit plans of Employer that
were not previously applied to reduce such payment.

     

    (ii)           In
the event of a termination pursuant to this Section (b), Employer shall be
relieved of all its obligations under this Agreement, except that Employer shall
pay to Executive, or his estate in the event of his subsequent death,
Executive's Base Salary under Section 1 through the date on which such
termination shall have occurred, reduced during such period by the amount of any
benefits received by Executive under any disability policy maintained by
Employer and any death benefits payable under the benefit plans

     


    
      
        
           

        

         


      

      
         


         


      

      
         


      

    


    referenced
in Section (b) or (d). All such payments to Executive or his estate shall be
made in the same manner as other payroll obligations of Employer.

     

    (c)           Discharge for Cause.
At any time during the Term, Employer may discharge Executive for cause and
terminate this Agreement by delivering to Executive a written notice of
discharge. The notice of discharge shall set forth the reasons for Executive's
termination for cause. For purposes of this Agreement, cause shall be defined as
the occurrence of any of the following events:

     

    (i)           The
determination by the Boards in the exercise of their reasonable judgment, after
consultation with their legal counsel, that Executive has committed an act or
acts constituting (i) a felony or other crime, whether a felony or a
misdemeanor, involving moral turpitude, dishonesty or theft, (ii) dishonesty or
disloyalty with respect to Employer, or (iii) fraud;

     

    (ii)           The
determination by the Boards in the exercise of their reasonable judgment, that
(i) the Executive has failed to follow the policies adopted by the Boards; (ii)
that Executive has failed to meet the performance goals established in writing
by the Boards in March of each calendar year this Agreement is in effect; (iii)
Executive has committed a breach or violation of this Agreement; or (iv) that
Executive has engaged in such actions or omissions that would constitute unsafe
or unsound banking practices; provided, that Executive fails to cure any of the
foregoing reasons for termination within thirty (30) days after written notice
to Executive by Employer specifying in reasonable detail the alleged reason for
termination;

     

    (iii)           The
determination by the Boards, after consultation with their legal counsel, that
Executive has engaged in gross misconduct in the course and scope of his
employment with Employer including indecency, immorality, gross insubordination,
dishonesty, unlawful harassment or discrimination, use of illegal drugs, or
fighting; or

     

    (iv)           In
the event Executive is prohibited from engaging in the business of banking by
any governmental regulatory agency having jurisdiction over
Employer.

     

    For
purposes of this Agreement, Executive shall not be deemed to be in breach of
this Agreement for his failure to substantially perform his duties under this
Agreement where such failure results because Executive has become disabled
within the meaning of Section (b). In such case termination of Executive shall
be governed by the provisions of Section (b).

     

    (d)           Discharge without
Cause. At any time during the Term, Employer shall be entitled to
terminate Executive's
employment and this Agreement "without
cause," by
providing him with a written notice of termination. Any termination of this
Agreement other than for cause as set forth in Section 4(c), based on the death
or disability of Executive, as set forth in Sections 4(a) or 4(b) respectively,
or a constructive discharge as set forth in Section 4(e) shall be deemed to be a
termination without cause.

     

    (e)           Resignation.
Executive shall be entitled to terminate this Agreement by providing Employer
with a written notice of resignation at least ninety (90) days prior to the
intended resignation date. Upon Executive's resignation, he shall be entitled to
receive any Base Salary which has been earned by him through the effective date
of such resignation. In lieu of having Executive work for Employer through the
effective date of the resignation, Employer may terminate this Agreement
immediately; however, Employer shall still pay Executive amounts to which he
would otherwise be entitled through the effective date of such resignation. Upon
the effective date of Executive's resignation, Executive shall not be entitled
to receive any other compensation or benefits as provided in the individual
benefit plans or agreements unless approved by the bank's board of
directors.

     

    (f)           Cross Termination.
Termination by either the Bank or the Company shall be deemed to be automatic
termination by the other.

     


    
      
        
           

        

         


      

      
         


         


      

      
         


      

    


    5.           Noncompetition by Executive
During Term of Agreement. Except as otherwise provided in the Agreement,
during the Term of the Agreement, Executive shall not, directly or indirectly,
either as an employee, employer, consultant, agent, principal, partner,
stockholder, corporate officer, director, or in any individual representative
capacity, partake or participate in any business that is the same as or similar
to the business of Employer, without the express prior written authorization of
Employer, which may be withheld in Employer's sole and absolute
discretion.

