belvedere_10q-ex1002.htm


    Exhibit
10.2

     

    EMPLOYMENT
AGREEMENT

     

    THIS AGREEMENT is dated as of August
14, 2008 (the "Execution Date"), between Belvedere SoCal ("SoCal"), Professional
Business Bank ("PBB"),
and William Baribault
("Executive") for the purposes set forth in this agreement (the "Agreement").

     

    WHEREAS, SoCal is a California
corporation and bank holding company registered under the Bank Holding Company Act of 1956, as
amended, subject to the supervision and regulation of the Board of Governors of the Federal
Reserve System ("FRB");

     

    WHEREAS, SoCal is the parent holding
company of PBB, a California chartered banking corporation and wholly-owned subsidiary
of SoCal, subject to the supervision and regulation of the California Department of Financial
Institutions ("DF1")
and Federal Deposit
Insurance Corporation ("FDIC");

     

    WHEREAS, it is the intention of the
parties to enter into an employment agreement for the purposes of securing
Executive's services as the President and Chief Executive Officer of SoCal and
PBB (together, the
"Company").

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, SoCal, PBB and Executive agree as follows:

     

    1. 
TERM. Subject to the provisions for earlier termination hereinafter provided,
Executive's
employment hereunder shall be for a term that commenced on February 28, 2008
(the "Effective Date")
and ending on the fifth anniversary of the Effective Date (the "Term").
Executive acknowledges that all amounts that have become due and payable
under this Agreement prior to the Execution Date have been paid or provided to
Executive by the Company.

     

    2. 
POSITION, DUTIES AND RESPONSIBILITIES. During the Term, the Company will
employ
Executive, and Executive agrees to be employed as the President and Chief
Executive Officer of SoCal and the President and Chief Executive Officer of
P138. In
such employment capacity, Executive will have such duties and
responsibilities as are noimally associated with such position and will report
to SoCal's Executive Chairman of the Board (currently Alan J. Lane) or
his designee. During the Term, and except as set forth on Schedule 1, Executive
shall devote his entire business time, attention and energies to the business
and affairs of the Company, to the performance of Executive's duties under this
Agreement and to the promotion of the Company's interests. Notwithstanding the
foregoing, subject to Section 11 below, nothing in this Agreement shall be
construed to limit Executive's ability to provide services to or participate in
non-profit, charitable or civic organizations or to manage personal investments,
including personal investment vehicles, to the extent that such activities do
not materially interfere with Executive's performance of his duties hereunder.
Executive acknowledges that Executive's services as President and Chief
Executive Officer of the Company shall constitute Executive's principal business
activity. During the Term, the geographic location where Executive's primary
office will be located will be in the Company's principal offices located at 199
South Los Robles Avenue, Suite 130, Pasadena, CA 91101,
but Executive may also work from any location Executive chooses.
Notwithstanding the foregoing,
the Company may from time to time require Executive to travel temporarily to
other locations on the Company's business. At the Company's request, Executive
will serve the Company and/or its subsidiaries and affiliates in other
capacities in addition to the foregoing. In the event that Executive serves in
any one or more of such additional capacities, Executive's compensation
will not be increased beyond that specified in this Agreement. In addition, in
the event Executive's service in one or more of such additional capacities is
terminated, Executive's compensation, as specified in this Agreement, will not
be diminished or reduced in any manner as a result of such termination for so
long as Executive otherwise remains employed under the terms of this
Agreement.

     

    
      
         

      

      
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    3.            BASE
COMPENSATION. During the Term, the Company will pay Executive a base
salary of $300,000 per year, less
payroll deductions and all required withholdings, payable in accordance with the Company's normal
payroll practices and prorated for any partial pay period of employment. Executive's base
salary shall be subject, in the sole discretion of the Board of Directors of SoCal (the
"Board"), to (i) increase only based on the
Board's annual review and
(ii) increase pursuant to the Company's policies as in effect from time to time,
and, pursuant to the growth of the Company (such base salary, as may be
increased pursuant to this Section 3, the "Base
Compensation").

     

    4.            ANNUAL
BONUS. In addition to the Base Compensation, during the Term, Executive
will be
eligible to participate in the Company's incentive bonus plan applicable to
senior executives of the Company. The amount of Executive's annual bonus will be
based on the attainment of performance criteria established and evaluated by the
Company in accordance with the terms of such bonus plan as in effect from time
to time, provided that, subject to the teuus of such bonus plan, Executive's
target annual bonus shall be one hundred percent (100%) of Base Compensation per
year, pro-rated in accordance with Sections 4(a) or 4(b) below, as applicable,
for any partial year of service in which an annual bonus is earned. Each annual
bonus shall, to the extent payable in accordance with the terms of the incentive
bonus plan, be paid no later than. March 15th of the
year following the year in which such annual bonus is earned. Each annual bonus
shall be paid in cash or, at the election of Executive made at least thirty (30)
days prior to the payment date (or such other date as may be determined by the
Board), in whole or in part in a number of fully vested shares of SoCal common
stock equal to the dollar amount of the bonus payable divided by the Fair Market
Value (as defined in the SoCal 2007 Equity Incentive Plan (the "Plan")) of a
share of SoCal common stock on the date preceding the date on which the bonus is
paid. In the event that Executive elects to receive an annual bonus in shares,
SoCal shall issue such shares to Executive under the Plan and such shares shall
be subject to the terms and conditions of the Plan (including, without
limitation, the limits set forth in Section 3 and Section 6(c) of the Plan) and
an award agreement in a form prescribed by the Company.

