Exhibit 10.92


 


SANTA LUCIA BANK


SALARY CONTINUATION AGREEMENT


 


This
Santa Lucia Bank Salary Continuation Agreement (hereinafter “Agreement”) is
made and entered into effective as of December 17, 2008, by and between Santa Lucia Bank, a bank organized and existing under the
laws of the state of California (hereinafter the “Bank” or “Employer”) and Larry H. Putnam , an executive of the Bank (hereinafter “Executive”);


 


WHEREFORE, the parties hereby agree to the following;


 


RECITALS


 


WHEREAS, Executive has been and continues to be a valued Executive of
the Bank, and is now serving the Bank;


 


WHEREAS, Executive’s experience and knowledge of the affairs of the
Employer and the banking industry are extensive and valuable;


 


WHEREAS, it is deemed to be in the best interests of the Employer to
provide Executive with certain fringe benefits, on the terms and conditions set
forth herein, in order to reasonably induce Executive to remain in the Employer’s
employment; and


 


WHEREAS, Executive and the Employer wish to specify in writing the
terms and conditions upon which this additional compensatory incentive will be
provided to Executive;


 


NOW, THEREFORE, in consideration of the services to be performed by
Executive in the future, as well as the mutual promises and covenants contained
herein, Executive and the Employer agree as follows:


 


AGREEMENT


 


1.0                               Terms and Definitions.


 


For the purposes of this Agreement, the following
terms shall have the meanings indicated below, unless the context clearly
indicates otherwise. In the event any provision of this Agreement is ambiguous,
then it shall be interpreted in a manner that is consistent with Internal
Revenue Code Section 409A. Subject to the forgoing, the terms below shall
be defined as follows:


 


1.1                               Accrued
Liability Balance. The term “Accrued Liability Balance” shall mean the
amount accrued by the Bank to fund the future benefit expense associated with
this Agreement, as of the end of the month preceding the Executive’s Separation
from Service. The Bank shall account for this benefit using Generally Accepted
Accounting Principles, regulatory accounting guidance of the Bank’s primary
federal regulator, and other applicable accounting guidance, including but not
limited to Accounting Principles Board Opinion Number 12 (“APB 12”) as amended
by Statement of Financial Accounting Standards Number 106 (“FAS 106”) and the


 


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Discount Rate. Accordingly, the Bank shall establish a liability
retirement account for the Executive into which appropriate accruals shall be
made using the applicable Discount Rate. 
Notwithstanding the forgoing, the accruals shall be made as consistently
as possible over the span of this Agreement (thus, the benefit shall be accrued
for as evenly as possible each year).


 


1.2                               Administrator.  The Bank shall be the “Administrator”
and, solely for the purposes of ERISA as discussed herein, the “fiduciary” of
this Agreement where a fiduciary is required by ERISA.


 


1.3                               Bank.  
For the purpose of
this Agreement, the term “Bank” or “Employer” shall be read so as to include
the Santa Lucia Bank holding company, Santa Lucia Bancorp, when permissible.


 


1.4                               Board
of Directors.   The “Board of
Directors” shall mean the Board of Directors for the Bank, hereinafter “the
Board”.


 


1.5                               The Code. 
The “Code” shall mean
the Internal Revenue Code of 1986, as amended.


 


1.6                               Discount Rate.  The
term “Discount Rate” means the rate used by the Plan Administrator for in any
specified year to accrue benefits under this Plan; however, the Plan Administrator,
in its sole discretion, may adjust the Discount Rate to maintain the rate
within reasonable standards according to GAAP (Generally Accepted Accounting
Principles).


 


1.7                               Effective Date. 
The term “Effective
Date” shall mean the date first written above.


 


1.8                               ERISA. 
The term “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended.


 


1.9                               Executive Benefit. 
The term “Executive
Benefit” shall mean the benefit amounts determined pursuant to Paragraphs 1
through 6 (including sub-paragraphs, as applicable), forfeited, reduced or
adjusted to the extent:  (a) required
under the other provisions of this Agreement; (b) required by reason of
the lawful order of any regulatory agency or body having jurisdiction over the
Employer; or (c) required in order for the Employer to comply with any and
all applicable state and federal laws, including, but not limited to, income,
employment and disability income tax laws (e.g., FICA,
FUTA, SDI).


 


1.10                        IRC 409A. The term “IRC 409A” shall refer to the final
regulations issued by the IRS and the Treasury Department under Section 409A
of the Code.


 


1.11                        Normal Retirement / Normal
Retirement Age.  The term “Normal Retirement” shall mean the Executive’s Separation From
Service on or after attaining the Normal Retirement Age of Sixty-Five (65) for
any reason other than “For Cause” (or because of death).


 


1.12                        Plan Year. 
The “Plan Year” shall
mean the calendar year.


 


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1.13                        Separation
From Service/ Termination of Employment.  The terms “Separation From Service”
(Separates From Service) and “Termination of Employment” shall be used
interchangeably for the purposes of this Agreement and shall be interpreted in
accordance with the provisions of IRC 409A. Currently, IRC 409A provides that,
whether a termination of employment has occurred is determined based on whether
the facts and circumstances indicate that the Bank and the Executive reasonably
anticipate that no further services will be performed after a certain date or
that the level of bona fide services the employee will perform after such date
(whether as an employee or as an independent contractor) will permanently
decrease to no more than twenty (20%) percent of the average level of bona fide
services performed (as an employee or an independent contractor) over the
immediately preceding thirty-six (36) month period (or the full period of
services to the employer if the employee has been providing services to the
employer less than 36 months). There shall be no Separation From Service while
the Executive is on military leave, sick leave or other bona fide leave of
absence, as long as such leave does not exceed six (6) months, or if
longer, so long as the individual retains a right to re-employment with the
service recipient under an applicable statute or by contract.


 


1.14                        Specified
Employee. The term “Specified Employee” shall be defined in accordance
with IRC 409A. At present, and in accordance with IRC 409A, the term “Specified
Employee” means an employee who, as of the date of the employee’s Separation
from Service, is a key employee of an employer of which any stock is publicly
traded on an established securities market or otherwise. An employee is a key
employee if the employee meets the requirements of section 416(i)(1)(A)(i),
(ii), or (iii) (applied in accordance with the regulations thereunder and
disregarding section 416(i)(5)) at any time during the twelve (12) month period
ending on a specified employee identification date. If Executive is a key
employee as of a specified employee identification date, then Executive shall
be treated as a key employee for the entire twelve (12) month period beginning
on the specified employee effective date.


 


1.15                        Termination
for Cause. The term “Termination for Cause” shall mean Termination of
Executive’s employment by reason of any of the following:


 


A.                                   Executive’s personal
dishonesty, incompetence or willful misconduct;


 


B.                                     Executive’s
breach of fiduciary duty involving personal profit;


 


C.                                     Executive’s intentional
failure to perform Executive’s duties for the Bank after a written demand for
performance is given to Executive by the Board which demand specifically
identifies the manner in which the Board believes that Executive has not
performed his duties;


 


D.                                    Executive’s willful
violation of any law, rule, regulation or final cease and desist order (other
than traffic violations or similar minor offenses) to the extent detrimental to
the Bank’s business or reputation; or


 


E.                                      Executive’s
material breach of any provision of this Agreement.


 


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2.                                      Scope, Purpose and Effect.


 


2.1                               Contract
of Employment.  Although this
Agreement is intended to provide Executive with an additional incentive to
remain in the employ of the Employer, this Agreement shall not be deemed to
constitute a contract of employment between Executive and the Employer nor
shall any provision of this Agreement restrict or expand the right of the
Employer to terminate Executive’s employment. 
This Agreement shall have no impact or effect upon any separate written
Employment Agreement which Executive may have with the Employer, it being the
parties’ intention and agreement that unless this Agreement is specifically
referenced in said Employment Agreement (or any modification thereto), this
Agreement (and the Employer’s obligations hereunder) shall stand separate and
apart and shall have no effect on or be affected by, the terms and provisions
of said Employment Agreement.


 


2.2                               Fringe Benefit. 
The benefits provided
by this Agreement are granted by the Bank as a fringe benefit to Executive and
are not a part of any salary reduction plan or any arrangement deferring a
bonus or a salary increase. Executive has no option to take any current
payments or bonus in lieu of the benefits provided by this Agreement.


 


2.3                               Prohibited Payments. 
Notwithstanding
anything in this Agreement to the contrary, if any payment made under this
Agreement is a “golden parachute payment” as defined in Section 28(k) of
the Federal Deposit Insurance Act (12 U.S.C. section 1828(k) and Part 359
of the Rules and Regulations of the Federal Deposit Insurance Corporation (collectively,
the “FDIC Rules”) or is otherwise prohibited, restricted or subject to the
prior approval of a Bank Regulator, no payment shall be made hereunder without
complying with said FDIC Rules.


 


2.4                               Additional
Prohibited Payments.  If the Bank is subject to the executive
compensation limitations under the United States Treasury Department’s Troubled
Asset Relief Program (“TARP”) at
the time Executive becomes entitled to any payment under this Agreement, and if
such payment, together with any other payments which Executive has the right to
receive from the Bank, exceed the limits allowed for Executive established
under TARP, then the aggregate payments to Executive pursuant to this Agreement
and any other agreement with Executive shall be reduced to the largest amount
as will result in no portion of such payments violating the executive
compensation limitations under TARP.


 


3.                                      Delay in Payments for Specified Employee in the Event of a Separation
From Service.


 


3.1                               Internal Revenue Code Section 409A
Compliance. It
is the intent of the parties to comply with all applicable Internal Revenue
Code Sections, including, but not limited to, IRC 409A. Furthermore, for the
purposes of this Agreement, IRC Section 409A shall be read to include any
related or relevant IRS Notices or clarifications. While it is understood that
a general IRC 409A savings clause will not be effective, the parties intend
that any ambiguities regarding any terms or payouts contained herein shall be
interpreted in a manner consistent with IRC 409A.


 


Thus, for any benefits payable pursuant to this Agreement due to a
Separation From


 


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Service, if
the individual is a Specified Employee (as defined herein and by IRC 409A) as
of the date of the Separation From Service, and the Employer’s stock is
publicly traded on an established securities market or otherwise, any such
benefit shall be withheld for six (6) months following such Separation
From Service in order to comply with IRC 409A. In addition, for any individual
affected by this six (6) month delay in payment imposed by IRC 409A, and
if and/or when applicable, the aggregate amount of the first seven (7) months
of installments shall be paid at the beginning of the seventh month following
the date of Separation From Service. Monthly installment payments shall
continue thereafter if called for.


 


4.                                      Executive Benefits Payments.


 


4.1                               In
the Event Executive Does not Separate From Service with the Bank Until on or
After Normal Retirement.   In the
event Executive does not Separate From Service until on or after the attaining
the Normal Retirement Age of Sixty-Five (65) (and for any reason other than “For
Cause”), then Executive (or his designated Beneficiaries) shall be entitled to
be paid an annual Executive Benefit equal to Twenty Thousand Dollars
($20,000).  This annual Executive Benefit
shall be paid in twelve (12) substantially equal monthly installments on the
first day of each month, beginning with the month following the month in which
Executive Separates From Service and continuing until the death of the
Executive or for a period of Fifteen (15) Years, whichever is the later to
occur.


 


4.2                               Payments
in the Event Executive Separates From Service Prior to Normal Retirement.  In the event Executive Separates From Service
prior to qualifying for Normal Retirement (and for any reason other than for
Cause or due to death), then Executive shall be entitled to be paid the
following annual amount, based on the date of his Separation From Service:


 


	
  Date of Separation From Service

  	
   

  	
  Annual Benefit Amount

  	
   

  
	
  January 1, 2008 through
  December 31, 2008

  	
   

  	
  $

  	
  14,000

  	
   

  
	
  January 1, 2009 through
  December 31, 2009

  	
   

  	
  $

  	
  16,000

  	
   

  
	
  January 1, 2010 through
  December 31, 2010

  	
   

  	
  $

  	
  18,000

  	
   

  
	
  January 1, 2011 and thereafter

  	
   

  	
  $

  	
  20,000

  	
   

  



 


This annual Executive Benefit shall be paid in twelve (12)
substantially equal monthly installments on the first day of each month,
beginning with the month following the month in which Executive Separates From
Service and continuing until the death of the Executive or for a period of
Fifteen (15) Years, whichever is the later to occur.


 


4.3                               Termination
for Cause.  In the event
Executive’s Employment with the Employer is Terminated at any time for Cause,
then he shall forfeit any and all rights and benefits he may have under the
terms of this Agreement and shall have no right to be paid any of the amounts
which would otherwise be due or paid to the Executive by the Employer pursuant
to the terms of this Agreement.


 


4.4                               Death.
In the event Executive dies while employed by the Bank and prior to attaining
the Normal Retirement Age of Sixty-Five (65), then Executive’s designated


 


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Beneficiary(ies) shall be entitled to receive an annual Executive Benefit equal to Twenty
Thousand Dollars ($20,000). This annual Executive Benefit shall be paid in
twelve (12) substantially equal monthly installments on the first day of each
month, beginning with the month following the month in which Executive dies and
continuing for a period of Fifteen (15) Years.


 


In the event Executive dies after becoming entitled to
benefits under this Agreement pursuant to the provisions of Paragraphs 4.1 or
4.2 but prior to receiving any or all such benefit payments, then Executive’s
designated Beneficiary(ies) (pursuant to section 8.0) shall be entitled to
receive any and all such outstanding payments in the same amount and on the
same payment schedule as Executive would have received had he survived.


 


5.0                               IRS
Section 280G Issues.   If all
or any portion of the amounts payable to Executive under this Agreement, either
alone or together with other payments which Executive has the right to receive
from the Employer, constitute “excess parachute payments” within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),
that are subject to the excise tax imposed by Section 4999 of the Code (or
similar tax and/or assessment), Executive shall be responsible for the payment
of such excise tax and Employer (and its successor) shall be responsible for
any loss of deductibility related thereto; provided, however, that Employer and
Executive shall cooperate with each other and use all reasonable efforts to
minimize to the fullest extent possible (and in accordance with IRC 409A)  the amount of excise tax imposed by Section 4999
of the Code.  If, at a later date, it is
determined (pursuant to final regulations or published rulings of the Internal
Revenue Service, final judgment of a court of competent jurisdiction, or
otherwise) that the amount of excise taxes payable by Executive is greater than
the amount initially so determined, then Executive shall pay an amount equal to
the sum of such additional excise taxes and any interest, fines and penalties
resulting from such underpayment.  The
determination of the amount of any such excise taxes shall be made by the independent
accounting firm employed by the Employer immediately prior to the change in
control or such other independent accounting firm or advisor as may be mutually
agreeable to Employer and Executive in the exercise of their reasonable good
faith judgment.


 


6.0                               Administrative
and Claims Provision.


 


6.1                               Named
Fiduciary and Plan Administrator.  The
“Named Fiduciary and Plan Administrator” of this executive plan shall be the
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 executive plan. The Named
Fiduciary may delegate to others certain aspects of the management and
operation responsibilities of the plan, including employment of advisors and
the delegation of ministerial duties to qualified individuals.


 


6.2                               Claims
Procedure.  In the event a
dispute arises over the benefits under this Agreement and benefits are not paid
to the Employee (or to the Employee’s beneficiary[ies], if applicable) and such
claimants feel they are entitled to receive such benefits, then a written claim
must be made to the Employer (as the plan administrator) in accordance with the
following procedures:


 


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A.                                   Written Claim.  The claimant may file a written request for
such benefit with the Administrator.


 


B.                                     Claim
Decision.  Upon receipt of such claim, the Administrator
shall respond to such claimant within ninety (90) days after receiving the
claim.  If the Administrator determines
that special circumstances require additional time for processing the claim,
the Administrator can extend the response period by an additional ninety (90)
days for reasonable cause by notifying the claimant in writing, prior to the
end of the initial ninety (90) day period, that an additional period is
required. The notice of extension must set forth the special circumstances and
the date by which the Administrator expects to render its decision.


 


If the claim is denied in whole or in part, the Administrator shall
notify the claimant in writing of such denial. The Administrator shall write
the notification in a manner calculated to be understood by the claimant.  The notification shall set forth:


 


(i)                                     The
specific reasons for the denial;


(ii)                                  The
specific reference to pertinent provisions of the Agreement on which the denial
is based;


(iii)                               A
description of any additional information or material necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary;


(iv)                              Appropriate
information as to the steps to be taken if the claimant wishes to submit the
claim for review and the time limits applicable to such procedures; and


(v)                                 A
statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following
an adverse benefit determination on review.


 


C.                                     Request for
Review.  Within sixty (60) days after
receiving notice from the Administrator that a claim has been denied (in part
or all of the claim), then claimant (or their duly authorized representative)
may file with the Administrator, a written request for a review of the denial
of the claim.


 


The claimant (or his duly authorized representative) shall then have
the opportunity to submit written comments, documents, records and other
information relating to the claim.  The
Administrator shall also provide the claimant, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the claimant’s
claim for benefits.


 


D.                                    Decision on
Review.  The Administrator shall
respond in writing to such claimant within sixty (60) days after receiving the
request for review.  If the Administrator
determines that special circumstances require an extension of time for
processing the claim, written notice of the extension shall be


 


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furnished to the claimant prior to the termination of the initial sixty
(60) day period. In no event shall such extension exceed a period of sixty (60)
days from the end of the initial period. The notice of extension must set forth
the special circumstances requiring an extension of time and the date by which
the Administrator expects to render its decision.


 


In considering the review, the Administrator shall take into account
all materials and information the claimant submits relating to the claim,
without regard to whether such information was submitted or considered in the
initial benefit determination.


 


The Administrator shall notify the claimant in writing of its decision
on review.  The Committee shall write the
notification in a manner calculated to be understood by the claimant.  The notification shall set forth:


 


(i)                                      The specific
reasons for the denial;


(ii)                                   A reference to
the specific provisions of the Agreement on which the denial is based;


(iii)                                A statement that
the claimant is entitled to receive, upon request and free of charge,
reasonable access to,  and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the
claimant’s claim for benefits; and


(iv)                               A statement of the
claimant’s right to bring a civil action under ERISA Section 502(a).


 


7.0                               Attorney’s
Fees.  If any legal action or
other proceeding is brought for the enforcement of this Agreement, or because
of an alleged dispute, breach, default or misrepresentation in connection with
any of the provisions of this Agreement, the successful or prevailing party or
parties shall be entitled to recover reasonable attorneys’ fees and other costs
incurred in that action or proceeding in addition to any other relief to which
it or they may be entitled. The “prevailing party” means any party determined
by the arbitrator(s) or court to be entitled to money payments from the other,
not necessarily the party in whose favor a judgment is rendered.


 


8.0                               Beneficiary
Designation


 


8.1                               Beneficiary Designation. If
applicable, Executive shall have the right, at any time, to designate any
person or persons as his Beneficiary or Beneficiaries (both primary as well as
secondary) to whom benefits under this Agreement shall be paid in the event of
his death prior to complete distribution to the Executive of the benefits due
under this Agreement. Each Beneficiary designation shall be in a written form
and will be effective only when filed with the Administrator during the
Executive’s lifetime.


 


8.2                               Amendments
to Beneficiary Designation. Any beneficiary designation may be changed
by the Executive without the consent of any designated Beneficiary by the
filing of a new Beneficiary designation with the Administrator. The filing of a
new Beneficiary designation form


 


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will cancel
all Beneficiary designations previously filed. If an Executive’s compensation
is community property, any Beneficiary designation shall be valid or effective
only as permitted under applicable law.


 


8.3                               No Beneficiary Designation. In the
absence of an effective beneficiary designation, or if all stated Beneficiaries
predecease the Executive or die prior to complete distribution of the Executive’s
Benefit, then the Executive’s designated Beneficiary shall be deemed to be the
Executive’s estate.


 


8.4                               Doubt as to Beneficiary. If there
is a doubt as to the proper Beneficiary to receive payments pursuant to this
Agreement, then the Company shall have the right to withhold such payments
until this matter is resolved.


 


8.5                               Effect of Payment to the Beneficiary.
The payment to the deemed Beneficiary shall fully and completely discharge the
Company from all further obligations under this Agreement.


 


9.0                               Status
as an Unsecured General Creditor and Rabbi Trust.  Notwithstanding anything contained herein
to the contrary:  (i) Executive
shall have no legal or equitable rights, interests or claims in or to any
specific property or assets of the Employer as a result of this Agreement; (ii) none
of the Bank’s assets shall be held in or under any trust for the benefit of
Executive or held in any way as security for the fulfillment of the obligations
of the Bank under this Agreement; (iii) all of the Bank’s assets shall be
and remain the general unpledged and unrestricted assets of the Bank; (iv) the
Bank’s obligation under this Agreement shall be that of an unfunded and
unsecured promise by the Bank to pay money in the future; and (v) Executive
shall be an unsecured general creditor with respect to any benefits which may
be payable under the terms of this Agreement.


 


Notwithstanding subparagraphs (i) through (v) above, the Bank
and Executive acknowledge and agree that, in the event of a Change in Control,
upon request of Executive, or in the Bank’s discretion if Executive does not so
request and the Bank nonetheless deems it appropriate, the Bank shall
establish, not later than the effective date of the Change in Control, a Rabbi
Trust or multiple Rabbi Trusts (the “Trust” or “Trusts”) upon such terms and
conditions as the Bank, in its sole discretion, deems appropriate and in
compliance with applicable provisions of the Code, in order to permit the Bank
to make contributions and/or transfer assets to the Trust or Trusts to
discharge its obligations pursuant to this Agreement.  The principal of the Trust or Trusts and any
earnings thereon shall be held separate and apart from other funds of the Bank
to be used exclusively for discharge of the Bank’s obligations pursuant to this
Agreement and shall continue to be subject to the claims of the Bank’s general
creditors until paid to Executive in such manner and at such times as specified
in this Agreement.


 


10.0                        Miscellaneous.


 


10.1                        Opportunity
To Consult With Independent Advisors. 
Executive acknowledges that he has been afforded the opportunity to
consult with independent advisors of his choosing including, without
limitation, accountants or tax advisors and counsel regarding both


 


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the benefits granted to him under the terms
of this Agreement and the (i) terms and conditions which may affect
Executive’s right to these benefits and (ii) personal tax effects of such
benefits including, without limitation, the effects of any federal or state
taxes, Section 280G of the Code, and any other taxes, costs, expenses or
liabilities whatsoever related to such benefits, which in any of the foregoing
instances Executive acknowledges and agrees shall be the sole responsibility of
Executive, provided, however, that Employer and Executive shall cooperate with
each other and use all reasonable efforts to minimize to the fullest extent
possible the amount of excise tax imposed by Section 280G and 4999 of the
Code. In the event the parties are unable to eliminate such excise taxes,
Executive further acknowledges and agrees that the Bank shall have no liability
whatsoever related to any such personal tax effects or other personal costs,
expenses, or liabilities applicable to Executive and further specifically
waives any right for himself or herself, and his or her heirs, beneficiaries,
legal representatives, agents, successor and assign to claim or assert
liability on the part of the Bank related to the matters described above in
this paragraph. Executive further acknowledges that he has read, understands
and consents to all of the terms and conditions of this Agreement, and that he
enters into this Agreement with a full understanding of its terms and
conditions.


 


10.2                        Notice.  Any notice required or permitted of either
Executive or the Bank under this Agreement shall be deemed to have been duly
given, if by personal delivery, upon the date received by the party or its
authorized representative; if by facsimile, upon transmission to a telephone
number previously provided by the party to whom the facsimile is transmitted as
reflected in the records of the party transmitting the facsimile and upon
reasonable confirmation of such transmission; and if by mail, on the third day
after mailing via U.S. first class mail, registered or certified, postage
prepaid and return receipt requested, and addressed to the party at the address
given below for the receipt of notices, or such changed address as may be
requested in writing by a party.


 


	
   

  	
   

  	
  If to the Bank:

  	
   

  	
  7480 El Camino Real

  
	
   

  	
   

  	
   

  	
   

  	
  Atascadero, CA  93422

  
	
   

  	
   

  	
   

  	
   

  	
  FAX  (805) 466-1058

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If to the Executive:

  	
   

  	
                                                       

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
                                                       

  



 


10.3                        Assignment.  Executive shall have no power or right to
transfer, assign, anticipate, hypothecate, modify or otherwise encumber any
part or all of the amounts payable hereunder, nor, prior to payment in
accordance with the terms of this Agreement, shall any portion of such amounts
be:  (i) subject to seizure by any
creditor of Executive, by a proceeding at law or in equity, for the payment of
any debts, judgments, alimony or separate maintenance obligations which may be
owed by Executive; or (ii) transferable by operation of law in the event
of bankruptcy, insolvency or otherwise. Any such attempted assignment or
transfer shall be void. In the event Executive or any beneficiary attempts
assignment, communication, hypothecation, transfer or disposal of the benefits
hereunder, any such attempted transfer or assignment shall be void.