     

    6.           Confidentiality and
Nonsolicitation. Except as required in the ordinary course of Employer's
business, Executive shall hold in confidence and not disclose to any person or
entity without the express prior written authorization of Employer, either
during the term of the Agreement, or within one (1) year thereafter, any
information, trade secrets, systems, processes or business methods, or any other
matter relating to the customers or the business affairs of Employer or any
companies affiliated with Employer that constitute secret or confidential
information of Employer.

     

    7.           Right to Employer
Materials. Executive agrees that all documents and intangible media
relating to Employer's business, including, but not limited to the following;
source code, advertising literature, drawings, blueprints, notes, memorandum,
specifications, devices, mechanical parts, formula, lists, materials, books,
files, reports, correspondence, records and other documents ("Employer
Materials") relating to the business of Employer, shall remain the property of
Employer, as applicable. Employer Materials constitute trade secrets of
Employer, as applicable, and shall not be disclosed to any other party except as
expressly authorized by Employer, as applicable. Upon termination of employment,
for any reason, all Employer Materials shall be returned immediately to
Employer, as applicable, and Executive shall not make or retain any copies
thereof. Executive acknowledges and agrees that any knowledge, information and
materials in Executive's possession relating to the business of Employer that
Executive possessed prior to his employment with Employer, shall also be deemed
to constitute part of Employer Materials for purposes of this
Section.

     

    8.           Remedies. In the
event that Executive violates any of the provisions set forth in Sections 6 and
7 of this Agreement, Executive acknowledges that Employer will suffer immediate
and irreparable harm which cannot be accurately calculated in monetary damages.
Consequently, Executive acknowledges and agrees that Employer shall be entitled
to immediate injunctive relief, either by temporary or permanent injunction, to
prevent such a violation. Executive further acknowledges and agrees that this
injunctive relief shall be in addition to any other legal or equitable relief to
which Employer would be entitled.

     

    9.           Early Resolution
Conference. This Agreement is understood to be clear and enforceable as
written and is executed by both parties on that basis. However, if at any time
Executive seeks to challenge any provision of this Agreement as unclear,
unenforceable or inapplicable to any competitive activity in which Executive
intends to engage, Executive shall first notify the Employer in writing and meet
with a representative of the Employer and a neutral mediator (if the Employer
elects to retain one, at its expense) to discuss the resolution of any disputes
between the parties. Executive shall provide this notification at least fourteen
(14) days before Executive engages in any activity that could foreseeably fall
within the scope of any of the provisions set forth in Section 5, 6 or 7 of this
Agreement. The failure to comply with this requirement shall operate as a waiver
by the Executive to challenge the reasonable scope, clarity, applicability or
enforceability of Section 5, 6 or 7 of this Agreement. All rights of Executive
and the Employer will be preserved if the early resolution conference
requirement is complied with, even in the event that no agreement is reached as
a result of the conference.

     

    10.           Arbitration.

     

    (a)           Executive
recognizes that differences may arise between him, the Employer, and the Company
during or following his employment with Employer, and that those differences may
or may not be related to his employment. Executive acknowledges that by entering
into this Agreement, he anticipates gaining

     


    
      
        
           

        

         


      

      
         


         


      

      
         


      

    


    the
benefits of a speedy, impartial dispute-resolution procedure for resolving any
and all disputes between himself, Employer, and Company. Notwithstanding Section
9 hereof, this Section 10 shall be governed by the Federal Arbitration Act and
to the extent that it is inconsistent with California law, it will supercede
California law relating to the arbitrability of any disputes.

     

    (b)           Executive
and Employer consent to the resolution by final and binding arbitration of any
claim, controversy, or dispute ("claim(s)") between Executive and Employer,
whether or not such claims arise out of or relate to his employment by Employer,
in accordance with the Employment Arbitration Rules of the American Arbitration
Association in effect on the date the claim or controversy arises. The claims
covered by this Section include, but are not limited to, claims for wages or
other compensation due; claims for breach of any contract or covenant (express
or implied); tort claims (including, but not limited to, invasion of privacy,
intentional infliction of emotional distress, assault, battery, fraud,
negligence, gross negligence, negligent hiring or retention); claims of
discrimination (including, but not limited to, race, gender, sexual harassment,
religion, national origin, age, marital status, or medical condition, handicap
or disability); claims for benefits (except where an Executive benefit or
pension plan specifies that its claims procedure shall culminate in an
arbitration procedure different from this one); and claims for violation of any
federal, state, or other governmental law, statute, regulation, or ordinance,
except claims excluded in the following paragraph.