     

    The term
"annual" as used in this Agreement shall be deemed to be with reference to each
calendar year during the Term. Further, to the extent that this Agreement is in
effect for less than any full calendar year, and unless otherwise expressly
provided herein, the following calculations shall apply:

     

    a. 
For the first year of the Term (calendar year 2008), any benefit amount
calculated
on an annual basis for such year shall be determined by multiplying the full
amount
which Executive was eligible to be paid for such year by a fraction, the
numerator of which is the number of days in the calendar year remaining after
the Effective Date and the denominator of which equals 365; and

     

    
      
         

      

      
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    b. 
With respect to calendar year 2013 (if Executive remains employed by the
Company
under this Agreement through the fifth anniversary of the Effective Date), any
benefit amount calculated on an annual basis for such year shall be determined
by multiplying the full amount which Executive was eligible to be paid for such
year by a fraction, the numerator of which is the number of days in the calendar
year up until the effective date of Executive's termination and the denominator
of which equals 365.

     

    5.            STOCK
OPTIONS.

     

    a.  Initial
Option. The Company, on February 27, 2008 (the "Initial Grant Date"),
granted
to Executive a nonqualified stock option to purchase 99,774 shares of SoCal
common stock, which number is equal to 3.00% of the total number of shares of
SoCal common stock outstanding as of the Initial Grant Date (the "Initial Option"), in the
following proportions: 50% Performance-Vested Options, 17% Time-Vested Options,
and 33% Modified Time-Vested Options, each substantially in the applicable form
stock option agreement attached hereto as Exhibits A, B and C (together, the
"Option Agreements").

     

    b. 
Subsequent Acquisition Make-Whole Option. In addition, provided that
Executive
is then employed by the Company, in the event that (i) the Company consummates
an acquisition transaction in which the holders of SoCal common stock
immediately prior to such transaction continue, immediately after such
transaction, to control more than 50% of the total outstanding shares of SoCal
common stock (or equity securities of the surviving entity if SoCal is not the
surviving entity (any such equity securities, "New Equity")), and (ii) the
total number of shares of SoCal common stock (or New Equity) outstanding
immediately after the consummation of such acquisition transaction exceeds the
total number of shares of SoCal common stock outstanding immediately prior to
the consummation of such transaction, as determined in the sole and absolute
discretion of the Company (any such excess, the "Transaction Share Increase"), then SoCal
(or the surviving entity) shall, on the thirtieth calendar day (or, if not a
trading day, the next succeeding trading day) following the consummation of such
acquisition, grant to Executive a nonqualified option to purchase a number of
shares of SoCal common stock (or New Equity) equal to 3.00% of the Transaction
Share Increase (the "Subsequent
Acquisition Make-Whole Option" and, together with the Initial Option, the
"Options").

     

    c. 
Option Terms. Each Option has been or shall be granted at an exercise price per
share
equal to the Fair Market Value of a share of SoCal common stock on the
applicable date of grant. The terms and conditions of the Options, including
without limitation any applicable vesting and forfeiture conditions, have been
or shall be set forth in appropriate Option Agreements. The Options shall,
subject to the provisions of this Section 5, be governed in all respects by the
terms of the Plan and the applicable Option Agreement.

     

    
      
         

      

      
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    6.            BENEFITS
AND VACATION. During the Teini, (i) Executive and his dependents shall be
reimbursed by the Company throughout the term for all medical and dental
insurance premiums incurred by him for him and his Spouse consistent with any
plans, practices, policies and programs maintained or sponsored by the Company
from time to time which are applicable to other senior executives of the
Company, (ii) Executive shall be eligible to participate in all incentive,
savings and retirement plans, practices, policies and programs maintained or
sponsored by the Company from time to time which are applicable to other senior
executives of the Company, including without limitation, a Company 401(k) plan,
subject to the terms and conditions thereof, and (iii) Executive shall be
eligible for standard benefits, such as paid time off and holidays, to the
extent applicable generally to other senior executives of the Company, provided
that, during the Term, Executive shall be entitled to no less than twenty (20)
vacation days per year (i.e., four weeks of vacation), pro-rated for any partial
year of service, in all cases, subject to the terms and conditions of the
applicable Company plans or policies. In addition, without limiting the
generality of the foregoing, the Company shall make available to Executive any
life and long-term disability insurance policies which it may provide for other
senior executives of the Company on the same terms and conditions as are made
available to such other senior executives or, at Executive's election, an amount
equal to the premiums payable by the Company for such policies as an expense
reimbursement.

