Form 8-K
8-K — CVB FINANCIAL CORP
Accession: 0001193125-26-167264
Filed: 2026-04-21
Period: 2026-04-17
CIK: 0000354647
SIC: 6022 (STATE COMMERCIAL BANKS)
Item: Completion of Acquisition or Disposition of Assets
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d123515d8k.htm (Primary)
EX-10.1 (d123515dex101.htm)
EX-10.2 (d123515dex102.htm)
EX-99.1 (d123515dex991.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d123515d8k.htm · Sequence: 1
8-K
CVB FINANCIAL CORP false 0000354647 0000354647 2026-04-17 2026-04-17
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 17, 2026
CVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California
000-10140
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:
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, No Par Value
CVBF
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01
Completion of Acquisition or Disposition of Assets.
Effective April 17, 2026 (the “Closing Date”), CVB Financial Corp., a California corporation (“CVBF” or the “Company”) completed its previously announced acquisition of Heritage Commerce Corp, a California corporation (“Heritage”), in accordance with the terms and conditions of that certain Agreement and Plan of Reorganization and Merger, dated as of December 17, 2025, by and between CVBF and Heritage (the “Merger Agreement”). On the Closing Date, Heritage merged with and into CVBF, with CVBF being the surviving entity (the “Merger”). Immediately thereafter, Heritage’s wholly-owned banking subsidiary, Heritage Bank of Commerce, a California banking corporation (“Heritage Bank”) merged with and into CVBF’s wholly-owned banking subsidiary, Citizens Business Bank, National Association (“Citizens”), with Citizens being the surviving bank (the “Bank Merger” and with the “Merger”, the “Mergers”)
Pursuant to the Merger Agreement, each share of Heritage’s common stock outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was cancelled and converted into the right to receive 0.65 shares of CVBF’s common stock (the “Merger Consideration,” and such exchange ratio, the “Exchange Ratio”). In addition, at the Effective Time, (i) each unexercised and outstanding Heritage option award, whether vested or unvested, was cashed out and option holders received per option share the positive excess, if any, of (a) the applicable cashout price of such Heritage option award (calculated as an amount, rounded to the nearest cent, equal to the product of (x) $19.28, which was the 20-day volume weighted average closing price of a share of CVBF common stock as of the fifth business day prior to the Closing Date, and (y) the Exchange Ratio), over (b) the exercise price per option share, less applicable withholding taxes; (ii) Heritage restricted stock awards, Heritage restricted stock unit awards, interim Heritage restricted stock unit awards granted to Heritage employees in March 2026 (the “Interim Heritage RSUs”) and held by Heritage employees who are not continuing with CVBF, and Heritage performance-based restricted stock unit awards outstanding as of the Effective Time were accelerated and vested in full at the Effective Time (in the case of any performance-based restricted stock unit award, at the target number of shares subject to such award), and such Heritage stock awards, net of applicable withholding taxes, were converted into and became exchanged for the Merger Consideration; (iii) outstanding Interim Heritage RSUs held by Heritage employees who are continuing with CVBF as of the Effective Time, were substituted with CVBF restricted stock unit awards on substantially the same terms and conditions as such Interim Heritage RSUs, as adjusted for the Exchange Ratio, under CVBF’s 2018 Equity Incentive Plan, as amended.
As a result of the Merger, CVBF issued approximately 41 million shares of CVBF common stock to former Heritage shareholders. The issuance of shares of CVBF common stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-293102) filed by CVBF with the Securities and Exchange Commission (the “Commission”) and declared effective on February 12, 2026.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of President to CVBF and Citizens
Effective as of the Closing Date, and as previously announced, Mr. R. Clay Jones, age 56, was appointed to the position of President of CVBF and Citizens, respectively.
Mr. Jones served as President and Chief Executive Officer of Heritage and Heritage Bank starting in September 2022 until consummation of the Mergers. Previously, he served as President and Chief Operating Officer of Heritage from December 2021, after joining Heritage Bank as Executive Vice President and President of the Community Business Banking Group in October 2019. Mr. Jones was formerly the President of Presidio Bank, assuming this position in July 2018, after joining Presidio Bank in 2010 as Executive Vice President and Mid-Peninsula Market President. Prior to his service at Presidio Bank, Mr. Jones served in various senior positions at financial institutions located in California, including as the organizing and initial President and Chief Executive Officer of New Resource Bank. Mr. Jones received his Bachelor of Science degree in Business Administration from the University of the Pacific in Stockton, California.
There are no arrangements or understandings between Mr. Jones and any other persons pursuant to which he was selected as President of CVBF or Citizens except as described herein. There are also no family relationships between Mr. Jones and any director or executive officer of CVBF or Citizens, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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In connection with the appointment of Mr. Jones, Mr. David A. Brager, the current President and Chief Executive Officer of CVBF and Citizens, ceased serving as President of such entities, but continues to serve in the role of Chief Executive Officer of CVBF and Citizens, with Mr. Jones reporting to Mr. Brager.
Mr. Jones’ employment and compensation arrangements with CVBF and Citizens are set forth in his Employment Agreement dated April 17, 2026 (the “Jones Employment Agreement”). The Jones Employment Agreement provides for: (a) a base salary at an annualized rate of $700,000 per year; (b) a cash retention award of $1,800,000 in lieu of certain change of control payments otherwise due under Mr. Jones’ previous employment agreement with Heritage and Heritage Bank, with such retention award to vest in two equal installments on each of January 1, 2027 and January 1, 2028, subject to Mr. Jones’ continued employment through the applicable vesting date; (c) a short-term housing allowance, airfare reimbursement and a rental vehicle to support Mr. Jones’ temporary relocation to Ontario, California following the closing of the Mergers; (d) the grant of 20,000 shares of restricted stock and restricted stock units, split evenly between (i) 10,000 time-based restricted shares that will vest in equal increments over a three-year period and (ii) 10,000 performance-based restricted share units (at target levels) that will vest over a three-year performance period, utilizing the same performance criteria applicable to performance stock grants previously awarded to the CVBF’s other named executive officers; (e) eligibility for an annual aggregate incentive and discretionary bonus of up to 80% of Mr. Jones’ base salary, consistent with the CVBF’s applicable executive incentive compensation program, based upon (x) Mr. Jones’ individual performance and accomplishment of specified business and financial goals during each fiscal year and (y) CVBF’s overall financial performance; (f) eligibility to participate in CVBF’s deferred compensation and 401(k)/profit-sharing programs; (g) eligibility to participate in CVBF’s employee group benefit plans and programs on terms comparable to those of similarly situated employees; (h) reimbursement for monthly dues and reasonable business expenses in connection with one golf club membership and one social club membership, and (i) an automobile allowance of $1,200 per month.
Pursuant to the Jones Employment Agreement, Mr. Jones is entitled to severance compensation in the event of either (i) a termination by CVBF of Mr. Jones’ employment without cause or Mr. Jones’ resignation of employment for “good reason” (as such term is defined in the Jones Employment Agreement) or (ii) a change in control of CVBF, if Mr. Jones’ employment is terminated, either within 180 days prior to or one year after the occurrence of such change in control, by the successor corporation, or, within one year after the occurrence of such change in control by Mr. Jones for “good reason.”
In the event Mr. Jones’ employment is terminated by CVBF without cause or by Mr. Jones for “good reason,” Mr. Jones would receive one times (1x) his then-current annual base salary and one times (1x) his average annual bonus for the prior two years. In the event of any termination of Mr. Jones’ employment by CVBF or a successor company, or Mr. Jones’ resignation for “good reason,” in connection with a change in control of CVBF within the time periods specified above, Mr. Jones would receive two times (2x) his then-current annual base salary and two times (2x) his average annual bonus for the prior two years and 24 months of employer paid COBRA coverage. In addition, in the event of a change of control of CVBF, all outstanding unvested restricted stock and restricted stock units granted to Mr. Jones would accelerate.
The foregoing description of Mr. Jones’ compensation arrangements does not purport to be complete and is qualified in its entirety by reference to the Jones Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Appointment of Directors to the Boards of Directors of CVBF and Citizens
Pursuant to the terms of the Merger Agreement, on March 18, 2026, the boards of directors of CVBF and Citizens approved on a prospective basis the appointments of Mr. Jones and Ms. Julianne Biagini-Komas to the boards of CVBF and Citizens. Such appointments were contingent on, and to be effective concurrent with the completion of the Mergers. In connection with the closing of the Mergers, Mr. Jones and Ms. Biagini-Komas became the directors of CVBF and Citizens on the Closing Date.
Pursuant to the Merger Agreement, certain of the former directors of Heritage (including Mr. Jones and Ms. Biagini-Komas) executed (i) a Voting and Support Agreement pursuant to which, among other things, such director agreed, in his or her capacity as a shareholder of Heritage, to vote in favor of the Merger; and (ii) a Non-Solicitation and Non-Disclosure Agreement under which the signing person agreed not to solicit the employees or customers of CVBF (or the former Heritage) and Citizens (or the former Heritage Bank) for a period of time as specified in the agreement. Such Voting and Support Agreement and Non-Solicitation and Non-Disclosure Agreement are described in further details in the Company’s Current Report on Form 8-K filed with the Commission on December 23, 2025. Other than the foregoing disclosure and the
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Merger Agreement, there is no arrangement or understanding between Mr. Jones or Ms. Biagini-Komas and any other person pursuant to which Mr. Jones or Ms. Biagini-Komas was selected as a director, and there are no family relationships between Mr. Jones or Ms. Biagini-Komas and any other director, executive officer, or person nominated or chosen by the Company to become an executive officer. There are no transactions involving Mr. Jones or Ms. Biagini-Komas to be reported pursuant to Item 404(a) of Regulation S-K.
Mr. Jones will not receive any compensation for serving as a director of CVBF or Citizens. Ms. Biagini-Komas will receive compensation consistent with and as currently paid to the Company’s and Citizens’ other non-employee board members.
Mr. Jones will serve on the Balance Sheet Management Committee, the Risk Management Committee and the Trust Services Committee of the Citizens board.
Ms. Biagini-Komas most recently served as board chairperson at Heritage since May 2025 and has served on the board of Heritage since 2015. She is an experienced financial and technology executive, with more than 30 years of service in the technology and communications hardware manufacturing sectors. She served as Vice President, Finance and Human Resources of CNEX Labs, Inc., from March 2015 until her retirement in April 2021. She was also Chief Financial Officer of Quantumscape Corporation from 2011 to 2014, and, from 1994 to 2007, she held various executive finance roles at Endwave Corporation, a company previously listed on Nasdaq, including as Chief Financial Officer from 2001 to 2006. She holds a Bachelor of Science degree in Accounting from San Jose State University and a Master’s degree in Business Administration from Santa Clara University, and she is a certified public accountant.
Based on Ms. Biagini-Komas’ background, experience and qualifications, she is considered (i) an independent non-employee director under the applicable Securities and Exchange Commission and NASDAQ rules; and (ii) an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K. Ms. Biagini-Komas will serve on the Audit Committee, the Compensation Committee and the Nominating & Corporate Governance Committee of the CVBF board and the Balance Sheet Management Committee, Risk Management Committee and Trust Services Committee of the Citizens board.
Amendment to CVBF and Citizens Employment Agreements with Named Executive Officers
Effective as of April 17, 2026, the Company and Citizens entered into First Amendments to Employment Agreements (each, a “First Amendment” and, collectively, the “First Amendments”) with each of their named executive officers: E. Allen Nicholson, Executive Vice President and Chief Financial Officer; David F. Farnsworth, Executive Vice President and Chief Credit Officer; David C. Harvey, Executive Vice President and Chief Operating Officer; and Richard H. Wohl, Executive Vice President and General Counsel (each a “NEO,” and collectively, “NEOs”).
Pursuant to the First Amendments, and consistent with the applicable terms in the Jones Employment Agreement, the employment arrangements for each NEO were amended to provide severance benefits in the event of (i) a termination by CVBF or Citizens of such NEO’s employment without cause or, (ii) such NEO’s resignation of employment for “good reason” (as such term is defined in their respective Employment Agreement). In either such event, the affected NEO would receive one times (1x) the NEO’s then-current base salary and one times (1x) the NEO’s average annual bonus for the two preceding years.
The foregoing summary of the First Amendments does not purport to be complete and is qualified in its entirety by reference to the First Amendment, the form of which is attached hereto as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01
Regulation FD Disclosure.
On April 17, 2026, CVBF issued a press release announcing the closing of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01, as well as Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act.
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Item 9.01
Financial Statements and Exhibits.
(a)
Financial statements of businesses or funds acquired.
The financial statements of Heritage required by Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b)
Pro forma financial information.
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d)
Exhibits
Exhibit
No.
Description
2.1
Agreement and Plan of Reorganization and Merger by and between CVB Financial Corp. and Heritage Commerce Corp, dated as of December 17, 2025 (incorporated by reference to Exhibit 2.1 to CVBF’s Form 8-K, filed with the SEC on December 23, 2025).
10.1
Employment Agreement by and among CVB Financial Corp., Citizens Business Bank, National Association and R. Clay Jones, effective April 17, 2026.
10.2
Form of First Amendment to Employment Agreement by and among CVB Financial Corp. and Citizens Business Bank, National Association, on the one hand, and each of E. Allen Nicholson, David F. Farnsworth, David C. Harvey, and Richard H. Wohl, respectively, on the other hand, effective April 17, 2026.
99.1
Press Release, dated April 17, 2026, announcing the completion of the mergers of Heritage Commerce Corp and Heritage Bank of Commerce with and into CVB Financial Corp, and Citizens Business Bank, National Association, respectively.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
Date: April 21, 2026
By:
/s/ E. Allen Nicholson
E. Allen Nicholson
Executive Vice President and Chief Financial Officer
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EX-10.1
EX-10.1
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EX-10.1
Exhibit 10.1
NAMED EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective April 17, 2026 (the “Effective Date”),
by and among Citizens Business Bank, (“the Bank”) and CVB Financial Corp. (“CVB” and with the Bank hereinafter collectively referred to as “the Company”), on the one hand, and the executive officer whose name is
set forth on the signature page of this Agreement (“Executive”), on the other hand, on the basis of the following.
WHEREAS,
immediately prior to the date of this Agreement, Executive served as President and CEO of Heritage Commerce Corp (“Heritage”) and its principal banking subsidiary, Heritage Bank of Commerce, pursuant to an Employment Agreement by and
between Executive, Heritage and Heritage Bank of Commerce dated September 15, 2022 (the “Heritage Employment Agreement”), and on and as of the Effective Date, the Company and Heritage have completed the merger of their respective
organizations pursuant to the Agreement and Plan of Reorganization and Merger between CVB and Heritage dated December 17, 2025 (the “Merger Agreement”);
WHEREAS, pursuant to the Merger Agreement, and subject to the closing of the merger transaction thereunder, Executive and the Company have
previously agreed in writing to the terms of an offer of employment dated December 17, 2025 (the “Offer Letter”), which Offer Letter provides, among other things, that the Company would (i) employ Executive as the President of
CVB and the Bank, (ii) provide Executive with an employment agreement to be substantially similar in form to the employment agreements currently in place with the Company’s other named executive officers (other than the Company’s
CEO), and (iii) provide terms of employment in said employment agreement that are meant to be consistent with the terms of the Offer Letter; and
WHEREAS, the parties are willing to enter into this Agreement providing for such employment upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the sufficiency of which is acknowledged, the parties
hereto covenant and agree as follows:
A. TERM OF EMPLOYMENT
1. Term. The Company hereby agrees to employ Executive as Company’s President (of CVB and the Bank), and Executive hereby accepts
such employment with the Company, with this Agreement to be effective as of the Effective Date and continuing for a term through June 30, 2028 (the “Term”), subject however to prior termination as hereinafter provided. At the
conclusion of the Term, and each successive renewal term thereafter, the Agreement shall be automatically renewed for an additional one-year term, unless either party gives written notice of its intention to
terminate the Agreement at least six (6) months prior to the automatic renewal date. Where used herein, “Term” shall refer to the period of the employment of Executive by the Company from the Effective Date through the end of the
Term and each additional one-year renewal term, or such shorter period as Executive may be employed by the Company if Executive’s employment is terminated earlier as hereinafter provided.
B. DUTIES OF EXECUTIVE
1. Duties. Executive’s duties under this Agreement shall include all ordinary and reasonable duties for Executive’s position
at the Company, as specified from time to time by the Company’s Chief Executive Officer (“CEO”). Executive shall render his services to the Company and shall exercise such corporate responsibilities as Executive may be directed by
the CEO. Executive shall perform his duties faithfully, diligently and to the best of his ability, consistent with the highest and best standards of the banking industry and in compliance with applicable laws.
