BAY VIEW CAPITAL CORP
EXHIBIT 10A.3
<DOCUMENT>
<TYPE>EX-10.A3
<SEQUENCE>5
<FILENAME>f87940exv10wa3.txt
<DESCRIPTION>EXHIBIT 10A.3
<TEXT>
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                                                                   Exhibit 10a.3

                              EMPLOYMENT AGREEMENT

                  This EMPLOYMENT AGREEMENT ("Agreement") is made and entered
into this 28 day of June, 2000, by and between Bay View Capital Corporation (the
"Corporation"), a Delaware Corporation, and Sossy Soukiassian (the "Executive").

                                R E C I T A L S:

         A.       The parties desire to enter into this Agreement setting forth
the terms and conditions of the employment relationship between the Corporation
and the Executive.

         B.       The Board of Directors of the Corporation (or "Board")
believes it is in the best interests of the Corporation to enter into this
Agreement with the Executive in order to assure continuity of management of the
Corporation, and has approved and authorized the execution by the Corporation of
this Agreement.

                  NOW, THEREFORE, in consideration of the foregoing recitals and
the mutual promises herein contained, the parties hereto agree as follows:

                  1.       Executive's Title, Duty, Authority and Time
Commitment.

                           a.       Title. The Executive's position and title
with the Corporation shall be that of Senior Vice President, Director of
Corporate Projects.

                           b.       Duties and Authority. The Executive's duties
and authority shall be consistent with those of a Senior Vice President,
Director of Corporate Projects. The Executive shall render such administrative
and management services to the Corporation as are customarily performed by
persons employed in the banking and financial services industry in a similar
executive capacity. In addition, the Executive shall perform such other duties
as the Board, or its authorized representative, may from time to time require.
All duties performed by the Executive hereunder shall be in accordance with such
reasonable standards as are established from time to time by the Board, or its
authorized representative, and performance evaluations shall be conducted by or
under the direction of the Board and reviewed with the Executive annually.

                           c.       Time Commitment. During the "Term of this
Agreement", as defined in Section 5 of this Agreement, unless the Executive has
obtained the prior written consent of the Board, or its authorized
representative,

<PAGE>

                                    (1)      The Executive shall render her full
productive time and services to the Corporation, keeping normal business hours,
but is authorized to engage in such banking trade association and related
activities during normal business hours which, in her judgment, with the
concurrence of her immediate supervisor, are in the business interests of the
Corporation; and

                                    (2)      The Executive shall not render
personal services to any other person or entity for compensation, either as an
Executive, consultant, director or officer, if such services would conflict with
the Executive's duty to the Corporation or adversely affect the Executive's
judgment in the performance of her responsibilities. Executive shall remain free
to engage in community, charitable, political and personal pursuits which do not
interfere with her performance under this Agreement.

                  2.       Compensation. The Corporation agrees to pay the
Executive during the Term of this Agreement a base salary as follows: $170,000
per annum, with the salary to be reviewed annually on each March 1st during the
Term of this Agreement. Salary increases are not guaranteed or automatic. The
salary provided for in this Agreement shall be payable semi-monthly in
accordance with the practices of the Corporation.

                  3.       Discretionary Bonuses. The Executive shall be
entitled to participate in discretionary bonuses and incentive payments which
are now or become authorized and declared by the Board or its authorized
representative. Executive shall be entitled to an annual performance bonus of up
to forty percent (40%) of base salary depending upon the achievement of specific
goals set by the Company's Board of Directors.

                  4.       Additional Benefits.

                           a.       Participation in Executive Benefit Plans.
The Executive shall be entitled to participate in any plan of the Corporation,
as such plan may from time to time provide, relating to stock options, stock
purchases, pension, thrift, deferred profit sharing, group insurance coverage,
education or retirement or other supplemental Executive benefits that the
Corporation has adopted or adopts for the benefit of its Executives.

                           b.       Fringe Benefits. The Executive shall be
entitled to participate in any other program which is or becomes applicable to
the Corporation's executives, as such program may from time to time provide
including a reasonable expense account, the payment of reasonable expenses for
attending educational seminars and annual and periodic meetings of trade
associations, and other benefits which are commensurate with the
responsibilities and functions to be performed by the Executive under this
Agreement.

                  5.       Term.

                           a.       Initial Term and Automatic Extension. The
initial term of employment under this Agreement shall be for a period commencing
on June 28, 2000 and ending

                                       2.