     

    7.            EXPENSES.
During the Term, Executive shall be entitled to receive prompt reimbursement
of all reasonable business expenses incurred by Executive in accordance with
Company expense reimbursement policy applicable to its senior executives, as in
effect from time to time (plus such additional expense amounts as Executive, in
his reasonable discretion and subject to Company approval, deems necessary and
appropriate to carry out his duties as Chief Executive Officer and President of
each of the Companies) including expenses of up to $1,300 per month, pro-rated
for any partial month of service, associated with the purchase or lease,
operation and maintenance, of an automobile. To the extent that any such
expenses are deemed to constitute compensation to Executive, including without
limitation any auto reimbursement
expenses or insurance reimbursements pursuant to Section 6 above, such expenses
shall be reimbursed by December 31 of the year following the year in which the
expense was incurred. The amount of any such expenses reimbursed in one year
shall not affect the amount eligible for reimbursement in any subsequent year
and Executive's right to reimbursement of any such expenses shall not be subject
to liquidation or exchange for any other benefit.

     

    8.            TERMINATION
OF EMPLOYMENT.

     

    a. 
Termination Without Cause. The Company may terminate Executive's employment
without Cause (as defined below) at any time during the Term upon thirty (30)
days' written notice provided to Executive in accordance with Section 10 below,
or in the Company's sole discretion, payment of Executive's Base Salary for such
period in
lieu of notice. If Executive's termination of employment is without Cause and is
also a "separation from service" (within the meaning of Section 409A(a)(2)(A)(i)
of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury
Regulation Section 1.409A-1(h)) ("Separation from Service"), the Company shall
promptly or, in the case of obligations described in clause (iv) below, as such
obligations become due, pay or provide to Executive, (i) Executive's earned but
unpaid Base Compensation accrued through the date of such
Separation from Service (the "Termination Date"), (ii) accrued but unpaid vacation time
through the Termination Date, (iii) reimbursement of any business expenses incurred by
Executive prior to the Termination Date that are reimbursable under Section 7 above,
(iv) any vested benefits and other amounts due to Executive under any plan, program or
policy of the Company, and (v) any payment in lieu of notice of termination under
this Section 8(a) (together, the "Accrued Obligations"). In addition, subject to Section 8(f)
below and Executive's execution and non-revocation of a binding release
in accordance with Section 8(g) below, in the event Executive experiences a
Separation from Service due to a termination by the Company without Cause, the
Company shall pay or provide to Executive (the "Severance"):

     

    
      
         

      

      
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    (1) 
a lump-sum cash payment equal to the sum of (A) Executive's Base Compensation
at the rate in effect as of the Termination Date, plus (B) a pro rata portion of
Executive's target annual bonus for the calendar year in which the Termination
Date occurs, deteimined by multiplying the target annual bonus by a
fraction, the numerator of which equals the lesser of (i) the number of days
elapsed in the calendar year of termination through the Termination Date and
(ii) the number of days elapsed from the Effective Date through the Termination
Date and the denominator of which equals 365, provided,
however, that if a termination described in this Section 8(a) occurs
within twenty-four months after the consummation of an Acquisition (as defined
below), then the payment pursuant to this Section 8(a)(1) shall instead equal
200% of the sum of (A) Executive's Base Compensation at the rate in effect as of
the Termination Date (disregarding any purported reduction of such Base
Compensation), plus (B) the annual bonus amount paid to Executive during the
twelve (12) months immediately preceding the Termination Date, or if an annual
bonus was not paid to Executive during such period, Executive's target annual
bonus for the calendar year in which the Termination Date
occurs,and

     

    (2)  at
the Company's expense, continuation of group healthcare coverage for
Executive and his legal dependents until the earlier of twelve months from the
Termination Date or such time as Executive becomes eligible to receive medical
benefits under another group health plan, provided that Executive properly
elects continuation healthcare coverage under Section 4980B of the Code and the
regulations thereunder; following such continuation period, any further
continuation of such coverage under applicable law shall be at Executive's sole
expense.

     

    Subject
to Sections 8(1) and 8(g) below, the Severance amounts described in Section
8(a)(1) above shall be paid to Executive no later than 15 calendar days
following the Termination Date, which payment schedule is intended to satisfy
the short-deferral exemption under Treasury Regulation Section 1.409A-1(b)(4).
For the avoidance of doubt, in no event shall the Severance, if payable, be
subject to offset in respect of any claims by the Company.

     

    
      
         

      

      
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    b. 
Resignation. Executive may terminate his employment at any time upon thirty
(30)
days' written notice provided to Company in accordance with Section 10 below,
provided, that the Company may, in its sole discretion, waive such notice period
without payment in lieu thereof, and Executive shall be entitled to receive the
Accrued Obligations promptly or, in the case of benefits described in Section
8(a)(iv) above, as such obligations become due.