2. Conflicts of Interest. Executive expressly agrees as a condition to the performance by the Company of its obligations herein that,
during the Term, he will not, directly or indirectly, render any services of an advisory nature or otherwise become employed by, or participate or engage in, any business competitive with any businesses of the Company, without the prior written
consent of the Company; provided, however, that nothing herein shall prohibit Executive from owning stock or other securities of a competitor which are relatively insubstantial to the total outstanding stock of such competitor, and so long as he in
fact does not have the power to control or direct the management or policies of such competitor and does not serve as a director or officer of, and is not otherwise associated with, any competitor except as consented to by the Company. Nothing
contained herein shall preclude substantially passive investments by Executive during the Term that may require nominal amounts of his time, energies and interest.
3. Performance. During the Term, Executive shall devote substantially his full energies, interests, abilities and productive time to
the business of the Company. Executive shall at all times loyally and conscientiously perform all of these duties and obligations hereunder and as may be further specified by the CEO, and shall at all times strictly adhere to and obey, and instruct
and require, to the best of his ability, all those working under and with him strictly to adhere and obey, all applicable federal and state laws, statutes, rules and regulations to the end that the Company shall at all times be in full compliance
with such laws, statutes, rules and regulations.
4. Subpoenas; Cooperation in Defense of the Company. If Executive, during the
Term or thereafter, is served with any subpoena or other compulsory judicial or administrative process calling for production of Confidential Information (as described in Section H below) or if Executive is otherwise required by law or regulations
to disclose Confidential Information, Executive will promptly, before making any such production or disclosure, notify the Company’s counsel and provide such information as the Company may reasonably request to take such action as the Company
deems necessary to protect its interests. Executive agrees to cooperate reasonably with the Company, whether during the Term or thereafter, in the prosecution or defense of all threatened claims or actual litigation in which the Company is or may
become a party, whether now pending or hereafter brought, in which Executive has direct or indirect knowledge of relevant facts or issues. If Executive is no longer employed by the Company, the Company shall reasonably compensate Executive for his
time, and shall reimburse Executive for any reasonable expenses incurred, in connection with Executive’s cooperation in accordance with this paragraph.
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5. Resignation. The termination of Executive’s employment with the Company for
any reason shall be treated as Executive’s resignation from (i) any and all officer and employee positions Executive has with the Company, and (ii) any and all fiduciary positions Executive may then hold with respect to any employee
benefit plans or trusts established by the Company. Executive agrees that this Agreement shall serve as written notice of resignation under any such circumstance. Furthermore, Executive agrees to execute any documents evidencing such resignations
that the Company may reasonably request.
C. COMPENSATION
1. Salary. In consideration of the performance by Executive of all of his obligations under this Agreement, the Bank agrees to pay
Executive during the Term a base salary at a rate of seven hundred thousand dollars ($700,000) per year, less required taxes and withholdings. The base salary shall be payable in accordance with the Bank’s regular payroll practices. The CEO
and the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) will evaluate Executive’s and the Bank’s performance annually (beginning in 2027), and the Compensation Committee may
elect to adjust Executive’s base annual salary and other compensation from time to time, at its sole discretion.
2. Bonuses.
For each calendar year in the Term (or, for 2026, the portion of the calendar year commencing on the Effective Date), Executive shall be eligible to be considered for a bonus consistent with the Bank’s applicable executive incentive
compensation program, with metrics-based incentive compensation in the range of 0% to 60% of Executive’s base salary (such base salary as in effect on such date as may be provided in the applicable program) and a discretionary bonus
opportunity in the range of 0% to 20% of such base salary, based upon Executive’s performance and accomplishment of business, financial and individual goals during the completed fiscal year and the overall financial performance of the Bank.
The Compensation Committee retains the discretion as to whether to grant incentive compensation and discretionary bonuses each year, and in what amounts. Executive shall be entitled to receive a pro-rata
payment in respect of Executive’s 2026 annual bonus for the period from January 1, 2026 through the date immediately preceding the Effective Date, equal to the 2026 bonus amount determined by Heritage prior to the Effective Date pursuant
to the Merger Agreement and reflected in Heritage’s bonus accruals as of the Effective Date. These incentive payments and bonuses are to be paid following the performance year at such time as is set forth in the applicable executive incentive
compensation program (no later than March 15 of the following year), provided that Executive continues in employment through the end of the performance year, regardless of whether Executive is still employed by the Company at the time of
payment.
3. Annual Equity Grants. The Compensation Committee intends to grant to Executive restricted stock units
(“RSUs”), performance-based restricted stock units (“PRSUs”), and/or stock option or restricted stock annually during the Term. At its first regular meeting following the Effective Date, the Compensation Committee shall award
Executive an equity grant consisting of 20,000 shares of stock, evenly split between (i) restricted stock (10,000 shares), which shall be subject to time-based, pro rata vesting over the three-year period following the Effective Date, and
(ii) PRSUs (10,000 target shares), which shall be subject to a three-year vesting and performance period (through December 31, 2028) based on the same performance metrics applied to grants of PRSUs made in 2026 to the Company’s other
named executive officers. Beginning with grants made in 2027, the annual target grant value of the underlying equity is anticipated to be approximately one hundred percent (100%) of Executive’s annual base salary at time of grant. Such equity
grants will be subject to the terms and conditions of the CVB Financial
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Corp. 2018 Equity Incentive Plan or other equity plan and award agreements entered into pursuant thereto, and shall be in such forms of awards and on such terms as may be determined from time to
time by the Compensation Committee or the Committee administering the CVB Financial Corp. 2018 Equity Incentive Plan or other equity plan, in its discretion, which includes the discretion to reduce the annual target grant value of the underlying
equity under such grants to Executive in any year.
4. Retention Award. Executive shall be eligible to receive a cash retention
award of $1,800,000 (such amount, the “Retention Award”). The Retention Award shall vest in two equal installments on each of January 1, 2027 and January 1, 2028, subject to Executive’s continued employment with the
Company through the applicable vesting date; provided, that any unvested portion of the Retention Award will immediately vest upon (a) Executive’s termination by the Company without “Cause” (as described in Section F.1 below),
(b) resignation by the Executive for “Good Reason” (as defined in Section F.4(c) below), (c) termination due to Executive’s death or “disability” (as defined in Section F.2 below), or (d) a “Change in
Control” (as defined in Section F.4(b) below) occurring after the Effective Date, in each case prior to the applicable vesting date. Any portion of the Retention Award that vests shall be paid in a cash lump sum, less applicable deductions and
withholdings, within thirty (30) days following the applicable vesting date.
D. EXECUTIVE BENEFITS
1. Group Medical, Life Insurance and 401(k) Benefits. During the Term, the Bank shall provide for Executive’s participation in
medical, accident, health benefits, disability insurance, life insurance, the 401(k) plan/profit sharing plan, the executive nonqualified deferred compensation plan, vacation/paid time off policy and other employee benefits as provided to other
officers and employees of the Bank, the amount extent and scope of which shall be determined in accordance with the plans and policies adopted by the Bank as in effect from time to time, and subject to applicable legal limitations.
2. Presidio Bank SERP. Pursuant to the Merger Agreement, the Bank has agreed to assume the rights and obligations of Heritage relative
to Executive under the terms and conditions of Executive’s Supplemental Executive Retirement Agreement with Presidio Bank dated November 28, 2017 (“Presidio Bank SERP Agreement”).
3. Automobile. During the Term, the Bank shall provide Executive a monthly automobile allowance in the amount of one thousand two
hundred dollars ($1,200.00) in accordance with the Bank’s automobile expense reimbursement policy. Executive shall be responsible for maintaining all requisite documentation and records concerning the use of such automobile which may be
necessary to ensure compliance with applicable federal and state income tax laws and regulations including, but not limited to, issues involving the determination and reporting of the taxable income of Executive and establishing the availability to
the Bank of appropriate tax deductions.
4. Club Memberships. During the Term, the Bank agrees to reimburse Executive for monthly
dues and reasonable business-related expenses (including the cost of periodic capital dues) of one (1) golf club membership and one (1) social club membership, upon submission of appropriate documentation by Executive.
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E. REIMBURSEMENT FOR BUSINESS EXPENSES
1. Ordinary Business Expenses. Executive shall be entitled to reimbursement by the Bank for any ordinary and necessary business expenses
incurred by Executive in the performance of Executive’s duties and in acting for the Bank during the Term. The type of expenditures shall be determined by the Bank’s Board of Directors, provided that:
(a) Each such expenditure is of a nature qualifying it as a proper deduction on the federal and state income tax returns of the Bank as a
business expense and not as compensation to Executive; and
(b) Executive furnishes to the Bank adequate records and other documentary
evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of such expenditures as deductible business expenses of the Bank and not as compensation to Executive.
2. Initial Housing and Travel Costs. Executive shall be provided with temporary housing (or, at Executive’s election, a housing
allowance) in the Greater Ontario, California metropolitan area for a period of three (3) months following the Effective Date, at the Company’s expense and in accordance with the terms of the Company’s relocation policy (it being
understood and agreed that Executive shall have no current obligation to permanently relocate to the Greater Ontario, California metropolitan area). In addition, during the Term, Executive shall be entitled to reimbursement (on a business expense
basis) for reasonable costs incurred for round-trip business class airfare from the California Bay Area and for the reasonable costs of a rental or leased vehicle, in respect of Executive’s performance of services in and travel to the Greater
Ontario, California metropolitan area, with any such reimbursements to be made following presentation and approval of receipts or other appropriate evidence of such costs.
3. Other Business Expenses. Provided that the Bank’s CEO or Board of Directors has granted specific approval in advance, any
reasonable and customary expenses of Executive for his activities in industry association groups, or other business, industry, civic, or charitable organizations, that are not reimbursed by those organizations, will be reimbursed by the Bank to
Executive upon presentation of proper documentation.
4. Applicable Limits. Notwithstanding any other provision of this Agreement,
any reimbursements provided in this Section E or in Section D above must be paid no later than the last day of the calendar year following the calendar year in which such expenses were incurred, and must be submitted to the Company no later than 30
days prior to such last day; in no event will any such reimbursements made in any one calendar year affect the reimbursements to be made in any other calendar year; and Executive’s right to have the Company pay such expenses may not be
liquidated or exchanged for any other benefit.
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F. TERMINATION
Notwithstanding any and all other provisions of this Agreement to the contrary, Executive’s employment hereunder may be terminated by the
Bank and CVB, with or without Cause, in the sole and absolute discretion of the CEO and/or Boards of Directors of the Bank and CVB at any time. Upon any such termination, the Bank shall pay to Executive (or to Executive’s estate in the event
of his death) the current base salary earned but unpaid through the date of termination, along with any earned but unused vacation pay due at the time of termination (collectively, the “Accrued Obligations”), which payment shall be made
within ten (10) days after the date of termination or at such earlier time as may be required by applicable law. The termination of Executive’s employment shall not affect any rights or benefits that Executive may have pursuant to any
insurance, retirement, equity incentive, deferred compensation or other benefit plans or arrangements of the Bank and CVB (including under the Presidio Bank SERP Agreement), to the extent that such rights or benefits have vested prior to or as a
result of such termination (the “Vested Benefits”). Any Vested Benefits shall be paid or provided solely in accordance with the terms and conditions of such other plans and arrangements. The payments, if any, provided in Sections F.1,
F.2 and F.4 below, under the circumstances set forth therein, shall be in full and complete satisfaction of any and all rights and benefits that Executive might receive from his employment with the Bank and CVB, other than such other rights and
benefits, if any, as are expressly set forth or referenced herein. The Bank and CVB shall have no other obligations to Executive (or to Executive’s heirs or legal representatives) upon any termination of employment, except as expressly
provided below, or as otherwise required by applicable law.
1. Without Cause. If Executive’s employment is terminated by the
Company or Executive terminates employment with the Company for Good Reason (as defined in Section F.4(c) below) and such termination is not for reasons described in Sections F.2, F.3 or F.4 below, and Executive complies with Sections H.1 and H.4
below, then, in addition to the Accrued Obligations and the Vested Benefits, the Bank shall pay to Executive an amount equal to one (1) times his then current annual base salary immediately preceding such termination, plus one (1) times
Executive’s average annual bonus (if any) granted under Section C.2 for the last two (2) calendar years (including, for this purpose and if applicable, bonuses for periods of Executive’s employment within the last two
(2) calendar years with Heritage prior to the Effective Date) ended immediately preceding the calendar year in which such termination occurs (whether or not payment is deferred), in full and complete satisfaction of any and all rights which
Executive may enjoy hereunder. The amount described in this Section F.1 shall be paid in equal installments on the Bank’s normal payroll dates during the twelve (12) month period immediately following such termination. Such severance
payments described in this Section F.1 are contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Any payment or payments required to be made prior to the sixtieth (60th) day
following the date of termination of employment shall be held back and aggregately paid on the sixtieth (60th) day following the date of termination of employment. For purposes of this Agreement, a decision by the Company to not renew this Agreement
pursuant to Section A.1 above shall not be considered a termination without Cause for any purpose under this Agreement.
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2. Upon Disability or Death.
(a) Disability. Executive’s employment hereunder may be terminated by the Bank and CVB upon Executive’s inability to
perform his duties hereunder as a result of prolonged absence from work for health reasons or physical or mental disability, illness or incapacity, for three (3) consecutive calendar months, or for shorter periods aggregating four
(4) months in any twelve (12) month period, as reasonably determined by the CEO. If Executive’s employment terminates under this Section F.2(a), the Bank shall pay to Executive the Accrued Obligations and shall provide the Vested
Benefits. Additionally, if Executive’s employment terminates under this Section F.2(a), all of Executive’s RSUs, PRSUs, stock options and shares of restricted stock, whether granted under Section C.3 herein or otherwise, shall become due
and/or vest fully and immediately, with PRSUs for any performance period that has not ended vested at target levels. Executive shall not have the right to receive any other compensation or benefits for any period after the termination pursuant to
this Section F.2(a), except for disability benefits under any Company-provided disability insurance.
(b)
Executive’s Death. Executive’s employment hereunder shall terminate upon Executive’s death. If Executive’s employment terminates under this Section F.2(b), the Bank shall pay to Executive’s
estate the Accrued Obligations and shall provide the Vested Benefits. Additionally, if Executive’s employment terminates under this Section F.2(b), all of Executive’s RSUs, PRSUs, stock options and shares of restricted stock,
whether granted under Section C.3 herein or otherwise, shall become due and/or vest fully and immediately, with PRSUs for any performance period that has not ended vested at target levels. Executive (and his estate, successors and beneficiaries)
shall not have the right to receive any other compensation or benefits for any period after the termination pursuant to this Section F.2(b).
3. For Cause. The Company may terminate immediately Executive’s employment hereunder for “Cause,” if the CEO and/or
the Board of Directors of either the Bank or CVB reasonably determines that Executive has:
(i) willfully committed a significant act of
dishonesty, deceit or breach of fiduciary duty in the performance of Executive’s duties as an employee of the Company;
(ii)
grossly neglected or willfully failed in any way to perform substantially the duties of such employment after a written demand for performance is given to Executive by the CEO and/or the Board of Directors of the Bank or CVB which demand
specifically identifies the manner in which the CEO and/or such Board of Directors believes Executive has failed to perform his duties, and Executive fails to cure such failure within thirty (30) days following receipt of such written demand;
(iii) violated any material provision of the Company’s Code of Conduct; or
(iv) willfully acted or failed to act in any other way that violates Executive’s duties under this Agreement and that materially and
adversely affects the Company.
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In the event of a termination of Executive’s employment by the Company under this
Section F.3, the CEO and/or Board of Directors shall deliver to Executive, at the time Executive is notified of the termination of his employment, a written statement setting forth in reasonable detail the facts and circumstances claimed by the
Company to provide a basis for the termination of Executive’s employment under this Section F.3.
“Cause,” as defined
in this Section F.3, shall not include or be predicated upon any act or omission by Executive which is taken or made: (a) at the direction of the CEO or the Board of Directors; (b) in accordance with the advice of the Company’s
corporate or outside legal counsel; or (c) to comply with a lawful order, subpoena, or directive from a federal, state or local government or regulatory agency or court.
If Executive’s employment terminates under this Section F.3, the Bank shall pay Executive the Accrued Obligations and shall provide the
Vested Benefits. Executive shall not have the right to receive any other compensation or benefits for any period after the termination pursuant to this Section F.3. Any termination under this Section F.3 shall not prejudice any remedy which the
Company may otherwise have at law, in equity, or under this Agreement.
