Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document

 
 

Exhibit 10.11    
  


 
 

EMPLOYMENT AGREEMENT    
  


    This Employment Agreement (the "Agreement") is entered into effective as of May 1, 1999, by and between First Charter Bank, N.A., a national banking
association ("Bank") and James R. Brewer ("Officer"). 


 
 

RECITALS    
  


    A.  Bank
is a national banking association, duly organized, validly existing, and in good standing under the National Bank Act, with power to own property and carry on
its business as it is now being conducted; 


    B.  Bank
desires to avail itself of the skill, knowledge and experience of Officer in order to ensure the successful management of its business; and 


    C.  The
parties hereto desire to specify the terms of Officer's employment with Bank in accordance with 12 U.S.C.§21. 



    NOW,
THEREFORE, in reliance upon the foregoing and for good and valuable consideration, receipt of which hereby is acknowledged, Bank and Officer agree that from the date first above
written (the "Effective Date"), the following terms and conditions shall apply to Officer's employment with Bank. 


    1.  Positions, Duties and Authority.  



    1.1.  Titles and Duties.  During the Term (as defined in Section 2 hereof) Officer shall have the
title, duties and authority of President and Chief Executive Officer of Bank, subject to the powers by law vested in the Board of Directors of Bank (the "Board"). During the Term, Officer shall
perform exclusively the services herein contemplated to be performed by Officer faithfully, diligently and to the best of Officer's ability in compliance with all applicable laws and regulations,
orders issued by regulatory authorities, Bank's articles of association and bylaws, and in compliance with the lawful policies and directives from time to time established by the Board. It is
understood and acknowledged that the Board may designate and appoint one or more committees which, if created, may act for and on behalf of the Board to which Officer may report. 


    1.2.  Conflicts of Interest.  Except as permitted by prior written consent of the Board, Officer shall
devote his entire productive time, ability and attention to the business of Bank during the Term, and Officer shall not directly or indirectly be engaged in any other business activity whether such
activity results or potentially could result in profit, gain or other pecuniary benefit to Officer or any other person. 




    2.  Term of Employment.  Unless earlier terminated in accordance with the provisions hereof, the term of
Officer's employment (the "Term" shall commence on the Effective Date and shall expire on the third (3rd) annual anniversary thereof. 


    3.  Compensation.  



    3.1.  Base Salary.  For services rendered during the Term, Bank shall pay to Officer an annual base
salary (the "Base Salary") at a minimum rate of One Hundred Seventy-Five Thousand Dollars ($175,000) per annum, payable in installments in conformity with Bank's policy relating to
salaried employees. If Officer shall become entitled to receive salary for any period that is less than one (1) calendar month, the salary for such period shall be computed by prorating
Officer's current Base Salary over such period based upon the actual number of days therein. 


    3.2.  Discretionary Bonus.  Officer shall be eligible for consideration to receive merit bonuses at the
sole discretion of the Board in accordance with policies, practices and criteria utilized by Bank in granting bonuses to other executive officers. 






 

    4.  Executive Benefits.  



    4.1.  Group Medical and Life Insurance Benefits.  


    (a) Bank
shall provide for Officer at Bank's expense participation in medical, dental, accident, health, life and disability insurance benefits equivalent to the normal
and customary benefits currently or from time-to-time provided by Bank. Said coverage shall be in existence or shall take effect as of the Effective Date, subject to applicable
waiting periods, and shall continue through the Term. 



    (b) In
the event of a termination of this Agreement for any reason, Officer shall be entitled to continue to participate in Bank's medical, dental, accident and health
plans for such length of time as may be required by law. 


    (c) For
purposes of this Agreement, the term Disability shall mean Officer is physically or mentally incapable of performing Officer's duties for a period of ninety
(90) consecutive days or greater, as determined in good faith by the Board; provided, however, that if Officer returns to performing his duties at any time for less than seven
(7) business days, such period shall not constitute interruption of the period of Officer's physical or mental incapacity. 