     

    (c)           Executive
and Employer understand that claims for workers' compensation or unemployment
compensation benefits are not covered by this Agreement. Moreover, although
Executive is prohibited from filing a lawsuit concerning claims covered by
this Agreement, Executive understands that this Section shall not
prohibit him from filing a charge or complaint with any governmental agency.
Finally, Executive understands that this Section 10 does not apply with respect
to disputes relating to the operation of and the enforcement of Sections 5, 6
and 7 hereof.

     

    (d)           Either
party may initiate an arbitration proceeding by delivery of written notice to
the other party hereto. Resolution of such dispute shall be resolved by a
majority vote of a panel of three arbitrators. Within 30 days after giving or
receiving a demand for arbitration, Employer and Executive shall each select one
arbitrator. Such arbitrators shall be freely selected and the parties shall not
be limited in their selection to any prescribed list. The arbitrators chosen by
Employer and Executive shall, by mutual consent, select the third arbitrator.
Except as otherwise agreed upon by the Parties, the arbitration shall convene in
Orange, California.

     

    (e)           The
decision of the arbitrators shall be in writing and presented in separate
findings of fact and law. The award of the arbitrators shall be final and
binding on the parties from which no appeal maybe taken and an order confirming
the award or judgment upon the award may be entered into in any court having
jurisdiction there over.

     

    (f)           Prior
to the appointment of the arbitrator, Employer or Executive may seek provisional
remedies, including, without limitation, temporary restraining orders and
preliminary injunctions. After the appointment of the arbitrators, the
arbitrators shall have sole authority to grant such provisional remedies as the
arbitrators, in their sole discretion, deem necessary or
appropriate.

     

    (g)           The
arbitrators shall have the authority to award any relief permitted by relevant
federal or state statute, including, without limitation, back wages, front
wages, actual damages, compensatory damages, punitive damages, attorneys' fees,
and costs associated with the arbitration proceeding. The arbitrators, in the
award, may assess the fees and expenses of the arbitrators and of the
arbitration proceeding and the witness and attorney's fees of the parties or any
part thereof, against either Employer or Executive or both of them, taking into
account the circumstances of the case. Except as assessed by the arbitrators in
the award, Employer and Executive shall each bear their own costs in connection
with the arbitration proceeding. Notwithstanding the foregoing, Employer shall
bear 100% of the aggregate fees and expenses of the arbitrators.

     


    
      
        
           

        

         


      

      
         


         


      

      
         


      

    


    (h)           Executive
and Employer acknowledge and agree that a party making a claim pursuant to or
arising under this Section must give written notice of such claim within one (1)
year of the occurrence of the event or conduct giving rise to the claim. Failure
to give notice of any claim within one (1) year shall constitute a waiver of the
claim, even if there is a federal or state statute of limitations which would
have given more time to pursue the claim.

     

    (i)           Except
with respect to claims described in Section 10(c), Executive and Employer
acknowledge and agree that the arbitrators, and not any federal, state, or local
court or agency, shall have exclusive authority to resolve any dispute relating
to the interpretation, applicability, enforceability or formation of this
Agreement, including, but not limited to, any claim that all or any part of this
Agreement is void or voidable. Such arbitrators shall have jurisdiction to hear
and rule on pre-hearing disputes, and are authorized to hold pre-hearing
conferences by telephone or in person as the arbitrator deems necessary. The
arbitrators shall have the authority to entertain a motion to dismiss and/or a
motion for summary judgment by any party and shall apply the standards governing
such motions under the Federal Rules of Civil Procedure. The arbitrators shall
apply the substantive law (and the law of remedies, if applicable) of the state
in which the claim arose, or federal law, or both, as applicable to the claim(s)
asserted. The Federal Rules of Evidence shall apply to the arbitration
proceeding.

     

    11           Change in Control..
Upon a Change in Control, Employer shall pay to Executive a cash lump sum
payment equal to 299% of his Base Amount as defined in section 280G(b)(3) of the
Internal Revenue Code of 1986, as amended ("Change in Control Payment");
provided, however, if the Change in Control Payment to Executive would cause the
Employer to contravene any law, regulation or policy applicable to the Employer,
the Employer and Executive agree that such Change in Control Payment shall be
made to the extent permitted by law, regulation and policy, and the remainder of
such Change in Control Payment shall be made from time to time at the earliest
time permitted by law, regulation and policy. For purposes of this Agreement,
"Change in Control" means:

     

