EXHIBIT 10.79


 


LIFE
INSURANCE ENDORSEMENT METHOD


SPLIT
DOLLAR AGREEMENT


 


	
  Insurer:

  	
   

  	
  Great-West Life & Annuity Insurance Company

  
	
   

  	
   

  	
   

  
	
  Policy Number:

  	
   

  	
  86002161

  
	
   

  	
   

  	
   

  
	
  Bank:

  	
   

  	
  Central Valley Community Bank

  
	
   

  	
   

  	
   

  
	
  Insured:

  	
   

  	
  Lydia Shaw

  
	
   

  	
   

  	
   

  
	
  Relationship of Insured to Bank:

  	
   

  	
  Senior Vice President of Consumer and Retail Banking

  



 


This Life Insurance Endorsement Method Split Dollar
Agreement (the “Agreement”) is made effective as
of January 2, 2008 (“Effective Date”), by and between Central Valley
Community Bank (the “Bank”) and Lydia
Shaw (the “Insured”), each a “Party” and together the “Parties.”


 


AGREEMENT


 


The rights and duties of the Bank and the Insured with
respect to the above-referenced life insurance policy (“Policy”) shall be as
set forth below:


 


I.             DEFINITIONS


 


Refer to the Policy for the definition of all terms in
this Agreement.


 


II.            POLICY TITLE AND
OWNERSHIP


 


Title and ownership to the Policy shall reside in the
Bank for its use and for the use of the Insured in accordance with this
Agreement. The Bank alone may, to the extent of its interest, exercise the
right to borrow or withdraw on the Policy cash values.  Where the Bank and the Insured (or assignee,
with the consent of the Insured) mutually agree to exercise the right to
increase the coverage under the Policy, then the rights, duties and benefits of
the parties to such increased coverage shall continue to be subject to the
terms of this Agreement.


 


III.          BENEFICIARY
DESIGNATION RIGHTS


 


The Insured (or assignee) shall have the right and
power to designate a beneficiary or beneficiaries to receive the Insured’s
share of the proceeds payable upon the death of the Insured, and to elect and
change a payment option for such beneficiary, subject to any right or interest
the Bank may have in such proceeds, as provided in this Agreement.


 


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IV.           PREMIUM PAYMENT
METHOD


 


The Bank intends to pay an amount equal to the planned
premiums and any other premium payments that might become necessary to keep the
Policy in force.


 


V.            TAXABLE BENEFIT


 


Annually, the Insured will receive a taxable benefit
equal to the assumed cost of insurance as required by the Internal Revenue
Service. The Bank (or its administrator) will report to the Insured the amount
of imputed income each year on Form W-2 or its equivalent.


 


VI.           DIVISION OF DEATH
PROCEEDS


 


Subject to Paragraphs VII and IX herein, the division
of the Policy death proceeds shall be as follows:


 


A.            Should the Insured be employed by the
Bank at the time of death, the Insured’s beneficiary(ies), designated in
accordance with Paragraph III, shall be entitled to a lump sum payment equal to
the present value of the retirement benefit provided in Section III(A) of
that certain Executive Salary Continuation Agreement between the Bank and
Insured, dated concurrently herewith (the “Salary Continuation Agreement”),
assuming that the payments would begin on the date of death and continue for
one hundred and eighty (180) months following retirement, or one hundred
percent (100%) of the total Policy proceeds, whichever amount is less.  Present value calculations shall be made
using the assumptions set forth in Section IX(L) of the Salary
Continuation Agreement.


 


B.            Should the Insured be retired from the
Bank at the time of death, the Insured’s beneficiary(ies), designated in
accordance with Paragraph III, shall be entitled to a lump sum payment equal to
the present value of the sum of all remaining payments that would have been
made under the Salary Continuation Agreement (if any), but for the Insured’s
death, or one hundred percent (100%) of the total Policy proceeds, whichever
amount is less.  Present value
calculations shall be made using the assumptions set forth in Section IX(L) of
the Salary Continuation Agreement.