<PAGE>

on December 31, 2000. On January 1, 2001 and on each January 1st thereafter, the
Term of this Agreement shall be extended automatically by one additional year
beyond the then current expiration date, unless either the Corporation or the
Executive gives contrary written notice to the other not less than 45 days in
advance of the date on which this Agreement would otherwise be extended.
Reference herein to the "Term of this Agreement" shall refer to the term as so
extended. Section 9, entitled "Change in Control," shall survive the expiration
of this Agreement for a period of one (1) year so long as Executive is employed
by the Corporation.

                           b.       Consequences of Non-Extension. If this
Agreement is not extended, on the expiration of the Term of this Agreement, the
Executive shall be deemed to be employed by the Corporation for no specific term
and the Executive's rights as an Executive of the Corporation shall be no less
than those provided by the laws of the State of California and the laws of the
United States; provided, however, that such post expiration employment may be
terminated at any time by the Executive or by the Board, or its authorized
representative, with or without cause by delivery to the Executive of a written
notice (the "Termination Notice") of such termination.

                  6.       Voluntary Absences. At such reasonable times as the
Board, or its authorized representative, shall in its discretion permit, the
Executive shall be entitled, without loss of pay, to absent himself voluntarily
from the performance of her employment under this Agreement. All such voluntary
absences shall count as holidays, vacation time, floating holidays, sick leave,
compensatory time or other paid time off as specified in Corporation policy,
provided that:

                           a.       Vacation Entitlement. The Executive shall be
entitled to an annual paid vacation of 20 days per year accrued in accordance
with the Corporation's vacation policy.

                           b.       Timing of Vacation. Vacations shall be
scheduled in a reasonable manner by the Executive and subject to the
Corporation's needs.

                  7.       Termination of Employment.

                           a.       Termination by Corporation. The Executive's
employment under this Agreement may be terminated, with or without cause, at any
time by the Board, or its authorized representative, by delivery to the
Executive of a written notice (the "Termination Notice") of such termination.
The Termination Notice shall state the effective date of such termination and
whether such termination is for "cause," as defined in Section 7a(1), or without
cause pursuant to Section 7a(2). Unless the Termination Notice states that the
termination is for cause and states with reasonable particularity the cause, the
termination shall be deemed to be without cause pursuant to Section 7a(2). In
the event an arbitrator appointed pursuant to Section 13 of this Agreement
determines that a purported termination for cause was in fact without proper
cause, the termination shall nonetheless be effective, but the Executive shall
be entitled to the severance payment pursuant to Section 7a(2) hereof.

                                       3.

<PAGE>

                                    (1)      Termination by Corporation for
Cause. The Executive's employment under this Agreement may be terminated at any
time by the Board, or its authorized representative, for "cause," which shall
include, but not be limited to the following:

                                             (a)  The commission by the
Executive of an act of misconduct (including, but not limited to, the violation
of any law, rule, regulation or cease and desist order applicable to the
Executive or the Corporation or its insured subsidiaries), or an act which
constitutes a breach of a fiduciary duty owed by the Executive involving
personal profit;

                                             (b)  The Executive's material
breach of this Agreement, dishonesty, incompetence, willful misconduct, habitual
unexcused absence from work, intentional failure to perform duties, or gross
negligence in the performance of stated duties;

                                             (c)  The Executive's becoming
physically or mentally incapable of performing the essential functions of her
employment position, with or without reasonable accommodation, for a period in
excess of the applicable leave entitlement mandated by Federal or State law; or

                                             (d)  Any criminal conviction of the
Executive (other than for a minor traffic violation or similar offense), whether
or not in the line of duty.

In the event of termination for cause under this Section 7a(1), the Executive
shall have no right to receive compensation or other benefits under this
Agreement for any period after such termination.

                                    (2)      Termination by Corporation Without
Cause. The Executive's employment under this Agreement may be terminated at any
time by the Board, or its authorized representative, without cause; provided,
however, that unless the termination of this Agreement is for "cause," as set
forth in Section 7a(1), or pursuant to Sections 7b, 7c, or 9, then, upon such
termination, in addition to any benefits that had accrued to the date of
termination but in lieu of any rights or benefits that would have accrued
following such termination, the Executive shall be entitled, upon execution of a
Severance Agreement and Release acceptable to the Board, to a lump sum severance
payment of twelve (12) months salary.

                           b.       Termination by the Executive. This Agreement
may be terminated by the Executive at any time upon 30 days written notice to
the Corporation or upon such shorter period as may be agreed upon between the
Executive and the Board subject, however, to the provisions contained in Section
13.

                           c.       Termination by Death. In the event of the
death of the Executive during the Term of this Agreement, the Executive's
estate, or such person as the Executive may have previously designated in
writing for group insurance purposes, shall be entitled to receive the salary
due the Executive through the last day of the calendar month in which her death
shall have occurred.

                  8.       Disability. If the Executive shall become disabled or
incapacitated to the

                                       4.

<PAGE>

extent that he is unable to perform the essential functions of her employment
position, with or without reasonable accommodation, he shall be entitled to
receive disability benefits of the type provided for other employees of the
Corporation. In such event, 90 days after the last day the Executive worked, any
rights of the Executive to receive the salary provided in Section 2 of this
Agreement shall be suspended until the Executive is able to resume performance
of her duties.

                  9.       Change in Control. If during the Term of this
Agreement, or within one (1) year following the expiration of this Agreement and
if Executive is employed by the Corporation, there is a "change in control," of
the Corporation, as hereinafter defined, the Executive shall be entitled, upon
execution of a Severance Agreement and Release as provided in Exhibit A, to the
following:

         a. Severance. A severance payment in the event the Executive's
employment is terminated, other than for "cause" as set forth in Section 7a(1)
or pursuant to Sections 7b (except as provided below), or 7c, within twenty-four
(24) months after the change in control. The amount of this payment shall equal
two hundred percent (200%) of the sum of (1) the Executive's annual salary as of
the date of termination plus (2) the Executive's annual bonus percentage then in
effect multiplied by the annual base salary, provided that the bonus amount
provided in this paragraph 9(a)(2) shall be paid only in the event that the
Corporation is on track to achieve the performance criteria applicable for the
payment of such bonus at the time of the Change in Control. This payment shall
be in lieu of any severance payment that would be due Executive under Section
7a(2). Except as provided above, such termination or severance payment shall be
in addition to all other amounts payable to the Executive pursuant to this
Agreement. This termination or severance payment shall also be made in the case
of a termination of employment by the Executive pursuant to Section 7b of this
Agreement within twenty-four (24) months after a change in control because
during such twenty-four (24) month period there has been a material diminution
of or interference with the Executive's duties, responsibilities and benefits as
Senior Vice President, Director of Corporate Projects. By way of example and not
by way of limitation, any of the following actions, if unreasonable or
materially adverse to the Executive, shall constitute such diminution or
interference unless consented to in writing by the Executive: (i) a change in
the principal workplace of the Executive to a location more than 25 highway
miles from the Executive's current office location; (ii) a reduction or adverse
change in the salary or benefits which had theretofore been provided to the
Executive, other than as part of an overall program applied uniformly and with
equitable effect to all members of senior management of the Corporation; or
(iii) a change in Executive's title.

         b. Benefits. In the event of termination in accordance with this
Section 9, the Corporation shall maintain in full force and effect, for the
continued benefit of the Executive and the Executive's dependents for a period
terminating on the earlier of (1) two years following the termination and (2)
the commencement date of equivalent benefits from a new employer, all insured
and self-insured employee health and welfare benefit plans in which the
Executive was entitled to participate immediately prior to the Executive's
termination date, provided that the Executive's continued participation is
possible under the general terms and provisions of such plans (and any
applicable funding media) and the Executive continues to pay

                                       5.

<PAGE>

an amount equal to the contribution applicable to regular full-time employees of
the Corporation for participation in such plans.

                  Any payments made to the Executive pursuant to this Agreement,
or otherwise, are subject to and conditioned upon their compliance with 12
U.S.C. Section 1828(k) and any regulations promulgated thereunder.

                  The term "change in control" as applied to the Corporation is
defined solely as any acquisition of control of the Corporation (other than
pursuant to the acquisition by a trustee or other fiduciary holding securities
under an Executive benefit plan of the Corporation), as defined in 12 C.F.R.
Section 574.4, or any successor regulation, which would require the filing of an
application for acquisition of control or notice of change in control as set
forth in 12 C.F.R. Section 574.3, or any successor regulation.

                  10.      Successors and Assigns. The terms, provisions,
covenants, and conditions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns;
provided, however, that the Executive may not sell, assign, pledge, hypothecate
or otherwise transfer this Agreement or any part thereof without the prior
written consent of the Corporation, which consent may be withheld by the
Corporation for any reason it deems appropriate. "Successors and assigns" shall
mean, in the case of the Corporation, any successor pursuant to a merger,
consolidation or sale or transfer of all or substantially all of the assets of
the Corporation.

                  11.      Indemnification. The Corporation hereby agrees that
the Corporation shall indemnify the Executive to the fullest extent permitted by
the Corporation's Bylaws and by Delaware corporate law.

