EMPLOYMENT
AGREEMENT
This Agreement is
made and is effective as of January 23, 2009, by and between Bank of Marin, a
California state chartered bank ("Bank"), its parent corporation, Bank of Marin
Bancorp, a California corporation (“Bancorp”) (collectively, the “Company”) and
Russell A. Colombo ("Executive").
WHEREAS, Company
desires to employ Executive in the capacity of President and Chief Executive
Officer, and Executive's background, expertise and efforts are expected to
contribute to the success and financial strength of the Company;
and
WHEREAS, the
Company wishes to assure itself of the opportunity to benefit from Executive's
services for the period provided in this Agreement, and Executive wishes to
serve in the employ of the Company on a full-time basis solely in accordance
with the terms hereof for such purposes; and
WHEREAS, the
parties previously entered into that certain Change of Control Agreement dated
October 26, 2007 (the “Change of Control Agreement”) providing Executive certain
benefits in the event of a significant corporate event;
WHEREAS, the Board
of Directors of the Company ("Board") has determined that the best interests of
the Company would be served by Executive's employment with the Company under the
terms of this Agreement;
NOW, THEREFORE, in
order to effect the foregoing, the parties hereto wish to enter into an
employment agreement on the terms and conditions set forth below. Accordingly,
in consideration of the premises and the respective covenants and agreements of
the parties herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
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(a)
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"Agreement"
means this employment agreement and any amendments hereto complying with
Section 13(a) hereof.
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(b)
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"Board"
means
the Board of Directors of the Company unless the context otherwise
requires.
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(c)
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“Bonus”
means
the Executive’s contemplated annual incentive payment for the year of
Termination calculated using the then current percentage of base salary as
defined in the Company’s files. The initial percentage will be
fifty percent (50%) as provided for in Section
5(c).
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(i) Executive's
personal dishonesty, incompetence or willful misconduct;
(ii) Executive
commits an act or acts or an omission to act which constitutes: (a) a willful
breach of duty in the course of Executive’s employment; (b) a habitual neglect
of duty; (c) a willful violation of any applicable banking law or regulation; or
(d) a willful violation of any policy, procedure, practice, method of operation
or specific mode of conduct established by the Board or as set forth in the
Company’s Employee Handbook or other policy;
(iii)
Executive engages in activity which, in the opinion of the Board, could
materially adversely affect Company’s reputation in the community or which
evidences the lack of Executive’s fitness or ability to perform Executive’s
duties as determined by the Board, in good faith; or
(iv) Executive
commits any act or acts or an omission to act which would cause termination of
coverage under the Company’s Bankers Blanket Bond as to Executive or as to
Company as a whole or any act, which would give rise to a colorable claim by the
Company under its Bankers Blanket Bond as determined by the Board in good
faith.
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(e)
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“COBRA”
means
the Consolidated Omnibus Budget Reconciliation Act of
1985.
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(f)
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“
Confidential
Information
” means all of Company’s Trade Secrets, as defined in
California Civil Code §§3426, et seq., and by this Agreement also
expressly includes, but is not limited to: business plans; financial
statements/records and budgets; marketing and sales strategies; data,
compilations, or lists of past and current client or potential client
names, addresses, telephone numbers, fax numbers, email addresses,
financial information, and other personal or demographic information
related to clients or potential clients; business know-how and show-how;
software source code and object code; database applications; and other
secret or proprietary information or compilations of information relating
to Company’s business.
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(g)
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"Code"
shall
mean the Internal Revenue Code, as
amended.
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(h)
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"Disability"
means physical condition or mental illness resulting in Executive's
inability to perform the essential functions of his position with or
without reasonable accommodation and shall be deemed to have occurred only
after Executive becomes eligible to receive benefit payments pursuant to
the Company’s long-term disability insurance
plan.
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(i)
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"Expiration"
means the termination of this Agreement (including Executive's employment
hereunder) and of any further obligations of the parties (except as
specified in this Agreement) upon completion of the
Term.
