Exhibit 10.2


 


AGREEMENT


 


This Agreement is made and is effective as of
October 15, 2008 by and between Santa Lucia Bank (“Company”) and Douglas
C. Filipponi (“Director”).


 


WHEREAS, Director is currently a director of
Company and its wholly owned subsidiary, Santa Lucia Bank (“Bank”), and Director’s
background, expertise and efforts have contributed to the success and financial
strength of the Company; and


 


WHEREAS, the Company wishes to assure itself
of the continued opportunity to benefit from Director’s services on the board
of directors, (“Board”) and Director wishes to serve in such capacity of the
Company;


 


WHEREAS, the Board has determined that the
best interests of the Company would be served by setting forth certain benefits
which the Company will provide to Director if the Director remains a member of
the Board up to and including the consummation of a Change in Control of the
Company; and


 


WHEREAS, the Company wishes to provide a
specific incentive to Director to remain on the Board through and including the
consummation of any Change in Control of the Company, as defined herein.


 


NOW, THEREFORE, in order to effect the
foregoing, the parties hereto wish to enter into an agreement on the terms and
conditions set forth below.  This
agreement (“Agreement”) therefore sets forth those benefits which the Company
will provide to Director in the event of a “Change in Control of the Company”
(as defined in paragraph 2) under the circumstances described below or in
contemplation of a Change in Control as discussed in Paragraph 1 below.  Accordingly, in consideration of the premises
and the respective covenants and agreements of or in contemplation of a Change
in Control as discussed in Paragraph 1 below herein contained, and intending to
be legally bound hereby, the parties hereto agree as follows:


 


1.                                       TERM.  If a Change in Control of the
Company should occur while Director is still a member of the Board, then this
Agreement shall continue in effect from the date of such Change in Control of
the Company for so long as Director remains eligible to receive payments from
the Company under that certain Endorsement Method Split Dollar Plan Agreement
by and between Director and Company dated January 10, 2001 attached hereto
as Exhibit A; provided, however, that the expiration of the term of this
Agreement shall not adversely affect Director’s rights under this Agreement
which have accrued prior to such expiration. If no Change in Control of the
Company occurs before Director’s status as a Director of the Company is terminated,
this Agreement shall expire on such date.


 


2.                                       CHANGE IN CONTROL. For purposes of this Agreement, “Change
in Control” means a change of control of the Company or Bank, of a nature
that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or in response to any similar item on any similar
schedule or form) promulgated under the Securities Exchange Act, whether or not
the Bank or Company is then subject to such reporting requirement; provided,
however, that a transaction in which the Bank or Company is the acquirer
regardless of the form of the 


 


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transaction shall not be a Change in Control for purposes of this
Agreement; provided further however, that without limitation, a Change in
Control shall be deemed to have occurred if:


 


(i)                                     there is a transfer, voluntarily or by
hostile takeover, by proxy contest (or similar action), operation of law, or
otherwise, of control of the Bank or Company;


 


(ii)                                  any Person is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange
Act or any successor provisions thereof), directly or indirectly, of securities
of the Bank or Company representing 20% or more of the combined voting power of
the Bank’s or Company’s then outstanding securities (other than in the case of
the ownership by Company of Bank securities);


 


(iii)                               the individuals who were members of the Board
immediately prior to a meeting of the shareholders of the Bank or Company, which
meeting involves a contest for the election of directors, do not constitute a
majority of the Board following such meeting or election;


 


(iv)                              a merger is completed in which the Bank or
Company is not the surviving entity (unless the stockholders of Bank or
Company, as the case may be, immediately before such merger own immediately
after such merger more than a majority of the voting securities of the
surviving entity), a consolidation or sale of all or substantially all of the
assets of the Bank or Company; or


 


(v)                                 there is a change, during any period of two
consecutive years, of a majority of the Board or of the board of directors of
Company as constituted as of the beginning of such period, unless the election
of each director who is not a director at the beginning of such period was
approved by a vote of at least two-thirds of the directors then in office who
were directors at the beginning of such period.


 


3.                                       BENEFITS FOLLOWING CHANGE IN CONTROL.  If a
Change in Control of the Company shall have occurred while Director is still a
director of the Company, Director shall be entitled to the payments and
benefits provided in paragraph 4 hereof.


