-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WoeNNjj39OsllVHO3X7dS7X66PtRMj5QDP8cbjSff34cIIN1f81J8ytEKveyXQE5 zNKkS+dTwpXZHPoKK/Zpcw== 0001157523-06-012404.txt : 20061227 0001157523-06-012404.hdr.sgml : 20061227 20061227171646 ACCESSION NUMBER: 0001157523-06-012404 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20061220 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061227 DATE AS OF CHANGE: 20061227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMECULA VALLEY BANCORP INC CENTRAL INDEX KEY: 0001172678 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 460476193 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49844 FILM NUMBER: 061301239 BUSINESS ADDRESS: STREET 1: 27710 JEFFERSON AVENUE STREET 2: SUITE A-100 CITY: TEMECULA STATE: CA ZIP: 92590 BUSINESS PHONE: 9096949940 MAIL ADDRESS: STREET 1: 27710 JEFFERSON AVENUE STREET 2: SUITE A-100 CITY: TEMECULA STATE: CA ZIP: 92590 8-K 1 a5300729.txt TEMECULA VALLEY BANCORP INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2006 ----------------- TEMECULA VALLEY BANCORP INC. (Exact name of Registrant as specified in its charter) California 000-49844 46-0476193 (State or other (Commission (I.R.S. Employer jurisdiction of incorporation) File Number) Identification Number) 27710 Jefferson Avenue Suite A100 Temecula, California 92590 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (951) 694-9940 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- Item 1.01 Entry Into a Material Definitive Agreement. On December 20, 2006, the Board of Directors of Temecula Valley Bank ("Bank"), the principal subsidiary of Temecula Valley Bancorp Inc. ("Company"), and the Board of Directors of the Company took action with respect to director compensation. These changes are described in the attached exhibits. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. On December 20, 2006, the Board of Directors of the Bank, the principal subsidiary of the Company, upon the recommendation of its Executive Officer Compensation Committee, approved changes in executive officer compensation. These changes are described in the attached exhibits. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. Not Applicable. (b) Pro Forma Financial Information. Not applicable. (c) Shell Company Transactions. Not applicable. (d) Exhibits. Exhibit No. Description ----------- ----------- 10.1 Director Compensation 10.2 Executive Officer Compensation 10.3 Third Amendment to Employment Agreement between Temecula Valley Bank and Stephen H. Wacknitz dated as of December 26, 2006. - -------------------------------------------------------------------------------- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TEMECULA VALLEY BANCORP INC. Date: December 26, 2006 By: /s/ STEPHEN H. WACKNITZ ----------------------- Stephen H. Wacknitz Chief Executive Officer and President EX-10.1 2 a5300729ex10-1.txt EXHIBIT 10.1 Exhibit 10.1 Exhibit 10.1 -- Director Compensation The Temecula Valley Bank ("Bank") Board of Directors approved the following:: effective beginning in January 2007: (a) Bank Board of Director fees will increase per meeting from $1,750 to $1,850; and (b) Bank Director Loan Committee fees will increase per meeting from $350 to $400. Fees will not be paid to any member not in attendance beginning with the second missed meeting in any calendar year. The Temecula Valley Bancorp Board of Directors approved the following: effective in January 2007, Audit Committee fees will increase per meeting from $350 to $400. Fees will not be paid to any member not in attendance beginning with the second missed meeting in any calendar year. EX-10.2 3 a5300729ex10-2.txt EXHIBIT 10.2 Exhibit 10.2 Exhibit 10.2 -- Executive Officer Compensation The Temecula Valley Bank ("Bank") Board of Directors, upon the recommendation of the Executive Officer Compensation Committee, approved the following: (1) An increase in the annual base compensation effective January 1, 2007 of: (a) James W. Andrews, EVP/Real Estate Manager, from $210,000 to $220,000; (b) Frank Basirico Jr., SEVP/Chief Administrative Officer, from $250,000 to $262,500; (c) Thomas P. Ivory, SEVP/East County Regional Manager, from $170,000 to $180,000; (d) Timothy McDougal, EVP/Manager, from $145,000 to $155,000; (e) William H. McGaughey, SEVP/Director of Finance and SBA, from $210,000 to $220,000; (f) Donald A. Pitcher, EVP/CFO, from $170,000 to $180,000; (g) Martin E. Plourd, EVP/Chief Operating Officer, from $165,000 to $180,000; (h) Thomas M. Shepherd, SEVP/Chief Credit Officer, from $210,000 to $220,000; (i) Donald L. Schempp, EVP/North