Retention Bonus And Insurance Benefits Plan

EXHIBIT 10.19


RETENTION BONUS AND INSURANCE
BENEFITS PLAN AGREEMENT


Effective as of the 5th day of February, 1997 ("Effective Date"), FIRST REPUBLIC SAVINGS BANK, a Nevada corporation (the "COMPANY"), and its parent, FIRST REPUBLIC BANCORP INC., a Delaware corporation (the "HOLDING COMPANY"), hereby create this RETENTION BONUS AND INSURANCE BENEFITS PLAN AGREEMENT (the "Benefits Plan"). This Benefits Plan is intended to provide Company and Holding Company employees (each, an "Employee") with the compensation and benefits described herein upon the occurrence of specific events.


Certain capitalized terms used in this Benefits Plan are defined in Article 4.


Reference herein to the rights and obligations of the Company with respect to its Employees shall also be deemed to be the rights and obligations of the Holding Company with respect to its Employees.


The Company hereby agrees for the benefit of each Employee as follows:


ARTICLE 1


EMPLOYMENT BY THE COMPANY


1.1 Each Employee shall be eligible for the benefits herein set forth on the Effective Date (if such Employee is employed by the Company on that date), or on the date upon which a person subsequently is employed by the Company during the term of this Benefits Plan.


1.2 This Benefits Plan shall remain in full force and effect for the two year period specified in Article 5; provided, however, that the rights and obligations contained in Articles 2 through 5 shall survive for the longer of (i) two (2) years from the Effective Date of the Benefits Plan or (ii) one (1) year following a Change in Control (as hereinafter defined) or such later period as may be required so that all benefits to which Employee is entitled under this Benefits Plan are paid or otherwise provided to Employee.


1.3 The Company wishes to set forth specified compensation and benefits which Employee shall be entitled to receive in the event that there is a Change in Control. Such compensation and benefits are in addition to any other compensation and benefits an Employee may be eligible to receive in the event of a Change in Control or events related thereto as may be provided for in any other plan or agreement.


1.4 The duties and obligations of the Company to Employee under this Benefits Plan shall be in consideration for Employee's services to the Company and Employee's continued employment with the Company.


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ARTICLE 2


BENEFITS


2.1 ENTITLEMENT TO BENEFITS. Upon the occurrence of the events herein described, the Company shall pay Employee the compensation and benefits described in this Article 2.


Payment of any benefits described in this Article 2 shall be subject to the restrictions and limitations set forth in Article 3.


2.2 RETENTION BONUS.


2.2.1 Each Employee, other than Senior Management Employees, shall be entitled to receive a bonus (the "Retention Bonus") in the event that he or she remains employed with the Company for a period of at least four months from the date of a Change in Control. For exempt, salaried Employees, the amount of the Retention Bonus shall be equal to 15% of the sum of: (i) the Employee's current Annual Base Salary (as of the date of the Change in Control); and (ii) the Employee's Bonus earned for the calendar year immediately preceding the date of the Change in Control. For example, if the Employee's Annual Base Salary is $50,000 and the Bonus earned for the prior calendar year was $10,000, the Employee's Retention Bonus would be 15% of $60,000, or $9,000. For each non- exempt, hourly wage Employee, the Retention Bonus shall be equal to 15% of his or her annualized compensation (determined as of the date of Change in Control by the Company's Chief Financial Officer in consultation with the Company's independent auditors). The Retention Bonus shall be paid in a lump sum (after deduction of applicable withholding taxes) to each Employee who has remained employed by the Company for the requisite four month period, within 30 days after the expiration of said four month period. Nothing herein shall require the Company or its successor to continue any Employee's employment with the Company for any period of time after a Change in Control, or otherwise changes each such Employee's at will employment status. In the event the Employee is not employed by the Company for the entire four month period (for any reason, including but not limited to termination of employment), a Retention Bonus will not be paid to said Employee.


DEATH OF AN EMPLOYEE. If an Employee dies after becoming eligible to receive the payment of the Retention Bonus, but before such benefit is paid to the Employee, such Retention Bonus shall be paid to the Employee's surviving spouse or, if there is no surviving spouse, to the Employee's estate.


2.2.2 Automatically upon a Change in Control, the Company or its successor shall be obligated to provide the following benefits to each Senior Management Employee: Medical (including dental) insurance benefits, disability insurance benefits, and life insurance benefits which as to scope and cost are either identical to the benefits available to said Senior Management Employees (and their children, dependents and other covered family members) immediately prior to the date of the Change in Control, or identical to the benefits available to senior management of the entity acquiring the Company as of the date of the Change in Control, whichever is the greater benefit to the Senior Management Employee. This obligation to provide medical, disability and life insurance benefits to said Senior Management Employees and his/her children, dependents and other covered family members shall continue with respect to any such Senior Management Employee until he/she reaches the age of 65, and irrespective of whether or not any such Senior Management Employee remains in the employ of the Company or its successor entity. For purposes of this provision, the reference to "life insurance benefits"


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shall not include the Equitable Split Dollar Life Insurance Plan benefit currently provided by the Company to certain of said Senior Management Employees. The Senior Management Employees shall not be required to mitigate damages or the amount of any payment provided under this Benefits Plan by seeking other employment or otherwise. In the event a Senior Management Employee is no longer employed by the Company or its successor and subsequently elects other medical and/or other disability insurance, the obligation of the Company or its successor shall cease, but only as to the type of insurance so elected by the Senior Management Employee.


2.3 BASIS OF PAYMENTS. All benefits under this Benefits Plan shall be paid by the Company. This Benefits Plan shall be unfunded, and benefits hereunder shall be paid only from the general assets of the Company.


ARTICLE 3


LIMITATIONS; OTHER RIGHTS; NON-ALIENATION


3.1 LIMITS IMPOSED BY APPLICABLE BANKING LAW. Notwithstanding any other provision of this Benefits Plan to the contrary, the Company shall not be obligated under this Benefits Plan to pay any benefit to the extent that such payment would violate any prohibition or limitation on termination payments under any applicable federal or state statute, rule or regulation promulgated, or effective order issued, by any federal or state regulatory agency having jurisdiction over the Company. Without limiting the foregoing, the Company acknowledges that the Federal Deposit Insurance Corporation (the "FDIC") has issued a regulation that prohibits payment of certain benefits under certain circumstances, unless such payments were approved by the FDIC and any other applicable regulator.


3.2 NONEXCLUSIVITY. Nothing in the Benefits Plan shall prevent or limit Employee's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company and for which Employee may otherwise qualify, nor, except as specifically provided herein, shall anything herein limit or otherwise affect such rights as Employee may have under any stock option or other agreements or plans with the Company.


3.3 No benefit hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to so subject a benefit hereunder shall be void.


ARTICLE 4


DEFINITIONS


For purposes of the Plan Agreement, the following terms shall have the meanings set forth below:


4.1 "AGREEMENT" OR "BENEFITS PLAN" means this Retention Bonus and Insurance Benefits Plan Agreement.


4.2 "ANNUAL BASE SALARY" means the amount of compensation provided by the Company to Employee as base salary if the Employee is an exempt, salaried employee according to the Company's personnel


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records. Such amount shall be determined by annualizing the highest base rate_in effect for Employee at any time immediately prior to, on, or after the date of the Change in Control, exclusive of any bonus or other incentive cash compensation, income from any stock options or other stock awards, supplemental deferred compensation contributions made ...