EMPLOYMENT AGREEMENT





         This Employment Agreement ("Agreement") is entered into between Valley

Independent Bank, (the "Company"), a wholly-owned subsidiary of VIB Corp, a

California corporation (the "Parent") and Harry Gooding (the "Executive").



         WHEREAS, the Company and the Executive desire to enter into this

Agreement to provide for the Company's continued employment of the Executive up

to and following the sale of the Parent upon the terms and subject to the

conditions set forth herein.



         NOW, THEREFORE, in consideration of the promises and the mutual

agreements contained herein, the adequacy and sufficiency of which are hereby

acknowledged, the Company and the Executive agree as follows:



         1.0 EMPLOYMENT



         (a) Term. The Company shall employ the Executive and the Executive

hereby agrees to be employed by the Company upon the terms and subject to the

conditions contained in this Agreement. The Executive's term of employment (the

"Employment Period") with the Company under this Agreement shall commence as of

the Effective Date and, subject to termination as provided under this Agreement,

shall continue until December 31, 2004. The Company agrees to review with the

Executive no later than three months prior to the end of the Employment Period

its intention regarding Executive's employment with the Company at the end of

the Employment Period.



         (b) Position and Duties. The Executive shall hold the initial position

of Chief Financial Officer and shall have such duties and responsibilities

during the Employment Period as are set forth in the Statement of Position and

Duties attached hereto as Exhibit A and incorporated herein by reference. The

Company, in its sole discretion, may amend the Statement of Position and Duties

at any time and any such amendment shall take effect on the date on which notice

of the amendment is given to the Executive, provided, however, the Executive

shall not be reassigned to a position of materially lesser rank or status

without the Executive's consent. The Executive shall report directly to the

President of the Company or such other individual(s) as designated by the

President of the Company.



         (c) Faithful Performance. The Executive shall faithfully, with the

utmost loyalty, and to the best of his or her ability perform his or her duties

under this Agreement and those duties assigned to him or her. Notwithstanding

the foregoing, the Executive may engage in charitable, civic, or community

activities, provide that such activities do not interfere with the performance

of the Executive's duties hereunder.



               (a) Location of Performance. During the Employment Period, the

Executive will not be required to perform the duties described in Section 1.2 at

any location outside the state of California. If the Company requests that

Executive transfer to a different location the Company agrees to reimburse

Executive for all reasonable costs incurred in relocation to the new location.



         2.0 COMPENSATION.



         2.1 Annual Base Salary. The Company shall pay to the Executive an

initial annual base salary at the rate





                                      123

<PAGE>



of $180,448 per year ("Annual Base Salary"); provided, however, that from and

after the closing date of the purchase of 100% of the common stock of the

Company by Rabobank International or any of its affiliates (the "Closing Date")

the Executive's Annual Base Salary shall be increased by an amount equal to

seven percent (7%) of his Annual Base Salary in effect immediately prior to the

Closing Date. On each anniversary of the Closing Date occurring during the

Employment Period, the Executive's Annual Base Salary shall be increased by an

amount equal to seven percent (7%) of his Annual Base Salary in effect

immediately prior to such anniversary. The Executive's Annual Base Salary shall

be payable twice monthly in arrears on the last working day on or before the

15th of each month and on the last working day of each month in accordance with

the Company's regular payroll practices. All payments of Annual Base Salary and

all other payments under this Agreement shall be in United States currency.



         2.2 Bonus Compensation. The Company shall consider the Executive for

bonus compensation for each calendar year during the Employment Period. The

terms, conditions and criteria for, and amount of, any such bonus compensation,

as well as the dates on which any such bonus compensation may be paid with

respect to services performed by the Executive during calendar years 2002, 2003

and 2004, are set forth on Exhibit B and incorporated herein by reference. Other

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC