Exhibit 10.1


TAMALPAIS BANCORP


EXECUTIVE SEVERANCE PLAN


PLAN DOCUMENT AND SUMMARY PLAN DESCRIPTION







Table of Contents


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 1.

 	
 Introduction

 	
  

 	
 1

 	
  

 
	
 Section
 2.

 	
 Eligibility
 For Participation in the Plan

 	
  

 	
 1

 	
  

 
	
 Section
 3.

 	
 Eligibility
 For Separation Benefits

 	
  

 	
 3

 	
  

 
	
 Section
 4.

 	
 Separation
 Benefits

 	
  

 	
 4

 	
  

 
	
 Section
 5.

 	
 Notices

 	
  

 	
 5

 	
  

 
	
 Section
 6.

 	
 Claims

 	
  

 	
 5

 	
  

 
	
 Section
 7.

 	
 Plan
 Amendment and Termination

 	
  

 	
 7

 	
  

 
	
 Section
 8.

 	
 Legal
 Rights Under ERISA

 	
  

 	
 7

 	
  

 
	
 Section
 9.

 	
 Other
 Important Information

 	
  

 	
 9

 	
  

 
	
 Section 10.

 	
 Important Plan Information

 	
  

 	
 10

 	
  

 


i.






TAMALPAIS BANCORP


EXECUTIVE SEVERANCE PLAN


PLAN DOCUMENT AND SUMMARY PLAN DESCRIPTION


Section
1.     Introduction


The Tamalpais
Bancorp Executive Severance Plan (the “Plan”) is designed to provide severance
benefits to eligible full-time or part-time regular Executive employees of
Tamalpais Bancorp or its subsidiary (the “Company”) whose employment is
involuntarily terminated by the Company due to position elimination and who are
designated by Tamalpais Bancorp as eligible for participation in the Plan. The
Plan supersedes any prior plan, policy or practice involving the payment of
severance benefits by the Company. While the Plan is in effect, any severance benefits
provided to an Executive by the Company must be paid pursuant to the Plan or
pursuant to another express written agreement between the Company and the
Executive which agreement must be signed by such Executive and a duly
authorized officer of the Company (the “Severance Agreement”); provided that
severance benefits will be provided under either the Plan or the Severance
Agreement, whichever provides the greater benefit.


The Plan is
designed to be an “employee welfare benefit plan,” as defined in Section 3(1)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
and, accordingly, this Plan is governed by ERISA. This document constitutes
both the official plan document and the required summary plan description under
ERISA.


Section
2.     Eligibility For Participation in the Plan


To be eligible
to participate in the Plan, an Executive must be employed by the Company as a
regular employee and not excluded from eligibility under the categories or
circumstances described below, his or her employment must be involuntarily
terminated by the Company, and the Executive must be designated by the Company
as a Plan participant. An Executive will not be eligible to participate in the
Plan if his or her service with the Company continues in another position or
capacity following job elimination, regardless of position or capacity.


	
  

 	
  

 	
  

 
	
  

 	
 A.     Excluded
 Categories: The following categories of Executives or individuals are not
 eligible to participate in this Plan:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ·

 	
 Any
 Executive classified as an intern or as a temporary employee is not eligible.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ·

 	
 Any
 individual classified by the Company in any of the following categories at
 the time of termination of services by the Company is not eligible, even if a
 court or agency determines such individual should have been classified as a
 common law employee: (i) an independent contractor or consultant, (ii) an
 individual paid by or through an agency or employee leasing company or other
 third party, (iii) a freelance worker not treated as an employee, or (iv) a
 leased employee.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ·

 	
 Any
 Executive who is a party to a written agreement with the Company, other than
 the Separation and General Release Agreement referenced in Section 3 below,
 which agreement provides any form of separation pay or benefits to such
 Executive.

