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Stephan A, Barber SBN 70070
S. Craig Cox SBN 310651
JRG ATTORNEYS AT LAW
318 Cayuga Street
Salinas, CA 93901
steve@jrgattorneys.com
craig@jrgattorneys.com
Telep! hc one: (831) 754-2444
Attorneys for Plaintiff,
PACIFIC VALLEY BANK.
SUPERIOR COURT OF CALIFORNIA
COUNTY OF MONTEREY
10
PACIFIC VALLEY BANK, a California Case No.: 22CV001272
11 corporation,
DECLARATION OF ANKER FANOE IN
12 Plaintiff, SUPPORT OF OPPOSITION TO
DEFENDANTS’ MOTION FOR
13 VS. SUMMARY JUDGMENT
14 JOSEPH S. SERVI, an individual; Date: April 5, 2024
PINNACLE BANK, a California Time: 8:30 a.m.
15 corporation, and DOES 1-10, Dept.: 13A
Judge: Hon. Vanessa W, Vallarta
16 Defendants.
17 Complaint Filed: May 11, 2022
AND RELATED CROSS-ACTIONS Trial Date: May 6, 2024
18
19
20 J, Anker Fanoe, hereby declare:
21 1. lam the president and chief executive officer of Plaintiff Pacific Valley Bank, I am
22 competent to testify to the matters set forth in this declaration, all of which are within my
23 personal knowledge.
24 2 On or about December 28, 2015, Pacific Valley Bank (“PVB”) made a
25 confidential written offer to employ Joseph Servi (“SERVI”) as a Senior Vice President and
26 Senior Business Banker of PVB in exchange for a specified salary and benefits. That same day r >
27 SERVI executed the written offer, acknowledging and accepting the terms therein. A true and
28 correct copy of said offer and acceptance letter is attached hereto as Exhibit “A”.
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DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION
TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT
3 The written employment offer and acceptance letter between PVB and SERVI
included a statement that: “Your employment is subject to the Bank’s Policies and Procedures
and the Employee Handbook.” PVB considered SERVI’s agreement to comply with the
Employee Handbook to be a material provision of the employment agreement because it contains
PVB's basic standards and employee expectations.
4 PVB’s Employee Handbook, a true and correct copy of which is attached hereto
as Exhibit “B”, directly addresses the use of PVB’s confidential information and trade secrets,
including as follows:
a. “Employees must not copy, use, or transfer trade secrets or proprictary materials of
10 PVB or others without appropriate authorization.”
It b. “Employees may not publicly discuss clients, products, employees or any work-related
12 matters, whether confidential or not, outside company-authorized communications. Employees
13 are expected to protect the privacy of Pacific Valley Bank and its employees and clients, and are
14 prohibited from disclosing personal employee and non-employee information and any other
15 proprietary and nonpublic information to which employees have access. Such information
16 includes but is not limited to customer information, trade secrets, financial information and
17 strategic business plans.”
18 c. “Protecting PVB's information is the responsibility of every employee, and we all share
19 a common interest in making sure information is not improperly or accidentally disclosed. Do
20 not discuss PVB's confidential business or proprietary business matters, or share confidential,
21 personal employee information with anyone who does not work for us such as friends, family
22 members, members of the media, or other business entities. Such confidential information
23 includes, but is not limited to, the following examples: personnel information, compensation
24 data, client transaction information, client lists, financial information, marketing strategies,
25 vendor lists and information (price sheets), sales plans and sales history, trade and product
26 names, client preference data.”
27 5 PVB provides a variety of banking and financial services to the local community,
28 covering relationships with customers throughout the Central Coast that have taken time, money
2
DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION
‘TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT
and effort to establish and support. In doing so, PVB maintains customer lists and client
information, which are held in strict confidentiality within PVB. This information is not readily
or publicly accessible and is the result of expensive and lengthy efforts by PVB. For instance,
PVB requires its employees to attend training courses on the use and management of private data
and compliance with the Gramm-Leach-Bliley Act (“GLBA”). PVB also has stringent
technology in place to actively block the e-mailing of confidential data. PVB regularly reminds
its employees about the importance of maintaining the confidentiality of PVB’s documents. The
customer lists and client information maintained by PVB include special and peculiar facts about
specific customers of PVB, such as their social security numbers, e-mail addresses, phone
10 numbers, addresses, and other private information obtained through the customers’ financial
11 activities with PVB. As a financial institution dealing with highly sensitive and personal financial]
12 information, PVB is held to a higher standard through government and self-regulations to ensure
13 the confidentiality of its customer information.
14 6 SERVI was hired to act as a business development officer of PVB, with primary
15 responsibility for the generation of new lending and deposit relationships, SERVI was also tasked
16 with the maintenance of PVB’s existing portfolio of clients.
17 7 Due to SERVI’s vital role as PVB’s business development officer, he was given
18 extensive access to PVB’s customer lists and client information, and PVB made clear said
19 information was confidential and only to be used by PVB’s employees in furtherance of PVB’s
20 business purposes, PVB also hired SERVI because he represented that he had years of similar
21 banking industry experience, and we believed he understood basic privacy and confidentiality
22 requirements in the industry.
23 8 Servi was given access to the subject lists entitled “PPP Loans Terri-20220423”,
24 “PPP Loans Bill — 202220423”, “PPP Loans Jennifer — 202220423”, “PPP Loans Joe —
25 202220423”, and “PPP Loans Sue ~ 202220423” because the identified employees (Terri, Bill,
26 Jennifer, Joe and Sue) had practically identical duties related to the loans, and many of the
27 customers on the lists overlapped between the relationship managers.
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DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION
TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT
9 On March 21, 2022, SERVI notified PVB of his resignation, with his date of
separation being April 1, 2022.
10. On April 1, 2022, SERVI completed an Exit Interview Acknowledgement, a true
and correct copy of which is attached hereto as Exhibit * ”’, pursuant to which he made the
following pertinent representations and acknowledgements:
a. “I have returned to Pacific Valley Bank, and no longer have in my possession, all
property belonging to Pacific Valley Bank including but not limited to equipment, confidential
information, whether stored electronically or on paper, and all copies thereof.”
b. “I have complied with and will continue to comply with all the terms of any/all
10 agreements that I have signed during the course of my employment.”
11 c. “T agree that I will preserve as confidential and not use, for the benefit of myself or
12 others, any confidential information that have now or could in the future have economic value to
Pacific Valley Bank.”
14 II. Despite having acknowledged his obligation to return and not use PVB’s
15 confidential information, which he obtained through his trusted position as a senior level
16 employee of PVB, SERVI has subsequently used said information to interfere with PVB’s
17 existing and prospective business relationships. For instance, on April 14, 2022, SERVI sent an
18 unsolicited e-mail to clients of PVB, which stated:
19
I wanted to let you know that I am now with Pinnacle Bank. A community bank
20 with larger lending options that will help my customers including construction
21 loans (large and small projects), a SBA department, a robust online banking
platform and cash management tools and last but not least...very competitive
22 rates.
23 1 will be reaching out once I get settled, but feel free to contact me via cell or my
email below if you have a customer with an immediate need.
24
25 Joe Servi
SVP Sr Relationship Manager
26 Pinnacle Bank
Cell: 831-277-2262
27
Office: 831-287-2720
28 Joe.Servi@pinnacle. bank
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DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION
TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT
12. PVB learned of SERVI’s April 14, 2022 e-mail because customers reached
out to PVB questioning why they had been contacted by SERVI when they had no prior
relationship with him.
13. SERVI’s April 14, 2022 e-mail falsely implied that PVB does not have a robust
online banking platform, cash management tools, or competitive rates. These statements are false
for the following reasons:
a, Online Banking Platform: PVB’s online banking platform is without question robust
and permits all normal transactions used by customers at any bank, such as deposits, transfers,
10
bill pay, account information, card services, and much more. PVB also offers a mobile
I
application that currently has 4.6 out of 5 stars on the Apple App Store. As far as I am aware,
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PVB has never received any complaints about its online banking system, and I have never heard
13
anyone describe it as nor being “robust”. As the president and chief executive officer of PVB, I
14
am acutely aware of the importance of maintaining a robust online banking system in order to
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continue to attract and maintain our customer base, so I ensure our system. meets all of our
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customers’ needs.
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b, Cash Management Tools: PVB offers cash management tools that mirror those
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offered by other community banks, including Pinnacle Bank. For instance, PVB offers online
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banking, online bill payment, mobile banking and mobile check deposit, automated clearing
20
house origination, remote deposit capture, night depository box, fraud detection, debit card
21
protection, business debit cards, business credit cards, merchant card processing, wire transfers,
22
and foreign currency orders. PVB offers its customers access to more than 24,000 surcharge free
23
ATMs, as well as our own ATMs at our branch locations. It is simply false to imply that PVB
24
does not offer cash management tools.
