exv10w22






Exhibit 10.22




EMPLOYMENT AGREEMENT



This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of October 14, 2008, between
Bank of Commerce, (hereinafter referred to as “Employer”), and Randy S. Eslick (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 Regional President, and Executive accepts such employment.
Executive agrees to perform the duties that are customarily performed by a Regional President 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 his ability 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 his full business time and attention to
the business and affairs of Employer for which he is employed and shall perform the duties thereof
to the best of his 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 President and Chief Executive 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 three years, and automatically extending for a one-year period (the “Term”), commencing
October 14, 2008 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 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 $175,020.00 per year. The President and Chief Executive
Officer of the Company will present to the Directors Executive Compensation Committee for approval
any increases in Executive’s base salary annually following an annual performance evaluation.




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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 Cash Incentive (“Profit Sharing”) Plan.



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.




     4. 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.




     5. VACATION 


Executive shall be entitled to the current accrual rate for 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.




     6. TERMINATION 


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





	 	(a)	 	Breach of, habitual neglect of, failure to perform, or inability to
perform, Executive duties and obligations as Regional President.
	 
	 	(b)	 	Illegal conduct, constituting a crime involving moral 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
his duties for a consecutive period of 180 days (during which time Executive
shall continue to receive his base salary and other benefits, provided his
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 sole 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) or
(b), above (determined to be ‘cause’), Executive shall only be paid any accrued salary calculated
as of the date of the Executive’s termination, plus vacation accrued to, but not taken as of date
of the termination.



In the event this Agreement is terminated for any reason specified in paragraphs (c) or (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.



Total compensation package is defined as current salary, cash incentive profit sharing, insurance.




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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 15,
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.




     7. CHANGE OF CONTROL BENEFITS


In the event there is a Change of Control and in the event of diminution in salary or job duties,
the Bank shall pay to the Executive severance equal to one (1) year’s salary at that salary rate
being paid to Executive at the time of the Change in Control together with an amount equal to one
(1) year’s profit sharing, with the amount of such profit sharing payment to be that amount which
is the average profit sharing received by the Executive for the three (3) prior years. Executive
shall also receive at the Bank’s expense, a continuation of health benefits then being provided to
the Executive for a period of one (1) year. 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 15, Executive shall be deemed to have waived Executive’s right, if any,
to severance.



“Change in Control” means (i) a Change in the Ownership of the Relevant Corporation, (ii) a Change
in the Effective Control of the Relevant Corporation, or (iii) or a Change in the Ownership of a
Substantial Portion of the Assets of the Relevant Corporation. The events giving rise to the
Change in Control must be objectively determinable, and the Board, in a ministerial capacity, shall
certify there is a Change in Control only when the events giving rise to the Change in Control are
objectively determinable. The Board shall not have any discretionary authority to certify that
there has been a Change in Control except as provided in the preceding sentence. Notwithstanding
anything to the contrary, (i) the term “Change in Control” shall be interpreted in accordance with
Section 409A; (ii) any event which constitutes a “Change in Control” under Section 409A shall
constitute a “Change in Control” for purposes of this Agreement; (iii) and any event which does not
constitutes a “Change in Control” under Section 409A shall not constitute a “Change in Control” for
purposes of this Agreement.



Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Bank
shall not pay any benefit under this Agreement to the extent the benefit would create an excise tax
under the excess parachute rules of Section 280G of the code.




     8. 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 his employment, and information developed or learned by Executive during the
course of his employment.



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.




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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
his 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 his 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 he 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 his employment which is in his possession and control and to deliver promptly all such
documents and data to Employer.



(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, without the necessity of posting a bond, 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 15 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.




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     9. INDEMNIFICATION 


To the extent permitted by law, Employer shall indemnify Executive if he 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 in a 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 his
conduct was unlawful), provided that the alleged conduct of Executive arose out of and was within
the course and scope of his employment as an officer or employee of Employer.




     10. 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
	 

	 	 	 	1901 Churn Creek Road
	 

	 	 	 	Redding, California 96002
	 

	 	 	 	Attention: Board of Directors
	 
	 	 	 	 
	 

	 	To Executive:
	 	Randy Eslick
	 

	 	 	 	9344 Rock Canyon Way
	 

	 	 	 	Orangevale, California 95662





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




     11. 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.




