Exhibit
10.10


 


CAPITAL
CORP OF THE WEST

AMENDED SALARY CONTINUATION AGREEMENT


 


THIS AMENDED SALARY CONTINUATION AGREEMENT
(this “Agreement”) is entered into as of this 16th day of  October, 2003, by and between Capital Corp
of the West with its main office in Merced, California (the “Bank”), and
                                                   
of the Bank (the “Executive”).


 


WHEREAS, the Executive has contributed
substantially to the success of the Bank and the Bank desires that the
Executive continue in its employ,


 


WHEREAS, to encourage the Executive to
remain an employee of the Bank, the Bank is willing to provide salary
continuation benefits to the Executive, payable out of the Bank’s general
assets,


 


WHEREAS, the Bank and the Executive entered
into an Executive Salary Continuation Agreement dated as of August 1,
1999, providing for specified retirement benefits for the Executive after
termination of employment,


 


WHEREAS, the Bank and the Executive have
agreed to certain changes in the terms and conditions of the existing Executive
Salary Continuation Agreement, including but not limited to revision of the
definition of “disability” in Article 1 and updating of the claims and
review provisions of Article 6, as required by the Employee Retirement
Income and Security Act of 1974, as amended (“ERISA”),


 


WHEREAS, the Bank and the Executive intend
that, effective immediately, this Agreement shall supersede and replace in its
entirety the existing Executive Salary Continuation Agreement, and that after
the effective date of this Agreement the existing Executive Salary Continuation
Agreement shall be of no further force or effect, and


 


WHEREAS, none of the conditions or events
included in the definition of the term “golden parachute payment” that is set
forth in section 18(k)(4)(A)(ii) of the Federal Deposit Insurance Act [12
U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit Insurance Corporation Rule
359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)] exists or, to the best knowledge of
the Bank, is contemplated insofar as the Bank is concerned.


 


NOW THEREFORE, in consideration of the
foregoing premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


ARTICLE 1

DEFINITIONS


 


Whenever used in this Agreement, the following terms
shall have the meanings specified:


 


1.1           “Accrual Balance” means the liability that
should be accrued by the Bank under generally accepted accounting principles
(“GAAP”) for the Bank’s obligation to the Executive under this Agreement, by
applying Accounting Principles Board 12, as amended by Financial Accounting
Standard 106, and the calculation method and discount rate specified
hereinafter.  The Accrual Balance shall
be calculated assuming a level principal amount and interest as the discount
rate is accrued each period.   The
principal accrual is determined such that when it is credited with interest
each month, the Accrual Balance at Normal Retirement Age equals the present
value of the normal retirement benefits. 
The discount rate means the rate used by the Plan Administrator for
determining the Accrual Balance.  The
rate is based on the yield on a 20-year corporate bond rated Aa by Moody’s,
rounded to the nearest 1⁄4%.  The initial
discount rate is 7%.  However, the Plan
Administrator, in its sole discretion, may adjust the discount rate to maintain
the rate within reasonable standards according to GAAP.


 


1.2           “Change in Control” means any of the
following events occurs —


 


(a)  Merger: 
Capital Corp of the West merges into or consolidates with another
corporation, or merges another corporation into Capital Corp of the West, and
as a result less than 75% of the combined voting power of the resulting
corporation immediately after the merger or consolidation


 

















 


is held by persons who were stockholders of Capital
Corp of the West immediately before the merger or consolidation,


 


(b)  Acquisition of Significant Share Ownership:  a report on Schedule 13D or another
form or schedule (other than Schedule 13G) is filed or is required to
be filed under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934,
if the schedule discloses that the filing person or persons acting in
concert has or have become the beneficial owner of 25% or more of a class of
Capital Corp of the West’s voting securities, but this clause (b) shall not
apply to beneficial ownership of Capital Corp of the West voting shares held in
a fiduciary capacity by an entity of which Capital Corp of the West directly or
indirectly beneficially owns 50% or more of its outstanding voting securities
or voting shares held by an employee benefit plan maintained for the benefit of
County Bank’s employees,


 


(c)  Change in Board Composition:  during any period of two consecutive years,
individuals who constitute Capital Corp of the West’s board of directors at the
beginning of the two-year period cease for any reason to constitute at least a
majority of Capital Corp of the West’s board of directors; provided, however, that — for purposes of
this clause (c) — each director who is first elected by the board (or first
nominated by the board for election by stockholders) by a vote of at least
two-thirds of the directors who were directors at the beginning of the period
shall be deemed to have been a director at the beginning of the two-year
period, or


 


(d)  Sale of Assets: Capital Corp of the West
sells to a third party substantially all of Capital Corp of the West’s
assets.  For purposes of this Agreement,
sale of substantially all of Capital Corp of the West’s assets includes sale of
the Bank alone.


 


1.3           “Disability” means the Executive suffers a
sickness, accident or injury that is determined by the carrier of any
individual or group disability insurance policy covering the Executive, or by
the Social Security Administration, to be a disability rendering the Executive
totally and permanently disabled.  At
the Bank’s request, the Executive must submit to the Bank proof of the
carrier’s or Social Security Administration’s determination.


 


1.4           “Early Termination” means Termination of
Employment with the Bank before Normal Retirement Age, but “Early Termination”
excludes Termination of Employment as a result of death, Disability,
Termination for Cause, or Termination of Employment after a Change in Control.


 


1.5           “Early Termination Date” means the month,
day and year on which Early Termination occurs.


 


1.6           “Effective Date” means the date and year
first written above.


 


1.7           “Normal Retirement Age” means the
Executive’s 65th birthday.