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(j)
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"Person"
means
an individual, a group acting in concert, a corporation, a partnership, an
association, a joint stock company, a trust, any unincorporated
organization, a government or political subdivision thereof, or any other
entity whatsoever.
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(k)
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"Term"
means
the term of this Agreement as provided in Section
4.
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(l)
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"Termination" or
"Terminate(d)"
means the termination of Executive's employment
hereunder for any of the following reasons unless the context indicates
otherwise:
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(i)
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Retirement by
Executive;
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(v)
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Termination
Without Cause;
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(vi)
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Termination
for Cause; and
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(vii)
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Resignation
by Executive.
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(m)
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"Termination Without
Cause" or "Terminate(d) Without Cause"
means the cessation of
Executive's employment hereunder for any reason
except:
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(ii)
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Termination
for Cause;
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(n)
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“Catch-Up
Bonus”
means a bonus payable pursuant to either Section 7(a) or (b)
in an amount equal to the value of any unvested stock option and/or of any
restricted stock award in which the restrictions are not yet fully
lapsed. For purposes of any unvested stock option, “value”
shall be determined by subtracting the exercise price of such option from
the “average closing price” and multiplying such result by the number of
unvested shares subject to such option. For purposes of any
restricted stock award where all restrictions are not yet lapsed, “value”
shall be determined by multiplying the “average closing price” by the
number of shares that are still restricted in such
award. “Average Closing Price” means the average of the daily
closing price of a share of Bancorp’s common stock reported over NASDAQ
Global Market during the ten (10) consecutive trading days immediately
preceding Executive’s death or Disability, as the case may
be..
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2.
Employment
.
Notwithstanding any other provision to the contrary contained herein, it is
agreed by the parties hereto that the Executive’s employment by the Company
hereunder shall be at-will, and that the Company may at any time elect to
terminate this Agreement and Executive’s employment for any reason by the
affirmative vote of a majority of a quorum of the authorized number of its
directors. In this Agreement, notwithstanding the foregoing, in the
event of any Termination Without Cause pursuant to Section 6 of this Agreement,
all severance and other benefits provided for in Section 7 of this Agreement
shall be provided by the Company to the Executive and no other severance or
other benefits shall be due or owing Executive.
3.
Position
and Responsibilities
. The Company and Executive agree that, subject to
the provisions of this Agreement, the Company shall employ and the Executive
shall serve as President and Chief Executive Officer of Bank of Marin and Bank
of Marin Bancorp for the Term of this Agreement. Executive shall have
such responsibilities, duties and authority as are generally associated with
such positions and as may from time to time be assigned to the Executive by the
Board that are consistent with such responsibilities, duties and
authority. Subject to adjustment by the Board at anytime, attached as
Exhibit A is the current list of duties for Executive. During the Term of this
Agreement, the Executive shall devote all his time, attention, skill and efforts
during normal business hours to the business and affairs of the
Company.
4.
Term of
Agreement
.
Subject to the terms and provisions of this Agreement, this Agreement and the
period of Executive's employment shall be deemed to have commenced as of
December 1, 2008 and shall have a two year term subject to automatic annual one
year renewals on December 1st of each year, unless either the Company or the
Executive gives advance written notice of intent not to renew this Agreement by
July 1. Upon Expiration of the Term after such notice, Executive's
employment shall cease without further liability of the parties to each
other. Executive's employment shall also terminate, and the Term of
this Agreement will expire, upon Executive's resignation, retirement, death or
Disability, or upon Executive's Termination for Cause.
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5.
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Salary, Bonus and
Related Matters
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(a)
Salary
. The Company
shall pay to the Executive a base salary of Two Hundred Eighty-One Thousand and
Thirty-Six Dollars and 00/100 ($281,036.00) annually. Executive’s salary shall
be payable at regular intervals in accordance with the Company's normal payroll
practices now or hereafter in effect.