25
c, Competitive Rates: PVB also offers competitive rates to its customers. PVB
26
continuously monitors prevailing market rates for all of its products and adjusts its rates on an
27
ongoing basis. PVB’s customer base is primarily limited to the Salinas Valley area, and I
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DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION
TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT
understand that we have several competitors, including Pinnacle Bank, in a relatively restricted
market, so I personally ensure we are remaining competitive with our rates.
14. PVB did not authorize SERVI to send any of the subject lists in this case to his
personal e-mail address, nor did we authorize him to use the lists for any purpose other than for
PVB’s business purposes.
15. The lists that were taken by SERVI contain non-public information of our
customers such as social security numbers, email addresses and account numbers. While an
individual may be able to obtain some of the information in the lists through online sources, we
consider the information, as compiled, to be a trade secret of PVB because we keep the
10 information secret through various means (such as confidentiality agreements, technological
1 safeguards and employee training), and the information has actual independent economic value
12 because the lists identify our customers and provide their contact information so we, and anyone
13 else in possession of our lists, can market to these customers through various means, It took PVB
14 hundreds of hours to compile the lists through direct contact with our customers.
15 16, As a result of SERVI’s interference and use of our customer lists for the benefit of|
16 himself and his current employer, Defendant Pinnacle Bank, PVB has been forced to decrease its
17 interest rates and take other business losses in order to preserve the customer relationships.
18 17. In order to ensure compliance with governmental regulations — namely, the GLBA
19 and California Consumer Privacy Act (“CCPA”) — PVB has been required to send letters to all
20 customers on the stolen lists informing them of the data breach and offering credit monitoring. I
21 believe this has, or will, erode our customers’ faith in PVB’s operations and data security, Our
22. customer base is limited to a small geographic area, so events such as this can severely degrade
23 our customer relationships and prevent us from gaining, or even maintaining, our critical market
24 share.
25 18. PVB has paid SERVI all commissions and wages due and owing to him under the
26 terms of his employment agreement with PVB as well as PVB’s incentive plan. The Incentive
27 Compensation Plans referenced by SERVI in his declaration specifically state that the
28 Relationship Managers would only receive incentive compensation for loan volume “sourced,
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DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION
TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT
books and assigned to their portfolio.” (emphasis added.) The PPP loans never went into the
compensated portfolios of our Relationship Managers, including SERVI, and I personally
notified SERVI that the PPP loans would not result in additional incentive compensation due to
the short duration and low interest rates on PPP loans. Additionally, it would be very difficult to
equitably compensate employees based on any fixed formula for the PPP loans because many of
the customers were existing customers of PVB, and the Relationship Managers all worked
together with each other to get the loans issued during a time of crisis, For example. while one
customer may be on a list that was primarily managed by one Relationship Manager, that
customer may actually have been an existing customer of another Relationship Manager who
10 brought the customer to PVB and was the customer’s primary point of contact.
11 19. Even if the PPP loans were somehow deemed to be a part of SERVI's
12 compensated portfolio (which they were not), the Incentive Compensation Plan bonus was never
13 guaranteed, The Inventive Compensation Plan for 2020 and 2021 , Which SERVI executed,
14 specifically state: “[T]he Bank retains complete discretion to modify, change or delete the terms
15 of the Plan at any time upon notice to the RM.” As stated above, I personally notified SERVI that}
16 the PPP loans were a unique offering resulting from the pandemic and that SERVI would not be
17 entitled to receive additional compensation for these short term, low-interest loans,
18 20. Additionally, SERVI confirmed receipt of all amounts due and owing to him
19 when he executed and initialed the Exit Interview Acknowledgement attached hereto as Exhibit
20 “C”, which states: “I acknowledge receipt of my last paycheck, which includes earnings for all
21 work performed through this date and pay for any and all accrued but unused benefits.” SERVI
22 never informed PVB that he believed he was still owed any amounts, and this Motion for
23 Summary Judgment is the first | have heard about this claim.
24 21. PVB has incurred various and extensive damages as a result of SERVI’s actions,
25 For instance, PVB was required to pay a substantial amount to notify and provide credit
26 monitoring to customers whose protected data was taken by SERVI. PVB had to pay its
27 employees their wages and benefits during hundreds of hours spent identifying potential affected
28 customers and investigating the issues in this case, amounting to more than $150,000.00. PVB
7
DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION
TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT
has incurred significant attorneys’ fees that are continuing to accrue. PVB had to lower its rate on|
a $1.5 million loan by two percent (2%) from normal pricing for a customer that was on the lists
and contacted by the Defendants. PVB is also aware of at least two customers who have left to
Pinnacle after being contacted by SERVI. These damages do not even include reputational
damage incurred by PVB due to this data breach.
22. While PVB is not designated as a preferred lender through the Small Business
Administration (“SBA”), PVB is still able to issue SBA loans just like any lender that has such a
designation. The only difference is that PVB takes one additional step to obtain approval for the
SBA loans it issues through the SBA. I am not aware of any SBA loans being delayed, hindered,
10 or otherwise impacted by this single approval step.
11 23. Because our entire lending department can obtain SBA loans for our customers, I
1 see no benefit to creating a separate and distinct “SBA Department”, which would provide no
13 practical benefit to our customers.
14 I declare under penalty of perjury under the laws of the State of California that the
af
15 foregoing is true and correct. Executed this Uz day of March, 2024, at Salinas,
16 California.
17
18
Afiker Fanoe
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DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION
TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT
EXHIBIT “A”
Pacrric Vattey Bank
422 Main Street, Salinas, California 93901
(831) 771-4330 Fax (831) 771-4329
December 28, 2015
Joseph S. Servi
22 Work Avenue
Monterey CA 93940
Dear Joe:
{am very pleased to offer you employment as Senior Vice President (subject to Board approval) and Senior Business
Banker for Pacific Valley Bank. This offer is contingent upon receipt of the successful completion of a background
check as determined by bank review, which will be conducted in accordance with applicable federal, state and local
laws. Enclosed is a HireRight Disclosure and Authorization form along with a Summary of Rights under the Fair
Credit Reporting Act, a Summary of Rights Under Califomia Consumer Credit Reporting Agencies Act, and a
Notice to California Applicants Regarding Consumer Credit Check. If you are accepting this offer, please return
the completed releases along with your signed acceptance of this offer.
The following details will summarize the offer of employment to join the Bank:
. Your anticipated hire date is Tuesday, January 5, 2016.
Benefits, payroll, and other human resource management services are provided through TriNet HR Cosporation,
a professional employer organization. As a result of Pacific Vatley Bank's arrangement with TriNet, TriNet will
be considered your employer of record for these purposes and your managers here at Pacific Valley Bank will
be responsible for directing your work, reviewing your performance, setting your schedule, and otherwise
directing your work at Pacific Valley Bank,
You will be hired as a fulltime exempt employee in the Loan Department at the corporate office in Salinas. Your
immediate supervisor will be Mike Wilson, President and CEO.
This position is salaried and is currently paid on a semi-monthly pay cycle at the rate of $ 4,500.00 per pay
period.
You will be expected to manage a portfolio with a minimum asset size of $20-$25 million; work with the Senior
Credit Officer and Chief Credit Officer to complete new and renewed loans for DLC, and generate a minimum of
$6 million in new loan business during 2016,
You will be eligible to participate in the 2016 incentive program for relationship managers and business
bankers. The current document is enclosed.
Expenses such as mileage, use of personal cell phone for business, and other reasonable business
development expenses will be paid according to Bank policy.
Immediately upon hire, you will begin accruing paid time off (PTO) at the rate of 22 days per year to be used for
such things as vacation, sick leave, family leave, etc. PTO may be requested as it is earned.
Confidential Page | Offer Letter — JServi — 12-28-2015
P.O. Box 3648, Salinas, California 93912-3648 + Member FDIC
This position is eligible for the Bank's group health benefits on the first of the month following date of hire
(February 1 based on a January start date).
You will also be eligible for the Bank's 401(k) plan beginning the first day of the month after your hire date, as
long as you are over the age of 21 years. Currently, the Bank will provide a matching contribution of 50% of
employee contributions up to a total of 3% of compensation. This is the equivalent of $0.50 per dollar, up to 6%
of employee deferrals
Under the Immigration and Control Act (IRCA), the Bank is required to verify the identity and work authorization of all
newly hired employees. Therefore, you will be required to complete the Form I-9 upon hire. Within three business
days of beginning employment, you will need to supply acceptable documentation (as noted on the Form I-9) of your
identity and work authorization. For your convenience, the Form |-9 is enclosed for your review.
Your employment is subject to the Bank's Policies and Procedures and the Employee Handbook. Pacific Valley
Bank (PVB) adheres to a policy of employment-at-will which allows either party to terminate the employment
relationship at any time, for any reason, with or without cause or notice. No officer, employee, or
representative of PVB is authorized to enter into an agreement—express or implied—with any employee for
employment for a specified period of time unless such an agreement is in a written contract signed by the Chief
Executive Officer of PVB.
