Exhibit
10.2


CHANGE
IN CONTROL AGREEMENT


          THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is
made and entered into this 29th day of December, 2008, by and between Tamalpais
Bank, a subsidiary of Tamalpais Bancorp (the “Company” or “Employer”) and MARK
GARWOOD(the
“Executive” or “Employee”):


RECITALS


          A.     The
Executive is a principal officer of the Company and is an integral part of the
management of the Company.


          B.     The
Employer wishes to assure both itself and the Executive of continuity of
management in the event of any actual or threatened change in control of the
Company.


          C.     This
Agreement is not intended to alter materially the compensation and benefits
that the Executive could reasonably expect in the absence of a change in
control of the Company and, accordingly, this Agreement, though taking effect
upon its execution, will be operative only in the event of a Change in Control
of the Company, as that phrase is defined in this Agreement.


THE AGREEMENT


          NOW, THEREFORE, in consideration of the
promises and the mutual agreements herein contained, Employer and Executive
hereby agree as follows:


          1.     Term.
Unless otherwise agreed upon by Employer and Executive in writing, this
Agreement shall terminate, except to the extent that any obligation of Employer
hereunder remains unpaid as of such time, upon the earliest of (a) the
voluntary or involuntary termination of Executive’s employment with Employer or
(b) the third (3rd) anniversary of the effective date of a Change in
Control, as defined in Section 2 hereof.


	
  

 	
  

 	
  

 
	
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          2.     Definitions.


          (a)     “Change
in Control” shall be deemed to have occurred at the time (i) a report on Schedule
13D is filed with the Securities and Exchange Commission pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
disclosing that any Person (as hereinafter defined) is the beneficial owner (as
such term is defined in Rule 13d-3 under the Exchange Act), directly or
indirectly of securities of the Company representing more than fifty percent
(50%) of the combined voting power entitled to vote generally in the election
of directors of the then outstanding securities of the Company; or (ii) any
Person shall purchase securities pursuant to a tender offer or exchange offer
to acquire any common stock of the Company (or securities convertible into
common stock) for cash, securities or any other consideration, provided that
after consummation of the offer, the person in question is the beneficial owner
(as such term is defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing more than fifty percent
(50%) of the combined voting power entitled to vote generally in the election
of directors of the then outstanding securities of the Company; or (iii) the
shareholders of the Company shall approve a reorganization, merger,
consolidation, recapitalization, exchange offer, purchase of assets or other
transaction, in each case, with respect to which the persons who were the
beneficial owners of the Company immediately prior to such a transaction do
not, immediately after consummation thereof, own more than fifty percent (50%)
of the combined voting power entitled to vote generally in the election of
directors of the reorganized, merged, recapitalized or resulting company’s then
outstanding securities; or (iv) the shareholders of the Company shall approve a
liquidation or dissolution of the Company; or (v) the Company approves a sale
or otherwise transfer (or one or more of its subsidiaries shall sell or
otherwise transfer), in one or more related transactions, assets aggregating
fifty percent (50%) or more of the book value of the assets of the Company and
its subsidiaries (taken as a whole). For purposes of this Agreement, “Person”
shall mean and include any individual, corporation, partnership, group,
association or other “person”, as such term is used in Sections 13(d) and 14(d)
of the Exchange Act, other than the Company, a wholly owned subsidiary of the
Company or any employee benefit plan(s) sponsored by the Company or a
subsidiary of the Company. For purposes of the definition of Company under this
Section 2, shall include any parent, or company that owns at least fifty
percent (50%) of the voting stock, of the Company.


	
  

 	
  

 	
  

 
	
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          (b)     “For
Cause,” pursuant to this Agreement, shall include, but not be limited to: (i)
any act of material dishonesty; (ii) any material breach of this Agreement or
any breach of a fiduciary duty (involving personal profit); (iii) any habitual
neglect of, or habitual negligence in carrying out, Executive’s duties relating
to his or her employment with Employer; (iv) any willful violation of any law,
rule or regulation, which, by virtue of Company regulatory restrictions imposed
as a result thereof, would have a material adverse effect on the business or
financial prospects of Employer; (v) any conviction for of any felony or
misdemeanor that would bar Employer from employing Employee under applicable
banking laws or regulations, or which may be reasonably interpreted to be
harmful to the Employer’s reputation; (vi) any failure by Employee to qualify
at any time during the Employment Term 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 Employee’s dismissal or limits Employee’s employment duties;
(viii) any conduct which constitutes unfair competition with the Employer 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 Employer or its affiliates. Termination For Cause by
Employer shall not constitute a waiver of any remedies which may otherwise be
available to Employer under law, equity, or this Agreement.