                  12.      Excise Taxes. In the event it shall be determined
that any payment or distribution by the Corporation or its affiliates to or for
the benefit of the Executive (whether paid or payable or distributed or
distributable pursuant to the terms of the Agreement or otherwise, but
determined without regard to any additional payments required under this Section
12) (a "Payment") would be subject to the excise tax imposed by Section 4999 of
the Internal Revenue Code (the "Code") or any interest or penalties are incurred
by the Executive with respect to such excise (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with respect
to such taxes), including, without limitations, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payment.

                  13.      Confidential Information

                           a.       Non-Disclosure. Employee hereby agrees that,
during the Term of

                                       6.

<PAGE>

this Agreement and thereafter, he will not disclose to any person, or otherwise
use or exploit any of the proprietary or confidential information or knowledge,
including without limitation, trade secrets, processes, records of research,
proposals, reports, methods, techniques, customer lists and customers, computer
software or programming, budgets or financial information, or other confidential
information and/or trade secrets, regarding the Corporation, its businesses,
properties or affairs obtained by him at any time prior to or subsequent to the
execution of this Agreement, except to the extent required by her performance or
assigned duties for the Corporation. Executive understands that proprietary or
confidential information does not include any of the foregoing items which (i)
have become publicly known or made generally available through no wrongful act
of Executive or of others who were under confidentiality obligations as to the
item or items involved, or (ii) are independently developed by the Executive
without the use of proprietary or confidential information. In addition,
Employee agrees not to divulge, publish or otherwise reveal, during the Term of
this Agreement or thereafter, either directly or indirectly, or through another,
to any person, firm or corporation, for competitive purposes, any knowledge or
information or any facts concerning the methods and techniques used by the
Corporation to conduct business, the names of customers and others who have
relationships with the Company, or other confidential information and/or trade
secrets used by the Corporation in the operation of its business. During the
Term of this Agreement: (i) Employee agrees to disclose to the Corporation the
identity and nature of any contacts with any person or entity soliciting from
Employee disclosure of any such information or soliciting Employee's involvement
in any business venture competitive with the Corporation; and (ii) Employee
shall not conceal from or fail to disclose to the Corporation, or divert or
exploit for her own personal profit or that of others, any business opportunity
or other opportunity to acquire an interest in or a contractual relationship
with any person or entity where such person or entity is in the Corporation's
line of business or where such contractual relationship would be considered a
feasible and advantageous opportunity for the Corporation.

                           b.       Return of Materials. Upon termination of
employment, Employee will deliver to the Corporation all tangible displays and
repositories of process, records of research, proposals, reports, memoranda,
computer software and programming, budgets and other financial information, and
other materials or records or writings of any type (including any copies
thereof) made, used or obtained by Employee in connection with her employment by
the Corporation; provided, however, that documents relating to Employee's
employment arrangements with the Corporation or her personal affairs shall be
excluded from the provisions herein. Notwithstanding the foregoing, Employee
will be entitled to have reasonable access to such property as is necessary for
and in order to prosecute or defend any legal action or proceeding or to respond
to a court or arbitration order.

                           c.       The Employee acknowledges that the
restrictions contained in the foregoing paragraphs of this Section 13, in view
of the nature of the businesses in which the Corporation is engaged, are
reasonable and necessary in order to protect the legitimate interests of the
Corporation, and that any violation thereof would result in irreparable and
substantial harm to the Corporation for which the Corporation does not have an
adequate remedy at law, and the Employee therefore acknowledges that, in the
event of her actual or threatened violations of any of these restrictions, the
Corporation shall be entitled to obtain from any court of competent jurisdiction
temporary, preliminary and

                                       7.

<PAGE>

permanent injunctive relief as well as damages and equitable accounting of all
earnings, profits and other benefits arising from such violation, which rights
shall be cumulative and in addition to any other rights or remedies to which the
Corporation may be entitled.

                           d.       In the event that the Corporation believes
that it is entitled to relief under this Section 13, the Corporation will
provide written notice to Employee specifying the nature of any alleged breach
of this section. The Corporation shall be obligated to discuss with Employee in
good faith whether such breach has occurred and, if so, whether such breach can
be cured. If Employee cures such breach within fifteen (15) days from the date
of such notice, Employee shall not be deemed to be in breach of this Section 13.

                  14.      Arbitration. The parties hereby agree that any
controversy or dispute arising out of or relating to this Agreement shall be
resolved pursuant to this Section 14.

