**Exhibit 10.10**

** **

**EMPLOYMENT AGREEMENT**

 

**DATE****:                  **January 1, 2002

 

 

**PARTIES****:           **CAPITAL****CORP. OF THE WEST,****a****Californiacorporation,****hereinafter****referredtoas “Employer”; and

 

THOMAS T. HAWKER, herein after referred to as “Employee”.

 

**RECITALS****:**

 

1.                                       Employee is currently employed as the ChiefExecutive Officer of Employer under a written Employment Agreement datedSeptember 12, 2000, which will expire at the close of business on December 31,2001.

 

2.                                       The Parties desire to enter into a newEmployment Agreement for an additional three (3) year term.

 

**AGREEMENT****:**

 

Employer hereby agrees to extend****theemployment of Employee, and Employee hereby accepts said extension ofemploymentwith Employer, upon the terms and conditions hereinafter set forth.

 

1.             Duties.

 

Employee is hereby employed as the President****and Chief Executive Officerof Employer.  Employee shall perform thecustomary duties of a Chief Executive Officer of a California bank holdingcompany, including but not limited to**,**the**supervision of Employer’sbusiness and all subsidiary corporations and businesses owned or related toEmployer and such****kindredduties as may from time to time be reasonably requested of Employee by theBoard of Directors of Employer. As used herein the term “business of Employer”shall include the business of any of Employer’s subsidiaries and relatedentities.

 

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2.             Appointment toBoard of Directors.

 

Employer hereby agrees that Employee shall remain a member of the Boardof Directors of Employer for so long as Employee is elected to a position onthe board by the shareholders of****Employer,or until this Agreement has been terminated. During the period of Employee’selection to the Board of Directors, Employee shall serve as a member of any orall committees to which he is appointed, except the audit committee. Employeealso hereby agrees to accept appointment to other boards of directors andcommittees of subsidiary and related organizations of Employer. Employee shallfulfill all of Employee’s duties as a board and committee member withoutadditional compensation. Upon the termination of this Agreement by eitherEmployee or Employer, Employee agrees to immediately resign from the Board ofDirectors, from all committees and from all corporate offices of Employer andfrom all of Employer’s subsidiaries and related companies; further, all fringebenefits, such as insurance, shall be terminated on the last day of service ofEmployee, unless other­wise mandated by the terms of this Agreement, Employer’spersonnel policy, or any other benefit policies in effect at the time of suchtermination.

 

3.             Term.

 

Provided Employee is still employed by Employer through December 31,2001, this Agreement shall be effective for a period of thirty-six (36) monthsthereafter, and employment under this agreement shall commence on January 1,2002 and unless sooner terminated as provided herein, shall end on December 31,2004 (“Term”).

 

4.             Extent ofService.

 

Employee shall donate his full time, attention, and energies to thebusiness of Employer, and shall not during the Term of this Agreement beengaged in any other business activities, except per­sonal investments, withoutthe prior written consent of Employer.

 

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5.             Regular Compensation.

 

In consideration for the services which Employee is to render underthis Agreement, Employer shall pay to Employee a base salary (“Base Salary”) ofTwo Hundred Sixty Thousand Dollars ($260,000).   The Base Salary shall be payable to Employee in equalsemi-monthly installments on the fifteenth and last working day of each monthduring the period of employment.  Costof living adjustments will be made effective January 1 of the second and thirdyears in amounts indicated by the Consumer Price Index for the Western UrbanArea published by the U.S. Department of Labor Statistics for the precedingtwelve (12) months.

 

6.             DiscretionaryIncentive Compensation.

 

Employee shall be entitled to participate in any incentive programswhich may be adopted from time to time by Employer for Employee. Amountsawarded to Employee under any said incentive program shall be determined at thesole discretion of Employer, including the vesting of any incentiveawards.  If either the Employer orEmployee choose not to negotiate a subsequent Agreement, for reasons other thanthose included in paragraph 19, on the conclusion of this Agreement, theincentive award earned for the 2004 year will be paid in full as if Employeewere still employed.

