**Exhibit 10.13**

**AMENDED AND RESTATEDEMPLOYMENT AGREEMENT**

This Amended and Restated Employment Agreement (this “**Agreement**”) is made this 28th day of August, 2006 (the “**Effective Date**”), by and between MISSION COMMUNITYBANK (the “**Bank**”), having aprincipal place of business at 581 Higuera Street, San Luis Obispo, California 93406,and ANITA M. ROBINSON (“**Executive**”),whose residence address is 8570 Corriente Road, Atascadero, California 93422,with reference to the following:

**R E C I T A L S**

**WHEREAS**, the Bank is a banking corporation duly organized, validly existing,and in good standing under the laws of the State of California, with power toown property and carry on its business as it is now being conducted;

**WHEREAS**, the Bank desires to continue to avail itself of the skill, knowledge,and experience of Executive in order to insure the successful management of itsbusiness;

**WHEREAS**, the Bank and Executive entered into that certain Employment Agreementeffective January 1, 2002 (the “**OriginalAgreement**”), which Original Agreement has been amended by mutualagreement of the parties through the Effective Date;

**WHEREAS**, the parties hereto desire to specify the terms of Executive’s continuedemployment by the Bank as controlling Executive’s continued employment with theBank; and

**WHEREAS**, the parties wish to enter into this Agreement to reflect the OriginalAgreement as amended by the parties through the Effective Date and to supersedethe Original Agreement;

**NOW, THEREFORE**, in consideration of the mutual covenantshereinafter set forth, and intending to be legally bound, it is agreed thatfrom and after the Effective Date, the following terms and conditions shallapply to Executive’s said employment:

**A G R E E M E N T**

A.                                   TERM OF EMPLOYMENT

1.                                       Term. The Bank hereby employs Executive and Executive hereby acceptsemployment with the Bank for the period commencing on January 1, 2002 andterminating on December 31, 2007, unless terminated earlier as provided for inthis Agreement (the “**Term**”). Whereused herein, “Term” shall refer to the entire period of employment of Executiveby Bank hereunder, whether for the period provided above, including anyextensions thereof, or whether terminated earlier as hereinafter provided.

B.                                     DUTIES OF EXECUTIVE

1.                                       Duties. Executive shall perform the duties of President and Chief ExecutiveOfficer of the Bank, subject to the powers by law vested in the Board ofDirectors 

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ofthe Bank and in the Bank’s shareholders. The duties of Executive may be changedfrom time to time by the mutual consent of Executive and Bank without resultingin a rescission of this Agreement. Notwithstanding any such change from theduties originally assigned and specified above, or hereafter assigned, theemployment of Executive shall be construed as continuing under this Agreementas modified; provided, however, any material changes in Executive’s duties,without Executive’s consent, shall be construed as a termination of Executivewithout cause. During the Term, Executive shall perform exclusively theservices herein contemplated to be performed by Executive faithfully,diligently, and to the best of Executive’s ability, consistent with the highestand best standards of the banking industry and in compliance with allapplicable laws and the Bank’s Articles of Incorporation, Bylaws, and internalwritten policies.

2.                                       Conflicts of Interest. Except as permitted by the prior writtenconsent of the Board of Directors of the Bank, Executive shall devote Executive’sentire productive time, ability, and attention to the business of the Bankduring the Term, and Executive shall not directly or indirectly render anyservices of a business, commercial, or professional nature, to any otherperson, firm, or corporation, whether for compensation or otherwise, which arein conflict with the Bank’s interest. 

C.                                     COMPENSATION

1.                                       Base Salary. For Executive’s services hereunder, commencing January 1, 2005, theBank shall pay or cause to be paid as annual base salary to Executive the sumof One Hundred Sixty-Five Thousand Dollars ($165,000) for each year (i.e.,12-month period) of the Term (the “**Base Salary**”).Said salary shall be payable in equal installments in conformity with Bank’snormal payroll periods. Annual adjustments, if any, commencing January 1, 2006,may be made in the sole discretion of the Board of Directors.