                           a.       Agreement to Negotiate. Prior to submitting
any controversy, dispute or claim arising out of, or relating to, this Agreement
to arbitration, the parties hereto agree to observe the following procedures:

                                    (1)      The party desiring to submit any
such controversy, dispute or claim to arbitration (the "claimant") first shall
give written notice thereof to the other party (the "recipient") setting forth
in detail the pertinent facts and circumstances relating to such controversy,
dispute or claim;

                                    (2)      The recipient shall have a period
of fifteen (15) days after receipt of written notice in which to consider the
controversy, dispute or claim which is the subject of the notice and to furnish
in writing to the claimant a written statement of the recipient's position;

                                    (3)      Within seven (7) days of claimant's
receipt of recipient's written statement, the parties shall meet in an effort to
resolve amicably any differences which may exist and, failing such resolution,
either or both of the parties shall have the right to submit the matter to
arbitration.

                           b.       Procedure for Arbitration.

                                    (1)      The parties hereby agree that any
controversy, dispute or claim arising out of, or relating to, this Agreement, or
breach of this Agreement, including disputes concerning termination of this
Agreement, shall be settled by arbitration in San Mateo, California. This
agreement to arbitrate shall be specifically enforceable. Judgment upon any
award rendered by an arbitrator may be entered in any court having jurisdiction.

                                    (2)      Any demand for arbitration must be
served on the other party within forty-five (45) days of the act or omission
giving rise to the controversy, dispute or claim.

                                       8.

<PAGE>

                                    (3)      There shall be one impartial
arbitrator chosen by the parties from a list procured from the California
Mediation and Conciliation Service.

                                    (4)      The arbitrator shall not extend,
modify or suspend any of the terms of this Agreement.

                                    (5)      The decision of the Arbitrator
within the scope of the submission shall be final and binding on all parties,
and any right to judicial action on any matter subject to arbitration hereunder
is hereby waived (unless otherwise provided by applicable law), except suit to
enforce this arbitration award.

                                    (6)      Executive agrees that such
arbitration shall be the exclusive forum for any controversy, dispute or claim
arising out of or relating to this Agreement, or breach or termination of this
Agreement. Executive further expressly agrees that in arbitration her exclusive
remedy shall be a money award not to exceed the amount of wages he would have
earned under this Agreement but for the alleged violation and the Executive
shall not be entitled to any other remedy, at law or in equity, including but
not limited to reinstatement, other money damages, punitive damages and/or
injunctive relief.

                                    (7)      Each party shall pay such party's
own attorney or other representative, and the expenses of such party's witnesses
and all other expenses connected with her case. Other costs of the arbitration,
including the cost of any record or transcript of the arbitration,
administrative fees, arbitrator's fees, and all other fees and costs, shall be
borne by the Corporation; provided, however, that at the discretion of the
Arbitrator, and upon a preponderance of the evidence that one of the parties has
engaged in malice, fraud or oppression relating to the termination of the
Executive's employment, reasonable attorney's fees and costs may be awarded to
the other party.

                  15.      General Provisions.

                           a.       Notices. Any notice, request, demand or
other communication required or permitted hereunder shall be deemed to be
properly given when personally served in writing and when deposited in the
United States mail, registered or certified, postage prepaid, addressed to the
party at the last address supplied to the sending party by the addressed party.

                           b.       Waiver. The waiver by any party of a breach
of any provision of this Agreement by the other shall not operate or be
construed as a waiver of any subsequent breach of the same provision or any
other provision of this Agreement.

                           c.       Entire Agreement. Except as provided herein,
this Agreement contains the entire agreement of the parties. It supersedes any
and all other agreements, either oral or in writing, between the parties hereto
with respect to the employment of the Executive by the Corporation. Each party
to this Agreement acknowledges that no representations, inducements, promises or
agreements, oral or otherwise, have been made by any party, or anyone acting on
behalf

                                       9.

<PAGE>

of any party, which are not embodied herein, and that no other agreement,
statement or promise not contained in this Agreement shall be valid and binding.

                           d.       Amendments. No amendments or additions to
this Agreement shall be binding unless in writing and signed by both parties,
except as herein otherwise provided.

                           e.       Paragraph Headings. The paragraph headings
used in this Agreement are included solely for convenience and shall not affect,
or be used in connection with, the interpretation of this Agreement.

                           f.       Severability. The provisions of this
Agreement shall be deemed severable and the invalidity or unenforceability of
any provision shall not affect the validity or enforceability of the other
provisions hereof.

                           g.       Governing Law. Except where federal law
governs, this Agreement is to be governed by and construed under the internal
substantive laws of the State of California (and not under conflict of law
principles) as such laws apply to contracts made and to be performed entirely in
the State of California.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year first hereinabove written.

                                           BAY VIEW CAPITAL CORPORATION,

                                           Edward H. Sondker
                                           President and Chief Executive Officer

                                           THE EXECUTIVE

                                           Sossy Soukiassian

                                      10.

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