THOMAS T. HAWKER - EMPLOYMENT AGREEMENT
2002 Employment Agreement
Form of Severance Agreement
 
DATE:       January 1, 2005
 
PARTIES:    CAPITAL  CORP.  OF THE WEST, a California  corporation,  hereinafter
            referred to as "Employer"; and
 
            THOMAS T. HAWKER, herein after referred to as "Employee".
 
RECITALS:
 
      1.    Employee is  currently  employed as the Chief  Executive  Officer of
            Employer under a written Employment Agreement dated January 1, 2002,
            which will expire at the close of business on December 31, 2004.
 
      2.    The Parties desire to enter into a new  Employment  Agreement for an
            additional four (4) year term.
 
AGREEMENT:
 
      Employer hereby agrees to extend the employment of Employee,  and Employee
hereby  accepts said extension of employment  with Employer,  upon the terms and
conditions hereinafter set forth.
 
      1. Duties.
 
      Employee is hereby employed as the President and Chief  Executive  Officer
of Employer.  Employee shall perform the customary  duties of a Chief  Executive
Officer of a California bank holding company,  including but not limited to, the
supervision  of  Employer's   business  and  all  subsidiary   corporations  and
businesses owned or related to Employer and such kindred duties as may from time
to time be  reasonably  requested  of  Employee  by the  Board of  Directors  of
Employer.  As used herein the term  "business  of  Employer"  shall  include the
business of any of Employer's subsidiaries and related entities.
<PAGE>
 
      2. Appointment to Board of Directors.
 
      Employer hereby agrees that Employee shall remain a member of the Board of
Directors  of  Employer  for so long as Employee is elected to a position on the
board  by the  shareholders  of  Employer,  or  until  this  Agreement  has been
terminated.  During the period of Employee's election to the Board of Directors,
Employee  shall  serve  as a  member  of any or all  committees  to  which he is
appointed,  except the audit,  compensation/benefits  and executive  committees.
Employee also hereby agrees to accept  appointment  to other boards of directors
and committees of subsidiary  and related  organizations  of Employer.  Employee
shall fulfill all of Employee's  duties as a board and committee  member without
additional  compensation.  Upon the  termination  of this  Agreement  by  either
Employee or Employer,  Employee  agrees to immediately  resign from the Board of
Directors,  from all committees  and from all corporate  offices of Employer and
from all of Employer's  subsidiaries and related companies;  further, all fringe
benefits,  such as insurance,  shall be terminated on the last day of service of
Employee,  unless otherwise mandated by the terms of this Agreement,  Employer's
personnel  policy,  or any other benefit  policies in effect at the time of such
termination.
 
      3. Term.
 
      This Agreement shall be effective for a period of forty-eight (48) months.
Employment  under this  agreement  shall  commence on January 1, 2005 and unless
sooner terminated as provided herein, shall end on December 31, 2008 ("Term").
 
      4. Extent of Service.
 
      Employee  shall  donate  his full time,  attention,  and  energies  to the
business of Employer, and shall not during the Term of this Agreement be engaged
in any other business activities, except personal investments, without the prior
written consent of Employer.
 
 
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<PAGE>
 
      5. Regular Compensation.
 
      In  consideration  for the services which Employee is to render under this
Agreement, Employer shall pay to Employee a base salary ("Base Salary") of Three
Hundred Thirty Thousand Dollars ($330,000).  The Base Salary shall be payable to
Employee in equal  semi-monthly  installments  on the fifteenth and last working
day of each month during the period of  employment.  Cost of living  adjustments
will be made  effective  January  1 of the  second,  third and  fourth  years in
amounts  indicated  by the  Consumer  Price  Index for the  Western  Urban  Area
published by the U.S.  Department of Labor  Statistics for the preceding  twelve
(12) months.
 
      6. Discretionary Incentive Compensation.
 
      Employee shall be entitled to participate in any incentive  programs which
may be adopted from time to time by Employer for  Employee.  Amounts  awarded to
Employee  under  any said  incentive  program  shall be  determined  at the sole
discretion of Employer, including the vesting of any incentive awards. If either
the Employer or Employee choose to terminate this  Agreement,  for reasons other
than those  included in paragraph 19, on the conclusion of this  Agreement,  the
incentive  award  earned  for the 2008 year will be paid in full as if  Employee
were still employed.
 
      7. Business Expenses.
 
      Employee shall be reimbursed  for all ordinary and  necessary,  documented
expenses  reasonably  incurred  by Employee in  connection  with his  employment
associated  with managing the business of Employer and other  expenses which may
be authorized from time to time by the Board of Directors of Employer, including
expenses for club membership,  entertainment,  travel and similar items.  Travel
and other expenses for attendance at conventions and banking education  programs
that are approved by the Board of Directors  shall also be reimbursed.  Employer
will pay for or will reimburse
 
 
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<PAGE>
 
Employee for such  expenses upon  presentation  by Employee from time to time of
receipts evidencing such expenditures.
 
      8. Automobile.
 
      Employer shall  purchase or lease an automobile of the  Employee's  choice
for his use as Chief Executive Officer.  Employer shall pay all fuel, operating,
maintenance  and  insurance  cost as well as the  financing  costs  based on the
average annual cost of funds to the bank.  Employee shall be entitled to limited
use of the automobile for personal use, but shall  primarily use it for business
purposes  associated  with his  employment.  As the Chief  Executive  Officer of
Employer,  Employee  has been  provided an  automobile  for the  convenience  of
Employer. Employer expects the Employee will frequently visit Employer's various
business locations,  customers, business partners, vendors, regulatory agencies,
ratings and market making  agencies and travel for trade  associations  in which
Employer  is  actively  engaged.  For the  security  of the  automobile  and the
convenience  of the Employer,  Employee  agrees to garage the  automobile at his
personal  residence.  Employee is  authorized to commence his work travel as set
forth above from such personal  residence.  In addition to the  accumulation  of
Employer  paid  operational   expense  referenced  above  the  vehicle  will  be
depreciated  over a  five-year  period at the rate of twenty  percent  per year.
Total annual expenses exceeding $14,400 (including  depreciation) will result in
the temporary  reduction of Employee's  annual  compensation  by the  difference
between such total expenses and $14,400.
 
      9. Vacation.
 
      During the term of employment Employee shall be entitled to vacation leave
at full salary at the  discretion  of Employee as time allows,  so long as it is
reasonable and does not jeopardize his responsibilities, of twenty (20) business
days;  provided that Employee  shall take as a portion of his vacation  leave at
least ten (10) consecutive business days.
 
