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):    April 25, 2016

CVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

California	0-10140	95-3629339
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

701 North Haven Avenue, Ontario, California	91764
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (909) 980-4030

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 (see General Instruction A.2. below):

[ ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Retirement of Chief Financial Officer

On April 25, 2016, Mr. Richard C. Thomas, Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) of CVB Financial Corp. and its subsidiary, Citizens Business Bank (together, the “Company”), announced that he will retire from his roles with the Company effective on July 1, 2016.

In connection therewith, Mr. Thomas has entered into a Consulting Services Agreement with the Company, dated April 25, 2016, whereby Mr. Thomas has agreed to provide consulting services to the Company from the effective date of his retirement to and including December 31, 2016. As compensation for his agreement to provide the Company with consulting services, Mr. Thomas will receive the following benefits: (i) the sum of $25,000 per month for the six-month term of the agreement, for a total of $150,000, and (ii) the sum of $2,000 per month for the six-month term of the agreement, for a total of $12,000, to defray any medical or other benefit costs which Mr. Thomas elects to incur. Mr. Thomas is also subject to a perpetual covenant regarding non-disclosure of confidential information and covenants regarding non-solicitation and non-hire of Company employees for 12 months following the expiration of the Consulting Services Agreement.

On April 25, 2016, Mr. Thomas additionally executed a waiver and release agreement of claims in favor of the Company, which includes a seven-day revocation period as required by California law. As consideration for Mr. Thomas’ execution and non-revocation of the waiver and release agreement, and for his over five years of service to the Company as CFO, the Compensation Committee of the Company’s Board of Directors has provided for the early acceleration of vesting, on July 1, 2016, of the following awards granted under the Company’s 2008 Equity Incentive Plan: (i) an award of 2,000 stock options which would have otherwise vested in calendar year 2017 and (ii) five awards in an aggregate amount of 10,000 shares of restricted stock which would have otherwise vested at various times during the latter half of 2016 and calendar year 2017. The Company believes this early acceleration of stock option and restricted stock awards has a total value of approximately $186,000 based on (x) the closing price of the Company’s stock of $17.51 on April 26, 2016, and (y) an original strike price of $11.82 with respect to the 2,000 share stock option grant.

The descriptions set forth above are qualified in their entirety by the Consulting Services Agreement and the Waiver and Release Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

The Compensation Committee of the Company’s Board of Directors has provided for the same acceleration of vesting of stock option and restricted stock awards as is being provided to Mr. Thomas, with such vesting also to be effective on July 1, 2016, to Mr. James F. Dowd, Executive Vice President and Chief Credit Officer of the Company, whose announced retirement date of July 1, 2016 was previously reported by the Company on a Form 8-K filed on April 13, 2016. Because the timing and share amounts of the affected stock option and restricted stock awards are identical for Mr. Dowd and Mr. Thomas, the total value of the accelerated vesting for Mr. Dowd is also approximately $186,000.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Consulting Services Agreement for Richard C. Thomas, dated April 25, 2016.
10.2	Waiver and Release Agreement for Richard C. Thomas, dated April 25, 2016.

SIGNATURES

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.

	CVB FINANCIAL CORP.
	(Registrant)
Date: April 27, 2016		By:	/s/ Richard H. Wohl
		Richard H. Wohl
		Executive Vice President and General Counsel

EX-99.1

Exhibit 10.1

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (the “Agreement”) is made by and among CVB Financial Corp. and Citizens Business Bank (collectively, the “Company”), on the one hand, and Richard C. Thomas (the “Consultant”), on the other hand, for the following purposes and with reference to the following facts:

I.   RECITALS

WHEREAS, Consultant will remain employed by the Company up through and including July 1, 2016, at which time he will retire and voluntarily resign his employment with the Company. Thereafter, the Company agrees to retain Consultant as a consultant.

NOW THEREFORE, in consideration of the covenants and promises contained in this Agreement and for other good and valuable consideration, it is hereby agreed among the parties as follows:

II.  TERMS OF THE AGREEMENT

1.        Consultant’s Retirement.  Pursuant to this Agreement, Consultant will retire and voluntarily resign his employment with the Bank as of July 1, 2016 (the “Retirement Date”).