 


C.            The Bank shall be entitled to the
remainder of the insurance Policy proceeds payable on the death of the Insured.


 


D.            The Bank and the Insured (or assignees)
shall share in any interest due on the death proceeds in the proportion that
the proceeds due to each respectively bears to the total proceeds, excluding
any such interest.


 


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VII.         DIVISION OF THE CASH SURRENDER
VALUE OF THE POLICY


 


During the life of the Insured, Bank shall at all
times be entitled to an amount equal to the Policy’s cash value, as that term
is defined in the insurance contract, less any Policy loans and unpaid interest
outstanding, cash withdrawals previously taken by the Bank, and any applicable
surrender charges. Such cash value shall be determined as of the date of surrender.  Notwithstanding the foregoing, upon the
Insured’s death, the Policy proceeds shall first be used to satisfy the
obligations to the Insured’s beneficiaries set forth in Paragraph VI.


 


VIII.       RIGHTS OF PARTIES WHERE POLICY
ENDOWMENT OR ANNUITY ELECTION EXISTS


 


In the event that the Policy involves an endowment or
annuity element, the Bank’s right and interest in any endowment proceeds or
annuity benefits, on expiration of the deferment period, shall be determined
under the provisions of this Agreement by regarding such endowment proceeds or
the commuted value of such annuity benefits as the Policy’s cash value.  Any endowment proceeds or annuity benefits
shall be considered to be like death proceeds for purposes of division under
this Agreement.


 


IX.          TERMINATION OF
AGREEMENT


 


This Agreement shall terminate upon the occurrence of
any one of the following:


 


1.             The Insured shall leave the employment of
the Bank involuntarily prior to one (1) full year of employment with the
Bank from the Effective Date of this Agreement; or


 


2.             The Insured shall leave the employment of
the Bank voluntarily at any time; or


 


3.             The Insured shall attain the age of 79;
or


 


4.             The Insured shall be discharged from
employment with the Bank for cause. The term for “cause” shall mean any of the
following that result in an adverse effect on the Bank: (i) gross
negligence or gross neglect; (ii) the commission of a felony or gross
misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the
willful violation of any law, rule, or regulation (other than a traffic
violation or similar offense); (iv) an intentional failure to perform
stated duties; or (v) a breach of fiduciary duty involving personal
profit; or


 


5.             Surrender, lapse, or other termination of
the Policy by the Bank.  Upon surrender,
lapse or termination of the Policy, the Insured (or assignee) shall have a
fifteen (15) day option to receive from the Bank an absolute assignment of the Policy
in consideration of a cash payment to the Bank in an amount equal to the
greater of:


 


(a)           The Bank’s share of the Policy’s cash value on the
date of assignment; or


 


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(b)           The sum of the premiums paid by the Bank prior to the
date of assignment, with interest.


 


If the Insured (or assignee) fails to exercise this option, fails to tender
the required cash payment, or dies within the fifteen (15) day period, then the
option shall terminate, and the Insured (or assignee) agrees that all of the
Insured’s rights, interest and claims in the Policy shall terminate as of the
date of termination of this Agreement.  The
Insured expressly agrees that this Agreement constitutes sufficient written
notice of the Insured’s option to receive an absolute assignment of the Policy
as set forth herein.


 


Except as provided above, this Agreement shall
terminate upon payment of the death benefit proceeds in accordance with
Paragraph VI above.


 


X.            NO ASSIGNMENT


 


The Insured may not, without the written consent of
the Bank, assign to any individual, trust or other organization, any right,
title or interest in the Policy nor any rights, options, privileges or duties
created under this Agreement.


 


XI.           AGREEMENT BINDING
UPON THE PARTIES


 


This Agreement shall bind the Insured and the Bank,
their heirs, successors, personal representatives and assigns.