 


1







	
  

 	
  

 
	
  

 	
 B.     Excluded
 Circumstances: An Executive will not be eligible to participate in the
 Plan if the circumstances of his or her termination are as follows:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ·

 	
 The
 Executive voluntarily terminates employment, quits or abandons performance of
 his or her duties, unless the Executive has already received notice that his
 or her employment will be terminated by the Company due to job elimination
 and the Plan Administrator determines, in its sole discretion, that such Executive’s
 earlier voluntary termination is in the best interests of the Company;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ·

 	
 The
 Executive is discharged for Cause as defined below;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ·

 	
 The
 Executive is offered and accepts another position with the Company (or with a
 new owner in connection with a change of control or sale of all or part of
 the Company), whether before or after notification of the elimination of his
 or her current position that would otherwise result in termination of his or
 her employment, even if there is a gap in employment following elimination of
 such position and commencement of the new assignment; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ·

 	
 The
 Executive is offered and declines a Comparable Position (as defined below)
 with the Company (or with a new owner in connection with a change of control
 or sale of all or part of the Company). A Executive who is offered a
 Comparable Position who does not accept such position within 30 days (or such
 greater time for acceptance specified in a written offer) will be deemed to
 have declined such Comparable Position.

 






	
  

 	
  

 
	
  

 	
 C.     Definitions
 for Section 2:

 



“Cause,” as
determined by the Plan Administrator, shall include, but is not limited to: (i)
any act of material dishonesty; (ii) any material breach of a fiduciary duty
(involving personal profit); (iii) any habitual neglect of, or habitual
negligence in carrying out, the Executive’s duties relating to his or her
employment with the Company; (iv) any willful violation of any law, rule or
regulation, which, by virtue of the Company’s regulatory restrictions imposed
as a result thereof, would have a material adverse effect on the business or
financial prospects of the Company; (v) any conviction for of any felony or
misdemeanor that would bar the Company from employing the Executive under
applicable banking laws or regulations, or which may be reasonably interpreted
to be harmful to the Company’s, or its affiliate’s, reputation; (vi) any
failure by the Executive to qualify at any time during his or her employment
for any fidelity bond; (vii) the requirement to comply with any final
cease-and-desist order or written agreement with any applicable state or
federal regulatory authority which requests or orders the Executive’s dismissal
or limits the Executive’s employment duties; (viii) any conduct which
constitutes unfair competition with the Company or its affiliates; or (ix) the
inducement of any client, customer, agent or employee to break any contract or
terminate the agency or employment relationship with the Company or its
affiliates.


2






“Comparable
Position” means a position with the following attributes: (i) monthly base
salary or hourly pay rate equal to the Executive’s monthly base salary or
hourly pay rate immediately prior to termination, or total cash compensation
equal to at least 85% of the Executive’s combined annual base salary and annual
target incentive pay for the Executive’s immediately previous position; and
(ii) a work location no more than 35 miles from the Executive’s immediately
previous work location.


Section
3.     Eligibility For Separation Benefits


To be eligible
to receive separation benefits under the Plan, in addition to meeting the
requirements for eligibility to participate in the Plan, the participant must
meet the following conditions:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ·

 	
 The
 participant must execute a “Separation and General Release Agreement”
 satisfactory to the Plan Administrator and within the time period established
 by the Plan Administrator, which includes any or all of the following
 provisions: (i) the participant’s agreement to cooperate with the orderly
 transfer of his or her duties as requested by the Company; (ii) the
 participant’s agreement to return all Company property by a date specified by
 the Plan Administrator; (iii) the participant’s agreement to continue to
 maintain the confidentiality of Company proprietary and confidential
 information, and (iv) the participant’s waiver and general release of all
 claims with respect to the Company and related parties, including the right
 to pursue any type of legal, equitable, or administrative claim, except for
 rights or claims that by law are unwaivable. All separation benefits payable
 under the Plan are conditioned on (1) any waiver of claims included in the
 Separation and General Release Agreement becoming effective and irrevocable,
 and (2) satisfaction by the participant of his or her obligations under such
 agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ·

 	
 The
 participant must not voluntarily terminate his or her employment or fail to
 perform his or her assigned duties prior to the termination date established
 by the Company, unless the Plan Administrator determines, in its sole
 discretion, that earlier voluntary termination is in the best interests of
 the Company.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ·

 	
 The
 participant must not engage in conduct that would be Cause for termination,
 as described above, as determined by the Plan Administrator in its sole
 discretion.

