Employment Agreement between Lynn Matsuda and Placer Sierra Bank



  
 EXHIBIT 10.19

  
 EMPLOYMENT AGREEMENT 
  
 THIS AGREEMENT (the “Agreement”) is made and entered into as
of October 15, 2003 (the “Effective Date”) by and between PLACER SIERRA BANK, a California banking corporation (“Bank”) and LYNN MATSUDA (“Employee”) (collectively sometimes referred to as the “Parties”):

  
 WHEREAS, the Parties desire to enter into an agreement
for the purpose of retaining Employee’s services as Executive Vice-President and Operations Director; 
  
 NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: 
  
 1. Employment and Duties. Employee is hereby employed by Bank as Executive Vice-President and Operations Director of Bank. Employee shall be
responsible for performing such duties as are customarily and ordinarily performed by an executive vice-president and operations director of a bank, including the duties described on Exhibit “A” hereto. Employee will also perform such
duties as she may, from time to time, be called upon to assist companies affiliated with Bank, and such other attendant duties as she may, from time to time, be reasonably requested to perform by the Board of Directors of Bank (the
“Board”). 
  
 2. Extent of Services.

  
 (a) Exclusive Employment.
Employee shall devote her full time, ability and attention to the business of Bank and its parent companies, subsidiaries, divisions and affiliates, during the Employment Term, and shall neither directly nor indirectly render any services of a
business, commercial or professional nature to any other person, firm, corporation or organization for compensation without the prior written consent of the Board. 
  
 (b) Employee Investment Activities. Nothing contained herein shall be construed as preventing
Employee from (i) investing her personal assets in businesses which do not compete with Bank in such form or manner as will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments
are made and in which her participation is solely that of an investor, (ii) purchasing securities in any corporation whose securities are regularly traded provided that such purchase shall not result in Employee collectively owning beneficially at
any time five percent or more of the equity securities of any corporation engaged in a business competitive to that of Bank, and (iii) participating in conferences, preparing or publishing papers or books or teaching so long as Bank approves of such
activities prior to Employee’s engaging in them. 
  
 3.
Term of Employment. Subject to prior termination of this Agreement as hereinafter provided in section 5, Bank hereby employs Employee, and Employee hereby accepts employment with Bank, for a period of three (3) years beginning on the
Effective Date and ending on the third anniversary of the Effective Date (the “Employment Term”). 
  









 4. Compensation and Benefits. In consideration of Employee’s services to Bank during
the Employment Term, Bank agrees to compensate Employee, subject to such limitations as may exist under any federal or state banking law or regulation, as follows: 
  
 (a) Base Compensation. Bank shall pay or cause to be paid to Employee a base compensation of
$150,000 per year for the first twelve (12) months of the Employment Term (hereinafter the “Base Salary”), less payroll taxes and withholding required by federal, state or local law and any additional withholding to which Employee agrees
in writing. Said Base Salary shall be payable in semi-monthly installments in accordance with Bank’s normal payroll procedures. The Board shall review the Base Salary not less than sixty (60) days prior to the first and each subsequent
anniversary date of the Effective Date and shall determine, in its sole, absolute and unreviewable discretion, whether to increase the Base Salary for the subsequent twelve (12) months of the Employment Term. Any increase in Base Salary so
determined by the Board shall become effective as of such anniversary date. The Base Salary shall be prorated for any partial year in which this Agreement is in effect. 
  
 (b) Executive Incentive Bonus. In addition, commencing the 2004 calendar year, Employee shall
be eligible to participate in the Bank’s Executive Incentive Plan, in accordance with the terms and conditions of said plan, as the Bank, in its sole and absolute discretion, may establish from time to time. Employee will not be eligible to
participate in said plan with respect to the 2003 calendar year. 
  
 (c) Signing Bonus. Bank will pay to Employee a signing bonus of $15,000.00, which bonus shall be payable on the first regular payday after Employee commences employment. This signing bonus shall be in
lieu of Employee’s participation in the Bank’s Executive Incentive Plan for the 2003 calendar year. Employee shall be obligated to repay the full amount of this bonus if Employee voluntarily terminates her employment within one year of the
start date of this Agreement. 
  
 (d)
Deferred Compensation. In the event the Bank should establish a deferred compensation plan, Employee shall be eligible to participate in said plan, in accordance with the terms and conditions of said plan, as the Bank, in its sole and
absolute discretion, may establish from time to time. 
  
 (e) General Expenses. Bank shall, upon submission and approval of written statements and bills in accordance with the then regular procedures of Bank, reimburse Employee for any and all reasonable necessary, customary and
usual expenses incurred by her while traveling for or on behalf of Bank, and any and all other necessary, customary or usual expenses (including entertainment) incurred by Employee for or on behalf of Bank in the normal course of business, as
determined to be appropriate by Bank. 
  
 (f)
Health, Life and Disability Insurance. Bank shall provide for Employee’s participation, at Bank’s expense, in group medical, dental, vision, life and disability insurance benefits equivalent to the maximum benefits available
under the group insurance programs maintained by Bank for its employees. Employee shall have the right, in Employee’s discretion, to designate the beneficiary or beneficiaries of any such insurance. Bank reserves the right to modify and amend
such benefits from time to time. Bank agrees to reimburse Employee for COBRA premiums stemming from previous employment to a maximum of 90 days. As provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)
respecting continuation of any insurance coverage, Employee shall, upon a loss of any such coverage for herself under Bank’s health, dental, and/or vision plans (if any) resulting from (1) 

  

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termination of Employee’s employment (for any reason other than for gross misconduct) or (2) a reduction in her hours, be entitled to exercise her COBRA
rights. Employee shall pay all premiums for any such continuation coverage(s) elected by Employee. 
  
