Exhibit 10.8


 


FIRST AMENDMENT TO


 


AMENDED AND RESTATED EMPLOYMENT


 


AGREEMENT


 


THIS FIRST AMENDMENT TO THE AMENDED AND
RESTATED EMPLOYMENT AGREEMENT (the “First Amendment”)
is entered into as of October 15, 2008 between Larry Putnam (the “Executive”)and
Santa Lucia Bank, a banking company organized under the laws of California,
(the “Bank”) located in Atascadero, California.


 


WHEREAS, the
Executive and the Bank entered into the Amended and Restated Employment
Agreement (the “Agreement”) dated December 15, 2006;


 


WHEREAS, the
Executive and the Bank previously amended the Life Insurance Endorsement Method
Split Dollar Plan and in consideration of such amendment have agreed to amend
the Agreement to provide additional benefits to Executive;


 


NOW, THEREFORE, for good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the Executive and the Bank hereto agree as follows:


 


1.                                       Paragraph
8(e) of the Agreement is amended and restated in its entirety to read as
follows:


 


8(e)         Change in Control.
Concurrent with a Change in Control, the Bank shall pay to Executive a lump sum
payment equal to 2 times the amount of the Total Salary paid to Executive.  Such lump sum shall be paid concurrent with
the Change in Control.  In addition,
should the acquiring company choose to surrender the life insurance policy
maintained by the Bank under Executive’s Life Insurance Endorsement Method
Split Dollar Plan Agreement without replacing it or the policy otherwise ceases
to exist prior to the death of Executive, Santa Lucia Bank or the acquiring
company shall pay to Executive Three Hundred Thousand Dollars ($300,000).  The obligations set forth in the preceding
sentence shall survive any termination of this Agreement.


 


2.                                       Capitalized
terms used herein and not otherwise defined shall have the same meaning as set
forth in the Agreement.


 


3.                                       This
First Amendment may be entered into in one or more counterparts, all of which
shall be considered one and the same instrument, and it shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart.


 


4.                                       Except
as expressly modified herein, the terms of the Agreement are confirmed.


 

















 


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


 


 


	
  Attest:

  	
   

  	
  Bank:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Santa Lucia Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Larry H. Putnam

  	
   

  	
  /s/ John C. Hansen

  
	
  Witness

  	
   

  	
  Name: John C. Hansen

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Executive:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ John C. Hansen

  	
   

  	
  /s/ Larry H. Putnam

  
	
  Witness

  	
   

  	
  Larry H. Putnam

  



 


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