 


4.                                       BENEFITS FOR DIRECTOR.  If,
after a Change in Control, the acquiring company chooses, or causes the Bank or
surviving entity to surrender the life insurance policy maintained by the Bank
under the Director’s Life Insurance Endorsement Method Split Dollar Plan
Agreement without replacing it or the policy otherwise ceases to exist prior to
the death of Director, Santa Lucia Bank or the acquiring company shall pay to
Director Douglas C. Filipponi ($45,000.00) upon the surrender or otherwise
termination of the policy.  The
obligations set forth in the preceding sentence shall survive any termination
of this Agreement.


 


The provisions of this Agreement, and any
payment provided for hereunder, shall not reduce any amounts otherwise payable,
or in any way diminish Director’s existing rights, or rights which would accrue
solely as a result of the passage of time, under any employee benefit plan of
the Company, any employment agreement or other contract, plan or arrangement of
the Company, except to the extent necessary to prevent double payment under any
severance plan or program of the Company in effect at the date of the Change of
Control.


 


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5.                                       SUCCESSOR’S BINDING AGREEMENT


 


(i)  The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in form and substance satisfactory to Director expressly
to assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform if no such succession
had taken place.


 


(ii)  This Agreement shall inure to the
benefit of, and be enforceable by, Director’s personal or legal
representatives, executors, administrators, successors, heirs, distributes,
devises and legatees. If Director should die while any amounts would still be
payable to Director hereunder if Director had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to Director’s devisee, legatee or other designee or, if
there be no such designee, to Director’s estate.


 


6.                                       NOTICE.  For the purpose of this
Agreement, notices and all other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given when delivered
or mailed by United States registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth on the last page of
this Agreement, provided that all notices to the Company should be directed to
the attention of the Chairman of the Company’s Compensation Committee, or to
such other address as either party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.


 


7.                                       FURTHER ASSURANCES.  Each
party hereto agrees to furnish and execute such additional forms and documents,
and to take such further action, as shall be reasonable and customarily
required in connection with the performance of this Agreement or the payment of
benefits hereunder.


 


8.                                       MISCELLANEOUS.  No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by Director
and such officer as may be specifically designated by the Board of Directors of
the Company.  No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which is not set forth expressly in this
Agreement.  This Agreement contains the
entire agreement among the parties and supersedes and replaces any prior
agreement between the parties concerning the subject matter hereof.  The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
California.


 


9.                                       VALIDITY.  The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.


 


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10.                                 COUNTERPARTS.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.


 


11.                                 ARBITRATION.  Any dispute or controversy
arising or in connection with this Agreement shall, upon written request of one
party to the other, be submitted to and settled exclusively by arbitration
pursuant to the rules of the American Arbitration Association.  Judgment may be entered on the arbitrator’s
award in any court of competent jurisdiction. 
The cost of such arbitration, including reasonable attorney’s fees,
shall be borne by the losing party or in such proportions as the arbitrator(s) shall
decide.  Arbitration shall be the
exclusive remedy of Director and the Company and the award of the arbitrator(s) shall
be final and binding upon the parties. 
All reasonable costs, including reasonable attorney’s fees, incurred in
enforcing an arbitration award in court, or of seeking a court order to compel
arbitration, shall be borne by the losing party in such proceedings.


 


12.                                 ADVICE OF COUNSEL.  Director
acknowledges that he/she has been encouraged to consult with legal counsel of his/her
choosing concerning the terms of this Agreement prior to executing this
Agreement.  Any failure by Director to
consult with competent counsel prior to executing this Agreement shall not be a
basis for rescinding or otherwise avoiding the binding effect of this
Agreement.  The parties acknowledge that
they are entering into this Agreement freely and voluntarily, with full
understanding of the terms of this Agreement. 
Interpretation of the terms and provisions of this Agreement shall not
be construed for or against either party on the basis of the identity of the
party who drafted the terms or provisions in question.


 


14.                                 TAXES.


 


(i)                                     All payments to be made to Director under
this Agreement will be subject to required withholding of federal, state and
local income and employment taxes.