 (g) Automobile Allowance. During the Employment Term, Employee shall be entitled to an automobile allowance in the amount of
$900 per month (less payroll taxes and withholding required by federal, state or local law). In addition, Bank shall pay the amounts charged by Employee for fuel for business related travel on a credit card provided by Bank to Employee. Except for
this automobile allowance and payment of fuel charges, Bank shall not be obligated to pay any other expenditure with respect to the ownership or operation of Employee’s automobile, and Employee will be responsible for all out-of-pocket
automobile expenses, including, but not limited to, registration, insurance, repairs, and maintenance. Employee shall procure and maintain an automobile liability insurance policy on the automobile, with coverage including Employee for at least
$100,000 for bodily injury or death to any one person, $300,000 for bodily injury or death in any one accident, and $50,000 for property damage in any one accident. The Bank shall be named as an additional insured and Employee shall provide Bank
with copies of policies evidencing insurance and Bank’s inclusion as an additional insured. 
  
 (h) Vacation. Employee shall be entitled to four weeks (20 days) paid vacation leave per year, which shall accrue on a daily
basis. Such vacation leave shall be taken at such time or times as are mutually agreed upon by Employee and the Board and in accordance with Bank’s vacation leave policy, provided, that at least two (2) weeks of such vacation shall be taken
consecutively. Employee acknowledges that the requirement of two (2) consecutive weeks of vacation is required by sound banking practice. For each calendar year, the Board shall decide, in its discretion, either (1) to pay Employee for any unused
vacation time for such calendar year or (2) to carry over any unused vacation time for such calendar year to the next calendar year, provided, however, that Employee shall not accrue additional vacation time at any time that the Employee has accrued
any unused vacation time of seven (7) weeks. 
  
 (i) Stock Options. As an inducement to Employee to execute this Agreement and become an employee of Bank, Bank shall use its best efforts to cause First California Bancshares to grant to Employee the option to purchase 25,000
shares of First California Bancshares common stock. The terms and conditions of such grant shall be governed by the terms and conditions of the First California Bancshares 2002 Stock Option Plan and the stock option agreement thereunder to be
entered into between Employee and Bank. 
  
 (j) Other Benefits. Employee shall be entitled to participate during the Employment Term in all employee benefit, welfare and other plans, practices, policies and programs generally applicable to similarly situated employees
of Bank as are in effect from time to time, in accordance with the applicable terms and conditions thereof. Bank reserves the right to modify and amend such benefits, plans, practices, policies and programs from time to time. 
  

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 5. Termination of Agreement. This Agreement may be terminated with or without cause during
the Employment Term in accordance with this section 5. 
  
 (a) Termination for Good Reason. Employee may terminate this Agreement for “Good Reason”. “Good Reason” shall mean the occurrence (without Employee’s express written consent) of any one of the
following acts by Bank or its successor: 
  
 (i) The assignment to Employee of duties inconsistent with Employee’s status as Executive Vice-President and Operations Director or a substantial adverse alteration in the nature or stature of Employee’s responsibilities
from those described herein, which is not cured by Bank within seven (7) business days after Employee delivers written notice to Bank of such assignment or alteration; 
  
 (ii) A reduction by Bank of Employee’s then current Base Salary; 
  
 (iii) Any material breach by Bank of any provisions
of this Agreement, which breach is not cured by Bank within seven (7) business days after Employee delivers written notice of such breach to Bank. 
  
 In the event that Employee terminates this Agreement for Good Reason, Employee shall be eligible to receive a single sum severance payment equal to twelve
(12) months of her then current Base Salary, as defined in section 4(a), plus any incentive bonus prorated, if necessary, for a partial year of employment (less payroll taxes and withholding required by any federal, state or local law, any
additional withholding to which Employee has agreed, and any outstanding obligations owed by the Employee to Bank), provided that the Bank shall be obligated to pay Employee’s incentive bonus under the Bank’s Executive Incentive
Compensation Plan at the same time as it makes payment of any other incentive bonuses paid to other officers of the Bank under such plan and shall not be obligated to make such payment to Employee at any earlier time. No portion of such severance
pay shall be payable until eight days after delivery to Bank of a duly executed release in the form of Exhibit “B” hereto (“Release”). Employee shall not deliver the executed Release to Bank prior to the date her employment with
Bank terminates. 
  
 Such severance pay shall constitute
liquidated damages in lieu of any and all claims by Employee against Bank and each of its parent companies, shareholders, subsidiaries, divisions and affiliates, and each of their respective directors, partners, officers, employees and agents,
arising out of this Agreement or out of the employment relationship or termination of the employment relationship between Employee and Bank, and shall be in full and complete satisfaction of any and all rights which Employee may enjoy hereunder, and
is expressly conditioned upon receipt by Bank of an executed, unconditional Release from Employee in the form of Exhibit “B”. 
  
 In the event that Employee terminates this Agreement for Good Reason, Employee also shall be entitled to receive (i) those benefits, if any, that have
vested by operation of state or federal law or under any written term of a plan (“Vested Benefits”), and (ii) health care coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA Rights”). 
  