 


3






Section
4.     Separation Benefits


Separation Pay Amount. The amount of a
participant’s Separation Pay benefit under this Plan shall be the sum of the
Executive’s (A) Annual Base Pay, and (B) highest annual bonus paid in the three
consecutive years prior to the termination date, which sum will be multiplied
by the “Severance Pay Multiplier” provided in Appendix A. The Separation Pay
will be made in conjunction with the provisions below. The Plan Administrator
may, in its sole discretion, agree to provide a participant with a Separation
Pay benefit in excess of the formula described in Appendix A.


“Annual Base
Pay” means, as reflected on the Company’s payroll records:


	
  

 	
  

 
	
 ·

 	
 for a
 participant who is a full-time employee, such person’s regular weekly base
 salary or wages from the Company as of his or her termination date as
 reflected on the Company’s payroll records, excluding overtime, premiums,
 differentials, living, or other allowances or bonuses multiplied by 52; or

 
	
  

 	
  

 
	
 ·

 	
 for a
 participant who is a part-time employee, such person’s average weekly wages
 from the Company for the most recent four weeks during which the participant
 worked on at least two days, excluding overtime, premiums, differentials, living,
 or other allowances or bonuses multiplied by 52.

 



Separation Pay Reduction. Separation Pay shall
be reduced to the extent permitted by law, by any debt that the participant
owes the Company at the time the severance pay benefit becomes payable.


Lump Sum Payment of Separation Pay. The
Separation Pay for which a participant is eligible under this Plan will be paid
to the participant in a lump sum cash payment no later than the next regular
Company payroll date for the payroll period commencing immediately after the
effective date of the participant’s Separation and General Release Agreement
described above, as specified in such Separation and General Release Agreement,
and the participant’s satisfaction of all conditions for payment set forth in
the Separation and General Release Agreement referenced in Section 3 above.
Notwithstanding the foregoing, if section 409A of the Internal Revenue Code, as
amended (“Section 409A”), is determined to be applicable to the Separation Pay
that is payable to a participant under this Plan, payment shall be made on the
next regular Company payroll date following the 181st day after the
termination of the participant’s employment with the Company if the participant
is a “specified employee” within the meaning of Section 409A.


COBRA Premium Payment. Until the expiration of
the number of months under the heading “COBRA Coverage Period” set forth on
Appendix A (the “COBRA Coverage Period”), if (i) a participant is entitled to
health care coverage continuation rights under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”) and/or under the Cal-COBRA law, if
applicable (“Cal-COBRA”), and (ii) his or her signed Separation and General
Release Agreement, referenced in Section 3 above, becomes effective and irrevocable,
then the Company will bear the full cost of COBRA and/or California COBRA
continuation coverage for the Executive and the Executive’s qualified
dependents, commencing on the Executive’s termination date. Such payments shall
be paid directly to the applicable provider on a monthly basis, provided that
the Executive timely elects COBRA or Cal-COBRA continuation coverage for the
Executive and/or Executive’s qualified dependents, until the expiration of the
COBRA Coverage Period after which any further COBRA or Cal-COBRA continuation
coverage shall be at the Executive’s sole expense. Notwithstanding the
foregoing, the amount of benefits provided under this paragraph during a
calendar year may not affect the benefits to be provided in any other calendar
year.


4






Withholding. All
separation benefits provided under the Plan will be subject to all applicable
withholding deductions as required by law.


