Exhibit 10.93


 


FIRST AMENDED AND RESTATED


SANTA LUCIA BANK


SALARY CONTINUATION AGREEMENT


 


This
First Amended and Restated 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”);


 


WHEREAS it is the parties’ intent to comply with the final regulations
under Internal Revenue Code Section 409A, issued on April 10, 2007 by
the Internal Revenue Service (IRS) and the Treasury Department;


 


WHEREFORE, the Bank and Executive hereby agree to amend and restate the
original Santa Lucia Bank Salary Continuation Agreement effective as of February 1,
1997 (hereinafter “Original Agreement”), and thereafter amended by virtue
of  the following: a February 3,
1998 Amendment (First Amendment);  an April 15,
1998 Amendment (Second Amendment);  a January 10,
2001  Amendment (not numbered); an August 1,
2003 Amendment (not numbered); a January 21, 2004 Amendment (not
numbered); and finally, an April 12, 2007 Amendment (sixth Amendment). The
parties intend and further agree that this First Amended and Restated Santa
Lucia Bank Salary Continuation Agreement shall amend, supersede and replace the
Original Agreement (as amended) in its entirety;


 


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:


 


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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 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
Discount Rate. Accordingly, the Bank shall establish a liability retirement
account for Executive into which appropriate accruals shall be made using the
applicable Discount Rate.  Any one of a
variety of amortization methods may be used to determine the Accrual
Balance.  However, once chosen, the
method must be consistently applied.  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. The
actual Accrued Liability Balance will be determined based on the actual
Discount Rates in effect over time.


 


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                               Change in Control. For the purpose of this Plan, a “Change
in Control” shall be deemed to have occurred upon any of the following events,
as such term and events are defined in Internal Revenue Code Section 409A
and the related guidance and Notices thereto. IRC 409A currently provides that
a Change in Control Event shall include any of the following events (and for
the purposes of this provision, the term “corporation” shall mean the Bank or
the Bank’s holding company):


 


A.                                   A
Change in the Ownership of a Corporation. A change in the
ownership of a corporation occurs on the date that any one person or


 


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persons
acting as a group (as defined in IRC 409A), acquires ownership of stock of the
corporation that, together with stock held by such person or group, constitutes
more than fifty percent (50%) of the total fair market value or total voting
power of the stock of such corporation.


 


B.                                     Change
in the Effective Control of a Corporation. A change in the
effective control of the corporation shall be deemed to occur on either of the
following dates:


(i) The date any
one person, or persons acting as a group acquires (or has acquired during the
12 month period ending on the date of the most recent acquisition by such
person or group) ownership of stock of the corporation possessing thirty
percent (30%) or more of the total voting power of the stock of such
corporation; or


(ii) The date a
majority of members of the corporation’s board of directors  is replaced during any twelve (12) month
period by directors whose appointment or election is not endorsed by a majority
of the members of the corporation’s board of directors before the date of the
appointment or election. (In this sub-paragraph, 409A limits “corporation” to
the “relevant” corporation” as defined therein).


 


C.                                     Change in the Ownership of a Substantial
Portion of a Corporation’s Assets. A change in the ownership of a substantial
portion of a corporation’s assets shall be deemed to occur on the date that any
one person or group acquires (or has acquired during the twelve (12) month
period ending on the date of the most recent acquisition by such person or
persons) assets from the corporation that have a total gross fair market value
equal to or more than forty percent (40%) of the total gross fair market value
of all of the assets of the corporation immediately before such acquisition or
acquisitions. No Change in Control shall result if the assets are transferred
to certain entities controlled directly or indirectly by the shareholders of
the transferring corporation.


 


For the purposes of this
definition, the term “corporation” shall be read as including the Bank or the bank’s
holding company, Santa Lucia Bancorp. In addition to the forgoing, and in
accordance with IRC 409A, in order to constitute a Change in Control event with
respect to Executive, the Change in Control event must relate to (i) the
corporation for whom Executive is performing services at the time of the Change
in Control; (ii) the corporation that is liable for the payment of the
deferred compensation (or all corporations liable for the payment if more than
one corporation is liable) but only if either the deferred compensation is
attributable to the performance of service by the Participant for such
corporation (or corporations) or there is a bona fide business purpose for such
corporation or corporations to be liable for such payment and, in either case,
no significant purpose of making such corporation or corporations liable for
such payment is the avoidance of Federal income tax; or  (iii) a corporation that is a majority
shareholder of a corporation identified above, or any corporation in a chain of
corporations in which each corporation is a majority shareholder of another
corporation in the chain, ending in a


 


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corporation identified above.
Should there be any question of whether a Change in Control has occurred such
as to trigger payment of a benefit described herein, any ambiguity shall be
resolved in accordance with the final regulations and any subsequent
clarification of IRC 409A.