 


1.8           “Normal Retirement Date” means the later of
the Normal Retirement Age and Termination of Employment with the Bank.


 


1.9           “Person” means an individual, corporation,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or other entity.


 


1.10         “Plan
Administrator” means the plan administrator described in
Article 7.


 


1.11         “Plan Year” means the calendar year ending
on December 31.


 


1.12         “Termination for Cause” means the
definition of termination for cause specified in any effective severance or
employment agreement existing on the date hereof or hereafter entered into
between the Executive and the Bank or Capital Corp of the West.  If the Executive is not a party to an
effective severance or employment


 


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agreement containing a definition of termination for cause, Termination
for Cause means the Bank has terminated the Executive’s employment for any of
the following reasons —


 


(a)                                  gross
negligence or gross neglect of duties, or


 


(b)                                 fraud,
disloyalty or willful violation of any law or significant Bank policy committed
in the course of the Executive’s employment and resulting in an adverse effect
on the Bank.  No act or failure to act
on the Executive’s part shall be considered “willful” unless the Executive has
acted without good faith, or without good faith has failed to act, and the
Executive’s action or inaction is without a reasonable belief that his action
or inaction is in the Bank’s best interests.


 


1.13         “Termination of Employment” means that the
Executive shall have ceased to be employed by the Bank for any reason
whatsoever, excepting a leave of absence approved by the Bank.  For purposes of this Agreement, if there is
a dispute over the employment status of the Executive or the date of termination
of the Executive’s employment, the Bank shall have the sole and absolute right
to decide the dispute, unless a Change in Control shall have occurred within 24
months before termination of employment.


 


ARTICLE 2

LIFETIME BENEFITS


 


2.1           Normal Retirement Benefit.  Upon the Executive’s Termination of
Employment on or after the Normal Retirement Age for reasons other than death,
the Bank shall pay to the Executive the benefit described in this
Section 2.1 instead of any other benefit under this Agreement.


 


2.1.1  Amount of Benefit.  The annual benefit under this
Section 2.1 is
$              ,
as reflected in Schedule A.  In its
sole discretion, the Bank’s board of directors may increase the annual benefit
under this Section 2.1.1, but any increase shall require recalculation of
Schedule A.


 


2.1.2  Payment of Benefit.  Beginning with the month after the
Executive’s Normal Retirement Date, the Bank shall pay the annual benefit to
the Executive in 12 equal monthly installments on the first day of each month.  The annual benefit shall be paid to the
Executive for 15 years.


 


2.2           Early Termination Benefit.  For Early Termination, the Bank shall pay to
the Executive the benefit described in this Section 2.2 instead of any
other benefit under this Agreement.


 


2.2.1  Amount of Benefit.  The benefit under this Section 2.2 is
that portion of the annual benefit specified in Section 2.1.1 in which the
Executive shall have become vested on or before the Early Termination Date
according to the vesting schedule set forth in Schedule A.  In its sole discretion, the Bank’s board of
directors may increase the annual benefit under this Section 2.2.1, but
any increase shall require recalculation of Schedule A.


 


2.2.2  Payment of Benefit.  Beginning with the month after the Executive’s
Normal Retirement Date, the Bank shall pay the annual benefit to the Executive
in 12 equal monthly installments on the first day of each month.  The annual benefit shall be paid to the
Executive for 15 years.


 


2.3           Disability Benefit.  If the Executive terminates employment
because of Disability before the Normal Retirement Age, the Bank shall pay to
the Executive the benefit described in this Section 2.3 instead of any
other benefit under this Agreement.


 


2.3.1  Amount of Benefit.  The benefit under this Section 2.3 is
the Disability annual benefit amount set forth in Schedule A for the Plan
Year ending immediately before the date on which Termination of Employment
occurs.  In its sole discretion, the
Bank’s board of directors may


 


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increase the annual benefit under this
Section 2.3.1, but any increase shall require recalculation of
Schedule A.


 


2.3.2  Payment of Benefit.  Beginning with the month after the
Executive’s Normal Retirement Date, the Bank shall pay the Disability annual
benefit amount to the Executive in 12 equal monthly installments on the first
day of each month.  The annual benefit
shall be paid to the Executive for 15 years.


 


2.4           Change-in-Control Benefit.  Instead of any other benefit under this
Agreement, the Bank shall pay to the Executive the benefit described in this
Section 2.4 if a Change in Control occurs after the Effective Date of this
Agreement but before the Executive’s Termination of Employment.  However, no benefits shall be payable under
this Agreement if Termination of Employment occurs under Article 5 of this
Agreement.


 


2.4.1  Amount of Benefit:  The Executive shall be 100% vested in the
annual benefit specified in Section 2.1.1 as of the date of a Change in
Control.  In its sole discretion, the
Bank’s board of directors may increase the annual benefit under this
Section 2.4.1, but any increase shall require recalculation of
Schedule A.


 


2.4.2  Payment of Benefit:  Beginning with the month after the
Executive’s Normal Retirement Date, the Bank shall pay the Change-in-Control
benefit amount to the Executive in 12 equal monthly installments on the first
day of each month.  The annual benefit
shall be paid to the Executive for 15 years.


 


2.5           Petition for Payment of Vested Normal Retirement
Benefit, Early Termination Benefit, Disability Benefit, or Change-in-Control
Benefit.  If the Executive is
entitled to the Disability benefit provided by Section 2.3 or the
Change-in-Control benefit provided by Section 2.4, or if the Executive is
entitled to the Normal Retirement benefit provided by Section 2.1 or Early
Termination benefit  provided by
Section 2.2, the Executive may petition the board of directors to have the
Accrual Balance amount corresponding to that particular benefit paid to the
Executive in a single lump sum after deduction of any benefits already paid
hereunder.  The board of directors shall
have sole and absolute discretion about whether to pay the remaining Accrual
Balance in a lump sum.  If payment of
the remaining Accrual Balance is paid in a single lump sum, the Bank shall have
no further obligations under this Agreement.


 


2.6           Contradiction in Terms of Agreement and
Schedule A.  If there is
a contradiction in the terms of this Agreement and Schedule A attached hereto
concerning the benefits due under Section 2.2, 2.3 or 2.4 hereof, then the
actual amount of benefits prescribed by this Agreement shall control.


 


2.7           Service
Beyond the Normal Retirement Age. 
If the Executive continues his employment with the Bank beyond the
Normal Retirement Age, his receipt of normal retirement benefits will be
deferred until his ultimate Termination of Employment, and the value of those
benefits may therefore be considered diminished somewhat by the time value of
money.  Accordingly, the Bank and the
Executive agree to review the normal retirement benefit amount reflected in
Section 2.1.1 if the Executive elects to continue his employment beyond
the Normal Retirement Age.  If agreed to
by the Bank and the Executive, the normal retirement benefit amount specified
in Section 2.1.1 may be increased to account for the time value of money
for the period from the Executive’s Normal Retirement Age until his Termination
of Employment, employing the discount rate established by the Plan Administrator
under Section 1.1.


 


ARTICLE 3

DEATH BENEFITS


 


3.1           Death During Active Service.  Except as provided in Section 5.2, if
the Executive dies in active service to the Bank before the Normal Retirement
Date, the Bank shall pay to the Executive’s beneficiary(ies) in a single lump
sum within three months after the Executive’s death an amount equal to the
Accrual Balance as of the


 


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date of the Executive’s death. 
Alternatively, the Executive may elect for his beneficiary(ies) to
receive his death benefits in accordance with section 2.1 of this
Agreement beginning in the month following the month the Executive would have
reached Normal Retirement Age, had he survived.


 


3.2           Death Before or During Benefit Period.  If the Executive dies after benefit payments
under Article 2 of this Agreement have commenced but before receiving all
such payments, or if the Executive is entitled to benefit payments under
Article 2 but dies before payments commence, the Bank shall pay the
benefits or remaining benefits to the Executive’s beneficiary(ies) or estate at
the same time and in the same amounts they would have been paid to the
Executive had the Executive survived.


 


3.3           Petition for Benefit Payments.  If the Executive dies before receiving any
or all benefit payments to which he or she is entitled under Section 2.1,
Section 2.2, Section 2.3 or Section 2.4, the Executive’s
beneficiary(ies) or estate may petition the board of directors to have the
Accrual Balance corresponding to that particular benefit paid to the
Executive’s beneficiary(ies) or estate in a single lump sum after deduction of
any normal retirement benefits, early termination benefits, Disability
benefits, or Change-in-Control benefits already paid hereunder.  The board of directors shall have sole and
absolute discretion about whether to pay the remaining Accrual Balance in a
lump sum.  If payment of the remaining
Accrual Balance is paid in a single lump sum, the Bank shall have no further
obligations under this Agreement.


 


ARTICLE 4

BENEFICIARIES


 


4.1           Beneficiary Designations.  The Executive shall designate a beneficiary
or beneficiaries by filing a written designation with the Bank.  The Executive may revoke or modify the
designation at any time by filing a new designation.  However, designations will be effective only if signed by the
Executive and accepted by the Bank during the Executive’s lifetime.  The Executive’s beneficiary designation
shall be deemed automatically revoked if the beneficiary predeceases the
Executive, or if the Executive names a spouse as beneficiary and the marriage
is subsequently dissolved.  If the
Executive dies without a valid beneficiary designation, all payments shall be
made to the Executive’s estate.


 


4.2          Facility of Payment.  If a benefit is payable to a minor, to a
person declared incapacitated, or to a person incapable of handling the
disposition of his or her property, the Bank may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incapacitated person or incapable person.  The Bank may require such proof of incapacity, minority or
guardianship as the Bank deems appropriate before distribution of the benefit.  Distribution shall completely discharge the
Bank from all liability for such benefit.


 


ARTICLE 5

GENERAL LIMITATIONS


 


5.1           Termination for Cause.  Notwithstanding any provision of this
Agreement to the contrary, the Bank shall not pay any benefit under this
Agreement if the Executive’s employment is terminated in a Termination for
Cause.


 


5.2           Misstatement on Insurance Application.  The Bank shall not pay any benefit under
this Agreement if the Executive has made any material misstatement of fact on
any application for life insurance purchased by the Bank.


 


5.3           Removal. 
If the Executive is removed from office or permanently prohibited from
participating in the conduct of the Bank’s affairs by an order issued under
section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall
terminate as of the effective date of the order.


 


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5.4           Insolvency.  If the Commissioner of the California Department of Financial
Institutions appoints the Federal Deposit Insurance Corporation as receiver for
the Bank under California Financial Code sections 3220-3225, all obligations
under this Agreement shall terminate as of the date of the Bank’s declared
insolvency.


 


ARTICLE 6

CLAIMS AND REVIEW PROCEDURES


 


6.1           Claims Procedure.  A person or beneficiary (“claimant”) who has
not received benefits under the Agreement that he or she believes should be
paid shall make a claim for such benefits as follows —


 


6.1.1  Initiation – Written Claim.  The claimant initiates a claim by submitting
to the Bank a written claim for the benefits.


