Exhibit 10.4


 


AGREEMENT


 


This Agreement is made and is effective as of
October 15, 2008 by and between Santa Lucia Bank (“Company”) and Stanley
R. Cherry (“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 


 


1

















 


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 Stanley R. Cherry ($375,000.00) 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


 


4

















 


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/ Stanley R. Cherry

  
	
  Witness

  	
   

  	
  Stanley R. Cherry

  



 
















 


EXHIBIT A


 


LIFE INSURANCE


 


ENDORSEMENT METHOD SPLIT DOLLAR PLAN


 


AGREEMENT


 


	
  Insurer:

  	
   

  	
  Alexander Hamilton

  
	
   

  	
   

  	
  Chubb

  
	
   

  	
   

  	
  The Mutual Group/IMG Life
  Insurance Company

  
	
   

  	
   

  	
  Transamerica

  
	
   

  	
   

  	
  West Coast Life

  
	
   

  	
   

  	
   

  
	
  Policy Number:

  	
   

  	
  10199480

  
	
   

  	
   

  	
  659024687

  
	
   

  	
   

  	
  600365

  
	
   

  	
   

  	
  50281760

  
	
   

  	
   

  	
  ULA349308

  
	
   

  	
   

  	
   

  
	
  Bank:

  	
   

  	
  Santa Lucia Bank

  
	
   

  	
   

  	
   

  
	
  Insured:

  	
   

  	
  Stanley R. Cherry

  
	
   

  	
   

  	
   

  
	
  Relationship of Insured to
  Bank:

  	
   

  	
  Executive

  



 


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 Executive 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) Three Hundred and Seventy-Five
Thousand Dollars and No/00ths ($ 375,000.00) 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 (60), 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,


 


2

















 


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.


 


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 employment of the Bank (voluntarily or involuntarily)
prior to attaining age sixty (60);


 


B.                                    The Insured shall
be discharged from employment with 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; 


 


3

















 


(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
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”):


 


4

















 


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, 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.


 


5

















 


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.


 


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 employment
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 employed by the Bank (see
Subparagraphs VI [A] & [B]).


 


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


 


6

















 


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.


 


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


 


	
   

  	
   

  	
  SANTA
  LUCIA BANK

  
	
   

  	
   

  	
  Atascadero,
  California

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Sharon Satterthwaite

  	
   

  	
  By:

  	
  /s/ John C. Hansen

  	
  SVP-CFO

  
	
  Witness

  	
   

  	
  John C. Hansen

  	
  Title 

  
	
  Sharon Satterthwaite

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Claudya
  Oglesby

  	
   

  	
  /s/ Stanley
  R. Cherry

  
	
  Witness

  	
   

  	
  Stanley R.
  Cherry

  
	
  Claudya Oglesby

  	
   

  	
   

  



 


7