 

7.             BusinessExpenses.

 

Employee shall be reimbursed for all ordinary and necessary, documentedexpenses reasonably incurred by Employee in connection with his employmentassociated with managing the business of Employer and other expenses which maybe authorized from time to time by the Board of Directors of Employer,including expenses for club membership, entertainment, travel and similaritems. Travel and other expenses for attendance at conventions and bankingeducation programs that are approved by the Board of Directors shall also bereimbursed. Employer will pay for or will reimburse Employee for such expensesupon presentation by Employee from time to time of

 

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receipts evidencing suchexpenditures.

 

8.             Automobile.

 

Employer shall provide an automobile for the use of Employee. Employershall pay all fuel, operating, maintenance and insurance costs associated withsuch automobile. Employee shall be entitled to limited use of the automobilefor personal use, but shall primarily use it for business purposes associatedwith his employment.  As the ChiefExecutive Officer of Employer, Employee has been provided an automobile for theconvenience of Employer.  Employerexpects the Employee will frequently visit Employer’s various businesslocations, customers, business partners, vendors, regulatory agencies, ratingsand market making agencies and travel for various trade associations in whichEmployer is actively engaged.  For thesecurity of the automobile, the convenience of the Employer, and theconservation of the time of Employee dedicated to the business of Employer,Employee agrees to garage the automobile at his personal residence.  Employee is authorized to commence his worktravel as set forth above from such personal residence.

 

9.             Vacation.

 

During the term of employment Employee shall be entitled to vacationleave at full salary at the discretion of Employee as time allows, so long asit is reasonable and does not jeopardize his responsibilities, of twenty (20)business days; provided that Employee shall take as a portion of his vacationleave at least ten (10) consecutive business days.

 

10.           Disability.

 

If Employee becomes permanently disabled during the Term because ofsickness, physical or mental disability, so that he is unable to perform hisfull duties hereunder, Employer agrees to continue the salary (i) ninety (90)days from

 

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commencement of the disability,(ii) until Employee is able to return to work, or (iii) when any paymentscommence to Employee under the separate Salary Continuation Agreement executedbetween the parties, whichever is less.

 

11.           Insurance.

 

Employer shall provide to Employee, his wife andqualifying children, during the Term at Employer’s expense the same medicalinsurance, dental insurance, life insurance, and disability insurance coverage,if any, which may be offered to Employer’s other full-time employees under anybenefit plans as may be in effect from time to time.

 

The parties acknowledge that Employee’s Base Salary has been set highenough under this contract so that Employee may pay for life insurance.However, Employee shall have the right to determine whether to maintain lifeinsurance and use part of his Base Salary to cover the premiums thereon, or touse the Base Salary for other purposes. Employer shall have no duty under thisagreement to give Employee any additional compensation to cover life insurancepremiums or to maintain any life insurance on Employee’s life.

 

12.           Stock Options.

 

As part of the consideration for entering this agreement, the Board ofDirectors has agreed to grant 7,000 incentive stock options each year onJanuary 1 of 2002, 2003, and 2004 at the then market value provided employee isstill actively employed by employer on each of said dates.  Each stock option grant will vest 25% ongrant and 25% each year thereafter.

 

13.           Retirement Plan.

 

Employer shall be entitled to participate in any retirement plansoffered to other employees of Employer such as Employee’s participation inEmployer’s 401K plan.

 

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14.           Printed Material.

 

All written, printed,visual or audio materials used by Employee in performing duties for Employer,other than Employee’s personal notes and diaries, are and shall remain the propertyof Employer. Upon termination of employment on any basis, Employee shall returnall such materials to Employer.

 

15.*          *Disclosure of Information.