 


6.1.2  Timing of Bank Response.  The Bank shall respond to such claimant
within 90 days after receiving the claim. 
If the Bank determines that special circumstances require additional time
for processing the claim, the Bank can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the end of
the initial 90-day period, that an additional period is required.  The notice of extension must set forth the
special circumstances and the date by which the Bank expects to render its
decision.


 


6.1.3  Notice of Decision.  If the Bank denies part or all of the claim,
the Bank shall notify the claimant in writing of such denial.  The Bank shall write the notification in a
manner calculated to be understood by the claimant.  The notification shall set forth —


 


6.1.3.1               The specific
reasons for the denial,


 


6.1.3.2               A reference to the
specific provisions of the Agreement on which the denial is based,


 


6.1.3.3               A description of
any additional information or material necessary for the claimant to perfect
the claim and an explanation of why it is needed,


 


6.1.3.4               An explanation of
the Agreement’s review procedures and the time limits applicable to such
procedures, and


 


6.1.3.5               A statement of the
claimant’s right to bring a civil action under ERISA Section 502(a) following
an adverse benefit determination on review.


 


6.2           Review Procedure.  If the Bank denies part or all of the claim,
the claimant shall have the opportunity for a full and fair review by the Bank
of the denial, as follows —


 


6.2.1  Initiation – Written Request.  To initiate the review, the claimant, within
60 days after receiving the Bank’s notice of denial, must file with the Bank a
written request for review.


 


6.2.2  Additional Submissions– Information Access.  The claimant shall then have the opportunity
to submit written comments, documents, records and other information relating
to the claim.  The Bank shall also
provide the claimant, upon request and free of charge, reasonable access to,
and copies of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the claimant’s claim for benefits.


 


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6.2.3.  Considerations on Review.  In considering the review, the Bank shall
take into account all materials and information the claimant submits relating
to the claim, without regard to whether such information was submitted or
considered in the initial benefit determination.


 


6.2.4  Timing of Bank Response.  The Bank shall respond in writing to such
claimant within 60 days after receiving the request for review.  If the Bank determines that special
circumstances require additional time for processing the claim, the Bank can
extend the response period by an additional 60 days by notifying the claimant
in writing, prior to the end of the initial 60-day period, that an additional
period is required.  The notice of
extension must set forth the special circumstances and the date by which the
Bank expects to render its decision.


 


6.2.5  Notice of Decision.  The Bank shall notify the claimant in
writing of its decision on review.  The
Bank shall write the notification in a manner calculated to be understood by
the claimant.  The notification shall
set forth —


 


6.2.5.1               The specific reason
for the denial,


 


6.2.5.2               A reference to the
specific provisions of the Agreement on which the denial is based,


 


6.2.5.3               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 (as defined in applicable ERISA regulations) to the
claimant’s claim for benefits, and


 


6.2.5.4               A statement of the
claimant’s right to bring a civil action under ERISA Section 502(a).


 


ARTICLE 7

ADMINISTRATION OF AGREEMENT


 


7.1           Plan
Administrator Duties.  This Agreement shall be administered by a
Plan Administrator consisting of the board or such committee or person(s) the
board shall appoint.  The Executive may
be a member of the Plan Administrator. 
The Plan Administrator shall also have the discretion and authority to
(a) make, amend, interpret, and enforce all appropriate rules and regulations
for the administration of this Agreement and (b) decide or resolve any and all
questions, including interpretations of this Agreement, as may arise in
connection with the Agreement.


 


7.2           Agents.  In
the administration of this Agreement, the Plan Administrator may employ agents
and delegate to them such administrative duties as it sees fit (including
acting through a duly appointed representative) and may from time to time
consult with counsel, who may be counsel to the Bank.


 


7.3           Binding Effect of Decisions.  The decision or action of the
Plan Administrator with respect to any question arising out of or in connection
with the administration, interpretation, and application of the Agreement and
the rules and regulations promulgated hereunder shall be final and conclusive
and binding upon all persons having any interest in the Agreement.  No Executive or Beneficiary shall be deemed
to have any right, vested or nonvested, regarding continued use of any
previously adopted assumptions, including but not limited to the discount rate
and calculation method employed in the determination of the Accrual Balance.


 


7.4           Indemnity of Plan Administrator.  The Bank shall indemnify and hold harmless
the members of the Plan Administrator against any and all claims, losses,
damages, expenses, or liabilities arising from any action or failure to act
with respect to this Agreement, except in the case of willful misconduct by the
Plan Administrator or any of its members.


 


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7.5           Bank Information.  To enable the Plan Administrator to perform
its functions, the Bank shall supply full and timely information to the Plan
Administrator on all matters relating to the date and circumstances of the
retirement, Disability, death, or Termination of Employment of the Executive
and such other pertinent information as the Plan Administrator may reasonably
require.


 


ARTICLE 8

MISCELLANEOUS


 


8.1           Binding Effect.  This Agreement shall bind the Executive and the Bank, and their
beneficiaries, survivors, executors, successors, administrators, and
transferees.


 


8.2           Amendments and Termination.  Subject to section 8.15 of this
Agreement, this Agreement may be amended or terminated only by a written
agreement signed by the Bank and the Executive.


 


8.3           No Guarantee of Employment.  This Agreement is not an employment policy
or contract.  It does not give the
Executive the right to remain an employee of the Bank, nor does it interfere
with the Bank’s right to discharge the Executive.  It also does not require the Executive to remain an employee nor
interfere with the Executive’s right to terminate employment at any time.