 


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10.4                        Binding
Effect/Merger or Reorganization. 
This Agreement shall be binding upon and inure to the benefit of
Executive and the Bank.  Accordingly, the
Bank shall not merge or consolidate into or with another corporation, or
reorganize or sell substantially all of its assets to another corporation, firm
or person, unless and until such succeeding or continuing corporation, firm or
person agrees to assume and discharge the obligations of the Bank under this
Agreement.  In the alternative, the
holding company may agree to assume and discharge the obligation of the Bank
under this Agreement. Upon the occurrence of such event, the term “Bank” as
used in this Agreement shall be deemed to refer to such surviving or successor
firm, person, entity or corporation, or the holding company, as the case may
be.


 


10.5                        Nonwaiver.  The failure of either party to enforce at any
time or for any period of time any one or more of the terms or conditions of
this Agreement shall not be a waiver of such term(s) or condition(s) or
of that party’s right thereafter to enforce each and every term and condition
of this Agreement.


 


10.6                        Partial
Invalidity. If any terms, provision, covenant, or condition of this
Agreement is determined by an arbitrator or a court, as the case may be, to be
invalid, void, or unenforceable, such determination shall not render any other
term, provision, covenant or condition invalid, void or unenforceable, and the
Agreement shall remain in full force and effect notwithstanding such partial
invalidity.


 


10.7                        Entire
Agreement.  This Agreement
supersedes any and all other agreements, either oral or in writing, between the
parties with respect to the subject matter of this Agreement and contains all
of the covenants and agreements between the parties with respect thereto.  Each party to this Agreement acknowledges
that no other representations, inducements, promises, or agreements, oral or
otherwise, have been made by any party, or anyone acting on behalf of any
party, which are not set forth herein, and that no other agreement, statement,
or promise not contained in this Agreement shall be valid or binding on either
party.


 


10.8                        Modifications.  Any modification of this Agreement shall be
effective only if it is in writing and signed by each party or such party’s
authorized representative, and only to the extent that it is compliant with all
applicable codes and statutes, including but not limited to IRS Code Section 409A.


 


10.9                        Paragraph
Headings.  The paragraph headings
used in this Agreement are included solely for the convenience of the parties
and shall not affect or be used in connection with the interpretation of this
Agreement.


 


10.10                 No Strict
Construction.  The language used
in this Agreement shall be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction
will be applied against any person.


 


10.11                 Governing Law.  The laws of the State of California, other
than those laws denominated choice of law rules, and where applicable, the rules and
regulations of the Board of Governors of the Federal Reserve System, Federal
Deposit Insurance Corporation, Office of the


 


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Comptroller of the Currency, or any other regulatory agency or
governmental authority having jurisdiction over the Bank shall govern the
validity, interpretation, construction and effect of this Agreement.


 


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


 


11.0                        Termination
or Modification of Agreement by Reason of Changes in the Law, Rules or
Regulations.


 


The Bank is entering into this Agreement upon the assumption that
certain existing tax laws, the Code, rules and regulations will continue
in effect in their current form. If any said assumptions should change and said
change has a detrimental effect on this Executive plan, then the Bank reserves
the right to terminate or modify this Agreement accordingly.


 


IN WITNESS WHEREOF, the Bank and Executive have executed this Agreement
on the date first above-written in the City of Atascadero, California.


 


	
  Santa Lucia Bank

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John C. Hansen

  	
   

  	
  Date:

  	
  12/17/08

  
	
  Signature & Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executive

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Larry H. Putnam

  	
   

  	
  Date:

  	
  December 17, 2008

  
	
  Signature & Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ John C. Hansen

  	
   

  	
  /s/ Cindy Dilbeck

  
	
  Witness

  	
   

  	
  Witness

  



 


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