    4.2.  Vacation.  Officer shall be entitled to four (4) weeks vacation for each calendar year;
provided, however, that during each such calendar year Officer is required to and shall take at least two (2) weeks of said vacation consecutively. 


    4.3.  Automobile Allowance.  During the Term, Bank shall pay Officer an automobile allowance of Seven
Hundred Dollars ($700) per month. Except for this automobile allowance, Bank shall not be obligated to pay any other expenditure with respect to the ownership, operation, insurance or maintenance of
Officer's automobile other than for the maintenance and use of one cellular car phone which shall be subject to the provisions of Section 6 hereof. Officer shall procure and maintain in force
an automobile liability insurance policy on such automobile with coverage from comprehensive with extended coverage, collision for actual cash value of the vehicle with no more than a Five Hundred
Dollar ($500) deductible, and for bodily injury, death or property damage, in limits no less than One Hundred Thousand Dollars ($100,000) for property damage and Three Hundred Thousand Dollars
($300,000) for public liability. 




    5.  Memberships.  Subject to the provisions of Section 6 hereof, during the Term, Bank shall pay
membership fees and related minimum usage fees (which minimum usage fees shall not exceed Five Hundred Dollars ($500) annually), at Bank's expense, for Officer at associations, organizations or clubs
mutually agreed to by Bank and Officer. 


    6.  Business Expenses.  Officer shall be entitled to reimbursement by Bank for any ordinary and necessary
expenses incurred by Officer in the performance of his duties and in acting for Bank during the Term, which types of expenditures shall be determined by the Board provided that: 



    (a) Each
such expenditure is of a nature qualifying as a proper deduction on the federal and state income tax returns of Bank as a business expense and not as a
deductible compensation to Officer; 


    (b) Officer
furnishes to Bank adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing
authorities and by Bank policies for the substantiation of such expenditures as deductible business expenses of Bank (and not as deductible compensation to Officer); provided, however, that if Officer
complies in good faith with such document and informational requirements and Bank policies, Bank shall assume the risk of recharacterization of any payments made as nondeductible compensation to
Officer. 



2





 

    7.  Termination.  



    7.1.  Termination at Will.  Notwithstanding anything to the contrary herein, this Agreement may be
terminated at any time upon sixty (60) days' written notice of termination by Bank or Officer. In the event Bank elects to terminate this Agreement pursuant to this Section 7.1, Officer
shall be entitled to his then current Base Salary prior to the date of termination, computed pro rata up to and including that date, plus additional compensation calculated as follows: 



	Date of Termination
	 	Additional Compensation

	Prior to 18 months after the Effective Date	 	150% of then current Base Salary
	

At least 18 months after but less than 19 months after the Effective Date	
 	

142% of then current Base Salary
	

At least 19 months after but less than 20 months after the Effective Date	
 	

133% of then current Base Salary
	

At least 20 months after but less than 21 months after the Effective Date	
 	

125% of then current Base Salary
	

At least 21 months after but less than 22 months after the Effective Date	
 	

117% of then current Base Salary
	

At least 22 months after but less than 23 months after the Effective Date	
 	

109% of then current Base Salary
	

At least 23 months after the Effective Date	
 	

100% of then current Base Salary





All
severance pay shall be payable in equal installments over the remaining Term in conformity with Bank's normal payroll period. In the event Officer elects to terminate this Agreement pursuant to
this Section 7.1, Officer shall be entitled only the Base Salary earned by Officer prior to the date of termination, computed pro rata up to and including that date. 