	
  

 	
  

 	
  

 
	
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          (c)     “Good
Reason” shall mean the existence of one or more of the following conditions
arising without the consent of the Executive (i) a requirement to relocate to an
office that is thirty-five (35) miles or more from the primary office where
Executive is located as of the effective date of a Change in Control (for
purposes of this Agreement the parties agree that thirty-five (35) miles is a
material change in geographical location); (ii) a material reduction in the Executive’s
base compensation; or (iii) Executive’s authority, responsibilities or duties
being materially diminished; provided, however, the Executive must provide
written notice to the Company that a Good Reason condition exists within sixty
(60) days of the initial occurrence of the Good Reason condition and the
Company shall have thirty (30) days to cure such condition (the “Thirty-Day
Cure Period”).


          (d)     “Termination
Date” shall mean the date in which Executive’s employment terminates in accordance
with Section 3(a) of this Agreement.


          3.     Payment
of Benefit.


          (a)     Change
in Control Benefit. In the event that Executive is involuntarily terminated or
terminates for Good Reason within three (3) months prior to or two (2) years
after, and in connection with, a Change in Control by Employer, or its assignee
or successor, for any reason other than For Cause, the Executive shall receive
a Change in Control Benefit; provided that if the Executive terminates for Good
Reason, such termination must occur by the end of the calendar year in which
the earlier occurs (i) the Thirty-Day Cure Period lapses without the Company
curing the Good Reason condition, or (ii) the Company provides notice to the
Executive within the Thirty-Day Cure Period that it does not intend to cure the
Good Reason condition.


          (b)     Amount
of Benefit. A “Change in Control Benefit” means the amount equal to (i) two (2)
time(s) the sum of Employee’s (A) annual base salary in effect immediately
prior to a Change in Control, and (B) highest annual bonus paid in the past
three years, plus (ii) performance-based bonus(es), in which the performance
period applicable to such bonus(es) is scheduled to end after the Change in
Control, calculated as if the target was met at one-hundred percent (100%) and
the targeted amount multiplied by the fraction equal to the whole months
between the beginning of the performance period divided by the total months of
the scheduled performance period.


	
  

 	
  

 	
  

 
	
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          (c)     Time
and Form of Benefit. The Change in Control Benefit shall be paid in a single
lump sum to the Employee as soon as administratively practicable after, but in no
event later than two and one-half (2-1/2) months after the end of the calendar
year immediately following the calendar year in which, Employee’s Termination
Date occurs (the “Short-Term Deferral Period”). The payment of the Change in
Control Benefit will be reduced by any required federal, state, and local
income tax, employment tax, and applicable contribution or deductions for
benefits.


          4.     Tax
Gross Up. The Change in Control Benefit payment provided under this
Agreement shall be provided without regard to any limitations imposed by section
280G or section 4999 of the Internal Revenue Code of 1986, as amended (the
“Code”). If the payment provided under this Agreement, together with any other
payments or transfers of property, constitutes a “parachute payment” under
section 280G of the Code, then Company shall pay to Employee an additional
payment (the “Tax Gross Up”) sufficient that the amount Employee retains, after
payment of all federal and state income, alternative minimum, Medicare and
parachute excise taxes, shall equal the amount Employee would have retained
after all such taxes if no parachute excise tax had been owed and no Tax Gross
Up had been paid. The Tax Gross Up shall be paid to Executive as soon as
administratively practicable following Executive’s Termination Date, but in no
event later than the end of the Short Term Deferral Period.


          5.     Certain
Health and Welfare Benefits.


          (a)     Health
Benefit Coverage. In addition to the Change in Control Benefit, until the
expiration of twenty-four (24) month(s) (the “Health Coverage Period”),
commencing on the date of Executive’s Termination Date the Employer shall
maintain in full force and effect for the continued benefit of the Employee and
the Employee’s dependents all Employer-sponsored group health care coverage in
which the Employee participated as of his or her Termination Date, after which
Employee shall be entitled to any health care coverage continuation rights
under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA
Rights”) and/or under the Cal-COBRA law, if applicable (“California COBRA
Rights”). If the terms of any insurance policy or HMO coverage providing
benefits under any Employer-sponsored group health coverage plan of the
Employer do not permit continued participation by the Employee and the
Employee’s dependents as required by this Agreement, then Employee shall be
entitled to health care coverage continuation rights under COBRA or the
Cal-COBRA law, if applicable, in which case and Employer will bear the full
cost of COBRA or and California COBRA Rights continuation coverage for the
Employee and the Employee’s qualified dependents, which shall be paid directly
to the applicable provider on a monthly basis, provided Employee timely elects
COBRA or Cal-COBRA continuation coverage for Employee and/or Employee’s
qualified dependents, until the expiration of the Health Coverage Period after
which any further COBRA or Cal-COBRA continuation coverage shall be at
Employee’s sole expense. Notwithstanding the foregoing, the amount of Cal-COBRA
Rights provided during a calendar year may not affect Cal-COBRA Rights to be
provided in any other calendar year.