(b)
Adjustments to
Salary
. Executive's base salary will be annually reviewed in April of
each year in accordance with the Company’s standard policy and may be adjusted,
based upon such annual performance evaluation, on the anniversary of the
effective date of this Agreement.
(c)
Annual Incentive
Payment
. Executive has the potential to earn an annual incentive payment
of up to fifty percent (50%) of his base salary. The amount of this
annual incentive payment, if any, in any such year shall be based on performance
and be determined by the Board, in its sole discretion.
(d)
Reimbursement
. During
the period of the Executive's employment hereunder, the Company will reimburse
the Executive in accordance with the Company reimbursement policies for all
reasonable, ordinary and necessary business expenses. In addition,
the Company will (i) provide an automobile allowance of Eight Hundred Dollars
($800) per month, (ii) reimburse the Executive’s monthly membership dues for the
Marin Country Club and (iii) reimburse necessary air travel expense for
Executive’s spouse up to a maximum of $2,000 per year.
(e)
Benefit Plans
. During
the period of the Executive's employment hereunder, the Executive shall be
entitled to participate in any current or future benefits plans available to
employees or senior officers of the Company in accordance with the terms of such
plans, as they may be modified or eliminated from time to time.
(f)
Benefits Not in Lieu
of Compensation
. No benefit or perquisite provided to the Executive will
be deemed to be in lieu of base salary, incentive payment or other
compensation.
(g)
Equipment
. The
Company will provide the Executive with all equipment needed to perform his
duties and such equipment may be modified or eliminated from time to
time.
(a)
Resignation,
Retirement, Death or Disability
. Executive's employment
hereunder shall cease at any time by Executive's resignation, or by Executive's
retirement, death or Disability.
(b)
Termination for
Cause
. Executive's employment shall cease upon a good faith
finding of Cause by the Board; provided, however, that Executive shall be given
written notice of the Board's finding of conduct by Executive amounting to Cause
for such termination. Said notice shall be accompanied by a copy of a
resolution duly adopted by the affirmative vote of not less than a majority of a
quorum of the Board at a duly-noticed meeting of the Board, finding that in the
good faith opinion of the Board, Executive was guilty of conduct amounting to
Cause and specifying the particulars thereof; provided, however, that after a
Change in Control (as defined in the Change in Control Agreement), such
resolution may be adopted only by the affirmative vote of not less than a
majority of a committee composed of at least three (3) disinterested outside
directors of the Company. In the absence of at least three (3)
disinterested outside directors, a determination of Cause shall be submitted to
and made by an arbitrator(s) pursuant to Section 12 hereof.
(c)
Termination Without
Cause
. Executive’s employment may be terminated Without Cause
pursuant to this Section 6(c) upon 30 days’ notice for any reason, subject to
the payment of all amounts required by Section 7 hereof.
(d)
Expiration
. Executive’s
employment shall cease upon the expiration of the Term of this Agreement as
provided in Section 4 hereof.
(e)
Supervisory
Suspension
. If the Executive is suspended and/or temporarily
prohibited from participating in the conduct of the Bank’s or Bancorp’s affairs
by a notice served under Sections 8(e) or (g) of the Federal Deposit Insurance
Act or similar statute, rule or regulation, the Company’s obligations 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 Company shall, (i) pay the Executive all of the compensation withheld while
its obligations under this Agreement were suspended unless a lesser sum is
provided for as part of any such dismissal and (ii) reinstate any of its
obligations which were suspended except to the extent limited by an such
dismissal.
(f)
Regulatory
Removal
. If the Executive is removed and/or permanently
prohibited from participating in the conduct of the Bancorp’s or Bank’s affairs
by an order issued under Sections 8(e) or (g) of the Federal Deposit Insurance
Act or similar statute, rule or regulation, all obligations of the Company under
this Agreement shall terminate as of the effective date of the
order.
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7.
