exv10w19



 





EXHIBIT 10.19




 EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 31,
2006, between Bank of Commerce Holdings, formerly called Redding Bancorp and Bank of Commerce
(hereinafter referred to as “Employer”), and Linda J. Miles (hereinafter referred to as
“Executive”).



WITNESSETH:




     WHEREAS, Employer desires to employ Executive in the capacity hereinafter stated, and
Executive desires to continue in the employ of Employer in such capacity, for the period and on the
terms and conditions set forth herein:



     NOW, THEREFORE, in consideration of the promises and of the mutual covenants and
conditions herein contained, the parties hereto, intending to be legally bound do hereby
agree as follows:



     1. EMPLOYMENT DUTIES AND AUTHORITY


Employer hereby employs Executive as its Executive Vice President and Chief Financial
Officer, and Executive accepts such employment. Executive agrees to perform the duties that are
customarily performed by the Executive Vice President and Chief Financial Officer of a financial
services holding company and a state chartered banking institution and accepts all other duties
described herein or as prescribed by the Employer’s Board of Directors, and agrees to discharge the
same faithfully and to the best of her ability and consistent with past performances and the
highest and best standards of the banking industry, in accordance with the policies of the
Employer’s Articles of Incorporation, Bylaws, Policies and Procedures. Executive shall devote her
full business time and attention to the business and affairs of Employer for which she is employed
and shall perform the duties thereof to the best of her ability. Except as permitted by the prior
written consent of the Employer’s Board of Directors, Executive shall not directly or indirectly
render any services of a business, commercial or professional nature to any other person, firm or
corporation, whether for compensation or otherwise, which are in conflict with Employer’s
interests. Executive shall have such responsibility and duties and such authority to transact
business on behalf of Employer, as are customarily incident to the office of Executive Vice
President and Chief Financial Officer of a financial services holding company and a state chartered
banking institution.




     2. TERM


Employer hereby employs Executive, and Executive hereby accepts employment with Employer for the
period of four years (the “Term”), commencing December 31, 2006 with such Term being subject to
prior termination as herein provided. Where used herein, “Term” shall refer to the entire period
of employment of Executive by Employer, whether




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for the period provided above, or whether terminated earlier as hereinafter provided, or
extended by mutual agreement in writing by Employer and Executive.




     3. EXECUTIVE COMPENSATION


In consideration for all services to be rendered by Executive to Employer, Employer agrees to
pay Executive a starting base salary of $195,000 per year, 2007 compensation to be determined.
Employer’s Board of Directors shall in its discretion determine any increases in Executive’s base
salary after the first anniversary of the Term. Executive’s salary shall be paid semi-monthly.
Employer shall deduct there from all taxes which may be required to be deducted or withheld under
any provision of the law (including, but not limited to, social security payments and income tax
withholding) now in effect or which may become effective anytime during the term of this
Agreement.



Executive shall be entitled to participate in any and all other employee benefits and plans that
may be developed and adopted by Employer and in which Executive is eligible to participate under
the terms of such plans, including Employer’s Profit Sharing Plan.



Employer agrees to provide Executive with an automobile within a predetermined value established
from time to time by the Executive Compensation Committee of the Employer. Employer agrees to
cover all operating expenses including insurance and maintenance. Executive is entitled to replace
such vehicle every three years. Upon termination, for any reason, the Executive will be entitled
to purchase the automobile at the net book value at that time.



Employer agrees to reimburse Executive for all ordinary and customary expenses for entertainment,
meals, travel, cellular phone, and incidental business expense in accordance with Employer’s
policy. Reasonable costs incurred for professional education, publications, seminars, meetings and
special social entertainment shall also be reimbursed in accordance with Employer’s policy.



Employer agrees to reimburse Executive for reasonable business expenses associated with
participation on the Employer’s Board of Directors.



The Employer may pay Executive a bonus or bonuses in such amount as the Board of Directors, in its
discretion, determines is appropriate




     4. COUNTRY CLUB MEMBERSHIP


Employer agrees to reimburse Executive for reasonable country club membership dues, in
accordance with Employer’s policy.




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     5. INSURANCE


Employer agrees to provide Executive with health and life insurance benefits that are now or
may hereinafter be in effect for all other full-time employees-subject to the eligibility
requirements of the plans. Employer may also obtain a “key-man” life insurance policy on the life
of Executive which shall be a general asset of the employer and to which Executive and the
Executive’s beneficiary will have no preferred or secured claim.





	 	6.	 	VACATION




Executive shall be entitled to accrue five (5) weeks vacation during each year of which at
least two (2) weeks must be taken in a consecutive period. Vacation benefits shall not accrue
above six weeks at any time. Once this six week maximum is reached, vacation will stop accruing
until vacation is taken.




     7. TERMINATION


Employer shall have the right to terminate this Agreement for any of the following reasons by
serving written notice upon Executive:





	 	(a)	 	Willful breach of, habitual neglect of, willful failure to
perform, or inability to perform, Executive duties and obligations as
Executive Vice President and Chief Financial Officer.
	 
	 	(b)	 	Illegal conduct, constituting a crime involving morale
turpitude, conviction of a felony, or any conduct detrimental to the
interests of the Employer.
	 
	 	(c)	 	Physical or mental disability rendering Executive incapable
of performing her duties for a consecutive period of 180 days (during which
time Executive shall continue to receive her base salary and other benefits,
provided her accrued sick leave has first been exhausted), or by death; or
	 
	 	(d)	 	Determination by Employer’s Board of Directors that the
continued employment of Executive is detrimental to the best interests of the
Employer, or for any reason whatsoever as determined by Employer’s Board of
Directors and in the sold and absolute discretion of the Employer’s Board of
Directors.




In the event this Agreement is terminated for any of the reasons specified in the paragraphs (a),
(b), or (c) above, Executive shall be paid six months total compensation package calculated as of
the date of the Executive’s termination, plus any accrued profit sharing and vacation accrued to,
but not taken as of date of the termination. In the event this Agreement is terminated for any
reason specified in paragraph (d) above, Executive shall be entitled to severance pay in an amount
equal to twelve months of Executive’s then total compensation package to be paid in one lump sum.




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Total compensation package is defined as current salary, bonus, insurance, automobile
expense, country club membership and other ordinary and customary perquisites.



In either case, the health insurance benefits provided herein shall be extended at the Employer’s
sole cost for the twelve months after which the Executive is terminated.



The total compensation package and benefits referenced in the preceding paragraph are collectively
referred to herein as “Severance.” Executive acknowledges and agrees that any Severance provided
upon termination is in lieu of all damages, payments and liabilities on account of the early
termination of this Agreement and is the sole and exclusive remedy for Executive other than rights,
if any, to exercise any of the stock options vested prior to such termination, and
shall only be paid subject to Executive’s execution of a complete release of all claims Executive
may have against the Employer, its officers, directors, agents, employees, predecessors,
successors, parents, subsidiaries, and affiliates. If upon termination of employment Executive
chooses to arbitrate any claims pursuant to Section 17, Executive shall be deemed to have waived
Executive’s right, if any, to severance.



Executive shall give ninety (90) days prior notice, in writing, to Employer in the event Executive
resigns or voluntarily terminates employment, or takes early retirement.




     8. CHANGE OF CONTROL BENEFITS


In the event there is a Change of Control, as that term is defined in the Executive Salary
Continuation Agreement between the Employer and Executive, and the Executive’s responsibilities and
duties are diminished in any capacity the Executive is entitled to terminate this Agreement and
will be paid severance pay equal to two (2) years of total compensation package calculated as of
the date of the Executive’s termination. Executive acknowledges and agrees that such payment is in
lieu of all damages, payments and liabilities on account of the early termination of this Agreement
and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of
the stock options vested prior to such termination), and shall only be paid subject to Executive’s
execution of a complete release of all claims Executive may have against the Employer, its
officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and
affiliates. If upon termination of employment Executive chooses to arbitrate any claims pursuant to
Section 16, Executive shall be deemed to have waived Executive’s right, if any, to severance.




     9. CONFIDENTIAL INFORMATION AND NONDISCLOSURE



          (a) Confidential Information. Employer has and will develop and own certain Confidential
Information, which has a great value in its business. Employer also has and will have access to
Confidential Information of its customers. “Customers” shall mean any persons or entities for whom
Employer performs services or from whom Employer obtains information. Confidential Information
includes information disclosed to Executive during the course of her employment, and information
developed or learned by Executive during the course of her employment.