 
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<PAGE>
 
      10. Disability.
 
      If  Employee  becomes  permanently  disabled  during  the Term  because of
sickness,  physical  or mental  disability,  so that he is unable to perform his
full duties  hereunder,  Employer  agrees to continue the salary (i) ninety (90)
days from commencement of the disability,  (ii) until Employee is able to return
to work,  or (iii) when any  payments  commence to Employee  under the  separate
Salary Continuation Agreement executed between the parties, whichever is less.
 
      11. Insurance.
 
      Employer  shall  provide to Employee,  his wife and  qualifying  children,
during  the Term at  Employer's  expense  the  same  medical  insurance,  dental
insurance,  life insurance, and disability insurance coverage, if any, which may
be offered to Employer's  other  full-time  employees under any benefit plans as
may be in effect from time to time.
 
      The  parties  acknowledge  that  Employee's  Base Salary has been set high
enough under this contract so that Employee may pay for life insurance. However,
Employee  shall have the right to determine  whether to maintain life  insurance
and use part of his Base  Salary to cover the  premiums  thereon,  or to use the
Base Salary for other purposes. Employer shall have no duty under this agreement
to give Employee any additional compensation to cover life insurance premiums or
to maintain any life insurance on Employee's life.
 
      12. Stock Options.
 
      As part of the  consideration  for entering this  agreement,  the Board of
Directors has agreed to grant 7,000 incentive stock options each year on January
1 of 2005,  2006,  2007 and 2008 at the then market value  provided  employee is
still  actively  employed by employer on each of said dates.  Each stock  option
grant will vest 25% on grant and 25% each year thereafter.
 
 
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<PAGE>
 
      13. Retirement Plan.
 
      Employee shall be entitled to participate in any retirement  plans offered
to other  employees of Employer such as Employee's  participation  in Employer's
401K plan.
 
      14. Printed Material.
 
      All  written,  printed,  visual or audio  materials  used by  Employee  in
performing  duties  for  Employer,  other  than  Employee's  personal  notes and
diaries,  are and shall  remain the property of Employer.  Upon  termination  of
employment on any basis, Employee shall return all such materials to Employer.
 
      15. Disclosure of Information.
 
      In the course of  employment,  Employee  may have  access to  confidential
information  and  trade  secrets  relating  to  Employer's  business.  Except as
required in the course of employment by Employer,  Employee  shall not,  without
Employer's prior written consent,  directly or indirectly disclose to anyone any
confidential  information  relating to Employer  or any  financial  information,
trade  secrets  or  "know-how"  which is  germane  to  Employer's  business  and
operations.  Employee recognizes and acknowledges that any financial information
concerning  any of Employer's  customers,  as it may exist from time to time, is
strictly confidential and is a valuable,  special and unique asset of Employer's
business.  Employee  shall  not,  either  before  or after  termination  of this
Agreement,  disclose to anyone said financial information,  or any part thereof,
for any reason or purposes whatsoever.
 
      16. Prohibited Activities and Investments.
 
      During  the  Term of this  Agreement,  Employee  shall  not,  directly  or
indirectly,  either as an  employee,  employer,  consultant,  agent,  principal,
partner, principal stockholder (i.e., ten percent or more) or corporate officer,
directly, or in any
 
 
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<PAGE>
 
other  individual  or  representative  capacity,  engage or  participate  in any
business competitive with that of Employer.
 
      17. Surety Bond.
 
      Employee  agrees to  furnish  all  information  and take any  other  steps
necessary to enable Employer to obtain and 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 Term of Employee's  employment.  The surety company issuing such bond
and the amount of the bond must be acceptable  to Employer.  All premiums on the
bond are to be paid by Employer.  If Employee  cannot  personally  qualify for a
surety bond at any time during the Term of this  Agreement,  Employer shall have
the option to terminate this Agreement immediately and said termination shall be
deemed to be a termination for cause.
 
      18. Moral Conduct.
 
      Employee  agrees to conduct himself at all times with due regard to public
conventions  and morals and to abide by and reflect in his personal  actions all
of the "core values" adopted by Employer and its subsidiaries from time to time.
Employee further agrees not to do or commit any act that will reasonably tend to
degrade him or to bring him into public  hatred,  contempt or ridicule,  or that
will reasonably tend to shock or offend any community in which Employer  engages
in business, or to prejudice Employer or the banking industry in general.
 
      19. Termination of Agreement.
 
            (a) Termination for Cause.
 
      Employer  reserves  the right to  terminate  this  Agreement  "for cause".
Termination  for cause  shall  include  termination  because of  Employee's  (i)
personal dishonesty, (ii) incompetence, (iii) willful misconduct, (iv) breach of
fiduciary  duty involving  personal  profit,  (v) material  breach of any of the
terms of this Agreement,  (vi)  substantial  failure to perform assigned duties,
(vii) willful violation of any law, rule or regulation (other than
 
 
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<PAGE>
 
traffic  violations or similar  offenses) or final  cease-and-desist  order,  or
(viii) the willful or permanent  breach by Employee of any  obligations  owed to
Employer pursuant to this Agreement. In addition, Employer reserves the right to
terminate  this  Agreement "for cause" in the event that actions are effected by
any regulatory  agency having  jurisdiction  to remove or suspend  Employee from
office,  or upon the directive of any such regulatory  agency that Employer must
remove  Employee as its Chief  Executive  Officer,  regardless  of whether  such
directive is given orally or in writing.
 
            (b) Statutory Grounds for Termination.
 
      Employee's  employment  under this Agreement shall  terminate  immediately
upon the occurrence of any of the following  events,  which events are described
in sections 2920 and 2921 of the California Labor Code:
 
                  (1)   The occurrence of circumstances  that make it impossible
                        or  impractical  for  the  business  of  Employer  to be
                        continued.
 
                  (2)   The death of Employee.
 
                  (3)   The loss of  Employee's  legal  capacity.  This does not
                        affect  Employee's  rights  under  Section  10  of  this
                        Agreement.
 
                  (4)   The loss by Employer of legal capacity to contract.
 
                  (5)   Subject to Section 10 of this  Agreement,  the continued
                        incapacity on the part of Employee under this Agreement,
                        unless waived by Employer.
 
            (c) Termination for Bankruptcy.
 
      This Agreement may be terminated immediately by either party at the option
of either party and without  prejudice to any other remedy to which either party
may be entitled at law, in equity or under this Agreement if either party:
 
 
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<PAGE>
 
                  (1)   Files a petition in bankruptcy court or is adjudicated a
                        bankrupt;
 
                  (2)   Institutes or suffers to be instituted against it or him
                        any procedure in bankruptcy court for  reorganization or
                        rearrangement of his financial affairs;
 
                  (3)   Has a  receiver  of his  assets  or  property  appointed
                        because of insolvency; or
 
                  (4)   Makes a general assignment for the benefit of creditors.
 
            (d) Automatic Termination in the Event of Acquisition of Employer.
 
