exv10w21xay






Exhibit 10.21(a)



December 7, 2009




David Harvey

18605 Sarazen Ct.

Yorba Linda, CA 92866



Dear David:




It is my pleasure to confirm the offer of employment made to you for the position of
Executive Vice President and Chief Operations Officer of Citizens Business Bank.

 The position reports directly to Chris Myers, President and Chief Executive Officer.




	 	 	 
	Position:
	 	Executive Vice President and Chief Operations Officer

	 	 	 

	Salary:
	 	$270,000 per year. You will be eligible for an annual Performance
Review in April of each year, beginning 2011.

	 	 	 

	Sign On Bonus:
	 	$100,000. In the event that you voluntarily leave Citizens
Business Bank prior to 12/31/10, you will be responsible for the
reimbursement of the signing bonus.

	 	 	 

	Stock Options:
	 	20,000 Stock Options upon Board approval.

	 	 	 

	Car Allowance:
	 	$1,200.00 monthly.

	 	 	 

	Country Club

Membership:
	 	The Bank agrees to reimburse you for monthly dues, fees and
reasonable business expenses associated with one club
membership. You will be reimbursed for the cost to transfer
your current membership.

	 	 	 

	Performance

Compensation:
	 	You will be eligible to participate in the 2010 Performance
Compensation Plan payable in February 2011. You will have
the potential to earn up to 75% of your base salary.

	 	 	 

	Deferred

Compensation:
	 	You will be eligible to participate in the Deferred
Compensation Plan. Details will be provided to you upon
hire.

	 	 	 

	Change of
Control:
	 	Two year Change of Control

	 	 	 

	Start Date:
	 	On or before December 31, 2009







 









 





Page 2 of 3

David Harvey

December 7, 2009



As a full-time regular employee you will be eligible to participate in the Bank’s benefit
plans. All benefits are based on your anticipated start date indicated above.



You will be provided detailed information about your medical benefit options shortly before your
waiting period ends.





	 	•	 	Vacation






	 	 	 	You will be eligible for (20) days of vacation in 2010.






	 	•	 	Medical Insurance






	 	 	 	You will be eligible to participate in the Bank’s Benefits Plan on the first day of the
month following (30) days of continuous employment with the Bank.






	 	•	 	401(k) and Profit Sharing Plan






	 	 	 	You will be eligible to participate in the CVB Financial Corporation 401(k) portion of the
plan on January 1, 2010. Profit Sharing information will be provided to you.




Drug Test — We require a pre-employment drug test. The job offer will be contingent on successfully
passing the drug test. Please contact Human Resources to schedule an appointment for a
pre-employment drug test. The number is (909) 483-7113.



At Will Statement — The employment relationship is based on the mutual consent of the associate and
Citizens Business Bank. Accordingly, at any time, either the associate or the Bank can terminate
the employment relationship at will, with or without cause or advance notice.



Proprietary or Confidential Information — We would also like to confirm that we are not hiring you
to acquire any proprietary or confidential information of your prior employers and ask that you
neither bring any such information with you nor disclose any such information during your
employment with us. We also want to ensure that your employment with the Company does not violate
any noncompetition, non-solicitation, nondisclosure, or proprietary information or other similar
agreements to which you may be bound. If you are bound by such an agreement with a prior employer
or anyone else, please give us a copy of that agreement so that we can ensure that your employment
with CBB will not violate that agreement. By not providing us with such an agreement, you are
representing that no such agreement exists and that you will not be prevented from performing any
of your duties for CBB as a result of any agreement with or other contractual or statutory
obligation to (including, without limitation, any noncompetition, proprietary information or
nondisclosure agreement) any prior employer or other person or entity.




 









 





Page 3 of 3

David Harvey

December 7, 2009



Please feel free to call me if you should have any questions or require additional
information. This offer will expire five (5) days from the date of this letter. Should you accept,
I ask that you sign and return one copy of this letter. In the meantime, I would be glad to discuss
any aspect of this offer with you.



We are excited to have you as an important part of the Citizens Business Bank team.



Sincerely,




Christopher D. Myers

President and Chief Executive Officer



I have read this offer and accept the terms of the position described herein.




	 	 	 	 	 	 	 	 	 
	Signature

	 	 

	 	Date