Section
5.     Notices


Any notice or
other communication under the Plan must be in writing and will be deemed given
when delivered personally or when sent by certified or registered mail, return
receipt requested, or by overnight courier, addressed as follows or to such
other address as any party may hereafter designate in accordance with this
provision:


	
  

 	
  

 	
  

 
	
  

 	
 If to Tamalpais or the Plan Administrator:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Tamalpais
 Bancorp

 
	
  

 	
  

 	
 630 Las
 Gallinas Avenue

 
	
  

 	
  

 	
 San Rafael,
 CA 94903

 
	
  

 	
  

 	
 Attn:
 Director of Human Resources

 
	
  

 	
  

 	
  

 
	
  

 	
 If to the participant: to the address
 appearing in the payroll records of the Company.

 



Section
6.     Claims


Initial Claims Procedure:
Any Executive who does not receive a benefit under the Plan that he or she
feels he or she is entitled to receive may make a written claim to the Plan
Administrator within 90 days after his or her termination, in accordance with
the Notice provisions described above, and which explains the reasons for such
claim. The claimant will be informed of the Plan Administrator’s decision with
respect to the claim within 90 days after it is filed. Under special
circumstances, the Plan Administrator may require an additional period of not
more than 90 days to review the claim. If that happens, the claimant will
receive a written notice of that fact, which will also indicate the special
circumstances requiring the extension of time and the date by which the Plan
Administrator expects to make a determination with respect to the claim. If the
extension is required due to the claimant’s failure to submit information
necessary to decide the claim, the period for making the determination will be
tolled from the date on which the extension notice is sent until the date on
which the claimant responds to the Plan Administrator’s request for
information.


5






If a claim is
denied in whole or in part, or any adverse benefit determination is made with
respect to the claim, the claimant will be provided with a written notice
setting forth the reason for the determination, along with specific references
to Plan provisions on which the determination is based. This notice will also
provide an explanation of what additional information is needed to evaluate the
claim (and why such information is necessary), together with an explanation of
the Plan’s claims review procedure and the time limits applicable to such
procedure, as well as a statement of the claimant’s right to bring a civil
action under Section 502(a) of ERISA following an adverse benefit determination
on review. If an internal rule, guideline, protocol, or other similar criterion
was relied upon in making the determination, the notice will either provide
that rule, guideline, protocol or other similar criterion or will contain a
statement that it will be provided upon request.


Claims Appeal Procedure: If the claim has been
denied, and the claimant wishes to pursue the claim further, the claimant must
request that the Plan Administrator review the denial. The request must be in
writing and must be made within 60 days after written notification of denial.
In connection with this request, the claimant may review documents pertinent to
the claim (other than those that are legally privileged) and may submit to the
Plan Administrator written comments, documents, records, and other information
related to the claim.


The review by
the Plan Administrator will take into account all comments, documents, records,
and other information that the claimant submits relating to the claim. The Plan
Administrator will make a final written decision on a claim review, in most
cases within 60 days after receipt of a request for a review. In some cases,
the claim may take more time to review, and an additional processing period of
up to 60 days may be required. If that happens, the claimant will receive a
written notice of that fact, which will also indicate the special circumstances
requiring the extension of time and the date by which the Plan Administrator
expects to make a determination with respect to the claim. If the extension is
required due to the claimant’s failure to submit information necessary to
decide the claim, the period for making the determination will be tolled from
the date on which the extension notice is sent to the claimant until the date
on which the claimant responds to the Plan’s request for information.


The Plan
Administrator’s decision on the claim for review will be communicated to the
claimant in writing. If an adverse benefit determination is made with respect
to the claim, the notice will include (i) the specific reason(s) for any
adverse benefit determination, with references to the specific Plan provisions
on which the determination is based; (ii) a statement that the claimant is
entitled to receive, upon request and free of charge, reasonable access to (and
copies of) all documents, records and other information relevant to the claim
(other than those that are legally privileged); and (iii) a statement of the
claimant’s right to bring a civil action under Section 502(a) of ERISA. If an
internal rule, guideline, protocol, or other similar criterion was relied upon
in making the determination, the notice will either provide that rule,
guideline, protocol or other similar criterion or will contain a statement that
it will be provided upon request. The decision of Plan Administrator is final
and binding on all parties.