      This Agreement shall automatically  terminate upon the consummation of any
event by which  substantially  all of the stock  and/or  assets of Employer  are
acquired by a person,  a group of  persons,  a  financial  institution  or other
entity,  and if the  acquiring  entity within a one (1) year period from date of
acquisition  no longer  desires that the  Executive  remain or if the  acquiring
entity substantially changes the title, salary or position of the Executive.
 
      In the event that  termination  should  occur,  Employee  shall receive an
acquisition payment ("Acquisition Payment") in the amount equal to eighteen (18)
months Base Salary at the then current rate of compensation.
 
      If  termination  occurs,  the  Employer  will  provide  Executive  benefit
continuation to include health, life and disability benefits during the eighteen
(18) month severance period.
 
      In the  event of any  such  acquisition  of  Employer  and the  consequent
automatic  termination  of  this  Agreement,  no  provision  contained  in  this
Agreement  should be  construed  to  prevent  Employee  from  negotiating  a new
employment
 
 
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<PAGE>
 
agreement with either  Employer or the acquiror of Employer,  should the parties
desire to do so.
 
      It is mutually agreed by the parties that the above-referenced Acquisition
Payment  shall be  received  by  Employee  in lieu of any and all claims  and/or
damages  which may be sustained by Employee due to the  acquisition  of Employer
and the termination of Employee's employment and will be accepted by Employee in
full satisfaction of all such claims and damages.
 
      20. Severance Pay.
 
      Upon early  termination of this Agreement (i) pursuant to Section 19(d) of
this Agreement,  (ii) by Employee for any reason,  (iii) by Employer "for cause"
(pursuant  to Section  19(a) of this  Agreement),  or (iv) because of the death,
incapacity or disability of Employee,  Employee  shall not receive any Severance
Payment of any sort or any bonus for the calendar year in which  termination  is
effected.
 
      The  parties  acknowledge  that it would be  difficult  to  determine  the
damages which  Employee would suffer if his employment is terminated by Employer
without  cause or on  statutory  grounds.  Therefore  it is agreed  that if this
agreement is  terminated  early by Employer on any basis other than those listed
in the first  paragraph of this Section 20, then  Employee  shall be entitled to
receive a cash payment  ("Severance  Payment") in the amount equal to one year's
Base Salary at the then current rate of compensation and benefit continuation to
include health, life and disability coverage for a period of one (1) year. It is
mutually  agreed by the parties that the payment of the cash  Severance  Payment
set forth  above  shall be  received  by  Employee in lieu of any and all claims
and/or  damages  which  may be  sustained  by  Employee  by  reason of his early
termination  and will be accepted by Employee in full  satisfaction  of all such
claims  and  damages  and as  payment  in full for all  benefits  received  from
Employee's  services.  The parties  understand and agree under no  circumstances
would Employee be entitled
 
 
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<PAGE>
 
to receive both the Acquisition  Payment  described in Subsection (2) of Section
19 and the Severance Payment described in this Section 20.
 
      21. Notices.
 
      Any notice to Employer required or permitted under this Agreement shall be
given in writing to Employer,  either by personal  service or by certified mail,
postage prepaid, addressed to the chairman of the Board of Directors of Employer
at its then  principal  place of business.  Any such notice to Employee shall be
given  in like  manner  and,  if  mailed,  shall be  addressed  to  Employee  at
Employee's  home  address  then shown on  Employer's  files.  For the purpose of
determining  compliance with any time limit in this Agreement, a notice shall be
deemed to have been duly given (a) on the date of service,  if personally served
on the party to whom notice is to be given,  or (b) the fifth business day after
mailing,  if  mailed to the  party to whom  notice is to be given in the  manner
provided in this Section.
 
      22. Nonassignability.
 
      Neither  this  Agreement  nor any  right or  interest  hereunder  shall be
assignable  by Employee,  his  beneficiaries  or legal  representatives  without
Employer's  prior  written  consent;  provided,  however,  that  nothing in this
Section 22 shall preclude (i) Employee from designating a beneficiary to receive
any  benefit   payable   hereunder  upon  his  death,  or  (ii)  the  executors,
administrators,  or other legal  representatives  of Employee or his estate from
assigning any rights hereunder to the person or persons entitled thereto.
 
      23. No Attachment.
 
      Except  as  required  by law,  no right to  receive  payments  under  this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge  or  hypothecation  or to  execution,
attachment,  levy or similar  process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.
 
 
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<PAGE>
 
      24. Binding Effect.
 
      This  Agreement  shall be  binding  upon,  and  inure to the  benefit  of,
Employee and Employer and their respective permitted successors and assigns.
 
      25. Modification and Waiver.
 
            (a) Amendment of Agreement.
 
      This  Agreement may not be modified or amended  except by an instrument in
writing signed by the parties hereto.
 
            (b) Waiver.
 
      No term or condition of this Agreement shall be deemed to have been waived
nor shall there be any estoppel against the enforcement of any provision of this
Agreement, except by written instrument of the party charged with such waiver or
estoppel.  No such written  waiver shall be deemed a  continuing  waiver  unless
specifically  stated therein,  and each such waiver shall operate only as to the
specific  term or  condition  for the  future or as to any act  other  than that
specifically  waived.  No delay in exercising any rights shall be construed as a
waiver,  nor shall a waiver on one occasion operate as a waiver of such right on
any future occasion.
 
      26. Entire Agreement.
 
      This Agreement supersedes any and all other agreements,  either oral or in
writing,  between the parties  hereto with respect to the employment of Employee
by Employer. This Agreement contains all of the covenants and agreements between
the parties with respect to such employment in any manner whatsoever. Each party
to this Agreement acknowledges that no representations, inducements, promises or
agreements,  orally 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,
 
 
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<PAGE>
 
statement or promise not contained in this Agreement shall be valid and binding.
 
      27. Partial Invalidity.
 
      If any  provision  in this  Agreement  is held  by a  court  of  competent
jurisdiction  to be invalid,  void or  unenforceable,  the remaining  provisions
shall nevertheless  continue in full force without being impaired or invalidated
in any way.
 
      28. Governing Law.
 
      This Agreement shall be governed by, and construed in accordance with, the
laws of the State of California.
 
      29. Injunctive Relief.
 
      Employer  and  Employee  acknowledge  and agree  that the  services  to be
performed under this Agreement are of a special, unique, unusual,  extraordinary
and  intellectual  character which give them a peculiar value, the loss of which
cannot be reasonably or adequately  compensated  in damages in an action at law.
Employer and Employee therefore  expressly agree that Employer and Employee,  in
addition  to any other  rights or  remedies  which  Employer  and  Employee  may
possess, shall be entitled to injunctive and other equitable relief to prevent a
breach of this Agreement by Employee and Employer.
 