 


(ii)                                   In the event that any payment or benefit
(within the meaning of Section 280G(b)(2) of the Internal Revenue
Code, as amended (the “Code”)), to the Director or for his benefit paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise in connection with, or arising out of, his service as a director
of the Company or a Change in Control (including the accelerated exercise of
any stock options)(any such payment or benefit being a “Payment” or “Payments”),
would be subject to the excise tax imposed by Section 4999 of the Code or
any interest or penalties are incurred by the Director with respect to such
excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the “Excise Tax”), then the Director
will be entitled to receive an additional payment (a “Gross-Up Payment”) in an
amount equal to the total Excise Tax imposed on the Director as a result of
such Payments (including the Excise Tax reimbursement due pursuant to this
sentence and the Excise Taxes on any federal and state tax reimbursements due
pursuant to the next subsection).


 


(iii)                               If Company is obligated to pay the Director
pursuant to the preceding subsection, Company also shall pay the Director an
amount equal to the “total presumed federal and state taxes” that could be
imposed on the Director with respect to the Excise Tax reimbursements due to
the Director pursuant to the preceding subsection and the federal and state tax
reimbursements due to the Director pursuant to this sentence. For purposes of
the preceding sentence, the “total


 


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presumed
federal and state taxes” that could be imposed on the Director shall be
conclusively calculated using a combined tax rate equal to the sum of (a) the
highest individual income tax rate in effect under (i) Federal tax law and
(ii) the tax laws of the state in which the Director resides on the date
that the payment under this Section 14 is computed and (b) the
hospital insurance portion of FICA.


 


(iv)                              No adjustments will be made in this combined
rate for the deduction of state taxes on the federal return, the loss of
itemized deductions or exemptions, or for any other purpose for paying the
actual taxes. Director shall be responsible for paying the actual taxes.


 


(v)                                 An initial determination as to whether a
Gross-Up Payment is required pursuant to this Agreement and the amount of such
Gross-Up Payment shall be made at the Company’s expense by Vavrinek Trine Day &
Co. or by any successor accounting firm appointed by the Company prior to any
Change in Control (the “Accounting Firm”). 
The Accounting Firm shall provide its determination (the “Determination”),
together with detailed supporting calculations and documentation to the Company
and the Director within five days after the date the insurance policy referred
to in Section 4 is terminated or at such other time as requested by the
Company or by the Director (provided the Director reasonably believes that any
of the Payments may be subject to the Excise Tax) and if the Accounting Firm
determines that no Excise Tax is payable by the Director with respect to a
Payment or Payments, it shall furnish the Director with an opinion reasonably
acceptable to the Director that no Excise Tax will be imposed with respect to
any such Payment or Payments. Within ten days of the delivery of the
Determination to the Director, the Director shall have the right to dispute the
Determination (the “Dispute”). The Gross-Up Payment, if any, as determined
pursuant to this Section 8 shall be paid by the Company to the Director
within five days of the receipt of the Accounting Firm’s determination. The
existence of the Dispute shall not in any way affect the Director’s right to
receive the Gross-Up Payment in accordance with the Determination. Upon the
final resolution of a Dispute, the Company shall promptly pay to the Director
any additional amount required by such resolution. If there is no Dispute, the
Determination shall be binding, final and conclusive upon the Company and the
Director subject to the application of Section 14(vi) below.


 


(vi)                              Notwithstanding anything contained in this
Agreement to the contrary, in the event that according to the Determination, an
Excise Tax will be imposed on any Payment or Payments, the Company shall pay to
the applicable government taxing authorities as Excise Tax withholding, the
amount of the Excise Tax that the Company has actually withheld from the Payment
or Payments.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


 


	
  ATTEST:

  	
  SANTA LUCIA BANK

  
	
   

  	
  7480 El Camino Real

  
	
   

  	
  Atascadero, California 93422

  
	
   

  	
   

  
	
  /s/ John C. Hansen

  	
   

  	
  By:

  	
  /s/ Larry H. Putnam

  
	
  Witness

  	
  Its: Chief Executive Officer

  
	
   

  	
  Print name: Larry H. Putnam

  
				



 


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  THE DIRECTOR

  
	
   

  	
  7480 El Camino Real

  
	
   

  	
  Atascadero, California 93422

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ John C. Hansen

  	
   