Requirement to Follow Claims Procedures: If a
claimant does not file his or her claim in accordance with the Plan’s claim
procedures described above, including applicable time limits, the claimant will
not be entitled to benefits under this Plan.


Limitation on Legal Action: No legal action
with respect to this Plan may be brought until a claimant has exhausted the
claims procedures described above, including the claims appeal procedure. No
legal action for coverage or benefits under the Plan may be commenced or
maintained more than 2 years after the circumstances giving rise to the claim
arose or, if earlier, 1 year after the claims procedures, including the claims
appeal procedure, is exhausted.


6






Section 7.     Plan
Amendment and Termination


Tamalpais
Bancorp reserves the right to amend or modify the Plan at any time, and in any
respect, by action of its duly authorized officer, with or without prior notice
to, and effective with respect to, Executives who may become eligible to
participate in the Plan or become eligible for benefits under the Plan in the
case of a reduction in benefits payable under the Plan, or who may otherwise
have become eligible to participate in the Plan in the case of an amendment
that excludes such Executives from eligibility to participate under the Plan.
However, no such amendment or termination will be effective to decrease
benefits under the Plan for which an Executive has already received notice of
eligibility and who fulfills payment conditions set forth herein.


Section 8.     Legal
Rights Under ERISA


An Executive
covered under the Plan is entitled to certain rights and protections under
ERISA. ERISA provides that you are entitled to:


	
  

 	
  

 
	
  

 	
 Receive Information About Your Plan and Benefits

 
	
  

 	
  

 
	
  

 	
 Examine,
 without charge, at the Plan Administrator’s office and at other specified
 locations, such as worksites, all documents governing the Plan, including a
 copy of the latest annual report (Form 5500 Series), if any, filed by the
 Plan with the U.S. Department of Labor and available at the Public Disclosure
 Room of the Employee Benefits Security Administration.

 
	
  

 	
  

 
	
  

 	
 Obtain, upon
 written request to the Plan Administrator, copies of documents governing the
 operation of the Plan, including copies of the latest annual report (Form
 5500 Series), if any, and updated summary plan description. The Plan
 Administrator may make a reasonable charge for the copies.

 
	
  

 	
  

 
	
  

 	
 Receive a
 summary of the Plan’s annual financial report (if any). The Plan
 Administrator is required by law to furnish each participant with a copy of
 this summary annual report.

 


7









	
  

 	
  

 
	
  

 	
 Prudent Actions by Plan Fiduciaries

 
	
  

 	
  

 
	
  

 	
 In addition
 to creating rights for Plan participants, ERISA imposes duties upon the
 people who are responsible for the operation of the Plan. The people who
 operate the Plan, called “fiduciaries” of the Plan, have a duty to do so
 prudently and in the interest of the Plan participants and beneficiaries. No
 one, including the employer or any other person, may fire an employee or
 otherwise discriminate against an employee in any way to prevent such
 employee from obtaining a welfare benefit or exercising such employee’s
 rights under ERISA.

 
	
  

 	
  

 
	
  

 	
 Enforce Rights

 
	
  

 	
  

 
	
  

 	
 If a claim
 for a welfare benefit is denied or ignored, in whole or in part, the claimant
 has a right to know why this was done, to obtain copies of documents relating
 to the decision without charge, and to appeal any denial, all within certain
 time schedules.

 
	
  

 	
  

 
	
  

 	
 Under ERISA,
 there are steps an employee can take to enforce the above rights. For
 instance, if an employee makes a written request for a copy of Plan documents
 or the latest annual report from the Plan Administrator and does not receive
 them within 30 days, the employee may file suit in a Federal court. In such a
 case, the court may require the Plan Administrator to provide materials and
 pay the employee up to $110 a day until the employee receives the materials,
 unless the materials were not sent because of reasons beyond the control of
 the Plan Administrator.