     12. 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.




     13. 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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     14. 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.




     15. NEGOTIATION — MEDIATION


The parties will attempt in good faith to resolve promptly any dispute, controversy, or claim
arising out of or relating to this contract or any claimed breach thereof by direct negotiation
between principals of the parties who have authority to settle the controversy. To facilitate such
negotiations, it is agreed that a disputing party shall give the other party written notice of the
dispute providing reasonable particularity with respect to all issues deemed to be controverted or
disputed. Within ten (10) days after such notice is given, the principals of the parties shall
meet at a mutually acceptable time and place, and thereafter as often as those individuals
reasonably deem necessary to exchange relevant information and attempt to resolve all disputes.



If the disputes have not been resolved within thirty (30) days after the disputing party gives
notice, or if the party receiving notice declines to meet, either party may initiate mediation of
the controversy, claim or dispute in accordance with the following mediation provisions. Upon
failure of the negotiations as set forth above, the parties to this contract agree to mediate any
dispute, controversy or claim arising out of this contract or relating to the work undertaken
pursuant to this contract prior to resorting to arbitration as hereinafter provided. Mediation is
a process in which parties attempt to resolve a dispute by submitting it to an impartial, neutral
mediator who is authorized to facilitate the resolution of the dispute, but who is not empowered to
impose a settlement on the parties.



The parties shall attempt to mutually agree upon an impartial mediator, which mediator shall be
appointed jointly and compensated equally by the parties. In the event the parties are unable to
agree on an impartial mediator, then and in that event each party shall submit to the other a list
with two (2) names of retired judges who will mediate in Shasta County, and have no ongoing
professional or business relationship with either of the parties.



From the lists, the parties shall, in turn, beginning with the Executive, cross unacceptable names
from the list until such time as a potential mediator remains. The potential remaining mediator
shall then be contacted to determine if he/she is available and willing to act as mediator. Should
none of the original list of mediators be available, new lists shall be prepared and the process
again undertaken.



Following mediation or in the event that for any reason no mediation has been held, all disputes,
controversies or claims shall be resolved by binding arbitration as hereinafter set forth. If a
party commences an arbitration or court action based on a dispute or claim as to which this section
applies, without first attempting to resolve the matter through mediation, then and in that event,
such party shall not be entitled to recover attorney’s fees, costs or expert fees, even if they
would otherwise be available to that party in any such arbitration or court action.




     16. ARBITRATION


Any controversy among parties arising from or relating to the performance or interpretation of this
contract is subject to binding arbitration. The parties hereto are bound, each to the other, by
this arbitration clause. The parties therefore agree that any dispute, controversy or claim, in
law or equity, arising between themselves out of this contract pursuant to this contract which is
not settled through mediation must be decided by neutral binding arbitration and not by court
action, except as provided by the California Law for Judicial Review of Arbitration Proceedings.



On the demand of the arbitrator or any party to an arbitration initiated under the arbitration
provisions of this contract, each party hereto shall be bound by this arbitration provision and
agrees to join in, become a party to, and be bound by such arbitration.




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Arbitration shall be conducted under and pursuant to the provisions of California Code of Civil
Procedure § 1280, et seq., including the provisions of § 1283.05, as are in effect at the time of
the arbitration, and judgment may be entered on the award as therein provided.



If any party refuses or neglects to appear at or participate in arbitration after reasonable
notice, the arbitrator may decide the controversy in accordance with whatever evidence is presented
by the party or parties who do participate. The arbitrator may award any remedy that is just and
equitable in the arbitrator’s opinion. The arbitrator will award to the prevailing party or parties
such sums as are proper to compensate for the time, expense, and trouble of arbitration, including
arbitration fees, attorney fees and costs, and expert fees. The arbitrator will retain jurisdiction
of a controversy even if a party or parties to the dispute will not or cannot be joined in the
arbitration proceedings.




     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:
	 
	 	 
	BANK OF COMMERCE
	 	 
	 
	 	 
	By: /s/ Kenneth R. Gifford, Jr.
 

Name: Kenneth R. Gifford, Jr.
Title:
Chairman

	 	 /s/
Randy Eslick
 

Randy Eslick






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