    (a)           a
change in the ownership of the capital stock of the Employer or the Company,
whereby a corporation, person, or group acting in concert (other than the
current members of the boards of directors of the Company or the Employer or any
of their descendants, the Company, the Employer, or any savings, pension or
other benefit plan for the benefit of the Executives of the Company or the
Employer or subsidiaries thereof)(a "Person") as
described in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), holds
or acquires, directly or indirectly, beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of a number of shares of capital
stock of the Company or the Employer which constitutes fifty percent (50%) or
more of the combined voting power of the Company's or the Employer's then
outstanding capital stock entitled to vote generally in the election of
directors;

     

    (b)           the
persons who were members of the board of directors of Employer immediately prior
to a tender offer, exchange offer, contested election or any combination of the
foregoing, cease to constitute a majority of the board of directors of Employer,
as applicable;

     

    (c)           the
consummation by the board of directors of Employer of a merger, consolidation or
reorganization plan involving Employer in which Employer, as applicable, is not
the surviving entity, or a sale of all or substantially all of the assets of
Employer. For purposes of this Agreement, a sale of all or substantially all of
the assets of Employer shall be deemed to occur if any Person acquires (or
during the I2-month period ending on the date of the most recent acquisition by
such Person, has acquired) gross assets of Employer, as applicable, that have an
aggregate fair market value equal to fifty percent (50%) or more of the fair
market value of all of the respective gross assets of Employer immediately prior
to such acquisition or acquisitions;

     

    (d)           a
tender offer or exchange offer is made by any Person which is successfully
completed and results in such Person beneficially owning (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) either fifty percent (50%) or
more of Employers' outstanding shares of common stock or shares of

     


    
      
        
           

        

         


      

      
         


         


      

      
         


      

    


    capital
stock having fifty percent (50%) or more of the combined voting power of
Employers' then outstanding capital stock (other than an offer made by the
Company or the Employer), and sufficient shares are acquired under the offer to
cause such person to own fifty percent (50%) or more of the voting
power;

     

    (e)           a
dissolution or liquidation of Employer; or

     

    (f)           any
other transactions or series of related transactions occurring which have
substantially the same effect as the transactions specified in clauses (a) -
(f);

     

    provided
however that, a shareholder or shareholders may make the following transfers and
such transfers shall be deemed not to be a Change in Control: (i) to
any trust described in section 136I (c)(2) of the Code and that is
created solely for the benefit of any shareholder or any spouse or lineal
descendant of any shareholder; (ii) to
any individual by bona fide gift; (iii) to any spouse or former spouse
pursuant to the terms of a decree of divorce; or (iv) to any officer or
Executive of Employer pursuant to any stock option plan established by the
shareholders of Employer.

     

    12           Notices. All notices,
requests, consents and other communications to be given or delivered hereunder
or by reason of the provisions of this Agreement shall be in writing and shall
be deemed to have been properly served if (a) delivered personally, (b)
delivered by a recognized overnight courier service, (c) sent by certified or
registered mail, return receipt requested and first class postage prepaid, or
(d) sent by facsimile transmission followed by a confirmation copy delivered by
recognized overnight courier service the next day. Such notices, requests,
consents and other communications shall be sent to the respective parties as
follows: (i) if to Executive: Michael Stephen Hahn, 2905 Penedes, San Clemente,
CA, 92028; (ii) if to Employer: Pacific Coast National Employer; and (iii) if to
Company: Pacific Coast National Bancorp. Any Party hereto may designate a
different address by providing written notice of such new address to the other
Parties. Date of service of such notice shall be :(i) the date such notice is
personally delivered or sent by facsimile transmission (with issuance by the
transmitting machine of a confirmation of a successful transmission); (ii) three
business days after the date of mailing if sent by certified or registered mail;
or (iii) one business day after the date of delivery to the overnight courier if
sent by overnight courier.

     

    13.           Severability. The
Parties acknowledge that each covenant and/or provision of this Agreement shall
be enforceable independently of every other covenant and/or provision.
Furthermore, Executive and Employer acknowledge that, in the event any covenant
and/or provision of this Agreement is determined to be unenforceable for any
reason, the remaining covenants and/or provisions will remain effective, binding
and enforceable.

     

    14.           Complete Agreement;
Modification. The Parties acknowledge and agree that this Agreement
constitutes the complete and entire agreement between the parties; that each
executed this Agreement based upon the express terms and provisions set forth
herein; that, in accepting employment with Employer, Executive has not relied on
any representations, oral or written, which are not set forth in this Agreement;
that no previous agreement, either oral or written, shall have any effect on the
terms or provisions of this Agreement; and that all previous agreements, either
oral or written, are expressly superseded and revoked by this Agreement. The
provisions hereof may not be altered, amended, modified, waived, or discharged
in any way whatsoever, except by written agreement executed by Executive and
Employer. No waiver shall be deemed a continuing waiver or a waiver of any
subsequent breach or default, either of a similar or different nature, unless
expressly so stated in writing.