2.                                       Bonuses. During the Term, Executive shall be entitled to receive as anincentive, a bonus as determined and payable in accordance with the Bank’s Officers’Incentive Compensation Program as set forth on Exhibit “A” hereto, as it may beamended from time to time by mutual agreement of the Board of Directors andExecutive, together with such other bonus as the Board of Directors shalldetermine from time to time in its sole and absolute discretion (collectively,the “**Incentive Bonus**”).

D.                                    EXECUTIVE BENEFITS

1.                                       Vacation and Sick Pay. Executive shall be entitled to four (4)weeks vacation during each year of the Term; provided, however, that for eachyear of the Term, Executive is required to and shall take at least two (2)weeks of said vacation (the “**Mandatory Vacation**”),which shall be taken consecutively. Any vacation time not used in excess of theMandatory Vacation may be accumulated in accordance with Bank’s PersonnelPolicy. Executive shall also be entitled to sick pay in accordance with Bank’sPersonnel Policy.

2.                                       Automobile Allowance. During the Term, the Bank shall provideExecutive with a $ 650.00 per month automobile allowance. Provided the Bankpays the foregoing automobile allowance, the Bank shall have no other duty,responsibility or liability on account of Executive’s automobile and at alltimes during the Term, Executive shall maintain such insurance on theautomobile including, without limitation, liability for personal 

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injuryand property damage as the Bank shall from time to time reasonably require toprotect Bank against any loss which may arise from Executive’s use of theautomobile while working for the Bank.

3.                                       Group Medical and Life Insurance Benefits. The Bank shall provide for Executive, atBank’s expense, participation in the Bank’s existing medical, dental, vision, accident,health and life insurance benefits in accordance with benefits provided to Bankemployees generally, but at a level commensurate with other officers of theBank; provided however, that Executive shall be provided $550,000 in lifeinsurance benefits (collectively, the “**Insurance Coverage**”).Said Insurance Coverage shall be in existence as of the Effective Date hereofand shall continue throughout the Term. The Bank’s liability to Executive forany breach of this Paragraph D.3 shall be limited to the amount of premiumsrequired hereunder to be payable by the Bank to obtain or maintain, as applicable,the coverages contemplated herein.

4.                                       Stock Options. All options to purchase shares of theauthorized but unissued Common Stock of Mission Community Bancorp (the “**Company**”) heretofore granted to Executive shall remain infull force and effect subject to the terms and conditions of those options asso granted. The Bank and Executive acknowledge and agree that as of the EffectiveDate Executive has been granted options which remain unexercised to purchasethose shares of the Company’s Common Stock as listed on Exhibit “B” hereto.

5.                                       Additional Benefits. Executive shall be entitled to participatein all programs, rights and benefits for which Executive is otherwise entitledunder any 401(k) plan, bonus plan, incentive plan, participation plan, extracompensation plan, pension plan, profit sharing plan, savings plan, life,medical, dental, other health care, disability or other insurance plan orpolicy or other plan or benefit Bank may provide for senior executives or foremployees of Bank generally, from time to time, in effect during the Term. 

E.                                      REIMBURSEMENT FOR BUSINESS EXPENSES

1.                                       Business Expenses. Executive shall be entitled toreimbursement by the Bank for any ordinary and necessary business expensesincurred by Executive in the performance of Executive’s duties and in actingfor the Bank during the Term, which types of expenditures shall be determinedby the Board of Directors, provided that:

(a)                                  Each such expenditure is of a naturequalifying it as a proper deduction on the federal and state income tax returnsof the Bank as a business expense and not as a deductible compensation toExecutive; and

(b)                                 Executive furnishes to the Bank adequaterecords and other documentary evidence required by federal and state statutesand regulations issued by the appropriate taxing authorities for thesubstantiation of such expenditures as deductible business expenses of the Bankand not as deductible compensation to Executive.

2.                                       Reimbursement. Executive agrees that, if at any timepayment made to Executive by Bank for business expense reimbursement shall bedisallowed in whole or in part as deductible business expense by theappropriate taxing authorities, the amount so disallowed shall be treated astaxable compensation to Executive.