  	
  /s/ Douglas C. Filipponi

  
	
  Witness

  	
  Douglas C. Filipponi

  
			



 
















 


EXHIBIT
A


 


LIFE INSURANCE



ENDORSEMENT METHOD SPLIT DOLLAR PLAN



AGREEMENT


 


	
  Insurer:

  	
  West Coast Life

  
	
   

  	
   

  
	
  Policy Number:

  	
  ULA349315

  
	
   

  	
   

  
	
  Bank:

  	
  Santa Lucia Bank

  
	
   

  	
   

  
	
  Insured:

  	
  Douglas C. Filipponi

  
	
   

  	
   

  
	
  Relationship of Insured to
  Bank:

  	
  Director

  



 


The respective rights and duties of the Bank
and the Insured in the above-referenced policy shall be pursuant to the terms
set forth below:


 




	
  I.

  	
   

  	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Refer to the
  policy contract for the definition of all terms in this Agreement.

  
	
   

  	
   

  	
   

  
	
  II.

  	
   

  	
  POLICY TITLE AND OWNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title and
  ownership shall reside in the Bank for its use and for the use of the Insured
  all in accordance with this Agreement. The Bank alone may, to the extent of
  its interest, exercise the right to borrow or withdraw on the policy cash values.
  Where the Bank and the Insured (or assignee, with the consent of the Insured)
  mutually agree to exercise the right to increase the coverage under the
  subject Split Dollar policy, then, in such event, the rights, duties and
  benefits of the parties to such increased coverage shall continue to be
  subject to the terms of this Agreement.

  
	
   

  	
   

  	
   

  
	
  III.

  	
   

  	
  BENEFICIARY DESIGNATION RIGHTS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Insured
  (or assignee) shall have the right and power to designate a beneficiary or
  beneficiaries to receive the Insured’s share of the proceeds payable upon the
  death of the Insured, and to elect and change a payment option for such

  






 

















 


beneficiary, subject to any
right or interest the Bank may have in such proceeds, as provided in this
Agreement.


 


IV.                              PREMIUM
PAYMENT METHOD AND BANK’S DUE DILIGENCE


 


Subject to the following, the Bank shall pay an amount equal to the
planned premiums and any other premium payments that might become necessary to
keep the policy in force. The Bank shall exercise due diligence in reviewing the
financial stability of the insurance company and the policy that are the
subject of this Agreement. If the Bank believes that the Insurer under the
policy is financially weak or that the policy is not performing well, the Bank
may, at any time, surrender the policy or substitute a different policy
provided that the Bank is under no obligation to invest in such replacement
policy any more than the proceeds available from the cash surrender value of
the original policy. The Director will cooperate by undertaking
any necessary medical examination. If the Bank chooses to surrender the
above-referenced policy without replacing it or the policy otherwise ceases to
exist prior to the death of the Insured, the Bank agrees to pay the Insured’s
named beneficiary(ies) Forty-Five Thousand Dollars ($ 45,000.00) as a death benefit under
Paragraph VI of this Agreement.


 


V.                                  TAXABLE
BENEFIT


 


Annually the Insured will receive a taxable benefit equal to the
assumed cost of insurance as required by the Internal Revenue Service. The Bank (or its administrator) will
report to the Insured the amount of imputed income each year on Form W-2
or its equivalent.


 


VI.                             DIVISION
OF DEATH PROCEEDS


 


Subject to Paragraphs IV, VII and IX herein, the division of the death
proceeds of the policy is as follows:


 


A.                                   If the Insured is
employed by the Bank, or has retired from the Bank on or subsequent
to the Insured attaining age sixty-five (65), then upon the death of the Insured, the Insured’s beneficiary(ies),
designated in accordance with Paragraph III,
shall be entitled to the amount
set forth in Exhibit A, attached hereto and fully incorporated herein by reference, that corresponds to the age of the Insured at the time of death,
or an amount equal to one hundred percent (100%) of the net-at-risk insurance
portion of the proceeds,
whichever amount is less. The net-at-risk
insurance portion is the total
proceeds less the cash value of the policy.