	
  

 	
  

 	
  

 
	
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          (b)     Conversion
of Certain Benefits. For any Employer-sponsored group term life insurance or
group long-term disability insurance for which Executive has a conversion right
under the applicable policy, the Company shall pay directly to the provider or
carrier the cost of such conversion coverage, limited to the same level of
coverage that Executive had immediately prior to his or her Termination Date
for the “Conversion Coverage Period”. The “Conversion Coverage Period” shall be
the period from Executive’s Termination Date to twenty-four (24) month(s) after
Executive’s Termination Date; provided, however, that the Conversion Coverage
Period shall end immediately in the event of Executive’s death in the case of
life insurance and in the event of commencement of long-term disability
benefits in the case of long-term disability insurance. Notwithstanding the
foregoing, the amount of benefits provided under this Section 5(b) during a
calendar year may not affect the benefits to be provided in any other calendar
year.


	
  

 	
  

 	
  

 
	
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          For
any Employer-sponsored group term life insurance or group long-term disability
insurance for which Executive does not have a conversion right under the
applicable policy, the Company shall pay Executive a lump-sum payment equal to
twenty-four (24) month(s) of the monthly premium cost that Employer pays for
such coverage under its group term life insurance or group long-term disability
insurance, whichever is applicable, for Executive as of the month in which the
Executive’s Termination Date occurs. Such payment shall be made as soon as
administratively practicable, but in no event later than the Short-Term
Deferral Period. Executive shall not under any circumstances be permitted to
elect, directly or indirectly, to receive payment under this paragraph in lieu
of any conversion coverage in the preceding paragraph.


          6.     Section
409A. To the extent Employee is determined to be a “specified employee”
within the meaning of section 409A(a)(2)(B)(i) of the Code and payment of the
Change in Control Benefit or provision of other benefits under this Agreement,
along with payments or benefits that is aggregated under Treasury Regulation
section 1.409A-1(c)(2), would result in the imposition of penalties under
section 409A of the Code, payment of the Change in Control Benefit or provision
of other benefits under this agreement shall be delayed for six (6) months
following Employee’s separation from service, as defined in Treasury Regulation
section 1.409A-1(h)(1). To the extent the Change in Control Benefit or
provision of other benefits under this Agreement is subject to section 409A of
the Code, and the parties Company or Employee reasonably believe, at any time,
that such payment or benefit does not comply with section 409A of the Code, it
will promptly advise the other party and will negotiate reasonably to amend the
terms of this Agreement such that it so complies (with the most limited
possible economic effect on Employer and Employee the parties and with the
intent to preserve payment of a meaningful portion of such payment or benefit
over the applicable period).


	
  

 	
  

 	
  

 
	
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          7.     Forfeiture.


          (a)     The
benefits paid or provided under this Agreement shall be in lieu of any
severance benefit that the Company is obligated to pay to Executive; provided,
however, if the Company or its successor or assignee would pay Executive a
greater benefit under a severance plan or arrangement that it sponsors or that
it entered into with Executive, such difference shall be paid to Executive
under such severance plan or arrangement.


          (b)     The
benefits paid or provided under this Agreement are contingent upon Employee
having executed and delivered a general release agreement in the form provided
by Employer which becomes effective and irrevocable by the end of the
Short-Term Deferral Period.


          8.     No
Effect on Employment Rights. Nothing contained in this Agreement or any
modification or amendment hereto, or the payment of any benefit, gives or shall
be deemed to give Executive any right to continued employment, or any legal or
equitable right against Employer or any employee of Employer. Moreover, nothing
contained in this Agreement or any modification or amendment hereto, or the
payment of any benefit shall modify, or otherwise have any effect on,
Executive’s employment relationship with Employer.


          This
Agreement shall also not affect Executive’s rights under any employee benefit
plan offered by Employer, such as any pension or profit-sharing, non-qualified
deferred compensation arrangement, medical, dental or hospitalization, life
insurance, AD&D, bonus, incentive compensation, stock option, or vacation
pay plan. Executive’s rights under those plans are governed solely by their terms,
and Executive should review those plans to ascertain his rights under them. In
particular, Executive’s receipt of a Change in Control Benefit under this
Agreement does not change the date of his termination of employment for
purposes under any such plans.