2.        Consulting Engagement.

a.          General.    The Company and Consultant agree that, effective on the Retirement Date, Consultant will become an independent consultant to the Company in accordance with the terms and conditions set forth in this Agreement.

b.          Consulting Services.      During the Term (as defined below) of this Agreement, Consultant shall provide consulting services to the Company. The services to be provided by Consultant under this Agreement are personal in nature and are based on his unique skills, knowledge and talents as they relate to the financial affairs and business of the Company, and shall include assisting the Company with accounting and finance advice and related projects. On an as-needed basis, Consultant may be asked to participate in telephone calls or meetings from time to time (collectively, such services to be provided pursuant to Section 2(b) herein, the “Services”).

c.          Outside Engagements.    Pursuant to Paragraph 10 below, the Company agrees that Consultant’s engagement under this Agreement will be non-exclusive and will be limited in time so as to permit Consultant to perform duties for another company or entity, as he so desires, subject to the limitations set forth in Paragraph 7.

3.        Term of Agreement.   This Agreement is effective from the Retirement Date to and including December 31, 2016 (the “Term”), unless terminated earlier by Consultant for any reason or by the Company for cause due to breach of a material term of Paragraph 7, 8 or Paragraph 9 of this Agreement as reasonably determined by the Company. Any such termination shall be effective only upon at least thirty (30) days’ notice to the other party. Upon termination

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of this Agreement, Consultant will not provide any further Services pursuant to Section 1 hereof and shall not be entitled to any compensation pursuant to Section 2 hereof. All other provisions of this Agreement shall survive any termination of this Agreement.

4.        Compensation and Billing.    As compensation for the Services performed by Consultant, the Company agrees to pay Consultant (i) the sum of $25,000 per month for the Term, for a total of $150,000, and (ii) the sum of $2000 per month for the Term, for a total of $12,000, to cover in part or whole any COBRA or other benefit costs which Consultant elects to incur. Such payments shall be rendered to Consultant by the Company within five (5) business days of the end of each calendar month during or immediately after the Term.

5.        Independent Contractor Relationship.      The parties agree that Consultant’s relationship with the Company is that of an independent contractor, and nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship, partnership, agency, or joint venture between the Company and Consultant after the Retirement Date and during the Term or thereafter. Consultant shall not be entitled to any of the benefits that Company may make available to its employees.

a.         Consultant is not authorized to make representations, contracts, or commitments on behalf of the Company.

b.         Consultant is solely responsible for all taxes, withholdings, and other similar statutory obligations incurred as a result of the compensation paid by the Company to Consultant with respect to the Services performed under this Agreement. Consultant agrees to defend, indemnify, and hold the Company harmless from any and all claims, costs, losses, fees, penalties, interest or other damages suffered by or chargeable to the Company by any entity on account of any alleged failure by Consultant to satisfy any such tax or withholding obligations. No part of Consultant’s compensation will be subject to withholding by the Company for payment of any social security, federal, state or any other employee payroll taxes. The Company will report amounts paid to Consultant by filing a Form 1099-MISC with the Internal Revenue Service.

c.         Consultant, and not the Company, shall have the sole discretion to determine the method, means, and location of performing the Services. Consultant also shall not be required to report to work at the Company offices during any particular work hours. Consultant will supply all equipment necessary to perform the Services unless otherwise requested or agreed by the Company.

6.        Expenses.    The Company agrees to reimburse Consultant for reasonable and necessary expenses, if any, incurred in connection with the Services, if such expenses are approved in advance by the Company in writing. Otherwise, all expenses incurred by Consultant in the performance of the Services shall be borne by Consultant as Consultant’s business expenses.

7.        Confidential Information.    Consultant understands that the Company possesses rights to Proprietary Information, and Consultant agrees to hold the Company’s Proprietary Information in strict confidence, and not to use or disclose such Proprietary Information except

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as is necessary for Consultant to perform the Services under this Agreement. For purposes of this Agreement, “Proprietary Information” shall mean all non-public information, records or documents, or all intellectual property of the Company, including, but not limited to, (a) information regarding customers or prospective customers of the Company or any of its subsidiaries or affiliates, including financial information, names, locations and requirements of customers or prospective customers, customer lists, customer contact information, deposit account information, investment information, credit information, and information regarding counterparties, vendors, suppliers or personnel or any other person having a business relationship with the Company, or any of their respective subsidiaries or affiliates, including the names, locations, practices, and requirements of any of the foregoing; (b) all trade secrets (including “trade secrets” as defined in Section 3426.1 of the California Civil Code), proprietary rights, processes, and other intellectual property and intangible assets or property (whether or not copyrighted or copyrightable or patented or patentable), owned or licensed by the Company, or any of their respective subsidiaries or affiliates, or directly or indirectly useful in any aspect of the business or affairs of the Company, or any of their respective subsidiaries or affiliates; (c) current or proposed transactions, business strategies, or other confidential or secret development or research work of the Company, or any of their respective subsidiaries or affiliates, including information concerning any future or proposed services or products; (d) financial condition, projected earnings, reserves, and accounting, cost, revenue and other financial records, documents and information, and the contents thereof, of the Company, or any of their respective subsidiaries or affiliates; (e) documents, contracts, agreements, correspondence, and other similar business records of the Company, or any of their respective subsidiaries or affiliates, including deposit account agreements, consumer loan documents and disclosures, and commercial loan documents and disclosures; (f) confidential or secret designs, software code, know how, processes, formulae, plans and devices owned or used by the Company, or any of their respective subsidiaries or affiliates; (g) service mark applications, patents, patent applications and works of authorship of the Company, or any of their respective subsidiaries or affiliates; (h) knowledge, information, and materials owned or licensed by the Company, or any of their respective subsidiaries or affiliates or directly or indirectly useful in, or directly or indirectly relating to, the Company or any of their respective subsidiaries or affiliates; (i) the Company’s policies and procedures; (j) information regarding compensation of employees and other service providers or regarding changes in personnel of the Company, or any of their respective subsidiaries, affiliates, and divisions; (k) supervisory and examination information or communications between the Company and their respective regulators; and (l) internal or external audit information regarding the Company and their respective compliance activities.

8.        Ownership and Return of Bank Property.    All Proprietary Information as defined in Paragraph 7 above furnished to Consultant by the Company, and all work product and/or other deliverables produced by Consultant in the performance of the Services under this Agreement (collectively, the “Company Property”) are the sole and exclusive property of the Company. At the Company’s request and no later than five (5) business days after such request, Consultant shall destroy or deliver to the Company, at the Company’s option, (a) all Company Property in Consultant’s possession, custody, or control, (b) all tangible media of expression in Consultant’s possession or control which incorporate or in which are fixed any such Company Property, and (c) written certification of Consultant’s compliance with Consultant’s obligations under this sentence.

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9.        Non-Solicitation.  Consultant agrees that, during the Term of this Agreement and for one year thereafter, Consultant will not, either directly or through others, solicit or attempt to solicit any employee, manager, consultant, or independent contractor of the Company to terminate his or her relationship with the Company in order to become an employee, manager, consultant, or independent contractor to or for any other person or entity.

10.      Conflict of Interest.     This Agreement is non-exclusive, and Consultant is permitted to engage in any work, contract, or third party obligations, including those that may be in competition with the Company, as long as such work, contract or third party obligations do not otherwise involve any violation by Consultant of any other term or condition of this Agreement.

11.      Assignment.       Neither party hereto may assign this Agreement without the written consent of the other party.

12.      Notices.   All notices required or given herewith shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery at the time of delivery; (ii) by overnight courier upon written verification of receipt; (iii) by certified or registered mail, return receipt requested, upon verification of receipt; or (iv) by telecopy or facsimile upon acknowledgment of receipt of transmission. Notices shall be sent to the addresses sent forth below or such other address as either party may specify in writing:

To the Company:	Citizens Business Bank 701 North Haven Avenue Ontario, CA 91764 Attention:  David M. Krebs
To the Consultant:	Richard C. Thomas 3870 Greenhill Road Pasadena, CA 91107

13.      Governing Law. This Agreement shall be governed in all respects by the laws of the State of California without regard to the conflict of law provisions thereof.