 
	
  

 	
  

 
	
  

 	
 If an
 employee has a claim for benefits that is denied or ignored, in whole or in
 part, the employee may file suit in a state or Federal court. If it should
 happen that Plan fiduciaries misuse the Plan’s money or if an employee is
 discriminated against for asserting his or her rights, such employee may seek
 assistance from the U.S. Department of Labor, or such employee may file suit
 in a Federal court. The court will decide who should pay court costs and
 legal fees. If the employee is successful, the court may order the person
 sued to pay these costs and fees. If the employee loses, the court may order
 the employee to pay these costs and fees, for example, if it finds the
 employee’s claim is frivolous.

 



An employee
who has any questions about the Plan should contact the Plan Administrator. An
employee who has any questions about this statement or his or her rights under
ERISA should contact the nearest office of the Employee Benefits Security
Administration, U.S. Department of Labor, listed in the telephone directory, or
the Division of Technical Assistance and Inquiries, Employee Benefits Security
Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W.,
Washington, D.C. 20210.


8






Section 9.     Other
Important Information


No Additional Rights Created. Neither the
establishment of this Plan, nor any modification thereof, nor the payment of
any benefits hereunder, shall be construed as giving to any individual (or any
beneficiary of either), or other person any legal or equitable right against
the Company, or any of its affiliates, or any officer, director or employee
thereof; and in no event shall the terms and conditions of employment by the
Company (or any affiliate) of any individual be modified or in any way affected
by this Plan.


Records. The records of the Company with
respect to the determination of Eligible Years of Service, employment history,
Base Pay, absences, and all other relevant matters shall be conclusive for all
purposes of this Plan.


Construction. The Plan is intended to be
governed by ERISA. The respective terms and provisions of the Plan shall be
construed, whenever possible and for all purposes, to be in conformity with the
requirements of ERISA, or any subsequent laws or amendments thereto. To the
extent not in conflict with ERISA or the terms of the Plan, the construction
and administration of the Plan shall be in accordance with applicable federal
law and the laws of the State of California applicable to contracts made and to
be performed within the State of California (without application of California
conflict of laws provisions).


Nontransferability. In no event shall the
Company make any payment under this Plan to any assignee or creditor of an
Executive, except as otherwise required by law. Prior to the time of a payment
hereunder, an Executive shall have no rights by way of anticipation or
otherwise to assign or otherwise dispose of any interest under this Plan, nor
shall rights be assigned or transferred by operation of law.


Plan Interpretation and Benefit Determination.
The Plan is administered and operated by the Plan Administrator, which has
complete authority, in such person or entity’s sole and absolute discretion, to
construe and interpret the terms of the Plan (and any related or underlying
documents or policies), and to determine the eligibility for, and amount of,
benefits due under the Plan. All such interpretations and determinations of the
Plan Administrator shall be final and binding upon all parties and persons
affected thereby. The Plan Administrator may appoint one or more individuals
and delegate such of its powers and duties as it deems desirable to any such
individual(s), in which case every reference herein made to the Plan
Administrator shall be deemed to mean or include the appointed individual(s) as
to matters within their jurisdiction.


9






Section
10.     Important Plan Information


	
  

 	
  

 
	
 Sponsor’s Name and Address:

 	
 Tamalpais
 Bancorp

 
	
  

 	
 630 Las
 Gallinas Avenue

 
	
  

 	
 San Rafael,
 CA 94903

 
	
  

 	
  

 
	
 Plan Number:

 	
 510

 
	
  

 	
  

 
	
 Employer Identification Number:

 	
 68-0250217

 
	
  

 	
  

 
	
 Plan Administrator:

 	
 Tamalpais
 Bancorp

 
	
  

 	
  

 
	
  

 	
 The Plan
 Administrator has delegated day-to-day administration of the Plan to the
 following person:

 
	
  

 	
 Director
 Human Resources

 
	
  

 	
  

 
	
 Agent to Receive Process:

 	
 Tamalpais
 Bancorp

 
	
  

 	
 630 Las
 Gallinas Avenue

 
	
  

 	
 San Rafael,
 CA 94903

 
	
  

 	
 Attn: Anjana
 Berde, Director Human Resources

 
	
  

 	
  

 
	
 Type of Plan:

 	
 The Plan is
 an unfunded employee welfare benefit plan. Benefits under the Plan are paid
 from the general assets of Tamalpais Bancorp. Benefits under the Plan are not
 insured by the Pension Benefit Guaranty Corporation.

 
	
  

 	
  

 
	
 Effective Date:

 	
 January 1,
 2009

 
	
  

 	
  

 
	
 Plan Year:

 	
 The calendar
 year, from January 1 to December 31.

 


10






Appendix A


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Severance Pay Multiplier

 	
  

 	
 COBRA Coverage Period

 (in months)

 
	
  

 	
  

 	 

 	
  

 	 

 	
  

 
	
 CEO

 	
  

 	
  

 	
 1.5

 	
  

 	
  

 	
 18

 
	
 EVP

 	
  

 	
  

 	
 1.0

 	
  

 	
  

 	
 12

 
	
 SVP

 	
  

 	
  

 	
 0.5

 	
  

 	
  

 	
 6

 
	
 FVP

 	
  

 	
  

 	
 0.25

 	
  

 	
  

 	
 3

 













December 24, 2008


Mark Garwood

11 Rock Rd.

Kentfield, CA 94904


Re:     Executive Severance
Plan


Dear Mark,


In the event your employment is terminated from
Tamalpais Bancorp and its affiliates during your employment, you will be
eligible to participate in the Tamalpais Bancorp Executive Severance Plan (the
“Plan”). A copy of the Plan, which may be amended from time to time in
accordance with its terms, is attached to this letter.


You will be eligible to receive the sum of your annual
base salary as of your termination date, multiplied by one and one-half (1.5)
and your highest annual bonus paid in the three consecutive years prior to your
termination date. In addition, you will receive continuation of health coverage
for 18 months, as described in the Plan.


Your participation in the Plan is subject to the terms
and conditions of the Plan, including your execution and non-revocation of a
release of claims as set forth in Section 3 of the Plan.


Sincerely,


	
  

 	
  

 	
  

 
	
 

 	
  

 
	
 Dr. Carolyn B. Horan, Chairman of the Board

 	
  

 
	
  

 	
  

 	
  

 
	
 Acknowledged:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	 

 	
  

 	
  

 
	
 Mark Garwood

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Dated: ________________________

 	
  

 	
  

 













December 24, 2008


Michael E. Moulton

56 Lucky Drive

Corte Madera, CA 94925


Re:     Executive Severance
Plan


Dear Michael,


In the event your employment is terminated from
Tamalpais Bancorp and its affiliates during your employment, you will be
eligible to participate in the Tamalpais Bancorp Executive Severance Plan (the
“Plan”). A copy of the Plan, which may be amended from time to time in
accordance with its terms, is attached to this letter.


You will be eligible to receive the sum of your annual
base salary as of your termination date, and your highest annual bonus paid in
the three (3) consecutive years prior to your termination date. In addition,
you will receive continuation of health coverage for twelve (12) months, as
described in the Plan.


Your participation in the Plan is subject to the terms
and conditions of the Plan, including your execution and non-revocation of a
release of claims as set forth in Section 3 of the Plan.


Sincerely,


	
  

 	
  

 	
  

 
	
 Mark Garwood

 	
  

 
	
 President, Chief Executive Officer

 	
  

 
	
  

 	
  

 	
  

 
	
 Acknowledged:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	 

 	
  

 	
  

 
	
 Michael Moulton

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Dated: ________________________