County Regional Manager, from $175,000 to $185,000; (j) Stephen H. Wacknitz, CEO/President/Chairman, from $400,000 to $500,000; (2) Upon the request of Stephen H. Wacknitz, the Bank entered into an amendment to the Wacknitz employment agreement dated December 26, 2006 that provides for the reduction of his annual bonus from 5% pre-tax, pre-bonus net income to 4%, to be effective beginning with the year ended December 31, 2007 and continuing annually thereafter. (Mr. Wacknitz had previously requested reductions from the 7% level provided in his 2003 employment agreement); (3) A Salary Continuation Plan ("SCP") to provide for a $200,000 benefit per year, for 20 years, beginning at the age of 70, and authorization to purchase a related Bank-Owned Life Insurance policy, the terms of which are to be determined. As soon as the SCP is finalized, it will be filed as an exhibit to the appropriate filing under the Securities and Exchange Act of 1934; (4) To the extent Executive Officers are affected, effective beginning in January 2007: (a) Bank Board of Director fees will increase per meeting from $1,750 to $1,850; and (b) Bank Director Loan Committee fees will increase per meeting from $350 to $400. Fees will not be paid to any member not in attendance beginning with the second missed meeting in any calendar year. EX-10.3 4 a5300729ex10-3.txt EXHIBIT 10.3 Exhibit 10.3 THIRD AMENDMENT TO THE STEPHEN H. WACKNITZ EMPLOYMENT AGREEMENT This Third Amendment ("Third Amendment") to that certain Employment Agreement dated October 1, 2003, with an effective date of January 1, 2003, as amended by that certain First Amendment dated June 23, 2005 and that certain Second Amendment dated February 2, 2006 (collectively, "Original Agreement") is entered into as of December 26, 2006 by and between Stephen H. Wacknitz, an individual ("Executive") and Temecula Valley Bank ("Bank"). R E C I T A L ------------- At the request of Executive, and pursuant to the recommendation of the Executive Officer Compensation Committee, with such recommendations adopted by the Bank's Board of Directors on December 20, 2006, Bank and Executive wish to amend the Original Agreement as provided in this Third Amendment. A G R E E M E N T ----------------- NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereby agree and consent to the amendment of the Original Agreement, effective on the date hereof, as follows: 1. The first paragraph of Section D.4. to the Original Agreement is amended in its entirety to read as follows: "4. Bonus. For every fiscal year end within the Term beginning with year end 2006, Executive shall be entitled to an Incentive Bonus determined in accordance with this Section if the Threshold Test is met. The Threshold Test shall be deemed to have been met if one or more of the following exists: (i) Bank's regular outside independent loan reviewer gives a favorable review of the loan quality of Bank at its most recent review; (ii) net loan losses for the year do not exceed one percent of gross outstanding loans at the beginning of the applicable year; or (iii) the latest report of supervisory activity of Bank by Bank's primary regulator rates Bank no less than satisfactory. The Incentive Bonus for the fiscal year end 2006 shall equal 5% of the "Profits" of Temecula Valley Bancorp Inc. ("Company")." For every fiscal year end thereafter, beginning with fiscal year end 2007, the Incentive Bonus shall equal 4% of the Profits of the Company. For purposes of this Section 4, "Profits" shall mean Company's net income before income taxes and before the effect of this bonus or any other bonuses based on the profits of Bank or Company." 2. Continued Effect. Except as otherwise expressly provided herein, the Original Agreement continues in full force and effect, in accordance with its terms. 3. Miscellaneous. This Third Amendment will be governed in all respects by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California. This Third Amendment constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and supersedes all prior written and oral agreements, representations and commitments, if any, between the parties with respect to such subjects. This Third Amendment may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. 1 IN WITNESS WHEREOF, the parties hereto have executed this Third Agreement on December 26, 2006. EXECUTIVE --------------------------------------- Stephen H. Wacknitz TEMECULA VALLEY BANK By: --------------------------------- Donald A. Pitcher Chief Financial Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----