 


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


 


1.7                               Disability/Disabled. 
For the purposes of this Agreement, the term “Disability”
shall be interpreted in accordance with IRC 409A. Pursuant to IRC 409A, a
Participant will be considered Disabled if:


 


A.                                   Executive is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than
twelve (12) months; or


 


B.                                     Executive
is, by reason of any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, receiving income replacement
benefits for a period of not less than three (3) months under an accident
and health plan covering employees of Executive’s employer.


 


1.8                               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).


 


1.9                               Early Retirement and Early
Retirement Age. The term
“Early Retirement” shall refer to the Executive’s Separation From Service on or
after attaining the Early Retirement Age of sixty-two (62), but before
attaining the Normal Retirement Age, and for any reason other than “For Cause”
(or because of death).


 


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


 


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


 


1.12                        Executive Benefit. 
The term “Executive
Benefit” shall mean the annual benefit amounts determined pursuant to
Paragraphs 1 through 4 (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).


 


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1.13                        Involuntary Separation From
Service. In accordance with IRC 409A, the term “Involuntary
Separation from Service” shall mean a Separation from Service due to the independent
exercise of the unilateral authority of the Bank to terminate the Executive’s
services, other than due to Executive’s implicit or explicit request, where
Executive was willing and able to continue performing services.


 


1.14                        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.


 


1.15                        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).


 


1.16                        Plan Year. 
The term “Plan Year”
shall mean the calendar year.


 


1.17                        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 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 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 Executive is on military leave, sick leave or
other bona fide leave of absence, as long as such leave does not exceed six
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.


 


1.18                        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.


 


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


 


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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.


 


1.20                        Voluntary Termination. The term “Voluntary
Termination” shall mean a Separation From Service of Executive which is not as
a result of an Involuntary Termination, a Termination For Cause or because of a
Disability.


 


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.


 


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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 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.                            Payments
Upon Normal Retirement.  In the event Executive Separates From Service
for any reason other than For Cause (or because of death) on a date which
constitutes a Normal Retirement date as defined herein, then he shall be
entitled to be paid the following:


 


4.1.1                     Amount of
Benefit. Executive shall receive an annual Executive Benefit of
Thirty-Six Thousand Dollars ($36,000).


 


4.1.2                     Payment
Method and Duration. This annual Executive Benefit shall be paid in
twelve (12) substantially equal monthly installments, with payments commencing
on the first day of the first month following Executive’s Separation From
Service and continuing until the death of Executive.


 


4.2.                            Executive
Benefit Payments Upon Early Retirement. 
In the event Executive Separates From Service for any reason other
than For Cause (or because of death) on a date


 


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which constitutes an Early Retirement date as defined herein, then
Executive shall be entitled to be paid the following:


 


4.2.1                     Amount of
Benefit.  Executive shall receive an annual Executive Benefit based on
the Early Retirement payment date and calculated as follows: An annual lifetime
annuity based on the Accrued Liability Balance as of the date of Early
Retirement, taking into consideration the discount rate and mortality
assumptions in use by the Bank as of the Early Retirement Date. This annual
amount shall remain consistent for the duration of the benefit. For
illustrative purposes ONLY, a sample table showing possible prospective Accrued
Liability Balance and the corresponding potential benefit hereunder is attached
hereto as Exhibit “A”; however this Exhibit A is merely a sample
table and not intended to bind the parties. The actual benefit amount will be
determined by the Bank’s actuaries at the time the benefit becomes due.


 


4.2.2                     Payment
Method and Duration. This annual Executive Benefit shall be paid in
twelve (12) substantially equal monthly installments, with payments commencing
on the first day of the first month following Executive’s Separation From
Service and continuing until the death of Executive.


 


5.0                               Payments
in the Event of Disability or Death During Employment.


 


5.1                               Disability.  In the event Executive becomes Disabled prior
to Separating from Service with the Bank and prior to qualifying for Early or
Normal Retirement, then Executive shall be entitled to be paid the following
benefit in lieu of any other benefits herein (i.e., this provision shall
control even in the event such Disability occurs within 2 years of a Change in
Control, etc); however, in the event Executive becomes Disabled after
qualifying for Early or Normal Retirement, then Executive shall be deemed to
have elected Early or Normal Retirement and shall receive the benefit specified
under the applicable provisions of this Agreement.


 


5.1.1                     Amount of
Benefit.  Executive shall receive
an annual Executive Benefit  based on the
Disability date and calculated as follows: an annual lifetime annuity based on
the Accrued Liability Balance as of the date of Disability, taking into
consideration the discount rate and mortality assumptions in use by the Bank as
of the Disability date. This annual amount shall remain consistent for the
duration of the benefit. For illustrative purposes ONLY, a sample table showing
possible prospective Accrued Liability Balance and the corresponding potential
benefit hereunder is attached hereto as Exhibit “A”; however this Exhibit A
is merely a sample table and not intended to bind the parties. The actual
benefit amount will be determined by the Bank’s actuaries at the time the
benefit becomes due.