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 (b) Termination Upon Change in Control. “Change in Control” shall
mean the occurrence of any of the following events: 
  
 (i) The consummation of a plan of dissolution or liquidation of Bank; 
  
 (ii) The consummation of a plan of reorganization, merger or consolidation involving Bank, except for a reorganization, merger or
consolidation where (A) the shareholders of Bank immediately prior to such reorganization, merger or consolidation own directly or indirectly more than 50% of the combined voting power of the outstanding voting securities of the corporation
resulting from such reorganization, merger or consolidation (the “Surviving Corporation”) and the individuals who were members of the Board immediately prior to the execution of the agreement providing for such reorganization, merger or
consolidation constitute at least 50% of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owning a majority of the voting securities of the Surviving Corporation, or (B) Bank is
reorganized, merged or consolidated with a corporation in which any shareholder owning at least 50% of the combined voting power of the outstanding voting securities of Bank immediately prior to such reorganization, merger or consolidation, owns at
least 50% of the combined voting power of the outstanding voting securities of the corporation resulting from such reorganization, merger or consolidation; 
  
 (iii) The sale of all or substantially all of the assets of Bank to another person or entity; 
  
 (iv) The acquisition of beneficial ownership of stock
representing more than fifty percent (50%) of the voting power of Bank then outstanding by another person or entity. 
  
 In the event of a Change in Control and, during the twelve month period following such Change in Control, Employee terminates employment with Bank
(pursuant to section 5(e) below) following a reduction in the Employee’s duties or title, Employee shall be eligible to receive a single sum severance payment equal to twelve (12) months of her then current Base Salary, as defined in section
4(a), plus any incentive bonus prorated, if necessary, for a partial year of employment (less payroll taxes and withholding required by any federal, state or local law, any additional withholding to which Employee has agreed, and any outstanding
obligations owed by the Employee to Bank), provided that the Bank shall be obligated to pay Employee’s incentive bonus under the Bank’s Executive Incentive Compensation Plan at the same time as it makes payment of any other incentive
bonuses paid to other officers of the Bank under such plan and shall not be obligated to make such payment to Employee at any earlier time. No portion of such severance pay shall be payable until eight days after delivery to Bank of a duly executed
Release in the form of Exhibit “B” hereto. 
  
 Such
severance pay shall constitute liquidated damages in lieu of any and all claims by Employee against Bank and each of its parent companies, shareholders, subsidiaries, divisions and affiliates, and each of their respective directors, partners,
officers, employees and agents, arising out of this Agreement or out of the employment relationship or termination of the employment relationship between Employee and Bank, and shall be in full and complete satisfaction of any and all rights which
Employee may enjoy hereunder, and is expressly conditioned upon receipt by Bank of an executed, unconditional Release from Employee in the form of Exhibit “B”. 
  

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 Notwithstanding anything to the contrary provided herein, in the event the amounts payable to Employee in
the event of a Change in Control would, if they included such termination payments to be made pursuant to this section 5(b), constitute Excess Parachute Payments for purposes of Sections 280G(b) and 4999 of the Internal Revenue Code of 1986, as
amended, (“IRC”) or any successor statute) (after application of IRC section 280G(b)(4)), the amount payable under this section 5(b) shall be reduced by the amount necessary to cause Employee to receive no Excess Parachute Payments.

  
 In the event that Employee is terminated pursuant to this
section 5(b), Employee shall be entitled to receive Vested Benefits, as defined hereinabove, and COBRA rights, as defined hereinabove. 
  
 (c) Early Termination by Bank Without Cause. This Agreement and Employee’s employment may be terminated by Bank without
cause, for any reason whatsoever or for no reason at all, in the sole, absolute and unreviewable discretion of Bank, upon written notice by Bank to Employee. 
  
 In the event that Employee is terminated by Bank without cause, Employee shall be eligible to receive a single sum severance payment equal to twelve (12)
months of her then current Base Salary, as defined in section 4(a), plus any incentive bonus prorated, if necessary, for a partial year of employment (less payroll taxes and withholding required by any federal, state or local law, any additional
withholding to which Employee has agreed, and any outstanding obligations owed by the Employee to Bank), provided that the Bank shall be obligated to pay Employee’s incentive bonus under the Bank’s 2003 Executive Incentive Compensation
Plan at the same time as it makes payment of any other incentive bonuses paid to other officers of the Bank under such plan and shall not be obligated to make such payment to Employee at any earlier time. No portion of such severance pay shall be
payable until eight days after delivery to Bank of a duly executed Release in the form of Exhibit “B” hereto. 
  
 Such severance pay shall constitute liquidated damages in lieu of any and all claims by Employee against Bank and each of its parent companies,
shareholders, subsidiaries, divisions and affiliates, and each of their respective directors, partners, officers, employees and agents, arising out of this Agreement or out of the employment relationship or termination of the employment relationship
between Employee and Bank, and shall be in full and complete satisfaction of any and all rights which Employee may enjoy hereunder, and is expressly conditioned upon receipt by Bank of an executed, unconditional Release from Employee in the form of
Exhibit “B”. 
  
 In the event that Employee is
terminated pursuant to this section 5(c), Employee shall also be entitled to receive Vested Benefits, as defined hereinabove, and COBRA rights, as defined hereinabove. 
  
 (d) Early Termination by Bank for Cause. This Agreement and Employee’s employment may be
terminated for cause by Bank upon written notice to Employee, and Employee shall not be entitled to receive Base Salary or any other compensation or other benefits for any period after termination for cause. Employee understands and agrees that her
satisfactory performance of this Agreement requires conformance with reasonable standards of 

  

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diligence, competence, skill, judgment and efficiency of a person holding a position that is analogous to the position of executive vice-president and
operations director of a bank similar to Bank, and as prescribed by California and federal banking laws and regulations, and that failure to conform to such standards is cause for termination of this Agreement by Bank. Termination for cause pursuant
to this section 5(d) shall include, but is not be limited to, the following: 
  
 (i) Any act of material dishonesty; 
  
 (ii) Any material breach of this Agreement; 
  
 (iii) Any breach of a fiduciary duty (involving personal profit); 
  
 (iv) Any habitual neglect of, or habitual negligence in carrying out, those duties contemplated under
Sections 1 and 2 of this Agreement; 
  
 (v) Any willful violation of any law, rule or regulation, which, by virtue of bank regulatory restrictions imposed as a result thereof, would have a material adverse effect on the business or financial prospects of Bank; 

 
 (vi) Any conviction of any felony which may be
reasonably interpreted to be harmful to the Bank’s reputation; 
  
 (vii) Any failure by Employee to qualify at any time during the Employment Term for any fidelity bond as described in section 7 of this Agreement; 
  
 (viii) The requirement to comply with any final cease-and-desist order or written agreement with any
applicable state or federal bank regulatory authority which requests or orders Employee’s dismissal or limits Employee’s employment duties; 
  
 (ix) Any conduct which constitutes unfair competition with the Bank or any parent company, shareholder, subsidiary, division or
affiliate; or 
  
 (x) The inducement of
any client, customer, agent or employee to break any contract or terminate the agency or employment relationship with the Bank or any parent company, shareholder, subsidiary, division or affiliate. 
  
 Termination for cause by Bank shall not constitute a waiver of any remedies
that may otherwise be available to Bank under law, equity, or this Agreement. 
  
 In the event that Employee is terminated pursuant to this section 5(d), Employee shall be entitled to receive Vested Benefits, as defined hereinabove, and COBRA rights, as defined hereinabove. 
  
 (e) Early Termination by Employee. Employee
(for other than Good Reason as defined in section 5(a)) may terminate this Agreement upon 90 days’ written notice to Bank. Employee shall continue to perform her duties under this Agreement until the end of such 90 day period, provided however,
that Bank may, at its option, immediately terminate this Agreement, upon notice to Employee, and in the event that Bank so elects to terminate this Agreement, Bank 

  

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shall continue to pay Employee her normal compensation through the end of such 90 day period. Thereafter, Employee shall not be entitled to receive
compensation or other benefits under this Agreement, provided, however, that Employee shall be entitled to receive Vested Benefits, as defined hereinabove, and COBRA rights, as defined hereinabove. 
  
 (f) Early Termination Upon Disability. This
Agreement and all benefits hereunder shall terminate if Employee is not able, as a result of an illness or other physical or mental disability, to perform the essential functions of her position as required by this Agreement for a period of ninety
(90) consecutive days or in excess of one hundred eighty (180) days in any one (1) year period, notwithstanding reasonable accommodation by Bank to Employee’s known physical or mental disability, solely in accordance with, and to the extent
required by, the Americans with Disabilities Act, 29 U.S.C. Sections 12101-213 or any other state or local law governing the employment of disabled persons (the “ADA”) provided such accommodation would not impose an undue hardship on the
operation of Bank’s business or a direct threat to the Employee or others pursuant to the ADA. In the event of termination of this Agreement by Bank pursuant to this section 5(f): 
  
 (i) Employee shall be entitled to disability benefits provided by the disability insurance coverage
identified in section 5(f) of this Agreement; and 
  
 (ii) All other benefits provided for under this Agreement shall cease as of the date of termination (except insofar as the group insurance benefits provided under section 5(f) may be continued or convertible by Employee as provided
under COBRA or other laws applicable at the time of termination). 
  
 (iii) Employee shall also be entitled to receive Vested Benefits, as defined hereinabove. 
  
 For purposes of this Agreement, physical or mental disability shall mean the inability of Employee to fully perform under this Agreement for a continuous
period of ninety (90) days, as determined in the case of physical disability by a physician, or in the case of mental disability by a psychiatrist, both of whom must be licensed to practice medicine in California and are to be selected with the
approval of Bank and Employee. Upon demand by Bank, Employee shall act promptly to select such physician or psychiatrist jointly with Bank and shall consent to undergo any reasonable examination or test. Recurrent disabilities will be treated as
separate disabilities if they result from unrelated causes or if they result from the same or related cause or causes and are separated by a continuous period of at least twelve (12) full months during which Employee was able to perform her duties
hereunder equal to at least eighty percent (80%) of her capacity prior to disability. Otherwise, recurrent disabilities will be treated as a continuation of previous disabilities for the purpose of determining the limitations established in this
Section. 
  
 (g) Death During
Employment. This Agreement and all benefits hereunder shall terminate immediately upon the death of Employee, except that Employee’s heirs or estate shall also be entitled to receive Vested Benefits, as defined hereinabove, and
Employee’s dependants may be entitled to COBRA rights, as defined hereinabove. 
  

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 6. Survival of Obligations. The provisions of Sections 5, 9, 10, 11, 12, 13, 15, 17, 24 and
27 of this Agreement shall survive Employee’s termination of employment and the termination of this Agreement. Other provisions of this Agreement shall survive any termination of Employee’s employment to the extent necessary to the
intended preservation of each Party’s respective rights and obligations. 
  