          9.     Notices.
Any notices to be given hereunder by either party to the other may be effected
in writing either by personal delivery or by mail, registered or certified,
postage prepaid with return receipt requested. Notices to Employer shall be
given to the Company at its then current principal office, c/o Chairman of the
Board of Directors. Notices to Executive shall be sent to Executive’s then
current personal residence. Notices delivered personally shall be deemed
communicated as of actual receipt; mailed notices shall be deemed communicated
as of five (5) days after mailing.


	
  

 	
  

 	
  

 
	
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          10.     Entire
Agreement. This Agreement supersedes any and all other agreements, either
oral or in writing, between the parties hereto with respect to benefits in
connection with a Change in Control. 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 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. Any
modification of this Agreement will be effective only if it is in writing
signed by all parties to this Agreement.


          11.     Severability.
In the event that any term or condition contained in this Agreement shall, for
any reason, be held by a court of competent jurisdiction to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
non-enforceability shall not affect any other term or condition of this
Agreement, but this Agreement shall be construed as if such invalid or illegal
or unenforceable term or condition had never been contained herein.


          12.     Administration.
Employer shall have the power, in their discretion, to interpret and make all
determinations as to the right to a Change in Control Benefit under this
Agreement and the amount thereof. Their interpretation or determinations
thereof in good faith shall be final and conclusive, and subject to review only
to the extent a court or arbitrator concludes that any such interpretation or
determination is arbitrary or capricious.


          13.     Choice
of Law and Forum. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, except to the extent
preempted by the laws of the United States. Any action or proceeding brought
upon, or arising out of, this Agreement or its termination shall be brought in
a forum located within the State of California County of Marin, and Executive
hereby agrees to be subject to service of process in the State of California.


	
  

 	
  

 	
  

 
	
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          14.     Waiver.
The parties hereto shall not be deemed to have waived any of their respective
rights under this Agreement unless the waiver is in writing and signed by such
waiving party. No delay in exercising any rights shall be a waiver nor shall a
waiver on one occasion operate as a waiver of such right on a future occasion.


          15.     Executive’s
Rights Unsecured. For purposes of the Code, the Company’s obligation under
this Agreement shall be that of an unfunded and unsecured promise by the
Company to pay money in the future. All distributions under this Agreement
shall be paid from the general assets of the Company. The right of the
Executive, or Executive’s dependents or beneficiaries to receive, a payment or
benefit under this Agreement shall be an unsecured claim against the general
assets of the Company, and neither the Executive nor any of Executive’s
dependents or beneficiaries shall have any rights in or against any assets of
the Company.


          16.     Nonassignable.
Executive, or Executive’s dependents or beneficiaries, shall not have any power
or right to transfer, assign, anticipate, hypothecate, mortgage, commute,
modify, or otherwise encumber in advance any of the benefits payable hereunder,
nor shall any of said benefits be subject to seizure for the payment of any
debts, judgments, alimony, or separate maintenance owed by Executive, or
Executive’s dependents or beneficiaries, or be transferable by operation of law
in the event of bankruptcy, insolvency, or otherwise.


          17.     Assumption.
The surviving or resulting corporation, the transferee of Employer’s assets, or
Employer shall be bound by the provisions of this Agreement. Employer shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of Employer, by agreement in form and substance satisfactory to
Executive, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that Employer would be required to perform it if
no such succession had taken place. As used in this Agreement, “Employer” shall
mean Employer as hereinbefore defined and any successor to Employer’s business
and/or assets as aforesaid which executes and delivers the agreement provided
for in this Section 17 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.


	
  

 	
  

 	
  

 
	
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          18.     Captions
and Paragraph Headings. Captions and paragraph headings used herein are for
convenience and ready reference only and are not a part of this Agreement and
shall not be used in the construction or interpretation thereof.


          19.     Arbitration.
Any controversy or claim arising out of or relating to this Agreement, or
breach of this Agreement, shall be settled by arbitration in accordance with
the Employment Arbitration Rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction. There shall be three arbitrators, one to be chosen
directly by each party, and the third arbitrator to be selected by the two
arbitrators so chosen. Each party shall pay the fees of the arbitrator he or it
selects and of his or its own attorneys, and the expenses of him or its
witnesses and all other expenses connected with representing him or its case.
Other costs of the arbitration, including the cost of any record or transcripts
of the arbitration, administrative fees, the fee of the third arbitrator, and
all other fees and costs, shall be borne equally by the parties.


          EXECUTED on the day and year first-above
written.


