/s/ Arthur Chatham

EX-10.19 96 ex10_19.htm EXHIBIT 10.19 Unassociated Document
Exhibit 10.19
 
November 15, 2010
 
Kit M. Cole
32 Heron Drive
Mill Valley, Ca. 94941
 
RE: Offer of Employment: Chief Executive Officer Circle Bancorp
 
Dear Kit:
 
Circle Bank is pleased to offer you this new offer of employment for the position of Chief Executive Officer (CEO), reporting to the Board of Directors of Circle Bancorp. This offer replaces your previous offer of employment dated November 5, 2009, and shall become effective on November 17, 2010. As before, this is an exempt position carrying considerable responsibility and is integral to our continued business development and success. This Letter formally presents the specifics of your employment with important details that have been modified from those of your previous employment contract:
 
 
Title:
Chief Executive Officer, Circle Bancorp
 
Duties:
Direct the Growth and Acquisition Activities and Capital Raising Activities of the Firm
 
Rate of Pay:
$175,000 annual base salary (14,583.33 monthly)
 
Status:
Regular, Employee; Exempt
 
Supervisor:
Board of Directors Circle Bancorp
 
Start Date:
As described above
 
Location:
Novato
 
Benefits:
In accordance with company policies as specified in the Employee Handbook, plan guidelines, and elsewhere from time to time. Also, note any exceptions to policy agreed to during negotiations.
 
Professional Contribution
 
You agree that you will, at all times and to the best of your abilities, loyally and conscientiously perform all of the duties and obligations required of you pursuant to the express and implicit terms of this Letter, and to the reasonable satisfaction of the Company.
 
At-Will Employment Status
 
Your employment with the Company is “at-will” and will continue only so long as continued employment is mutually agreeable to you and the Company. Either you or the Company may terminate the employment relationship at any time, for any reason, with or without notice or cause.
 
 
 
 
 
Kit M. Cole
Page 2
 
 
Compensation
  
       
 
1.
Base Salary. You will be paid a monthly Base Salary of $14,583.33. Your salary will be payable in two equal payments per month pursuant to the Company’s regular payroll policy.
       
 
2.
Bonus.
       
   
Cash Compensation:
       
   
●
1% of the amount of the capital raised which includes, but is not limited to, the issuance of common and preferred stock, with or without convertible features, warrants, options, and contingent features, based upon the value of capital to be at book value of Circle Bancorp. The percent of bonus shall be decreased or increased in direct proportion to the amount below or above the value of the raised capital in relation to book value. The maximum amount of the bonus for capital raising shall be $500,000. Bonuses are calculated ratably and are payable at the close of each transaction upon approval of the payment by the Board of Directors.
       
   
●
$175,000/$100 million in assets, deposits, branches, financial institutions, including FDIC assisted transactions, but excluding stand alone loan purchases, for managing Board approved acquisitions. The maximum amount of the bonus for acquisitions shall be $875,000. Bonuses are calculated ratably and are payable at the close of each transaction upon the approval of the payment by the Board of Directors.
       
   
●
Auto allowance – The Company will pay $500 per month for a car allowance.
       
 
3.
Warrants (or equivalent)
       
   
●
16,667 warrants (or warrant equivalents) entitling the holder to acquire up to 16,667 shares of common stock at an exercise price of $9.481 exercisable until November 5, 2019, to be issued ratably with the cash bonuses, allocated at 41.67% available for leading the capital raise and 58.33% for closing acquisitions as those Performance Goals are met. Warrants for the capital raise shall be fully vested based upon a threshold of $10 million dollars. Warrants for acquisitions shall be fully vested based upon a threshold of $150 million dollars.
 
1 Based upon the book value per share of $1.58 as of September 30, 2009 and adjusted to reflect a subsequent reverse stock split of 1 to 6
 
 
 
 
 
Kit M. Cole
Page 3
 
Benefits
 
The Company will provide you with a benefit package that includes, but is not limited to, health and dental benefits that begins upon the date of hire in addition to holidays, and paid time off (e.g., vacation, sick time.) The details of the Company’s health and welfare benefit policies are described in a separate letter, and any applicable Summary Plan Descriptions.

 
1.
Paid Holidays. The Company has identified 10 days of paid holiday benefits per calendar year.
     
 
2.
Paid Time Off (PTO). The Company recognizes the importance of time off for vacation, illness or to attend personal commitments. You will be eligible to accrue 13.33 hours of paid vacation per month (20 days per full year worked). In addition you will be eligible for a grant of 4 hours of paid sick time per month.
     
 
3.
401K. The Company will match up to 5% of employee contribution per the guidelines of the Plan.
 
Confidential Information and Invention Assignment Agreement
 
Your acceptance of this offer and commencement of employment with the Company is contingent upon the maintenance of an executed copy of the Confidential Information and Invention Assignment Agreement and the “Proprietary Agreement” signed copies of which are currently on file.
 
Arbitration
 
You agree to make arbitration the exclusive remedy for the resolution of any disputes, which may arise between the Company and you. Your signature below and on the enclosed Dispute Resolution/Arbitration Agreement confirms your agreement to utilize the arbitration procedure specified in both the Employment Application and the Employee Handbook for resolution of any disputes related to your employment. Please take the time necessary to review these policies, and ask any questions before signing this document and the Dispute Resolution/Arbitration Agreement.
 
Kit, we are delighted to be able to extend this new offer of employment to you and sincerely feel Circle Bancorp can provide you with the opportunity to achieve rewarding results for both you and the Company. Please contact me with any questions. We look forward to continuing to work with you.
 
Sincerely,
 
/s/ Arthur Chatham  
 
Arthur Chatham, Chairman, Compensation Committee
Board of Directors of Circle Bancorp
 
 
 
 
 
Kit M. Cole
Page 4
 
The undersigned individually hereby accepts the Company’s employment offer as detailed above. The undersigned acknowledges that there is no agreement between the Company and the undersigned for any definite period of employment and that the undersigned’s employment may be terminated at any time, with or without cause.
 
SIGNATURE:
/s/ Kit M. Cole
  
DATE:
11/15/2010
         
PRINT NAME:
Kit M. Cole