You agree to keep confidential any information or data, other than that which is in the public domain, which is or has
been made available to you about the Bank or which results from your work at the Bank. You agree that you will not
use such information or data except as required in performing the duties of your employment at Pacific Valley Bank
and that you will not disclose such information or data to others without prior approval in writing by the Bank. The
provisions of this paragraph will survive termination, either voluntary or involuntary, of your employment with the
Bank.
Pay dates are the 7 and 22r¢ of the month. Hours worked on the 1st through the 15" are paid on the 22, and
hours worked on the 16" through the last day of the month are paid on the 7" of the next month. Assuming you
begin work on January 5, 2016, you will receive your first paycheck on January 22, 2016.
If you have any questions concerning the above details, please contact me immediately. To accept this position,
please sign below and return to Human Resources within five (5) business days.
Thank you for your interest in Pacific Valley Bank.
x o
Sincerely,
~
Mike ilson
President / CEO
Enclosures (6)
ACKNOWLEDGMENT AND ACCEPTANCE OF JOB OFFER
Joseph
{Z—
$. Servi Date
talogle
4
)
Confidential Page 2 Offer Letter -- JServi ~ 12-28-2015
EXHIBIT “B”
aa
Pactric Vattey Bank
PACIFIC VALLEY BANK
EMPLOYEE HANDBOOK
This Employee Handbook has been tailored expresslyfor PVB by PAYCHEX,
Inc. ©Copyright PAYCHEX, Inc. 2012. All rights reserved.
Welcometo PVB!
Starting a new job is exciting, but at times can be
overwhelming. This Employee Handbook has been
developed to help you become acquainted with PVB and
answer many of your initial questions.
As an employee of PVB, you are very important. Your
contribution cannot be overstated. Our goal is to provide
the finest-quality products and services to our customers
and to do so more efficiently and economically than our
competitors. By satisfying our customers' needs, we
ensure they will continue to do business with us and will
recommend us to others.
You are an important part of this process because your
work directly influences PVB's reputation.
We are glad you have joined us, and we hope you will
find your work to be both challenging and rewarding.
Sincerely,
Diner
David B. Warner
Chief Executive Officer
Table of Contents
Section 1: The Way We Work
A Word About This Handbook
Building for the Future
Equal Employment Opportunity.
Americans with Disabilities Act.
Life Threatening Illnesses
A Word About Our Employee Relations Philosophy
Non-Harassment
Sexual Harassment 10
Whistle Blower Policy 12
Categories of Employment 16
Anniversary Date.. 17
Driver's License/Driving Record... 17
Certification, Licensing and Other Requirement 18
Personal Relationships Policy 19
Immigration Reform and Control Act 21
Your Human Resources Department 21
Talk to Us 22
Section 2: Your Pay and Progress
Recording Your Time.
Payday.
Paychec! eductions
Gamishment/Child Suppo!
Direct Deposit
Pay Advances.
Performance Reviews
Promotions and Transfers
Overtime
Reporting Time Pay.
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Section 3: Time Away From Work and Other
Benefits
Employee Benefits
Holidays
Paid Time Off (PTO)
Jury Duty
Voting Leave
Military Leave
Family Military Leave 10
Civil Air Patrol Leave 11
Witness Leave 12
Bone Marrow and Organ Donation Leave. 13
School Visitation Leave . 14
Leave of Absence... 15
Domestic Violence Leave 16
Victims of Felony Crimes Leave 17
Medical Insurance 18
Dental Insurance .. 19
Vision Insurance 20
Life Insurance 21
Section 125 Plan 22
COBRA... 23
Disability Leave 24
State Disability Insuranc 25
Family Leave Insurance 26
Pregnancy Disability Leave 27
Rehabilitation Leave 28
Social Security. 29
Unemployment Insurance . 29
Workers’ Compensation 29
401(k) Qualified Retirement Plan 30
Professional Development... 31
Employee Assistance Program 32
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Section 4: On the J ob
Attendance and Punctuality.
Meal Time
Breaks.
Lactation Breaks
Standards of Conduct.
Access to Personnel Files...
Computer Software Licensing .
Client / Customer Service Policy.
Non-Solicitation
Distribution. 10
Changes in Personal Data 10
Care of Equipment 11
PVB Vehicles... 11
Natural Disasters 12
Personal Telephone Calls/Cell Phones. 13
Acceptable Use of Electronic Communications 14
Social Media 18
Dress Policy. 23
Personal Hygiene. 25
Protecting PVB Information 26
Conflict of Interest / Code of Ethics 27
Parking ... 37
Contact with the Media 37
Recording Devices in the Workplace 38
If You Must Leave US .........+ 39
Employment Verifications / References 40
Section 5: Safety in the Workplace
Each Employee's Responsibility.
Workplace Violence.
Workplace Searches
Smoking in the Workplace...
No Weapons in the Workplace
Substance Free Workplace...
iii 12/12
Emergency Procedures
iv 12/12
The Way We Work
A Word About This Handbook
This Employee Handbook contains information about the
employment policies and practices of PVB. We expect
each employee to read this Employee Handbook
carefully, as it is a valuable reference for understanding
your job and PVB. The policies outlined in this
Employee Handbook should be regarded as.
management guidelines only, which in a developing
business will require changes from time to time. PVB
retains the rightto make decisions involving employment
as needed in order to conduct its work in a manner that
is beneficial to the employees and PVB. This Employee
Handbook supersedes and replaces any and all prior
Employee Handbooks and any inconsistent verbal or
written policy statements.
Except for the policy of at-will employment, which can
only be changed by CEO of PVB in a signed written
contract, PVB reserves the right to revise, delete and
add to the provisions of this Employee Handbook at any
time without further notice. All such revisions, deletions
or additions to the Employee Handbook must be in
writing and must be signed by CEO of PVB. No oral
statements or representations can change the provisions
of this Employee Handbook.
The provisions of this Employee Handbook are not
intended to create contractual obligations with respect to
any matters it covers. Nor is this Employee Handbook
intended to create a contract guaranteeing that you will
be employed for any specific time period.
Nothing in this Employee Handbook is intended to
unlawfully restrict an employee's rightto engage in any
of the rights guaranteed them by Section 7 of the
National Labor Relations Act, including but not limited to,
the rightto engage in concerted protected activity for the
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purposes of their mutual aid and/or protection. Nothing
in this Employee Handbook will be interpreted, applied
or enforced to interfere with, restrain or coerce
employees in the exercise of Section 7 rights.
PVB_IS_AN AT-WILL EMPLOYER. THIS MEANS
THAT REGARDLESS OF ANY PROVISION IN THIS
EMPLOYEE HANDBOOK, EITHER YOU OR PVB MAY
TERMINATE THE EMPLOYMENT RELATIONSHIP AT
ANY TIME, FOR ANY REASON, WITH OR WITHOUT
CAUSE OR NOTICE. NOTHING IN THIS EMPLOYEE
HANDBOOK _ OR IN__ANY DOCUMENT __OR
STATEMENT, WRITTEN OR ORAL, SHALL LIMIT THE
RIGHT TO TERMINATE EMPLOYMENT AT-WILL. NO
OFFICER, EMPLOYEE OR REPRESENTATIVE OF
PVB IS__AUTHORIZED TO ENTER INTO __AN
AGREEMENT—EXPRESS OR_IMPLIED—WITH ANY
EMPLOYEE FOR EMPLOYMENT FOR A SPECIFIED
PERIOD OF TIME UNLESS SUCH AN AGREEMENT
IS_ IN A WRITTEN CONTRACT SIGNED BY CEO OF
PVB.
FMp.
This Employee Handbook refers to current benefit plans
maintained by PVB. Refer to the actual plan documents
and summary plan descriptions if you have specific
questions regarding the benefit plan. Those documents
are controlling.
Likewise, if a written contract is inconsistent with the
Employee Handbook, the written contract is controlling.
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Building for the Future
As with any business, revenues are an absolute
necessity for maintaining jobs and building for the future.
Rather than look at generating sales and revenue as an
“undesirable task", we look at it as a "must" situation.
How do we continue to generate revenues to ensure a
secure future and continued opportunities for all
employees? With teamwork. Together we must meet
the challenges we face on a daily basis.
In general, we have mentioned benefits, responsibilities
and operations. We have saved the most crucial
component of this business for last -- You.
At all times, you represent PVB, and it is up to each one
of you to take this responsibility seriously. PVB exists
with your joint efforts. Don’t underestimate your
contribution to it A great many people outside the
business who invest their time, money and faith in us are
part of that equation. They are our customers. They will
determine how fast we grow, how many people we will
employ, how many products we produce, how much
service we render and the profit we make. In order to
retain these customers, we want to ensure that our good
service continues by always giving our customers the
best possible value and quality. Working together and
working well provides us with a bright future and with the
most important commodity, a good reputation.
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Equal Employment Opportunity
PVB is committed to equal employment opportunity. We
will not discriminate against employees or applicants for
employment on any legally-recognized basis [“protected
class”] including, but not limited to: veteran status,
uniform servicemember status, race, color, religion, sex,
national origin, age, physical or mental disability, genetic
information or any other protected class under federal,
state, or local law.