4. Upon a Change in Control.
(a) Except for any termination pursuant to Sections F.2 or F.3 hereof, and provided that Executive complies with Sections H.1 and H.4 below,
if either (i) Executive’s employment with the Company is terminated by the Bank or CVB without Cause within one hundred eighty (180) days prior to the completion of a Change in Control (as defined below) or (ii) within one
(1) year after the completion of a Change in Control, Executive’s employment with the Company is (x) terminated by the Bank or CVB or any successor to the Bank or CVB without Cause, or (y) Executive resigns his employment with
the Bank and CVB or any successor to the Bank or CVB for Good Reason, as defined below, then, in either case, in addition to the Accrued Obligations and the Vested Benefits, Executive shall be entitled to receive an additional amount equal to the
sum of (A) two (2) times Executive’s then current annual base salary immediately preceding such termination (or, if greater, immediately preceding the Change in Control), plus two (2) times Executive’s average annual bonus (if
any) granted under Section C.2 (or under similar arrangements prior to this Agreement) for the last two (2) calendar years (including, for this purpose and if applicable, bonuses for periods of Executive’s employment within the last two
(2) calendar years with Heritage prior to the Effective Date) ended immediately preceding the Change in Control (whether or not payment is deferred) and (B) a lump sum amount (adjusted upward for any applicable payroll and other taxes due)
equal to twenty-four (24) months of the cost of the equivalent medical and dental plan coverage available under the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), to the
extent that Executive or any of Executive’s dependents may be covered under the terms of any medical and dental plans of the Company or any successor to the Company for active employees immediately prior to any such termination or resignation.
Such severance payments are contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Further, upon any Change in Control (as defined below), with or without Executive’s
termination before or after such Change in Control, all of Executive’s RSUs, stock options and shares of restricted stock, whether granted under Section C.3 herein or otherwise, shall become due and/or vest fully and immediately. Additionally,
upon any Change in Control (as defined below), with or without Executive’s termination before or after such Change in Control, Executive’s PRSUs granted under Section C.3 herein or otherwise for any performance period that
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has not ended and for which less than two (2) years of the performance period have been completed prior to the Change in Control shall vest immediately at target levels, and
Executive’s PRSUs for any performance period that has ended or for which at least two (2) years of the performance period have been completed prior to the Change in Control shall vest immediately for the number of shares based on the
Company’s and/or Company’s stock’s actual performance during the performance period or the completed portion of the performance period. Any payment or payments required to be made under this Section F.4(a) shall be made in a lump
sum as soon as reasonably practicable and no later than the sixtieth (60th) day following the date of termination of employment.
(b) A
“Change in Control” shall be deemed to have occurred on the earliest date on which the conditions set forth in any of the following paragraphs shall have been satisfied:
(i) any one person, or more than one person acting as a group, acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition) ownership of stock of CVB or the Bank possessing more than 50% of the total voting power of CVB’s or the Bank’s stock;
provided, however, it is expressly acknowledged by Executive that this provision shall not be applicable to any person who is, as of the date of this Agreement, a Director of CVB or the Bank;
(ii) a majority of the members of CVB’s Board of Directors is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority of the members of CVB’s Board prior to the date of the appointment or election;
(iii) a merger or consolidation where the holders of the Bank’s or CVB’s voting stock immediately prior to the effective date of
such merger or consolidation own less than 50% of the voting stock of the entity surviving such merger or consolidation;
(iv) any one
person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank that
have a total gross fair market value greater than 50% of the total gross fair market value of all of the Bank’s assets immediately before the acquisition or acquisitions; provided, however, transfer of assets that otherwise would
satisfy the requirements of this subsection (iv) will not be treated as a change in the ownership of such assets if the assets are transferred to:
(A) a shareholder of the Bank (immediately before the asset transfer) in exchange for or with respect to the stock of the Bank held by such
shareholder;
(B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly by CVB or the Bank;
(C) a person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting
power of all the outstanding stock of CVB or the Bank; or
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(D) an entity, at least 50% of the total value or voting power is owned, directly or
indirectly by a person (or group of persons) that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of CVB or the Bank.
Each event comprising a Change in Control is intended to constitute a “change in ownership or effective control,” or a
“change in the ownership of a substantial portion of the assets,” of CVB or the Bank as such terms are defined for purposes of Section 409A of the Internal Revenue Code and “Change in Control” as used herein shall be
interpreted consistently therewith.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur as a result of any
transaction which merely changes the jurisdiction of incorporation of CVB or the Bank.
(c) “Good Reason” shall mean, for
purposes of this Agreement:
(i) Executive’s then current level of annual base salary is reduced without Executive’s written
consent;
(ii) there is (relative to Executive’s annual base salary) a material overall reduction in the employee benefits provided
to Executive (including, without limitation, annual equity incentive grants, life insurance and health insurance, and incentive bonus opportunity) from the plans and benefits in effect immediately prior to the Change in Control;
(iii) Executive’s authority, duties or responsibilities are materially diminished;
(iv) any of Executive’s salary payments, bonus payments, and/or equity incentive grants are not made or provided timely and in
accordance either with this Agreement or applicable law;
(v) the principal work location to which Executive is required to report is
relocated to a location more than fifty (50) miles from Executive’s principal work location at the Effective Date;
(vi) the
Company or any successor to the Company either fails to assume or communicates that it intends to refuse to assume any part of this Agreement, including all of the Company’s or its successor’s obligations as set forth herein, except as
otherwise required by law or regulation; or
(vii) the Company or its successor materially breaches this Agreement.
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Executive’s resignation shall be for Good Reason only if Executive shall deliver to
the Company, within ninety (90) days following the event constituting Good Reason, a written notice of intended resignation for Good Reason setting forth in reasonable detail the facts and circumstances claimed by Executive to provide a basis
for the resignation for Good Reason. The Company shall have a period of thirty (30) days following receipt of such notice to cure such grounds for Good Reason prior to any resignation by Executive for Good Reason becoming effective. Executive
shall not be entitled to resign for Good Reason if the Company effects such cure within the thirty (30)-day period. If the Good Reason condition continues to exist after such thirty (30)-day cure period, Executive may resign for Good Reason effective no later than thirty (30) days after the end of such cure period.
5. Release. As a condition to Executive’s receiving any payments pursuant to Sections F.1 and F.4 hereof, Executive must execute
and deliver a general release to the Company not later than forty-five (45) days following the date of termination of employment, substantially in the form attached hereto as Exhibit A, releasing CVB, the Bank, their respective
employees, officers, directors, stockholders and agents, and each person who controls any of them within the meaning of Section 15 of the Securities Act of 1933, as amended, from any and all claims of any kind or nature, whether known or
unknown (other than claims with respect to payments pursuant to Sections F.1 and F.4, payment of Accrued Obligations and provision of Vested Benefits and valid claims for indemnification under Section H.5 of this Agreement) from the beginning of
time to the date of termination of employment.
6. Payment on Death. Executive may designate in writing (only on the form attached
hereto as Exhibit B or on any other form provided by the Bank) that is delivered by the Executive to the Bank before Executive’s death primary and contingent beneficiaries to receive the balance of any payment under any of Sections F.1,
F.2(b) or F.4 that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment shall be paid to such beneficiaries in a single Lump
sum payment (not discounted to present value) made within ninety (90) days following Executive’s death. Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The
last written beneficiary designation delivered by Executive to the Bank prior to the Executive’s death will control. If Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives Executive, then
Executive’s payment balance shall be paid to the Executive’s estate in a lump sum payment (not discounted to present value) within ninety (90) days following Executive’s death. The Company shall determine the timing of any
payment within the ninety (90)-day period specified herein.
G. COMPLIANCE
1. Regulatory Provisions.
(a) Compliance with Safety and Soundness Standards. Notwithstanding anything contained herein to the contrary, in no event shall the
total compensation paid out upon the departure of Executive be in excess of that considered by the Office of the Comptroller of the Currency (OCC), Federal Reserve Board or the Federal Deposit Insurance Corporation (FDIC) to be safe and sound at the
time of such payment, taking into consideration all applicable laws, regulations, or other regulatory guidance. Any payments made to Executive, pursuant to this Agreement or otherwise, are subject to and conditioned upon compliance with all
applicable banking regulations, including, but not limited to, 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. Executive agrees that should any payments that are made or
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benefits that are provided pursuant to this Agreement be considered unsafe or unsound or otherwise prohibited by applicable law, regulation or regulatory order, Executive agrees that he shall
return or otherwise reimburse the Company for the amount of such prohibited payments or benefits to the extent required by such law, regulation or regulatory order. Without limiting the foregoing, Executive agrees that he may be or become subject
to, and will promptly comply with, any applicable rule or regulation that imposes any limitation or restriction on incentive compensation or requires the return or reimbursement to the Company of any payments, benefits or other compensation,
including, but not limited to, return or reimbursement in connection with any incentive compensation previously paid prior to the issuance of a financial restatement as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act,
the Sarbanes-Oxley Act of 2002 and all regulations promulgated by any self-regulatory organization on which CVB’s common stock may then be listed or as required by any Company claw back policy, including the CVB Financial Corp. Compensation
Recoupment Policy adopted pursuant to Section 10D of the Securities Exchange Act of 1934, as amended, and Section 5608 of the Nasdaq Listing Rules. Without limiting the foregoing, Executive agrees that, after the Effective Date, in
the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under federal securities laws, Executive shall return or reimburse the Company (whether
or not Executive is then serving as a current executive officer of the Company) for any incentive-based compensation (including stock options, restricted stock and restricted stock units awarded as compensation) during the three-year period
preceding the date on which the Company is required to prepare an accounting restatement, based on the erroneous data, in excess of what would have been paid to Executive under the accounting restatement.
(b) Suspension and Removal Orders. If Executive is suspended and/or temporarily prohibited from participating in the conduct of the
Company’s affairs by notice served under Section 8I(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818I(3) and (g)(1)), the Company’s obligations under this Agreement shall be suspended as of the date of
service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company shall (to the fullest extent permitted by law): (i) pay Executive the compensation withheld while its obligations under this Agreement were
suspended, as though Executive was never suspended; and (ii) reinstate (in whole or in part) any of its obligations which were suspended. If Executive is removed and/or permanently prohibited from participating in the conduct of the
Company’s affairs by an order issued under Section 8I(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818I(3) or (g)(1)), all obligations of the Company under this Agreement shall terminate as of the effective
date of the order, but vested rights of the parties shall not be affected.
(c) Termination by Default. If the Bank is in default
(as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but vested rights of the parties shall not be affected.
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2. Certain Limitations. Notwithstanding any other provision of this Agreement, if the
total amounts payable pursuant to this Agreement, together with all other payments to which Executive is entitled, would constitute an “excess parachute payment” (as defined in Section 280G of the Internal Revenue Code), as amended,
such payments either (a) shall be delivered in full or (b) shall be reduced to the largest amount which may be paid without any portion of such amount being subject to the excise tax imposed by Section 4999 of the Internal Revenue
Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Internal Revenue Code, results in the receipt by Executive, on
an after-tax basis, of the greater amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Internal Revenue Code. Any such reduction shall be
made first to the severance payment specified in Section F.4(a) hereof (if applicable), applied equally among each of the installments thereof. Any determination required under this Section G.2 initially will be made in writing, in accordance with
the terms of the Merger Agreement (as applicable), by a nationally recognized accounting firm selected by CVB (the “Accountants”). For purposes of making the calculations required by this Section G.2, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Internal Revenue Code. CVB and Executive shall furnish to the Accountants
such information and documents as the Accountants may reasonably request in order to make a determination under this Section G.2. CVB shall bear all fees and costs of the Accountants in connection with any calculations contemplated by this Section
G.2. In the event there is a dispute among the parties regarding the extent to which payments must be reduced pursuant to this Section, such dispute shall be settled in accordance with Section H.13 herein; no such disputed payment shall be made
until the dispute is settled. Any payments, however, that are not in dispute, shall be paid promptly, as otherwise required.
3. No
Duty to Mitigate; No Offset. Executive shall not be required to mitigate the amount of any payments to Executive provided for under Sections F.1, F.2 and F.4 of this Agreement by seeking alternative employment during the periods for which such
payments are paid. In addition, the Company shall not have any right to offset amounts earned by Executive following termination against any payments to be paid to Executive pursuant to Sections F.1, F.2 and F.4 of this Agreement in the event that
Executive obtains other employment or realizes or is due any other financial gain or profit during the periods that such payments are being paid, provided that Executive continues to comply with his obligations under Sections H.1 through H.4.
4. Withholding Taxes. The Company will withhold federal, state, local or foreign income taxes, FICA taxes, and any other
applicable taxes from any and all payments made hereunder as required by applicable law.
5. Section 409A Compliance. The Company
and Executive intend that any payments and benefits that may be provided under this Agreement are to be exempt from or to comply with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and U.S. Treasury
guidance issued thereunder (“Section 409A”) so as not to result in the imposition of any tax, interest charge or other assessment, penalty or addition under Section 409A. In this regard, the following provisions shall apply to
this Agreement.
(a) For purposes of determining the date on which any payment is to be made or benefit provided under this Agreement,
references to “termination of employment,” “employment terminates” and similar terms shall mean “separation from service” as defined for purposes of Section 409A. Any payments under Sections F.1 or F.4 shall
be made or shall commence only after Executive has a “separation from service” with the Company as defined under Section 409A.
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(b) Each payment provided under this Agreement shall be treated as a separate
“payment” (separate from any other payment from the Company to Executive, whether or not under this Agreement) for purposes of Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery
of any such payment except to the extent specifically permitted or required by Section 409A.
(c) Notwithstanding anything to the
contrary in this Agreement, to the extent required to comply with Section 409A, if, as of the date of Executive’s separation from service with the Company, Executive is a “specified employee” (for purposes of
Section 409A(a)(2)(B)), then each payment under this Agreement that is considered to be a payment of non-qualified deferred compensation in connection with a separation from service with the Company that
otherwise would have been payable at any time during the six (6)-month period immediately following such separation from service shall not be paid prior to the expiration of such six (6)-month period, and instead shall be payable in a lump sum as
soon as reasonably practicable following the expiration of such six (6)-month period (or, if earlier, in a lump sum payment upon Executive’s death). This six (6)-month delay in payment shall not apply to any payment that is a short-term
deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) or “disability pay” or “death benefits” within the meaning of Treasury Regulation Section 1.409A-1(a)(5). Additionally, such six (6)-month delay in payment shall not apply to any payment if and to the maximum extent that such payment is deemed to be paid under a separation pay plan that does
not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any payment that
qualifies for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which Executive’s
separation from service occurs.
(d) In addition to any specific references to Section 409A in this Agreement, all terms and
conditions of this Agreement are intended, and shall be interpreted and applied to the greatest extent possible in such manner as may be necessary, to exclude any compensation and benefits provided by this Agreement from the definition of
“deferred compensation” within the meaning of Section 409A or to comply with the provisions of Section 409A.
H.
GENERAL PROVISIONS
1. Company Confidential Information and Trade Secrets.
(a) During his employment with the Company, Executive has had access to and has become acquainted with, and during the Term, Executive will
continue to have access to and will become acquainted with, what Executive and the Company acknowledge are trade secrets and other confidential and proprietary information of the Company, including but not limited to, knowledge or data concerning
the Company, its operations and business, the identity of customers of the Company, including knowledge of their financial conditions their financial needs, as well as their methods of doing business, pricing information for the purchase or sale of
assets,
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financing and securitization arrangements, research materials, manuals, computer programs, formulas for analyzing asset portfolios, marketing plans and tactics, salary and wage information, and
other business information (hereinafter “Confidential Information”). Executive acknowledges that all Confidential Information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part
by Executive. Executive shall not disclose any of the aforesaid Confidential Information, directly or indirectly, under any circumstances or by any means, to third persons without the prior written consent of the Company, or use it in any way,
except as required in the course of Executive’s employment with the Company.
(b) Nothing in this Agreement prohibits Executive
from reporting an event that Executive reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange Commission, Equal Employment
Opportunity Commission, or U.S. Department of Labor), or from cooperating in an investigation conducted by such a government agency. Executive is hereby provided notice that under the 2016 Defend Trade Secrets Act (DTSA): (i) no individual will be
held criminally or civilly liable under Federal or State trade secret law for disclosure of a trade secret (as defined under the DTSA) that: (A) is made in confidence to a Federal, State, or local government official, either directly or
indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under
seal so that it is not made public; and, (ii) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade
secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and otherwise does not disclose the trade secret, except as permitted by court order.
2. Company’s Ownership in Executive’s Work. Executive agrees that all inventions, discoveries,
improvements, trade secrets, formulae, techniques, processes, and know-how, whether or not patentable, and whether or not reduced to practice, that are conceived or developed during Executive’s
employment with the Company or any predecessor organization (including Heritage, its subsidiaries and predecessors), either alone or jointly with others, if on the Company’s or such predecessor organization’s time, using the
Company’s or such predecessor organization’s facilities, relating to the Company, a predecessor organization or to the banking industry shall be owned exclusively by the Company, and Executive hereby assigns to the Company all of
Executive’s right, title, and interest in all such intellectual property. Executive agrees that the Company shall be the sole owner of all domestic and foreign patents or other rights pertaining thereto, and further agrees to execute all
documents that the Company reasonably determines to be necessary or convenient for use in applying for, prosecuting, perfecting, or enforcing patents or other intellectual property rights, including the execution of any assignments, patent
applications, or other documents that the Company may reasonably request. This provision is intended to be applied consistent with applicable law.