	
  

 	
  

 	
  

 
	
 EMPLOYER:

 	
  

 	
 EXECUTIVE:

 
	
 Tamalpais Bancorp



 	
  

 	
  

 
	
 

 	
  

 	
  

 
	 

 	
  

 	 

 
	
 Carolyn B. Horan, Chairman
 of the Board

 	
  

 	
 Mark
 Garwood

 






	
  

 	
  

 	
  

 
	
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CHANGE
IN CONTROL AGREEMENT


          THIS
CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made and entered into this
29th day of December, 2008, by and between Tamalpais Bank, a subsidiary of
Tamalpais Bancorp (the “Company” or “Employer”) and MICHAEL E. MOULTON (the “Executive” or
“Employee”):


RECITALS


          A.     The
Executive is a principal officer of the Company and is an integral part of the
management of the Company.


          B.     The
Employer wishes to assure both itself and the Executive of continuity of
management in the event of any actual or threatened change in control of the
Company.


          C.     This
Agreement is not intended to alter materially the compensation and benefits
that the Executive could reasonably expect in the absence of a change in
control of the Company and, accordingly, this Agreement, though taking effect
upon its execution, will be operative only in the event of a Change in Control
of the Company, as that phrase is defined in this Agreement.


THE AGREEMENT


          NOW, THEREFORE, in consideration of the
promises and the mutual agreements herein contained, Employer and Executive
hereby agree as follows:


          1.     Term.
Unless otherwise agreed upon by Employer and Executive in writing, this
Agreement shall terminate, except to the extent that any obligation of Employer
hereunder remains unpaid as of such time, upon the earliest of (a) the
voluntary or involuntary termination of Executive’s employment with Employer or
(b) the third (3rd) anniversary of the effective date of a Change in
Control, as defined in Section 2 hereof.


	
  

 	
  

 	
  

 
	
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          2.     Definitions.


          (a)     “Change
in Control” shall be deemed to have occurred at the time (i) a report on
Schedule 13D is filed with the Securities and Exchange Commission pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) disclosing that any Person (as hereinafter defined) is the beneficial
owner (as such term is defined in Rule 13d-3 under the Exchange Act), directly
or indirectly of securities of the Company representing more than fifty percent
(50%) of the combined voting power entitled to vote generally in the election
of directors of the then outstanding securities of the Company; or (ii) any
Person shall purchase securities pursuant to a tender offer or exchange offer
to acquire any common stock of the Company (or securities convertible into common
stock) for cash, securities or any other consideration, provided that after
consummation of the offer, the person in question is the beneficial owner (as
such term is defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing more than fifty percent
(50%) of the combined voting power entitled to vote generally in the election
of directors of the then outstanding securities of the Company; or (iii) the
shareholders of the Company shall approve a reorganization, merger,
consolidation, recapitalization, exchange offer, purchase of assets or other
transaction, in each case, with respect to which the persons who were the
beneficial owners of the Company immediately prior to such a transaction do
not, immediately after consummation thereof, own more than fifty percent (50%)
of the combined voting power entitled to vote generally in the election of
directors of the reorganized, merged, recapitalized or resulting company’s then
outstanding securities; or (iv) the shareholders of the Company shall approve a
liquidation or dissolution of the Company; or (v) the Company approves a sale
or otherwise transfer (or one or more of its subsidiaries shall sell or
otherwise transfer), in one or more related transactions, assets aggregating
fifty percent (50%) or more of the book value of the assets of the Company and
its subsidiaries (taken as a whole). For purposes of this Agreement, “Person”
shall mean and include any individual, corporation, partnership, group, association
or other “person”, as such term is used in Sections 13(d) and 14(d) of the
Exchange Act, other than the Company, a wholly owned subsidiary of the Company
or any employee benefit plan(s) sponsored by the Company or a subsidiary of the
Company. For purposes of the definition of Company under this Section 2, shall
include any parent, or company that owns at least fifty percent (50%) of the
voting stock, of the Company.


	
  

 	
  

 	
  

 
	
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(b)     “For Cause,” pursuant
to this Agreement, shall include, but not be limited to: (i) any act of
material dishonesty; (ii) any material breach of this Agreement or any breach
of a fiduciary duty (involving personal profit); (iii) any habitual neglect of,
or habitual negligence in carrying out, Executive’s duties relating to his or
her employment with Employer; (iv) any willful violation of any law, rule or
regulation, which, by virtue of Company regulatory restrictions imposed as a
result thereof, would have a material adverse effect on the business or
financial prospects of Employer; (v) any conviction for of any felony or
misdemeanor that would bar Employer from employing Employee under applicable
banking laws or regulations, or which may be reasonably interpreted to be
harmful to the Employer’s reputation; (vi) any failure by Employee to qualify
at any time during the Employment Term 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 Employee’s dismissal or limits Employee’s employment duties;
(viii) any conduct which constitutes unfair competition with the Employer 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 Employer or its affiliates. Termination For Cause by
Employer shall not constitute a waiver of any remedies which may otherwise be
available to Employer under law, equity, or this Agreement.