In California, the following are a protected class: race;
religious creed; color; national origin; ancestry; physical
disability, mental disability; medical condition, including
genetic characteristics; genetic information; marital
status; sex; pregnancy, childbirth or related medical
conditions; actual or perceived gender; gender identity or
expression; sexual orientation; civil air patrol
membership; service in the military forces of the State of
Califomia or of the United States; lawful conduct
occurring during nonworking hours away from PVB
premises; and age [40 or over]. Included in the definition
of each protected category is the perception of
membership in a protected category and an individual's
association with an actual or perceived member of a
protected category.
You may discuss equal employment opportunity related
questions with Human Resources or any other member
of senior management.
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Americans with Disabilities Act
PVB is committed to providing equal employment
opportunities to qualified individuals with disabilities.
This may include providing reasonable accommodation
where appropriate in order for an otherwise qualified
individual to perform the essential functions of the job. It
is your responsibility to notify Human Resources of the
need for accommodation. Upon doing so, Human
Resources may ask you for your input or the type of
accommodation you believe may be necessary or the
functional limitations caused by your disability. Also,
when appropriate, we may need your permission to
obtain additional information from your physician or other
medical or rehabilitation professionals. PVB will not
seek genetic information in connection with requests for
accommodation. All medical information received by
PVB in connection with a request for accommodation will
be treated as confidential.
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Life Threatening Illnesses
Employees occasionally develop serious or life
threatening illnesses. PVB is committed to supporting
such employees' efforts to continue their normal
pursuits, including working. When necessary and where
required by law, PVB will provide reasonable
accommodations to otherwise qualified individuals with
disabilities, including employees with serious or life
threatening illnesses. All employees, including
employees with serious or life threatening illnesses,
must maintain acceptable performance standards.
PVB will not seek genetic information in connection with
requests for accommodation. An employee's medical
information is confidential. Disclosure of employee
medical information is restricted to limited situations
where a manager or supervisor has a job-related reason
to know it. Employees who disclose employee medical
information without proper authorization will be subject to
disciplinary action, up to and including termination.
Employees with questions or concerns about life
threatening illnesses are encouraged to contact Human
Resources for information and referral to appropriate
services and resources.
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A Word About Our Employee Relations
Philosophy
We are committed to providing the best possible climate
for maximum development and goal achievement for all
employees. Our practice is to treat each employee as
an individual. We seek to develop a spirit of teamwork;
individuals working togetherto attain a common goal.
In order to maintain an atmosphere where these goals
can be accomplished, we provide a comfortable and
progressive workplace. Most importantly, we have a
workplace where communication is open and problems
can be discussed and resolved in a mutually respectful
atmosphere. We take into account individual
circumstances and the individual employee.
We firmly believe that with direct communication, we can
continue to resolve any difficulties that may arise and
develop a mutually beneficial relationship.
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Non-Harassment
We prohibit harassment of one employee by another
employee, supervisor or third party for any reason based
on a “protected class” including, but not limited to:
veteran status, uniform servicemember status, race,
color, religion, sex, national origin, age, physical or
mental disability, genetic information or any other
protected class under federal, state, or local law.
Harassment of our employees by third parties also is
prohibited.
In California, the following are a protected class: race;
religious creed; color; national origin; ancestry; physical
disability, mental disability; medical condition, including
genetic characteristics; genetic information; marital
status; sex; pregnancy, childbirth or related medical
conditions; actual or perceived gender; gender identity or
expression; sexual orientation; civil air patrol
membership; service in the military forces of the State of
Califomia or of the United States; lawful conduct
occurring during nonworking hours away from PVB
premises; and age [40 or over]. Included in the definition
of each protected category is the perception of
membership in a protected category and an individual's
association with an actual or perceived member of a
protected category.
The purpose of this policy is notto regulate the personal
morality of employees. It is to ensure that in the
workplace, no employee is harassed or harasses
another for any reason or in any manner. The conduct
prohibited by this policy includes conduct in any form
including but not limited to e-mail, voice mail, chat
rooms, Internet use or history, text messages, pictures,
images, writings, words or gestures.
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While it is not easy to define precisely what harassment
is, it includes: slurs, epithets, threats, derogatory
comments or visual depictions, unwelcome jokes and
teasing.
Any employee who believes that (s)he has been
harassed or who witnesses harassment should report
the situation immediately to the following member of
management who has been designated to receive such
complaints: Greg Spear, EVP, Chief Financial Officer at
(831) 771-4317 and 422 Main Street, Salinas CA 93901.
If an employee makes a report to this member of
management and the manager either does not respond
or does not respond in a manner the employee deems
satisfactory or consistent with this policy, the employee
is required to report the situation to any other member of
senior management.
PVB will investigate all such reports as confidentially as
possible. Adverse action will not be taken against an
employee because he or she, in good faith, reports or
participates in the investigation of a violation of this
policy. Violations of this policy are not permitted and
may result in disciplinary action, up to and including
termination.
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Sexual Harassment
Any type of sexual harassment is against PVB policy
and may be unlawful.
We firmly prohibit sexual harassment of any employee
by another employee, supervisor or third party.
Harassment of third parties by our employees is also
prohibited. The purpose of this policy is not to regulate
the morality of employees. It is to ensure that in the
workplace, no employee is subject to sexual
harassment. While it is not easy to define precisely what
sexual harassment is, it may include: unwelcome sexual
advances, requests for sexual favors, and/or verbal or
physical conduct of a sexual nature including, but not
limited to, sexually-related drawings, pictures, jokes,
teasing, e-mails, text messages, uninvited touching or
other sexually-related comments. The conduct
prohibited by this policy includes conduct in any form
including but not limited to e-mail, voice mail, chat
rooms, Internet use or history, text messages, pictures,
images, writings, words or gestures.
Sexual harassment of an employee will not be tolerated.
Violations of this policy may result in disciplinary action,
up to and including termination. There will be no
adverse action taken against employees who report
violations of this policy in good faith or participate in the
investigation of such violations.
Any employee who believes that (s)he is a victim of
sexual harassment, or who witnesses harassment, should
immediately report such actions in accordance with the
following procedure. All complaints will be promptly and
thoroughly investigated as confidentially as possible.
1. Any employee who believes that (s)he is a victim
of sexual harassment or has been retaliated
10 12/12
against for complaining of sexual harassment,
should report the situation immediately to the
following member of management who has been
designated to receive such complaints: Greg
Spear, EVP, Chief Financial Officer at (831)
771-4317 and 422 Main Street, Salinas CA
93901. If an employee makes a report to this
member of management and the manager either
does not respond or does not respond in a
manner the employee deems satisfactory or
consistent with this policy, the employee is
required to report the situation to any other
member of senior management.
PVB will investigate every reported incident
immediately. Any employee, supervisor or
agent of PVB who has been found to have
violated this policy may be subject to appropriate
disciplinary action, up to and including
immediate discharge.
PVB will conduct all investigations in a discreet
manner. PVB recognizes that every
investigation requires a determination based on
all the facts in the matter. We also recognize
the serious impact a false accusation can have.
We trust that all employees will continue to act
responsibly.
The reporting employee and any employee
participating in any investigation under this
policy have PVB's assurance that no reprisals
will be taken as a result of a sexual harassment
complaint. It is our policy to encourage
discussion of the matter, to help protect others
from being subjected to similar inappropriate
behavior.
11 12/12
Whistle Blower Policy
INTRODUCTION
The Audit Committee of Pacific Valley Bank has adopted
(05/24/2012) these procedures to provide a mechanism
through which employees and others can directly contact
the Bank’s Audit Committee, on a confidential and
anonymous basis, with complaints or concems about the
Bank's accounting and auditing matters, or any
fraudulent or illegal activity. These procedures outline
the methods for responding to, and keeping records of,
any such concerns. Protections under the Act are also
summarized herein.
‘ANHISTLE BLOWER” PROTECTIONS
The Act prohibits public companies and their employees
and agents from firing or taking other forms of adverse
or retaliatory employment action against an employee
who:
. provides information or otherwise assists in the
investigation of conduct which the employee
reasonably believes constitutes a violation of
federal securities or antifraud laws (including an
investigation that is conducted by a supervisor, a
Federal regulatory or law enforcement agency,
or Congress), or
files, participates in, or assists in a proceeding
filed or about to be filed (with any knowledge of
the employer) relating to alleged violations of
federal securities laws or securities fraud.
An employee of the Bank or its subsidiaries harmed by a
violation of this provision must file a claim with the
Department of Labor (DOL) within 90 days of the alleged
violation and may bring suit in federal district court if the
DOL fails to act within 180 days. A prevailing employee
is entitled to “all relief necessary to make the employee
whole”, including reinstatement, back pay with interest,
12 12/12
and compensation for special damages, such as
attorneys’ fees and litigation costs.
The Act provides for fines and imprisonment of up to 10
years for anyone who “knowingly, with the intent to
retaliate,” takes any action harmful to any person,
including interference with the lawful employment or
livelihood of any person, for providing to a law
enforcement officer any truthful information relating to
the commission or possible commission of any Federal
offense.