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F.                                      TERMINATION

1.                                       Termination for Cause. The Bank may terminate Executive’semployment at any time by action of the Board of Directors for “cause” if:

(a)                                  Executive fails to perform or habituallyneglects the duties which Executive is required to perform hereunder;

(b)                                 if Executive engages in illegal activitywhich materially adversely affects the Bank’s reputation in the community orwhich evidences the lack of Executive’s fitness or ability to perform Executive’sduties as reasonably determined by the Board of Directors, in good faith;

(c)                                  Executive commits any act which would causetermination of coverage under the Bank’s Bankers’ Blanket Bond as to Executive oras to the Bank as a whole;

(d)                                 any regulatory authority having supervisory authorityover Bank exercises its cease and desist powers to remove Executive from officeor advises Bank that Executive should be removed from office;

(e)                                  if the Bank is closed by or taken over by theCalifornia Commissioner of Financial Institutions or other supervisoryauthority, including the Federal Deposit Insurance Corporation;

(f)                                    in the event of Executive’s death, or ifExecutive is found to be physically or mentally incapable of performingExecutive’s duties for a period of ninety (90) days or greater by the Board ofDirectors, in good faith; or

(g)                                 any other act or omission which wouldconstitute “cause” under California law occurs. Such termination shall notprejudice any remedy which the Bank may have at law, in equity, or under thisAgreement.

Termination pursuant to this Paragraph F.1 shall become effective two(2) days after written notice of termination.

2.                                       Change in Control Event. In the event of a “Change of Control”Executive’s employment with the Bank may not be terminated by Bank, thesurviving or resulting entity or the transferee of the Bank’s assets. In theevent of a “Change of Control” Executive may terminate Executive’s employmentunder this Agreement for “Good Cause.”

(a)                                              A Change of Control shall be deemed to haveoccurred if:

(i)                                      there shall be consummated (A) anyconsolidation or merger of the Company, other than a merger of the Company inwhich the holders of the Company’s Common Stock immediately prior to the mergerhave substantially the same proportionate ownership of common stock of thesurviving corporation immediately after the merger, in which the Company is notthe continuing or surviving corporation, or pursuant to which shares of theCompany’s Common Stock would be converted in whole or in part into cash,securities or other property, if as a result of the consolidation or merger,the continuing or 

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survivingcorporation acquired more than 50% of the total fair market value or totalvoting power of the Company’s Common Stock, or (B) any sale, lease, exchange ortransfer (in one transaction or a series of related transactions) of all orsubstantially all the assets (which shall be defined as more than 40% of thetotal gross fair market value of all of the assets) of the Company, or

(ii)                                  the shareholders of the Company shall approveany plan or proposal for the liquidation or dissolution of the Company, or

(iii)                               any “person” (as such term is used in Sections 13(d)(3) and 14(d)(2) ofthe Securities Exchange Act of 1934 (the “Exchange Act”)), other than theCompany or a subsidiary thereof or a corporation owned, directly or indirectly,by the shareholder of the Company, shall become the beneficial owner (withinthe meaning of Rule 13(d)(3) under the Exchange Act) of securities of theCompany representing 35% or more of the combined voting power of the Company’sthen outstanding securities ordinarily (and apart from rights accruing inspecial circumstances) having the right to vote in the election of directors,as a result of a tender or exchange offer, open market purchases, privatelynegotiated purchases or otherwise, or

(iv)                              at any time during a twelve-month period, individuals who, at thebeginning of such period, constituted the Board of Directors of the Companyshall cease for any reason to constitute at least a majority thereof, unlessthe election or the nomination for election by the Company’s shareholders ofeach new director during such twelve-month period was approved by a vote of atleast two-thirds of the directors then still in office who were directors atthe beginning of such twelve-month period, or

(v)                                 any “person” (as such term is used inSections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934 (the “ExchangeAct”)), other than the Company, Bank or a subsidiary thereof or a corporationowned, directly or indirectly, by the shareholder of the Company or Bank, shallbecome the beneficial owner (within the meaning of Rule 13(d)(3) under theExchange Act) of securities of the Bank representing 35% or more of thecombined voting power of the Bank’s then outstanding securities ordinarily (andapart from rights accruing in special circumstances) having the right to votein the election of directors, as a result of a tender or exchange offer, openmarket purchases, privately negotiated purchases or otherwise.