     

    c.   Death;
Disability. If Executive dies during the Term or his employment is terminated
due to his total and permanent disability (within the meaning of Section
22(e)(3) of the Code) ("Disability"), Executive or his estate, as applicable,
shall be entitled to receive the Accrued Obligations promptly or, in the case of
benefits described in Section 8(a)(iv) above, as such obligations become
due.

     

    d.   Resignation
for Good Reason. As used herein, "Good Reason" shall mean the occurrence
of any of the following, without Executive's express written consent: (i) a
material reduction of Executive's duties or responsibilities; (ii) a material
reduction by Company of Executive's Base Compensation as in effect immediately
prior to such reduction; (iii) the relocation of Executive's principal work
location to a facility or a location that constitutes a material change in the
geographic location at which Executive provides services (within the meaning of
Section 409A, as defined below); or (iv) a material breach by the Company of
Sections 3, 4, 5, 6 or 7 of this Agreement; provided,
that no resignation for Good Reason shall be effective unless and until


     

    (A)  Executive
has first provided the Company with written notice specifically
identifying the acts or omissions constituting the grounds for "Good Reason"
within thirty (30) days after Executive has or should reasonably be expected to
have had knowledge of the occurrence thereof, (B) the Company has not cured such
acts or omissions within thirty (30) days of its actual receipt of such notice,
and (C) the effective date of Executive's termination for Good Reason occurs no
later than ninety (90) days after the initial existence of the facts or
circumstances constituting Good Reason.

     

    If
Executive's termination of employment is for "Good Reason" and is also a
Separation from Service, then Company shall have the same obligations as are set
forth in Section 8.a. above under the circumstance when a termination without
Cause is also a Separation from Service.

     

    
      
         

      

      
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    e.  Cause.
The Company may terminate Executive's employment for Cause by providing
notice to Executive in accordance with Section 10 below. If the Company
terminates Executive's employment for Cause, Executive shall be entitled to
receive the Accrued Obligations promptly or, in the case of benefits described
in Section 8(a)(iv) above, as such obligations become due.

     

    f. Potential
Six-Month Delay. Notwithstanding anything to the contrary in this Agreement,
compensation and benefits that become payable in connection with a termination
of employment (if any), including without limitation any Severance payments,
shall be paid to Executive during the 6-month period following his Separation
from Service only to the extent that the Company reasonably determines
that
paying such amounts at the time or times indicated in this Agreement will not
cause Executive to incur additional taxes under Code Section 409A (together with
Department of Treasury regulations issued thereunder, "Section 409A"). If the
payment of any such amounts is delayed as a result of the previous sentence,
then on the first business day following the end of such 6-month period (or such
earlier date upon which such amount can be paid under Section 409A without being
subject to such additional taxes, including as a result of Executive's death),
the Company shall pay to Executive a lump-sum amount equal to the cumulative
amount that would have otherwise been payable to Executive during such 6-month
period.

     

    g.  Release.
Executive's right to receive the Severance payments and benefits set
forth in
this Section 8 is conditioned on and subject to the execution and non-revocation
by Executive and the Company of a mutual, general release of claims in a foiin
reasonably acceptable to both parties, provided, however, that the Release shall
not apply to (i) claims by Executive against the Company in his capacity as an
optionholder or shareholder of the Company, or (ii) claims by the Company
against Executive for acts of fraud, embezzlement, breach of fiduciary duty or
other criminal acts.

     

    h.  Termination
of Offices and Directorships. Upon termination of Executive's employment
for any reason, Executive shall be deemed to have resigned from all offices and
directorships, if any, then held with the Company or any affiliate, and shall
take all actions reasonably requested by the Company to effectuate the
foregoing, provided, however,
that if Executive's employment terminates other than due to his voluntary
resignation, a termination by the Company for Cause or due to his death or
Disability, this Section 8(h) shall not apply to Executive's service as a member
of the Board, which service shall be governed by the terms and conditions
applicable to such service prior to the Effective Date, and the Company shall
consider in good faith the continuation of Executive's service on the Board. To
the extent permissible under applicable law, including without limitation,
applicable fiduciary duties, if Executive's service on the Board is terminated
in connection with his termination of employment, other than due to a
termination by the Company for Cause or Executive's death or Disability, the
Company shall, contemporaneously with such termination, cause Executive to serve
(or to continue to serve) on the Company's Advisory Board in accordance with the
SoCal Interim Bank Advisory Board Charter, as in effect from time to
time.

     

    i. 
Definitions. For purposes of this Agreement:

     

    (1)  "Acquisition" means (i) any
consolidation or merger of the Company with or
into any other corporation or other entity or person in which the stockholders
of the Company prior to such consolidation or merger own, directly or
indirectly, less than fifty percent (50%) of the continuing or surviving
entity's voting power immediately after such consolidation or merger, excluding
any consolidation or merger effected exclusively to change the domicile of the Company; or (ii) a
sale or other disposition of all or substantially all of the stock or assets of
the Company.