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3. Statutory Limitation on Assignment. Executive understands that the Company is
hereby advising Executive that any provision in this Agreement requiring Executive to assign rights in any invention does not apply to an invention that qualifies fully under the provisions of Section 2870 of the California Labor Code. That
Section provides as follows:
“(a) Any provision in an employment agreement which provides that an employee shall assign, or offer
to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies facilities, or trade secret
information, except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to
the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(2) Result from any
work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of the state and is unenforceable.”
By signing this Agreement, Executive acknowledges that this paragraph shall constitute written notice of the provisions of Section 2870.
4. Covenant Not to Solicit Customers or Fellow Employees. If the Company or Executive terminates this Agreement for any reason,
including nonrenewal at the end of the Term, Executive agrees that, for the one (1) year period following termination of Executive’s employment with the Company, Executive shall not use the Company’s Confidential Information or
trade secrets to solicit the banking business of any customer with whom the Bank, CVB or a subsidiary bank is doing or has done business during the one (1) year period immediately preceding such termination, use such Confidential Information or
trade secrets to encourage any such customers to stop using the facilities or services of the Company, or use such Confidential Information or trade secrets to encourage any such customers to use the facilities or services of any competitor of the
Company. Executive further agrees, during the term of Executive’s employment with the Company and for a one (1) year period following the termination of Executive’s employment with the Company for any reason, including nonrenewal at
the end of the Term, not to solicit the services of any officer, employee or independent contractor of the Bank or CVB.
The covenants
contained in this Section H.4 shall be considered as a series of separate covenants, one for each political subdivision of California, and one for each entity or individual with respect to whom solicitation is prohibited. Except as provided in the
previous sentence, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section H.4. If in any arbitration or judicial proceeding an arbitrator or a court refuses to enforce any of such separate covenants
(or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that a provision of
this Section H.4 or any such separate covenant or portion thereof, is determined to exceed the time, geographic or scope limitations permitted by applicable law, then such provision shall be reformed to the maximum time, geographic or scope
limitations, as the case may be, permitted by applicable law. Executive hereby consents, to the extent Executive may lawfully do so, to the arbitral or judicial modification of this Agreement as described in this Section H.4.
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5. Indemnification. To the fullest extent permitted by law, applicable statutes, and
the Articles, Bylaws and resolutions of the Bank and CVB in effect from time to time, as applicable, the Bank and CVB shall indemnify, hold harmless and defend Executive from and against liability, claims or loss arising out of Executive’s
service, actions or omissions concerning or relative to the performance of Executive’s duties, including, but not limited to judgments, penalties, taxes, fines, settlements and advancement of expenses incurred in the defense of actions,
proceedings and appeals therefrom, except as otherwise required by law or regulation. The Bank’s and CVB’s respective obligations under this Section H.5, as applicable, shall survive the expiration or termination of this Agreement.
Without limiting the foregoing provisions, Executive agrees and acknowledges that the Company’s obligation to provide indemnification herein is expressly subject to any regulatory limitations on providing indemnification, including, but not
limited to, the OCC’s or FDIC’s limitations in connection with any civil monetary penalties.
6. Return of Documents.
Executive expressly agrees that all manuals, documents, files, reports, studies, instruments or other materials used and/or developed by Executive during his employment with the Company including the Term are solely the property of the Company, and
that Executive has no right, title or interest therein. Upon termination of Executive’s employment hereunder, Executive or Executive’s representative shall make every good-faith effort to deliver possession of all of said property to the
Company in good condition, as promptly as possible.
7. Notices. Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served in writing, when deposited in the United States mail, registered or certified, postage prepaid, addressed to the party to whom it is directed at the address listed
below, or by facsimile, to the number specified below. Either party may change its address by written notice in accordance with this paragraph.
If to the Bank and CVB:
Citizens Business Bank and CVB Financial Corp.
701 N. Haven Avenue, Suite
350
Ontario, California 91764
Attention: Chief Executive Officer
Telephone: (909) 483-7154
With a copy to:
Citizens
Business Bank and CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, California 91764
Attention: Director of Human Resources
Telephone: (909) 483-7128
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If to Executive:
Clay Jones
At Executive’s
address on file with the
Company.
8. California Law. This Agreement is to be governed by and construed under the laws of the State of California, without regard to the
choice of law provisions of California, except to the extent federal law mandatorily applies, in which case this Agreement shall be governed by and construed under such federal law.
9. Captions and Paragraph Headings. Captions and section and paragraph headings used herein are for convenience only and are not a part
of this Agreement and shall not be used in construing it.
10. Invalid Provisions. Should any provision of this Agreement for any
reason be declared invalid, the validity and binding effect of any remaining portion shall not be affected, and the remaining portions of this Agreement shall remain in full force and effect as if this Agreement had been executed with said provision
eliminated.
11. Entire Agreement. Except as provided below, this Agreement contains the entire agreement of the parties concerning
Executive’s employment with Company and Executive’s severance compensation upon termination of such employment. This Agreement supersedes any and all other agreements, understandings, negotiations and discussions, either oral or in
writing, between the parties hereto with respect to the employment of Executive by the Company and the termination of such employment, including the Heritage Employment Agreement and any other prior employment agreements (other than with respect to
Executive’s right to the payment of an amount equal to $1,456,493 (less applicable deductions and withholdings), in satisfaction of the severance payable upon a “Change in Control” under the Heritage Employment Agreement, which
right shall survive to the extent not paid prior to the Effective Date) or compensation arrangements with Heritage and the Offer Letter, which the parties hereto agree shall be of no further force or effect on and after the Effective Date;
provided, however, that this Agreement does not supersede (a) any director or officer indemnification agreements by and between CVB and Executive (including any rights between Heritage and Executive and including any rights of
Executive to indemnification under Section 6.12 of the Merger Agreement), (b) any stock option agreement, restricted stock agreement, restricted stock unit agreement, deferred compensation plan or agreement, retirement plan or program
(including the Presidio Bank SERP Agreement referenced in Section D.2 above), or (c) COBRA rights under any health care plan or program under which Executive (or his beneficiaries) may be eligible to receive benefits. Each party to this
Agreement acknowledges that he or it has had the opportunity to consult with legal counsel in entering into this Agreement, that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone
acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. This Agreement may not be modified or amended by oral agreement, but only by
an agreement in writing signed by an authorized representative of the Company and Executive.
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12. Receipt of Agreement. Each of the parties hereto acknowledges that it or he has
read this Agreement in its entirety and does hereby acknowledge receipt of a fully executed copy thereof. A fully executed copy shall be an original for all purposes and is a duplicate original.
13. Arbitration. Executive and the Company agree that, to the fullest extent permitted by law, Executive and the Company will submit
all disputes arising under this Agreement or arising out of or related to Executive’s employment with or separation from the Bank and/or CVB, whether arising before, during or following the end of the Term, to final and binding arbitration in
Ontario, California before an arbitrator associated with JAMS or other mutually agreeable alternative dispute resolution service. All such claims must be officially initiated in arbitration by the date upon which such claims would have had to be
initiated in a court of law pursuant to the applicable statute of limitations. Executive and Employer shall have the same amount of time (and no more) to file any claim against the other party as they would have if such a claim were to be filed in
state or federal court. Included within this provision are any claims based on violation of local, state or federal law, such as claims for discrimination or civil rights violations under Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Americans with Disabilities Act, the California Fair Employment and Housing Act, the California Labor Code, or similar statutes. If there is a dispute as to whether an issue or claim is arbitrable, the
arbitrator will have the authority to resolve any such dispute, consistent with applicable law, including claims as to fraud in the inducement or execution, or claims as to validity, construction, interpretation or enforceability.
The arbitrator selected shall have the authority to grant Executive or the Company or both all remedies otherwise available by law. The
arbitrator will be selected from a neutral panel pursuant to the Employment Arbitration Rules & Procedures for JAMS or similar rules of the selected service (“Rules of Selected Service”). Such rules can be obtained from the
Bank’s Human Resources Department or from the applicable Selected Service’s website (e.g., https://www.jamsadr.com/rules-employment-arbitration/English). The arbitration will be conducted in accordance with the Rules of Selected Service.
Notwithstanding anything to the contrary in the Rules of Selected Service, however, the arbitration shall provide (i) for written discovery and depositions adequate to give the parties access to documents and witnesses that are essential to the
dispute and (ii) for a written decision by the arbitrator that includes the essential findings and conclusions upon which the decision is based. The arbitrator’s award shall be enforceable in any court having jurisdiction thereof. The
parties shall each bear their own costs and attorneys’ fees incurred in conducting the arbitration and, except in such disputes where Executive asserts a claim otherwise under a federal, state or local statute (“a Statutory
Claim”), or unless required otherwise by applicable law, shall split equally the fees and administrative costs charged by the arbitrator and the applicable arbitration service. In disputes where Executive asserts a Statutory Claim against the
Company, or where otherwise required by law, Executive shall be required to pay only the applicable arbitration service filing fee to the extent such filing fee does not exceed the fee to file a complaint in state or federal court. The Company shall
pay the balance of the arbitrator’s fees and administrative costs. To the extent permissible or required under applicable law, however, and following the arbitrator’s ruling on the matter, the arbitrator may or shall rule that the
arbitrator’s fees and costs be distributed in an alternative manner, which in the case of a Statutory Claim shall occur only to the extent that such fee or cost award is permitted or required by the underlying statute upon which the Statutory
Claim is based. In any arbitration brought under this Section, and only to the extent permissible under applicable law, including the
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law upon which the claim is based, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. The arbitrator shall apply the same standard with respect to
the awarding of fees and costs, including whether such award is permitted or required, and against which party, as would be awarded if such claim had been asserted in state or federal court. To the maximum extent permitted by law, this mutual
arbitration agreement does not prohibit or limit either the Executive’s or the Company’s right to seek equitable relief from a court, including, but not limited to, injunctive relief, a temporary restraining order, or other interim or
conservatory relief, pending the resolution of a dispute by arbitration. Accordingly, either party may seek provisional remedies pursuant to California Code of Civil Procedure § 1281.8(b). There will be no right or authority for any claim
subject to arbitration to be heard or arbitrated on a class or collective basis, as a private attorney general, or in a representative capacity on behalf of any other person or entity. This arbitration provision is subject to and governed by the
Federal Arbitration Act, 9 U.S.C. §1 et seq. (“FAA”). This means that the FAA governs, among other things, the interpretation and enforcement of this Agreement and all of its provisions, including, without limitation, the
enforceability of the class action waiver referenced in this Section. State arbitration laws do not apply to or govern this Agreement in any respect unless specifically referenced herein. The arbitrator shall have no authority to add to or to modify
the terms described in this paragraph, shall apply all applicable law, and shall have no lesser and no greater remedial authority than would a court of law resolving the same claim or controversy.
Notwithstanding any other provision of this Agreement, claims may be brought before and remedies awarded by an administrative agency if
applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate. Such administrative claims include, without, limitation, claims or charges brought before the Equal Employment Opportunity Commission, the
U.S. Department of Labor, the National Labor Relations Board, or the Office of Federal Contract Compliance Programs. Nothing in this Agreement shall be deemed to preclude or excuse either Executive or the Company from bringing an administrative
claim before any agency in order to fulfill Executive’s or the Company’s obligation to exhaust administrative remedies before making a claim in arbitration. Disputes that may not be subject to predispute arbitration agreement as provided
by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of this Section H.13 as well.
The provisions contained in this Section H.13 shall be construed as a series of separate provisions. In the event any paragraph, section,
subsection, portion or provision of this arbitration agreement is held to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect to the maximum extent possible.
14. Successors and Assigns. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of the Company, which rights and obligations shall include but not be limited to those set forth in Section F of this Agreement. Executive shall not be entitled to assign any of Executive’s rights or
obligations under this Agreement without the Company’s written consent, provided that upon Executive’s death, Executive’s named beneficiaries, estate or heirs, as the case may be, shall succeed to Executive’s rights
and benefits under this Agreement as and to the extent expressly set forth in this Agreement.
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15. Applicability of Agreement. This Agreement does not create, and shall not be
construed as creating, any rights enforceable by a person not a party to this Agreement (except as specifically provided in this Agreement).
16. Attorneys’ Fees. In any action to enforce the terms of this Agreement, the prevailing party shall be awarded
his or its reasonable attorneys’ costs and fees.
IN WITNESS WHEREOF, the Bank and CVB have caused this Agreement to be executed by
a duly authorized officer or representative and Executive has executed this Agreement to be effective as of the Effective Date.
Dated: April 17, 2026
CITIZENS BUSINESS BANK
By:
/s/ David A. Brager
Name: David A. Brager
Title: Chief Executive Officer
Dated: April 17, 2026
CVB FINANCIAL CORP.
By:
/s/ David A. Brager
Name: David A. Brager
Title: Chief Executive Officer
Dated: April 17, 2026
EXECUTIVE
By:
/s/ Clay Jones
Name: Clay Jones
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EXHIBIT A
FORM OF WAIVER AND RELEASE AGREEMENT
This Waiver and Release Agreement (the “Agreement”) is entered into by and between Clay Jones (hereinafter
“Executive”), on the one hand, and CVB Financial Corp. and Citizens Business Bank (hereinafter collectively, the “Company”), on the other hand, as required by Section F.5. of the Employment Agreement entered into between
Executive and the Company as of April __, 2026 (the “Employment Agreement”).
1. Termination of Employment.
Effective _____________ (the “Termination Date”), Executive’s employment with the Company shall end and Executive will no longer be employed by the Company in any capacity.
2. Severance Pay. Provided that Executive has satisfied, in all material respects, all of the requirements contained in his Employment
Agreement regarding his receipt of severance pay, including Section H of the Employment Agreement and its subsections, (which are incorporated herein as though set forth in full), the Company agrees that, eight days after receipt by the Company of a
signed original of this Agreement and provided that Executive does not revoke this Agreement as set forth in Paragraph 6, below, the Company shall pay to Executive severance pay in the amount of $_____________ [insert amount determined
pursuant to Section F.1 or F.4 of the Employment Agreement, whichever is applicable], less all applicable state and federal withholdings (“Severance Pay”). Such Severance Pay shall be paid at the times and in the fashion described
in [the applicable Section(s)] of the Employment Agreement. Executive understands and agrees that the Severance Pay provided to Executive under the terms of this Agreement is in addition to anything of value to which Executive is otherwise entitled
and that Executive would not receive the Severance Pay except for Executive’s agreement to sign this Agreement and to fulfill the promises set forth herein.
3. Warranty. Executive acknowledges that, other than the Severance Pay set forth in Paragraph 2, above, he has received all wages,
compensation and other benefits due him as a result of his employment with and separation from the Company.
4. Release of Known and
Unknown Claims. In exchange for the agreements contained in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(s)] of the Employment Agreement, Executive agrees unconditionally and forever to
release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as the Company’s and any affiliated, related, parent and subsidiary corporation’s respective attorneys, agents,
representatives, partners, joint venturers, successors, assigns, insurers, owners, employees, officers, and directors, past and present (hereinafter the “Releasees”) from any and all claims, actions, causes of action, demands, rights, or
damages of any kind or nature which he may now have, or ever have, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating to Executive’s employment with, or separation
from the Company on or before the date of the execution of this Agreement.
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.
Executive 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 THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
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 Executive from making a future claim with any government agency, including but not limited to the Equal Employment Opportunity Commission and the California Civil Right Department, or from cooperating with any such agency in
any investigation or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees to notify such government agency that he has signed a full release
of claims in favor of the Releasees. In addition, this release does not apply to any claims for unemployment compensation benefits, workers compensation benefits, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act
(COBRA), claims for payment of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the
Employment Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 of the Employment Agreement and in
Section 6.12 of the Merger Agreement, which is incorporated herein as though set forth in full.
5. Knowing and Voluntary.
Executive represents and agrees that he is entering into this Agreement knowingly and voluntarily. Executive affirms that no promise or inducement was made to cause him to enter into this Agreement, other than the Severance Pay promised to Executive
in this Agreement. Executive 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.
-2-
6. Knowing and Voluntary Waiver of Age Discrimination Claim. Executive
expressly acknowledges:
•
that he has been provided Twenty-One (21) days to
consider this Agreement,
•
that he was informed in writing to consult with counsel regarding this Agreement;
•
that he has had the opportunity to consult with counsel to the extent he has wanted to do so;
•
that to the extent Executive has taken fewer than Twenty-One
(21) days to consider this Agreement, Executive acknowledges that he has had sufficient time to consider the Agreement and to consult with counsel and that he does not desire additional time;
•
that he was informed that the Agreement is revocable by Executive for a period of seven
(7) calendar days following his execution of this Agreement;
•
that any revocation must be in writing, must specifically revoke this Agreement, and must be received by the
Company (attn: Human Resources, 701 North Haven Avenue, Ontario, CA 91764) prior to the eighth calendar day following the execution of this Agreement;
•
that Executive understands that if he revokes this Agreement, he will not receive the Severance Pay; and
•
that this Agreement becomes effective, enforceable and irrevocable on the eighth calendar day following
Executive’s execution of this Agreement provided that Executive does not revoke the Agreement.