 

In the course of employment, Employee mayhave access to confidential information and trade secrets relating toEmployer’s business. Except as required in the course of employment byEmployer, Employee shall not, without Employer’s prior written consent,directly or indirectly disclose to anyone any confidential information relatingto Employer or any financial information, trade secrets or “know-how” which isgermane to Employer’s business and operations. Employee recognizes andacknowledges that any financial information concerning any of Employer’scustomers, as it may exist from to time, is strictly confidential and is avaluable, special and unique asset of Employer’s business. Employee shall not,either before or after termination of this Agreement, disclose to anyone saidfinancial information, or any part thereof, for any reason or purposeswhatsoever.

 

16.           ProhibitedActivities and Investments.

 

During the Term of thisAgreement, Employee shall not, directly or indirectly, either as an employee,employer, consultant, agent, principal, partner, principal stockholder (i.e.,ten percent or more) or corporate officer, directly, or in any other individualor representative capacity, engage or participate in any business competitivewith that of Employer.

 

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17.           SuretyBond.

 

Employee agrees to furnish all information and take any other stepsnecessary to enable Employer to obtain and maintain a fidelity bond conditionalon the rendering of a true account by Employee of all moneys, goods, or otherproperty which may come into the custody, charge, or possession of Employeeduring the Term of Employee’s employment. The surety company issuing such bondand the amount of the bond must be acceptable to Employer. All premiums on thebond are to be paid by Employer. If Employee cannot personally qualify for asurety bond at any time during the Term of this Agreement, Employer shall havethe option to terminate this Agreement immediately and said termination shallbe deemed to be a termination for cause.

 

18.           MoralConduct.

 

Employee agrees to conduct himselfat all times with due regard to public conventions and morals and to abide byand reflect in his personal actions all of the “core values” adopted byEmployer and its subsidiaries from time to time. Employee further agrees not todo or commit any act that will reasonably tend to degrade him or to bring himinto public**hatred, contempt orridicule, or that will reasonably tend to shock or offend any community inwhich Employer engages in business, or to prejudice Employer or the bankingindustry in general.

 

19.           Terminationof Agreement.

 

(a)           Terminationfor Cause.

 

Employer reserves theright to terminate this Agreement “for cause”. Termination for cause shallinclude termination because of Employee’s (i) personal dishonesty, (ii)incompetence, (iii) willful misconduct, (iv) breach of fiduciary duty involvingpersonal profit, (v) material breach of any of the terms of this Agreement, (vi) substantial failure to perform assignedduties, (vii) willful violation of any law, rule or regulation (other thantraffic violations or similar offenses) or final cease-and-desist order, or(viii) the willful or permanent breach by Employee of any obligations owed toEmployer pursuant to this Agreement. In addition, Employer reserves the rightto terminate this Agreement “for

 

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cause” in the event thatactions are effected by any regulatory agency having jurisdiction to remove orsuspend Employee from office, or upon the directive of any such regulatoryagency that Employer must remove Employee as its Chief Executive Officer,regardless of whether such directive is given orally or in writing.

 

(b)           StatutoryGrounds for Termination.

 

Employee’s employment under this Agreementshall terminate immediately upon the occurrence of any of the following events,which events are described in sections 2920 and 2921 of the California LaborCode:

 

(1)           Theoccurrence of circumstances that make it impossible or impractical for**the business of Employer tobe continued.

 

(2)           Thedeath of Employee.

 

(3)           Theloss of Employee’s legal capacity. This does not affect Employee’s rights underSection 10 of this Agreement.

 

(4)           Theloss by Employer of legal capacity to contract.

 

(5)*          *Subject to Section 10 of this Agreement, the continued incapacity on thepart of Employee under this Agreement,unless waived by Employer.

 

(c)           Terminationfor Bankruptcy.

 

This Agreement may be terminated immediately by either party at theoption of either party and without prejudice to any other remedy to whicheither party may be entitled at law, in equity or under this Agreement ifeither party:

 

(1)           Filesa petition in bankruptcy court or is adjudicated a bankrupt;

 

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(2)           Institutesor suffers to be instituted against it or him any procedure in bankruptcy courtfor reorganization or rearrangement of his financial affairs;

 

(3)           Hasa receiver of his assets or property appointed because of insolvency; or

 

(4)           Makes a generalassignment for the benefit of creditors.

