Employment Agreement (2004)Full Document 

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                             EMPLOYMENT AGREEMENT

      This Employment  Agreement  ("Agreement") is made and entered into as of
July 15, 2004, by and among Service 1st Bancorp ("Bancorp"),  Service 1st Bank
("Bank") and John O. Brooks ("Executive").

                                   RECITALS

      WHEREAS,  Bancorp is a California  corporation  and bank holding company
registered under the Bank Holding Company Act of 1956, as amended,  subject to
the  supervision  and  regulation  of the Board of  Governors  of the  Federal
Reserve System ("BGFRS");

      WHEREAS,  Bancorp is the parent  holding  company  for Bank,  which is a
California  state-chartered banking corporation and wholly-owned subsidiary of
Bancorp,   subject  to  the  supervision  and  regulation  of  the  California
Department  of  Financial   Institutions  ("CDFI")  and  the  Federal  Deposit
Insurance Corporation ("FDIC");

      WHEREAS,  Bancorp, Bank and Executive desire to enter into an employment
agreement  for the  purposes of engaging  the  services  of  Executive  and to
delineate the rights,  obligations and  responsibilities of Bancorp,  Bank and
Executive;

      WHEREAS,   Bancorp   and   Executive   intend  that   Executive   devote
approximately  seventy  percent  (70%)  of his  business  time,  ability,  and
attention to the  business of Bancorp  during the term of this  Agreement  and
the  balance  of  approximately  thirty  percent  (30%)  of  such  time to the
business   of  Bank  (such   percentages   hereinafter   referred  to  as  the
"Allocation"),  in each case as delineated in a position  description approved
by the Boards of Directors of Bancorp and Bank as  described  hereinafter  and
attached to this Agreement as an addendum; and

      WHEREAS,  Bancorp  and Bank  intend to  allocate  the  compensation  and
benefits  payable or provided to Executive  under this Agreement in accordance
with the Allocation.

      NOW, THEREFORE,  in consideration of the mutual covenants and agreements
contained herein, Bancorp, Bank and Executive agree as follows:

                                  AGREEMENT

      1.    Term of  Employment.  Bancorp and Bank hereby employ  Executive in
the positions with Bancorp and Bank, in accordance  with the Allocation and as
hereinafter set forth,  and Executive  hereby accepts  employment with Bancorp
and Bank upon the terms and conditions  hereinafter set forth, for a period of
two (2) years from the date hereof,  subject to the termination  provisions of
paragraph 16 and any required  regulatory  approvals as specified in paragraph
28 of this  Agreement.  Upon the  occurrence of the second annual  anniversary
of  the  date  of  this  Agreement,   and  on  each  annual  anniversary  date
thereafter,  the term of this Agreement shall be deemed automatically extended
for an additional one (1) year term, subject to the termination  provisions of
paragraph 16.

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      2.    Duties and  Obligations  of  Executive.  Executive  shall serve as
the Chairman of the Board of Directors and Chief Executive  Officer of Bancorp
and as the Chairman of the Board of Directors of Bank in  accordance  with the
Allocation,  and shall  perform the duties of such  positions  as set forth in
the position  descriptions  approved by  resolutions  adopted by the Boards of
Directors  of Bancorp and Bank,  which shall be attached to this  Agreement as
an  addendum,  and  such  additional  duties  as may  from  time  to  time  be
reasonably requested of him by the Boards of Directors of Bancorp and Bank.

      3.    Devotion to Bancorp's and Bank's Business.

            (a)   Executive  shall  devote his  business  time,  ability,  and
attention  to the  business  of the Bancorp  and Bank in  accordance  with the
Allocation  during the term of this Agreement and shall not during the term of
this Agreement engage in any other business  activities,  duties,  or pursuits
whatsoever,  or  directly  or  indirectly  render any  services of a business,
commercial,  or  professional  nature  to any other  person  or  organization,
whether for  compensation  or otherwise,  without the prior written consent of
the Bank and Bancorp's Board of Directors.

            (b)   The   expenditure   of   reasonable   amounts  of  time  for
educational,  charitable,  or  professional  activities  shall not be deemed a
breach of this Agreement if those activities do not materially  interfere with
the  services  required of  Executive  under this  Agreement.  It is expressly
understood  and agreed that  Executive may continue to participate in any such
activities  in  which  Executive  participated  prior  to  the  date  of  this
Agreement with the knowledge of Bancorp.  Nothing in this  Agreement  shall be
interpreted to prohibit  Executive from making passive  personal  investments;
provided that, except for ownership  interests in businesses acquired prior to
the date of this  Agreement  which  represent  in each case  less  than  three
percent (3%) of the total  ownership of each such  business,  Executive  shall
not directly or indirectly acquire,  hold, or retain any ownership interest in
any financial  institution,  including its affiliated companies,  or any other
business  competing  with or similar in nature to the  business  of Bancorp or
Bank, or their respective subsidiaries or affiliates,  which conducts business

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