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): December 5, 2008
CVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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California
(State or other jurisdiction of
incorporation or organization)
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0-10140
(Commission file number)
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95-3629339
(I.R.S. employer identification
number) |
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701 North Haven Avenue, Ontario, California
(Address of principal executive offices)
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91764
(Zip Code) |
Registrant’s telephone number, including area code: (909) 980-4030
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (See General Instruction
A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-(c))
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers |
On December 5, 2008, Citizens Business Bank (the “Bank”), a wholly-owned subsidiary of CVB
Financial Corp. (the “Company”), entered into a consulting agreement with Jay W. Coleman, Executive
Vice President—Sales and Service Division of the Bank. Mr. Coleman, who will be retiring from his
position as Executive Vice President on March 31, 2009 (the “Consulting Agreement”), has agreed to provide certain consulting
services to the Bank for a two-year term beginning on April 1,
2009, and ending on March 31, 2011. Mr. Coleman will be
succeeded by Mr. Todd Hollander, who is currently Executive Vice
President of the Sales Division of the Bank. Remarking on the
retirement, Mr. Christopher D. Myers, President and Chief
Executive Officer of the Bank, said, “We are extremely grateful
for the contributions Jay has made to this organization over the last
twenty years, and we are glad that he will be continuing to provide
service to the Bank as a consultant after his retirement. We are also
excited that Todd Hollander, who joined us in May 2008, will be
succeeding Jay during this challenging time for banks.”
Under the Consulting Agreement, Mr. Coleman
is eligible to receive gross consulting fees of $8,000 per month. In addition, the Bank will (i)
reimburse Mr. Coleman for reasonable and necessary travel and other expenses incurred in connection
with performing the consulting services, (ii) provide and pay for a continuation of the health
benefits Mr. Coleman received as an employee of the Bank, (iii) reimburse Mr. Coleman for monthly
country club dues, but not for capital assessments, and (iv) permit Mr. Coleman to purchase the
Company automobile used during the term of his employment, at the wholesale blue book price. Mr.
Coleman may be granted stock options, at the discretion of the Company. His existing stock options
will continue to vest throughout the term of the Consulting Agreement as if Mr. Coleman were still
employed by the Bank.
The Consulting Agreement also provides that, during its term, Mr. Coleman will not solicit
customers or employees of the Bank, nor will he become employed by or provide any services to a
competing bank, directly or indirectly. The prohibition on customer solicitation shall remain in
place for one (1) year following the termination of the Consulting Agreement.
This discussion is qualified in its entirety by the terms of Mr. Coleman’s Consulting Agreement, a
copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibit 10.1. Consulting Agreement by and between Jay W. Coleman and Citizens Business Bank,
dated December 5, 2008.