(b)                                 The following shall constitute “Good Cause”:

(i)                                     subsequent to a Change of Control, andwithout Executive’s express written consent, the assignment to Executive of anyduties substantially inconsistent with Executive’s positions, duties,responsibilities and status with Bank immediately prior to the Change ofControl, or a substantial change in Executive’s reporting responsibilities,titles or offices as in effect immediately prior to the Change of Control, orany removal of Executive from or any failure to re-elect Executive to any ofsuch positions, except in connection with the termination of Executive’semployment pursuant to Paragraph F.1 hereof, or as a result of Executive’sretirement, or by Executive other than for Good Cause;

(ii)                                  subsequent to a Change of Control a 10% orgreater reduction by Bank in Executive’s Base Salary and benefits as in effecton the Effective Date 

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oras the same may be increased from time to time;

(iii)                               subsequent to a Change of Control and without Executive’s expresswritten consent, Bank’s requiring Executive to be based anywhere other thanwithin 15 miles of Bank’s main office location immediately prior to the Changeof Control, exclusive of required travel on Bank business; or

(iv)                              subsequent to a Change of Control, the failure by Bank to obtain theassumption of the agreement to perform this Agreement by any successor ascontemplated in Paragraph G.5 hereof.

3.                                       Termination Without Cause. Notwithstanding anything to the contrarycontained herein, it is agreed by the parties hereto that either the Bank orExecutive may at any time elect to terminate Executive’s employment by the Bankfor any reason. Such termination shall be effective upon the giving of not lessthan five (5) days prior written notice where the Bank is terminating Executive’semployment and upon the giving of not less than sixty (60) days’ prior writtennotice where Executive is terminating her employment hereunder.

4.                                       Expiration of Term Without Renewal. If the Bank is unwilling, for any reasonwhatsoever, to enter into a new employment agreement with Executive at theexpiration of the full Term, or the Executive and Bank are unable to reach amutually agreeable contract prior to the expiration of a full Term, orExecutive decides to retire or to take employment elsewhere at the expirationof the full Term, then Executive’s employment with Bank shall terminate at theend of the full Term.

5.                                       Effect of Termination.

(a)                                  In the event Executive’s employment with Bankis terminated for any of the reasons specified in Paragraphs F.1 or F.3 (as aresult of Executive’s election to terminate) of this Agreement, Executive shallbe entitled to (i) the Base Salary and Incentive Bonus earned by Executiveprior to the date of termination, computed pro rata up to and including thatdate, and (ii) accrued but unused vacation time, but Executive shall beentitled to no further compensation or benefits otherwise provided for orcontemplated under this Agreement.

(b)                                 In the event Executive’s employment with Bankis terminated pursuant to Paragraph F.3 of this Agreement (as a result of Bank’selection to terminate and no Change of Control has occurred), Executive shallbe entitled to (i) the Base Salary and Incentive Bonus earned by Executiveprior to the date of termination, computed up to and including that date, (ii)accrued but unused vacation time, and (iii) an amount equal to six (6) monthsof Executive’s Base Salary in effect immediately prior to the date oftermination, payable in equal installments over six (6) months in accordancewith the Bank’s normal payroll periods.

(c)                                  In the event Executive’s employment with Bankis terminated pursuant to Paragraph F.2 of this Agreement (as a result of Executive’selection to terminate for Good Cause), or by Bank or the resulting or survivingentity pursuant to Paragraph F.3 after a Change of Control has occurred, Executiveshall be entitled to (i) the Base Salary and Incentive Bonus earned byExecutive prior to the date of termination, computed pro rata up to 

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andincluding that date, (ii) accrued but unused vacation time, (iii) thecontinuation of the Insurance Coverage as provided in Paragraph D.3 hereof andthe automobile allowance as provided in Paragraph D.2 hereof for a period ofsixty (60) months from and after the date of termination, and (iv) an amountequal to sixty (60) months of Executive’s Base Salary in effect immediately priorto the date of termination in a lump sum payment.

