Exhibit 10.94


 


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 John C. Hansen, 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). 
For illustrative purposes ONLY, a sample table showing possible
prospective Accrued Liability Balance numbers shall be attached hereto as Exhibit “A”;
however this Exhibit A is merely a sample of the potential Accrued
Liability Balance based on a future given date and using a sample discount rate
employed by the Bank on the Effective Date of this Agreement. The actual
Accrued Liability Balance will be determined as of the date of Separation From
Service.


 


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
herein (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.


 


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


 


1.12        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. IRC 409A currently 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.


 


1.13        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.


 


1.14        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


 


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


 


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.


 


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Thus,
for any benefits payable pursuant to this Agreement due to a Separation From
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 Attaining Seventy Years of Age. 
In the event Executive does not Separate From Service until on or after
attaining age Seventy (70) (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 Forty-Five Thousand Dollars ($45,000). 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 Attaining Age Seventy
for any Reason Other Than a Termintation For Cause (or due to death).  In the event Executive  Separates From Service prior to attaining the
age of Seventy (70) for any reason other than due to a Termination For Cause or
death, then Executive shall be entitled to be paid the Accrued Liability
Balance as of the date of Separation From Service. This Accrued Liability
Balance shall be paid out monthly over a period of  Fifteen (15) Years (180 months). Payments
shall commence on the first day of the first month following the month in which
Executive Separates From Service and shall continue for One Hundred and Eighty
(180) months. For illustrative purposes ONLY, a sample table showing possible
Accrued Liability Balance figures and resultant benefit payment amounts is
attached hereto as “Exhibit A”. This Exhibit A is merely a sample
Accrued Liability Balance using a sample discount rate. The actual Accrued
Liability Balance and resulting benefit will be determined at the time of
Separation From Service, if applicable.


 


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 age of
Seventy (70), then Executive’s designated Beneficiary(ies) shall be entitled to
receive an annual Executive Benefit equal to Forty-Five Thousand Dollars
($45,000). This annual


 


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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:


 


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


 


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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 furnished to the
claimant prior to the termination of the initial sixty (60)


 


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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 will cancel all Beneficiary designations
previously filed. If an Executive’s compensation is


 


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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 the benefits granted to him under the terms of this Agreement
and the (i) terms and conditions


 


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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


 


11

















 


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/ Larry H. Putnam

  	
   

  	
  Date:

  	
  December
  17, 2008

  
	
   

  	
  Signature & Title

  	
   

  	
   

  	
   

  



 


Executive


 


	
  By:

  	
  /s/ John C. Hansen

  	
   

  	
  Date:

  	
  12/17/08

  
	
   

  	
  Signature & Title

  	
   

  	
   

  	
   

  



 


	
   

  	
  /s/ Larry H. Putnam

  	
   

  	
  /s/
  Cindy Dilbeck

  
	
   

  	
  Witness

  	
   

  	
   

  	
  Witness

  



 


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