 7. Fidelity Bond. Employee agrees that she will furnish all information and take any other steps necessary to enable Bank to obtain or maintain a fidelity bond conditional on the rendering of a
true account by Employee of all moneys, goods, or other property which may come into the custody, charge or possession of Employee during the Employment Term. The surety company issuing the bond and the amount of the bond must be acceptable to Bank
and satisfy all banking laws and regulations. All premiums on the bond are to be paid by Bank. If Employee cannot qualify for a fidelity bond at any time during the term of this Agreement, Bank shall have the option to terminate this Agreement
immediately, which shall constitute a termination for cause as defined in section 5(d) hereof. 
  
 8. Compliance with Bank Policies. Employee agrees to observe and comply with the rules and regulations of Bank respecting the performance of her duties and to carry out and perform orders,
directions and policies communicated to her from time to time. Employee agrees to comply with all rules and policies contained in any applicable Employee Handbook which has been or will be issued by Bank. 
  
 9. Bank Property. All records, financial statements and
similar documents obtained, reviewed or compiled by Employee in the course of the performance by her of services for Bank, whether or not confidential information or trade secrets, shall be the exclusive property of Bank. Employee agrees to hold as
Bank’s property, all memoranda, books, papers, letters, formulas and other data, and all copies thereof and therefrom, in any way relating to Bank’s business and affairs, whether made by her or otherwise coming into her possession, and on
termination of her employment, or on demand of Bank, at any time to deliver the same to Bank. Employee shall have no rights in such documents upon any termination of her employment. 
  
 10. Proprietary Information. 
  
 (a) Employee recognizes and acknowledges that Bank
and its parent companies, shareholders, subsidiaries, divisions and affiliates possess trade secrets and other confidential and/or proprietary information concerning their respective business affairs and methods of operation which constitute
valuable, confidential, and unique assets of the business of Bank and its parent companies, shareholders, subsidiaries, divisions and affiliates (“Proprietary Information”), which Bank and its parent companies, shareholders, subsidiaries,
divisions and affiliates have developed through a substantial expenditure of time and money and which are and will continue to be utilized in the business of Bank and its parent companies, shareholders, subsidiaries, divisions and affiliates and
which are not generally known in the trade. As used herein, Propriety Information includes the following: 
  
 (i) Customer lists, including information regarding the identity of clients and client contacts, client accounts, the business
needs and preferences of clients, and information regarding business and contractual arrangements with clients. As used herein, 

  

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“Customer List” is not limited to physical writing or compilations, and includes information which is contained in or reproduced from the memory of
any employee. 
  
 (ii) Business plans,
objectives and strategies, and marketing plans and information; 
  
 (iii) Financial information, sales information and pricing information, including information regarding vendors, suppliers and others doing business with Bank, or any parent company, shareholder, subsidiary,
division or affiliate thereof; 
  
 (iv)
Personal identities and information regarding skills and compensation of the personnel of Bank, or any parent company, shareholder, subsidiary, division or affiliate thereof; 
  
 (v) Bank manuals and handbooks, computer programs and data; 
  
 (vi) Any other confidential information which gives
Bank, or any parent company, shareholder, subsidiary, division or affiliate thereof, an opportunity to claim a competitive advantage or has economic value. 
  
 (b) During her employment with Bank, Employee will not use, copy, transmit or otherwise disclose Bank’s Proprietary
Information for any purpose other than for the benefit of Bank, and Employee will make all reasonable efforts to protect the confidential nature of such information. Employee will not disclose Bank’s Proprietary Information to anyone not
entitled to such disclosure without the advance written permission of the Chairman of the Board. 
  
 (c) Upon termination of her employment, Employee will immediately deliver to Bank all of Bank’s Proprietary Information.
Employee will not retain any copies of Bank’s Proprietary Information after termination of her employment without the express written consent of the Chairman of the Board. 
  
 (d) After termination of her employment, Employee will not use Bank’s Proprietary Information
for any purpose, or disclose or communicate the same to any person, firm or corporation for any purpose. 
  
 (e) In the event Employee should receive, during the Employment Term, or thereafter, any subpoena, search warrant or other court
process requiring Employee to produce any documents containing Proprietary Information as defined herein, Employee shall immediately provide a copy of such request to Bank. 
  
 (f) Notwithstanding anything in this Agreement to the contrary, information (i) already in the public
domain; (ii) independently developed by the Employee; (iii) obtained from a source not subject to a confidentiality obligation to Bank or a third party; or (iv) that becomes public knowledge (other than by acts of the Employee in violation of this
Agreement), shall not be deemed to be Proprietary Information as described in this section 10. 
  
 11. Non-Solicitation. During her employment with Bank, and for a period of one year immediately following her employment with Bank, Employee shall not, directly or indirectly, 

  

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solicit or attempt to solicit any employee of Bank, or of any parent company, shareholder, subsidiary, division or affiliate thereof, to terminate her
employment with said company, or to work for any other business, person or company. 
  
 12. Equitable Relief. Employee acknowledges that any breach or threatened breach by her of the provisions of Sections 9, 10 and 11 of this Agreement will result in immediate and irreparable harm
to Bank, for which there will be no adequate remedy at law, and that Bank will be entitled (subject to section 27) to equitable relief to restrain Employee from violating the terms of these sections, or to compel Employee to cease and desist all
unauthorized use and disclosure of the Confidential Information, without posting bond or other security. Nothing in this section shall be construed as prohibiting Bank from pursuing any other remedies available to it for such breach or threatened
breach, including recovery of damages from Employee. 
  