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Payments to Executive
Upon Termination
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(a)
Death
. In
the event of Termination of this Agreement due to Executive's death, Executive's
spouse and/or estate (“Beneficiary”) shall be entitled to a sum equal to three
(3) months of base salary at the then effective rate paid to Executive as well
as a payment equal to the Executive’s pro-rata Bonus (computed solely on a time
basis) up to the date of such death without reduction. An example of
such pro-rata Bonus computation is attached as Exhibit B. The rights
of a Beneficiary in connection with any stock grant, stock award or stock option
granted to Executive shall be governed by the plan pursuant to which any such
grant, award or option was granted and any related agreement. In the
event that Executive shall have died with any unvested stock option and/or any
restricted stock grant for which the restrictions have not fully lapsed,
Beneficiary shall also be entitled to a Catch-Up Bonus.
(b)
Disability
. In
the event of Termination of this Agreement due to Executive’s Disability, the
Executive or Beneficiary shall be entitled to be paid all benefits in accordance
with the terms and procedures of the Company’s long-term disability
policy. In addition, the Company will also pay an amount equal to
Executive’s pro-rata Bonus (computed solely on a time basis) up to the date of
such disability without reduction. An example of such pro-rata Bonus
computation is attached as Exhibit B. The rights of
Executive or a Beneficiary in connection with any stock grant, stock award or
stock option granted to Executive shall be governed by the plan pursuant to
which any such grant, award or option was granted and any related
agreement. In the event of Executive’s shall have become
Disabled with any unvested stock option and/or any restricted stock grant for
which the restrictions have not fully lapsed, Executive or his
Beneficiary, as the case may be, shall also be entitled to a Catch-Up
Bonus.
(c)
Retirement
. In
the event of Termination of this Agreement due to Executive's retirement,
Executive shall be entitled to all benefits generally available to Company
employees as of the date of such retirement, without reduction.
(d)
Resignation
. In
the event of Executive's resignation or upon Expiration, the Company shall have
no further obligations to Executive under this Agreement, except as may be
expressly required by law. Executive’s rights under each employee
benefit plan in which he participates will be determined in accordance with the
terms of the plan.
(e)
Cause
. In the event
Executive is Terminated for Cause, the Company shall have no further obligations
to Executive under this Agreement or otherwise, except as may be expressly
required by law.
(f)
Without
Cause
. Upon the occurrence of a Termination Without Cause, as
severance pay and in lieu of damages for breach of this Agreement, in the event
that the Termination of this Agreement occurs, the Company shall pay to
Executive, in the aggregate, a lump sum equal to twelve months base salary then
in effect, less applicable state and federal withholdings. Such lump
sum shall be paid six months after Executive’s Termination Without Cause or
shall be paid at such earlier time as permitted by Section 409A of the
Code. On the date of such payment, the Company shall also pay an
amount equal to the Executive’s pro-rata Bonus earned up to the date of
Termination. For purposes of the preceding sentence, the concept of
an “earned” pro-rata Bonus contemplates a proration based on both time and
performance. Thus, the Bonus will be pro-rated on a time basis (up to
the date of Termination) and a performance basis (using the results up to the
date of Termination of the Executive’s Annual Goals and Objective for such year
as a percentage of the same Annual Goals and Objectives adjusted for the
pro-rated time period). In no event will the results of such performance
proration result in a bonus (i) greater than the Executive would have received
on a time proration basis only, nor (ii) less than an amount equal to 50% of the
time pro-rated amount. An example of such pro-rata Bonus
computation is attached as Exhibit B. In addition the Company will
pay the Executive’s health premiums under COBRA for eighteen (18) months and
will pay dental/vision premiums under COBRA for eighteen (18) months; provided,
however, that Company’s obligations to pay for COBRA benefits shall cease
immediately upon Executive becoming employed or obtaining other health insurance
coverage.
(g)
All payments provided in
this Section 7 shall be paid in cash from the general funds of the Bank, and no
special or separate fund need be established and no other segregation of assets
need be made to assure payment. Bancorp shall have no obligation
under this Agreement to make any payments to Executive and Executive agrees that
all payments under this Agreement, including this Section 7, shall be the sole
responsibility of the Bank.