	
  

 	
  

 	
  

 
	
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          (c)     “Good
Reason” shall mean the existence of one or more of the following conditions
arising without the consent of the Executive (i) a requirement to relocate to
an office that is thirty-five (35) miles or more from the primary office where
Executive is located as of the effective date of a Change in Control (for
purposes of this Agreement the parties agree that thirty-five (35) miles is a
material change in geographical location); (ii) a material reduction in the
Executive’s base compensation; or (iii) Executive’s authority, responsibilities
or duties being materially diminished; provided, however, the Executive must
provide written notice to the Company that a Good Reason condition exists
within sixty (60) days of the initial occurrence of the Good Reason condition
and the Company shall have thirty (30) days to cure such condition (the
“Thirty-Day Cure Period”).


          (d)     “Termination
Date” shall mean the date in which Executive’s employment terminates in
accordance with Section 3(a) of this Agreement.


          3.     Payment
of Benefit.


          (a)     Change
in Control Benefit. In the event that Executive is involuntarily terminated or
terminates for Good Reason within three (3) months prior to or two (2) years
after, and in connection with, a Change in Control by Employer, or its assignee
or successor, for any reason other than For Cause, the Executive shall receive
a Change in Control Benefit; provided that if the Executive terminates for Good
Reason, such termination must occur by the end of the calendar year in which
the earlier occurs (i) the Thirty-Day Cure Period lapses without the Company
curing the Good Reason condition, or (ii) the Company provides notice to the
Executive within the Thirty-Day Cure Period that it does not intend to cure the
Good Reason condition.


          (b)     Amount
of Benefit. A “Change in Control Benefit” means the amount equal to (i) one and
one-half (1.5) time(s) the sum of Employee’s (A) annual base salary in effect
immediately prior to a Change in Control, and (B) highest annual bonus paid in
the past three years, plus (ii) performance-based bonus(es), in which the
performance period applicable to such bonus(es) is scheduled to end after the
Change in Control, calculated as if the target was met at one-hundred percent
(100%) and the targeted amount multiplied by the fraction equal to the whole
months between the beginning of the performance period divided by the total
months of the scheduled performance period.


	
  

 	
  

 	
  

 
	
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          (c)     Time
and Form of Benefit. The Change in Control Benefit shall be paid in a single
lump sum to the Employee as soon as administratively practicable after, but in
no event later than two and one-half (2-1/2) months after the end of the
calendar year immediately following the calendar year in which, Employee’s
Termination Date occurs (the “Short-Term Deferral Period”). The payment of the
Change in Control Benefit will be reduced by any required federal, state, and
local income tax, employment tax, and applicable contribution or deductions for
benefits.


          4.     Tax
Gross Up. The Change in Control Benefit payment provided under this Agreement
shall be provided without regard to any limitations imposed by section 280G or
section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). If
the payment provided under this Agreement, together with any other payments or
transfers of property, constitutes a “parachute payment” under section 280G of
the Code, then Company shall pay to Employee an additional payment (the “Tax
Gross Up”) sufficient that the amount Employee retains, after payment of all
federal and state income, alternative minimum, Medicare and parachute excise
taxes, shall equal the amount Employee would have retained after all such taxes
if no parachute excise tax had been owed and no Tax Gross Up had been paid. The
Tax Gross Up shall be paid to Executive as soon as administratively practicable
following Executive’s Termination Date, but in no event later than the end of
the Short Term Deferral Period.


	
  

 	
  

 	
  

 
	
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          5.     Certain
Health and Welfare Benefits.


          (a)     Health
Benefit Coverage. In addition to the Change in Control Benefit, until the
expiration of eighteen months (18) month(s) (the “Health Coverage Period”),
commencing on the date of Executive’s Termination Date the Employer shall
maintain in full force and effect for the continued benefit of the Employee and
the Employee’s dependents all Employer-sponsored group health care coverage in
which the Employee participated as of his or her Termination Date, after which
Employee shall be entitled to any health care coverage continuation rights
under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA
Rights”) and/or under the Cal-COBRA law, if applicable (“California COBRA
Rights”). If the terms of any insurance policy or HMO coverage providing
benefits under any Employer-sponsored group health coverage plan of the
Employer do not permit continued participation by the Employee and the
Employee’s dependents as required by this Agreement, then Employee shall be
entitled to health care coverage continuation rights under COBRA or the
Cal-COBRA law, if applicable, in which case and Employer will bear the full
cost of COBRA or and California COBRA Rights continuation coverage for the
Employee and the Employee’s qualified dependents, which shall be paid directly
to the applicable provider on a monthly basis, provided Employee timely elects
COBRA or Cal-COBRA continuation coverage for Employee and/or Employee’s
qualified dependents, until the expiration of the Health Coverage Period after
which any further COBRA or Cal-COBRA continuation coverage shall be at
Employee’s sole expense. Notwithstanding the foregoing, the amount of Cal-COBRA
Rights provided during a calendar year may not affect Cal-COBRA Rights to be
provided in any other calendar year.