(d)                                 The payment of such benefits shall dischargeBank from any further liability to Executive under this Agreement.

(e)                                  In the event Executive’s employment with Bankand the Term are terminated pursuant to Paragraph F of this Agreement, theprovisions of Paragraph G hereof shall survive said termination and shall inureto the benefit of and be binding upon the parties hereto and their respectiveexecutors, administrators, successors and assigns.

(f)                                    In the event Executive’s employment with Bankis terminated in accordance with this Paragraph F of this Agreement (whether byExecutive or Bank) and at such time Executive is a member of the Board ofDirectors of Company, Bank or any subsidiary thereof, or holds any other officethereof, Executive shall, and hereby agrees to, tender Executive’s resignationfrom the Board of Directors of the Company, Bank and all subsidiaries thereofand any committees thereof and all other offices of the Company, Bank and allsubsidiaries thereof then held by Executive effective on the date oftermination. If such resignation is not received by the Bank within three (3)days after the date of termination, Executive hereby authorizes and directs theBoard of Directors of all such entities to consider the failure to so act asExecutive’s resignation from all said positions effective as of the date oftermination.

G.                                     GENERAL PROVISIONS

1.                                       Trade Secrets. During the Term, Executive will have accessto and become acquainted with what Executive and Bank acknowledge are tradesecrets; to wit, knowledge or data concerning the Bank, including itsoperations and methods of doing business, and the identity of customers of theBank, including knowledge of their financial condition and their financialneeds. Executive shall not disclose any of the aforesaid trade secrets,directly or indirectly, or use them in any way, either during the Term or for aperiod of five (5) years after the termination of this Agreement, except asrequired in the course of Executive’s employment with the Bank.

2.                                       Covenant Not to Interfere. Executive hereby covenants and agrees thatExecutive will not during the Term, or for the period during which Executivereceives any compensation from Bank, whether pursuant to this Agreement orotherwise, plus an additional period of one (1) year, disrupt, damage, impairor interfere with the business of Bank, whether by way of interfering with orraiding its employees, disrupting its relationships with customers or theiragents, representatives or vendors, or otherwise. After termination ofemployment, Executive is not, however, restricted from being employed by orengaging in a competing business.

3.                                       Return of Documents. Executive expressly agrees that all manuals,documents, files, reports, studies, instruments, or other materials used and/ordeveloped by Executive during the Term are solely the property of the Bank, andthat Executive has no right, title, or interest therein.  Upon termination of this Agreement, Executiveor Executive’s 

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representativeshall promptly deliver possession of all of said property to the Bank in good condition.

4.                                       Notices. All notices, demands, or other communications hereunder shall be inwriting and shall be delivered in person (professional courier acceptable); orby United States mail, certified or registered, postage prepaid, with returnreceipt requested; or by facsimile transmission; or otherwise actually delivered,to the addresses for the parties appearing at the inception of thisAgreement.  The persons or addresses towhich mailings or deliveries shall be made may change from time to time bynotice given pursuant to the provisions of this Paragraph G.4.  Any notice, demand, or other communicationgiven pursuant to this Agreement shall be deemed to have been given on the dateactually delivered, if delivered in person, three (3) days following the datemailed, if delivered by U.S. mail, or upon written confirmation oftransmission, if delivered by facsimile.

5.                                       Benefit of Agreement.  ThisAgreement shall inure to the benefit of and be binding upon the parties heretoand their respective executors, administrators, successors and assigns.

6.                                       Review by Counsel. Executive represents and warrants to the Bank that she has had thisAgreement reviewed by independent legal counsel of her choice, or if she hasnot, that she has had the opportunity to do so, and hereby waives any claim, objection,or defense on the grounds that this Agreement has not been reviewed by legalcounsel of her choice.

7.                                       California Law.  ThisAgreement is to be governed by and construed in accordance with the laws of theState of California.