RESPONSIBILITIES
Board Audit Committee Chairman and Members
. Ensure that these procedures are maintained in
compliance with the Act and in a form accessible
to all employees.
Ensure that the “whistle blower” protections
afforded under the Act are fully adhered to by all
employees or agents of the Bank with respect to
employees or others from whom information is
received.
Take appropriate action on complaints or
information that may be forthcoming in
compliance with the Act.
Keep appropriate and confidential records of all
complaints or information that may be received
i
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Stephan A, Barber SBN 70070 S. Craig Cox SBN 310651 JRG ATTORNEYS AT LAW 318 Cayuga Street Salinas, CA 93901 steve@jrgattorneys.com craig@jrgattorneys.com Telep! hc one: (831) 754-2444 Attorneys for Plaintiff, PACIFIC VALLEY BANK. SUPERIOR COURT OF CALIFORNIA COUNTY OF MONTEREY 10 PACIFIC VALLEY BANK, a California Case No.: 22CV001272 11 corporation, DECLARATION OF ANKER FANOE IN 12 Plaintiff, SUPPORT OF OPPOSITION TO DEFENDANTS’ MOTION FOR 13 VS. SUMMARY JUDGMENT 14 JOSEPH S. SERVI, an individual; Date: April 5, 2024 PINNACLE BANK, a California Time: 8:30 a.m. 15 corporation, and DOES 1-10, Dept.: 13A Judge: Hon. Vanessa W, Vallarta 16 Defendants. 17 Complaint Filed: May 11, 2022 AND RELATED CROSS-ACTIONS Trial Date: May 6, 2024 18 19 20 J, Anker Fanoe, hereby declare: 21 1. lam the president and chief executive officer of Plaintiff Pacific Valley Bank, I am 22 competent to testify to the matters set forth in this declaration, all of which are within my 23 personal knowledge. 24 2 On or about December 28, 2015, Pacific Valley Bank (“PVB”) made a 25 confidential written offer to employ Joseph Servi (“SERVI”) as a Senior Vice President and 26 Senior Business Banker of PVB in exchange for a specified salary and benefits. That same day r > 27 SERVI executed the written offer, acknowledging and accepting the terms therein. A true and 28 correct copy of said offer and acceptance letter is attached hereto as Exhibit “A”. 1 DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT 3 The written employment offer and acceptance letter between PVB and SERVI included a statement that: “Your employment is subject to the Bank’s Policies and Procedures and the Employee Handbook.” PVB considered SERVI’s agreement to comply with the Employee Handbook to be a material provision of the employment agreement because it contains PVB's basic standards and employee expectations. 4 PVB’s Employee Handbook, a true and correct copy of which is attached hereto as Exhibit “B”, directly addresses the use of PVB’s confidential information and trade secrets, including as follows: a. “Employees must not copy, use, or transfer trade secrets or proprictary materials of 10 PVB or others without appropriate authorization.” It b. “Employees may not publicly discuss clients, products, employees or any work-related 12 matters, whether confidential or not, outside company-authorized communications. Employees 13 are expected to protect the privacy of Pacific Valley Bank and its employees and clients, and are 14 prohibited from disclosing personal employee and non-employee information and any other 15 proprietary and nonpublic information to which employees have access. Such information 16 includes but is not limited to customer information, trade secrets, financial information and 17 strategic business plans.” 18 c. “Protecting PVB's information is the responsibility of every employee, and we all share 19 a common interest in making sure information is not improperly or accidentally disclosed. Do 20 not discuss PVB's confidential business or proprietary business matters, or share confidential, 21 personal employee information with anyone who does not work for us such as friends, family 22 members, members of the media, or other business entities. Such confidential information 23 includes, but is not limited to, the following examples: personnel information, compensation 24 data, client transaction information, client lists, financial information, marketing strategies, 25 vendor lists and information (price sheets), sales plans and sales history, trade and product 26 names, client preference data.” 27 5 PVB provides a variety of banking and financial services to the local community, 28 covering relationships with customers throughout the Central Coast that have taken time, money 2 DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION ‘TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT and effort to establish and support. In doing so, PVB maintains customer lists and client information, which are held in strict confidentiality within PVB. This information is not readily or publicly accessible and is the result of expensive and lengthy efforts by PVB. For instance, PVB requires its employees to attend training courses on the use and management of private data and compliance with the Gramm-Leach-Bliley Act (“GLBA”). PVB also has stringent technology in place to actively block the e-mailing of confidential data. PVB regularly reminds its employees about the importance of maintaining the confidentiality of PVB’s documents. The customer lists and client information maintained by PVB include special and peculiar facts about specific customers of PVB, such as their social security numbers, e-mail addresses, phone 10 numbers, addresses, and other private information obtained through the customers’ financial 11 activities with PVB. As a financial institution dealing with highly sensitive and personal financial] 12 information, PVB is held to a higher standard through government and self-regulations to ensure 13 the confidentiality of its customer information. 14 6 SERVI was hired to act as a business development officer of PVB, with primary 15 responsibility for the generation of new lending and deposit relationships, SERVI was also tasked 16 with the maintenance of PVB’s existing portfolio of clients. 17 7 Due to SERVI’s vital role as PVB’s business development officer, he was given 18 extensive access to PVB’s customer lists and client information, and PVB made clear said 19 information was confidential and only to be used by PVB’s employees in furtherance of PVB’s 20 business purposes, PVB also hired SERVI because he represented that he had years of similar 21 banking industry experience, and we believed he understood basic privacy and confidentiality 22 requirements in the industry. 23 8 Servi was given access to the subject lists entitled “PPP Loans Terri-20220423”, 24 “PPP Loans Bill — 202220423”, “PPP Loans Jennifer — 202220423”, “PPP Loans Joe — 25 202220423”, and “PPP Loans Sue ~ 202220423” because the identified employees (Terri, Bill, 26 Jennifer, Joe and Sue) had practically identical duties related to the loans, and many of the 27 customers on the lists overlapped between the relationship managers. 28 3 DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT 9 On March 21, 2022, SERVI notified PVB of his resignation, with his date of separation being April 1, 2022. 10. On April 1, 2022, SERVI completed an Exit Interview Acknowledgement, a true and correct copy of which is attached hereto as Exhibit * ”’, pursuant to which he made the following pertinent representations and acknowledgements: a. “I have returned to Pacific Valley Bank, and no longer have in my possession, all property belonging to Pacific Valley Bank including but not limited to equipment, confidential information, whether stored electronically or on paper, and all copies thereof.” b. “I have complied with and will continue to comply with all the terms of any/all 10 agreements that I have signed during the course of my employment.” 11 c. “T agree that I will preserve as confidential and not use, for the benefit of myself or 12 others, any confidential information that have now or could in the future have economic value to Pacific Valley Bank.” 14 II. Despite having acknowledged his obligation to return and not use PVB’s 15 confidential information, which he obtained through his trusted position as a senior level 16 employee of PVB, SERVI has subsequently used said information to interfere with PVB’s 17 existing and prospective business relationships. For instance, on April 14, 2022, SERVI sent an 18 unsolicited e-mail to clients of PVB, which stated: 19 I wanted to let you know that I am now with Pinnacle Bank. A community bank 20 with larger lending options that will help my customers including construction 21 loans (large and small projects), a SBA department, a robust online banking platform and cash management tools and last but not least...very competitive 22 rates. 23 1 will be reaching out once I get settled, but feel free to contact me via cell or my email below if you have a customer with an immediate need. 24 25 Joe Servi SVP Sr Relationship Manager 26 Pinnacle Bank Cell: 831-277-2262 27 Office: 831-287-2720 28 Joe.Servi@pinnacle. bank 4 DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT 12. PVB learned of SERVI’s April 14, 2022 e-mail because customers reached out to PVB questioning why they had been contacted by SERVI when they had no prior relationship with him. 13. SERVI’s April 14, 2022 e-mail falsely implied that PVB does not have a robust online banking platform, cash management tools, or competitive rates. These statements are false for the following reasons: a, Online Banking Platform: PVB’s online banking platform is without question robust and permits all normal transactions used by customers at any bank, such as deposits, transfers, 10 bill pay, account information, card services, and much more. PVB also offers a mobile I application that currently has 4.6 out of 5 stars on the Apple App Store. As far as I am aware, 12 PVB has never received any complaints about its online banking system, and I have never heard 13 anyone describe it as nor being “robust”. As the president and chief executive officer of PVB, I 14 am acutely aware of the importance of maintaining a robust online banking system in order to 15 continue to attract and maintain our customer base, so I ensure our system. meets all of our 16 customers’ needs. 17 b, Cash Management Tools: PVB offers cash management tools that mirror those 18 offered by other community banks, including Pinnacle Bank. For instance, PVB offers online 19 banking, online bill payment, mobile banking and mobile check deposit, automated clearing 20 house origination, remote deposit capture, night depository box, fraud detection, debit card 21 protection, business debit cards, business credit cards, merchant card processing, wire transfers, 22 and foreign currency orders. PVB offers its customers access to more than 24,000 surcharge free 23 ATMs, as well as our own ATMs at our branch locations. It is simply false to imply that PVB 24 does not offer cash management tools. 25 c, Competitive Rates: PVB also offers competitive rates to its customers. PVB 26 continuously monitors prevailing market rates for all of its products and adjusts its rates on an 27 ongoing basis. PVB’s customer base is primarily limited to the Salinas Valley area, and I 28 5 DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT understand that we have several competitors, including Pinnacle Bank, in a relatively restricted market, so I personally ensure we are remaining competitive with our rates. 14. PVB did not authorize SERVI to send any of the subject lists in this case to his personal e-mail address, nor did we authorize him to use the lists for any purpose other than for PVB’s business purposes. 15. The lists that were taken by SERVI contain non-public information of our customers such as social security numbers, email addresses and account numbers. While an individual may be able to obtain some of the information in the lists through online sources, we consider the information, as compiled, to be a trade secret of PVB because we keep the 10 information secret through various means (such as confidentiality agreements, technological 1 safeguards and employee training), and the information has actual independent economic value 12 because the lists identify our customers and provide their contact information so we, and anyone 13 else in possession of our lists, can market to these customers through various means, It took PVB 14 hundreds of hours to compile the lists through direct contact with our customers. 15 16, As a result of SERVI’s interference and use of our customer lists for the benefit of| 16 himself and his current employer, Defendant Pinnacle Bank, PVB has been forced to decrease its 17 interest rates and take other business losses in order to preserve the customer relationships. 18 17. In order to ensure compliance with governmental regulations — namely, the GLBA 19 and California Consumer Privacy Act (“CCPA”) — PVB has been required to send letters to all 20 customers on the stolen lists informing them of the data breach and offering credit monitoring. I 21 believe this has, or will, erode our customers’ faith in PVB’s operations and data security, Our 22. customer base is limited to a small geographic area, so events such as this can severely degrade 23 our customer relationships and prevent us from gaining, or even maintaining, our critical market 24 share. 25 18. PVB has paid SERVI all commissions and wages due and owing to him under the 26 terms of his employment agreement with PVB as well as PVB’s incentive plan. The Incentive 27 Compensation Plans referenced by SERVI in his declaration specifically state that the 28 Relationship Managers would only receive incentive compensation for loan volume “sourced, 6 DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT books and assigned to their portfolio.” (emphasis added.) The PPP loans never went into the compensated portfolios of our Relationship Managers, including SERVI, and I personally notified SERVI that the PPP loans would not result in additional incentive compensation due to the short duration and low interest rates on PPP loans. Additionally, it would be very difficult to equitably compensate employees based on any fixed formula for the PPP loans because many of the customers were existing customers of PVB, and the Relationship Managers all worked together with each other to get the loans issued during a time of crisis, For example. while one customer may be on a list that was primarily managed by one Relationship Manager, that customer may actually have been an existing customer of another Relationship Manager who 10 brought the customer to PVB and was the customer’s primary point of contact. 11 19. Even if the PPP loans were somehow deemed to be a part of SERVI's 12 compensated portfolio (which they were not), the Incentive Compensation Plan bonus was never 13 guaranteed, The Inventive Compensation Plan for 2020 and 2021 , Which SERVI executed, 14 specifically state: “[T]he Bank retains complete discretion to modify, change or delete the terms 15 of the Plan at any time upon notice to the RM.” As stated above, I personally notified SERVI that} 16 the PPP loans were a unique offering resulting from the pandemic and that SERVI would not be 17 entitled to receive additional compensation for these short term, low-interest loans, 18 20. Additionally, SERVI confirmed receipt of all amounts due and owing to him 19 when he executed and initialed the Exit Interview Acknowledgement attached hereto as Exhibit 20 “C”, which states: “I acknowledge receipt of my last paycheck, which includes earnings for all 21 work performed through this date and pay for any and all accrued but unused benefits.” SERVI 22 never informed PVB that he believed he was still owed any amounts, and this Motion for 23 Summary Judgment is the first | have heard about this claim. 24 21. PVB has incurred various and extensive damages as a result of SERVI’s actions, 25 For instance, PVB was required to pay a substantial amount to notify and provide credit 26 monitoring to customers whose protected data was taken by SERVI. PVB had to pay its 27 employees their wages and benefits during hundreds of hours spent identifying potential affected 28 customers and investigating the issues in this case, amounting to more than $150,000.00. PVB 7 DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT has incurred significant attorneys’ fees that are continuing to accrue. PVB had to lower its rate on| a $1.5 million loan by two percent (2%) from normal pricing for a customer that was on the lists and contacted by the Defendants. PVB is also aware of at least two customers who have left to Pinnacle after being contacted by SERVI. These damages do not even include reputational damage incurred by PVB due to this data breach. 22. While PVB is not designated as a preferred lender through the Small Business Administration (“SBA”), PVB is still able to issue SBA loans just like any lender that has such a designation. The only difference is that PVB takes one additional step to obtain approval for the SBA loans it issues through the SBA. I am not aware of any SBA loans being delayed, hindered, 10 or otherwise impacted by this single approval step. 11 23. Because our entire lending department can obtain SBA loans for our customers, I 1 see no benefit to creating a separate and distinct “SBA Department”, which would provide no 13 practical benefit to our customers. 14 I declare under penalty of perjury under the laws of the State of California that the af 15 foregoing is true and correct. Executed this Uz day of March, 2024, at Salinas, 16 California. 17 18 Afiker Fanoe 19 20 21 22 23 24 25 26 27 28 8 DECLARATION OF ANKER FANOE IN SUPPORT OF OPPOSITION TO DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT EXHIBIT “A” Pacrric Vattey Bank 422 Main Street, Salinas, California 93901 (831) 771-4330 Fax (831) 771-4329 December 28, 2015 Joseph S. Servi 22 Work Avenue Monterey CA 93940 Dear Joe: {am very pleased to offer you employment as Senior Vice President (subject to Board approval) and Senior Business Banker for Pacific Valley Bank. This offer is contingent upon receipt of the successful completion of a background check as determined by bank review, which will be conducted in accordance with applicable federal, state and local laws. Enclosed is a HireRight Disclosure and Authorization form along with a Summary of Rights under the Fair Credit Reporting Act, a Summary of Rights Under Califomia Consumer Credit Reporting Agencies Act, and a Notice to California Applicants Regarding Consumer Credit Check. If you are accepting this offer, please return the completed releases along with your signed acceptance of this offer. The following details will summarize the offer of employment to join the Bank: . Your anticipated hire date is Tuesday, January 5, 2016. Benefits, payroll, and other human resource management services are provided through TriNet HR Cosporation, a professional employer organization. As a result of Pacific Vatley Bank's arrangement with TriNet, TriNet will be considered your employer of record for these purposes and your managers here at Pacific Valley Bank will be responsible for directing your work, reviewing your performance, setting your schedule, and otherwise directing your work at Pacific Valley Bank, You will be hired as a fulltime exempt employee in the Loan Department at the corporate office in Salinas. Your immediate supervisor will be Mike Wilson, President and CEO. This position is salaried and is currently paid on a semi-monthly pay cycle at the rate of $ 4,500.00 per pay period. You will be expected to manage a portfolio with a minimum asset size of $20-$25 million; work with the Senior Credit Officer and Chief Credit Officer to complete new and renewed loans for DLC, and generate a minimum of $6 million in new loan business during 2016, You will be eligible to participate in the 2016 incentive program for relationship managers and business bankers. The current document is enclosed. Expenses such as mileage, use of personal cell phone for business, and other reasonable business development expenses will be paid according to Bank policy. Immediately upon hire, you will begin accruing paid time off (PTO) at the rate of 22 days per year to be used for such things as vacation, sick leave, family leave, etc. PTO may be requested as it is earned. Confidential Page | Offer Letter — JServi — 12-28-2015 P.O. Box 3648, Salinas, California 93912-3648 + Member FDIC This position is eligible for the Bank's group health benefits on the first of the month following date of hire (February 1 based on a January start date). You will also be eligible for the Bank's 401(k) plan beginning the first day of the month after your hire date, as long as you are over the age of 21 years. Currently, the Bank will provide a matching contribution of 50% of employee contributions up to a total of 3% of compensation. This is the equivalent of $0.50 per dollar, up to 6% of employee deferrals Under the Immigration and Control Act (IRCA), the Bank is required to verify the identity and work authorization of all newly hired employees. Therefore, you will be required to complete the Form I-9 upon hire. Within three business days of beginning employment, you will need to supply acceptable documentation (as noted on the Form I-9) of your identity and work authorization. For your convenience, the Form |-9 is enclosed for your review. Your employment is subject to the Bank's Policies and Procedures and the Employee Handbook. Pacific Valley Bank (PVB) adheres to a policy of employment-at-will which allows either party to terminate the employment relationship at any time, for any reason, with or without cause or notice. No officer, employee, or representative of PVB is authorized to enter into an agreement—express or implied—with any employee for employment for a specified period of time unless such an agreement is in a written contract