Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


This employment agreement (this “Agreement”) is
entered into this 23rd day of November, 2010 by and among Manhattan Bancorp
(“MB”) and Bank of Manhattan, N.A. (“the Bank”) (collectively referred to as
“the Company”) on the one hand, and Terry L. Robinson (“Employee”) on the other
hand, on the terms and conditions set forth herein.


 


1.                                       Position


 


Employee shall be the President and Chief Executive
Officer (“CEO”) of MB and the Bank. Employee’s duties under this Agreement
shall include all ordinary and reasonable duties customarily performed by the
Chief Executive Officer of a commercial banking institution in California,
subject to the powers by law vested in the Boards of Directors of MB and the
Bank. As such, Employee shall be responsible for the overall, day-to-day operation
and administration of the Company and shall assume responsibility for and
oversee the development and implementation of the policies and procedures for
the operating functions of the Company. Employee shall be appointed to the
board of directors of the Bank during the term of this Agreement and any
extensions thereof.


 


Employee’s principal responsibilities and duties as
President and CEO shall include the following:


 


(a)                                  Operating the Company, its properties and related interests
in accordance with the management philosophy and basic objectives of the Board
of Directors.


 


(b)                                 Operating the Company on a profitable basis and in
accordance with the profit goals established by the Board;


 


(c)                                  Exercising diligence with respect to the control of the
costs of operation and other expenses directly or indirectly involving
interests of the Company;


 


(d)                                 Achieving the Company’s business development objectives,
including the growth of both loans and deposits and general banking operations
of the Bank;


 


(e)                                  Directing the development and implementation of the
Company’s policies and procedures in the functional areas of credit
administration, loan and client development, finance and accounting, human
resources, and legal and regulatory compliance;


 


(f)                                    Overseeing the development and implementation of and
adherence to the Company’s annual operating budget and business plan;


 


(g)                                 Serving as the Company’s liaison officer for examination
teams from various regulatory agencies;


 


(h)                                 Overseeing the Company’s adherence to and compliance with
banking laws and regulatory reporting requirements;


 

















 


(i)                                     Overseeing human resources management compliance with labor
laws and the effectiveness of human resources management in the selection and
evaluation of personnel;


 


(j)                                     Supervising the officers and employees of the Company; and


 


(k)                                  Reviewing and approving all compensation recommendations for
officers and employees.


 


2.                                       Exclusivity


 


Employee expressly agrees as a condition to the
performance by Company of its obligations herein that, during the term hereof,
he will not, directly or indirectly, render any services of an advisory nature
or otherwise become employed by, or participate or engage in, any business
competitive with any businesses of the Company, without the prior written consent
of the Company; provided, however, that nothing herein shall prohibit Employee
from owning stock or other securities of a competitor which are relatively
insubstantial to the total outstanding stock of such competitor, and so long as
he in fact does not have the power to control or direct the management or
policies of such competitor and does not serve as a director or officer of, and
is not otherwise associated with, any competitor except as consented to by the
Company.  Nothing contained herein shall
preclude substantially passive investments by Employee during the term hereof
that may require nominal amounts of his time, energies and interest.  Employee agrees that he shall not engage in
conduct which is in contravention of the Company’s conflict of interest policy.


 


3.                                       Term


 


Employee’s employment under this Agreement shall
commence on January 1, 2011 (“the Effective Date”) and shall continue
thereafter for a period of two (2) years from the date thereof, subject,
however, to prior termination of this Agreement as hereinafter provided
(“Term”).


 


4.                                       Compensation


 


(a)                                  Salary


 


The Company shall pay Employee a base salary (“Base
Salary”) of $250,000 per annum, less appropriate withholdings, taxes and
similar deductions, payable in equal installments on those days when the
Company normally pays its employees. Not less than once each 12 months, the
Board shall review and evaluate the Base Salary of Employee based upon the
performance of Employee, market conditions for salaries to individuals
similarly employed, increases in the cost of living, and similar factors.