      30. Bank Regulatory Agencies.
 
      The  obligations  and  rights  of  the  parties  hereunder  are  expressly
conditioned  upon the approval or  non-disapproval  of (i) this Agreement and/or
(ii)  Employee,  in the event such  approvals  are  required,  by those  banking
regulatory  agencies  which  have  jurisdiction  over  Employer  or  any  of its
subsidiaries.
 
 
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<PAGE>
 
      31. Duplicate Originals.
 
      This Agreement may be executed simultaneously in one or more counterparts,
each of which shall be deemed an original,  but all of which together constitute
one and the same instrument.
 
      IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement
on the day and year first above written.
 
      EMPLOYER:                           CAPITAL CORP OF THE WEST
 
 
 
      ______________________________      By____________________________________
      Date                                          Tom Van Groningen
                                                 Chairperson of the Board
 
 
 
      EMPLOYEE:
 
      ______________________________      By____________________________________
      Date                                            Thomas T. Hawker
                                                  Chief Executive Officer
 

#Top of the Document

 

EMPLOYMENT AGREEMENT

 

DATE:                                                           January 1, 2002

 

PARTIES:                                       CAPITAL CORP OF THE WEST, a California corporation, hereinafter referred to as “Employer”: and

 

THOMAS T. HAWKER, herein after referred to as “Employee”.

 

RECITALS:

 

1.               Employee is currently employed as the Chief Executive Officer of Employer under a written Employment Agreement dated September 12, 2000, which will expire at the close of business on December 31, 2001.

 

2.               The parties desire to enter into a new Employment Agreement for an additional three (3) year term.

 

AGREEMENT:

 

Employer hereby agrees to extend the employment of Employee, and Employee hereby accepts said extension of employment with Employer, upon terms and conditions hereinafter set forth.

 

1.                                       Duties.

 

Employee is hereby employed as the President and Chief Executive Officer of Employer.  Employee shall perform the customary duties of a Chief Executive Officer of a California bank holding company, including but not limited to, the supervision of Employer’s business and all subsidiary corporations and businesses owned or related to Employer and such kindred duties as may from time to time be reasonably requested of Employee by the Board of Directors of

 

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Employer.  As used herein the term “business of Employer” shall include the business of any Employer’s subsidiaries and related entities.

 

2.                                       Appointment to Board of Directors.

 

Employer hereby agrees that Employee shall remain a member of the Board of Directors of Employer for so long as Employee is elected to a position on the board by the shareholders of Employer, or until this agreement has been terminated.  During the period of Employee’s election to the Board of Directors, Employee shall serve as a member of any and all committees to which he is appointed, except the audit committee.  Employee also hereby agrees to accept appointment to other boards of directors and committees of subsidiary and related organizations of Employer.  Employee shall fulfill all of Employee’s duties as a board and committee member without additional compensation.  Upon the termination of this Agreement by either Employee or Employer, Employee agrees to immediately resign from the Board of Directors, from all committees and from all corporate offices of Employer and from all of Employer’s subsidiaries and related companies; further, all fringe benefits, such as insurance, shall be terminated on the last day of service of Employee, unless otherwise mandated by the terms of this Agreement, Employer’s personnel policy, or any other benefit policies in effect at the time of such termination.

 

3.                                       Term.

 

Provided Employee is still employed by Employer through December 31, 2001, this Agreement shall be effective for a period of thirty-six (36) months thereafter, and employment under this agreement shall commence on January 1, 2002 and unless sooner terminated as provided herein, shall end on December 31, 2004 (“Term”).

 

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4.                                       Extent of Service.

 

Employee shall donate his full time attention, and energies to the business of Employer, and shall not during the Term of this Agreement be engaged in any other business activities, except personal investments, without the prior written consent of Employer.

 

5.                                       Regular Compensation.

 

In consideration for the services which Employee is to render under this Agreement, Employer shall pay to Employee a base salary (“Base Salary”) of Two Hundred Sixty Thousand Dollars ($260,000).  The Base Salary shall be payable to Employee in equal semi-monthly installments on the fifteenth and last working day of each month during the period of employment.  Cost of living adjustments will be made effective January 1 of the second and third years in amounts indicated by the Consumer Price Index for the Western Urban Area published by the U.S. Department of Labor Statistics for the preceding twelve (12) months.

 

6.                                       Discretionary Incentive Compensation.

 

Employee shall be entitled to participate in any incentive programs which may be adopted from time to time by Employer for Employee.  Amounts awarded to Employee under any said incentive program shall be determined at the sole discretion of Employer, including the vesting of any incentive awards.  If either the Employer or Employee choose not to negotiate a subsequent Agreement, for reasons other than those included in paragraph 19, on the conclusion of this Agreement, the incentive award earned for the 2004 year will be paid in full as if Employee were still employed.

 

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7.                                       Business Expenses.

 

Employee shall be reimbursed for all ordinary and necessary, documented expenses reasonably incurred by Employee in connection with his employment associated with managing the business of Employer and other expenses which may be authorized from time to time by the Board of Directors of Employer, including expenses for club membership, entertainment, travel and similar items.  Travel and other expenses for attendance at conventions and banking education programs that are approved by the Board of Directors shall also be reimbursed.   Employer will pay for or will reimburse Employee for such expenses upon presentation by Employee from time to time of receipts evidencing such expenditures.

 

8.                                       Automobile.

 

Employer shall provide an automobile for the use of employee.  Employer shall pay all fuel, operating, maintenance and insurance costs associated with such automobile.  Employee shall be entitled to limited use of the automobile for personal use, but shall primarily use it for business purposes associated with his employment.  As the Chief Executive Officer of Employer, Employee has been provided an automobile for the convenience of Employer.  Employer expects the Employee will frequently visit Employer’s various business locations, customers, business partners, vendors, regulatory agencies, ratings and market making agencies and travel for various trade associations in which Employer is actively engaged.  For the security of the automobile, the convenience of the Employer, and the conservation of the time of Employee dedicated to the business of Employer, Employee agrees to garage the automobile at his personal residence.  Employee is authorized to commence his work travel as set forth above from such personal residence.

 

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9.                                       Vacation.

 

During the term of employment Employee shall be entitled to vacation leave at full salary at the discretion of Employee as time allows, so long as it is reasonable and does not jeopardize his responsibilities, of twenty (20) business days; provided that Employee shall take as a portion of his vacation at least ten (10) consecutive business days.

 

10.                                 Disability.

 

If employee becomes permanently disabled during the Term because of sickness, physical or mental disability, so that he is unable to perform his full duties hereunder, Employer agrees to continue the salary (i) ninety (90) days from commencement of the disability, (ii) until Employee is able to return to work, or (iii) when any payments commence to Employee under the separate Salary Continuation Agreement executed between the parties, whichever is less.

