EXHIBIT 10.42


 


AMENDMENT
NO. 1 TO SALARY CONTINUATION AGREEMENT


 


WHEREAS, an
Executive Salary Continuation Agreement (the “Agreement”) was entered into and
made effective as of June 7, 2000, at Clovis, California, County of Fresno,
State of California, by and between Clovis Community Bank and Daniel J.
Doyle (hereinafter referred to as “Executive”), and


 


WHEREAS, Clovis
Community Bank changed its name to Central Valley Community Bank
(hereinafter referred to as “Bank”), effective as of  April 29, 2002; and


 


WHEREAS, Bank and Executive
desire to amend the Agreement as set forth herein, effective as of October 16,
2002 (the “Amendment”);


 


For good and
valuable consideration, receipt of which is hereby acknowledged, the Agreement
is hereby amended as follows:


 


Section 1.               Amendment of Paragraph IX of
the Agreement.  Paragraph IX of the
Agreement is amended to read in full as follows:


 


IX.                                CHANGE OF CONTROL


 


Change of Control shall be deemed to be the cumulative transfer of more
than fifty percent (50%) of the voting stock of the Bank from the date of this
Agreement.  For the purposes of this
Agreement, transfers on account of deaths or gifts, transfers between family
members or transfers to a qualified retirement plan maintained by the Bank
shall not be considered in determining whether there has been a change in
control.  Upon a Change of Control, if,
within twenty four (24) months of said Change of Control the Executive
subsequently suffers a Termination of Service (voluntarily or involuntarily)
except for cause, or if the Executive’s job responsibilities substantially
change or the Executive is relocated subsequent to a Change of Control, the
Executive shall receive one hundred percent (100%) of the benefit that the
Executive would have received had the Executive been employed by the Bank until
Normal Retirement Age.  Said amount
shall be reduced to present value [Subparagraph XI(L)] to the Executive’s
Normal Retirement Age and paid to the Executive in a lump sum commencing with
the first day of the month following the date of such termination.  Said benefit amount is set forth in Column
(I) of Exhibit A attached hereto and fully incorporated herein by reference.


 


Section 2.               Amendment of Paragraph XIV of
the Agreement.  Paragraph XIV of the
Agreement is amended to read in full as follows:


 


XIV.                        EXCESS PARACHUTE PAYMENTS


 


Notwithstanding any provision of this Agreement to the contrary, the
combined compensation from the Change of Control benefit [Paragraph IX] and any
other benefit payable under this Agreement, any other contract provision
between the parties, or otherwise on a Change of Control, may be increased or
decreased (to reflect the consequences of Sections 280G and 4999 of the Code)
in accordance with any other contract provision between the parties.


 


Section 3.               References.  Upon execution and delivery of this
Amendment, all references in the Agreement to the “Agreement”, and the
provisions thereof, shall be deemed to refer to the Agreement, as amended by
this Amendment.


 


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Section 4.               No other Amendments or Changes.  Except as expressly amended or modified by
this Amendment, all of the terms and conditions of the Agreement shall remain
unchanged and in full force and effect.


 


Section 5.               Definitions.  All capitalized terms used herein and not
otherwise defined shall have the meanings given to them in the Agreement.


 


 


Executed this 17th day of October, 2002, at Clovis, California.


 


	
   

  	
  BANK:

  	
  CENTRAL VALLEY COMMUNITY BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /s/ Daniel N. Cunningham

  
	
   

  	
   

  	
   

  	
  Daniel N.
  Cunningham,

  
	
   

  	
   

  	
   

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  	
   

  	
  /s/ Daniel J. Doyle

  
	
   

  	
   

  	
   

  	
  DANIEL J. DOYLE

  
					



 


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