CVB Financial 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
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Item 1.01 Entry Into a Material Definitive Agreement
On March 15, 2006, the Compensation Committee of CVB Financial Corp. (CVB) approved new annual salaries for CVBs executive officers (the Executive Officers). The annual salaries are as follows: D. Linn Wiley, President and Chief Executive Officer, $565,000; Edward J. Biebrich, Jr., Executive Vice President and Chief Financial Officer, $265,000; Jay W. Coleman, Executive Vice President, Sales and Service, $265,000; Edward J. Mylett, Jr., Executive Vice President, Credit Management Division, $245,000; and R. Scott Racusin, Executive Vice President, Financial Advisory Services Division, $200,000. A schedule reflecting these salaries is attached hereto as Exhibit 10.1.
In addition, on March 15, 2006, the Compensation Committee approved and awarded 20,000 shares of CVBs common stock at an exercise price of $17.00 to Mr. Edward J. Mylett, Jr., Executive Vice President, Credit Management Division. The stock option vests in equal installments over a five year period. The option was granted pursuant to CVBs 2000 Stock Option Plan.
Also on March 15, 2006, the Compensation Committee approved new Severance Compensation Agreements for each of the Executive Officers, including its President and Chief Executive Officer. These agreements provide that in the event a Change in Control, as described below, occurs during the executives employment and (i) the executives employment is terminated by us or Citizens Business Bank or any successor, other than for cause, within one year of the completion of such Change of Control, or (ii) the executive terminates or resigns employment for Good Reason, as described below, within one year of the completion of a Change in Control, the executive shall receive an amount equal to twice (2) the executive's annual base compensation plus two times (2) the average of the last two years' bonuese paid to the executive for the last calendar year immediately preceding the Change in Control. This amount will be paid in installments over a period of time after the effective date of termination of the executive's employment.
A Change in Control occurs if, among other things:
Good Reason includes (i) the executive's then current level of annual base salary or employee benefit coverage is reduced; (ii) the executive suffers a material diminution in, among other items, title, authority or responsibilities; or (iii) the executive's principal business office is relocated by more than 50 miles from its existing location.
These agreements supersede in their entirety the original severance agreements entered into by and between the Executives and the Bank on April 1, 2004 and August 31, 2005. These agreements will terminate on March 15, 2009 if a Change in Control has not occurred prior to such date.
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.