         (b)     Conversion
of Certain Benefits. For any Employer-sponsored group term life insurance or
group long-term disability insurance for which Executive has a conversion right
under the applicable policy, the Company shall pay directly to the provider or
carrier the cost of such conversion coverage, limited to the same level of
coverage that Executive had immediately prior to his or her Termination Date
for the “Conversion Coverage Period”. The “Conversion Coverage Period” shall be
the period from Executive’s Termination Date to eighteen (18) month(s) after
Executive’s Termination Date; provided, however, that the Conversion Coverage
Period shall end immediately in the event of Executive’s death in the case of
life insurance and in the event of commencement of long-term disability
benefits in the case of long-term disability insurance. Notwithstanding the
foregoing, the amount of benefits provided under this Section 5(b) during a
calendar year may not affect the benefits to be provided in any other calendar
year.


	
  

 	
  

 	
  

 
	
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          For
any Employer-sponsored group term life insurance or group long-term disability
insurance for which Executive does not have a conversion right under the
applicable policy, the Company shall pay Executive a lump-sum payment equal to
eighteen (18) month(s) of the monthly premium cost that Employer pays for such
coverage under its group term life insurance or group long-term disability
insurance, whichever is applicable, for Executive as of the month in which the
Executive’s Termination Date occurs. Such payment shall be made as soon as
administratively practicable, but in no event later than the Short-Term
Deferral Period. Executive shall not under any circumstances be permitted to elect,
directly or indirectly, to receive payment under this paragraph in lieu of any
conversion coverage in the preceding paragraph.


          6.     Section
409A. To the extent Employee is determined to be a “specified employee”
within the meaning of section 409A(a)(2)(B)(i) of the Code and payment of the
Change in Control Benefit or provision of other benefits under this Agreement,
along with payments or benefits that is aggregated under Treasury Regulation
section 1.409A-1(c)(2), would result in the imposition of penalties under
section 409A of the Code, payment of the Change in Control Benefit or provision
of other benefits under this agreement shall be delayed for six (6) months
following Employee’s separation from service, as defined in Treasury Regulation
section 1.409A-1(h)(1). To the extent the Change in Control Benefit or
provision of other benefits under this Agreement is subject to section 409A of
the Code, and the parties Company or Employee reasonably believe, at any time,
that such payment or benefit does not comply with section 409A of the Code, it
will promptly advise the other party and will negotiate reasonably to amend the
terms of this Agreement such that it so complies (with the most limited
possible economic effect on Employer and Employee the parties and with the
intent to preserve payment of a meaningful portion of such payment or benefit
over the applicable period).


	
  

 	
  

 	
  

 
	
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          7.     Forfeiture.


          (a)     The
benefits paid or provided under this Agreement shall be in lieu of any
severance benefit that the Company is obligated to pay to Executive; provided,
however, if the Company or its successor or assignee would pay Executive a
greater benefit under a severance plan or arrangement that it sponsors or that
it entered into with Executive, such difference shall be paid to Executive
under such severance plan or arrangement.


          (b)     The
benefits paid or provided under this Agreement are contingent upon Employee
having executed and delivered a general release agreement in the form provided
by Employer which becomes effective and irrevocable by the end of the
Short-Term Deferral Period.


          8.     No
Effect on Employment Rights. Nothing contained in this Agreement or any
modification or amendment hereto, or the payment of any benefit, gives or shall
be deemed to give Executive any right to continued employment, or any legal or
equitable right against Employer or any employee of Employer. Moreover, nothing
contained in this Agreement or any modification or amendment hereto, or the
payment of any benefit shall modify, or otherwise have any effect on,
Executive’s employment relationship with Employer.


          This
Agreement shall also not affect Executive’s rights under any employee benefit
plan offered by Employer, such as any pension or profit-sharing, non-qualified
deferred compensation arrangement, medical, dental or hospitalization, life
insurance, AD&D, bonus, incentive compensation, stock option, or vacation
pay plan. Executive’s rights under those plans are governed solely by their
terms, and Executive should review those plans to ascertain his rights under
them. In particular, Executive’s receipt of a Change in Control Benefit under
this Agreement does not change the date of his termination of employment for
purposes under any such plans.