 


8.4           Non-Transferability.  Benefits under this Agreement cannot be
sold, transferred, assigned, pledged, attached, or encumbered in any manner.


 


8.5           Successors; Binding Agreement.  By an assumption agreement in form and
substance satisfactory to the Executive, the Bank shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business or assets of the Bank to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Bank would be required to perform this Agreement if no such
succession had occurred.  The Bank’s
failure to obtain such an assumption agreement before the succession becomes
effective shall be considered a breach of this Agreement and shall entitle the
Executive to the Change-in-Control benefit specified in Section 2.4.


 


8.6           Tax Withholding.  The Bank shall withhold any taxes that are required to be
withheld from the benefits provided under this Agreement.


 


8.7           Applicable Law.  Except to the extent preempted by the laws of the United States
of America, the validity, interpretation, construction, and performance of this
Agreement shall be governed by and construed in accordance with the laws of the
State of California, without giving effect to the principles of conflict of
laws of such state.


 


8.8           Unfunded Arrangement.  The Executive and the Executive’s
beneficiary(ies) are general unsecured creditors of the Bank for the payment of
benefits under this Agreement.  The
benefits represent the mere promise by the Bank to pay such benefits.  The rights to benefits are not subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors.  Any insurance on the Executive’s life is a general asset of the
Bank to which the Executive and beneficiary(ies) have no preferred or secured
claim.


 


8.9           Entire Agreement.  This Agreement constitutes the entire
agreement between the Bank and the Executive as to the subject matter
hereof.  No rights are granted to the
Executive by virtue of this Agreement other than those specifically set forth
herein.  This Agreement supersedes and
replaces in its entirety the existing Executive Salary Continuation Agreement
referenced in the recitals of this Agreement, and after the effective date of
this Agreement the existing Executive Salary Continuation Agreement shall be of
no further force or effect.


 


8.12         Severability.  If for any reason any provision of this Agreement is held
invalid, such invalidity shall not affect any other provision of this Agreement
not held invalid, and to the full extent consistent with law each such


 


8

















 


other provision shall continue in full force and effect.  If any provision of this Agreement is held
invalid in part, such invalidity shall not affect the remainder of such
provision not held invalid, and to the full extent consistent with law the
remainder of such provision, together with all other provisions of this
Agreement, shall continue in full force and effect.


 


8.13         Headings. 
The captions and headings of sections herein are included solely for
convenience of reference and shall not affect the meaning or interpretation of
any provision of this Agreement.


 


8.14         Notices. 
All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered by hand
or mailed, certified or registered mail, return receipt requested, with postage
prepaid, to the following addresses or to such other address as either party
may designate by like notice.


 


(a)           If
to the Bank, to:


Board of Directors


Capital Corp of the West


550 West Main Street


Merced, California 95340


 


(b)           If
to the Executive, to:


 


 


 


and to such other or additional person or persons as either party shall
have designated to the other party in writing by like notice.


 


8.15         Termination or Modification of Agreement Because of
Changes in the Law, Rules or Regulations.  The Bank is entering into this Agreement on the assumption that
certain existing tax laws, rules, and regulations will continue in effect in
their current form.  If that assumption
materially changes and the change has a material detrimental effect on this
Agreement, then the Bank reserves the right to terminate or modify this
Agreement accordingly, subject to obtaining the written consent of the
Executive, which shall not be unreasonably withheld.  This section 8.15 shall become null and void effective
immediately upon a Change in Control.


 


8.16         Advice of Counsel.  Before signing this Agreement, Executive
either (a) consulted with and obtained advice from Executive’s independent
legal counsel concerning the legal nature and operations of this Agreement,
including its impact on Executive’s rights, privileges, and obligations, or (b)
freely and voluntarily decided not to have the benefit of consultation with and
advice of legal counsel.


 


8.17         Automatic Review Procedure.  On the third year anniversary of the
Effective Date of this Agreement, and every third year thereafter, the Bank
shall review this Agreement for reasonableness of benefits, taking into account
the Executive’s compensation on the date of the review and Bank-provided
benefits that may be provided to the Executive after retirement from other
sources.  For purposes of this
Agreement, Bank-provided benefits shall include, but are not limited to,
matching contributions under the Bank’s 401(k) plan, contributions under the
ESOP plan, and the Bank portion of Social Security benefits.


 


IN WITNESS WHEREOF, the Executive and a
duly authorized Bank officer have signed this Amended Salary Continuation
Agreement as of the day and year first written above.


 


	
  THE
  EXECUTIVE:

  	
  THE BANK:

  
	
   

  	
   

  	
  CAPITAL
  CORP OF THE WEST

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
					



 


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BENEFICIARY DESIGNATION

CAPITAL CORP OF THE WEST

AMENDED SALARY CONTINUATION AGREEMENT


 


I designate the following as beneficiary of any death
benefits under this Amended Salary Continuation Agreement:


 


Primary:


 


Contingent:


 


Note:      To
name a trust as beneficiary, please provide the name of the trustee(s) and the exact
name and date of the trust agreement.


 


I understand that I may change these beneficiary
designations by filing a new written designation with the Bank.  I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.


 


I elect to have my death benefits paid to my
beneficiary(ies) in the following form:


 


Lump sum payment of the accrual balance as of the date
of my death, payable within three (3) months of the date of my death;


 


OR


 


Payment in monthly installments over a fifteen (15)
year period, beginning on the month following the month I would have reached
Normal Retirement Age, had I survived.


