Exhibit 10.62


 


AMENDMENT NO. 3 TO SALARY CONTINUATION
AGREEMENT


 


This Amendment
No. 3 to Salary Continuation Amendment (the “Amendment”)
is made effective as of February 1, 2005, and is entered into by and between
Central Valley Community Bank, formerly named Clovis Community Bank (the “Bank”) and Daniel Doyle (the “Executive”),
each a “Party” and together the “Parties.”


 


RECITALS


 


A.                                   The
Parties entered into that certain Executive Salary Continuation Agreement dated
as of June 7, 2000, as amended by that certain Amendment No. 1 to Salary
Continuation Amendment dated as of April 29, 2002, as amended and restated by
that certain Amendment No. 2 to Salary Continuation Amendment dated April 1,
2003 (as amended and restated, the “Agreement”).


 


B.                                     Pursuant
to the terms of this Amendment and to comply with the American Jobs Creation
Act of 2004, the Parties wish to amend the Agreement.


 


AGREEMENT


 


In
consideration of the mutual promises, covenants, and agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


1.                                       Change
of Control.  For purposes of Section
3.05 of the Agreement, the definition of “Change of Control”
shall be replaced with the following definition:


 


A “Change in Control” shall be deemed to be a “Change in
Ownership,” as that term is defined in Section 409A of the Code and in the
Guidance provided by the IRS thereunder, and to the extent an event or series
of events does not constitute a “Change in Ownership” under such law, the event
or series of events will not constitute a “Change in Control” under this
Agreement.  Specifically, a Change in
Control shall occur on the date that any one person, or more than one person
acting as a group, acquires ownership of stock of the Bank that, together with
stock held by such person or group, constitutes more than 50 percent of the
total fair market value or total voting power of the stock of the Bank.  However, if any one person or more than one
person acting as a group, is considered to own more than 50 percent of the
total fair market value or total voting power of the stock of Bank, the
acquisition of additional stock by the same person or persons will not be
considered to cause a Change in Control of the Bank.  Further, an increase in the percentage of
stock owned by any one person, or persons acting as a group, as a result of a
transaction in which the Bank acquires its stock in exchange for property will
be treated as an acquisition of stock for purposes of this section.  Transfers of Bank stock


 





















 


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.


 


2.                                       Prohibition
Against Acceleration. 
Notwithstanding anything to the contrary, neither the time nor
scheduling of payments under this Plan may be accelerated unless such
acceleration is permissible under both applicable law and under the Agreement.


 


3.                                       Specified
Employees.  The following is added to
Section 3.03 of the Agreement:


 


In the event Executive at any times becomes a “specified employee,” as
defined in Section 409A of the Code, payments made under this Section upon
involuntary termination of employment without Cause shall not be made on or
before the date which is six (6) months after the Executive’s termination.


 


4.                                       Disability.  Notwithstanding anything to the contrary, for
purposes of Section 3.04 the Agreement, a person shall be considered “Disabled”
only when the person (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months; or (ii) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than 3 months under an accident and health plan covering Bank employees.


 


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


 


6.                                       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.


Executed effective as of the
date first written above.


 


	
  BANK:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
  CENTRAL VALLEY COMMUNITY BANK

  	
   

  	
  DANIEL
  DOYLE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Daniel N. Cunningham

  	
   

  	
   

  	
  /s/
  Daniel J. Doyle

  	
   

  
	
  Name: Daniel N. Cunningham

  	
   

  	
  Daniel
  Doyle

  
	
  Title: Chairman of the Board