(h)
The Company and Executive
agree that the payments being made under this Agreement represent reasonable
compensation for services and that neither the Company nor Executive will file
any returns or reports which take a contrary position.
(i)
The receipt of the amounts described in this Section 7, if any, shall constitute
Executive’s sole remedy for breach of this Agreement against the Company and its
officers, directors, employees and agents.
(j)
Limitation of
Payment.
This Agreement, and any payments or benefits
hereunder (including the indemnification benefits provided for in Section 12),
are made expressly subject to and conditioned upon compliance with all federal
and state law, regulations and policies relating to the subject matter of this
Agreement, including but not limited to the provisions of law codified at 12
U.S.C. §1828(k), the regulations of the FDIC codified as 12 C.F.R. Part 359, and
any successor or similar federal or state law or regulation applicable to the
Company. Executive acknowledges that he understands the sections of
law and regulations cited above and that the Company’s obligations to make
payments hereunder are expressly relieved if such payments violate any federal
or state law or regulation applicable to the Company.
8.
Limitation
of Benefit/Golden Parachute Adjustment.
Notwithstanding
anything in the foregoing to the contrary, if any payments provided for in this
Agreement, together with any other payments which Executive has the right to
receive from the Company would constitute a "parachute payment" (as defined in
Section 280G(b)(2) of the Code), the payments pursuant to this Agreement shall
be reduced to the largest amount as will result in no portion of such payments
being subject to the excise tax imposed by Section 4999 of the Code, provided,
however, that the determination as to whether any reduction in the payments
under this Agreement pursuant to this proviso is necessary shall be made in good
faith by the firm providing tax services to the Company, and such determination
shall be conclusive and binding on the Company and Executive with respect to the
treatment of the payment for tax reporting purposes.
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9.
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Confidentiality,
Non-Solicitation and
Non-Interference.
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(a) Executive
agrees and covenants to take all reasonable steps necessary to protect all
Confidential Information from disclosure to, or use by, any unauthorized person
or entity.
(b) Executive
agrees to return all Confidential Information to Company upon
Termination.
(c) Executive
agrees that he shall not at any time, directly or indirectly, take any action
that will or may have the effect of discouraging any past or present client,
customer, supplier, service provider, licensee, licensor, business prospect, or
other business associate of Company (collectively "Client(s) and/or
Associate(s)") from entering into or maintaining, or causing any Client or
Associate to terminate or cease, a relationship with Company, or which would in
any other way, directly or indirectly, disrupt, damage, impair, or interfere
with the business or contractual relations of Company with its Clients or
Associates.
(d) To
safeguard Company’s Confidential Information and the relationships Company has
developed with its Clients and Associates and employees over many years and with
great expense, Executive covenants and agrees that he will not at any time
during Executive’s employment, or within twelve (12) months following
termination of employment, directly or indirectly, whether on his own behalf or
on behalf of any other person or entity, solicit the business of any current
Client or Associate, or employee of Company, other than for the sole and
exclusive benefit of Company. Executive expressly acknowledges and agrees that
this non-solicitation clause is necessary and appropriate to protect the
legitimate business interests and Confidential Information of
Company.
(e) If
Executive learns or has been notified that a Client or Associate has been
solicited, either intentionally or unintentionally, by Executive during the term
of this Agreement or within twelve (12) months following Executive’s termination
of employment, Executive agrees to refrain from accepting or doing any business
with said solicited Client or Associate for a period of twelve (12) months from
the date of the solicitation.
10.
Waivers
not to be Continued
.
Any waiver by a party of any breach of this Agreement by the other party
shall not be construed as a continuing waiver or as consent to any subsequent
breach by the other party.
11.
Notices
.
All notices, requests,
demands and other communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered by hand or mailed, certified or
registered mail, with postage prepaid, to the following addresses or to such
other address as either party may designate by like notice.
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A.