7.
Governing Law. This Agreement shall be construed under the laws of the State of California, both procedural and substantive.
8.
Confidentiality. Executive agrees not to disclose the amount of the Severance Pay to anyone other than his attorneys, accountants and immediate family members, or where compelled by an order of a court of competent jurisdiction or a subpoena
issued under the authority thereof.
-3-
9. Non-Disparagement. Executive agrees not to
defame any of the Releasees’ services or business practices, to the extent Executive (i) possesses knowledge of falsity of such claims or statements, (ii) acts in reckless disregard of the truth or falsity of such claims or
statements, or (iii) acts with disloyalty under National Labor Relations Act standards. This Section does not prohibit any disclosures or activities permitted by the National Labor Relations Act, or any Federal securities laws, and does not
prohibit Executive from complying with any lawful subpoena or court order or taking any other actions affirmatively authorized by law. Nothing in this Agreement prevents Executive from discussing or disclosing information about the terms and
conditions of employment at the Company or unlawful acts in the workplace, such as harassment or discrimination, retaliation, unfair labor practices, or any other conduct that Executive has reason to believe is unlawful.
10. Cooperation in Defense of the Company. The terms of Section B.4. of the Employment Agreement are incorporated herein as if set
forth in full.
11. Waiver. The failure to enforce any provision of this Agreement shall not be construed to be a waiver of such
provision or to affect the validity of this Agreement or the right of any party to enforce this Agreement.
12. Modification. No
amendments to this Agreement will be valid unless written and signed by Executive and an authorized representative of the Company.
13.
Severability. If any sentence, phrase, paragraph, subparagraph or portion of this Agreement is found to be illegal or unenforceable, such action shall not affect the validity or enforceability of the remaining sentences, phrases, paragraphs,
subparagraphs or portions of this Agreement.
14. Entire Agreement/Integration. This Agreement, any confidentiality, proprietary
information, or inventions agreements signed by Executive during his employment with the Company (all of which survive the termination of the employment relationship), and all relevant portions of the Employment Agreement which survive the
termination of the employment relationship (Sections H.1 through H.16, inclusive), constitute the entire agreement between Executive and the Company concerning the terms of Executive’s employment with and separation from the Company and the
compensation related thereto. All prior discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement.
15. Arbitration. Any and all disputes or claims arising out of or in any way related to this Agreement including, without limitation,
fraud in the inducement of this Agreement, or relating to the general validity or enforceability of this Agreement, shall be submitted to final and binding arbitration before an arbitrator as set forth in Section H.13. of the Employment Agreement,
which is incorporated herein as thought set forth in full.
16. Attorneys’ Fees. In any action to enforce the terms of this
Agreement, the prevailing party shall be awarded his or its reasonable attorneys’ costs and fees.
[REMAINDER OF PAGE BLANK]
-4-
PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
THE UNDERSIGNED AGREE TO THE TERMS OF THIS AGREEMENT AND VOLUNTARILY ENTER INTO IT WITH THE INTENT TO BE BOUND THEREBY.
CLAY JONES
By:
Date:
CITIZENS BUSINESS BANK
By:
Date:
Its:
CVB FINANCIAL CORP
By:
Date:
Its:
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EXHIBIT B
BENEFICIARY DESIGNATION FORM
Pursuant to
Section F.6 of the Employment Agreement dated as of April 17, 2026 (the “Employment Agreement”), by and among Citizens Business Bank, CVB Financial Corp. and Clay Jones (“Executive”), Executive hereby designates the
following persons as the primary and contingent beneficiaries to receive the balance of any payments due to Executive under any of Sections F.1, F.2(b) or F.4 of the Employment Agreement that are not made prior to Executive’s death and
the proportions in which such beneficiaries are to receive such payments. Any distribution to a beneficiary shall be in the form of a lump sum payment made in accordance with the Employment Agreement.
Primary Beneficiary(ies)
You may designate
anyone you wish, subject to spousal consent requirement. (check one)
☐
A. 100% to my spouse, if living;
☐
B. To the following beneficiary(ies) in the proportion(s) shown:
Name:
Relationship:
Proportion:
Name:
Relationship:
Proportion:
Name:
Relationship:
Proportion:
Name:
Relationship:
Proportion:
Secondary Beneficiary(ies). If one or more of the beneficiaries I have designated above
dies before me, and there are benefits remaining at my death, the benefits shall be paid to the remaining beneficiaries I have chosen above, in the proportions shown above. If everyone I have chosen above dies and there are benefits remaining at my
death, the benefits shall be paid to:
Name:
Relationship:
Proportion:
Name:
Relationship:
Proportion:
Name:
Relationship:
Proportion:
Name:
Relationship:
Proportion:
I hereby revoke all previous Beneficiary Designations made under the Employment Agreement.
Signature of Executive:
Clay Jones
Date
Note: If Executive is married at time of his death and designates less than 100% to his surviving spouse, such designation to
persons other than his surviving spouse shall not be effective unless the Spousal Consent to this Beneficiary Designation Form is signed by such surviving spouse.
Spousal Consent to Beneficiary Designation
I, the
undersigned, am the legally married spouse of Clay Jones, and I hereby consent to the above beneficiary designations. I understand that by consenting to such beneficiary designations, I waive any right to receive any payments of compensation for
which others are named as beneficiaries in the event that my spouse dies while entitled to any of the specified payments under the Employment Agreement.
Signature of Spouse:
Date
Spouse’s Name:
EX-10.2
EX-10.2
Filename: d123515dex102.htm · Sequence: 3
EX-10.2
Exhibit 10.2
FORM OF NAMED EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective April 17, 2026 (the “Effective Date”),
by and among Citizens Business Bank, (“the Bank”) and CVB Financial Corp. (“CVB” and with the Bank hereinafter collectively referred to as “the Company”) on the one hand, and the executive officer whose name is
set forth on the signature page of this Agreement (“Executive”) on the other hand, on the basis of the following.
WHEREAS,
Executive currently serves as the Executive Vice President and ____________ of the Bank [and CVB], and the Bank [and CVB] wish[es] to continue to employ Executive in the same position; and
WHEREAS, the parties are willing to enter into this Agreement providing for such employment upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the sufficiency of which is acknowledged, the parties
hereto covenant and agree as follows:
A. TERM OF EMPLOYMENT
1. Term. The Company hereby agrees to continue Executive’s employment as Company’s Executive Vice President
and _________________, and Executive hereby accepts such continued employment with the Company, with this Agreement to be effective as of the Effective Date and continuing for a term of two years, through _________ __, 2026 (the “Term”),
subject however to prior termination as hereinafter provided. At the conclusion of the Term, and each successive renewal term thereafter, the Agreement shall be automatically renewed for an additional one-year
term, unless either party gives written notice of its intention to terminate the Agreement at least six (6) months prior to the automatic renewal date. Where used herein, “Term” shall refer to the period of the employment of
Executive by the Company from the Effective Date through the end of the Term and each additional one-year renewal term, or such shorter period as Executive may be employed by the Company if
Executive’s employment is terminated earlier as hereinafter provided.
B. DUTIES OF EXECUTIVE
1. Duties. Executive’s duties under this Agreement shall include all ordinary and reasonable duties for Executive’s position
at the Company, as specified from time to time by the Company’s President and Chief Executive Officer (“CEO”) [for CFO add: and the Company’s Board of Directors and Audit Committee]. Executive shall render his services to the
Company and shall exercise such corporate responsibilities as Executive may be directed by the CEO [for CFO add: and the Company’s Board of Directors and Audit Committee [and delete the balance of this sentence]] or such other officer of the
Company as shall be designated by the CEO. Executive shall perform his duties faithfully, diligently and to the best of his ability, consistent with the highest and best standards of the banking industry and in compliance with applicable laws.
2. Conflicts of Interest. Executive expressly agrees as a condition to the
performance by the Company of its obligations herein that, during the Term, he will not, directly or indirectly, render any services of an advisory nature or otherwise become employed by, or participate or engage in, any business competitive with
any businesses of the Company, without the prior written consent of the Company; provided, however, that nothing herein shall prohibit Executive from owning stock or other securities of a competitor which are relatively insubstantial to the total
outstanding stock of such competitor, and so long as he in fact does not have the power to control or direct the management or policies of such competitor and does not serve as a director or officer of, and is not otherwise associated with, any
competitor except as consented to by the Company. Nothing contained herein shall preclude substantially passive investments by Executive during the Term that may require nominal amounts of his time, energies and interest.
3. Performance. During the Term, Executive shall devote substantially his full energies, interests, abilities and productive time to
the business of the Company. Executive shall at all times loyally and conscientiously perform all of these duties and obligations hereunder and as may be further specified by the CEO, and shall at all times strictly adhere to and obey, and instruct
and require, to the best of his ability, all those working under and with him strictly to adhere and obey, all applicable federal and state laws, statutes, rules and regulations to the end that the Company shall at all times be in full compliance
with such laws, statutes, rules and regulations.
4. Subpoenas; Cooperation in Defense of the Company. If Executive, during the
Term or thereafter, is served with any subpoena or other compulsory judicial or administrative process calling for production of Confidential Information (as described in Section H below) or if Executive is otherwise required by law or regulations
to disclose Confidential Information, Executive will promptly, before making any such production or disclosure, notify the Company’s counsel and provide such information as the Company may reasonably request to take such action as the Company
deems necessary to protect its interests. Executive agrees to cooperate reasonably with the Company, whether during the Term or thereafter, in the prosecution or defense of all threatened claims or actual litigation in which the Company is or may
become a party, whether now pending or hereafter brought, in which Executive has direct or indirect knowledge of relevant facts or issues. If Executive is no longer employed by the Company, the Company shall reasonably compensate Executive for his
time, and shall reimburse Executive for any reasonable expenses incurred, in connection with Executive’s cooperation in accordance with this paragraph.
5. Resignation. The termination of Executive’s employment with the Company for any reason shall be treated as Executive’s
resignation from (i) any and all officer and employee positions Executive has with the Company, and (ii) any and all fiduciary positions Executive may then hold with respect to any employee benefit plans or trusts established by the
Company. Executive agrees that this Agreement shall serve as written notice of resignation under any such circumstance. Furthermore, Executive agrees to execute any documents evidencing such resignations that the Company may reasonably request.
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C. COMPENSATION
1. Salary. In consideration of the performance by Executive of all of his obligations under this Agreement, the Bank agrees to pay
Executive during the Term a base salary at an annual rate to be determined from time to time by the CEO and the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), less required taxes and
withholdings. The base salary shall be payable in accordance with the Bank’s regular payroll practices. The CEO and Compensation Committee will evaluate Executive’s and the Bank’s performance annually, and the Compensation
Committee may elect to adjust Executive’s base annual salary and other compensation from time to time, at its sole discretion.
2.
Bonuses. For each calendar year in the Term, Executive shall be eligible to be considered for a bonus consistent with the Bank’s applicable executive incentive compensation program with metrics-based incentive compensation in the range
of 0% to 60% of Executive’s base salary (such base salary as in effect on such date as may be provided in the applicable program) and a discretionary bonus opportunity in the range of 0% to 20% of such base salary, based upon Executive’s
performance and accomplishment of business, financial and individual goals during the completed fiscal year and the overall financial performance of the Bank. The Compensation Committee retains the discretion as to whether to grant incentive
compensation and discretionary bonuses each year, and in what amounts. These incentive payments and bonuses are to be paid following the performance year at such time as is set forth in the applicable executive incentive compensation program (no
later than March 15 of the following year), provided that Executive continues in employment through the end of the performance year, regardless of whether Executive is still employed by the Company at the time of payment.
3. Annual Equity Grants. The Compensation Committee intends to grant to Executive restricted stock units (“RSUs”),
performance-based restricted stock units (“PRSUs”), and/or stock option or restricted stock annually during the Term. Beginning with grants made in 2027, the annual target grant value of the underlying equity is anticipated to be
approximately one hundred percent (100%) of Executive’s annual base salary at time of grant. Such equity grants will be subject to the terms and conditions of the CVB Financial Corp. 2018 Equity Incentive Plan or other equity plan and award
agreements entered into pursuant thereto, and shall be in such forms of awards and on such terms as may be determined from time to time by the Compensation Committee or the Committee administering the CVB Financial Corp. 2018 Equity Incentive Plan
or other equity plan, in its discretion, which includes the discretion to reduce the annual target grant value of the underlying equity under such grants to Executive in any year.
D. EXECUTIVE BENEFITS
1.
Group Medical, Life Insurance and 401(k) Benefits. During the Term, the Bank shall provide for Executive’s participation in medical, accident, health benefits, disability insurance, life insurance, the 401(k) plan/profit sharing plan,
the executive nonqualified deferred compensation plan and other employee benefits as provided to other officers and employees of the Bank, the amount extent and scope of which shall be determined in accordance with the plans and policies adopted by
the Bank as in effect from time to time, and subject to applicable legal limitations.
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2. Automobile. During the Term, the Bank shall provide Executive a monthly automobile
allowance in the amount of [insert current level] ($,000.00) in accordance with the Bank’s automobile expense reimbursement policy. Executive shall be responsible for maintaining all requisite documentation and records concerning the use of
such automobile which may be necessary to ensure compliance with applicable federal and state income tax laws and regulations including, but not limited to, issues involving the determination and reporting of the taxable income of Executive and
establishing the availability to the Bank of appropriate tax deductions.
E. REIMBURSEMENT FOR BUSINESS EXPENSES
Executive shall be entitled to reimbursement by the Bank for any ordinary and necessary business expenses incurred by Executive in the
performance of Executive’s duties and in acting for the Bank during the Term. The type of expenditures shall be determined by the Bank’s Board of Directors, provided that:
(a) Each such expenditure is of a nature qualifying it as a proper deduction on the federal and state income tax returns of the Bank as a
business expense and not as compensation to Executive; and
(b) Executive furnishes to the Bank adequate records and other documentary
evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of such expenditures as deductible business expenses of the Bank and not as compensation to Executive.
Provided that the Bank’s CEO or Board of Directors has granted specific approval in advance, any reasonable and customary expenses of
Executive for his activities in industry association groups, or other business, industry, civic, or charitable organizations, that are not reimbursed by those organizations, will be reimbursed by the Bank to Executive upon presentation of proper
documentation.
Notwithstanding any other provision of this Agreement, any reimbursements provided in this Section E or in Section D above
must be paid no later than the last day of the calendar year following the calendar year in which such expenses were incurred, and must be submitted to the Company no later than 30 days prior to such last day; in no event will any such
reimbursements made in any one calendar year affect the reimbursements to be made in any other calendar year; and Executive’s right to have the Company pay such expenses may not be liquidated or exchanged for any other benefit.
F. TERMINATION
Notwithstanding
any and all other provisions of this Agreement to the contrary, Executive’s employment hereunder may be terminated by the Bank and CVB, with or without Cause, in the sole and absolute discretion of the CEO and/or Boards of Directors of the
Bank and CVB at any time. Upon any such termination, the Bank shall pay to Executive (or to Executive’s estate in the event of his death) the current base salary earned but unpaid through the date of termination, along with any earned but
unused vacation pay due at the time of termination (collectively, the “Accrued Obligations”), which payment shall be made within ten (10) days
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after the date of termination or at such earlier time, as may be required by applicable law. The termination of Executive’s employment shall not affect any rights or benefits that Executive
may have pursuant to any insurance, retirement, equity incentive, deferred compensation or other benefit plans or arrangements of the Bank and CVB, to the extent that such rights or benefits have vested prior to or as a result of such termination
(the “Vested Benefits”). Any Vested Benefits shall be paid or provided solely in accordance with the terms and conditions of such other plans and arrangements. The payments, if any, provided in Sections F.1, F.2 and F.4 below, under the
circumstances set forth therein, shall be in full and complete satisfaction of any and all rights and benefits that Executive might receive from his employment with the Bank and CVB, other than such other rights and benefits, if any, as are
expressly set forth or referenced herein. The Bank and CVB shall have no other obligations to Executive (or to Executive’s heirs or legal representatives) upon any termination of employment, except as expressly provided below, or as otherwise
required by applicable law.
1. Without Cause. If Executive’s employment is terminated by the Company or Executive terminates
employment with the Company for Good Reason (as defined in Section F.4(c) below) and such termination is not for reasons described in Sections F.2, F.3 or F.4 below, and Executive complies with Sections H.1 and H.4 below, then, in addition to the
Accrued Obligations and the Vested Benefits, the Bank shall pay to Executive an amount equal to one (1) times his then current annual base salary immediately preceding such termination, plus one (1) times Executive’s average annual
bonus (if any) granted under Section C.2 for the last two (2) calendar years ended immediately preceding the calendar year in which such termination occurs (whether or not payment is deferred), in full and complete satisfaction of any and all
rights which Executive may enjoy hereunder. The amount described in this Section F.1 shall be paid in equal installments on the Bank’s normal payroll dates during the twelve (12)-month period immediately following such termination. Such
severance payments described in this Section F.1 are contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Any payment or payments required to be made prior to the sixtieth
(60th) day following the date of termination of employment shall be held back and aggregately paid on the sixtieth (60th) day following the date of termination of employment. For purposes of this Agreement, a decision by the Company to not renew
this Agreement pursuant to Section A.1 above shall not be considered a termination without Cause for any purpose under this Agreement.