 13. Property of Others. Employee represents that her performance under this Agreement does not and will not breach any agreement to keep in confidence confidential information or trade secrets, if any, acquired by
Employee in confidence prior to this Agreement. There are no agreements, written or oral, conveying rights in any research conducted by Employee. Employee represents, as part of the consideration for entering into this Agreement, that she has not
brought and will not bring to Bank or use in the performance of her responsibilities at Bank any equipment, supplies, facility or trade secret information of any current or former employer or organization with which she provided services which are
not generally available to the public, unless she has obtained written authorization for their possession and use. 
  
 14. Non-Competition by Employee. Employee shall not, during her employment with Bank, directly or indirectly, either as an employee,
employer, consultant, agent, principal, partner, shareholder, corporate officer, director, or in any other individual or representative capacity, work for, or engage or participate in the business of, any competing company, bank, bank holding
company or financial holding company or financial institution or financial services business without the prior written consent of the Board. 
  
 15. Indemnification. Bank shall indemnify Employee, to the maximum extent permitted under the Bylaws of Bank and governing laws and
regulations, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Employee in connection with any threatened or pending action, suit or proceeding to which Employee is
made a party by reason of her position as an officer or agent of Bank or by reason of her service at the request of Bank, if Employee acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of Bank. If
available at rates determined by Bank, in its sole discretion, to be reasonable, Bank shall endeavor to apply for and obtain Directors’ and Officers’ Liability Insurance to indemnify and insure Bank and Employee from such liability or
loss. Employee shall indemnify Bank from and against all costs, expenses (including attorney’s fees), liability and damages arising out of any act of misconduct, other than actions taken in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of Bank, by Employee during the term of this Agreement. 
  
 Notwithstanding the foregoing, in any administrative proceeding or civil action initiated by any federal banking agency, Bank may only reimburse,
indemnify or hold harmless Employee 

  

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if Bank is in compliance with any applicable statute, rule, regulation or policy of the Federal Deposit Insurance Corporation, Office of the Comptroller of
the Currency, Board of Governors of the Federal Reserve System, or the California Department of Financial Institutions regarding permissible indemnification payments. 
  
 16. Breach. Breach by either Party of any of its respective obligations under Sections 1, 2, 4, 8, 9,
10, 11, 12, 13 and 14 of this Agreement shall be deemed a material breach of that Party’s obligations hereunder, provided, however, that no breach of a monetary obligation shall be deemed a material breach until the Party allegedly in breach
has failed to cure said breach within seven (7) business days after the aggrieved Party delivers written notice of such breach to the other Party. 
  
 17. Survival of Agreement in Event of Merger. This Agreement shall not be terminated by any merger in which Bank is not the surviving or
resulting corporation, or on any transfer of all or substantially all of Bank’s assets. In the event of any such merger or transfer of assets, the provisions of this Agreement shall be binding on and inure to the benefit of the surviving
business entity or the business entity to which such assets shall be transferred. This section shall not serve to diminish Employee’s rights pursuant to section 5(b) above. 
  
 18. Tax Consequences. Employee is urged to review with her own tax advisors the federal and state tax
consequences of the transactions contemplated by this Agreement. Employee is relying solely on such advisors (if any) and not on any statements or representations of Bank or any of its agents. 
  
 19. Withholding. All payments provided for hereunder
shall be reduced by payroll taxes and withholding required by any federal, state or local law, and any additional withholding to which Employee has agreed in writing. 
  
 20. Notices. Any notices to be given hereunder by either Party to the other may be effected in writing either
by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices to Bank shall be given to Bank at its then current principal office, c/o Chairman of the Board of Directors. Notices to Employee shall
be sent to Employee’s last known personal residence. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) calendar days after mailing. 
  
 21. Entire Agreement. The Parties expressly agree that
this document constitutes the entire agreement between the Parties with respect to the employment of Employee (excluding only stock option agreements) and contains all of the covenants and agreements between the Parties with respect to such
employment. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be valid and binding. 
  
 22. Amendment. This Agreement may be changed or modified, or any provisions hereof waived, only by a writing signed by the Party against
whom enforcement of any waiver, change or modification is sought. 
  

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 23. Severability. In the event that any term or condition contained in this Agreement
shall, for any reason, be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or non-enforceability shall not affect any other term or condition of this Agreement, but this
Agreement shall be construed as if such invalid or illegal or unenforceable term or condition had never been contained herein. 
  
 24. Choice of Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of
California, except to the extent preempted by the laws of the United States. Any action or proceeding brought upon, or arising out of, this Agreement or its termination shall be brought in a forum located within the State of California, and Bank and
Employee hereby agree to be subject to service of process in California. 
  
 25. Waiver. The Parties hereto shall not be deemed to have waived any of their respective rights under this Agreement unless the waiver is in writing and signed by such waiving Party. No delay in
exercising any rights shall be a waiver nor shall a waiver on one occasion operate as a waiver of such right on a future occasion. 
  
 26. Interpretation. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or
against any of the Parties hereto. Captions and section headings used herein are for convenience and ready reference only and shall not be used in the construction or interpretation thereof. 
  
 27. Arbitration. In the event of any dispute, claim or
controversy between the Employee and Bank (or any of Bank’s parent companies, shareholders, subsidiaries, divisions and/or affiliates and/or any of its or their respective officers, partners, directors, members, managers, employees, agents or
employees) arising out of this Agreement or the Employee’s employment with Bank, Employee and Bank agree to submit such dispute, claim or controversy to final and binding arbitration before the American Arbitration Association (“AAA”)
in accordance with the AAA National Rules for the Resolution of Employment Disputes. The claims governed by this arbitration provision include, but are not limited to, claims for breach of contract, civil torts and employment discrimination such as
violation of the Fair Employment and Housing Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act and other employment laws. 
  