	
  

 	
  

 	
  

 
	
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          9.     Notices.
Any notices to be given hereunder by either party to the other may be effected
in writing either by personal delivery or by mail, registered or certified,
postage prepaid with return receipt requested. Notices to Employer shall be
given to the Company at its then current principal office, c/o Chairman of the
Board of Directors. Notices to Executive shall be sent to Executive’s then
current personal residence. Notices delivered personally shall be deemed
communicated as of actual receipt; mailed notices shall be deemed communicated
as of five (5) days after mailing.


          10.     Entire
Agreement. This Agreement supersedes any and all other agreements, either
oral or in writing, between the parties hereto with respect to benefits in
connection with a Change in Control. 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 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. Any modification
of this Agreement will be effective only if it is in writing signed by all
parties to this Agreement.


          11.     Severability.
In the event that any term or condition contained in this Agreement shall, for
any reason, be held by a court of competent jurisdiction to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
non-enforceability shall not affect any other term or condition of this
Agreement, but this Agreement shall be construed as if such invalid or illegal
or unenforceable term or condition had never been contained herein.


          12.     Administration.
Employer shall have the power, in their discretion, to interpret and make all
determinations as to the right to a Change in Control Benefit under this
Agreement and the amount thereof. Their interpretation or determinations
thereof in good faith shall be final and conclusive, and subject to review only
to the extent a court or arbitrator concludes that any such interpretation or
determination is arbitrary or capricious.


          13.     Choice
of Law and Forum. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, except to the extent
preempted by the laws of the United States. Any action or proceeding brought
upon, or arising out of, this Agreement or its termination shall be brought in
a forum located within the State of California County of Marin, and Executive
hereby agrees to be subject to service of process in the State of California.


	
  

 	
  

 	
  

 
	
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          14.     Waiver.
The parties hereto shall not be deemed to have waived any of their respective
rights under this Agreement unless the waiver is in writing and signed by such
waiving party. No delay in exercising any rights shall be a waiver nor shall a
waiver on one occasion operate as a waiver of such right on a future occasion.


          15.     Executive’s
Rights Unsecured. For purposes of the Code, the Company’s obligation under
this Agreement shall be that of an unfunded and unsecured promise by the
Company to pay money in the future. All distributions under this Agreement
shall be paid from the general assets of the Company. The right of the
Executive, or Executive’s dependents or beneficiaries to receive, a payment or
benefit under this Agreement shall be an unsecured claim against the general
assets of the Company, and neither the Executive nor any of Executive’s
dependents or beneficiaries shall have any rights in or against any assets of
the Company.


          16.     Nonassignable.
Executive, or Executive’s dependents or beneficiaries, shall not have any power
or right to transfer, assign, anticipate, hypothecate, mortgage, commute,
modify, or otherwise encumber in advance any of the benefits payable hereunder,
nor shall any of said benefits be subject to seizure for the payment of any
debts, judgments, alimony, or separate maintenance owed by Executive, or
Executive’s dependents or beneficiaries, or be transferable by operation of law
in the event of bankruptcy, insolvency, or otherwise.


          17.     Assumption.
The surviving or resulting corporation, the transferee of Employer’s assets, or
Employer shall be bound by the provisions of this Agreement. Employer shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of Employer, by agreement in form and substance satisfactory to
Executive, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that Employer would be required to perform it if
no such succession had taken place. As used in this Agreement, “Employer” shall
mean Employer as hereinbefore defined and any successor to Employer’s business
and/or assets as aforesaid which executes and delivers the agreement provided
for in this Section 17 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.


	
  

 	
  

 	
  

 
	
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          18.     Captions
and Paragraph Headings. Captions and paragraph headings used herein are for
convenience and ready reference only and are not a part of this Agreement and
shall not be used in the construction or interpretation thereof.


          19.     Arbitration.
Any controversy or claim arising out of or relating to this Agreement, or
breach of this Agreement, shall be settled by arbitration in accordance with
the Employment Arbitration Rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction. There shall be three arbitrators, one to be chosen
directly by each party, and the third arbitrator to be selected by the two
arbitrators so chosen. Each party shall pay the fees of the arbitrator he or it
selects and of his or its own attorneys, and the expenses of him or its
witnesses and all other expenses connected with representing him or its case.
Other costs of the arbitration, including the cost of any record or transcripts
of the arbitration, administrative fees, the fee of the third arbitrator, and
all other fees and costs, shall be borne equally by the parties.


          EXECUTED on the day and year first-above
written.


	
  

 	
  

 	
  

 
	
 EMPLOYER:

 	
  

 	
 EXECUTIVE:

 
	
 Tamalpais Bancorp



 	
  

 	
  

 
	
 

 	
  

 	
  

 
	 

 	
  

 	 

 
	
 Carolyn B. Horan, Chairman
 of the Board

 	
  

 	
 Michael
 E. Moulton

 






	
  

 	
  

 	
  

 
	
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