 


(b)                                 Bonus


 


Employee shall be eligible for consideration for an
annual bonus target of  40% of Employee’s
Base Salary based on an annual incentive plan.  
The amount of bonus compensation, if any, to be paid to Employee shall
be determined in the sole discretion of the Board based upon the performance of
Employee and the results of the Company’s operations.  Any such bonus 


 


2

















 


compensation shall be paid no later than March 15
of the calendar year following the calendar year in which Employee performs the
services for which the bonus is to be paid.


 


(c)                                  Business Expenses


 


Employee shall be entitled to reimbursement
by the Bank or MB for any ordinary and necessary business expenses incurred by
Employee in the performance of Employee’s duties in accordance with the Bank’s
and MB’s reimbursement policies in effect from time to time, provided that each
such expenditure is of a nature qualifying it as a proper deduction on the
federal and state income tax returns of the Bank and MB as a business expense
and not as deductible compensation to Employee; and Employee furnishes to the
Bank and MB adequate records and other documentary evidence required by federal
and state statutes and regulations issued by the appropriate taxing authorities
for the substantiation of such expenditures as deductible business expenses of
the Bank and MB and not as deductible compensation to Employee.


 


In order to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), (i) in
no event shall any payment under this Section 4(c) or Sections
4(d)(iii) or (iv) be made later than the end of the calendar year
next following the calendar year in which such expenses were incurred, and
Employee shall be required to have submitted substantiation for such expenses
at least 10 days before the last date for payment, (ii) the amount of such
expenses that the Company is obligated to pay in any given calendar year shall
not affect the expenses that the Company is obligated to pay in any other
calendar year, and (iii) Employee’s right to have the Company pay such
expenses may not be liquidated or exchanged for any other benefit.


 


(d)                                 Benefits


 


During the term of his employment under this
Agreement, Employee shall be entitled to receive the following benefits:


 


(i)                                     Employee shall be eligible to participate in all employee
benefit plans maintained by the Company, including (without limitation) any
disability, health, accident and other insurance programs, paid vacations, and
similar plans or programs, subject to terms and conditions of each plan
currently in effect.


 


(ii)                                  Employee is entitled to four (4) weeks of vacation per
year. Accrual and use of vacation time shall be governed by the Company’s
applicable policies and procedures.


 


(iii)                               Employee will be provided with an executive membership at
the Manhattan Country Club at the Bank’s expense.  The Bank shall pay or reimburse Employee for
all dues associated with such membership and reimburse Employee for all
business expenses incurred at the Club in accordance with the Bank’s
reimbursement policies.


 


(iv)                              The Company will provide Employee with a relocation
reimbursement payment of up to $30,000 to reimburse Employee for any reasonable
relocation-related expenses that Employee incurs in relocating to the Manhattan
Beach area, such as any 


 


3

















 


temporary
living allowance, the reasonable cost of moving Employee’s personal effects and
furniture, the cost incurred in terminating any current lease arrangement
Employee has in Orange County, and similar costs.  Employee shall provide appropriate
documentation to support the costs incurred prior to the Company’s reimbursement
of such costs.  The Company’s provision
of this reimbursement payment is contingent on Employee completing his
relocation to the Manhattan Beach area within six (6) months of the
effective date of this Agreement.


 


(e)                                  Stock Options


 


Concurrent with the execution of this Agreement,
Employee shall be granted options pursuant to the Manhattan Bancorp 2010 Equity
Incentive Plan (the “Plan”) to purchase an aggregate of eighty thousand
(80,000) shares of the common stock of MB (the “Common Stock”).  Such options shall be granted with an
exercise price equal to the greater of the tangible book value per share of the
Common Stock and the fair market value of the Common Stock on the date of the
grant of such options.  Such options
shall be reflected by two separate option awards, each of which shall have a
term of ten (10) years from the date of the grant of such option.  The first option award, representing options
to purchase an aggregate of forty thousand (40,000) shares of Common Stock,
shall vest in three installments of 33.33% per year over a period of three
(3) years, with the first such installment to vest one year from the date
of grant, and with subsequent installments vesting two and three years
thereafter.  The second option award,
representing options to purchase an aggregate of forty thousand (40,000) shares
of Common Stock, shall vest (a) over a period of three years and (b) following
achievement of such performance vesting benchmarks to be determined by the
Board in its reasonable discretion, in consultation with Employee.