 (a) The arbitration shall be conducted by a single
arbitrator selected either by mutual agreement of the Employee and Bank or, if they cannot agree, from an odd-numbered list of experienced employment law arbitrators provided by the American Arbitration Association. Each Party shall strike one
arbitrator from the list alternately until only one arbitrator remains. 
  
 (b) Each Party shall have the right to conduct reasonable discovery, as determined by the arbitrator. 
  
 (c) The arbitrator shall have all powers conferred by law and a judgment may be entered on the award by a court of law having
jurisdiction. The arbitrator shall render a written arbitration award that contains the essential findings and conclusions on which the award is based. The award and judgment shall be binding and final on both Parties. 
  

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 (d) Bank will pay the arbitrator’s fees and costs as well as any AAA
administrative fees. The Parties shall each pay the fees of their own attorneys and the expenses of their own witnesses. 
  
 (e) This agreement to arbitrate shall continue during Employment Term and thereafter regarding any employment-related disputes.

  
 (f) The Employee and Bank understand
that by signing this Agreement, they give up their right to a civil trial and their right to a trial by jury. 
  
 IN WITNESS WHEREOF, this Agreement is entered into as of the Effective Date. 
  

							
	 “BANK”
 PLACER SIERRA
BANK
	 	 	 	 “EMPLOYEE”
 LYNN
MATSUDA

				
	By:	 	/s/    RENÉE ARTERY        	 	 	 	/s/    LYNN MATSUDA        
	 	 	
	 	 	 	

	 	 	RENÉE ARTERY	 	 	 	LYNN MATSUDA
	 Title:
	 	EVP, HR DIRECTOR	 	 	 	 

  

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 EXHIBIT A 
  

Placer Sierra Bank 
 Job
Description 
  

			
	Job Title:	  	Director of Operations
	Division:	  	Corporate
	Department:	  	Corporate Administration
	Reports To:	  	Chief Executive Officer/President
	Salary Level:	  	$6,000.00 - $8,600.00 Monthly
	Prepared By:	  	Human Resources
	Prepared Date:	  	01/01/2002
	Approved By:	  	Human Resources
	Approved Date:	  	01/01/2002
	FLSA Status:	  	Exempt

  
 SUMMARY 
  
 Provides direction and supervisory oversight to the operational departments of the Bank.
Manages and directs organization toward its primary technical objectives. 
  
 ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be assigned. 
  
 Ensures the development, modification, and implementation of Bank operating policies and procedures. Sets overall standards for operating efficiency. 
  
 Researches, develops, and implements new operating strategies and programs to enhance service to customers, profitability and operating
efficiency. 
  
 Provides general supervision to the organizational components of
the operations areas of the Bank. Ensures duties and responsibilities assigned the various department managers are carried out in an effective, systematic, and cost oriented manner which will assure appropriate controls and provide the required
protection of Bank assets. 
  
 Establishes current and long range technology
objectives, plans and policies subject to approval by Board of Directors. 
  
 Dispenses advice, guidance, direction and authorization to carry out major plans and procedures, consistent with established policies. 
  
 Works with product development, sales and marketing to discern competitiveness of new technologies. 
  
 Creates technology and operational budgets, allocates resources and determines schedule of product releases or project deadlines.

  

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 Plans and directs all investigations and negotiations pertaining to technical aspects of mergers, joint ventures and
acquisition of businesses with Board approval. 
  
 Establishes and maintains an
effective system of communications throughout the organization. 
  
 Analyzes new
technologies and runs competitive analyses. 
  
 SUPERVISORY RESPONSIBILITIES

  
 Manages and supervises the Banking Operations Manager, the Information
Systems/Facilities Manager, and the information Systems Operations Officer. 
  
 QUALIFICATIONS To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable
accommodations may be made to enable individuals with disabilities to perform the essential functions. 
  
 EDUCATION and/or EXPERIENCE 
  
 Bachelor’s degree (B. A.) from four-year college or university; or two to three years related experience and/or training; or equivalent combination of education and experience. Five or more years of experience in the operational arena
of a financial institution. 
  
 LANGUAGE SKILLS 
  
 Ability to read, analyze, and interpret general business periodicals, professional journals,
technical procedures, or governmental regulations. Ability to write reports, business correspondence, and procedure manuals. Ability to effectively present information and respond to questions from groups of managers, clients, customers, and the
general public. 
  
 MATHEMATICAL SKILLS 
  
 Ability to calculate figures and amounts such as discounts, interest, commissions,
proportions, percentages. 
  
 REASONING ABILITY 
  
 Ability to define problems, collect data, establish facts, and draw valid conclusions.
Ability to remain objective. Ability to interpret an extensive variety of technical instructions in mathematical or diagram form and deal with several abstract and concrete variables. 
  
 CERTIFICATES, LICENSES, REGISTRATIONS 
  
 Valid driver license. 
  
 OTHER SKILLS AND ABILITIES 
  
 Ability to
operate common office machines, and general computer capabilities. Ability to learn specific software applications. Ability to interact effectively with boards of directors, legal counsel, customers, superiors, peers, and subordinates. Excellent
interpersonal skills a must. 
  