 

(d)           Automatic Terminationin the Event of Acquisition of Employer.

 

This Agreement shall automatically terminate upon the consummation ofany event by which substantially all of the stock and/or assets of Employer areacquired by a person, a group of persons, a financial institution or otherentity, and if the acquiring entity within a one (1) year period from date ofacquisition no longer desires that the Executive remain or if the acquiringentity substantially changes the title, salary or position of the Executive.

 

In the event that termination should occur, Employee shall receive anacquisition payment (“Acquisition Payment”) in the amount equal to eighteen (18) months Base Salary at the thencurrent rate of compensation.

 

If termination occurs, the Employer will provide Executive benefitcontinuation to include health, life and disability benefits during theeighteen (18) month severance period.

 

In the event of any such acquisition of Employer and the consequentautomatic termination of this Agreement, no provision contained in thisAgreement should be construed to prevent Employee from negotiating a newemployment agreement with either Employer or the acquiror of Employer, shouldthe parties desire to do so.

 

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It is mutually agreed by the parties that theabove-referenced Acquisition Payment shall be received by Employee in lieu ofany and all claims and/or damages which may be sustained by Employee due to theacquisition of Employer and the termination of Employee’s employment and willbe accepted by Employee in full satisfaction of all such claims and damages.

 

20.           Severance Pay.

 

Upon early termination of this Agreement (i)pursuant to Section 19(d) of this Agreement, (ii) by Employee for any reason,(iii) by Employer “for cause” (pursuant to Section 19(a) of this Agreement), or(iv) because of the death, incapacity or disability of Employee, Employee shallnot receive any Severance Payment of any sort or any bonus for the calendaryear in which termination is effected.

 

The parties acknowledge that it would be difficult to determine thedamages which Employee would suffer if his employment is terminated by Employerwithout cause or on statutory grounds. Therefore it is agreed that if thisagreement is terminated early by Employer on any basis other than those listedin the first paragraph of this Section 20, then Employee shall be entitled toreceive a cash payment (“Severance Payment”) in the amount equal to one year’sBase Salary at the then current rate of compensation and benefit continuationto include health, life and disability coverage for a period of one (1)year.  It is mutually agreed by theparties that the payment of the cash Severance Payment set forth above shall bereceived by Employee in lieu of any and all claims and/or damages which may besustained by Employee by reason of his early termination and will be acceptedby Employee in full satisfaction of all such claims and damages and as paymentin full for all benefits received from Employee’s services. The partiesunderstand and agree under no circumstances would Employee be entitled toreceive both the Acquisition Payment described in Subsection (2) of Section 19and the Severance Payment described in this Section 20.

 

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21.           Notices.

 

Any notice to Employer required or permitted under this Agreement shallbe given in writing to Employer, either by personal service or by certifiedmail, postage prepaid, addressed to the chairman of the Board of Directors ofEmployer at its then principal place of business.  Any such notice to Employee shall be given in like manner and, ifmailed, shall be addressed to Employee at Employee’s home address then shown onEmployer’s files. For the purpose of determining compliance with any time limitin this Agreement, a notice shall be deemed to have been duly given (a) on thedate of service, if personally served on the party to whom notice is to begiven, or (b) the fifth business day after mailing, if mailed to the party to whomnotice is to be given in the manner provided in this Section.

 

22.           Nonassignability.

 

Neither this Agreement nor any right or interest hereunder shall beassignable by Employee, his beneficiaries or legal representatives withoutEmployer’s prior written consent; provided, however, that nothing in thisSection 22 shall preclude (i) Employee from designating a beneficiary toreceive any benefit payable hereunder upon his death, or (ii) the executors,administrators, or other legal representatives of Employee or his estate fromassigning any rights hereunder to the person or persons entitled thereto.