 


B.                                     The
Bank shall be entitled to the remainder of such proceeds.


 


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C.                                     The Bank and the
Insured (or assignees) shall share in any interest due on the
death proceeds on a pro rata basis as the proceeds due each respectively bears
to the total proceeds, excluding any such interest.


 


VII.                         DIVISION
OF THE CASH SURRENDER VALUE OF THE POLICY


 


The Bank shall at all times be entitled to an amount equal to the
policy’s cash value, as that term is defined in the policy contract, less any
policy loans and unpaid interest or cash withdrawals previously incurred by the
Bank and any applicable surrender charges. Such cash value shall be determined
as of the date of surrender or death as the case may be.


 


VIII.                     RIGHTS OF
PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS


 


In the event the policy involves an endowment or annuity element, the
Bank’s right and interest in any endowment proceeds or annuity benefits, on
expiration of the deferment period, shall be determined under the provisions of
this Agreement by regarding such endowment proceeds or the commuted value of
such annuity benefits as the policy’s cash value. Such endowment proceeds or
annuity benefits shall be considered to be like death proceeds for the purposes
of division under this Agreement.


 


IX.                              TERMINATION
OF AGREEMENT


 


This Agreement shall terminate upon the occurrence of any one of the
following:


 


A.                                   The Insured shall
leave the service of the Board of the Bank (voluntarily or involuntarily)
prior to attaining age sixty-five (65);


 


B.                                     The Insured shall
be discharged from service on the Board of the Bank for cause.
The term “for cause” shall mean any of the
following that result in an adverse effect on the Bank: (i) gross
negligence or gross neglect; (ii) the commission of a felony or gross
misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the
willful violation of any law, rule, or regulation (other than a traffic
violation or similar offense); (iv) an intentional failure to comply with
directives of the Board of Directors; (v) an intentional failure to
perform stated duties; or (vi) a breach of fiduciary duty involving
personal profit; or


 


C.                                     Surrender, lapse,
or other termination of the Policy by the Bank.


 


Upon such termination, the Insured (or  assignee)
shall have a fifteen (15) day option to receive from the Bank an absolute assignment
of the policy in


 


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consideration of a cash payment to the Bank, whereupon this Agreement
shall terminate. Such cash payment referred to hereinabove shall be the greater
of:


 


A.                                   The Bank’s share
of the cash value of the policy on the date of such assignment,
as defined in this Agreement; or


 


B.                                     The amount of the
premiums that have been paid by the Bank prior to the date of
such assignment.


 


If, within said fifteen (15) day period, the Insured fails to exercise
said option, fails to procure the entire aforestated cash payment, or dies,
then the option shall terminate and the Insured (or assignee) agrees that all
of the Insured’s rights, interest and claims in the policy shall terminate as
of the date of the termination of this Agreement.


 


The Insured expressly agrees that this Agreement shall constitute
sufficient written notice to the Insured of the Insured’s option to receive an
absolute assignment of the policy as set forth herein.


 


Except as provided above, this Agreement shall terminate upon
distribution of the death benefit proceeds in accordance with Paragraph VI
above.


 


X.                                  INSURED’S OR ASSIGNEE’S
ASSIGNMENT RIGHTS


 


The Insured may not, without the written consent of the Bank, assign to
any individual, trust or other organization, any right, title or interest in
the subject policy nor any rights, options, privileges or duties created under
this Agreement.


 


XI.                             AGREEMENT BINDING UPON THE
PARTIES


 


This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.


 


XII.                         ERISA PROVISIONS


 


The following
provisions are part of this Agreement and are intended to meet the requirements
of the Employee Retirement Income Security Act of 1974 (“ERISA”):


 


A.                                   Named Fiduciary and Plan Administrator.


 


The “Named Fiduciary and Plan Administrator” of this Endorsement Method
Split Dollar Agreement shall be Santa Lucia Bank until its resignation or
removal by the Board of Directors. As Named Fiduciary and Plan Administrator,
the Bank shall be responsible for the management,


 


4

















 


control, and administration of this Split Dollar Plan as established
herein. The Named Fiduciary may delegate to others certain aspects of the
management and operation responsibilities of the Plan, including the employment
of advisors and the delegation of any ministerial duties to qualified
individuals.