 


5.1.2                     Payment
Method and Duration. This annual Executive Benefit shall be paid in
twelve (12) substantially equal monthly installments, with payments


 


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commencing on the first day of the first month following Executive’s
Disability and continuing until the death of 
Executive.


 


5.2                               Death.  There are no death benefits payable under
this Agreement (such benefits are described by a Joint Beneficiary Designation
Agreement, if any), nor will Executive Benefit Payments be made after Executive
dies, regardless of whether such death occurs before or after termination, and
regardless of whether payments have already begun pursuant to this Agreement.


 


6.0                               Payments
in the Event Executive Voluntarily or Involuntarily Separates From Service
Prior to Early Retirement.


 


As indicated above, the Bank reserves the right to terminate Executive’s
Employment, with or without Cause but subject to any written employment
agreement which may then exist.  In the
event that Executive Separates From Service prior to qualifying for Early
Retirement, other than by reason of a termination For Cause, following a Change
in Control or as a result of a Disability, then, for the following events of
termination, and as applicable, Executive shall be entitled to the benefits
described below which correspond to the circumstances surrounding  Executive’s termination.


 


6.1                               Involuntary
Termination.  In the event Executive is Involuntarily
Terminated prior to qualifying for Early or Normal Retirement (for reasons
other than a Termination For Cause, following a Change in Control or as a
result of Disability, as addressed in alternate provisions herein), then he
shall be entitled to receive the following:


 


6.1.1                     Amount of
Benefit. Executive shall receive an Executive Benefit equal to the
Accrued Liability Balance based on the date such Termination occurs.


 


6.1.2                     Payment
Method and Duration.  This
Executive Benefit amount shall be paid in one lump sum on the first day of the
first month immediately following Executive’s Separation From Service.


 


6.2                               Voluntary
Termination by the Executive. Executive agrees that if he Voluntarily
Terminates his Employment with the Employer prior to qualifying for Early or Normal
Retirement (for reasons other than
following a Change in Control or as a result of Disability), then
Executive shall forfeit all rights and benefits he may have had under the terms
of this Agreement and shall have no right to be paid any of the amounts which
would be due or paid to Executive by the Bank pursuant to the terms of this
Agreement.


 


7.0                               Upon
a Change in Control.


 


7.1                               In the event of a Change
in Control, followed by a Separation From Service (for any reason other than
for Cause) prior to Executive qualifying for Early or Normal Retirement, then
Executive shall be entitled to receive the following Executive Benefit in lieu
of all others identified herein:


 


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7.1.1                     Benefit
Amount.  Executive shall receive
an Executive Benefit equal to the Accrued Liability Balance based on the date
such Separation From Service occurs.


 


7.1.2                     Payment
Method and Duration.  This
Executive Benefit amount shall be paid in one lump sum on the first day of the
first month immediately following Executive’s Separation From Service.


 


In the event Executive Separates From Service
after a Change in Control, and after qualifying for Early or Normal Retirement,
then Executive shall be deemed to have elected Early or Normal Retirement and
shall receive the benefit specified under the applicable provisions of this
Agreement.


 


8.0                               Termination
for Cause.


 


Executive agrees that if his employment with
the Bank is terminated at any time For Cause as defined in this Agreement
(including after having qualified for Early or Normal Retirement, and including
following a Change in Control), 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 Executive
by the Bank pursuant to the terms of this Agreement.


 


9.0                               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.


 


10.0                        Administrative
and Claims Provision.


 


10.1                        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


 


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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.


 


10.2                        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 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.


 


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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) 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).


 


11.0                        Attorneys’
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.


 


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12.0                        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.


 


13.0                        Miscellaneous.


 


13.1                        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 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.


 


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13.2                        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:

  	
   

  	
                                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
                                              

  



 


13.3                        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.


 


13.4                        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.


 


13.5                        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.


 


13.6                        Partial
Invalidity. If any terms, provision, covenant, or condition of this


 


14

















 


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.


 


13.7                        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.


 


13.8                        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.


 


13.9                        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.


 


13.10                 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.


 


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


 


13.12                 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.


 


14.0                        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


 


15

















 


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:

  	
       Larry H. Putnam

  	
   

  	
  Date:

  	
  December 17, 2008

  
	
  Signature & Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
       /s/ John C. Hansen

  	
   

  	
  /s/ Cindy Dilbeck

  
	
  Witness

  	
   

  	
    Witness

  



 


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