exv10w9






Exhibit 10.9









AMENDMENT

TO THE

REDDING BANK OF COMMERCE

DIRECTORS DEFERRED COMPENSATION AGREEMENT

DATED APRIL 1, 2009

FOR




 






          THIS SECOND AMENDMENT is adopted this 1ST day of April  , 2009, by and between REDDING BANK OF
COMMERCE, a state-chartered commercial bank located in Redding, California (the “Bank”), and
                                                             (the “Director”).



          The Bank and the Director executed the Directors Deferred Compensation Agreement effective as
January 1, 2007 (the “Agreement”).



          The undersigned hereby amend the Agreement for the purpose of (1) changing the interest rate,
(2) limiting deferrals in this Agreement to Five Hundred Thousand Dollars ($500,000) and (3) adding
an Unforeseeable Emergency provision. Therefore, the following changes shall be made:



          The following Section 1.5 shall be added to the Agreement immediately following Section 1.4:




	1.5	 	“Unforeseeable Emergency” means a severe financial hardship to the Director resulting from an
illness or accident of the Director, the Director’s spouse, the Director Beneficiary, or the
Director’s dependent (as defined in Code Section 152 without regard to subsections (b)(1),
(b)(2) or (d)(1)(B) thereof), loss of the Director’s property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of events beyond the
control of the Director.





          Section 2.1 of the Agreement shall be deleted in its entirety and replaced by the following:



 









 






	2.1	 	Election to Defer. Prior to December 31, each Director shall have the right to elect
to defer the payment of all or any part of the compensation to which such Director would
otherwise be entitled from the Bank for the following year. The total amount of deferrals
permitted to the Director under the Agreement shall not exceed Five Hundred Thousand Dollars
($500,000) in deferred compensation plus interest accruals. Interest will continue to accrue
over the life of the account. For the year 2009, each Director’s deferral election under the
deferred compensation plan in effect before this amendment shall be the amount of the 2008
deferral, but any amount deferred after April 1, 2009 will be subject to the terms of this
Agreement. In the case of a newly elected Director, such election must be made within thirty
(30) days of being elected to be a Director. The Director may make a new election each year,
but if no election is received for any year, the amount of compensation deferred shall be in
the same percentage as the last effective election to defer.





          Section 2.3 of the Agreement shall be deleted in its entirety and replaced by the following:




	2.3	 	Deferral Account. The Bank shall keep an account evidencing the Director’s deferred
compensation and any interest that accrues on the deferred compensation pursuant to this
Agreement (the “Deferral Account”). Prior to Termination of Service, the Deferral Account
shall accrue interest at the Wall Street Journal prime rate on the first business day
of January and July plus three percent (3%) per annum. Notwithstanding the foregoing
sentence, the Bank may prospectively change the rate at which interest shall accrue hereunder
by giving notice of such change to the Director. Immediately prior to Termination of Service,
the Director may elect, by written notice to the Bank, to fix the interest rate hereunder at
ten percent (10%) per annum. If no such election is made, the interest rate shall continue at
the rate set by the Bank as provided above. The Deferral Account shall be maintained
separately from other Bank assets only on the books and records of the Bank and shall be
subject to the claims of general creditors of the Bank.





          Section 3.3 of the Agreement shall be added to the Agreement immediately following Section
3.2:




	3.3	 	Unforeseeable Emergency Distribution. If an Unforeseeable Emergency occurs, the
Director may petition the board of directors to receive a distribution from the Agreement.
The board of directors in its sole discretion may grant such petition. If granted, the
Director shall receive, within sixty (60) days, a distribution from the Agreement only to the
extent deemed necessary by the board of directors to remedy the Unforeseeable Emergency, plus
an amount necessary to pay taxes reasonably anticipated as a result of the distribution. In
any event, the maximum amount which may be paid out pursuant to this Section 3.3 is the
Deferral Account balance as of the day that the Director petitioned the board of directors to
receive an Unforeseeable Emergency Distribution under this Section.





          IN WITNESS OF THE ABOVE, the Bank and the Director hereby consent to this Amendment.



	 	 	 	 	 	 	 	 	 
	Director:	 	 	 	REDDING BANK OF COMMERCE	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 


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