**EXHIBIT 10.24**

 

**1ST CENTENNIAL BANK**

 

**AMENDMENT TOEXECUTIVE SALARY CONTINUATION AGREEMENT**

 

**WHEREAS**,Suzanne Dondanville (the “Executive”) entered into an Executive Salary Continuation Agreement with 1stCentennial Bank (formerly Redlands Centennial Bank) (the “Employer) dated December 17, 2002 (the “Agreement”); 

 

**WHEREAS**, the parties to the Agreement desire to amend Section 5.1 thereof; 

 

**NOW, THEREFORE**, the Employer and the Executive do hereby agree that Paragraph 5.1 of the Agreement shall be modifiedto read in full as follows: 

 

**“5.1 Termination in aSale of Business.** In the event there is a Sale of Business, the Employer shall take all actions necessary to ensure that such corporation or transferee is bound by the provisions of this Agreement. In the event that the employment of theExecutive is terminated (or “constructively terminated”) as a result of or with or within one (1) year following a Sale of Business, the Executive shall be one hundred percent (100%) vested in the Annual Benefit as described in subsection1.2 of this Agreement, except that the 3% increase referred to in Section 1.2 shall continue only until the Sale of Business rather than until the first payment is made. In such event, the Executive shall receive the Annual Benefit as described inthe preceding sentence, beginning at age 65, in equal installments in the manner specified in Section 3 of this Agreement. For purposes of this Agreement, “constructive termination” shall include: (i) any decrease in salary or benefitsbelow those in effect for the Executive immediately prior to the Sale of Business, (ii) any demotion to a position below that of an executive officer, or (iii) any relocation of the Executive more than 25 miles from his or her principal place ofbusiness immediately prior to the Sale of Business. 

 

Notwithstanding the prior paragraph, no payment shall be made to the Executive pursuant to this Agreement to the extent that such payment when aggregated with all other payments considered for purposes of calculating a parachute paymentresults in an excess parachute payment as defined under Section 280G of the Code. 

 

If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreementand/or any other payment by the Employer to or for the benefit of the Executive at any time constitutes a “parachute payment” under Section 280G of the Code or any similar or successor provision of federal or state law, Executive agreesthat Employer, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment. 

No benefit payments provided in this Paragraph 5.1 shall be made to the Executive, the Executive’sdesignated beneficiary, Surviving Spouse or the Executive’s estate if the Executive is entitled to benefits provided by any other Paragraph of this Agreement.” 

 

In all other respects, the Agreement shall remain in full force and effect as written. 

 

**IN WITNESS WHEREOF**, the parties hereto have executed this Amendmentthis 30th day of January 2004. 

 
**1st Centennial Bank**
By
 
Patrick J. Meyer
  
/s/ Patrick J. Meyer
  
Chairman of the Board

 

/s/ Suzanne Dondanville

Suzanne Dondanville

Employee