Offer Letter for Richard C.Thomas



 Exhibit 10.10(a) 
 November 24, 2010 
 Richard C. Thomas 

3870 Greenhill Road 
 Pasadena, CA 91107

 Dear Richard: 
 It is my pleasure
to confirm the offer of employment made to you for the position of Executive Vice President, Finance and Accounting. The position reports directly to Chris Myers, President and Chief Executive Officer. 

 

			
	Position	  	Executive Vice President, Finance and Accounting
		
	Salary	  	$285,000 per year. You will be eligible for an annual Performance Review in April of each year, beginning 2012.
		
	Stock Options	  	20,000 shares upon Board approval.
		
	Car Allowance	  	$1,200.00 monthly.
		
	Performance Compensation	  	You will be eligible to participate in the 2011 Performance Compensation Plan payable in February 2012. 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.
		
	Change of Control	  	Two year Change of Control
		
	Start Date	  	December 10, 2010 or thereabout.

 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. 
  








  
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Richard C. Thomas 
 November 24, 2010

  

 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 2011. 
 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, 2011. 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.









  
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Richard C. Thomas 
 November 24, 2010

  

 Please feel free to call me if you should have any questions or require additional information. This offer
will expire seven (7) 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