     

    
      
         

      

      
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    (2) 
"Cause"
shall mean (A) Executive willfully fails to perform the duties
which
Executive is required to perform hereunder, (B) Executive willfully engages in
illegal activity which materially adversely affects the Company's reputation in
the community or which evidences Executive's lack of fitness or ability to
perform his duties as reasonably determined by the Board in good faith, (C)
Executive willfully engages in the falsification of reports or makes material,
intentional misrepresentations or omissions of information supplied to PBB,
SoCal or to regulatory agencies, (D) Executive willfully commits any act which
would cause termination of coverage under PBB's Bankers' Blanket Bond, (E)
Executive willfully breaches a fiduciary duty, exhibits dishonesty or
deliberately or repeatedly disregards material policies or procedures of the
Company, (F) Executive willfully breaches this Agreement in any material
respect, (G) Executive willfully engages in conduct or acts of moral turpitude
that are materially injurious to the Company or any of its subsidiaries and
affiliates, (H) Executive is suspended or temporarily or permanently removed or
prohibited from participating in the conduct of the business of the Company by
the FDIC, DFI, FRB or any other banking authority, or (I) PBB is in default
under the provisions of 12 U.S.C. Section 1813(x)(1). Notwithstanding the
foregoing, Executive's employment with the Company shall not be deemed to have
been terminated for Cause unless the Company provides written notice to
Executive in accordance with Section 10 below of its intention to terminate his
employment
for Cause, setting forth the specific facts or circumstances constituting Cause
and, in the case of facts or circumstances that are capable of  cur;
Executive has either failed to cure, or has failed to take reasonable steps
toward curing, such facts or circumstances within fifteen days of such notice
(or, in
the case that reasonable steps have been taken within fifteen days of such
notice, has failed to cure within forty-five days of such notice). In addition,
notwithstanding any other provision of this Agreement, the Company shall have no
right to terminate Executive's employment for "Cause" to the extent that the
facts and/or circumstances relating to such termination arise, in whole or in
part, from the operation of the Company, or any conduct by, or related to, the
Company, or any parent, subsidiary or other affiliate of the Company, in any
case, occurring prior to the Effective Date.

     

    9.            INTERNAL
REVENUE CODE SECTION 280G.

     

    a. 
Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding and except
as set forth below, in the event it shall be determined that any Payment (as
defined below) would be subject to the Excise Tax (as defined below), then
Executive shall be entitled to receive an additional payment (the "Excise
Tax Gross-Up
Payment") in an amount equal to 50% of the Excise Tax. For purposes of
determining the amount of any Excise Tax Gross-Up Payment, Executive shall be
considered to pay federal income tax at Executive's actual marginal rate of
federal income taxation in the calendar year in which the Excise Tax Gross-Up
Payment is to be made and state and local income taxes at Executive's
actual marginal rate of taxation in the state and locality of Executive's
residence on the date on which the Excise Tax Gross-Up Payment is calculated for
purposes of this Section 9, net of Executive's actual
reduction in federal income taxes which could be obtained from deduction of such
state and local taxes, and taking into consideration the phase-out of
Executive's itemized deductions under federal income tax law.

     

    
      
         

      

      
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    b.  Detelininations.
Subject to the provisions of Section 9(c) below, all determinations
required to be made under this Section 9, including whether and when an Excise
Tax Gross-Up Payment is required, the amount of such Excise Tax Gross-Up Payment
and the assumptions to be utilized in arriving at such determination, shall be
made by such nationally recognized accounting firm as may be selected by the
Company (the "Accounting Firm");
provided, that
the Accounting Firm's deteimination shall be made based upon "substantial
authority" within the meaning of Section 6662 of the Code. The Accounting Film
shall provide detailed supporting calculations both to the Company and Executive
within fifteen business days of the receipt of notice from Executive that there
has been a Payment or such earlier time as is requested by the Company. All fees
and expenses of the Accounting Firm shall be borne solely by the Company. Any
Excise Tax Gross-Up Payment, as determined pursuant to this Section 9, shall be
paid by the Company to Executive within fifteen days of the receipt of the
Accounting Firm's determination. Any determination by the Accounting Firm shall
be binding upon the Company and Executive, unless the Company obtains an opinion
of outside legal counsel, based upon at least "substantial authority" within the
meaning of Section 6662 of the Code, reaching a different determination, in
which event such legal opinion shall be binding upon the Company and Executive.
Notwithstanding anything herein to the contrary, in no event shall any Excise
Tax Gross-Up Payment to be paid by the Company under this Section 9 be made
later than the end of Executive's taxable year next following Executive's
taxable year in which Executive remits the related taxes. Any costs and expenses
incurred by the Company on behalf of Executive under this Section 9 due to any
tax contest, audit or litigation will be paid by the Company promptly, and in no
event later than the end of Executive's taxable year following Executive's
taxable year in which the taxes that are the subject of the tax contest, audit
or litigation are remitted to the taxing authority, or where as a result of such
tax contest, audit or litigation no taxes are remitted, the end of Executive's
taxable year following Executive's taxable year in which the audit is completed
or there is a final and non-appealable settlement or other resolution of the
contest or litigation.