2.
Upon Disability or Death.
(a) Disability. Executive’s employment hereunder may be terminated by the Bank and CVB
upon Executive’s inability to perform his duties hereunder as a result of prolonged absence from work for health reasons or physical or mental disability, illness or incapacity, for three (3) consecutive calendar months, or for shorter
periods aggregating four (4) months in any twelve (12) month period, as reasonably determined by the CEO [for CFO add: and/or the Boards of Directors of the Bank and CVB]. If Executive’s employment terminates under this Section
F.2(a), the Bank shall pay to Executive the Accrued Obligations and shall provide the Vested Benefits. Additionally, if Executive’s employment terminates under this Section F.2(a), all of Executive’s RSUs, PRSUs, stock options and shares
of restricted stock, whether granted under Section C.3 herein or otherwise, shall become due and/or vest fully and immediately, with PRSUs for any performance period that has not ended vested at target levels. Executive shall not have the right to
receive any other compensation or benefits for any period after the termination pursuant to this Section F.2(a), except for disability benefits under any Company provided disability insurance.
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(b) Executive’s Death. Executive’s employment hereunder shall terminate
upon Executive’s death. If Executive’s employment terminates under this Section F.2(b), the Bank shall pay to Executive’s estate the Accrued Obligations and shall provide the Vested Benefits. Additionally, if Executive’s
employment terminates under this Section F.2(b), all of Executive’s RSUs, PRSUs, stock options and shares of restricted stock, whether granted under Section C.3 herein or otherwise, shall become due and/or vest fully and immediately, with
PRSUs for any performance period that has not ended vested at target levels. Executive (and his estate, successors and beneficiaries) shall not have the right to receive any other compensation or benefits for any period after the termination
pursuant to this Section F.2(b).
3. For Cause. The Company may terminate immediately Executive’s employment hereunder for
“Cause”, if the CEO and/or the Board of Directors of either the Bank or CVB reasonably determines that Executive has:
(i)
willfully committed a significant act of dishonesty, deceit or breach of fiduciary duty in the performance of Executive’s duties as an employee of the Company;
(ii) grossly neglected or willfully failed in any way to perform substantially the duties of such employment after a written demand for
performance is given to Executive by the CEO and/or the Board of Directors of the Bank or CVB which demand specifically identifies the manner in which the CEO and/or such Board of Directors believes Executive has failed to perform his duties, and
Executive fails to cure such failure within thirty (30) days following receipt of such written demand;
(iii) violated any material
provision of the Company’s Code of Conduct; or
(iv) willfully acted or failed to act in any other way that violates
Executive’s duties under this Agreement and that materially and adversely affects the Company.
In the event of a termination of
Executive’s employment by the Company under this Section F.3, the CEO and/or Board of Directors shall deliver to Executive, at the time Executive is notified of the termination of his employment, a written statement setting forth in reasonable
detail the facts and circumstances claimed by the Company to provide a basis for the termination of Executive’s employment under this Section F.3.
“Cause,” as defined in this Section F.3, shall not include or be predicated upon any act or omission by Executive which is taken
or made: (a) at the direction of the CEO or the Board of Directors; (b) in accordance with the advice of the Company’s corporate or outside legal counsel; or (c) to comply with a lawful order, subpoena, or directive from a
federal, state or local government or regulatory agency or court.
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If Executive’s employment terminates under this Section F.3, the Bank shall pay
Executive the Accrued Obligations and shall provide the Vested Benefits. Executive shall not have the right to receive any other compensation or benefits for any period after the termination pursuant to this Section F.3. Any termination under this
Section F.3 shall not prejudice any remedy which the Company may otherwise have at law, in equity, or under this Agreement.
4. Upon a
Change in Control.
(a) Except for any termination pursuant to Sections F.2 or F.3 hereof, and provided that Executive complies with
Sections H.1 and H.4 below, if either (i) Executive’s employment with the Company is terminated by the Bank or CVB without Cause within one hundred eighty (180) days prior to the completion of a Change in Control (as defined below)
or (ii) within one (1) year after the completion of a Change in Control, Executive’s employment with the Company is (x) terminated by the Bank or CVB or any successor to the Bank or CVB without Cause, or (y) Executive
resigns his employment with the Bank and CVB for Good Reason, as defined below, then, in either case, in addition to the Accrued Obligations and the Vested Benefits, Executive shall be entitled to receive an additional amount equal to the sum of
(A) two (2) times Executive’s then current annual base salary immediately preceding such termination (or, if greater, immediately preceding the Change in Control), plus two (2) times Executive’s average annual bonus (if any)
granted under Section C.2 (or under similar arrangements prior to this Agreement) for the last two (2) calendar years ended immediately preceding the Change in Control (whether or not payment is deferred) and (B) a lump sum amount
(adjusted upward for any applicable payroll and other taxes due) equal to twenty-four (24) months of the cost of the equivalent medical and dental plan coverage available under the health care continuation rules of the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”), to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical and dental plans of the Company or any successor to the Company for active
employees immediately prior to any such termination or resignation. Such amounts shall be paid (without interest or other adjustment) in equal installments on the Bank’s (or its successor’s) normal payroll dates during the eighteen
(18) month period immediately following such termination. Such severance payments are contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Further, upon any Change in
Control (as defined below), with or without Executive’s termination before or after such Change in Control, all of Executive’s RSUs, stock options and shares of restricted stock, whether granted under Section C.3 herein or otherwise,
shall become due and/or vest fully and immediately. Additionally, upon any Change in Control (as defined below), with or without Executive’s termination before or after such Change in Control, Executive’s PRSUs granted under Section C.3
herein or otherwise for any performance period that has not ended and for which less than two (2) years of the performance period have been completed prior to the Change in Control shall vest immediately at target levels, and Executive’s
PRSUs for any performance period that has ended or for which at least two (2) years of the performance period have been completed prior to the Change in Control shall vest immediately for the number of shares based on the Company’s and/or
Company’s stock’s actual performance during the performance period or the completed portion of the performance period. Any payment or payments required to be made prior to the sixtieth
(60th) day following the date of termination of employment shall be held back and aggregately paid on the sixtieth (60th) day following the
date of termination of employment.
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(b) A “Change in Control” shall be deemed to have occurred on the earliest date
on which the conditions set forth in any of the following paragraphs shall have been satisfied:
(i) any one person, or more than one
person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition) ownership of stock of CVB or the Bank possessing more than 50% of the total voting power of CVB’s or the
Bank’s stock; provided, however, it is expressly acknowledged by Executive that this provision shall not be applicable to any person who is, as of the date of this Agreement, a Director of CVB or the Bank;
(ii) a majority of the members of CVB’s Board of Directors is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority of the members of CVB’s Board prior to the date of the appointment or election;
(iii) a merger or consolidation where the holders of the Bank’s or CVB’s voting stock immediately prior to the effective date of
such merger or consolidation own less than 50% of the voting stock of the entity surviving such merger or consolidation;
(iv) any one
person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank that have a total gross fair market value
greater than 50% of the total gross fair market value of all of the Bank’s assets immediately before the acquisition or acquisitions; provided, however, transfer of assets that otherwise would satisfy the requirements of this subsection
(iv) will not be treated as a change in the ownership of such assets if the assets are transferred to:
(A) a shareholder of the Bank
(immediately before the asset transfer) in exchange for or with respect to the stock of the Bank held by such shareholder;
(B) an
entity, 50% or more of the total value or voting power of which is owned, directly or indirectly by CVB or the Bank;
(C) a person, or
more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of CVB or the Bank; or
(D) an entity, at least 50% of the total value or voting power is owned, directly or indirectly by a person (or group of persons) that owns,
directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Bank.
Each event comprising a
Change in Control is intended to constitute a “change in ownership or effective control”, or a “change in the ownership of a substantial portion of the assets,” of CVB or the Bank as such terms are defined for purposes of
Section 409A of the Internal Revenue Code and “Change in Control” as used herein shall be interpreted consistently therewith.
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Notwithstanding the foregoing, a Change in Control shall not be deemed to occur as a result
of any transaction which merely changes the jurisdiction of incorporation of CVB or the Bank.
(c) “Good Reason” shall mean,
for purposes of this Agreement:
(i) Executive’s then current level of annual base salary is reduced without Executive’s
written consent;
(ii) there is (relative to Executive’s annual base salary) a material overall reduction in the employee benefits
provided to Executive (including, without limitation, annual equity incentive grants, life insurance and health insurance, and incentive bonus opportunity) from the plans and benefits in effect immediately prior to the Change in Control;
(iii) Executive’s authority, duties or responsibilities are materially diminished;
(iv) any of Executive’s salary payments, bonus payments, and/or equity incentive grants are not made or provided timely and in
accordance either with this Agreement or applicable law;
(v) the principal work location to which Executive is required to report is
relocated to a location more than fifty (50) miles from Executive’s principal work location at the Effective Date;
(vi) the
Company or any successor to the Company either fails to assume or communicates that it intends to refuse to assume any part of this Agreement, including all of the Company’s or its successor’s obligations as set forth herein, except as
otherwise required by law or regulation; or
(vii) the Company or its successor materially breaches this Agreement.
Executive’s resignation shall be for Good Reason only if Executive shall deliver to the Company, within ninety (90) days following
the event constituting Good Reason, a written notice of intended resignation for Good Reason setting forth in reasonable detail the facts and circumstances claimed by Executive to provide a basis for the resignation for Good Reason. The Company
shall have a period of thirty (30) days following receipt of such notice to cure such grounds for Good Reason prior to any resignation by Executive for Good Reason becoming effective. Executive shall not be entitled to resign for Good Reason if
the Company effects such cure within the thirty (30)-day period. If the Good Reason condition continues to exist after such thirty (30)-day cure period, Executive may
resign for Good Reason effective no later than thirty (30) days after the end of such cure period.
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5. Release. As a condition to Executive receiving any payments pursuant to Sections
F.1 and F.4 hereof, Executive must execute and deliver a general release to the Company not later than forty-five (45) days following the date of termination of employment, substantially in the form attached hereto as Exhibit A,
releasing the Bank, CVB, their respective employees, officers, directors, stockholders and agents, and each person who controls any of them within the meaning of Section 15 of the Securities Act of 1933, as amended, from any and all claims of
any kind or nature, whether known or unknown (other than claims with respect to payments pursuant to Sections F.1 and F.4, payment of Accrued Obligations and provision of Vested Benefits and valid claims for indemnification under Section H.5 of this
Agreement) from the beginning of time to the date of termination of employment.
6. Payment on Death. Executive may designate in
writing (only on the form attached hereto as Exhibit B or on any other form provided by the Bank) that is delivered by the Executive to the Bank before Executive’s death primary and contingent beneficiaries to receive the balance of any
payment under any of Sections F.1, F.2(b) or F.4 that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment shall be paid to
such beneficiaries in a single Lump sum payment (not discounted to present value) made within ninety (90) days following Executive’s death. Executive may change beneficiary designations from time to time by completing and delivering
additional such forms to the Bank. The last written beneficiary designation delivered by Executive to the Bank prior to the Executive’s death will control. If Executive fails to designate a beneficiary in such manner, or if no designated
beneficiary survives Executive, then Executive’s payment balance shall be paid to the Executive’s estate in a lump sum payment (not discounted to present value) within ninety (90) days following Executive’s death. The Company
shall determine the timing of any payment within the ninety (90)-day period specified herein.
G.
COMPLIANCE
1. Regulatory Provisions.
(a) Compliance with Safety and Soundness Standards. Notwithstanding anything contained herein to the contrary, in no event shall the
total compensation paid out upon the departure of Executive be in excess of that considered by the Federal Reserve Board, the FDIC or the California Department of Financial Protection and Innovation to be safe and sound at the time of such payment,
taking into consideration all applicable laws, regulations, or other regulatory guidance. Any payments made to Executive, pursuant to this Agreement or otherwise, are subject to and conditioned upon compliance with all applicable banking
regulations, including, but not limited to, 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. Executive agrees that should any payments that are made or benefits that are provided pursuant to this Agreement be considered
unsafe or unsound or otherwise prohibited by applicable law, regulation or regulatory order, Executive agrees that he shall return or otherwise reimburse the Company for the amount of such prohibited payments or benefits to the extent required by
such law, regulation or regulatory order. Without limiting the foregoing, Executive agrees that he may be or become subject to, and will promptly comply with, any applicable rule or regulation that imposes any limitation or restriction on incentive
compensation or requires the return or reimbursement to the Company of any payments, benefits
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or other compensation, including, but not limited to, return or reimbursement in connection with any incentive compensation previously paid prior to the issuance of a financial restatement as
required under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act of 2002 and all regulations promulgated by any self-regulatory organization on which CVB’s common stock may then be listed or as required by
any Company claw back policy, including the CVB Financial Corp. Compensation Recoupment Policy adopted pursuant to Section 10D of the Securities Exchange Act of 1934, as amended, and Section 5608 of the Nasdaq Listing Rules. Without
limiting the foregoing, Executive agrees that after the Effective Date, in the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under
federal securities laws, Executive shall return or reimburse the Company (whether or not Executive is then serving as a current executive officer of the Company) for any incentive-based compensation (including stock options, restricted stock and
restricted stock units awarded as compensation) during the three-year period preceding the date on which the Company is required to prepare an accounting restatement, based on the erroneous data, in excess of what would have been paid to Executive
under the accounting restatement.
(b) Suspension and Removal Orders. If Executive is suspended and/or temporarily prohibited from
participating in the conduct of the Company’s affairs by notice served under Section 8I(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818I(3) and (g)(1)), the Company’s obligations under this Agreement
shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company shall (to the fullest extent permitted by law): (i) pay Executive the compensation withheld while its
obligations under this Agreement were suspended, as though Executive was never suspended; and (ii) reinstate (in whole or in part) any of its obligations which were suspended. If Executive is removed and/or permanently prohibited from
participating in the conduct of the Company’s affairs by an order issued under Section 8I(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818I(3) or (g)(1)), all obligations of the Company under this Agreement
shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected.
(c) Termination by
Default. If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but vested rights of
the parties shall not be affected.
2. Certain Limitations. Notwithstanding any other provision of this Agreement, if the total
amounts payable pursuant to this Agreement, together with all other payments to which Executive is entitled, would constitute an “excess parachute payment” (as defined in Section 280G of the Internal Revenue Code), as amended, such
payments either (a) shall be delivered in full or (b) shall be reduced to the largest amount which may be paid without any portion of such amount being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code,
whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Internal Revenue Code, results in the receipt by Executive, on an after-tax basis, of the greater amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Internal Revenue Code. Any such reduction shall be made
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first to the severance payment specified in Section F.4(a) hereof (if applicable), applied equally among each of the installments thereof. Any determination required under this Section G.2
initially will be made in writing by a nationally recognized accounting firm selected by CVB (the “Accountants”). For purposes of making the calculations required by this Section G.2, the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Internal Revenue Code. CVB and Executive shall furnish to the Accountants such information
and documents as the Accountants may reasonably request in order to make a determination under this Section G.2. CVB shall bear all fees and costs of the Accountants in connection with any calculations contemplated by this Section G.2. In the event
there is a dispute among the parties regarding the extent to which payments must be reduced pursuant to this Section, such dispute shall be settled in accordance with Section H.13 herein; no such disputed payment shall be made until the dispute is
settled. Any payments, however, that are not in dispute, shall be paid promptly, as otherwise required.
3. No Duty to Mitigate; No
Offset. Executive shall not be required to mitigate the amount of any payments to Executive provided for under Sections F.1, F.2 and F.4 of this Agreement by seeking alternative employment during the periods for which such payments are paid. In
addition, the Company shall not have any right to offset amounts earned by Executive following termination against any payments to be paid to Executive pursuant to Sections F.1, F.2 and F.4 of this Agreement in the event that Executive obtains other
employment or realizes or is due any other financial gain or profit during the periods that such payments are being paid, provided that Executive continues to comply with his obligations under Sections H.1 through H.4.
4. Withholding Taxes. The Company will withhold federal, state, local or foreign income taxes, FICA taxes, and any other applicable
taxes from any and all payments made hereunder as required by applicable law.
5. Section 409A Compliance. The Company and
Executive intend that any payments and benefits that may be provided under this Agreement are to be exempt from or to comply with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and U.S. Treasury guidance
issued thereunder (“Section 409A”) so as not to result in the imposition of any tax, interest charge or other assessment, penalty or addition under Section 409A. In this regard, the following provisions shall apply to this
Agreement.