 


5.                                       Disability and Death


 


(a)                                  If Employee suffers a physical or psychological condition
which renders him incapable of performing the essential functions of his job
with or without a reasonable accommodation prior to the termination of this
Agreement, then, to the extent permitted by law, the Company shall have the
right upon ten days written notice to terminate this Agreement and Employee’s
employment hereunder.


 


(b)                                 Immediately following the date on which the Company
terminates Employee’s employment pursuant to Section 5(a) of this
Agreement, or earlier if required by law, the Company shall pay to Employee all
incurred but unreimbursed business expenses, accrued but unpaid salary, awarded
but unpaid bonus, and accrued but unused vacation time, such salary and
vacation time to accrue until the last day of the month in which Employee’s
last working day occurred.  Thereafter,
the Company’s obligations shall terminate. 
Employee shall not be eligible to receive any separation pay if terminated
pursuant to Section 5(a), but Employee shall continue to be eligible to
receive benefits under the disability plans, if any, that the Company maintains
as of the date of termination, provided that Employee satisfies the
requirements of such plans, if any.


 


(c)                                  If Employee dies before receipt of the entire amount
specified in Section 5(b), then unpaid amounts shall be paid to Employee’s
estate.


 


4

















 


(d)                                 In the event of Employee’s death during the Term of this
Agreement, this Agreement shall terminate. Immediately after the date of death,
the Company shall pay to Employee’s estate all incurred but unreimbursed
business expenses, accrued but unpaid salary, awarded but unpaid bonus, and
accrued but unused vacation time, with such salary and vacation to accrue until
the last day of the month in which Employee’s last working day occurred.  No separation pay shall be paid if
termination occurs pursuant to this Section.


 


6.                                       Termination for Cause and Without Cause


 


(a)                                  The Bank or MB may terminate this Agreement at any time by
action of its Board for cause (“Cause”).  For purposes of this Agreement, termination
for “Cause” shall mean termination because of Employee’s personal dishonesty,
incompetence, willful misconduct, any breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful
violation of any law, rule or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order or material breach of any
provision of this Agreement.  For
purposes of this Agreement, no act, or the failure to act, on Employee’s part
shall be considered “willful” unless done, or omitted to be done, not in good
faith and without reasonable belief that the action or omission was in the best
interests of the Bank or MB.  If Employee
shall have not relocated to the Manhattan Beach area on or before July 1,
2011, which is six months after the Effective Date, any termination of this
Agreement by the Bank or MB from and after July 1, 2011 and until the date
that Employee shall have relocated to the Manhattan Beach area shall be deemed
a termination for Cause.  Termination
under this Section shall not prejudice any remedy that the Bank or MB may
have at law, in equity, or under this Agreement.


 


In the event Employee is terminated for Cause,
Employee shall be entitled to receive his Base Salary through the effective
date of the termination, any incurred but unreimbursed business expenses, and
any accrued but unused vacation time as of the date of termination. Employee
shall not be entitled to any other compensation.  Employee shall not be eligible to receive any
separation pay if terminated for Cause.


 


(b)                                 During the Term, this Agreement may be terminated
immediately without Cause and at will by the Company upon written notice, or by
resignation by the Employee for Good Reason. For purposes of this provision,
“Good Reason” shall mean: (i) the assignment to Employee of material
duties of a substantially lesser responsibility than those described in Section 1
hereof, (ii) a material diminution in the authority or responsibilities of
Employee or requirement that Employee report to anyone other than the Board of
Directors of MB or the Bank, or (iii) a material reduction in the Employee’s
Base Salary.


 


(i)                                     Employee shall be required to provide the Company with
written notice detailing with specificity the reasons that Employee believes
that he has Good Reason to terminate the Agreement no later than 90 days after
the initial existence of such reasons. 
Upon receipt by the Company of such notice by Employee, the Company
shall have the right to revoke any changes identified by Employee within 30
days of said notification, in which case no Good Reason shall be deemed to
exist.