 PHYSICAL DEMANDS The physical demand
described here are representative of those that must be met by an employee to successfully perform the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

  

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 While performing the duties of this job, the employee is regularly required to talk or hear. The employee frequently is
required to stand, walk, and sit. The employee is occasionally required to use hands to finger, handle, or feel objects, tools, or controls and reach with hands and arms. 
  
 The employee must frequently lift and/or move up to 10 pounds and occasionally lift and/or move up to 25 pounds. Specific vision abilities
required by this job include close vision, distance vision, peripheral vision, depth perception, and the ability to adjust focus. 
  
 WORK ENVIRONMENT The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of
this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. 
  
 While performing the duties of this job, the employee occasionally works near moving mechanical parts. 
  
 The noise level in the work environment is usually moderate. 
  

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 EXHIBIT B 
  

RELEASE AGREEMENT 
  
 This Release Agreement (“Release”) was given to me, LYNN MATSUDA (“Employee”), this
         day of                     , 200  , by PLACER SIERRA BANK, a
California banking corporation (“Bank”). At such time as this Release becomes effective and enforceable (i.e., the revocation period set forth below has expired), and assuming such Employee is otherwise eligible for payments under the
terms of that certain Employment Agreement between Employee and Bank dated                         , 2003 (the
“Agreement”), Bank agrees to pay Employee, pursuant to the terms of the Agreement, a single sum severance payment in the amount of
$                         (less payroll taxes and withholding required by any federal, state or local law, any additional
withholding to which Employee has agreed, and any outstanding obligations owed by the Employee to Bank). Bank further agrees to pay to Employee Employee’s pro rated incentive bonus, if any, to which Employee is entitled pursuant to the terms of
Bank’s Executive Incentive Plan (less payroll taxes and withholding required by any federal, state or local law and any additional withholding to which Employee has agreed), provided that the Bank shall be obligated to pay Employee’s
incentive bonus under the Bank’s Executive Incentive Compensation Plan at the same time as it makes payment of any other incentive bonuses paid to other officers of the Bank under such plan and shall not be obligated to make such payment to
Employee at any earlier time. 
  
 Employee is also entitled to
receive (i) those benefits, if any, that have vested by operation of state or federal law or under any written term of a plan (“Vested Benefits”), and (ii) health care coverage continuation rights under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended. 
  
 In consideration of
the receipt of the promise to pay such amount, Employee hereby agrees, for herself, her heirs, executors, administrators, successors and assigns (hereinafter referred to as the “Releasors”), to fully release and discharge Bank and each of
its parent companies, shareholders, subsidiaries, divisions and affiliates, and each of their respective officers, partners, directors, members, managers, employees and agents, and each of their respective predecessors, successors, heirs and assigns
(hereinafter referred to as the “Releasees”) from any and all claims, suits, causes of action, debts, obligations, costs, losses, liabilities, damages and demands under any federal, state or local law or laws, or contract, tort or common
law, whether or not known, suspected or claimed, which the Releasors have, or hereafter may have, against the Releasees arising out of or in any way related to Employee’s employment (or other contractual relationship) with Bank and/or the
termination of that relationship. The claims released herein include claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act,
the U.S. Pregnancy Discrimination Act, the U.S. Family and Medical Leave Act, the U.S. Fair Labor Standards Act, the U.S. Equal Pay Act, The Workers Adjustment and Notification Act, the California Fair Employment and Housing Act, and the California
Labor Code. Provided, however, that this Agreement does not waive rights or claims under the Age Discrimination in Employment Act that may arise after the date this Release is executed. 
  

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 It is understood and agreed that this Release extends to all such claims and/or potential claims, and
that Employee, on behalf of the Releasors, hereby expressly waives all rights with respect to all such claims under California Civil Code section 1542, which provides as follows: 
  
 A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his settlement with the debtor. 
  
 The monies to be paid to the Employee in this Release are in addition to any sums to which she would be entitled without signing this Release. 

 
 Employee acknowledges that she has read and does understand the provisions
of this Release. Employee acknowledges that she affixes her signature hereto voluntarily and without coercion, and that no promise or inducement has been made other than those set out in this Release and that she executes this Release without
reliance on any representation by any Releasee. 
  
 Employee
understands that this Release involves the relinquishment of her legal rights, and that she has the right to, and has been given the opportunity to, consult with an attorney of her choice. Employee acknowledges that she has been (and hereby is)
advised by Bank that she should consult with an attorney prior to executing this Release. 
  
 This document does not constitute, and shall not be admissible as evidence of, an admission by any Releasee as to any fact or matter. 
  
 In case any part of this Release is later deemed to be invalid, illegal or otherwise unenforceable, Employee agrees that the
legality and enforceability of the remaining provisions of this Release will not be affected in any way. 
  
 Employee acknowledges that she has been given a period of twenty-one (21) days from receipt of this Release within which to consider this Release and
decide whether or not to execute this Release. If Employee executes this Release at any time prior to the end of the 21 day period, such early execution was a knowing and voluntary waiver of Employee’s right to consider this Release for at
least 21 days, and was due to her belief that she had ample time in which to consider this Release. 
  
 Employee may, within seven (7) days of her execution and delivery of this Release, revoke this Release by a written document received by Bank on or before
the end of the seven (7) day period. The Release will not be effective until said revocation period has expired. No payments will be made hereunder if the Employee revokes this Release. 
  

							
				
	Dated:	 	  

	 	 	 	  


	 	 	 	 	 	 	LYNN MATSUDA

  

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