signed by the Chief Executive Officer of PVB. You agree to keep confidential any information or data, other than that which is in the public domain, which is or has been made available to you about the Bank or which results from your work at the Bank. You agree that you will not use such information or data except as required in performing the duties of your employment at Pacific Valley Bank and that you will not disclose such information or data to others without prior approval in writing by the Bank. The provisions of this paragraph will survive termination, either voluntary or involuntary, of your employment with the Bank. Pay dates are the 7 and 22r¢ of the month. Hours worked on the 1st through the 15" are paid on the 22, and hours worked on the 16" through the last day of the month are paid on the 7" of the next month. Assuming you begin work on January 5, 2016, you will receive your first paycheck on January 22, 2016. If you have any questions concerning the above details, please contact me immediately. To accept this position, please sign below and return to Human Resources within five (5) business days. Thank you for your interest in Pacific Valley Bank. x o Sincerely, ~ Mike ilson President / CEO Enclosures (6) ACKNOWLEDGMENT AND ACCEPTANCE OF JOB OFFER Joseph {Z— $. Servi Date talogle 4 ) Confidential Page 2 Offer Letter -- JServi ~ 12-28-2015 EXHIBIT “B” aa Pactric Vattey Bank PACIFIC VALLEY BANK EMPLOYEE HANDBOOK This Employee Handbook has been tailored expresslyfor PVB by PAYCHEX, Inc. ©Copyright PAYCHEX, Inc. 2012. All rights reserved. Welcometo PVB! Starting a new job is exciting, but at times can be overwhelming. This Employee Handbook has been developed to help you become acquainted with PVB and answer many of your initial questions. As an employee of PVB, you are very important. Your contribution cannot be overstated. Our goal is to provide the finest-quality products and services to our customers and to do so more efficiently and economically than our competitors. By satisfying our customers' needs, we ensure they will continue to do business with us and will recommend us to others. You are an important part of this process because your work directly influences PVB's reputation. We are glad you have joined us, and we hope you will find your work to be both challenging and rewarding. Sincerely, Diner David B. Warner Chief Executive Officer Table of Contents Section 1: The Way We Work A Word About This Handbook Building for the Future Equal Employment Opportunity. Americans with Disabilities Act. Life Threatening Illnesses A Word About Our Employee Relations Philosophy Non-Harassment Sexual Harassment 10 Whistle Blower Policy 12 Categories of Employment 16 Anniversary Date.. 17 Driver's License/Driving Record... 17 Certification, Licensing and Other Requirement 18 Personal Relationships Policy 19 Immigration Reform and Control Act 21 Your Human Resources Department 21 Talk to Us 22 Section 2: Your Pay and Progress Recording Your Time. Payday. Paychec! eductions Gamishment/Child Suppo! Direct Deposit Pay Advances. Performance Reviews Promotions and Transfers Overtime Reporting Time Pay. 12/12 Section 3: Time Away From Work and Other Benefits Employee Benefits Holidays Paid Time Off (PTO) Jury Duty Voting Leave Military Leave Family Military Leave 10 Civil Air Patrol Leave 11 Witness Leave 12 Bone Marrow and Organ Donation Leave. 13 School Visitation Leave . 14 Leave of Absence... 15 Domestic Violence Leave 16 Victims of Felony Crimes Leave 17 Medical Insurance 18 Dental Insurance .. 19 Vision Insurance 20 Life Insurance 21 Section 125 Plan 22 COBRA... 23 Disability Leave 24 State Disability Insuranc 25 Family Leave Insurance 26 Pregnancy Disability Leave 27 Rehabilitation Leave 28 Social Security. 29 Unemployment Insurance . 29 Workers’ Compensation 29 401(k) Qualified Retirement Plan 30 Professional Development... 31 Employee Assistance Program 32 i 12/12 Section 4: On the J ob Attendance and Punctuality. Meal Time Breaks. Lactation Breaks Standards of Conduct. Access to Personnel Files... Computer Software Licensing . Client / Customer Service Policy. Non-Solicitation Distribution. 10 Changes in Personal Data 10 Care of Equipment 11 PVB Vehicles... 11 Natural Disasters 12 Personal Telephone Calls/Cell Phones. 13 Acceptable Use of Electronic Communications 14 Social Media 18 Dress Policy. 23 Personal Hygiene. 25 Protecting PVB Information 26 Conflict of Interest / Code of Ethics 27 Parking ... 37 Contact with the Media 37 Recording Devices in the Workplace 38 If You Must Leave US .........+ 39 Employment Verifications / References 40 Section 5: Safety in the Workplace Each Employee's Responsibility. Workplace Violence. Workplace Searches Smoking in the Workplace... No Weapons in the Workplace Substance Free Workplace... iii 12/12 Emergency Procedures iv 12/12 The Way We Work A Word About This Handbook This Employee Handbook contains information about the employment policies and practices of PVB. We expect each employee to read this Employee Handbook carefully, as it is a valuable reference for understanding your job and PVB. The policies outlined in this Employee Handbook should be regarded as. management guidelines only, which in a developing business will require changes from time to time. PVB retains the rightto make decisions involving employment as needed in order to conduct its work in a manner that is beneficial to the employees and PVB. This Employee Handbook supersedes and replaces any and all prior Employee Handbooks and any inconsistent verbal or written policy statements. Except for the policy of at-will employment, which can only be changed by CEO of PVB in a signed written contract, PVB reserves the right to revise, delete and add to the provisions of this Employee Handbook at any time without further notice. All such revisions, deletions or additions to the Employee Handbook must be in writing and must be signed by CEO of PVB. No oral statements or representations can change the provisions of this Employee Handbook. The provisions of this Employee Handbook are not intended to create contractual obligations with respect to any matters it covers. Nor is this Employee Handbook intended to create a contract guaranteeing that you will be employed for any specific time period. Nothing in this Employee Handbook is intended to unlawfully restrict an employee's rightto engage in any of the rights guaranteed them by Section 7 of the National Labor Relations Act, including but not limited to, the rightto engage in concerted protected activity for the 12/12 purposes of their mutual aid and/or protection. Nothing in this Employee Handbook will be interpreted, applied or enforced to interfere with, restrain or coerce employees in the exercise of Section 7 rights. PVB_IS_AN AT-WILL EMPLOYER. THIS MEANS THAT REGARDLESS OF ANY PROVISION IN THIS EMPLOYEE HANDBOOK, EITHER YOU OR PVB MAY TERMINATE THE EMPLOYMENT RELATIONSHIP AT ANY TIME, FOR ANY REASON, WITH OR WITHOUT CAUSE OR NOTICE. NOTHING IN THIS EMPLOYEE HANDBOOK _ OR IN__ANY DOCUMENT __OR STATEMENT, WRITTEN OR ORAL, SHALL LIMIT THE RIGHT TO TERMINATE EMPLOYMENT AT-WILL. NO OFFICER, EMPLOYEE OR REPRESENTATIVE OF PVB IS__AUTHORIZED TO ENTER INTO __AN AGREEMENT—EXPRESS OR_IMPLIED—WITH ANY EMPLOYEE FOR EMPLOYMENT FOR A SPECIFIED PERIOD OF TIME UNLESS SUCH AN AGREEMENT IS_ IN A WRITTEN CONTRACT SIGNED BY CEO OF PVB. FMp. This Employee Handbook refers to current benefit plans maintained by PVB. Refer to the actual plan documents and summary plan descriptions if you have specific questions regarding the benefit plan. Those documents are controlling. Likewise, if a written contract is inconsistent with the Employee Handbook, the written contract is controlling. 12/12 Building for the Future As with any business, revenues are an absolute necessity for maintaining jobs and building for the future. Rather than look at generating sales and revenue as an “undesirable task", we look at it as a "must" situation. How do we continue to generate revenues to ensure a secure future and continued opportunities for all employees? With teamwork. Together we must meet the challenges we face on a daily basis. In general, we have mentioned benefits, responsibilities and operations. We have saved the most crucial component of this business for last -- You. At all times, you represent PVB, and it is up to each one of you to take this responsibility seriously. PVB exists with your joint efforts. Don’t underestimate your contribution to it A great many people outside the business who invest their time, money and faith in us are part of that equation. They are our customers. They will determine how fast we grow, how many people we will employ, how many products we produce, how much service we render and the profit we make. In order to retain these customers, we want to ensure that our good service continues by always giving our customers the best possible value and quality. Working together and working well provides us with a bright future and with the most important commodity, a good reputation. 12/12 Equal Employment Opportunity PVB is committed to equal employment opportunity. We will not discriminate against employees or applicants for employment on any legally-recognized basis [“protected class”] including, but not limited to: veteran status, uniform servicemember status, race, color, religion, sex, national origin, age, physical or mental disability, genetic information or any other protected class under federal, state, or local law. In California, the following are a protected class: race; religious creed; color; national origin; ancestry; physical disability, mental disability; medical condition, including genetic characteristics; genetic information; marital status; sex; pregnancy, childbirth or related medical conditions; actual or perceived gender; gender identity or expression; sexual orientation; civil air patrol membership; service in the military forces of the State of Califomia or of the United States; lawful conduct occurring during nonworking hours away from PVB premises; and age [40 or over]. Included in the definition of each protected category is the perception of membership in a protected category and an individual's association with an actual or perceived member of a protected category. You may discuss equal employment opportunity related questions with Human Resources or any other member of senior management. 12/12 Americans with Disabilities Act PVB is committed to providing equal employment opportunities to qualified individuals with disabilities. This may include providing reasonable accommodation where appropriate in order for an otherwise qualified individual to perform the essential functions of the job. It is your responsibility to notify Human Resources of the need for accommodation. Upon doing so, Human Resources may ask you for your input or the type of accommodation you believe may be necessary or the functional limitations caused by your disability. Also, when appropriate, we may need your permission to obtain additional information from your physician or other medical or rehabilitation professionals. PVB will not seek genetic information in connection with requests for accommodation. All medical information received by PVB in connection with a request for accommodation will be treated as confidential. 