 

23.           No Attachment.

 

Except as requiredbylaw, no right to receive payments under this Agreement shall be subject toanticipation, commutation, alienation, sale, assignment, encumbrance, charge,pledge or hypo­thecation or to execution, attachment, levy or similar processor assignment by operation of law, and any attempt, voluntary or involuntary,to effect any such action shall be null, void and of no effect.

 

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24.           Binding Effect.

 

This Agreement shall be binding upon, and inure to the benefit of,Employee and Employer and their respective permitted successors and assigns.

 

25.           Modification andWaiver.

 

(a)           Amendment ofAgreement.

 

This Agreement may not be modified or amended except by an instrumentin writing signed by the parties hereto.

 

(b)           Waiver.

 

No term or condition of this Agreement shall be deemed to have beenwaived nor shall there be any estoppel against the enforcement of any provisionof this Agreement, except by written instrument of the party charged with suchwaiver or estoppel. No such written waiver shall be deemed a continuing waiverunless specifically stated therein, and each such waiver shall operate only asto the specific term or condition for the future or as to any act other thanthat specifically waived. No delay in exercising any rights shall be construedas a waiver, nor shall a waiver on one occasion operate as a waiver of such righton any future occasion.

 

26.           Entire Agreement.

 

This Agreementsupersedes any and all other agreements, either oral or in writing, between theparties hereto with respect to the employment of Employee by Employer. ThisAgreement contains all of the covenants and agreements between the parties withrespect to such employment in any manner whatsoever.  Each party to this Agreement acknowledges that norepresentations, inducements, promises or agreements, orally or otherwise, havebeen made by any party, or anyone acting on behalf of any party, which are notembodied herein, and that no other agreement, statement or promise notcontained in this Agreement shall be valid and binding.

 

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27.**          **Partial Invalidity.

 

If any provision in this Agreement is held by a court of competent jurisdiction to beinvalid, void or unenforceable, the remaining provisions shall neverthelesscontinue in full force without being impaired or invalidated in any way.

 

28.           Governing Law.

 

This Agreement shall be governed by, and construed in accordance with,the laws of the State of California.

 

29.           Injunctive Relief.

 

Employer and Employee acknowledge and agree that the services to beperformed under this Agreement are of a special, unique, unusual, extraordinaryand intellectual character which give them a peculiar value, the loss of whichcannot be reasonably or adequately compensated in damages in an action at law.Employer and Employee therefore expressly agree that Employer and Employee, inaddition to any other rights or remedies which Employer and Employee maypossess, shall be entitled to injunctive and other equitable relief****to prevent a breach of****thisAgreement by Employee and Employer.

 

30.           Bank RegulatoryAgencies.

 

The obligations and rights of the parties hereunder are expresslyconditioned upon the approval or non-disapproval of (i) this Agreement and/or(ii) Employee, in the event such approvals are required, by those bankingregulatory agencies which have jurisdiction over Employer or any of itssubsidiaries.

 

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31.           DuplicateOriginals.

 

This Agreement may be executed simultaneously in one or morecounterparts, each of which shall be deemed an original, but all of which togetherconstitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have duly executed thisAgreement on the day and year first above written.

 

 
|   | EMPLOYER: |   | CAPITAL CORP OF THE WEST |
|--------|-----------|--------|--------------------------|
|   |      |   |                     |   |   |
|   |      |   |                     |   |   |
|   |      |   |                     |   |   |
|   |      |   | By:                      | /s/ | James W. Tolladay |   |
|   |      |   |                     |   | James W. Tolladay |   |
|   |      |   |                     |   | Chairperson of the Board |   |
|   |      |   |                     |   |   |
|   |      |   |                     |   |   |
|   | EMPLOYEE: |   |                     | /s/ | Thomas T. Hawker |   |
|   |      |   |                     |   | Thomas T. Hawker |   |

 

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