     

    c.  Notification;
Contest. Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require payment by the
Company of the Excise Tax Gross-Up Payment. Such notification shall be given as
soon as practicable, but no later than 15 business days after Executive is
informed in writing of such claim. Executive shall apprise the Company of the
nature of such claim and the date on which such claim is requested to be paid.
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which Executive gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect to such
claim is due). If the Company notifies Executive in writing prior to the
expiration of such period that the Company desires to contest such claim,
Executive shall:

     

    
      
         

      

      
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    (i) 
give the Company any information reasonably requested by the Company relating to
such claim,

     

    (ii)  take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company,

     

    (iii)  cooperate
with the Company in good faith in order effectively to contest such claim,
and

     

    (iv)  permit
the Company to participate in any proceedings relating to such
claim;

     

    provided, that the Company
shall bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such contest. Without
limitation on the foregoing provisions of this Section 9(c), the Company shall
control all proceedings taken in connection with such contest, and, at its sole
discretion, may pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the applicable taxing authority in respect of such
claim and may, at its sole discretion, either direct Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner, and
Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided,
that any extension of the statute of limitations relating to payment of
taxes for the taxable year of Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested
amount.

     

    d.  Refund.
If, after the receipt by Executive of an Excise Tax Gross-Up
Payment,

     

    Executive
becomes entitled to receive any refund with respect to the Excise Tax to which
such Excise Tax Gross-Up Payment relates, Executive shall promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto).

     

    e.  Excise
Tax Withholding. Notwithstanding any other provision of this Section
9, the
Company may, in its sole discretion, withhold and pay over to the Internal
Revenue Service or any other applicable taxing authority, for the benefit of
Executive, all or any portion of any Excise Tax Gross-Up Payment, and Executive
hereby consents to such withholding.

     

    f.  Deduction
Loss. For the avoidance of doubt, the the Company (and its successor)
shall be solely responsible for any loss of deductibility arising in connection
with Code Section 280G with respect to any Payments.

     

    g.  Definitions.
The following terms shall have the following meanings for purposes
of this Section 9:

     

    (i)
"Excise
Tax" shall mean the excise tax imposed by Section 4999 of the
Code, together with any interest or penalties imposed with respect to such
excise tax.

     

    
      
         

      

      
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    (ii)  "Parachute Value"
of a Payment shall mean the present value as of the date of the
change of control for purposes of Section 280G of the Code of the portion of
such Payment that constitutes a "parachute payment" under Section 280G(b)(2) of
the Code, as determined by the Accounting Firm for purposes of determining
whether and to what extent the Excise Tax will apply to such
Payment.

     

    (iii)  "Payment"
shall mean any payment or distribution in the nature of compensation
(within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of
Executive, whether paid or payable pursuant to this Agreement or otherwise, but
shall exclude any Excise Tax Gross-Up Payment.

     

    (iv) 
"Safe Harbor
Amount" shall mean 2.99 times Executive's "base amount," within
the meaning of Section 280G(b)(3) of the Code.

     

    
      10.           NOTICE.
Any notice or other communication required or permitted under
this Agreement shall be effective only if it is in writing and
delivered personally or sent by fax, email (followed by confirmation in writing)
or registered or certified mail, postage prepaid, addressed as follows (or if it
is sent through any other method agreed upon by the parties):

    

     

    If to the
Company:

     

    Belvedere
SoCal

    199
South. Los Robles Ave. Suite 110

    Pasadena,
CA 91101

     

    Attention:
Alan Lane

    Facsimile:
(626) 395-7000

    E-mail:
alane@probizbank.com

     

    If to
Executive: to Executive's most current home address on file with the Company's
Human Resources Department, or to such other address as any party hereto may
designate by notice to the other in accordance with this Section 10, and shall
be deemed to have been given upon receipt.

     

    
      
        11.           COVENANTS.
a.Noncompetition, Nonsolicitation and Nondisclosure by
Executive.

      

    

     

    (1) 
Executive hereby agrees that he shall not, during the Term, directly or
indirectly,
whether as an employee, employer, consultant, agent, principal, stockholder,
officer, director, or in any other individual or representative capacity, engage
or participate in any competitive banking or financial services
business.