 


	
  Signature:

  	
   

  	
   

  
	
   

  
	
  Date:

  



 


Accepted by the Bank this 19th day of  October    , 2003.


 


	
  By:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Title: 

  	
   

  	
   

  
				



 


10

















 


Schedule of
Benefits by Executive Officer


 


Executive
Officer: Thomas T. Hawker

Title:  President and Chief Executive
Officer




	
  Year

  End

  	
   

  	
  Age

  	
   

  	
  100%
  Vested

  Balance

  	
   

  	
  %Vested

  Amount

  	
   

  	
  Accrued

  Balance

  	
   

  	
  Annual

  Benefit

  	
   

  
	
  2003

  	
   

  	
  60

  	
   

  	
  $

  	
  1,067,258

  	
   

  	
  64

  	
  %

  	
  $

  	
  685,111

  	
   

  	
  $

  	
  98,600

  	
   

  
	
  2004

  	
   

  	
  61

  	
   

  	
  1,141,965

  	
   

  	
  79

  	
  %

  	
  896,627

  	
   

  	
  119,160

  	
   

  
	
  2005

  	
   

  	
  62

  	
   

  	
  1,221,903

  	
   

  	
  86

  	
  %

  	
  1,046,895

  	
   

  	
  129,440

  	
   

  
	
  2006

  	
   

  	
  63

  	
   

  	
  1,307,437

  	
   

  	
  93

  	
  %

  	
  1,213,807

  	
   

  	
  139,720

  	
   

  
	
  2007

  	
   

  	
  64

  	
   

  	
  1,398,957

  	
   

  	
  100

  	
  %

  	
  1,398,957

  	
   

  	
  150,000

  	
   

  
	
  2008

  	
   

  	
  65

  	
   

  	
  1,418,200

  	
   

  	
  100

  	
  %

  	
  1,418,200

  	
   

  	
  150,000

  	
   

  
	
  Normal
  Retirement Age or Change in Control Annual Benefit for 15 years

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  150,000

  	
   

  
															



 


 


Executive
Officer: R. Dale McKinney

Title:  Chief Financial Officer


 


	
  Year

  End

  	
   

  	
  Age

  	
   

  	
  100%
  Vested

  Balance

  	
   

  	
  % Vested

  Amount

  	
   

  	
  Accrued

  Balance

  	
   

  	
  Annual

  Benefit

  	
   

  
	
  2003

  	
   

  	
  57

  	
   

  	
  $

  	
  490,058

  	
   

  	
  38

  	
  %

  	
  $

  	
  184,339

  	
   

  	
  $

  	
  32,500

  	
   

  
	
  2004

  	
   

  	
  58

  	
   

  	
  524,361

  	
   

  	
  45

  	
  %

  	
  236,690

  	
   

  	
  39,000

  	
   

  
	
  2005

  	
   

  	
  59

  	
   

  	
  561,066

  	
   

  	
  53

  	
  %

  	
  295,469

  	
   

  	
  45,500

  	
   

  
	
  2006

  	
   

  	
  60

  	
   

  	
  600,341

  	
   

  	
  70

  	
  %

  	
  420,794

  	
   

  	
  60,000

  	
   

  
	
  2007

  	
   

  	
  61

  	
   

  	
  642,365

  	
   

  	
  80

  	
  %

  	
  514,486

  	
   

  	
  68,500

  	
   

  
	
  2008

  	
   

  	
  62

  	
   

  	
  687,330

  	
   

  	
  90

  	
  %

  	
  619,233

  	
   

  	
  77,000

  	
   

  
	
  2009

  	
   

  	
  63

  	
   

  	
  735,443

  	
   

  	
  93

  	
  %

  	
  680,796

  	
   

  	
  79,000

  	
   

  
	
  2010

  	
   

  	
  64

  	
   

  	
  786,924

  	
   

  	
  95

  	
  %

  	
  747,942

  	
   

  	
  81,000

  	
   

  
	
  2011

  	
   

  	
  65

  	
   

  	
  796,105

  	
   

  	
  100

  	
  %

  	
  796,105

  	
   

  	
  85,000

  	
   

  
	
  Normal
  Retirement Age or Change in Control Annual Benefit for 15 years

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  85,000

  	
   

  
															



 


 


Executive
Officer: James M. Sherman

Title:  Chief Credit Officer


 


	
  Year

  End

  	
   

  	
  Age

  	
   

  	
  100%
  Vested

  Balance

  	
   

  	
  % Vested

  Amount

  	
   

  	
  Accrued

  Balance

  	
   

  	
  Annual

  Benefit

  	
   

  
	
  2003

  	
   

  	
  66

  	
   

  	
  $

  	
  398,451

  	
   

  	
  64

  	
  %

  	
  $

  	
  253,159

  	
   

  	
  $

  	
  38,333

  	
   

  
	
  2004

  	
   

  	
  67

  	
   

  	
  426,342

  	
   

  	
  94

  	
  %

  	
  401,288

  	
   

  	
  56,667

  	
   

  
	
  2005

  	
   

  	
  68

  	
   

  	
  456,186

  	
   

  	
  100

  	
  %

  	
  456,186

  	
   

  	
  63,500

  	
   

  
	
  2006

  	
   

  	
  69

  	
   

  	
  461,508

  	
   

  	
  100

  	
  %

  	
  461,508

  	
   

  	
  63,500

  	
   

  
	
  Normal
  Retirement Age or Change in Control Annual Benefit for 15 years

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  63,500

  	
   

  
															



 


11

















 


Executive
Officer: Ed J. Rocha

Title:  Chief  Banking Officer


 


	
  Year

  End

  	
   