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If to the
Company, to:
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Bank of Marin
Bancorp
504 Redwood Blvd.,
#100
Novato,
CA 94947
Facsimile:
415/884-9153
with a copy
to:
John F. Stuart,
Esq.
REITNER, STUART
& MOORE
1319 Marsh
Street
San Luis Obispo,
California 93401
Facsimile:
805/545-8599
Russell A.
Colombo
504 Redwood Blvd.,
#100
Novato, CA
94947
Facsimile:
415/884-9153
and to such other
or additional person or persons as either party shall have designated to the
other party in writing by like notice.
12.
Arbitration
.
The parties agree that any
and all disputes, controversies or claims of any kind or nature, including but
not limited to any arising out of or in any way related to Executive’s
employment with or separation from the Company, shall be submitted to binding
arbitration under the auspices and rules of the American Arbitration Association
(“AAA”) in Fresno County, California. Included within this provision
are any claims alleging fraud in the inducement of this Agreement, or relating
to the general validity or enforceability of this Agreement, or claims based on
a violation of any local, state or federal law, such as claims for
discrimination or civil rights violations under Title VII of the Civil Rights
Act of 1964, the California Fair Employment and Housing Act, the Age
Discrimination in Employment Act and the Americans with Disabilities
Act. The parties shall each bear their own costs and attorneys’ fees
incurred in conducting the arbitration and, except for such disputes where
Executive asserts a claim under a state or federal statute prohibiting
discrimination in employment (“a Statutory Claim”), or unless required otherwise
by applicable law, shall split equally the fees and administrative costs charged
by the arbitrator and AAA. In disputes where Executive asserts a
Statutory Claim against the Company, Executive shall be required to pay only the
AAA filing fee to the extent such filing fee does not exceed the fee to file a
complaint in state or federal court. The Company shall pay the
balance of the arbitrator’s fees and administrative costs. The
prevailing party in the arbitration, as determined by the arbitrator, shall be
entitled to recover his or its reasonable attorneys’ fees and costs, including
the costs or fees charged by the arbitrator and AAA. In disputes
where the Executive asserts a Statutory Claim, reasonable attorneys’ fees shall
be awarded by the arbitrator based on the same standard as such fees would be
awarded if the Statutory Claim had been asserted in state or federal
court. Judgment upon an award rendered by the arbitrator may be
entered in any competent court having jurisdiction over the dispute. Executive
understands that arbitration is in lieu of any and all other civil legal
proceedings and that he is waiving any right he may have to resolve disputes
through court or trial by jury.
(a) Except
for the Change of Control Agreement, this Agreement constitutes the entire
agreement by the parties with respect to the subject matter hereof, and
supersedes and replaces all prior agreements among or between the parties,
unless otherwise provided herein. No amendment, waiver or termination of any of
the provisions hereof shall be effective unless in writing and signed by the
party against whom it is sought to be enforced. Any written amendment, waiver,
or termination hereof executed by the Company and Executive shall be binding
upon them and upon all other Persons, without the necessity of securing the
consent of any other Person, and no Person shall be deemed to be a third-party
beneficiary under this Agreement.
(b) This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same Agreement.
(c) Except
as otherwise expressly set forth herein, no failure on the part of any party
hereto to exercise and no delay in exercising any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right, power or
remedy.
(d) The
headings of the Sections of this Agreement have been inserted for convenience of
reference only and shall in no way restrict or modify any of the terms or
provisions hereof.
(e) If
for any reason any provision of this Agreement is held invalid or unenforceable,
such invalidity or unenforceability shall not affect the validity or
enforceability of any other provision of this Agreement. If any provision of
this Agreement shall be held invalid or unenforceable in part, such invalidity
or unenforceability shall in no way effect the rest of such provision not held
so invalid, and the rest of such provision, together with all other provisions
of this Agreement, shall to the full extent consistent with law continue in full
force and effect.
(f) This
Agreement shall be governed and construed and the legal relationships of the
parties determined in accordance with the laws of the State of California
applicable to contracts executed and to be performed solely in the State of
California.