 


5

















 


(ii)                                  If Employee’s employment is terminated without Cause by the
Company under this Section, Employee shall be paid out his Base Salary through
the date of termination, any accrued but unused vacation pay as of the date of
termination, and any incurred but unreimbursed business expenses.  In addition, if Employee’s employment is
terminated without Cause by the Company under this Section at any time
after the date which is six months after the Effective Date and Employee
executes and does not revoke a waiver and release agreement in a form
acceptable to the Company, and any period for revocation expires, all occurring
no later than thirty-five (35) days following termination, then Employee shall
be paid separation pay equivalent to an additional twelve (12) months of salary
based upon the Employee’s then current annual Base Salary (“Separation
Pay”).  The Separation Pay, less
applicable state and federal withholdings, shall be paid in equal installments
during a twelve month period on the Company’s regular payroll dates (commencing
with the first payroll date that is more than ten days following termination).


 


(c)                                  During the Term, this Agreement may be terminated without
Good Reason by Employee on 90 days notice to the Company (“the Notice Period”).
If this Agreement is terminated without Good Reason by Employee, Employee shall
continue to receive his Base Salary through the effective date of his
termination, any accrued but unused vacation pay as of the date of termination,
and any incurred but unreimbursed business expenses.   The Company reserves the right to accelerate
Employee’s last day of employment and pay him out for the remainder of the
Notice Period on the Company’s regular payroll dates, or to request Employee not
to report to work during the Notice Period. 
Employee agrees to cooperate fully with the Company with respect to the
transition of his duties and responsibilities during the Notice Period.


 


(d)                                 Unless otherwise agreed, if Employee is terminated for any reason
or resigns for any reason, Employee agrees to resign immediately from the Board
of Directors and all committees or other positions held with MB or the Bank, if
any, effective as of the last date of employment.


 


(e)                                  The expiration of this Agreement at the end of the Term
shall not constitute a termination without Cause or for Good Reason pursuant to
this Section.


 


7.                                       Supervisory Matters


 


If Employee is suspended and/or temporarily prohibited
from participating in the conduct of the Bank’s or MB’s affairs by notice
served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit
Insurance Act (12 U.S.C. Section 1818(e)(3) and (g)(1)), the
obligations of the Bank and MB under this Agreement shall be suspended as of
the date of service, unless stayed by appropriate proceedings.  If the charges in the notice are dismissed,
the Bank and MB may in its discretion: 
(i) pay Employee all or part of the compensation withheld while
their obligations under this Agreement were suspended; and (ii) reinstate
(in whole or in part) any of their obligations which were suspended.  If Employee is removed and/or permanently
prohibited from participating in the conduct of the Bank’s or MB’s affairs by
an order issued under Section 8(e)(3) or 8(g)(1) of the Federal
Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) or (g)(1)), all
obligations of the Bank under this Agreement shall terminate as of the
effective date of the order, but vested rights of the parties shall not be
affected.  If the Bank is in default (as
defined in 


 


6

















 


Section 3(x)(1) of the Federal Deposit
Insurance Act (12 U.S.C. Section 1813(x)(1)), all obligations under this
Agreement shall terminate as of the date of default, but vested rights of the
parties shall not be affected.  All
obligations under this Agreement shall be terminated, except to the extent that
it is determined that continuation of the Agreement is necessary for the
continued operation of the Bank; (i) by the Federal Deposit Insurance
Corporation at the time that the Federal Deposit Insurance Corporation enters
into an agreement to provide assistance to or on behalf of the Bank under the
authority contained in Section 11 of the Federal Deposit Insurance Act (12
U.S.C. Section 1821); or (ii) by the Federal Deposit Insurance
Corporation or the United States Comptroller of the Currency or his or her
designee, at the time that the Federal Deposit Insurance Corporation or the
United States Comptroller of the Currency or his or her designee approves a supervisory
merger to resolve problems related to the operation of the Bank or when the
Bank is in an unsafe or unsound condition. 
All rights of the parties that have already vested, however, shall not
be affected by such action.