14.      Arbitration. Any and all disputes, controversies or claims arising under or in any way relating to the interpretation, application or enforcement of this Agreement, or Associate’s consulting arrangements with the Company, including without limitation any claim by Associate that he was fraudulently induced to enter into this Agreement shall be settled by final and binding arbitration under the auspices and rules of the American Arbitration Association. Any such arbitration must be filed in or around Ontario, California, and shall be heard by a single arbitrator acceptable to both Associate and the Company, and the laws of the State of California shall control except where federal law governs. The prevailing party in any such arbitration proceeding shall be entitled to reasonable costs and attorney’s fees. The award of the arbitrator is to be final and enforceable in any court of competent jurisdiction.

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15.      Severability.   If any provisions of this Agreement should be held to be illegal, invalid or unenforceable by a court of law or an arbitrator, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

16.      Entire Agreement.  This Agreement constitutes the entire agreement between the parties regarding this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement can only be modified by a subsequent agreement of the parties in writing.

IN WITNESS WHEREOF, the parties have executed this Consulting Services Agreement on the dates set forth below.

CITIZENS BUSINESS BANK	CONSULTANT
David M. Krebs	Richard C. Thomas
Senior Vice President
Director of Human Resources	###-##-####
	Tax Identification Number
DATE:           4/25/16	DATE:     4/25/16

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EX-99.2

Exhibit 10.2

WAIVER AND GENERAL RELEASE AGREEMENT

This Waiver and General Release Agreement (the “Agreement”) is made and entered into by and among CVB Financial Corp. and Citizens Business Bank (collectively, the “Company”), on the one hand, and Richard C. Thomas (“Associate”), on the other hand, for the following purposes and with reference to the following facts:

I.   RECITALS

A.         WHEREAS, Associate is currently employed by the Company as Chief Financial Officer and Executive Vice President.

B.         WHEREAS, Associate has decided to voluntarily resign his employment with CBB in order to retire, effective on July 1, 2016 (the “Retirement Date”).

C.         WHEREAS, this Agreement sets forth the terms and conditions of the voluntary resignation of Associate’s employment with the Company and, when signed by Associate and the Company, shall constitute an agreement to the terms set forth herein in full release of all claims known and unknown pertaining to Associate’s employment with the Company, resignation and retirement from employment with the Company and this Agreement.

D.         WHEREAS, in recognition of and consideration for Associate’s service with the Company and his covenants and agreement herein, the Company has elected to provide the Early Vesting Benefits as described and defined in Paragraph 3 below.

D.         WHEREAS, the parties acknowledge that they are entering into this Agreement after having had the opportunity to consult with counsel.

E.         WHEREAS, this settlement shall not be construed as an admission of liability by any party for any purpose.

NOW THEREFORE, in consideration of the covenants and promises contained in this Agreement and for other good and valuable consideration, it is hereby agreed among the parties as follows:

II.  TERMS OF THE AGREEMENT

1.         Separation of Employment. Effective on the Retirement Date, Associate shall resign and retire from his position of employment with the Company and Employee will no longer be employed by the Company in any capacity.

2.         Warranty. Associate acknowledges that, other than the Early Vesting Benefits set forth in Paragraph 3 below, he has received all wages, compensation and other benefits due him as a result of his employment with and separation from the Company.

3.         Early Vesting Benefits.  Associate will receive accelerated vesting of specified portions of the restricted stock and stock option awards previously made to Associate which would otherwise vest during the remainder of calendar year 2016 and during calendar year

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2017, all as set forth on Exhibit A hereto (the “Early Vesting Benefits”). Associate will receive the Early Vesting Benefits on or about the Retirement Date. The window period for the exercise of any of Associate’s stock options which are currently vested or which will vest pursuant to this Agreement shall expire one calendar year from the Retirement Date, pursuant to the Company’s 2008 Equity Incentive Plan (on June 30, 2017). Except as set forth herein, all of Associate’s restricted stock and stock option awards will continue to be governed by the terms of Associate’s award agreements relating to such awards and the terms of the 2008 Equity Incentive Plan.

4.         COBRA.  Associate has a right to continue his health care coverage under COBRA, the details of which shall be separately provided to Associate.

5.         Vacation.  Associate will be paid for any vacation days he has accrued but has not yet taken as of the Retirement Date.

6.         The Release.  In consideration for payment of the Early Vesting Benefits, Associate hereby agrees to release and discharge the Company, their parents, subsidiaries, divisions, affiliates, successors, and related companies, their respective directors, officers, employees and agents (collectively called the “Associate Releasees”) from any and all claims, demands, liabilities, suits or damages of any type or kind, whether known or unknown to him, arising out of or related in any way to his employment with the Company, or retirement from or separation from employment with the Company.