8.                                       Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience only andare not a part of this Agreement and shall not be used in construing thisAgreement.

9.                                       Invalid Provisions. Should any provision of the Agreement for any reason by declaredinvalid, void, unenforceable by a court of competent jurisdiction, the validityand binding effect of any remaining portion shall not be affected, and theremaining portions of this Agreement shall remain in full force and effect asif this Agreement had been executed with said provisions eliminated.

10.                                 Entire Agreement.  ThisAgreement and the other agreements, plans or documents specifically referred toherein, including Stock Option Agreements, contain the entire agreement of theparties.  This Agreement supersedes anyand all other agreements, either oral or in writing, between the parties withrespect to the employment of Executive by the Bank, including the OriginalAgreement and any Salary Protection Agreement.  Each party to this Agreement acknowledges that no representationinducements, promises, or agreements, oral or otherwise, have be made by anyparty, or anyone acting on behalf of any party, which are not embodied herein,and that no other agreement, statement, premise not contained in this Agreementshall be valid or binding. This Agreement may not be modified or amended byoral agreement but only by an agreement in writing signed by both the Bank andExecutive.

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**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement as of the day andyear first above written.
|            | **MISSION COMMUNITY BANK** |
|------------|----------------------------|
| ** ** |                       |
| ** ** |                       |
|       | By:                        | /s/ William B. Coy |   |
|       |                       | William B. Coy |   |
|       | Its:                       | Chairman of the  Board of Directors |   |
|       |                       |   |   |
|       |                       |   |   |
|       | By:                        | /s/ Roxanne Carr |   |
|       |                       | Roxanne Carr |   |
|       | Its:                       | Vice Chairman of  the Board of Directors |
|       |                       |   |   |
|       |                       |   |   |
| ** ** | **EXECUTIVE**              |
| ** ** | ** **                 |
|       | /s/ Anita M. Robinson      |   |
|       | ANITA M. ROBINSON          |
|            |                            |  |  |  |  |

 

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**Exhibit A**

**BANK’S OFFICERS’ INCENTIVE COMPENSATION PROGRAM**

**PURPOSE**

The purpose of theIncentive Compensation Plan (“Plan”) is to provide an incentive to keyemployees to improve the Bank’s financial performance, and to provide a vehiclefor awarding exceptional performance. Incentives are based on the achievementof annual financial objectives consistent with the Bank’s long-term goals.

**ELIGIBLITY**

All CorporateOfficers and designated Loan Officers of Mission Community Bank are eligible toparticipate in the Plan. Target awards are based on production and grouping.

A minimum of threemonths continuous service with Mission Community Bank is necessary in order tobe eligible for an award under the Plan.

**PLANADMINISTRATION**

A PersonnelCommittee of the Board of Directors (“Committee”) administers the Plan, whichapproves:  (1) plan participants, (2)bonus award levels, (3) bank and business unit objectives and targetperformance levels. The Committee also approves final incentive payouts. ThePresident and CEO of the Bank is delegated the responsibility for the day-today administration of the Plan, the objectives and the awards for theexecutives and staff.

**PERFORMANCEOBJECTIVES**

Awards under thePlan are based on achievement of annual Bank objectives and Business Unitobjectives. The weighting of Bank objectives and Business Unit objectives isdependent on the position the participating employee holds within the Bank.
| **Bonus Opportunity for:**                                                                                                    | ** ** | **Bank   Objectives** | ** ** | **Production   Objectives** | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|------------|----------------------------------|------------|
| ·              President & CEO                                |       | 100                        | %          | 0                                | %          |
| ·              Executive Vice Presidents                          |       | 100                        | %          | 0                                | %          |
| ·              SVP’s, VP’s, and AVP’s (Support)    |       | 100                        | %          | 0                                | %          |
| ·              SVP’s, VP’s, and AVP’s (Production) |       | 20                         | %          | 80                               | %          |
| ·              Designated Loan Officers                           |       | 0                          | %          | 100                              | %          |

 

Bank and BusinessUnit objectives are specified in advance of the Plan year and approved by thePresident & CEO and the Board.