 


8.                                       Golden Parachute Limitation


 


Notwithstanding any other provision of this Agreement,
separation compensation under Section 6(b) hereof will be reduced as
provided below if, and to the extent, necessary to avoid any additional tax or
penalty imposed on “excess parachute payments” under the Internal Revenue Code.


 


If Employee’s severance or other compensation provided
by MB and/or the Bank under Section 6(b) hereof and outside this
Agreement would cause any such payment to be an “excess parachute payment” (as
defined in Section 280G(b)(1) of the Internal Revenue Code), then the
payments under Section 6(b) hereof will be reduced (pro rata in the
case of installment payments) to the largest amount which may be paid without
any portion of such amount being subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code. 
In the event there is a dispute among the parties regarding the extent
to which payments must be reduced pursuant to this Section, such dispute will
be settled in accordance with Section 17 below; and no such disputed
payment shall be made until the dispute is settled.


 


9.                                       Section 409A Limitation


 


It is the intention of Bank, MB and Employee that the
severance and other benefits payable to Employee under this Agreement either be
exempt from, or otherwise comply with, Section 409A of the Internal
Revenue Code (“Section 409A”). 
Notwithstanding any other term or provision of this Agreement, to the
extent that any provision of this Agreement is determined by Bank and MB, with
the advice of its independent accounting firm or other tax advisors, to be
subject to and not in compliance with Section 409A, including, without
limitation, the timing of commencement and completion of severance benefit
and/or other benefit payments to Employee hereunder, or the amount of any such
payments, such provisions shall be interpreted in the manner required to comply
with Section 409A.  If any payment
to be made hereunder is “non-qualified deferred compensation” subject to
Section 409A and the timing of such payment is based on termination of
Employee’s employment with the Bank and/or MB, then for such purpose
“termination of employment” shall mean “separation from service” with the
Company as such term is defined for purposes of Section 409A.  Bank, MB and Employee acknowledge and agree
that such interpretation could, among other matters, (i) delay for a
period of six (6) 


 


7

















 


months or more, or otherwise modify the commencement
of severance and/or other benefit payments; and/or (ii) modify the
completion date of severance and/or other benefit payments.  The Bank, MB and Employee further acknowledge
and agree that if, in the judgment of the Bank and MB, with the advice of its
independent accounting firm or other tax advisors, amendment of this Agreement
is necessary to comply with Section 409A, the Bank, MB and Employee will
negotiate reasonably and in good faith to amend the terms of this Agreement to
the extent necessary and possible for it to comply (with the most limited
possible economic effect on the Bank, MB and Employee) with Section 409A.


 


Notwithstanding anything to the contrary in this
Agreement, to the extent required to avoid additional taxes and interest
charges under Section 409A of the Internal Revenue Code, if any of the Company’s
stock is publicly traded and Employee is deemed to be a “specified employee” as
determined by the Company for purposes of Section 409A(a)(2)(B) of
the Internal Revenue Code, Employee agrees that any non-qualified deferred
compensation payments due to him under this Agreement in connection with a
termination of employment that would otherwise have been payable at any time
during the six-month period immediately following such termination of
employment shall not be paid prior to, and shall instead be payable in a lump
sum at the beginning of the seventh (7th) month following Employee’s
termination of employment.


 


10.                                 Regulatory Provisions


 


Notwithstanding anything contained herein to the
contrary, in no event shall the total compensation paid out upon the departure
of Employee be in excess of that considered by the FDIC or the Office of the
Comptroller of the Currency to be safe and sound at the time of such payment,
taking into consideration all applicable laws, regulations, or other regulatory
guidance.  Any payments made to Employee,
pursuant to this Agreement or otherwise, are subject to and conditioned upon
compliance with 12 U.S.C. Section 1828(k) and any regulations
promulgated thereunder.


 


11.                                 Ownership of Confidential Proprietary
Information


 


All records of the accounts of customers, and any
other records and books relating in any manner whatsoever to the customers of
the Company, and all other files, books and records and other materials owned
by the Company or used by it in connection with the conduct of its business,
whether prepared by Employee or otherwise coming into his possession, shall be
the exclusive property of the Company regardless of who actually prepared the
original material, book or record. All such books and records and other materials,
and any copies thereof, shall be immediately returned to the Company by
Employee on any termination of his employment.


