Supplemental Executive Retirement Benefits Agreement

SUPPLEMENTAL EXECUTIVE
RETIREMENT BENEFITS AGREEMENT







This Supplemental Executive Retirement Benefits Agreement (this "Agreement") is made as of the 27 th day of June, 2003, by and between Business Bank of California, a California banking corporation ("Bank"), and Charles O. Hall, an individual ("Executive").





RECITALS





A. Executive is a valued employee of Bank.





B. Bank desires to retain Executive as an employee of Bank and believes that Executive92s contribution to the business of Bank has not been fully reflected in the compensation of the Executive.





C. Bank desires to incentivize Executive to remain in the employ of the Bank.





D. Bank desires to provide for the post-retirement needs of its employees in a responsible manner.





E. Bank desires to make available to Executive certain supplemental retirement benefits, and Executive desires to enter into an arrangement for such supplemental retirement benefits.





AGREEMENT





NOW, THEREFORE, the parties hereto, for and in consideration of the foregoing, Executive92s agreement to forego a portion of his account balance under the Metro Commerce Bank, N.A. Deferred Compensation Plan for Executives pursuant to an Agreement Regarding Deferred Compensation Plan dated as of the date hereof, and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, do agree as follows:





1. Supplemental Retirement Benefits . Bank hereby establishes an unfunded retirement plan, the obligations under which shall be reflected on the general ledger of Bank (the "Retirement Account" ). The Retirement Account shall be an unsecured liability of Bank to Executive, payable only as provided herein from the general funds of Bank. The Retirement Account is not a deposit or insured by the FDIC and does not constitute a trust account or any other special obligation of Bank and does not have priority of payment over any other general obligation of Bank.



2. Payment of Benefits .



(a) On-Time Retirement . If Executive remains in the continual employment of Bank (except for such breaks in service prescribed by law, such as the Family and Medical Leave Act, or as otherwise agreed in a writing expressly authorized by the Board of Directors of Bank) until age 55 of Executive (the "Full Benefits Date"), then upon the Full Benefits Date or, if later, the date (the "Retirement Date") on which Executive92s employment with the Bank is terminated for any reason other than For Cause (as hereinafter defined), Bank shall pay to Executive the On-Time Regular Benefit (as defined in Exhibit A hereto) annually, payable monthly beginning on the first business day of the first calendar month after the Retirement Date and on the first business day of each month thereafter until (but including) the fifteenth (15th) anniversary of the Retirement Date.



(b) Involuntary Termination . If Executive92s employment is terminated by Bank (rather than by Executive) prior to the Full Benefits Date other than For Cause (as defined below), Bank shall pay to Executive the Limited Benefit (as hereinafter defined) annually, payable monthly beginning on the Full Benefits Date, and thereafter on the first business day of each month thereafter until (but including) the fifteenth (15th) anniversary of the Full Benefits Date. For the purposes of this Agreement, the "Limited Benefit" shall be the amount set forth on Exhibit A corresponding to the age of Executive when Executive92s employment is terminated by Bank.



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(c) Voluntary Termination . Except as provided in Section 6 below, Executive shall not be entitled to any benefits under this Agreement if Executive92s employment is terminated by Executive prior to the Full Benefits Date for any reason other than Substantial Disability.



(d) Disability . If Executive becomes Substantially Disabled (as hereinafter defined) and Executive92s employment with Bank is terminated by Bank prior to the Full Benefits Date as a result, Executive shall become entitled to the Limited Benefit (in the amount corresponding to the age of Executive at the time Substantial Disability is determined) in accordance with Subsection 2(b) above, payable commencing on the first business day of the calendar month immediately following the determination of Substantial Disability. For purposes of this Agreement, the term "Substantial Disability" shall mean the Executive92s suffering a sickness, accident or injury which has been determined by the carrier of any individual or group disability policy covering Executive, by the Social Security Administration or, at the request of Executive, by a licensed physician selected by Bank, to be a disability rendering Executive totally and permanently disabled. Executive must submit proof to Bank of the carrier92s or Social Security Administration92s determination upon the request of Bank.



(e) Discharge for Cause . Any other provision of this Agreement to the contrary notwithstanding, if Executive92s employment by Bank is terminated as a result of, or in connection with: (i) regulatory suspension or removal of Executive from duty with Bank; (ii) gross and consistent dereliction of duty by Executive; (iii) breach of fiduciary duty involving personal profit by Executive; (iv) willful violation of any banking law or regulation; or (v) conviction of a felony or crime of moral turpitude (any of the foregoing referred to herein collectively as "For Cause"), then Executive shall not be entitled to any supplemental retirement benefits provided for in this Agreement and this Agreement may be terminated by Bank without any liability whatsoever. The obligation of Bank to make any payments contemplated under this Agreement shall be suspended during the pendency of any indictment, information or similar charge regarding a felony or crime of moral turpitude, during any regulatory or other adjudicative proceeding concerning regulatory suspension or removal or, for a reasonable time (not to exceed ninety days), while the board of directors of Bank seeks to determine whether Executive could have been terminated For Cause even though Executive may have previously retired, resigned, become Substantially Disabled or been discharged other than For Cause. If during such period the board of directors determines that the Executive could have been discharged For Cause, this subsection (e) shall be applicable as if the Executive had been discharged For Cause.



(f) Death of Executive . Any provision of this Agreement to the contrary notwithstanding, this Agreement shall automatically terminate upon the death of Executive and neither Executive nor Executive92s estate shall be entitled to any benefits hereunder (or, to the extent that the payment of benefits had already commenced at the time of Executive92s death, neither Executive nor Executive92s estate shall be entitled to any further benefits).



3. Intent of Parties . Bank and Executive intend that this Agreement shall primarily provide supplemental retirement benefits to Executive as a member of a select group of management or highly compensated employees of Bank for purposes of the Employee Retirement Income Security Act of 1974, as may be amended ("ERISA").



4. ERISA Provisions .



(a) The following provisions in this Agreement are part of this Agreement and are intended to meet the requirements of the Employee Retirement Income Security Act of 1974 (ERISA).



(b) The "Named Fiduciary" is Business Bank of California.



(c) The general corporate funds of Bank are the basis of payment of benefits under this Agreement.



(d) For claims procedure purposes, the "Claims Manager" shall be the Chief Executive Officer of the Bank or such other person named from time to time by notice to Executive.



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(i) If for any reason a claim for benefits under this Agreement is denied by Bank, the Claims Manager shall deliver to the claimant a written explanation setting forth the specific reasons for the denial, pertinent references to the Agreement section on which the denial is based, such other data as may be pertinent and information on the procedures to be followed by the claimant in obtaining a review of his/her claim, all written in a manner calculated to be understood by the claimant for this purpose:



(1) The claimant92s claim shall be deemed filed when presented orally or in writing to the Claims Manager.



(2) The Claims Manager92s explanation shall be in writing delivered to the claimant within 90 days of the date the claim is filed.



(ii) The claimant shall have 60 days following his/her receipt of the denial of the claim to file with the Claims Manager a written request for review of the denial. For such review, the claimant or his/her representative may submit pertinent documents and written issues and comments.



(iii) The Claims Manager shall decide the issue on review and furnish the claimant with a copy within 60 days of receipt of the claimant92s request for review of his/her claim. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific refer ...