(a) For purposes of determining the date on which any payment is to be made or benefit provided under this Agreement,
references to “termination of employment,” “employment terminates” and similar terms shall mean “separation from service” as defined for purposes of Section 409A. Any payments under Sections F.1 or F.4 shall
be made or shall commence only after Executive has a “separation from service” with the Company as defined under Section 409A.
(b) Each payment provided under this Agreement shall be treated as a separate “payment” (separate from any other payment from the
Company to Executive, whether or not under this Agreement) for purposes of Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payment except to the extent specifically permitted
or required by Section 409A.
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(c) Notwithstanding anything to the contrary in this Agreement, to the extent required to
comply with Section 409A, if, as of the date of Executive’s separation from service with the Company, Executive is a “specified employee” (for purposes of Section 409A(a)(2)(B)), then each payment under this Agreement
that is considered to be a payment of non-qualified deferred compensation in connection with a separation from service with the Company that otherwise would have been payable at any time during the
six (6)-month period immediately following such separation from service shall not be paid prior to the expiration of such six (6)-month period, and instead shall be payable in a lump sum as soon as reasonably practicable following the
expiration of such six (6)-month period (or, if earlier, in a lump sum payment upon Executive’s death). This six (6)-month delay in payment shall not apply to any payment that is a short-term deferral within the meaning of Treasury
Regulation Section 1.409A-1(b)(4) or “disability pay” or “death benefits” within the meaning of Treasury Regulation
Section 1.409A-1(a)(5). Additionally, such six (6)-month delay in payment shall not apply to any payment if and to the maximum extent that such payment is deemed to be paid under a separation pay
plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any
payment that qualifies for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which
Executive’s separation from service occurs.
(d) In addition to any specific references to Section 409A in this Agreement, all
terms and conditions of this Agreement are intended, and shall be interpreted and applied to the greatest extent possible in such manner as may be necessary, to exclude any compensation and benefits provided by this Agreement from the definition of
“deferred compensation” within the meaning of Section 409A or to comply with the provisions of Section 409A.
H.
GENERAL PROVISIONS
1. Company Confidential Information and Trade Secrets.
(a) During his employment with the Company, Executive has had access to and has become acquainted with, and during the Term, Executive will
continue to have access to and will become acquainted with, what Executive and the Company acknowledge are trade secrets and other confidential and proprietary information of the Company, including but not limited to, knowledge or data concerning
the Company, its operations and business, the identity of customers of the Company, including knowledge of their financial conditions their financial needs, as well as their methods of doing business, pricing information for the purchase or sale of
assets, financing and securitization arrangements, research materials, manuals, computer programs, formulas for analyzing asset portfolios, marketing plans and tactics, salary and wage information, and other business information (hereinafter
“Confidential Information”). Executive acknowledges that all Confidential Information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by Executive.
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Executive shall not disclose any of the aforesaid Confidential Information, directly or indirectly, under
any circumstances or by any means, to third persons without the prior written consent of the Company, or use it in any way, except as required in the course of Executive’s employment with the Company.
(b) Nothing in this Agreement prohibits Executive from reporting an event that Executive reasonably and in good faith believes is a violation
of law to the relevant law-enforcement agency (such as the Securities and Exchange Commission, Equal Employment Opportunity Commission, or U.S. Department of Labor), or from cooperating in an investigation
conducted by such a government agency. Executive is hereby provided notice that under the 2016 Defend Trade Secrets Act (DTSA): (i) no individual will be held criminally or civilly liable under Federal or State trade secret law for disclosure of a
trade secret (as defined under the DTSA) that: (A) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a
suspected violation of law; or, (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (ii) an individual who pursues a lawsuit for
retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing
the trade secret under seal, and otherwise does not disclose the trade secret, except as permitted by court order.
2. Company’s
Ownership in Executive’s Work. Executive agrees that all inventions, discoveries, improvements, trade secrets, formulae, techniques, processes, and know-how, whether or not patentable, and whether or
not reduced to practice, that are conceived or developed during Executive’s employment with the Company, either alone or jointly with others, if on the Company’s time, using the Company’s facilities, relating to the Company or to
the banking industry shall be owned exclusively by the Company, and Executive hereby assigns to the Company all of Executive’s right, title, and interest in all such intellectual property. Executive agrees that the Company shall be the sole
owner of all domestic and foreign patents or other rights pertaining thereto, and further agrees to execute all documents that the Company reasonably determines to be necessary or convenient for use in applying for, prosecuting, perfecting, or
enforcing patents or other intellectual property rights, including the execution of any assignments, patent applications, or other documents that the Company may reasonably request. This provision is intended to be applied consistent with applicable
law.
3. Statutory Limitation on Assignment. Executive understands that the Company is hereby advising Executive that any provision
in this Agreement requiring Executive to assign rights in any invention does not apply to an invention that qualifies fully under the provisions of Section 2870 of the California Labor Code. That Section provides as follows:
“(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights
in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies facilities, or trade secret information, except for those
inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business,
or actual or demonstrably anticipated research or development of the employer; or
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(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the public policy of the state and is unenforceable.”
By
signing this Agreement, Executive acknowledges that this paragraph shall constitute written notice of the provisions of Section 2870.
4. Covenant Not to Solicit Customers or Fellow Employees. If the Company or Executive terminates this Agreement for any reason,
including nonrenewal at the end of the Term, Executive agrees that, for the one (1) year period following termination of Executive’s employment with the Company, Executive shall not use the Company’s Confidential Information or
trade secrets to solicit the banking business of any customer with whom the Bank, CVB or a subsidiary bank is doing or has done business during the one (1) year period immediately preceding such termination, use such Confidential Information or
trade secrets to encourage any such customers to stop using the facilities or services of the Company, or use such Confidential Information or trade secrets to encourage any such customers to use the facilities or services of any competitor of the
Company. Executive further agrees, during the term of Executive’s employment with the Company and for a one (1) year period following the termination of Executive’s employment with the Company for any reason, including nonrenewal at
the end of the Term, not to solicit the services of any officer, employee or independent contractor of the Bank or CVB.
The covenants
contained in this Section H.4 shall be considered as a series of separate covenants, one for each political subdivision of California, and one for each entity or individual with respect to whom solicitation is prohibited. Except as provided in the
previous sentence, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section H.4. If in any arbitration or judicial proceeding an arbitrator or a court refuses to enforce any of such separate covenants
(or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that a provision of
this Section H.4 or any such separate covenant or portion thereof, is determined to exceed the time, geographic or scope limitations permitted by applicable law, then such provision shall be reformed to the maximum time, geographic or scope
limitations, as the case may be, permitted by applicable law. Executive hereby consents, to the extent Executive may lawfully do so, to the arbitral or judicial modification of this Agreement as described in this Section H.4.
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5. Indemnification. To the fullest extent permitted by law, applicable statutes, and
the Articles, Bylaws and resolutions of the Bank and CVB in effect from time to time, as applicable, the Bank and CVB shall indemnify, hold harmless and defend Executive from and against liability, claims or loss arising out of Executive’s
service, actions or omissions concerning or relative to the performance of Executive’s duties, including, but not limited to judgments, penalties, taxes, fines, settlements and advancement of expenses incurred in the defense of actions,
proceedings and appeals therefrom, except as otherwise required by law or regulation. The Bank’s and CVB’s respective obligations under this Section H.5, as applicable, shall survive the expiration or termination of this Agreement.
Without limiting the foregoing provisions, Executive agrees and acknowledges that the Company’s obligation to provide indemnification herein is expressly subject to any regulatory limitations on providing indemnification, including, but not
limited to, the FDIC’s limitations in connection with any civil monetary penalties.
6. Return of Documents. Executive
expressly agrees that all manuals, documents, files, reports, studies, instruments or other materials used and/or developed by Executive during his employment with the Company including the Term are solely the property of the Company, and that
Executive has no right, title or interest therein. Upon termination of Executive’s employment hereunder, Executive or Executive’s representative shall make every good-faith effort to deliver possession of all of said property to the
Company in good condition, as promptly as possible.
7. Notices. Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served in writing, when deposited in the United States mail, registered or certified, postage prepaid, addressed to the party to whom it is directed at the address listed
below, or by facsimile, to the number specified below. Either party may change its address by written notice in accordance with this paragraph.
If to the Bank and CVB:
Citizens Business Bank and CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, California 91764
Attention: President and Chief Executive Officer
Telephone: (909) 483-7154
With a copy to:
Citizens
Business Bank and CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, California 91764
Attention: Director of Human Resources
Telephone: (909) 483-7128
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If to Executive:
[Name of NEO]
Telephone: _____________
8.
California Law. This Agreement is to be governed by and construed under the laws of the State of California, without regard to the choice of law provisions of California, except to the extent federal law mandatorily applies, in which case
this Agreement shall be governed by and construed under federal law.
9. Captions and Paragraph Headings. Captions and section and
paragraph headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing it.
10.
Invalid Provisions. Should any provision of this Agreement for any reason be declared invalid, the validity and binding effect of any remaining portion shall not be affected, and the remaining portions of this Agreement shall remain in full
force and effect as if this Agreement had been executed with said provision eliminated.
11. Entire Agreement. Except as provided
below, this Agreement contains the entire agreement of the parties concerning Executive’s employment with Company and Executive’s severance compensation upon termination of such employment. This Agreement supersedes any and all other
agreements, understandings, negotiations and discussions, either oral or in writing, between the parties hereto with respect to the employment of Executive by the Company and the termination of such employment, including any Severance Compensation
Agreement in effect between Executive and the Company (and any such Severance Compensation Agreement is hereby terminated in connection with the execution of this Agreement by the respective parties hereto); provided, however, that this Agreement
does not supersede the Indemnification Agreement dated June 28, 2016 [Farnsworth Indemnification Agreement is dated August 12, 2016] by and between CVB and Executive, or any stock option agreement, restricted stock agreement, deferred
compensation plan or agreement, retirement plan or program, or COBRA rights under any health care plan or program under which Executive (or his beneficiaries) may be eligible to receive benefits. Each party to this Agreement acknowledges that he or
it has had the opportunity to consult with legal counsel in entering into this Agreement, that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which
are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. This Agreement may not be modified or amended by oral agreement, but only by an agreement in writing signed by an
authorized representative of the Company and Executive.
12. Receipt of Agreement. Each of the parties hereto acknowledges that it
or he has read this Agreement in its entirety and does hereby acknowledge receipt of a fully executed copy thereof. A fully executed copy shall be an original for all purposes, and is a duplicate original.
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13. Arbitration. Executive and the Company agree that, to the fullest extent
permitted by law, Executive and the Company will submit all disputes arising under this Agreement or arising out of or related to Executive’s employment with or separation from the Bank and/or CVB, whether arising before, during or following
the end of the Term, to final and binding arbitration in Ontario, California before an arbitrator associated with JAMS or other mutually agreeable alternative dispute resolution service. All such claims must be officially initiated in arbitration by
the date upon which such claims would have had to be initiated in a court of law pursuant to the applicable statute of limitations. Executive and Employer shall have the same amount of time (and no more) to file any claim against the other party as
they would have if such a claim were to be filed in state or federal court. Included within this provision are any claims based on violation of local, state or federal law, such as claims for discrimination or civil rights violations under Title VII
of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the California Fair Employment and Housing Act, the California Labor Code, or similar statutes. If there is a dispute as to whether an
issue or claim is arbitrable, the arbitrator will have the authority to resolve any such dispute, consistent with applicable law, including claims as to fraud in the inducement or execution, or claims as to validity, construction, interpretation or
enforceability.
The arbitrator selected shall have the authority to grant Executive or the Company or both all remedies otherwise
available by law. The arbitrator will be selected from a neutral panel pursuant to the Employment Arbitration Rules & Procedures for JAMS or similar rules of the selected service (“Rules of Selected Service”). Such rules can be
obtained from the Bank’s Human Resources Department or from the applicable Selected Service’s website (e.g., https://www.jamsadr.com/rules-employment-arbitration/English). The arbitration will be conducted in accordance with the Rules of
Selected Service. Notwithstanding anything to the contrary in the Rules of Selected Service, however, the arbitration shall provide (i) for written discovery and depositions adequate to give the parties access to documents and witnesses that
are essential to the dispute and (ii) for a written decision by the arbitrator that includes the essential findings and conclusions upon which the decision is based. The arbitrator’s award shall be enforceable in any court having
jurisdiction thereof. The parties shall each bear their own costs and attorneys’ fees incurred in conducting the arbitration and, except in such disputes where Executive asserts a claim otherwise under a federal, state or local statute
(“a Statutory Claim”), or unless required otherwise by applicable law, shall split equally the fees and administrative costs charged by the arbitrator and the applicable arbitration service. In disputes where Executive asserts a
Statutory Claim against the Company, or where otherwise required by law, Executive shall be required to pay only the applicable arbitration service filing fee to the extent such filing fee does not exceed the fee to file a complaint in state or
federal court. The Company shall pay the balance of the arbitrator’s fees and administrative costs. To the extent permissible or required under applicable law, however, and following the arbitrator’s ruling on the matter, the arbitrator
may or shall rule that the arbitrator’s fees and costs be distributed in an alternative manner, which in the case of a Statutory Claim shall occur only to the extent that such fee or cost award is permitted or required by the underlying
statute upon which the Statutory Claim is based. In any arbitration brought under this Section, and only to the extent permissible under applicable law, including the law upon which the claim is based, the prevailing party shall be entitled to
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recover its reasonable attorneys’ fees and costs. The arbitrator shall apply the same standard with respect to the awarding of fees and costs, including whether such award is permitted or
required, and against which party, as would be awarded if such claim had been asserted in state or federal court. To the maximum extent permitted by law, this mutual arbitration agreement does not prohibit or limit either the Executive’s or
the Company’s right to seek equitable relief from a court, including, but not limited to, injunctive relief, a temporary restraining order, or other interim or conservatory relief, pending the resolution of a dispute by arbitration.
Accordingly, either party may seek provisional remedies pursuant to California Code of Civil Procedure § 1281.8(b). There will be no right or authority for any claim subject to arbitration to be heard or arbitrated on a class or collective
basis, as a private attorney general, or in a representative capacity on behalf of any other person or entity. This arbitration provision is subject to and governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.
(“FAA”). This means that the FAA governs, among other things, the interpretation and enforcement of this Agreement and all of its provisions, including, without limitation, the enforceability of the class action waiver referenced in
this Section. State arbitration laws do not apply to or govern this Agreement in any respect unless specifically referenced herein. The arbitrator shall have no authority to add to or to modify the terms described in this paragraph, shall apply all
applicable law, and shall have no lesser and no greater remedial authority than would a court of law resolving the same claim or controversy.
Notwithstanding any other provision of this Agreement, claims may be brought before and remedies awarded by an administrative agency if
applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate. Such administrative claims include, without, limitation, claims or charges brought before the Equal Employment Opportunity Commission, the
U.S. Department of Labor, the National Labor Relations Board, or the Office of Federal Contract Compliance Programs. Nothing in this Agreement shall be deemed to preclude or excuse either Executive or the Company from bringing an administrative
claim before any agency in order to fulfill Executive’s or the Company’s obligation to exhaust administrative remedies before making a claim in arbitration. Disputes that may not be subject to predispute arbitration agreement as provided
by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of this Section H.13 as well.
The provisions contained in this Section H.13 shall be construed as a series of separate provisions. In the event any paragraph, section,
subsection, portion or provision of this arbitration agreement is held to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect to the maximum extent possible.
14. Successors and Assigns. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of the Company, which rights and obligations shall include but not be limited to those set forth in Section F of this Agreement. Executive shall not be entitled to assign any of Executive’s rights or
obligations under this Agreement without the Company’s written consent, provided that upon Executive’s death, Executive’s named beneficiaries, estate or heirs, as the case may be, shall succeed to Executive’s rights and
benefits under this Agreement as and to the extent expressly set forth in this Agreement.
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15. Applicability of Agreement. This Agreement does not create, and shall not be
construed as creating, any rights enforceable by a person not a party to this Agreement (except as specifically provided in this Agreement).
16. Attorneys’ Fees. In any action to enforce the terms of this Agreement, the prevailing party shall be awarded his or its
reasonable attorneys’ costs and fees.
[REMAINDER OF PAGE BLANK]
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IN WITNESS WHEREOF, the Bank and CVB have caused this Agreement to be executed by a duly
authorized officer or representative and Executive has executed this Agreement to be effective as of the Effective Date.
Dated: _____________, 2026
CITIZENS BUSINESS BANK
By:
Name: David A. Brager
Title: President and Chief Executive Officer
Dated: _____________, 2026
CVB FINANCIAL CORP.