**BUSINESS UNIT AND SBA PRODUCTION OBJECTIVES**

Productionobjectives are established for each participating Business Unit based on theBank’s annual goals and budget. Production objectives are specified in advanceof the Plan year. The department head of each branch or production BusinessUnit will determine with his/her production officers how they will achievetheir Business Unit’s production objective.

Depending onannual goals for the Business Unit, production objectives will typicallyinclude commercial and construction loans, commercial real estate loans,consumer loans, equity lines of credit, deposits, retention, and servicing. Themeasurement of Business Unit objectives will be based on net loan or depositgrowth.  In addition, award payoutguidelines include the following stipulations:

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·                  Loans which are 60 consecutive daysdelinquent for payment or by maturity, or are adversely classed as “substandard”or “doubtful” during the first twelve months of the a loan will result in a 50%commission charge back to the production officer.

·                  Loans which are classified “loss”during the first twelve months of a loan will result in a 100% commissioncharge back to the production officer.

·                  CommercialLines of Credit will be commissioned at 50% of the commitment amount.

The Bank offers aseparate Brokered Loan Incentive Program. The loans that are brokered to a secondary market lender are paid areferral fee and are not a part of the production objectives.

**Bonus Opportunity for ProductionObjectives:  Business Unit**
| **Commercial  & Construction Loans** | ** ** | ** ** | ** ** |
|------------------------------------------|------------|------------|------------|
| Below minimum objectives                 |       | -0-        |       |
| Minimum objectives met (80% of goal)     |       | 5  BP      |       |
| Target objectives met (100% of goal)     |       | 10  BP     |       |
| **Commercial  Real Estate Loans**        | ** ** | ** ** | ** ** |
| Below minimum objectives                 |       | -0-        |       |
| Minimum objectives met (80% of goal)     |       | 3  BP      |       |
| Target objectives met (100% of goal)     |       | 7  BP      |       |
| **Deposits  (DDA/MMA)**                  | ** ** | ** ** | ** ** |
| Below minimum objectives                 |       | -0-        |       |
| Minimum objectives met (80% of goal)     |       | 5  BP      |       |
| Target objectives met (100% of goal)     |       | 10  BP     |       |
| **Consumer  Equity Lines/Loans**         | ** ** | ** ** | ** ** |
| Any Amount                               |       | $50 fixed  |       |
| **Leases**                               | ** ** | ** ** | ** ** |
| Any Amount                               |       | $100 fixed |       |

 

**Bonus Opportunity for ProductionObjectives:  SBA Business Unit**
| **Non-Broker**                    | ** ** | ** ** | ** ** |
|-----------------------------------|------------|------------|------------|
| $0 - $1,000,000                   |       | -0-        |       |
| $1,000,001 - $3,999,999           |       | 25BP       |       |
| $4,000,000 - $9,000,000           |       | 35BP       |       |
| Over $9,000,000                   |       | 45BP       |       |
| **Internal  Referral, No Broker** | ** ** | ** ** | ** ** |
| $0 - $1,000,000                   |       | -0-        |       |
| $1,000,001 - $3,999,999           |       | 15BP       |       |
| $4,000,000 - $9,000,000           |       | 20BP       |       |
| Over $9,000,000                   |       | 25BP       |       |

 

**INCENTIVEAWARDS**

**Incentive awards for BusinessUnits are paid out quarterly and at the end of the Plan year.  If the Business Unit achieves its quarterlyobjectives, 50% of its earned incentive is paid out to Participants.  The Business Unit must meet at least 80% ofits overall quarterly objectives for an incentive payout.  The amount of the payout to each individualofficer is based on the production of the individual officer.**

**The other 50% of the BusinessUnit’s earned incentive will be distributed at the end of the Plan year basedon the achievement of the Plan year’s production objectives.  The earned incentive will be held in accountfor year-end “true-up” and potential payout. The Business Unit must meet at least 80% of its overall productionobjectives for the Plan year to be eligible for the final incentivepayout.  In addition, if the Bank doesnot meet at least 80% of its overall objectives, all final payout isforfeited.  The incentive amountdistributed is based upon the production of each individual officer within theBusiness Unit.**