 


12.                                 Trade Secrets


 


During the Term, Employee will have access to and
become acquainted with what Employee and the Company acknowledge are trade
secrets, including the names of customers and clients of the Company, their
financial condition and financial needs, financial information regarding the
Company and other information relating to the Company’s products, services and
methods of doing business. Employee agrees not to disclose any of the Company’s
trade secrets, directly or indirectly, or use them in any way, either during
the term of employment (except as 


 


8

















 


required in the course of employment with the Bank) or
after the termination of this Agreement. Employee will not, for eighteen months
following the termination of Employee’s employment with the Bank, solicit for
employment elsewhere individuals who are active, full-time employees of the
Bank.


 


13.                                 Indemnification


 


To the extent permitted by and consistent with Section 317
of the California Corporations Code (“Section 317”), the Articles of
Incorporation and the Bylaws of the Company, and applicable federal law and
regulations, including 12 U.S.C. Section 1828(k), the Company shall
indemnify Employee for expenses, judgments, fines, settlements and other
amounts actually incurred by Employee in connection with any proceeding to
which Employee is a party by reason of the fact that Employee is or was an
agent of the Company (as defined in Section 317) if the proceeding arose
from acts or omissions in the course and scope of Employee’s employment other
than willful misconduct or acts not covered by any indemnification agreement
between the Company and Employee. The Company shall advance on behalf of
Employee all costs, including attorneys’ fees, as necessary with respect to any
such proceeding. In the event any applicable law shall require the issuance of
an undertaking by Employee, such shall be acceptable without bond, collateral
or any other security being given by Employee in connection therewith. This
provision shall survive the termination of this Agreement for any reason.


 


14.                                 Assignment and Modification


 


Except as required by the surviving entity in a change
of control, this Agreement and the rights and duties hereunder may not be
assigned by any party hereto without the prior written consent of the other,
and the parties expressly agree that any attempt to assign the rights of any
party hereunder without such consent will be null and void. Any modification of
this Agreement shall be made in a writing executed by both parties.


 


15.                                 Further Assurance


 


From time to time each party will execute and deliver
such further instruments and will take such other action as the other party
reasonably may request in order to discharge and perform the obligations and
agreements hereunder.


 


16.                                 Notices


 


All notices required or permitted hereunder shall be
in writing and shall be delivered in person or sent by certified or registered
mail, return receipt requested, postage prepaid as follows:


 


To
Bank:                                                                                                                                              Chairman of the Board

Bank of Manhattan, N.A.

2141 Rosecrans Avenue, Suite 1160

El Segundo, CA 90245


 


To
MB:                                                                                                                                                     Chairman of the Board

Manhattan Bancorp


 


9

















 


2141 Rosecrans Avenue, Suite 1160

El Segundo, CA 90245


 


To
Employee:                                                                                                                     Terry L. Robinson

2372 Scholarship

Irvine, CA 92612-5683


 


or such other party and/or address as any of such
parties may designate in a written notice served upon the other parties in the
manner provided herein. All notices required or permitted hereunder shall be
deemed duly given and received on the date of delivery if delivered in person
or on the second day next succeeding the date of mailing if sent by certified
or registered mail.


 


17.                                 Arbitration


 