     

    (2)  Executive
hereby agrees that he shall not, during the Term and for the nine
(9)-month period immediately following termination of Executive's employment
hereunder (the "Restricted Period"), solicit, encourage or assist, directly,
indirectly or in any manner whatsoever, any employees of the Company or its
affiliates or subsidiaries (including any former employees who voluntarily
teiininated employment with the Company within a twelve (12)- month period prior
to Executive's termination of employment with the Company) to resign or to apply
for or accept employment with any other competitive banking or financial
services business within the counties in California in which the Company has
located its offices. In addition, Executive hereby agrees that he shall not, at
any time, use any Proprietary Information (as defined below) to solicit,
encourage or assist, directly, indirectly or in any manner whatsoever, any
customer, person or entity that has a business relationship with the Company or,
during the twelve (12)-month period prior to Executive's termination of
employment with the Company, was engaged in a business relationship with the
Company, to terminate such business relationship and engage in a business
relationship with any other competitive banking or financial services business
within the counties in California in which the Company has located its
offices.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    b. 
Disclosure of Information. Executive shall not, at any time, without the prior
written
consent of the Board or except as required by law to comply with legal process
including, without limitation, by oral questions, interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar
process, disclose to anyone any financial information, trade or business
secrets, customer lists, computer software or other information concerning the
business or operations of the Company or its affiliates or subsidiaries (the
"Proprietary Information"); provided, that Proprietary Information shall not
include information (i) in or which enters the public domain (other than by
breach of Executive's obligations hereunder), (ii) acquired by Executive other
than in connection with his employment, or (iii) that is disclosed to Executive
by a third party who Executive reasonably believes is not obligated to the
Company to keep such information confidential. Executive further recognizes and
acknowledges that any financial information concerning any customers of the
Company or its affiliates or subsidiaries is strictly confidential and is a
valuable, special and unique asset of the Company's business which also
constitutes Proprietary Information. Executive shall not, at any time, without
such consent or except as required by law, disclose to anyone said financial
information or any part thereof, for any reason or purpose whatsoever. In the
event Executive is required by law to disclose such information described in
this Section 11(b), Executive will provide the Company with prompt notice of
such request so that it may consider seeking a protective order. If, in the
absence of a protective order or the receipt of a waiver hereunder, Executive is
nonetheless, in the opinion of counsel, compelled to disclose any of such
information to any tribunal or any other party, then Executive may disclose (on
an "as needed" basis only) such information to such tribunal or other party
without liability hereunder. Notwithstanding the foregoing, Executive may
disclose such information concerning the business or operations of the Company
and its affiliates and subsidiaries as reasonably necessary in the proper
performance of Executive's duties and responsibilities hereunder or as may be
required by the FRB, DFI, FDIC or other regulatory agency having jurisdiction
over the operations of the Company in connection
with an examination of the Company or other proceeding conducted by such
regulatory agency.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    c. 
Non-Disparagement. During the Term and for a period of twelve (12) months
following
termination of this Agreement and Executive's employment hereunder, (i)
Executive agrees that he shall not publicly or privately disparage, defame or
criticize the Company, its shareholders, its affiliates, subsidiaries, officers
or directors, and (ii) the Company, and each of them, agrees that (i) none of
its officers or directors shall publicly or privately disparage, defame or
criticize Executive, and (ii) it will take reasonable steps, as determined in
the sole discretion of the Company, to discourage its employees from publicly or
privately disparaging, defaming or criticizing Executive.

     

    d.  Written,
Printed or Electronic Material. All written, printed and electronic material,
notebooks and records including, without limitation, computer disks used by
Executive in performing duties for the Company, other than Executive's personal
address lists, telephone lists, notes and diaries, are and shall remain the sole
property of the Company. Upon termination of Executive's employment or earlier
request by the Company, Executive shall promptly return all such materials
(including all copies, extracts and summaries thereof) to the
Company.

     

    e. 
Breach of Covenants. Each party acknowledges that a breach by such party of
any of
the covenants or restrictions contained in this Section 11 will cause
irreparable damage to other party, the exact amount of which will be difficult
to ascertain, and that the remedies at law for any such breach will be
inadequate. Accordingly, each party agrees that if such party breaches or
attempts to breach any such covenants or restrictions, the other party shall be
entitled to temporary or permanent injunctive relief with respect to any such
breach or attempted breach (in addition to any other remedies, at law or in
equity, as may be available to such other party), without posting bond or other
security.

     

    12.            INDEMNIFICATION.
The Company and Executive acknowledge that they have entered
into that certain Indemnification Agreement dated February 27, 2008
("Indemnification Agreement") which shall govern all matters relating to
indemnification of Executive by the Company.

     

    13.            REPRESENTATIONS.
Executive hereby represents and warrants to the Company that (a)
Executive is entering into this Agreement voluntarily and that the performance
of his obligations hereunder will not violate any agreement between Executive
and any other person, firm, organization or other entity, and (b)
Executive is not bound by the terms of any agreement with any previous
employer or other party to refrain from competing, directly or indirectly, with
the business of such previous employer or other party that would be violated by
his entering into this Agreement and/or providing services to the Company
pursuant to the teams of this Agreement.