    7.2.  Termination After Change of Control Event.  


    (a) In
the event this Agreement is terminated by either Bank or Officer after a Change of Control Event (as defined below) or there is a Constructive Termination of
this Agreement following a Change of Control Event, Officer shall be entitled to receive, concurrently with Termination, the sum of (i) the Base Salary earned by Officer prior to the date of
termination computed pro rata up to and including that date, based on the Base Salary in effect up to the date of termination plus (ii) if the value ascribed to the Bank pursuant to the Change
of Control Event is at least Twelve Million Five Hundred Thousand Dollars ($12,500,000) additional compensation calculated as follows: 



	Value Ascribed to the

Change in Control Event
	 	Termination Fee Expressed

as Percentage of Annual Base Salary

	Up to 150% of the Bank's Book Value	 	150%
	

More than 150% up to 175% of the Bank's Book Value	
 	

175%
	

More than 175% up to 200% of the Bank's Book Value	
 	

200%
	

More than 200% up to 250% of the Bank's Book Value	
 	

225%
	

More than 250% of the Bank's Book Value	
 	

250%




3





 

    (b) Notwithstanding
anything to the contrary contained in this Section 7.2, in the event Officer terminates this Agreement and enters into another employment
agreement or arrangement with Bank after a Change of Control Event at a Base Salary at or greater than the Base Salary in effect at the date the Change of Control Event occurs, Officer shall not be
entitled to receive any additional compensation under this Section 7.2. For purposes of this Section 7.2, the term "Constructive Termination" shall mean a material decrease in Officer's
responsibilities, authority, duties or title following a Change of Control Event as compared to the period immediately preceding the Change of Control Event or a requirement following a Change of
Control Event that Officer perform his duties at a location which is greater than fifty (50) miles from Officer's residence absent his consent. 


    (c) For
purposes of this Agreement: 



    (1) The
term "Change of Control Event" shall mean, and a Change of Control Event shall be deemed to have taken place if, a reorganization, merger or consolidation of
Bank occurs with one or more corporations as a result of which Bank will not be the surviving corporation (except for transactions where the shareholders of Bank immediately prior to such transaction
own fifty percent (50%) or more of the surviving corporation or the parent corporation of the surviving corporation), or a sale of substantially all the assets and property of Bank to another person,
or a reverse merger in which Bank is the surviving corporation but the shares of Bank's stock outstanding immediately preceding the merger are converted by virtue of the merger into cash, other
property or securities of another issuer (except for transactions where the shareholders of Bank immediately prior to such transaction own fifty percent (50%) or more of the surviving corporation or
the parent corporation of the surviving corporation) or if more than fifty percent (50%) of the outstanding voting securities of Bank shall have
been acquired "beneficially" by a "person" or "group of persons acting in concert," as such terms are defined for purposes of Section 139d) of the Securities Exchange Act of 1934, as amended. 



    (2) The
term "Bank's Book Value" shall mean the net worth of the Bank as reflected on the financial statements of the Bank as prepared in accordance with the Bank's
normal accounting practices. 




    7.3.  Action by Supervisory Authority.  Except as herein provided, this Agreement shall terminate
immediately without further liability or obligation to Bank: (i) if Bank is closed or taken over by the OCC or other supervisory authority, including the Federal Deposit Insurance Corporation
(the "FDIC"); or (ii) if either the Comptroller of the Currency (the "OCC") or the FDIC should exercise their respective powers to remove Officer from office or indicate to the Board that it
must obtain the services of and retain a president and chief executive officer other than Officer acceptable to such supervisory authority. In the event of termination of this Agreement pursuant to
Section 7.3, Officer shall be entitled to the Base Salary earned by Officer prior to the date of termination computed pro rata up to and including that date. 


    7.4.  Termination for Cause.  Notwithstanding anything to the contrary provided for in Sections 7.1 and
7.2 hereof, Officer shall not be entitled to receive and Bank shall not be obligated to pay any compensation to Officer in connection with a termination of this Agreement in addition to the Base
Salary earned by Officer prior to termination if: (i) Officer willfully breaches this Agreement or habitually neglects Officer's duties (other than as a result of death or disability) and such
breach or neglect; (ii) Officer is formally charged with a felony involving dishonesty or moral turpitude; (iii) Officer engages in, or the Board learns that Officer has engaged in, any
activity which has materially adversely affected, or may materially adversely effect, Bank's reputation in the community, as determined by the Board in good faith; or (iv) Officer engages in
any activity constituting illegal or dishonest conduct, as determined by the Board in good faith. 