This release specifically includes, but is not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; assault and battery (sexual or otherwise); invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys’ fees, or other compensation of any sort; retaliation, discrimination or harassment on the basis of age, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, the California Family Rights Act, the Family and Medical Leave Act, or Section 1981 of Title 42 of the United States Code; violation of COBRA; violation of any safety and health laws, statutes or regulations; violation of ERISA; violation of the Internal Revenue Code; or any other wrongful conduct, based upon events occurring prior to the date of execution of this Agreement.

Associate further agrees knowingly to waive the provisions and protections of Section 1542 of the California Civil Code which reads:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN TO HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

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Thus, notwithstanding the provisions of Section 1542, Associate expressly acknowledges and agrees that this Paragraph 6 is also intended to include in its effect, without limitation, all such claims which Associate does not know or suspect to exist at the time of the execution of this Agreement and that this Agreement contemplates the extinguishment of those claims.

Associate also acknowledges and agrees that he may later discover facts different from or in addition to those he now knows or believes to be true in entering into this Agreement. Associate agrees to assume the risk of the possible discovery of additional or different facts, including facts which may have been concealed or hidden, and agrees that this Agreement shall remain effective without regard to such additional or different facts. Associate further acknowledges and agrees that the Company has no duty to disclose any fact to him prior to the execution of this Agreement.

This release of claims does not include any claim which cannot be waived by private agreement. Nothing in this release of claims shall be construed as prohibiting Associate from making a future claim with the Equal Employment Opportunity Commission or any similar state agency including, but not limited to the California Department of Fair Employment and Housing; provided, however, that should Associate pursue such an administrative action against the Releasees, or any of them, Associate agrees and acknowledges that he will not seek, nor shall he be entitled to recover, any monetary damages from any such proceeding.

Furthermore, this release of claims does not include or cover (x) any claim against Associate with respect to which Associate would otherwise be entitled to indemnification from the Company pursuant to the Company’s Articles or By-Laws or (y) any liability of the Company to Associate under the separate Consulting Services Agreement which is being executed contemporaneously with this Agreement.

7.         Knowing and Voluntary.  Associate represents and agrees that he is entering into this Agreement knowingly and voluntarily. Associate affirms that no promise or inducement was made to cause him to enter into this Agreement, other than the Early Vesting Benefits promised to Associate in this Agreement. Associate further confirms that he has not relied upon any other statement or representation by anyone other than what is in this Agreement as a basis for his agreement.

8.         Agreement Does Not Constitute Admission.  Any payments or benefits provided to Associate under the terms of this Agreement do not constitute an admission by the Company that it has violated any law or legal obligation whatsoever.

9.         Advice Of Counsel.    Associate acknowledges that, prior to the execution of this Agreement, he either has consulted with counsel and has discussed this Agreement with him or her or has had the opportunity to do so. To the extent that Associate has taken less than twenty-one (21) days to consider this Agreement, he acknowledges that he is entering into this Agreement voluntarily with a full understanding of its terms.

This Agreement is revocable for a period of seven (7) calendar days following the execution of this Agreement. The revocation must be in writing, must specifically revoke this Agreement, and must be received by the Company prior to the eighth (8^th) calendar day

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following the execution of this Agreement. This Agreement becomes effective on the eighth (8^th) calendar day following the execution of this Agreement.

10.         Confidentiality.  Associate agrees that neither he nor any of his agents or representatives will disclose, disseminate and/or publicize, or cause or permit to be disclosed, disseminated or publicized, the existence of this Agreement, any of the terms of this Agreement, or any claims or allegations which he could have made or asserted against the Company or participate, cooperate or assist any person(s) with respect to any claim they may have against the Company, directly or indirectly, specifically or generally, to any person, corporation, association or governmental agency or other entity except: (1) to the extent necessary to report income to appropriate taxing authorities; (2) to members of Associate’s immediate family; (3) in response to an order of a court of competent jurisdiction or subpoena issued under the authority thereof; or (4) in response to any inquiry or subpoena issued by a state or federal governmental agency; provided, however, that notice of receipt of such judicial order to subpoena be immediately communicated to the Company telephonically, and confirmed immediately thereafter in writing, so that the Company will have the opportunity to assert what rights it has to non-disclosure prior to Associate’s response to the order, inquiry or subpoena. Associate also agrees not to disclose any confidential or proprietary information pertaining to the business of the Company and/or its customers.

