SHALL AUTOMATICALLY BE EXTENDED FOR AN
ADDITIONAL ONE YEAR, UNLESS THE HOLDING COMPANY OR THE EMPLOYEE GIVES WRITTEN
NOTICE TO THE OTHER PARTY OR PARTIES HERETO OF SUCH PARTY'S OR PARTIES' ELECTION
NOT TO EXTEND THE TERM, WITH SUCH NOTICE TO BE GIVEN NOT LESS THAN NINETY (90)
DAYS PRIOR TO ANY SUCH ANNIVERSARY DATE.
THE HOLDING COMPANY'S BOARD OF
DIRECTORS ("BOARD OF DIRECTORS") WILL REVIEW THIS AGREEMENT ANNUALLY FOR
PURPOSES OF DETERMINING WHETHER TO EXTEND THE AGREEMENT.
IF ANY PARTY GIVES
TIMELY NOTICE THAT THE TERM WILL NOT BE EXTENDED, THEN THIS AGREEMENT SHALL
TERMINATE AT THE CONCLUSION OF ITS REMAINING TERM.
REFERENCES HEREIN TO THE
TERM OF THIS AGREEMENT AND/OR THE EMPLOYMENT PERIOD SHALL REFER BOTH TO THE
INITIAL TERM AND SUCCESSIVE TERMS.
3.
DUTIES AND AUTHORITY; BOARD REPRESENTATION.
(A)
DURING THE EMPLOYMENT PERIOD, EMPLOYEE SHALL DEVOTE ALL HIS
PRODUCTIVE TIME, ABILITY AND ATTENTION TO THE BUSINESS AND AFFAIRS OF THE
HOLDING COMPANY AND ITS SUBSIDIARIES.
EMPLOYEE SHALL NOT DIRECTLY RENDER
SERVICE OF A BUSINESS, COMMERCIAL OR PROFESSIONAL NATURE TO ANY OTHER PERSON OR
ORGANIZATION OTHER THAN THE HOLDING COMPANY AND ITS SUBSIDIARIES WITHOUT THE
CONSENT OF THE BOARD OF DIRECTORS.
HOWEVER, NOTHING IN THIS PARAGRAPH PROHIBITS
EMPLOYEE FROM, OR REQUIRES THE BOARD OF DIRECTORS TO APPROVE OR CONSENT TO
EMPLOYEE SERVING AS AN ADVISOR OR BOARD MEMBER OF A CHARITABLE OR NONPROFIT
ORGANIZATION OR SERVING AS AN ADVISOR OR DIRECTOR OF ANY CORPORATION WHICH DOES
NOT COMPETE WITH THE BUSINESS OF THE HOLDING COMPANY, SO LONG AS SUCH SERVICE
DOES NOT MATERIALLY INTERFERE WITH THE PERFORMANCE OF EMPLOYMENT DUTIES.
EMPLOYEE AGREES THAT DURING THE EMPLOYMENT PERIOD, HE WILL USE HIS BEST EFFORTS,
SKILL AND ABILITIES TO PROMOTE THE HOLDING COMPANY'S INTERESTS AND TO SERVE AS
THE EXECUTIVE VICE PRESIDENT OF THE HOLDING COMPANY. EMPLOYEE SHALL PERFORM SUCH
CUSTOMARY, APPROPRIATE AND REASONABLE EXECUTIVE DUTIES AS ARE NORMALLY ASSIGNED
TO THE EXECUTIVE VICE PRESIDENT AT OTHER THRIFT HOLDING COMPANIES, INCLUDING
SUCH DUTIES AS ARE DELEGATED TO HIM FROM TIME TO TIME BY THE BOARD OF
DIRECTORS.
EMPLOYEE SHALL REPORT DIRECTLY TO THE HOLDING COMPANY'S CHAIRMAN AND
CHIEF EXECUTIVE OFFICER.
(B)
AT SUCH TIME THAT A MINIMUM OF $1.0 BILLION OF NEW TRANSACTION
ACCOUNT DEPOSITS (AS DEFINED IN THE FOOTNOTE TO SECTION 5(C) HEREOF) HAVE BEEN
ON DEPOSIT AT COMMERCIAL CAPITAL BANK, FSB (THE "BANK") FOR AT LEAST 60 DAYS
(CALCULATED ON AN AVERAGE DAILY BALANCE BASIS), WITH THE CONCURRENCE OF
EMPLOYEE, THE HOLDING COMPANY AGREES TO TAKE ALL ACTION NECESSARY TO APPOINT OR
ELECT EMPLOYEE AS A DIRECTOR OF THE HOLDING COMPANY.
4.
HOLDING COMPANY'S AUTHORITY.
EMPLOYEE AGREES TO OBSERVE AND
COMPLY WITH THE HOLDING COMPANY'S RULES AND REGULATIONS AS ADOPTED BY THE BOARD
OF DIRECTORS REGARDING PERFORMANCE OF HIS DUTIES AND TO CARRY OUT AND TO PERFORM
ORDERS, DIRECTIONS AND POLICIES STATED BY THE BOARD OF DIRECTORS TO HIM
PERIODICALLY, EITHER ORALLY OR IN WRITING.
5.
COMPENSATION.
(A)
THE HOLDING COMPANY, THROUGH THE BANK, AGREES TO PAY TO EMPLOYEE
DURING EACH YEAR OF THIS AGREEMENT AN ANNUAL BASE