     

    14.            CODE
SECTION 409A. To the extent applicable, this Agreement shall be interpreted
in
accordance with Section 409A. Notwithstanding any provision of this Agreement to
the contrary, if at any time Executive and the Company mutually determine that
any payments or benefits
payable hereunder may be subject to Section 409A, the parties shall work
together to adopt such amendments to this Agreement or take any other actions
that the parties determine are necessary or appropriate to (i) exempt such
payments and benefits from Section 409A and/or preserve the intended tax
treatment of such payments or benefits, or (ii) comply with the requirements of
Section 409A and thereby avoid the application of penalty taxes under Section
409A.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    15.            WITHHOLDING.
The Company may withhold from any amounts payable under this Agreement
such federal, state, local or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

     

    16.            ENTIRE
AGREEMENT. As of the Effective Date, this Agreement, together with any
Option
Agreement(s) and the Indemnification Agreement, constitutes the final, complete
and exclusive agreement between Executive and the Company with respect to the
subject matter hereof and replaces and supersedes any and all other agreements,
offers or promises, whether oral or written, made to Executive by the Company or
any representative thereof. Executive agrees that any such agreement, offer or
promise is hereby terminated and will be of no further force or effect, and that
upon his execution of this Agreement, Executive will have no right or interest
in or with respect to any such agreement, offer or promise.

     

    17.            AMENDMENT.
The terms of this Agreement may not be amended or modified other than by a
written instrument executed by the parties hereto or their respective
successors.

     

    18.            ACKNOWLEDGEMENT.
Executive hereby acknowledges (a) that Executive has consulted
with or has had the opportunity to consult with independent counsel of his own
choice concerning this Agreement, and has been advised to do so by the Company,
and (b) that Executive has read and understands this Agreement, is fully aware
of its legal effect, and has entered into it freely based on his own
judgment.

     

    19.            GOVERNING
LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of California, without regard to conflicts of laws
principles thereof.

     

    20.            NO
WAIVER. Failure by either party hereto to insist upon strict compliance with any
provision
of this Agreement or to assert any right such party may have hereunder shall not
be deemed to be a waiver of such provision or right or any other provision or
right of this Agreement.

     

    21.            ASSIGNMENT.
This Agreement is binding on and for the benefit of the parties hereto
and their
respective successors, heirs, executors, administrators and other legal
representatives. Neither this Agreement nor any right or obligation hereunder
may be assigned by Executive.

     

    22.            SEVERABILITY.
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    23.            CONSTRUCTION.
The parties hereto acknowledge and agree that each party has reviewed
and negotiated the terms and provisions of this Agreement and has had the
opportunity
to contribute to its revision. Accordingly, the rule of construction to the
effect that ambiguities are resolved against the drafting party shall not be
employed in the interpretation of this Agreement. Rather, the telins of this
Agreement shall be construed fairly as to all parties hereto and not in favor or
against any party by the rule of construction abovementioned.

     

    24.            COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.

     

    25.            CAPTIONS.
The captions of this Agreement are not part of the provisions hereof,
rather
they are included for convenience only and shall have no force or
effect.

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

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

     

    
      
        
          
            	 	
                    EXECUTIVE:

                  	 
	 	
                     

                    /s/
      William H. Baribault

                  	 
	 	
                    WILLIAM
      H. BARIBAULT

                  	 
	 	 	 
	 	
                    SOCAL:

                  	 
	 	 	 
	 	
                    BELVEDERE
      SOCAL

                  	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
      Alan J. Lane

                  	 
	 	 	 	 
	 	
                    Name:

                  	
                    Alan
      J. Lane

                  	 
	 	 	 	 
	 	
                    Title:

                  	
                    Executive
      Chairman

                  	 
	 	 	 
	 	
                    PROFESSIONAL
      BUSINESS BANK

                  	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
      Alan J. Lane

                  	 
	 	 	 	 
	 	
                    Name:

                  	
                    Alan
      J. Lane

                  	 
	 	 	 	 
	 	
                    Title:

                  	
                    Executive
      Chairman

                  	 


          

        

      



    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    SCHEDULE
1

     

    LIST OF
EXECUTIVE'S

    OTHER
PERMITTED ACTIVITIES

     

    Boards of
Directors positions, including advisory boards:

     

    Henry
Company, Director

    M
Chemical, Director

    MC Gill,
Director

    Flintridge
Preparatory School, Director

    Kidspace
Museum, Director

    Verdugo
Hills Hospital Foundation, Vice Chair Staub Metals, Advisor

     

    Enterprises
with ownership:

     

    Oakwood
Enterprises, Chair Paul Mar Inc, Chair

    Eagle
Associates, Partner

    21 Fund,
Partner

    Henry
Company (stock options)

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Exhibit
A

    

     

    [TIME-VEST
OPTION AGREEMENT]

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
B

     

    [PERFORMANCE-VEST
OPTION AGREEMENT]

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
C

     

    [MODIFIED
TIME-VEST OPTION AGREEMENT]