  	
  Age

  	
   

  	
  100%
  Vested

  Balance

  	
   

  	
  % Vested

  Amount

  	
   

  	
  Accrued

  Balance

  	
   

  	
  Annual

  Benefit

  	
   

  
	
  2003

  	
   

  	
  51

  	
   

  	
  $

  	
  327,869

  	
   

  	
  55

  	
  %

  	
  $

  	
  181,414

  	
   

  	
  $

  	
  48,000

  	
   

  
	
  2004

  	
   

  	
  52

  	
   

  	
  350,819

  	
   

  	
  62

  	
  %

  	
  218,377

  	
   

  	
  54,000

  	
   

  
	
  2005

  	
   

  	
  53

  	
   

  	
  375,376

  	
   

  	
  69

  	
  %

  	
  259,626

  	
   

  	
  60,000

  	
   

  
	
  2006

  	
   

  	
  54

  	
   

  	
  401,652

  	
   

  	
  81

  	
  %

  	
  327,341

  	
   

  	
  70,000

  	
   

  
	
  2007

  	
   

  	
  55

  	
   

  	
  429,768

  	
   

  	
  85

  	
  %

  	
  363,507

  	
   

  	
  72,500

  	
   

  
	
  2008

  	
   

  	
  56

  	
   

  	
  459,852

  	
   

  	
  88

  	
  %

  	
  403,132

  	
   

  	
  75,000

  	
   

  
	
  2009

  	
   

  	
  57

  	
   

  	
  492,041

  	
   

  	
  91

  	
  %

  	
  446,524

  	
   

  	
  77,500

  	
   

  
	
  2010

  	
   

  	
  58

  	
   

  	
  526,484

  	
   

  	
  94

  	
  %

  	
  494,015

  	
   

  	
  80,000

  	
   

  
	
  2011

  	
   

  	
  59

  	
   

  	
  563,338

  	
   

  	
  97

  	
  %

  	
  545,967

  	
   

  	
  82,500

  	
   

  
	
  2012

  	
   

  	
  60

  	
   

  	
  602,772

  	
   

  	
  100

  	
  %

  	
  602,772

  	
   

  	
  85,000

  	
   

  
	
  2013

  	
   

  	
  61

  	
   

  	
  644,966

  	
   

  	
  100

  	
  %

  	
  644,966

  	
   

  	
  85,000

  	
   

  
	
  2014

  	
   

  	
  62

  	
   

  	
  690,113

  	
   

  	
  100

  	
  %

  	
  690,113

  	
   

  	
  85,000

  	
   

  
	
  2015

  	
   

  	
  63

  	
   

  	
  738,421

  	
   

  	
  100

  	
  %

  	
  738,421

  	
   

  	
  85,000

  	
   

  
	
  2016

  	
   

  	
  64

  	
   

  	
  790,111

  	
   

  	
  100

  	
  %

  	
  790,111

  	
   

  	
  85,000

  	
   

  
	
  2017

  	
   

  	
  65

  	
   

  	
  817,765

  	
   

  	
  100

  	
  %

  	
  817,765

  	
   

  	
  85,000

  	
   

  
	
  Normal
  Retirement Age or Change in Control Annual Benefit for 15 years

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  85,000

  	
   

  
															



 


 


Executive
Officer: Michael Ryan

Title:  Chief Operating Officer


 


	
  Year

  End

  	
   

  	
  Age

  	
   

  	
  100%
  Vested

  Balance

  	
   

  	
  % Vested

  Amount

  	
   

  	
  Accrued

  Balance

  	
   

  	
  Annual

  Benefit

  	
   

  
	
  2003

  	
   

  	
  52

  	
   

  	
  $

  	
  350,819

  	
   

  	
  —

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  2004

  	
   

  	
  53

  	
   

  	
  375,376

  	
   

  	
  28

  	
  %

  	
  103,850

  	
   

  	
  24,000

  	
   

  
	
  2005

  	
   

  	
  54

  	
   

  	
  401,653

  	
   

  	
  35

  	
  %

  	
  138,900

  	
   

  	
  30,000

  	
   

  
	
  2006

  	
   

  	
  55

  	
   

  	
  429,768

  	
   

  	
  54

  	
  %

  	
  231,357

  	
   

  	
  46,000

  	
   

  
	
  2007

  	
   

  	
  56

  	
   

  	
  459,852

  	
   

  	
  64

  	
  %

  	
  293,537

  	
   

  	
  54,500

  	
   

  
	
  2008

  	
   

  	
  57

  	
   

  	
  492,042

  	
   

  	
  74

  	
  %

  	
  363,288

  	
   

  	
  63,000

  	
   

  
	
  2009

  	
   

  	
  58

  	
   

  	
  526,485

  	
   

  	
  84

  	
  %

  	
  441,367

  	
   

  	
  71,500

  	
   

  
	
  2010

  	
   

  	
  59

  	
   

  	
  563,339

  	
   

  	
  94

  	
  %

  	
  528,597

  	
   

  	
  80,000

  	
   

  
	
  2011

  	
   

  	
  60

  	
   

  	
  602,772

  	
   

  	
  97

  	
  %

  	
  584,185

  	
   

  	
  82,500

  	
   

  
	
  2012

  	
   

  	
  61

  	
   

  	
  644,966

  	
   

  	
  100

  	
  %

  	
  644,966

  	
   

  	
  85,000

  	
   

  
	
  2013

  	
   

  	
  62

  	
   

  	
  690,114

  	
   

  	
  100

  	
  %

  	
  690,114

  	
   

  	
  85,000

  	
   