     

    15.           Governing Law. This
Agreement shall be construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this
Agreement shall be governed by, the laws of the State of California, without
giving effect to provision thereof regarding conflict of

     


    
      
        
           

        

         


      

      
         


         


      

      
         


      

    


    laws.

     

    16.           Counterparts. This
Agreement may be executed in multiple original counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

     

    17.           Prior Agreements.
Executive represents that his service as an Executive of Employer will not
violate any agreement: (i) he has made that prohibits him from disclosing any
information he acquired prior to his becoming employed by Employer; or (ii) he
had made that prohibits him from accepting employment with Employer or that will
interfere with his compliance with the terms of this Agreement. Executive
further represents that he has not previously, and will not in the future,
disclose to Employer any proprietary information or trade secrets belonging to
any previous employer. Executive acknowledges that Employer has instructed him
not to disclose to it any proprietary information or trade secrets belonging to
any previous employer.

     

    18.           Voluntary Agreement.
The Parties acknowledge that each has carefully read this agreement, that each
has had an opportunity to consult with his or its attorney concerning the
meaning, import and legal significance of this Agreement, that each understands
its terms, that all understandings and agreements between Executive and Employer
relating to the subjects covered in this Agreement are contained in it, and that
each has entered into the Agreement voluntarily and not in reliance on any
promises or representations by the other than those contained in this
Agreement.

     

    19.           Restrictions Upon
Funding. Employer shall have no obligation to set aside, earmark or
entrust any fund or money with which to pay its obligations under this
Agreement. Executive or any successor-in-interest to Executive shall be and
remain simply a general creditor of the Employer in the same manner as any other
creditor having a general unsecured claim. For purposes of the Code, Employer
intends this Agreement to be an unfunded, unsecured promise to pay on the part
of Employer. For purposes of Executive Retirement Income Security Act of 1974,
as amended ("ERISA"), the Employer intends that this Agreement not be subject to
ERISA. If it is deemed subject to ERISA, it is intended to be an unfunded
arrangement for the benefit of a select member of management, who is a highly
compensated Executive of Employer for the purpose of qualifying this Agreement
for the "top hat" plan exception under sections 201(2), 301(a)(3) and 401(a)(1)
of ERISA. At no time shall the Executive have or be deemed to have any lien nor
right, title or interest in or to any specific investment or to any assets of
Employer. If Employer elects to invest in a life insurance, disability or
annuity policy upon the life of Executive, Executive shall assist Employer by
freely submitting to a physical examination and supplying such additional
information necessary to obtain such insurance or annuities.

     

    20.           Interpretation. When
a reference is made in this Agreement to a Section, such reference shall be to a
Section of this Agreement unless otherwise indicated. The headings contained in
this Agreement are for convenience of reference only and shall not affect in any
way the meaning or interpretation of this Agreement. Whenever the words
"include", "includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation." The words "hereof',
"herein" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision in
this Agreement. Each use herein of the masculine, neuter or feminine gender
shall be deemed to include the other genders. Each use herein of the plural
shall include the singular and vice versa, in each case as the context requires
or as is otherwise appropriate. The word "or" is used in the inclusive sense.
Any agreement or instrument defined or referred to herein or in any agreement or
instrument that is referred to herein means such agreement or instrument as from
time to time amended, modified or supplemented, including by waiver or consent.
References to a person are also to its permitted successors or
assigns.

     

     

    [Signature
Page Follows]


    
      
        
           

        

         


      

      
         


         


      

      
         


      

    



    


     

    [Signature
Page to Employment Agreement]

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above, to be effective as of the Effective Date.

     

    
      	
              EXECUTIVE:

            	 
      	
              /s/
      Michael Stephen Hahn

            
	 
      	 
      	
              Michael
      Stephen Hahn, President/CEO

            
	 
      	 
      	 
      
	
              EMPLOYER:

            	 
      	
              PACIFIC
      COAST NATIONAL BANCORP

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      Denis Morgan

            
	 
      	 
      	
              Denis
      Morgan, Compensation Chairman

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      Denny Lindeman

            
	 
      	 
      	
              Denny
      Lindeman, Chairman of the Board

            
	 
      	 
      	 
      
	 
      	 
      	
              PACIFIC
      COAST NATIONAL BANK

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      Denis Morgan

            
	 
      	 
      	
              Denis
      Morgan, Director

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      Dennis Lindeman

            
	 
      	 
      	
              Dennis
      Lindeman, Chairman of the Board