 


B.                                     Funding Policy.


 


The funding policy for this Split Dollar Plan shall be to maintain the
subject policy in force by paying, when due, all premiums required.


 


C.                                     Basis of
Payment of Benefits.


 


Direct payment by the Insurer is the basis of payment of benefits under
this Agreement, with those benefits in turn being based on the payment of
premiums as provided in this Agreement.


 


D.                                    Claim
Procedures.


 


Claim forms or claim information as to the subject policy can be
obtained by contacting Benmark, Inc. (800-544-6079). When the Named
Fiduciary has a claim which may be covered under the provisions described in the
insurance policy, they should contact the office named above, and they will
either complete a claim form and forward it to an authorized representative of
the Insurer or advise the named Fiduciary what further requirements are
necessary. The Insurer will evaluate and make a decision as to payment. If the
claim is payable, a benefit check will be issued in accordance with the terms
of this Agreement.


 


In the event that a claim is not eligible under the policy, the Insurer
will notify the Named Fiduciary of the denial pursuant to the requirements
under the terms of the policy. If the Named Fiduciary is dissatisfied with the
denial of the claim and wishes to contest such claim denial, they should
contact the office named above and they will assist in making an inquiry to the
Insurer. All objections to the Insurer’s actions should be in writing and
submitted to the office named above for transmittal to the Insurer.


 


XIII.                      GENDER


 


Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.


 


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  XIV.

  	
   

  	
  INSURANCE
  COMPANY NOT A PARTY TO THIS AGREEMENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Insurer shall not be deemed a party to
  this Agreement, but will respect the rights of the parties as herein developed upon receiving an
  executed copy of this Agreement. Payment or other performance in accordance
  with the policy provisions shall fully discharge the Insurer from any and all
  liability.

  
	
   

  	
   

  	
   

  
	
  XV.

  	
   

  	
  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 death 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 of Control. Upon a Change of Control, if the Insured’s
  service on the Board of the Bank is subsequently terminated, except for
  cause, then the Insured shall be one hundred percent (100%) vested in the
  benefits promised in this Agreement and, therefore, upon the death of the
  Insured, the Insured’s beneficiary(ies) (designated in accordance with
  Paragraph III) shall receive the death benefit provided herein as if the
  Insured had died while serving on the Board of the Bank (see Subparagraph VI [A]).

  
	
   

  	
   

  	
   

  
	
  XVI.

  	
   

  	
  AMENDMENT
  OR REVOCATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  It is agreed by and between the parties
  hereto that, during the lifetime of the Insured, this Agreement may be
  amended or revoked at any time or times, in whole or in part, by the mutual
  written consent of the Insured and the Bank.

  
	
   

  	
   

  	
   

  
	
  XVII.

  	
   

  	
  EFFECTIVE
  DATE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Effective
  Date of this Agreement shall be January 1, 2001

  
	
   

  	
   

  	
   

  
	
  XVIII.

  	
   

  	
  SEVERABILITY
  AND INTERPRETATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If a provision of this Agreement is held to
  be invalid or unenforceable, the remaining provisions shall nonetheless be
  enforceable according to their terms. Further, in the event that any
  provision is held to be overbroad as written, such provision shall be deemed
  amended to narrow its application to the extent necessary to make the
  provision enforceable according to law and enforced as amended.

  
	
   

  	
   

  	
   

  
	
  XIX.

  	
   

  	
  APPLICABLE
  LAW

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The validity
  and interpretation of this Agreement shall be governed by the laws of the
  State of California.

  



 


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Executed at Atascadero, California this 10th day of January, 2001.


 


 


	
   

  	
   

  	
  SANTA
  LUCIA BANK

  
	
   

  	
   

  	
  Atascadero,
  California

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Claudya
  Oglesby

  	
   

  	
  By:

  	
  /s/ Stanley
  R. Cherry

  	
  President

  
	
  Witness

  	
   

  	
  Stanley R.
  Cherry

  	
  Title 

  
	
  Claudya
  Oglesby

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Stanley
  R. Cherry

  	
   

  	
  /s/ Douglas
  C. Filipponi

  
	
  Witness

  	
   

  	
  Douglas C. Filipponi

  
	
  Stanley R.
  Cherry

  	
   

  	
   

  



 


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