 

11.                                 Insurance.

 

Employer shall provide to Employee, his wife and qualifying children, during the Term at Employer’s expense the same medical insurance, dental insurance, life insurance, and disability insurance coverage, if any, which may be offered to Employer’s other full-time employees under any benefit plans as may be in effect from time to time.

 

The parties acknowledge that Employee’s Base Salary has been set high enough under this contract so that Employee may pay for life insurance.  However, Employee shall have the right to determine whether to maintain life insurance and use part of his Base Salary to cover the premiums thereon, or to use the Base Salary for other purposes.  Employer shall have no duty under this

 

5



 

agreement to give Employee any additional compensation to cover life insurance premiums or to maintain any life insurance on Employee’s life.

 

12.                                 Stock Options.

 

As part of the consideration for entering this agreement, the Board of Directors has agreed to grant 7,000 incentive stock options each year on January 1 of 2002, 2003, and 2004 at the then market value provided employee is still actively employed by employer on each of said dates.  Each stock option grant will vest 25% on grant and 25% each year thereafter.

 

13.                                 Retirement Plan.

 

Employer shall be entitled to participate in any retirement plans offered to other employees of Employer such as Employee’s participation in Employer’s 401K plan.

 

14.                                 Printed Material.

 

All written, printed, visual or audio materials used by Employee in performing duties for Employer, other than Employee’s personal notes and diaries, are and shall remain the property of Employer.  Upon termination of employment on any basis, Employee shall return all such materials to Employer.

 

15.                                 Disclosure of Information.

 

In the course of employment, Employee may have access to confidential information and trade secrets relating to Employer’s business.  Except as required in the course of employment by Employer, Employee shall not, without Employers’ prior written consent, directly or indirectly disclose to anyone any confidential information relating to Employer or any financial information, trade

 

6



 

secrets or “know-how” which is germane to Employer’s business and operations.  Employee recognizes and acknowledges that any financial information concerning any of Employers’ customers, as it may exist from time to time, is strictly confidential and is a valuable, special and unique asset of Employers’ business.  Employee shall not, either before or after termination of this Agreement, disclose to anyone said financial information, or any part thereof, for any reason or purposes whatsoever.

 

16.                                 Prohibited Activities and Investments.

 

During the Term of this Agreement, Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, principal stockholder (i.e., ten percent or more) or corporate officer, directly, or in any other individual or representative capacity, engage or participate in any business competitive with that of Employer.

 

17.                                 Surety Bond.

 

Employee agrees to furnish all information and take any other steps necessary to enable Employer to obtain and 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 Term of Employee’s employment.  The surety company issuing such bond and the amount of the bond must be acceptable to Employer.  All premiums on the bond are to be paid by Employer.  If Employee cannot personally qualify for a surety bond at any time during the Term of this Agreement, Employer shall have the option to terminate this Agreement immediately and said termination shall be deemed to be a termination for cause.

 

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18.                                 Moral Conduct.

 

Employee agrees to conduct himself at all times with due regard to public conventions and morals and to abide by and reflect in his personal actions all of the “core values” adopted by Employer and its subsidiaries from time to time.  Employee further agrees not to do or commit any act that will reasonably tend to degrade him or to bring him into public hatred, contempt or ridicule, or that will reasonably tend to shock or offend any community in which Employer engages in business, or to prejudice Employer or the banking industry in general.

 

19.                                 Termination of Agreement.

 

(a)          Termination for Cause.

 

Employer reserves the right to terminate this Agreement “for cause”.  Termination for cause shall include termination because of Employee’s (i) personal dishonesty, (ii) incompetence, (iii) willful misconduct, (iv) breach of fiduciary duty involving personal profit, (v) material breach of any of the terms of this Agreement, (vi) substantial failure to perform assigned duties, (vii) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and desist order, or (viii) the willful or permanent breach by Employee of any obligations owed to Employer pursuant to this Agreement.  In addition, Employer reserves the right to terminate this Agreement “for cause” in the event that actions are effected by any regulatory agency having jurisdiction to remove or suspend Employee from office, or upon the directive of any such regulatory agency that Employer must remove Employee as its Chief Executive Officer, regardless of whether such directive is given orally or in writing.

 

8



 

(b)         Statutory Grounds for Termination.

 

Employee’s employment under this Agreement shall terminate immediately upon the occurrence of any of the following events, which events are described in sections 2920 and 2921 of the California Labor Code:

 

1)                                      The occurrence of circumstances that make it impossible or impractical for the business of Employer to be continued.

 

2)                                      The death of Employee.

 

3)                                      The loss of Employee’s legal capacity.  This does not affect Employee’s rights under Section 10 of this Agreement.

 

4)                                      The loss by employer of legal capacity to contract.

 

5)                                      Subject to Section 10 of this Agreement, the continued incapacity on the part of Employee under this Agreement, unless waived by Employer.

 

(c)          Termination for Bankruptcy.

 

This Agreement may be terminated immediately by either party at the option of either party and without prejudice to any other remedy to which either party may be entitled at law, in equity or under this Agreement if either party:

 

1)                                      Files a petition in bankruptcy court or is adjudicated a bankrupt;

 

2)                                      Institutes or suffers to be instituted against it or him any procedure in bankruptcy court for reorganization or rearrangement of his financial affairs;

 

3)                                      Has a receiver of his assets or property appointed because of insolvency; or

 

4)                                      Makes a general assignment for the benefit of creditors.

 

9



 

(d)         Automatic Termination in the Event of Acquisition of Employer.

 

This Agreement shall automatically terminate upon the consummation of any event by which substantially all of the stock and/or assets of Employer are acquired by a person, a group of persons, a financial institution or other entity, and if the acquiring entity within a one (1) year period from date of acquisition no longer desires that the Executive remain or if the acquiring entity substantially changes the title, salary or position of the Executive.

 

In the event that termination should occur, Employee shall receive an acquisition payment (“Acquisition Payment”) in the amount equal to eighteen (18) month severance period.

 

In the event of any such acquisition of Employer and the consequent automatic termination of this Agreement, no provision contained in this Agreement should be construed to prevent Employee from negotiating a new employment agreement with either Employer or the acquirer of Employer, should the parties desire to do so.

 

It is mutually agreed by the parties that the above-referenced Acquisition Payment shall be received by Employee in lieu of any and all claims and/or damages which may be sustained by Employee due to the acquisition of Employer and the termination of Employee’s employment and will be accepted by Employee in full satisfaction of all such claims and damages.

 

20.                                 Severance Pay.

 

Upon early termination of this Agreement (i) pursuant to Section 19(d) of this Agreement, (ii) by Employee for any reason, (iii) by Employer “for cause” (pursuant to Section 19(a) of this Agreement), or (iv) because of the death, incapacity or disability of Employee, Employee shall not receive any Severance

 

10



 

Payment of any sort or any bonus for the calendar year in which termination is effected.