By:
Name: David A. Brager
Title: President and Chief Executive Officer
Dated: _____________, 2026
EXECUTIVE
By:
[NAME OF NEO]
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EXHIBIT A
FORM OF WAIVER AND RELEASE AGREEMENT
This Waiver and Release Agreement (the “Agreement”) is entered into by and between _________ (hereinafter
“Executive”), on the one hand, and CVB Financial Corp. and Citizens Business Bank (hereinafter collectively, the “Company”), on the other hand, as required by Section F.5. of the Employment Agreement entered into between
Executive and the Company as of April _, 2026 (the “Employment Agreement”).
1. Termination of Employment. Effective
______________ (the “Termination Date”), Executive’s employment with the Company shall end and Executive will no longer be employed by the Company in any capacity.
2. Severance Pay. Provided that Executive has satisfied, in all material respects, all of the requirements contained in his Employment
Agreement regarding his receipt of severance pay, including Section H of the Employment Agreement and its subsections, (which are incorporated herein as though set forth in full), the Company agrees that, eight days after receipt by the Company of a
signed original of this Agreement and provided that Executive does not revoke this Agreement as set forth in Paragraph 6, below, the Company shall pay to Executive severance pay in the amount of $______________ [insert amount (if any) determined
pursuant to Section F.1 or F.4 of the Employment Agreement, whichever is applicable], less all applicable state and federal withholdings (“Severance Pay”). Such Severance Pay shall be paid at the times and in the fashion described in
[the applicable Section(s)] of the Employment Agreement. Executive understands and agrees that the Severance Pay provided to Executive under the terms of this Agreement is in addition to anything of value to which Executive is otherwise entitled and
that Executive would not receive the Severance Pay except for Executive’s agreement to sign this Agreement and to fulfill the promises set forth herein.
3. Warranty. Executive acknowledges that, other than the Severance Pay set forth in Paragraph 2, above, he has received all wages,
compensation and other benefits due him as a result of his employment with and separation from the Company.
4. Release of Known and
Unknown Claims. In exchange for the agreements contained in this Agreement and the additional vesting of equity awards as specified in [the applicable Section(s)] of the Employment Agreement, Executive agrees unconditionally and forever to
release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as the Company’s and any affiliated, related, parent and subsidiary corporation’s respective attorneys, agents,
representatives, partners, joint venturers, successors, assigns, insurers, owners, employees, officers, and directors, past and present (hereinafter the “Releasees”) from any and all claims, actions, causes of action, demands, rights, or
damages of any kind or nature which he may now have, or ever have, whether known or unknown, including any claims, causes of action or demands of any nature arising out of or in any way relating to Executive’s employment with, or separation
from the Company on or before the date of the execution of this Agreement.
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.
Executive 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 THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
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 Executive from making a future claim with any government agency, including but not limited to the Equal Employment Opportunity Commission and the California Civil Right Department, or from cooperating with any such agency in
any investigation or proceeding; provided, however, that should Executive pursue such an administrative action against the Releasees, or any of them, Executive agrees to notify such government agency that he has signed a full release of claims in
favor of the Releasees. In addition, this release does not apply to any claims for unemployment compensation benefits, workers compensation benefits, health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), claims
for payment of Accrued Obligations and provision of Vested Benefits (as such terms are defined in the Employment Agreement), claims for payment of Severance Pay in accordance with this release and [the applicable Section(s)] of the Employment
Agreement, claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act (ERISA) or claims for indemnification as described in Section H.5 of the Employment Agreement, which is incorporated
herein as though set forth in full.
5. Knowing and Voluntary. Executive represents and agrees that he is entering into this
Agreement knowingly and voluntarily. Executive affirms that no promise or inducement was made to cause him to enter into this Agreement, other than the Severance Pay promised to Executive in this Agreement. Executive 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.
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6. Knowing and Voluntary Waiver of Age Discrimination Claim. Executive expressly
acknowledges:
•
that he has been provided Twenty-One (21) days to consider this
Agreement,
•
that he was informed in writing to consult with counsel regarding this Agreement;
•
that he has had the opportunity to consult with counsel to the extent he has wanted to do so;
•
that to the extent Executive has taken fewer than Twenty-One
(21) days to consider this Agreement, Executive acknowledges that he has had sufficient time to consider the Agreement and to consult with counsel and that he does not desire additional time;
•
that he was informed that the Agreement is revocable by Executive for a period of seven (7) calendar days
following his execution of this Agreement;
•
that any revocation must be in writing, must specifically revoke this Agreement, and must be received by the
Company (attn: Human Resources, 701 North Haven Avenue, Ontario, CA 91764) prior to the eighth calendar day following the execution of this Agreement;
•
that Executive understands that if he revokes this Agreement, he will not receive the Severance Pay; and
•
that this Agreement becomes effective, enforceable and irrevocable on the eighth calendar day following
Executive’s execution of this Agreement provided that Executive does not revoke the Agreement.
7.
Governing Law. This Agreement shall be construed under the laws of the State of California, both procedural and substantive.
8.
Confidentiality. Executive agrees not to disclose the amount of the Severance Pay to anyone other than his attorneys, accountants and immediate family members, or where compelled by an order of a court of competent jurisdiction or a subpoena
issued under the authority thereof.
9. Non-Disparagement. Executive agrees not to defame
any of the Releasees’ services or business practices, to the extent Executive (i) possesses knowledge of falsity of such claims or statements, (ii) acts in reckless disregard of the truth or falsity of such claims or statements, or
(iii) acts with disloyalty under National Labor Relations Act standards.
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This Section does not prohibit any disclosures or activities permitted by the National Labor Relations Act,
or any Federal securities laws, and does not prohibit Executive from complying with any lawful subpoena or court order or taking any other actions affirmatively authorized by law. Nothing in this Agreement prevents Executive from discussing or
disclosing information about the terms and conditions of employment at the Company or unlawful acts in the workplace, such as harassment or discrimination, retaliation, unfair labor practices, or any other conduct that Executive has reason to
believe is unlawful.
10. Cooperation in Defense of the Company. The terms of Section B.4. of the Employment Agreement are
incorporated herein as if set forth in full.
11. Waiver. The failure to enforce any provision of this Agreement shall not be
construed to be a waiver of such provision or to affect the validity of this Agreement or the right of any party to enforce this Agreement.
12. Modification. No amendments to this Agreement will be valid unless written and signed by Executive and an authorized representative
of the Company.
13. Severability. If any sentence, phrase, paragraph, subparagraph or portion of this Agreement is found to be
illegal or unenforceable, such action shall not affect the validity or enforceability of the remaining sentences, phrases, paragraphs, subparagraphs or portions of this Agreement.
14. Entire Agreement/Integration. This Agreement, any confidentiality, proprietary information, or inventions agreements signed by
Executive during his employment with the Company (all of which survive the termination of the employment relationship), and all relevant portions of the Employment Agreement which survive the termination of the employment relationship (Sections H.1
through H.16, inclusive), constitute the entire agreement between Executive and the Company concerning the terms of Executive’s employment with and separation from the Company and the compensation related thereto. All prior discussions and
negotiations have been and are merged and integrated into, and are superseded by, this Agreement.
15. Arbitration. Any and all
disputes or claims arising out of or in any way related to this Agreement including, without limitation, fraud in the inducement of this Agreement, or relating to the general validity or enforceability of this Agreement, shall be submitted to final
and binding arbitration before an arbitrator as set forth in Section H.13. of the Employment Agreement, which is incorporated herein as thought set forth in full.
16. Attorneys’ Fees. In any action to enforce the terms of this Agreement, the prevailing party shall be awarded his or its
reasonable attorneys’ costs and fees.
[REMAINDER OF PAGE BLANK]
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PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
THE UNDERSIGNED AGREE TO THE TERMS OF THIS AGREEMENT AND VOLUNTARILY ENTER INTO IT WITH THE INTENT TO BE BOUND THEREBY.
[NAME OF NEO]
By:
Date:
CITIZENS BUSINESS BANK
By:
Date:
Its:
CVB FINANCIAL CORP.
By:
Date:
Its:
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EXHIBIT B
BENEFICIARY DESIGNATION FORM
Pursuant to
Section F.6 of the Employment Agreement dated as of April__, 2026 (the “Employment Agreement”), by and among Citizens Business Bank, CVB Financial Corp. and [Name of NEO] (“Executive”), Executive hereby designates the
following persons as the primary and contingent beneficiaries to receive the balance of any payments due to Executive under any of Sections F.1, F.2(b) or F.4 of the Employment Agreement that are not made prior to Executive’s death and the
proportions in which such beneficiaries are to receive such payments. Any distribution to a beneficiary shall be in the form of a lump sum payment made in accordance with the Employment Agreement.
Primary Beneficiary(ies)
You may designate
anyone you wish, subject to spousal consent requirement. (check one)
☐
A. 100% to my spouse, if living;
☐
B. To the following beneficiary(ies) in the proportion(s) shown:
Name:
Relationship:
Proportion:
Name:
Relationship:
Proportion:
Name:
Relationship:
Proportion:
Name:
Relationship:
Proportion:
Secondary Beneficiary(ies). If one or more of the beneficiaries I have designated above
dies before me, and there are benefits remaining at my death, the benefits shall be paid to the remaining beneficiaries I have chosen above, in the proportions shown above. If everyone I have chosen above dies and there are benefits remaining at my
death, the benefits shall be paid to:
Name:
Relationship:
Proportion:
Name:
Relationship:
Proportion:
Name:
Relationship:
Proportion:
Name:
Relationship:
Proportion:
I hereby revoke all previous Beneficiary Designations made under the Employment Agreement.
Signature of Executive:
[Name of NEO]
Date
Note: If Executive is married at time of his death and designates less than 100% to his surviving spouse, such designation to
persons other than his surviving spouse shall not be effective unless the Spousal Consent to this Beneficiary Designation Form is signed by such surviving spouse.
Spousal Consent to Beneficiary Designation
I, the
undersigned, am the legally married spouse of [Name of NEO], and I hereby consent to the above beneficiary designations. I understand that by consenting to such beneficiary designations, I waive any right to receive any payments of compensation for
which others are named as beneficiaries in the event that my spouse dies while entitled to any of the specified payments under the Employment Agreement.
Signature of Spouse:
Date
Spouse’s Name:
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EX-99.1
EX-99.1
Filename: d123515dex991.htm · Sequence: 4
EX-99.1
Exhibit 99.1
CVB Financial Corp. Announces Completion of Merger with Heritage Commerce Corp
ONTARIO, Calif., April 17, 2026 (GLOBE NEWSWIRE) — CVB Financial Corp. (the “Company”) announced today that the planned mergers between
CVB Financial Corp. (Nasdaq: “CVBF”) and Heritage Commerce Corp (Nasdaq: “HTBK”), and between CVBF’s wholly owned banking subsidiary, Citizens Business Bank (“CBB” and, with CVBF, “Citizens”) and
HTBK’s wholly-owned banking subsidiary, Heritage Bank of Commerce (“HBC” and, with HTBK, “Heritage”), were completed on April 17, 2026. HTBK was merged with and into CVBF, and HBC was merged with and into CBB, in
accordance with the terms and conditions of that certain Agreement and Plan of Reorganization and Merger (“Merger Agreement”), dated as of December 17, 2025, by and between CVBF and HTBK, in an
all-stock transaction.
The acquisition of Heritage will result in Citizens’ total assets exceeding
$20 billion. Citizens’ total loans will increase to approximately $12 billion and total deposits and customer repurchase agreements will increase to approximately $17 billion. This acquisition should accelerate Citizens’
growth opportunities, by incorporating Heritage’s complementary banking footprint, including 16 well-located branches in the Bay Area, and by extending Citizens’ premier business banking franchise to cover all of California’s major
metropolitan areas.
“We would like to welcome Heritage’s customers, associates and shareholders to Citizens. This merger marks the most
strategic and largest acquisition by asset size in our history, bringing together two premier, relationship-focused business banks and advancing our longstanding objective of expanding into the Bay
Area,” said David Brager, Chief Executive Officer of Citizens.
Clay Jones, President and Chief Executive Officer of Heritage, will be joining
Citizens as President of the combined organization in connection with the mergers. David Brager will continue to serve as Chief Executive Officer of Citizens. Two Heritage directors, Clay Jones and Julianne Biagini-Komas, are joining CVBF’s
and CBB’s respective Boards of Directors. Their addition increases the number of CVBF and CBB directors from nine to eleven.
Corporate Overview
CVB Financial Corp. is the holding company for Citizens Business Bank, National Association. CVBF is one of the ten largest bank holding companies
headquartered in California with more than $20 billion in total assets as of the closing of the mergers with HTBK and HBC. Citizens Business Bank is consistently recognized as one of the top performing banks in the nation and offers a wide
array of banking, lending and investing services with more than 75 banking centers and three trust office locations serving California.
Shares of CVB
Financial Corp. common stock are listed on the NASDAQ under the ticker symbol “CVBF”. For investor information on CVB Financial Corp., visit our Citizens Business Bank website at www.cbbank.com and click on the
“Investors” tab.
Forward-Looking Statements
This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and
statements about the benefits of the transaction between CVBF and Heritage, the plans, objectives, expectations and intentions of CVBF and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks,
estimates, uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect,
anticipate, project, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking
statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
Although there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual
results to differ materially from those contained or implied in the forward-looking statements or historical performance: difficulties and delays in integrating Heritage’s business, key personnel and customers into CVBF’s business and
operations, and achieving anticipated synergies, cost savings and other benefits from the transaction; higher than anticipated transaction costs; deposit attrition, operating costs, customer loss and other business disruption following the merger,
including difficulties in maintaining or modifying relationships with customers, vendors and employees; supply and demand for commercial or residential real estate and periodic deterioration in real estate prices and/or values in California or other
states where CVBF lends; a sharp or prolonged slowdown or decline in real estate construction, sales or leasing activities; CVBF’s ability to retain and increase market share, to retain and grow customers and to control expenses; the
costs or effects of other mergers, acquisitions or dispositions CVBF may make, whether CVBF is able to obtain any required governmental approvals in connection with any such mergers, acquisitions or dispositions, and/or CVBF’s ability to
realize the contemplated financial or business benefits associated with any such mergers, acquisitions or dispositions; CVBF’s relationships with and reliance upon outside vendors with respect to certain of CVBF’s key internal and
external systems, applications and controls; changes in the financial performance and/or condition of CVBF’s borrowers or depositors and the resulting impact on CVBF’s ability to raise capital or to make acquisitions, including as a
result of the performance of other financial companies and peer group companies; CVBF’s ability to recruit and retain key executives, board members and other employees; the dilution caused by the issuance of shares of CVBF’s common stock
in the transaction; possible impairment charges to goodwill, including any impairment that may result from increased volatility in CVBF’s stock price; possible credit-related impairments or declines in the fair value of loans and securities
held by CVBF; volatility in the credit and equity markets and its effect on the general economy, and local, regional, national and international economic and market conditions, and the impact they may have on CVBF, its customers and capital,
deposits, assets and liabilities; CVBF’s ability to attract deposits and other sources of funding or liquidity; changes in general economic, political, or industry conditions, and in conditions impacting the banking industry specifically;
catastrophic events or natural disasters, including earthquakes, drought, climate change or extreme weather events that may affect CVBF’s assets, communications or computer services, customers, employees or third-party vendors; geopolitical
events, including international crises and wars; public health crises and pandemics, and their effects on the economic and business environments in which CVBF operates; the strength of the United States economy and the strength of the local
economies in which we conduct business; the effects of, and changes in, immigration, trade, tariff, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; the impact of
changes in financial services policies, laws, regulations, and ongoing or unanticipated regulatory or legal proceedings or outcomes, including those concerning banking, taxes, securities, and insurance, and the application thereof by regulatory
agencies; the effectiveness of
CVBF’s risk management framework, quantitative models and ability to manage the risks involved in regulatory, legal or policy changes; the risks associated with CVBF’s loan portfolio,
including the risks of any geographic and industry concentrations; the impact of systemic or non-systemic failures, crisis or adverse developments at other banks on general investor sentiment
regarding the stability and liquidity of banks; regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations or reviews; CVBF’s ongoing relations with various federal and state regulators,
including, but not limited to, the SEC, Federal Reserve Board, Office of the Comptroller of the Currency and FDIC; and other factors that may affect the future results of CVBF.
Additional factors that could cause results to differ materially from those described above can be found in CVBF’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q, which, once filed, will be available on the
SEC’s website and on CVBF’s website at http://www.cbbank.com under the “Investors” tab, and in other documents CVBF files with the SEC and, in each case, in particular, the discussion of “Risk
Factors” set forth in such filings.
All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth
above. Forward-looking statements speak only as of the date they are made and are based on information available at that time. CVBF does not assume any obligation to update forward-looking statements to reflect actual results, new information or
future events, changes in assumptions or changes in circumstances or other factors affecting forward-looking statements that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as
required by federal securities laws. If CVBF updates one or more forward-looking statements, no inference should be drawn that CVBF will make additional updates with respect to those or other forward-looking statements. As forward-looking statements
involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Contact: David A. Brager
Chief Executive Officer
(909) 980-4030
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