  
	
  2014

  	
   

  	
  63

  	
   

  	
  738,422

  	
   

  	
  100

  	
  %

  	
  738,422

  	
   

  	
  85,000

  	
   

  
	
  2015

  	
   

  	
  64

  	
   

  	
  790,112

  	
   

  	
  100

  	
  %

  	
  790,112

  	
   

  	
  85,000

  	
   

  
	
  2016

  	
   

  	
  65

  	
   

  	
  840,810

  	
   

  	
  100

  	
  %

  	
  840,810

  	
   

  	
  85,000

  	
   

  
	
  Normal
  Retirement Age or Change in Control Annual Benefit for 15 years

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  85,000

  	
   

  
															



 


12

















 


Executive
Officer: Becky Perez

Title:  Marketing Director


 


	
  Year

  End

  	
   

  	
  Age

  	
   

  	
  100%
  Vested

  Balance

  	
   

  	
  % Vested

  Amount

  	
   

  	
  Accrued

  Balance

  	
   

  	
  Annual

  Benefit

  	
   

  
	
  2003

  	
   

  	
  43

  	
   

  	
  $

  	
  135,061

  	
   

  	
  39

  	
  %

  	
  $

  	
  52,793

  	
   

  	
  $

  	
  24,000

  	
   

  
	
  2004

  	
   

  	
  44

  	
   

  	
  144,515

  	
   

  	
  46

  	
  %

  	
  65,903

  	
   

  	
  28,000

  	
   

  
	
  2005

  	
   

  	
  45

  	
   

  	
  154,831

  	
   

  	
  52

  	
  %

  	
  80,750

  	
   

  	
  32,000

  	
   

  
	
  2006

  	
   

  	
  46

  	
   

  	
  165,669

  	
   

  	
  73

  	
  %

  	
  120,269

  	
   

  	
  44,000

  	
   

  
	
  2007

  	
   

  	
  47

  	
   

  	
  177,266

  	
   

  	
  83

  	
  %

  	
  146,415

  	
   

  	
  50,000

  	
   

  
	
  2008

  	
   

  	
  48

  	
   

  	
  189,675

  	
   

  	
  86

  	
  %

  	
  163,266

  	
   

  	
  52,000

  	
   

  
	
  2009

  	
   

  	
  49

  	
   

  	
  202,952

  	
   

  	
  90

  	
  %

  	
  181,759

  	
   

  	
  54,000

  	
   

  
	
  2010

  	
   

  	
  50

  	
   

  	
  217,159

  	
   

  	
  93

  	
  %

  	
  202,041

  	
   

  	
  56,000

  	
   

  
	
  2011

  	
   

  	
  51

  	
   

  	
  232,360

  	
   

  	
  97

  	
  %

  	
  224,272

  	
   

  	
  58,000

  	
   

  
	
  2012

  	
   

  	
  52

  	
   

  	
  248,625

  	
   

  	
  100

  	
  %

  	
  248,625

  	
   

  	
  60,000

  	
   

  
	
  2013

  	
   

  	
  53

  	
   

  	
  266,029

  	
   

  	
  100

  	
  %

  	
  266,029

  	
   

  	
  60,000

  	
   

  
	
  2014

  	
   

  	
  54

  	
   

  	
  284,651

  	
   

  	
  100

  	
  %

  	
  284,651

  	
   

  	
  60,000

  	
   

  
	
  2015

  	
   

  	
  55

  	
   

  	
  304,576

  	
   

  	
  100

  	
  %

  	
  304,576

  	
   

  	
  60,000

  	
   

  
	
  2016

  	
   

  	
  56

  	
   

  	
  325,897

  	
   

  	
  100

  	
  %

  	
  325,897

  	
   

  	
  60,000

  	
   

  
	
  2017

  	
   

  	
  57

  	
   

  	
  348,710

  	
   

  	
  100

  	
  %

  	
  348,710

  	
   

  	
  60,000

  	
   

  
	
  2018

  	
   

  	
  58

  	
   

  	
  373,119

  	
   

  	
  100

  	
  %

  	
  373,119

  	
   

  	
  60,000

  	
   

  
	
  2019

  	
   

  	
  59

  	
   

  	
  399,238

  	
   

  	
  100

  	
  %

  	
  399,238

  	
   

  	
  60,000

  	
   

  
	
  2020

  	
   

  	
  60

  	
   

  	
  427,184

  	
   

  	
  100

  	
  %

  	
  427,184

  	
   

  	
  60,000

  	
   

  
	
  2021

  	
   

  	
  61

  	
   

  	
  457,087

  	
   

  	
  100

  	
  %

  	
  457,087

  	
   

  	
  60,000

  	
   

  
	
  2022

  	
   

  	
  62

  	
   

  	
  489,083

  	
   

  	
  100

  	
  %

  	
  489,083

  	
   

  	
  60,000

  	
   

  
	
  2023

  	
   

  	
  63

  	
   

  	
  523,319

  	
   

  	
  100

  	
  %

  	
  523,319

  	
   

  	
  60,000

  	
   

  
	
  2024

  	
   

  	
  64

  	
   

  	
  559,951

  	
   

  	
  100

  	
  %

  	
  559,951

  	
   

  	
  60,000

  	
   

  
	
  2025

  	
   

  	
  65

  	
   

  	
  576,283

  	
   

  	
  100

  	
  %

  	
  576,283

  	
   

  	
  60,000

  	
   

  
	
  Normal
  Retirement Age or Change in Control Annual Benefit for 15 years

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  60,000

  	
   

  
															



 


13