 

The parties acknowledge that it would be difficult to determine the damages which Employee would suffer if his employment is terminated by Employer without cause or on statutory grounds.  Therefore it is agreed that if this agreement is terminated early by Employer on any basis other than those listed in the first paragraph of this Section 20, then Employee shall be entitled to receive a cash payment (“Severance Payment”) in the amount equal to one year’s Base Salary at the then current rate of compensation and benefit continuation to include health, life and disability coverage for a period of one (1) year.  It is mutually agreed by the parties that the payment of the cash Severance Payment set forth above shall be received by Employee by reason of his early termination and will be accepted by Employee in full satisfaction of all such claims and damages and as payment in full for all benefits received from Employee’s services.  The parties understand and agree under no circumstances would Employee be entitled to receive both the Acquisition Payment described in Subsection (2) of Section 19 and the Severance Payment described in this Section 20.

 

21.                                 Notices.

 

Any notice to Employer required or permitted under this agreement shall be given in writing to Employer, either by personal service or by certified mail, postage prepaid, addressed to the chairman of the Board of Directors of Employer at its then principal place of business.  Any such notice to Employee shall be given in like manner and, if mailed, shall be addressed to Employee at Employee’s home address then shown on Employer’s files.  For the purpose of determining compliance with any time limit in this Agreement, a notice shall be deemed to have been duly given, or (b) the fifth business day after mailing, if

 

11



 

mailed to the party to whom notice is to be given in the manner provided in this Section.

 

22.                                 Nonassignability.

 

Neither this Agreement nor any right or interest hereunder shall be assignable by Employee, his beneficiaries or legal representative without Employer’s prior written consent; provided, however, that nothing in this Section 22 shall preclude (i) Employee from designating a beneficiary to receive any benefit payable hereunder upon his death, or (ii) the executors, administrators, or other legal representatives of Employee or his estate from assigning any rights hereunder to the person or persons entitled thereto.

 

23.                                 No Attachment.

 

Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

 

24.                                 Binding Effect.

 

The Agreement shall be binding upon, and inure to the benefit of, Employee and Employer and their respective permitted successors and assigns.

 

12



 

25.                                 Modification and Waiver.

 

(a)          Amendment of Agreement.

 

This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

 

(b)         Waiver.

 

No term or condition of this Agreement shall be deemed to have been waived nor shall there be any estoppels against the enforcement of any provision of this Agreement, except by written instrument of the party charge with such waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition for the future or as to any act other than that specifically waived.  No delay in exercising may right shall be construed as a waiver, nor shall a waiver on one occasion operate as a waiver of such right on any future occasion.

 

26.                                 Entire Agreement.

 

This Agreement supersedes any and all agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer.  This Agreement contains all of the covenants and agreements between the parties with respect to such employment in any manner whatsoever.  Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally 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.

 

27.                                 Partial Invalidity.

 

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

 

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28.                                 Governing Law.

 

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California.

 

29.                                 Injunctive Relief.

 

Employer and Employee acknowledge and agree that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character which give them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law.  Employer and Employee therefore expressly agree that Employer and Employee, in addition to any other rights or remedies which Employer and Employee may possess, shall be entitled to injunctive and other equitable relief to prevent a breach of this Agreement by Employee and Employer.

 

30.                                 Bank Regulatory Agencies.

 

The obligations and rights of the parties hereunder are expressly conditioned upon the approval or non-disapproval of (i) this Agreement and/or (ii) Employee, in the event such approvals are required, by those banking regulatory agencies which have jurisdiction over Employer or any of its subsidiaries.

 

31.                                 Duplicate Originals.

 

This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

 

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written.

 

 

EMPLOYER:

CAPITAL CORP OF THE WEST

 

 

 

By:

/s/ James W. Tolladay

 

 

 

James W. Tolladay

 

 

Chairperson of the Board

 

 

 

 

EMPLOYEE:

/s/ Thomas T. Hawker

 

 

 

Thomas T. Hawker

 

 

 

 

 

 

 

15

#Top of the Document

 

                                                                    Exhibit 99.1
 
                            CAPITAL CORP OF THE WEST
 
                               SEVERANCE AGREEMENT
 
This Severance Agreement is entered into as of the ____day of _________, 2004 by
and between Capital Corp of the West (CCOW) and ___________________.
 
I. Term Of Agreement
 
The initial term of this Agreement shall be for a period of two years,
commencing __________, 2004. On the first anniversary this Agreement, and on
each anniversary thereafter, the Agreement shall be extended automatically for
one additional year unless CCOW's Board of Directors gives notice to the
Executive in writing at least ninety (90) days before the anniversary that the
term of this Agreement will not be extended. If the Board of Directors
determines not to extend the term, it shall promptly notify the Executive.
Unless terminated earlier, this Agreement shall terminate when the Executive
reaches age sixty-five (65) or such age as shall be mutually agreed upon by the
Executive and Board. If the Board of Directors decides not to extend the term of
this Agreement, this Agreement shall nevertheless remain in force until its term
expires.
 
II. Change In Control Combined With Employment Termination
 
Termination of Executive Within One Year After a Change in Control.
 
If a Change in Control occurs during the term of this Agreement and if either of
the following also occurs, the Executive shall be entitled to severance
benefits.
 
      1)    Involuntary Termination Without Cause: the Executive's employment
            with CCOW and Subsidiaries is involuntarily terminated within one
            year after a Change in Control, except for termination under Section
            6 (page 5) of this Agreement. For purposes of this Agreement,
            "Subsidiary" means any entity in which CCOW directly or indirectly
            beneficially owns 50% or more of the outstanding voting securities,
            or
 
      2)    Voluntary Termination for Good Reason: the Executive terminates
            his/her employment with CCOW and Subsidiaries for Good Reason (as
            defined in Section 5 - page 4) within one year after a Change in
            Control.
 
      If the Executive is removed from office or if his/her employment
      terminates after discussions with a third party regarding a Change in
      Control commence, and if those discussions ultimately conclude with a
      Change in Control, then for purposes of this Agreement the removal of the
      Executive or termination of his/her employment shall be deemed to have
      occurred after the Change in Control.
 