(g) The
Company shall require any successor in interest (whether direct or indirect or
as a result of purchase, merger, consolidation, change in control or otherwise)
to all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform the obligations under this Agreement in
the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.
(h) Executive
acknowledges that he has been encouraged to consult with legal counsel of
Executive’s choosing concerning the terms of this Agreement prior to executing
this Agreement. Executive acknowledges that this Agreement has been prepared by
Reitner, Stuart & Moore, which has served as counsel to the Company in this
matter and not as counsel to Executive. Any failure by Executive to
consult with competent counsel prior to executing this Agreement shall not be a
basis for rescinding or otherwise avoiding the binding effect of this Agreement.
The parties acknowledge that they are entering into this Agreement freely and
voluntarily, with full understanding of the terms of this Agreement.
Interpretation of the terms and provisions of this Agreement shall not be
construed for or against either party on the basis of the identity of the party
who drafted the terms or provisions in question.
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the day and year first
above written.
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ATTEST:
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BANK OF MARIN
BANCORP
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/S/ N.
Boatright
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/S/
J. Sklar
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By:
Joel Sklar,
M.D.
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Its:
Chairman of the
Board
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THE
EXECUTIVE
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/
S/ N.
Boatright
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/S/ Russell A.
Colombo
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Witness
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EXHIBIT
A
In addition to such
responsibilities, duties and authority set forth in the Articles of
Incorporation and Bylaws of Bank and the Articles of Incorporation and Bylaws of
Bancorp and as are generally associated with the positions of President and
Chief Executive Officer, Executive will be expected to (i) plan, develop, and
direct operational and financial policies and practices to ensure that the
Company’s objectives, goals, and institutional growth are met and are in
accordance with the polices of the Board of Directors and government regulations
and (ii) plan and develop investment, loan, interest, and reserve policies to
ensure optimum monetary returns in accordance with availability of investment
funds, government restrictions, and sound financial practices. In
addition, the Executive will serve on the Board of Directors of the Bank of
Marin and Bank of Marin Bancorp.
With the prior
approval of the Board, from time to time, Executive may serve, or continue to
serve, on the boards of directors of, and hold any other offices or positions in
charitable, political, civic organizations or business entities,
which, in such Board’s judgment, will not present any material conflict of
interest with the Company and will not unfavorably affect the performance of
Executive’s duties pursuant to this Agreement. Any such approval shall not be
unreasonably withheld. Subject to the provisions of the Bank’s
code of conduct, nothing contained herein will be deemed to limit the ability of
Executive to make passive investments.
In addition, to the
extent permitted by law and consistent with the oversight responsibilities of
the Board, Executive shall have the full authority and support of the Board to
hire and fire all officers and employees of the Company from time to
time.
Further, Executive
shall have the full authority of the Company and the Board to execute contracts,
leases and other related documents for the purchase of capital equipment and
improvements, provided such expenditures and obligations are contained in and
within the annual budget for the Company, which has been adopted or approved by
the Board.
EXHIBIT
B
Example section 7. (a) &
(b)
Event
date April 6
th
(current salary
$281,036
) x (current
bonus percent
50%
) =
(maximum bonus potential
$140,518
) $140,518 x (time
prorated period 96/365 days
26.3%
) =
$36,956
Example section 7.
(f)
Example
1
Event
date April 6
th
(current salary
$281,036
) x (current
bonus Percent
50%
) =
(maximum bonus potential
$140,518
) x (time prorated
period 96/365 days
26.3%
) = (time prorated bonus
$36,956) x
(performance
measurement for the prorated time period
88% = 88%) =
$32,521
Example
2
Event
date April 6
th
(current salary
$281,036
) x (current
bonus Percent
50%
) =
(maximum bonus potential
$140,518
) x (time prorated
period 96/365 days
26.3%
) = (time prorated bonus
$36,956) x
(performance
measurement for the prorated time period
38% = 50%) =
$18,478
14