**Corporate and Production LoanOfficers (Underwriters) in the SBA Business Unit will share in the incentivepayout 50/50 between the originating Officer and Underwriter.  The incentive payout will be quarterly and atthe end of the year.  The SBA incentivepayout follows the same guidelines as all other Business Units.  The payout**

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**is on a 50/50 basis withquarterly incentive payouts if 80% of the production objective are met, “trued-up”final payout at year-end contingent upon meeting at least 80% of the overallproduction objectives, and the Bank realizing at least 80% of its overallobjectives.**

**Final awards for the Bank arepaid in cash following the end of the Plan year.  Individual employee awards are calculatedagainst the achievement of Bank objectives as shown below (as % of basesalary).**

**Participants must be employedwith the Bank when incentive is paid out to be eligible for the award.**

**Incentive awards will be paidon a pro-rata basis if the Participant does not have full year of serviceduring the plan year.  Incentive awardsare based on the Participant’s base salary for bank objectives.  Other bonuses, incentives, benefits, or perksare not included in total wages for incentive award payout.**

**BonusOpportunity for Bank Objectives**
| ** ** | ** ** | ** **                                               | ** ** | **Minimum  (80% of   Goals)** | ** ** | **Target  (100%   Goals)** | ** ** | **Maximum** | ** ** |
|------------|------------|----------------------------------------------------------|------------|-----------------------------------------|------------|---------------------------------|------------|-------------|------------|
| Group  1:  | ** ** | ·     Chief Executive Officer   |       | 15                                      | %          | 20                              | %          | Unlimited   |       |
| Group  2:  | ** ** | ·     Executive Vice Presidents |       | 10                                      | %          | 15                              | %          | Unlimited   |       |
| Group  3:  | ** ** | ·     Senior Vice Presidents    |       | 8                                       | %          | 12                              | %          | Unlimited   |       |
| Group  4:  | ** ** | ·     Vice Presidents           |       | 7                                       | %          | 10                              | %          | Unlimited   |       |
| Group 5:   | ** ** | ·     Assistant Vice Presidents |       | 7                                       | %          | 10                              | %          | Unlimited   |       |

 

**TERMINATIONOF EMPLOYMENT**

**Unless determined otherwiseby the Committee, a Participant who terminates employment with the Bank or isterminated by the Bank is not eligible to receive an incentive awards.**

**In the event of competitiveactivity, failure to cooperate with the Bank or conduct detrimental to the bestinterest of the Bank, the Committee may, at its discretion, remove aparticipant from the Plan.**

**DEFINITIONS**
| The “Plan”               |   | Incentive Compensation Plan of Mission Community  Bank                                                                                |
|------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------|
|                               |   |                                                                                                                                  |
| “Participants”           |   | All active Corporate Officers and designated Loan  Officers of Mission Community Bank with a minimum of 3 months continuous  service. |
|                               |   |                                                                                                                                  |
| The “Bank”               |   | Mission Community Bank                                                                                                                |
|                               |   |                                                                                                                                  |
| The “Committee”          |   | The Personnel Committee of the Board of Directors                                                                                     |
|                               |   |                                                                                                                                  |
| “Production  Objectives” |   | Production objectives are established at the  beginning of each annual performance period                                             |

 

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**Exhibit B**

**STOCK OPTIONS**
| Date   of Grant | ** ** | **Option   Shares Granted** | ** ** | **Option  Shares Unexercised** | ** ** | **Price  Per Share** | ** ** |
|---------------------------|------------|---------------------------------------|------------|-------------------------------------|------------|---------------------------|------------|
| 1/20/98                   |       | 2,000                                 |       | 2,000                               |       | $                         | 10.00      |   |
| 1/20/98                   |       | 18,000                                |       | 18,000                              |       | $                         | 10.00      |   |
| 2/27/01                   |       | 5,000                                 |       | 5,000                               |       | $                         | 8.25       |   |

 

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