Definition of Change in Control. For purposes of this Agreement, "Change in
Control" means any of the following events occur -
 
      1) Merger: CCOW merges into or consolidates with another corporation, or
      merges another corporation into CCOW, and as a result less than a majority
      of the combined voting power of the resulting corporation immediately
      after the merger or consolidation is held by persons who were stockholders
      of CCOW immediately before the merger or consolidation. For purposes of
      this Agreement, the term "person" means an individual, corporation,
      partnership, trust, association, joint venture, pool, syndicate, sole
      proprietorship, unincorporated organization, or other entity,
 
      2) Acquisition of Significant Share Ownership: a report on Schedule 13D,
      Schedule TO, or another form or schedule (other than Schedule 13G), is
      filed or is required to be filed under Sections 13(d) or 14(d) of the
      Securities Exchange Act of 1934, if the schedule discloses that the filing
      person or persons acting in concert has or have become the beneficial
      owner of 25% or more of the combined voting power of CCOW's voting
      securities (but this clause shall not apply to beneficial ownership of
      voting shares held by a subsidiary in a fiduciary capacity or beneficial
      ownership of voting shares held by an employee benefit plan of CCOW),
 
      3) Change in Board Composition: during any period of two consecutive
      years, individuals who constitute CCOW's board of directors at the
      beginning of the two-year period cease for any reason to constitute at
      least a majority thereof; provided, however, that for purposes of this
      clause each director who is first elected by the board (or first nominated
      by the board for election by stockholders) by a vote of at least
      two-thirds of the directors who were directors at the beginning of the
      period shall be deemed to have been a director at the beginning of the
      two-year period, or
 
      4) Sale of Assets: CCOW sells to a third party substantially all of CCOW's
      assets. For purposes of this Agreement, sale of substantially all of
      CCOW's assets includes sale of the shares or assets of the Bank alone.
 
III. Severance Benefits
 
Severance. The benefits to which the Executive is entitled under Sections 1 and
2 (page 1) are -
 
      1) Lump Sum Payment: CCOW shall make a lump sum payment to the Executive
      in an amount in cash equal to the Executive's annual compensation. For
      purposes of this Agreement, annual compensation means (a) the Executive's
      annual base salary on the date of the Change in Control or the Executive's
      termination of employment (at whichever date the Executive's current
      annual base salary is greater), plus (b) the average of the bonuses and
      incentive compensation earned for the three calendar years immediately
      preceding the year in which the Change in Control occurs, regardless of
      when the bonus or incentive compensation is paid. CCOW recognizes that the
      bonus and incentive compensation earned by the Executive for a particular
      year's service might be paid in the year after the calendar year in which
      the bonus or incentive compensation is earned. The amount payable to the
      Executive hereunder shall not be reduced to account for the time value of
      money or discounted to present value. The payment required under this
      Section is payable no later than 15 business days after the date the
      Executive's employment terminates. If the Executive terminates employment
      for Good Reason, the date of termination shall be the date specified by
      the Executive in his/her notice of termination.
 
      2) Benefit Plans: CCOW shall cause the Executive to become fully vested in
      any qualified and non-qualified plans, programs or arrangements in which
      the Executive participated if the plan, program, or arrangement does not
      address the effect of a change in control. CCOW also shall contribute or
      cause a subsidiary to contribute to the Executive's CCOW Bank 401(k)
      Profit Sharing Plan account the matching and voluntary contributions, if
      any, that would have been made had the Executive's employment not
      terminated before the end of the plan year.
 
      3) Insurance Coverage: CCOW shall cause to be continued life, health and
      disability insurance coverage substantially identical to the coverage
      maintained for the Executive before his termination. The insurance
      coverage
      may cease when the Executive becomes employed by another employer or 12
      months after the Executive's termination, whichever occurs first. At the
      end of the 12-month period, the Executive shall have the option to
      continue health insurance coverage at his own expense for a period not
      less than the number of months by which the Consolidated Omnibus Budget
      Reconciliation Act (COBRA) continuation period exceeds 12 months.
 
      4) No Mitigation Required: CCOW hereby acknowledges that it will be
      difficult and could be impossible (1) for the Executive to find reasonably
      comparable employment after his employment terminates, and (2) to measure
      the amount of damages the Executive suffers as a result of termination.
      Additionally, CCOW acknowledges that its general severance pay plans do
      not provide for mitigation, offset or reduction of any severance payment
      received there under. Accordingly, CCOW further acknowledges that the
      payment of severance benefits by CCOW under this Agreement is reasonable
      and will be considered liquidated damages, and the Executive shall not be
      required to mitigate the amount of any payment provided for in this
      Agreement by seeking other employment nor will any profits, income,
      earnings or other benefits from any source whatsoever create any
      mitigation, offset, reduction or any other obligation on the part of the
      Executive hereunder or otherwise.
 
      5) Good Reason: For purposes of this Agreement, "Good Reason" means the
      occurrence of any of the following events or conditions without the
      Executive's written consent -
 
            (a)   Reduction in Base Salary: Reduction in the Executive's base
                  salary, or
 
            (b)   Reduced or Discontinued Participation in Bonus, Incentive,
                  Compensation, and Other Plans: Reduction of the Executive's
                  bonus, incentive, and other compensation award opportunities
                  under CCOW's or Subsidiary's benefit plans, unless a
                  company-wide reduction of all officers' award opportunities
                  occurs simultaneously, or termination of the Executive's
                  participation in any officer or employee benefit plan
                  maintained by CCOW or Subsidiary, unless the plan is
                  terminated because of changes in law or loss of tax
                  deductibility to CCOW for contributions to the plan, or unless
                  the plan is terminated as a matter of policy applied equally
                  to all participants, or
 
            (c)   Reduced Responsibilities or Status: Assignment to the
                  Executive of duties or responsibilities that are materially
                  inconsistent with the Executive's duties and responsibilities
                  immediately before the Change in Control, or any other action
                  by CCOW or its successor that results in a material reduction
                  or material adverse change in the Executive's position,
                  authority, duties or responsibilities, or
 
            (d)   Failure to Obtain Assumption Agreement: Failure to obtain an
                  assumption of CCOW obligations under this Agreement by any
                  successor to CCOW, regardless of whether such entity becomes a
                  successor as a result of a merger, consolidation, sale of
                  assets, or other form of reorganization, or
 
            (e)   Relocation of the Executive: Relocation of the CCOW's
                  principal executive offices, or requiring the Executive to
                  change his principal work location, to any location that is
                  more than 50 miles from the location CCOW's principal
                  executive offices on the date of this Agreement.
 
      6)    Termination For Which No Severance Benefits Are Payable.
 
