EXHIBIT ITEM 10(ii)A(1)


 


FIRST ADDENDUM

TO EMPLOYMENT CONTRACT OF CHARLES T. CHRIETZBERG, JR.


 


This
First Addendum (“First Addendum”) to the Employment Contract of Charles T.
Chrietzberg, Jr., dated January 1, 2005 (the “Agreement”), between Charles T.
Chrietzberg, Jr. “Chrietzberg” and Monterey County Bank “Monterey”, is made
effective this 1st day of January, 2006, and is by this reference
incorporated therein.


 


Chrietzberg
and Monterey amend the following provisions:


 


C.            COMPENSATION


 


1.             Salary. For Executive’s services hereunder, Bank shall pay or cause to be
paid as annual gross base salary to Executive the amount of not less than
$300,000 during each of the remaining years of the Term, beginning with the
Effective Date. Executive shall also, so long as he serves on the Board of
Directors, be entitled to director’s fees on the same basis as paid to outside
directors, if the Board of Directors does not exclude him from such directors’
fees. The Board of Directors shall also, from time to time, and at least once
each calendar year grant such additional “merit” increases, if any, in the base
salary as are determined after review to be appropriate in the discretion of
the Board of Directors. Executive’s salary shall be payable in equal
installments in conformity with Bank’s normal payroll periods as in effect from
time to time.


 


D.            EXECUTIVE BENEFITS


 


5.             Bonus. For the calendar year 2006, and for each full calendar year remaining
in the Term completed by Executive pursuant to this Agreement, he shall be
entitled to an Incentive Bonus determined in accordance with this paragraph. The
Incentive Bonus shall equal the lesser of (i) $300,000, or (ii) the sum of the
ROA Bonus and the ROE Bonus, determined in accordance with the Exhibit D-4. This
bonus shall be payable in January of the year following completion of the year
on which it is based, or as soon thereafter as is practical after the Bank’s
certified public accountants have delivered their report on the Bank’s
condition and results of operations for the year.


 


Except as expressly modified
in this First Addendum, the terms of the Agreement shall remain in full force
and effect and any inconsistency between this First Addendum and the Agreement
shall be resolved in favor of this First Amendment.


 


IN WITNESS WHEREOF, this Addendum is executed
as of the day and year first above written.


 


	
   

  	
  BANK:

  	
  MONTEREY
  COUNTY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    
  /s/Bruce Warner

  	
   

  
	
   

  	
   

  	
  Bruce
  Warner

  
	
   

  	
   

  	
  Executive Vice President
  and

  
	
   

  	
   

  	
  Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE:

  	
       /s/Charles
  T. Chrietzberg, Jr.

  	
   

  
	
   

  	
   

  	
  Charles T. Chrietzberg,
  Jr.

  
										



 

















 


EXHIBIT
D-4


CALCULATION
OF BONUS


 


The
ROA and ROE Bonuses shall be based on the Bank’s pretax return on average
assets and beginning equity using the following amounts.


 


	
  ROA

  	
   

  	
  ROA
  BONUS

  	
   

  	
  ROE

  	
   

  	
  ROE
  BONUS

  	
   

  
	
  1.1

  	
  %

  	
  $

  	
  10,000

  	
   

  	
  11

  	
  %

  	
  $

  	
  10,000

  	
   

  
	
  1.2

  	
  %

  	
  $

  	
  20,000

  	
   

  	
  12

  	
  %

  	
  $

  	
  20,000

  	
   

  
	
  1.3

  	
  %

  	
  $

  	
  30,000

  	
   

  	
  13

  	
  %

  	
  $

  	
  30,000

  	
   

  
	
  1.4

  	
  %

  	
  $

  	
  40,000

  	
   

  	
  14

  	
  %

  	
  $

  	
  40,000

  	
   

  
	
  1.5

  	
  %

  	
  $

  	
  50,000

  	
   

  	
  15

  	
  %

  	
  $

  	
  50,000

  	
   

  
	
  1.6

  	
  %

  	
  $

  	
  60,000

  	
   

  	
  16

  	
  %

  	
  $

  	
  60,000

  	
   

  
	
  1.7

  	
  %

  	
  $

  	
  70,000

  	
   

  	
  17

  	
  %

  	
  $

  	
  70,000

  	
   

  
	
  1.8

  	
  %

  	
  $

  	
  80,000

  	
   

  	
  18

  	
  %

  	
  $

  	
  80,000

  	
   

  
	
  1.9

  	
  %

  	
  $

  	
  90,000

  	
   

  	
  19

  	
  %

  	
  $

  	
  90,000

  	
   

  
	
  2.0

  	
  %

  	
  $

  	
  100,000

  	
   

  	
  20

  	
  %

  	
  $

  	
  100,000

  	
   

  
	
  2.1

  	
  %

  	
  $

  	
  120,000

  	
   

  	
  21

  	
  %

  	
  $

  	
  120,000

  	
   

  
	
  2.2

  	
  %

  	
  $

  	
  140,000

  	
   

  	
  22

  	
  %

  	
  $

  	
  140,000

  	
   

  
	
  2.3

  	
  %

  	
  $

  	
  160,000

  	
   

  	
  23

  	
  %

  	
  $

  	
  160,000

  	
   

  
	
  2.4

  	
  %

  	
  $

  	
  180,000

  	
   

  	
  24

  	
  %

  	
  $

  	
  180,000

  	
   

  
	
  2.5

  	
  %

  	
  $

  	
  200,000

  	
   

  	
  25

  	
  %

  	
  $

  	
  200,000

  	
   

  
	
  2.6

  	
  %

  	
  $

  	
  220,000

  	
   

  	
  26

  	
  %

  	
  $

  	
  220,000

  	
   

  
	
  2.7

  	
  %

  	
  $

  	
  240,000

  	
   

  	
  27

  	
  %

  	
  $

  	
  240,000

  	
   

  
	
  2.8

  	
  %

  	
  $

  	
  260,000

  	
   

  	
  28

  	
  %

  	
  $

  	
  260,000

  	
   

  
	
  2.9

  	
  %

  	
  $

  	
  280,000

  	
   

  	
  29

  	
  %

  	
  $

  	
  280,000

  	
   

  
	
  3.0

  	
  %

  	
  $

  	
  300,000

  	
   

  	
  30

  	
  %

  	
  $

  	
  300,000

  	
   

  



 


MAXIMUM
COMBINED — $300,000, or $600,000 minus non—bonus salary excluding compensation,
if any, for vacation not taken) for the year. The return’s shall be calculated
before deduction for any annual performance bonuses, but after deduction for
commissions and bonuses paid on a monthly basis.