Any violation of the confidentiality provision contained in this Agreement by Associate shall be considered a material breach of this Agreement.

11.         Arbitration.  Any and all disputes, controversies or claims arising under or in any way relating to the interpretation, application or enforcement of this Agreement, Associate’s employment with the Company, any claim for benefits, or Associate’s retirement or separation of employment from the Company, including without limitation any claim by Associate that he was fraudulently induced to enter into this Agreement, shall be settled by final and binding arbitration under the auspices and rules of the American Arbitration Association. Any such arbitration must be filed in or around Ontario, California, and shall be heard by a single arbitrator acceptable to both Associate and the Company, and the laws of the State of California shall control except where federal law governs. The prevailing party in any such arbitration proceeding shall be entitled to reasonable costs and attorney’s fees. The award of the arbitrator is to be final and enforceable in any court of competent jurisdiction.

12.         Governing Law.  Except where federal law governs, this Agreement shall be construed and governed by the laws of the State of California, without giving effect to its conflict of laws provisions.

13.         Ambiguities.  It is understood and agreed that the general rule that ambiguities are to be construed against the drafter shall not apply to this Agreement. In the event that any language of this Agreement is found to be ambiguous, each party shall have an opportunity, in accordance with the arbitration provision above, to present evidence as to the actual intent of the parties with respect to any such ambiguous language.

14.         Waiver.  No waiver by any party of any breach of any term or provision of this Agreement shall be a waiver of any preceding, concurrent or succeeding breach of this

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Agreement or of any other term or provision of this Agreement. No waiver shall be binding on the part of, or on behalf of, any other party entering into this Agreement.

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

16.         Severability.  If any provision of this Agreement is deemed to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining parts shall not be affected.

17.         Amendment and Modification.  Any amendment or modification of this Agreement must be in writing, and signed by each party.

18.         Enforcement Costs.  In the event any dispute, controversy or claim arises out of or in connection with this Agreement or the claims released in this Agreement, the prevailing party shall be entitled to all reasonable attorneys’ fees, costs and expenses.

19.         Entire Agreement. This Agreement contains all of the terms and conditions agreed upon by the parties regarding the subject matter of this Agreement. Any prior agreements, promises, negotiations or representations, either oral or written, relating to the subject matter of this Agreement are of no force or effect. This Agreement is executed without reliance upon any representation by any person concerning the nature or extent of injuries, damages or legal liability.

THE SIGNATORIES HAVE CAREFULLY READ THIS ENTIRE AGREEMENT AND HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS AGREEMENT. THE SIGNATORIES FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS AGREEMENT. THE ONLY PROMISES MADE TO ANY SIGNATORY ABOUT THIS AGREEMENT, AND TO SIGN THIS AGREEMENT, ARE CONTAINED IN THIS AGREEMENT. THE SIGNATORIES ARE SIGNING THIS AGREEMENT VOLUNTARILY.

PLEASE READ THIS DOCUMENT CAREFULLY.

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE

INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

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IN WITNESS WHEREOF, the parties have executed this Waiver and General Release Agreement on the dates set forth below.

David M. Krebs	Richard C. Thomas
Senior Vice President
Director of Human Resources
Citizens Business Bank
Date:             4/25/16	Date:     4/25/16

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EXHIBIT A – EARLY VESTING BENEFITS

	Grant Date	Number of Options/Shares	Original Vesting Date	Strike Price (if applicable)	New Vesting Date	Final   Exercise Date   (if applicable)
STOCK OPTIONS	3/21/2012	2,000	3/21/2017	$11.82	7/1/2016	6/30/2017
RESTRICTED STOCK	3/21/2012	1,000	3/21/2017		7/1/2016
	9/18/2013	1,500	9/18/2016		7/1/2016
	9/18/2013	1,500	9/18/2017		7/1/2016
	11/19/2014	3,000	11/19/2016		7/1/2016
	11/19/2014	3,000	11/19/2017		7/1/2016

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