            (a)   No Severance for Termination for Cause. Anything in this
                  Agreement to the contrary notwithstanding, under no
                  circumstance shall the Executive be entitled to severance
                  benefits if his employment terminates for Cause. For purposes
                  of this Agreement, "Cause" means the Executive shall have
                  committed any of the following acts -
 
                  1) Fraud, Embezzlement, Theft or Other Crime: an act of fraud,
                  embezzlement, or theft while employed by CCOW or a Subsidiary,
                  or conviction of the Executive for or plea of nolo contendere
                  to a felony or conviction of or plea of nolo contendere to a
                  misdemeanor involving moral turpitude, or the actual
                  incarceration of the Executive for 45 consecutive days or
                  more, or
 
                  2) Negligence and Other Actions: gross negligence,
                  insubordination, disloyalty, or dishonesty in the performance
                  of his duties as an officer of CCOW or Subsidiary; willful or
                  reckless failure by the Executive to adhere to CCOW's or
                  Subsidiary's written policies; intentional wrongful damage by
                  the Executive to the business or
                  property of CCOW, including without limitation its reputation,
                  which in CCOW's sole judgment causes material harm to CCOW;
                  breach by the Executive of hi/her fiduciary duties to CCOW and
                  its stockholders, whether in hi/hers capacity as an officer or
                  as a director of CCOW or Subsidiary,
 
                  3) Removal: removal of the Executive from office or permanent
                  prohibition of the Executive from participating in the Bank's
                  affairs by an order issued under section 8(e)(4) or (g)(1) of
                  the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or
                  (g)(1), or
 
                  4) Disclosure of Trade Secrets: intentional wrongful
                  disclosure of secret processes or confidential information of
                  CCOW or affiliates, which in CCOW's sole judgment causes
                  material harm to CCOW or affiliates, or
 
                  5) Termination for Cause under an Employment Agreement: any
                  actions that have caused the Executive to be terminated for
                  cause under any employment agreement existing on the date
                  hereof or hereafter entered into between the Executive and
                  CCOW or a Subsidiary, or
 
                  6) Exclusion from Fidelity Coverage: the occurrence of any
                  event that results in the Executive being excluded from
                  coverage, or having coverage limited for the Executive as
                  compared to other executives of CCOW or affiliates, under a
                  blanket bond or other fidelity or insurance policy covering
                  directors, officers, or employees.
 
            Definition of "Intentional": For purposes of this Agreement, no act
            or failure to act on the part of the Executive shall be deemed to
            have been intentional if it was due primarily to an error in
            judgment or negligence. An act or failure to act on the Executive's
            part shall be considered intentional if it is not in good faith and
            if it is without a reasonable belief that the action or failure to
            act is in the best interests of CCOW. Any act or failure to act
            based upon authority granted by resolutions duly adopted by the
            board of directors or based upon the advice of counsel for CCOW
            shall be conclusively presumed to be in good faith and in the best
            interests of CCOW.
 
                  7) No Severance under this Agreement for the Executive's Death
                  or Disability. Anything in this Agreement to the contrary
                  notwithstanding, under no circumstance shall the Executive be
                  entitled to severance benefits under this Agreement if -
 
                        1) Death: the Executive dies while actively employed by
                        CCOW or a Subsidiary, or
 
                        2) Disability: the Executive becomes totally disabled
                        while actively employed by CCOW or a Subsidiary. For
                        purposes of this agreement, the term "totally disabled"
                        means that because of injury or sickness, the Executive
                        is unable to perform his duties. The benefits, if any,
                        payable to the Executive or his beneficiary(ies) or
                        estate relating to his/her death or disability shall be
                        determined solely by such benefit plans or arrangements
                        as CCOW or Subsidiary may have with the Executive
                        relating to death or disability, not by this Agreement.
 
It is mutually agreed by the parties that the above referenced Severance Payment
shall be received by Employee in lieu of any and all claims and/or damages which
may be sustained by Employee due to the acquisition of Employer and the
termination of Employee's employment and will be accepted by Employee in full
satisfaction of all such claims and damages.
 
IV. Notices
 
Any notice to Employee required or permitted under this Agreement shall be given
in writing to Employee, either by personal service or by certified mail, postage
prepaid, and if mailed, shall be addressed to Employee at Employee's home
address then shown on Employer's files. For the purpose of determining
compliance with any time limit in this Agreement, a notice shall be deemed to
have been duly given (a) on the date of service, if personally served on the
party to whom notice is to be given, or (b) the fifth business day after
mailing, if mailed to the party to whom notice is to be given in the manner
provided in this Section.
 
V. Nonassignability
 
Neither this Agreement nor any right or interest hereunder shall be assignable
by Employee, his beneficiaries or legal representatives without Employer's prior
written consent; provided, however, that nothing in this Section shall preclude
Employee from designating a beneficiary to receive any benefit payable hereunder
upon his/her death, or the executors, administrators, or other legal
representatives of Employee or his estate from assigning any rights hereunder to
the person or persons entitled thereto.
 
VI. No Attachment
 
Except as required by law, no right to receive payments under this Agreement
shall be subject to anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge or hypothecation or to execution, attachment, levy
or similar process or assignment by operation of law, and any attempt, voluntary
or involuntary, to effect any such action shall be null, void and of no effect.
 
VII. Binding Effect.
 
This Agreement shall be binding upon, and inure to the benefit of, Employee and
Employer and their respective successors.
 
VIII. Modification and Waiver
 
      (a) Amendment of Agreement.
 
This Agreement may not be modified or amended except by an instrument in writing
signed by the parties hereto.
 
      (b) Waiver.
 
No term or condition of this Agreement shall be deemed to have been waived nor
shall there be any estoppel against the enforcement of any provision of this
Agreement, except by written instrument of the party charged with such waiver or
estoppel. No such written waiver shall be deemed a continuing waiver unless
specifically stated therein, and each such waiver shall operate only as to the
specific term or condition for the future or as to any act other than that
specifically waived. No delay in exercising any rights shall be construed as a
waiver, nor shall a waiver on one occasion operate as a waiver of such right on
any future occasion.
 
IV. Entire Agreement
 
This Agreement supersedes any and all other agreements, either oral or in
writing, between the parties hereto with respect to this Severance Agreement and
contains all of the covenants and agreements between the parties with respect to
this Severance Agreement. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally 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.
 
X. Partial Invalidity
 
If any provision in this Agreement is held by a court of competent jurisdiction
to be invalid, void or unenforceable, the remaining provisions shall
nevertheless continue in full force without being impaired or invalidated in any
way.
 
XI. Governing Law
 
This Agreement shall be governed by, and construed in accordance with, the laws
of the State of California.
 
XII. This Agreement Is Not An Employment Contract
 
The parties hereto acknowledge and agree that (a) this Agreement is not an
employment agreement and (b) nothing in this Agreement shall give the Executive
any right or impose any obligations to continued employment by CCOW, nor shall
it give CCOW any rights or impose any obligations for the continued performance
of duties by the Executive for CCOW or any subsidiary or successor of CCOW.
 
In witness whereof, the parties hereto have duly executed this Agreement on the
day and year first above written.
 
 
                                       9
<PAGE>
 
EMPLOYER                                      CAPITAL CORP OF THE WEST
 
----------------------------------            ----------------------------------
Date                                          Name
 
EMPLOYEE
 
----------------------------------            ----------------------------------
Date                                          Name
 
 
                                       10

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