4





 

    8.  Miscellaneous.  



    8.1.  Trade Secrets; No Solicitation of Employees.  During the Term, Officer will have access to and
become acquainted with officers and employees of Bank and with what Officer and Bank acknowledge are trade secrets (e.g., knowledge of confidential information concerning Bank, including its
operations and business, and the identity of customers of Bank, including knowledge of their financial condition, their financial needs, as well as their methods of doing business). Officer shall not
disclose any of the aforesaid trade secrets, directly or indirectly, or use them in any way, either during the Term or for the period of two (2) years after the termination of this Agreement,
except as required in the course of Officer's employment with Bank in connection with any banking or financial services activity, opportunities or business. Further, Officer agrees that for a period
of two (2) years after the termination of this Agreement, Officer will not solicit or recruit officers, employees or customers of Bank in
connection with any banking or financial services activities, opportunities or business. Nothing herein shall prevent Officer after termination of this Agreement from engaging in a business which is
competitive with Bank provided Officer does so without violating the provisions contained herein. 


    8.2.  Indemnification.  Bank shall, to the maximum extent and in the manner required by law and Bank's
articles of association and bylaws, indemnify and hold Officer harmless against expenses, including reasonable attorneys' fees, judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of Officer's employment by Bank on the same terms and conditions as are provided to the Board. 


    8.3.  Merger or Dissolution.  Subject to the provisions contained in Sections 7.3 and 7.4 hereof, Officer
shall not be terminated automatically by Bank's voluntary or involuntary dissolution or by any merger in which Bank is not the surviving or resulting corporation, or on any transfer of all or
substantially all of Bank's assets. In the event of any such merger or transfer of assets, the provisions of this Agreement shall be binding on and inure to the benefit of the surviving business
entity or the business entity to which such assets shall be transferred. 


    8.4.  Return of Documents.  Officer expressly agrees that all manuals, documents, files, reports,
studies, instruments or other materials used and/or developed by Officer during the Term are solely the property of Bank, and that Officer has no right, title or interest therein. Upon termination of
this Agreement, Officer or Officer's representative shall promptly deliver possession of all aforesaid property to Bank in good condition. 


    8.5.  Notices.  Any notice, request, demand or other communication required or permitted hereunder shall
be deemed to be properly given when personally served in writing, when deposited in the United States mail, certified mail, return receipt requested, or when communicated by facsimile transmission or
to a public telegraph company for transmittal, addressed to the party at the following addresses or any other address provided to the other party: 



    If
to Bank: 




First
Charter Bank, N.A.

9454 Wilshire Boulevard

Beverly Hills, CA 90212

Attention: Chairman of the Board 





    If
to Officer: 




Mr. James
R. Brewer

7236 Easthaven Lane

West Hills, CA 91307 





5





 




    8.6.  Benefit of Agreement.  This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective executors, administrators, successors and assigns. 


    8.7.  Applicable Law.  This Agreement is to be governed by and construed under the National Bank Act and,
to the extent Applicable, the laws of the State of California. 


    8.8.  Captions and Paragraph Headings.  Captions and paragraph headings used herein are for convenience
only and are not a part of this Agreement and shall not be used in construing it. 


    8.9.  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 portion 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. 


    8.10.  Entire Agreement.  This Agreement contains the entire agreement of the parties. It supersedes any
and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Officer by Bank. 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 Bank and Officer. 




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



	 	 	FIRST CHARTER BANK, N.A.
	

 	
 	

/s/ Joan Berlin

Chairman of the Board of Directors
	

 	
 	

OFFICER
	

 	
 	

/s/ James R. Brewer




6









QuickLinks


Exhibit 10.11

EMPLOYMENT AGREEMENT

RECITALS