CANNOT BE CHANGED ABSENT AN
EXPRESS INTENT AS SET FORTH IN AN INDIVIDUALIZED WRITTEN EMPLOYMENT CONTRACT
SIGNED BY BOTH OFFICER AND THE CHIEF EXECUTIVE OFFICER OF THE COMPANY.
7.
MITIGATION.
OFFICER SHALL HAVE NO OBLIGATION TO MITIGATE DAMAGES
BASED UPON OFFICER'S TERMINATION PURSUANT TO SECTION 2 OF THIS AGREEMENT, AND
THE SEVERANCE PAYMENT SHALL NOT BE REDUCED AS A RESULT OF OFFICER OBTAINING
OTHER EMPLOYMENT WITHIN FIFTEEN MONTHS OF OFFICER'S TERMINATION.
8.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH,
TOGETHER, SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
9.
PARTIAL INVALIDITY.
ANY PROVISION OF THIS AGREEMENT WHICH SHALL
PROVE TO BE INVALID, VOID OR ILLEGAL SHALL IN NO WAY AFFECT, IMPAIR OR
INVALIDATE ANY OTHER PROVISION HEREOF, AND SUCH OTHER PROVISIONS SHALL REMAIN IN
FULL FORCE AND EFFECT.
10.
GOVERNING LAW.
THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL
BE GOVERNED AND CONSTRUED PURSUANT TO THE LAWS OF THE STATE OF CALIFORNIA EXCEPT
TO THE EXTENT GOVERNED BY FEDERAL LAW.
11.
CONSTRUCTION.
HEADINGS AT THE BEGINNING OF EACH SECTION ARE
SOLELY FOR THE CONVENIENCE OF THE PARTIES AND ARE NOT A PART OF THIS AGREEMENT.
WHENEVER REQUIRED BY THE CONTEXT OF THIS AGREEMENT, THE SINGULAR SHALL INCLUDE
THE PLURAL AND THE MASCULINE SHALL INCLUDE THE FEMININE AND VICE VERSA.
THIS
AGREEMENT SHALL NOT BE CONSTRUED AS IF IT HAD BEEN PREPARED BY ONE OF THE
PARTIES, BUT RATHER AS IF BOTH PARTIES HAD PREPARED THE SAME.
UNLESS OTHERWISE
INDICATED, ALL REFERENCES TO SECTIONS ARE TO THIS AGREEMENT.
12.
INTEGRATION.
THIS AGREEMENT REPRESENTS THE ENTIRE AND INTEGRATED
AGREEMENT BETWEEN THE COMPANY AND OFFICER REGARDING THE SUBJECT MATTER HEREOF
AND SUPERSEDES ALL PRIOR NEGOTIATIONS, REPRESENTATIONS OR AGREEMENTS, EITHER
WRITTEN OR ORAL.
13.
SUCCESSORS AND ASSIGNS.
THE TERMS, COVENANTS AND CONDITIONS
HEREIN CONTAINED SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE
HEIRS, SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO.
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14.
NO WAIVER.
NO WAIVER BY EITHER PARTY OF ANY BREACH OR DEFAULT
HEREUNDER SHALL BE DEEMED A WAIVER OF ANY OTHER BREACH OR DEFAULT, AND NO DELAY
OR FORBEARANCE BY EITHER PARTY HEREUNDER IN ENFORCING ANY OF ITS RIGHTS OR
REMEDIES SHALL BE DEEMED A WAIVER OF ANY SUCH RIGHTS OR REMEDIES, UNLESS SUCH
WAIVER IS EMBODIED IN A WRITING SIGNED BY THE AUTHORIZED REPRESENTATIVE OF THE
PARTY TO BE BOUND.
IN WITNESS WHEREOF, this Agreement has been executed effective on the day and
year hereinabove set forth.
THE "COMPANY"
NATIONAL MERCANTILE BANCORP
By:
/s/ Scott A. Montgomery
Its:
Scott A. Montgomery, President/CEO
"OFFICER"
/s/ Robert W. Bartlett
Robert W. Bartlett
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