12/12 Life Threatening Illnesses Employees occasionally develop serious or life threatening illnesses. PVB is committed to supporting such employees' efforts to continue their normal pursuits, including working. When necessary and where required by law, PVB will provide reasonable accommodations to otherwise qualified individuals with disabilities, including employees with serious or life threatening illnesses. All employees, including employees with serious or life threatening illnesses, must maintain acceptable performance standards. PVB will not seek genetic information in connection with requests for accommodation. An employee's medical information is confidential. Disclosure of employee medical information is restricted to limited situations where a manager or supervisor has a job-related reason to know it. Employees who disclose employee medical information without proper authorization will be subject to disciplinary action, up to and including termination. Employees with questions or concerns about life threatening illnesses are encouraged to contact Human Resources for information and referral to appropriate services and resources. 12/12 A Word About Our Employee Relations Philosophy We are committed to providing the best possible climate for maximum development and goal achievement for all employees. Our practice is to treat each employee as an individual. We seek to develop a spirit of teamwork; individuals working togetherto attain a common goal. In order to maintain an atmosphere where these goals can be accomplished, we provide a comfortable and progressive workplace. Most importantly, we have a workplace where communication is open and problems can be discussed and resolved in a mutually respectful atmosphere. We take into account individual circumstances and the individual employee. We firmly believe that with direct communication, we can continue to resolve any difficulties that may arise and develop a mutually beneficial relationship. 12/12 Non-Harassment We prohibit harassment of one employee by another employee, supervisor or third party for any reason based on a “protected class” including, but not limited to: veteran status, uniform servicemember status, race, color, religion, sex, national origin, age, physical or mental disability, genetic information or any other protected class under federal, state, or local law. Harassment of our employees by third parties also is prohibited. In California, the following are a protected class: race; religious creed; color; national origin; ancestry; physical disability, mental disability; medical condition, including genetic characteristics; genetic information; marital status; sex; pregnancy, childbirth or related medical conditions; actual or perceived gender; gender identity or expression; sexual orientation; civil air patrol membership; service in the military forces of the State of Califomia or of the United States; lawful conduct occurring during nonworking hours away from PVB premises; and age [40 or over]. Included in the definition of each protected category is the perception of membership in a protected category and an individual's association with an actual or perceived member of a protected category. The purpose of this policy is notto regulate the personal morality of employees. It is to ensure that in the workplace, no employee is harassed or harasses another for any reason or in any manner. The conduct prohibited by this policy includes conduct in any form including but not limited to e-mail, voice mail, chat rooms, Internet use or history, text messages, pictures, images, writings, words or gestures. 12/12 While it is not easy to define precisely what harassment is, it includes: slurs, epithets, threats, derogatory comments or visual depictions, unwelcome jokes and teasing. Any employee who believes that (s)he has been harassed or who witnesses harassment should report the situation immediately to the following member of management who has been designated to receive such complaints: Greg Spear, EVP, Chief Financial Officer at (831) 771-4317 and 422 Main Street, Salinas CA 93901. If an employee makes a report to this member of management and the manager either does not respond or does not respond in a manner the employee deems satisfactory or consistent with this policy, the employee is required to report the situation to any other member of senior management. PVB will investigate all such reports as confidentially as possible. Adverse action will not be taken against an employee because he or she, in good faith, reports or participates in the investigation of a violation of this policy. Violations of this policy are not permitted and may result in disciplinary action, up to and including termination. 12/12 Sexual Harassment Any type of sexual harassment is against PVB policy and may be unlawful. We firmly prohibit sexual harassment of any employee by another employee, supervisor or third party. Harassment of third parties by our employees is also prohibited. The purpose of this policy is not to regulate the morality of employees. It is to ensure that in the workplace, no employee is subject to sexual harassment. While it is not easy to define precisely what sexual harassment is, it may include: unwelcome sexual advances, requests for sexual favors, and/or verbal or physical conduct of a sexual nature including, but not limited to, sexually-related drawings, pictures, jokes, teasing, e-mails, text messages, uninvited touching or other sexually-related comments. The conduct prohibited by this policy includes conduct in any form including but not limited to e-mail, voice mail, chat rooms, Internet use or history, text messages, pictures, images, writings, words or gestures. Sexual harassment of an employee will not be tolerated. Violations of this policy may result in disciplinary action, up to and including termination. There will be no adverse action taken against employees who report violations of this policy in good faith or participate in the investigation of such violations. Any employee who believes that (s)he is a victim of sexual harassment, or who witnesses harassment, should immediately report such actions in accordance with the following procedure. All complaints will be promptly and thoroughly investigated as confidentially as possible. 1. Any employee who believes that (s)he is a victim of sexual harassment or has been retaliated 10 12/12 against for complaining of sexual harassment, should report the situation immediately to the following member of management who has been designated to receive such complaints: Greg Spear, EVP, Chief Financial Officer at (831) 771-4317 and 422 Main Street, Salinas CA 93901. If an employee makes a report to this member of management and the manager either does not respond or does not respond in a manner the employee deems satisfactory or consistent with this policy, the employee is required to report the situation to any other member of senior management. PVB will investigate every reported incident immediately. Any employee, supervisor or agent of PVB who has been found to have violated this policy may be subject to appropriate disciplinary action, up to and including immediate discharge. PVB will conduct all investigations in a discreet manner. PVB recognizes that every investigation requires a determination based on all the facts in the matter. We also recognize the serious impact a false accusation can have. We trust that all employees will continue to act responsibly. The reporting employee and any employee participating in any investigation under this policy have PVB's assurance that no reprisals will be taken as a result of a sexual harassment complaint. It is our policy to encourage discussion of the matter, to help protect others from being subjected to similar inappropriate behavior. 11 12/12 Whistle Blower Policy INTRODUCTION The Audit Committee of Pacific Valley Bank has adopted (05/24/2012) these procedures to provide a mechanism through which employees and others can directly contact the Bank’s Audit Committee, on a confidential and anonymous basis, with complaints or concems about the Bank's accounting and auditing matters, or any fraudulent or illegal activity. These procedures outline the methods for responding to, and keeping records of, any such concerns. Protections under the Act are also summarized herein. ‘ANHISTLE BLOWER” PROTECTIONS The Act prohibits public companies and their employees and agents from firing or taking other forms of adverse or retaliatory employment action against an employee who: . provides information or otherwise assists in the investigation of conduct which the employee reasonably believes constitutes a violation of federal securities or antifraud laws (including an investigation that is conducted by a supervisor, a Federal regulatory or law enforcement agency, or Congress), or files, participates in, or assists in a proceeding filed or about to be filed (with any knowledge of the employer) relating to alleged violations of federal securities laws or securities fraud. An employee of the Bank or its subsidiaries harmed by a violation of this provision must file a claim with the Department of Labor (DOL) within 90 days of the alleged violation and may bring suit in federal district court if the DOL fails to act within 180 days. A prevailing employee is entitled to “all relief necessary to make the employee whole”, including reinstatement, back pay with interest, 12 12/12 and compensation for special damages, such as attorneys’ fees and litigation costs. The Act provides for fines and imprisonment of up to 10 years for anyone who “knowingly, with the intent to retaliate,” takes any action harmful to any person, including interference with the lawful employment or livelihood of any person, for providing to a law enforcement officer any truthful information relating to the commission or possible commission of any Federal offense. RESPONSIBILITIES Board Audit Committee Chairman and Members . Ensure that these procedures are maintained in compliance with the Act and in a form accessible to all employees. Ensure that the “whistle blower” protections afforded under the Act are fully adhered to by all employees or agents of the Bank with respect to employees or others from whom information is received. Take appropriate action on complaints or information that may be forthcoming in compliance with the Act. Keep appropriate and confidential records of all complaints or information that may be received i