Any dispute or controversy arising
under or in connection with this Agreement, the inception or termination of
Employee’s employment, or any alleged discrimination or statutory or tort claim
related to such employment, including issues raised regarding the Agreement’s
formation, interpretation or breach, shall be settled exclusively by binding
arbitration in Los Angeles, California in accordance with, and under the
auspices of  the employment rules of
JAMS or other mutually agreeable alternative dispute resolution service. A copy
of the employment rules of JAMS are attached hereto as Exhibit A.  The laws of the United States and, to the
extent not inconsistent therewith, the laws of the State of California shall
govern.  Without limiting the foregoing,
the potential claims covered by this Agreement include, but are not limited to,
claims for wages, bonuses or other compensation due; claims for breach of any
contract or covenant (express or implied) under which Employee believes he
would be entitled to compensation or benefits; claims for wrongful termination
in violation of public policy, tort claims related to such employment; claims
for discrimination and harassment (including, but not limited to, all claims
arising under Title VII of the Civil Rights Act of 1969, as amended, the Age
Discrimination in Employment Act of 1967, the Americans with Disabilities Act,
the California Fair Employment and Housing 
Act, the California Labor Code and applicable wage orders, the
California Family Rights Act, the Federal Family and Medical Leave Act of 1993,
the Fair Labor Standards Act, the Consolidated Omnibus budget Reconciliation
Act of 1985, and the Employee Retirement Income Security Act; claims for
benefits (except where an employee benefit or pension plan specifies that its
claims procedure shall culminate in an arbitration or other procedure different
from this one); and claims for violation of any public policy, federal, state
or other governmental law, statute, regulation or ordinance.  The arbitration shall provide for written
discovery and depositions adequate to give the parties access to documents and
witnesses that are essential to the dispute. 
The arbitrator shall have no authority to add to or to modify this
Agreement, shall apply all applicable law, and shall have no lesser and no
greater remedial authority than would a court of law resolving the same claim
or controversy.  The arbitrator shall issue
a written decision that includes the essential findings and conclusions upon
which the decision is based, which shall be signed and dated.  Employee, on the one hand, and the Bank and
MB collectively, on the other hand, shall each bear his or their own costs and
attorneys’ fees incurred in conducting the arbitration; provided, however, that
the Bank and MB shall bear the fees and administrative costs charged by the
arbitrator and JAMS (or other alternative dispute resolution service
selected).  Judgment may be entered on
the arbitrator’s


 


10

















 


award
in any court having jurisdiction. 
EMPLOYEE HEREBY EXPRESSLY WAIVES ANY RIGHTS TO A JURY TRIAL.


 


18.                                 Successors


 


This Agreement shall be binding upon, and shall inure
to the benefit of, the successors of the parties.


 


19.                                 Entire Agreement


 


This Agreement constitutes the entire agreement
between the parties, and all prior negotiations, representations, or agreements
between the parties, whether oral or written, are merged into this Agreement
and shall be deemed superseded and canceled.


 


20.                                 Governing Law


 


This Agreement shall be construed in accordance with
the laws of the State of California.


 


21.                                 Executed Counterparts


 


This Agreement may be executed in one or more
counterparts, all of which together shall constitute a single agreement and
each of which shall be an original for all purposes.


 


22.                                 Section Headings


 


The various section headings are inserted for purposes
of convenience only and shall not affect the meaning or interpretation of tilts
Agreement or any section hereof.


 


23.                                 Calendar Days/Close of Business


 


Unless the context so requires, all periods
terminating on a given day, period of days or date shall terminate on the close
of business on that day or date, and references to “days” shall refer to
calendar days.


 


24.                                 Severability


 


In the event that any of the provisions, or portions
thereof, of this Agreement are held to be unenforceable or invalid by any court
of competent jurisdiction, the validity and enforceability of the remaining
provisions or portions thereof shall not be affected thereby.


 


IN WITNESS WHEREOF, this Agreement is executed as of
the day and year first above written.


 


	
  DATED:

  	
  November 23, 2010

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Terry L. Robinson

  
	
   

  	
   

  	
  TERRY L. ROBINSON

  



 


11

















 


	
  DATED:

  	
  November
  23, 2010

  	
   

  	
  Bank of Manhattan, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Grant Couch

  
	
   

  	
   

  	
   

  	
  Grant Couch

  
	
   

  	
   

  	
   

  	
  Chairman of the Board of Directors

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DATED:

  	
  November
  23, 2010

  	
   

  	
  Manhattan Bancorp

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Grant Couch

  
	
   

  	
   

  	
   

  	
  Grant Couch

  
	
   

  	
   

  	
   

  	
  Chairman of the Board of Directors

  



 


12