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Confidential Information is broadly defined and includes all information which has or could have
commercial value or other utility in Employer’s business or the businesses of Employer’s
customers. Confidential Information also includes all information which could be detrimental to
the interests of Employer or its customers if it were disclosed. By example and without
limitation, Confidential Information includes all information concerning loan information,
Customer data, including but not limited to Customer and supplier identities, Customer
characteristics or agreements and Customer lists, applicant data, employment categories, job
classifications, employment histories, job analyses and validations, preferences, credit history,
agreements, and any personally identifiable information related to Customers; any information
provided to Executive by a Customer, including but not limited to electronic information,
documents, software, and trade secrets; historical sales information; advertising and marketing
materials and strategies; financial information related to Employer, Customers, Customer’s
employees or any other party; labor relations strategies; research and development strategies and
results, including new materials research; pending projects and proposals; production processes;
scientific or technological data, formulae and prototypes; employee data; pricing and product
information; computer data information; inventory levels and products; supplier information and
data; testing techniques; processes; formulas; trade secrets; inventions; discoveries;
improvements; specifications; data, know-how, and formats; marketing plans; pending projects and
proposals; business plans; computer processes; computer programs and codes; technological data;
strategies; forecasts; budgets; and projections.




          (b) Protection of Confidential Information. Executive agrees that at all
times during and after her employment by Employer, Executive will keep confidential
and not disclose to any third party or make any use of the Confidential Information of
Employer or its customers, except for the benefit of Employer or its customers and in the
course of her employment. In the event Executive is required by law to disclose such
information described in this paragraph, Executive will provide Employer and its legal
counsel with immediate notice of such request so that Employer may consider seeking a
protective order. For purposes of this Agreement, the disclosure of any Confidential
Information, at any time except as required by law shall be considered to be “unfair
competition”. Executive also agrees not to remove or permit the removal of Confidential
Information from Employer’s place of business without the express written authorization
of an Officer of Employer or its authorized representative. Executive acknowledges that
she is aware that the unauthorized disclosure of Confidential Information of Employer or
its customers may be highly prejudicial to their interests, an invasion of privacy, and an
improper disclosure of trade secrets and financial information in violation of state and
federal law.




          (c) Return of Property. In the event Executive’s employment with
Employer is terminated (voluntarily or otherwise), Executive agrees to inform Employer
of all documents and other data relating to her employment which is in her possession
and control and to deliver promptly all such documents and data to Employer.




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          (d) Sanctions for Unauthorized Taking of Trade Secrets. Executive
understands that taking of Employer’s trade secrets is a crime under California Penal
Code section 449(c) and could also result in civil liability under California’s Uniform
Trade Secrets Act (Civil Code sections 3426-3426.11), and that willful misappropriation
may result in an award against Executive of triple the amount the Employer’s damages
and Employer’s attorney fees for collecting such damages.




          (e) Injunctive Relief. Executive acknowledges that breach of this
Section may cause Employer irreparable harm for which money is inadequate
compensation. Executive therefore agrees that Employer will be entitled to injunctive
relief to enforce this Section and this Agreement, in addition to damages and other
available remedies, and Executive consents to such injunctive relief pursuant to Section
17 below.




          (f) Solicitation of Bank Customers. Executive agrees that in the event his
employment with the Bank shall terminate for any reason, he shall not, for a period of
one year, make known to, or call on, solicit or take away, or attempt to call on, solicit or
take away on behalf of any person, firm or corporation which is in competition, either
directly or indirectly, with the Bank, any existing customers of the Bank or individuals or
entities with whom the Bank is negotiating for the Bank’s services. This provision may
be enforced either through injunction or specific performance of this Agreement by the
Bank.




     In the event of a Change in Control, Executive shall be unconditionally released from all of
his duties and obligations under this paragraph.



     10. INDEMNIFICATION


To the extent permitted by law, Employer shall indemnify Executive if she was or is a
party or is threatened to be made a party in any such action brought by a third party against
Executive (whether or not Employer is joined as a party defendant) against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred with said action if
Executive acted in good faith and manner Executive reasonably believed to be in the best interest
of Employer (and with respect to a criminal proceeding if Executive had no reasonable cause to
believe her conduct was unlawful), provided that the alleged conduct of Executive arose out of and
was within the course and scope of her employment as an officer or employee of Employer.




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     11. 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 U.S. mail,
postage prepaid, or when communicated to a public telegraph company for transmittal, addressed as
follows:




	 	 	 	 	 	 	 
	 

	 	To Employer:
	 	 
	 	Redding Bank of Commerce
	 

	 	 	 	 	 	1951 Churn Creek Road
	 

	 	 	 	 	 	Redding, California 96002
	 

	 	 	 	 	 	Attention: Board of Directors
	 
	 	 	 	 	 	 
	 

	 	To Executive:
	 	 	 	Linda J. Miles
	 

	 	 	 	 	 	8471 Churn Creek Road
	 

	 	 	 	 	 	Redding, California 96002





Any party hereto may change its or her address for purposes of this Section by giving notice in
accordance herewith.




     12. 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.




     13. APPLICABLE LAW


This Agreement is made and entered into in the State of California, and the laws of said State
shall govern the validity and interpretation hereof.




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.




     14. 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 portions
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.




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     15. ENTIRE AGREEMENT


This Agreement and the Executive Salary Continuation Agreement, and contain the entire Agreement
of the parties and supersede any and all other agreements, either oral or in writing, between the
parties hereto with respect to the employment of Executive by Employer, except to the extent that
it is contemplated that Executive and Employer may enter into a stock option-agreement. Each party
to this Agreement acknowledges that no representations, promises, or agreements, oral or
otherwise, have been made by any party, or anyone acting on behalf of any party, which is 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 the Employer and Executive.




     16. ARBITRATION


(a) All claims, disputes and other matters in question arising out of or relating to this
Agreement, or the breach or interpretation thereof, shall be resolved by binding arbitration before
a representative member, selected by the mutual agreement of the parties, of the Judicial
Arbitration and Mediation Services, Inc., Redding, California (“JAMS”), in accordance with the
rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct
such arbitration, or has discontinued its business, the parties agree that a representative member,
selected by the mutual agreement of the parties, of the American Arbitration Association, Redding,
California (“AAA”), shall conduct such binding arbitration in accordance with the rules and
procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in
writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event
shall the demand for arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be barred by the
applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding
upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives,
agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The
obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in
accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of
the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in Redding,
California, unless otherwise agreed to by the parties.




          (b) In the event that either party seeks injunctive relief, consistent with this arbitration
clause such relief shall be sought pursuant to California Code of Civil Procedure Sections 1281.8
and 527, or any successor statutes.




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          (c) The parties expressly state that it is their intent to arbitrate disputes between
them. Therefore, this Agreement shall be construed so as to be consistent with applicable federal
and California law and to be enforceable to the maximum extent allowable by law to provide
arbitration as the forum to resolve their disputes. If necessary, any portion of this Agreement
that is unenforceable by law shall be stricken, and the arbitrator or the court, as the case may
be, shall have the power to reform this Agreement to the extent necessary to comply with
applicable law and to give effect to the parties’ intent that they shall arbitrate their
disputes.




     17. ATTORNEYS’ FEES AND COSTS


In the event of litigation, arbitration or any other action or proceeding between the
parties to interpret or enforce this Agreement or any part thereof or otherwise arising out of or
relating to this Agreement, the prevailing party shall be entitled to recover its costs related
to any such action or proceeding and its reasonable fees of attorneys, accountants and expert
witnesses incurred by such party in connection with any such action or proceeding. The prevailing
party shall be deemed to be the party which obtains substantially the relief sought by final
resolution, compromise or settlement, or as may otherwise be determined by order of a court of
competent jurisdiction in the event of litigation, an award or decision of one or more
arbitrators in the event of arbitration, or a decision of a comparable official in the event of
any other action or proceeding.



EXECUTIVE AND EMPLOYER AGREE THAT BY ENTERING INTO THIS AGREEMENT, EXECUTIVE AND EMPLOYER
KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO A TRIAL BY A JUDGE OR JURY.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	IN WITNESS WHEREOF, the 

parties hereto have executed this	 	 
	 

	 	 	 	 	 	Agreement as of the date and year	 	 
	 

	 	 	 	 	 	first above written.	 	 
	 
	 	 	 	 	 	 	 	 
	EMPLOYER:	 	 	 	EXECUTIVE: /s/ Linda J. Miles	 	 
	 
	 	 	 	 	 	 	 	 
	BANK OF COMMERCE HOLDINGS	 	 	 	Linda J. Miles	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Harry L. Grashoff, Jr.
 

	 	 	 	 	 	 
	Name: Harry L. Grashoff, Jr.	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Title: Chairman	 	 	 	Linda J. Miles	 	 






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