 


XII.         ERISA PROVISIONS


 


The following provisions are part of this Agreement
and are intended to meet the requirements of the Employee Retirement Income
Security Act of 1974 (“ERISA”):


 


A.            Named Fiduciary and Plan Administrator.


 


The Named Fiduciary and Plan Administrator of this
Endorsement Method Split Dollar Agreement shall be Central Valley Community
Bank. As Named Fiduciary and Plan Administrator, the Bank shall be responsible
for the management, control, and administration of this Agreement. The Named
Fiduciary may delegate to others certain responsibilities, including the employment
of advisors and the delegation of any ministerial duties to qualified
individuals.


 


B.            Funding Policy.


 


The funding Policy for this Agreement shall be to
maintain the subject Policy in force by paying, when due, all premiums
required.


 


C.            Basis of Payment of Benefits.


 


The basis of payment of benefits under this Agreement
is direct payment by the Insurer.


 


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D.            Claim Procedures.


 


Claim forms or Policy information can be obtained by
contacting Clark Consulting at 952-893-6767. When the Named Fiduciary receives
a claim which may be covered under the Policy, he or she should contact the
office named above, and they will either complete a claim form and forward it
to an authorized representative of the Insurer or advise the Named Fiduciary
what further steps are necessary. The Insurer will evaluate and make a decision
as to payment. If the claim is payable, a benefit check will be issued in
accordance with the terms of this Agreement.


 


In the event that a claim is not eligible under the Policy, the Insurer
will notify the claimant of the denial pursuant to the Policy terms. If the claimant
is dissatisfied with the denial of the claim and wishes to contest such claim
denial, he or she should contact the office named above and they will assist in
making inquiry to the Insurer. All objections to the Insurer’s actions should
be in writing and submitted to the office named above for transmittal to the
Insurer.


 


XIII.       GENDER


 


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


 


XIV.       INSURANCE COMPANY NOT A PARTY TO
THIS AGREEMENT


 


The Insurer shall not be deemed a party to this
Agreement, but will respect the rights of the parties as herein provided upon
receiving an executed copy of this Agreement. Payment or other performance in
accordance with the Policy provisions shall fully discharge the Insurer for any
and all liability.


 


XV.         AMENDMENT OR REVOCATION


 


It is agreed by and between the parties hereto that,
during the lifetime of the Insured, this Agreement may be amended or revoked at
any time or times, in whole or in part, by the mutual written consent of the
Insured and the Bank.


 


XVI.       EFFECTIVE DATE


 


This Agreement shall be effective on the Effective
Date specified above.


 


XVII.      SEVERABILITY AND INTERPRETATION


 


If a provision of this Agreement is held to be invalid
or unenforceable, the remaining provisions shall nonetheless be enforceable
according to their terms. Further, in the event that any provision is held to
be overbroad as written, such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable according
to law and enforced as amended.


 


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XVIII.    APPLICABLE LAW


 


The validity and interpretation of this Agreement
shall be governed by applicable federal law and the laws of the State of
California.


 


XIX.       COMPETITION AFTER TERMINATION OF
EMPLOYMENT


 


The Bank shall not pay any benefit under this
Agreement if the Insured, without the prior written consent of the Bank,
engages in, becomes interested in, directly or indirectly, as a sole
proprietor, as a partner in a partnership, or as a substantial shareholder in a
corporation, or becomes associated with, in the capacity of employee, director,
officer, principal, agent, trustee or in any other capacity whatsoever, any
enterprise conducted in the trading area (a 50 mile radius) of the business of
the Bank, which enterprise is, or may deemed to be, competitive with any
business carried on by the Bank as of the date of termination of the Insured’s
employment or her retirement. This section shall not apply following a Change In
Control, as that term is defined on the Salary Continuation Agreement.


 


Executed at Fresno, California on January 2,
2008


 


 


	
  BANK:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
  CENTRAL VALLEY COMMUNITY BANK

  	
   

  	
  LYDIA SHAW

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Daniel Doyle

  	
   

  	
  /s/ Lydia Shaw

  
	
  Name: Daniel Doyle

  	
   

  	
  Lydia Shaw

  
	
  Title: President and Chief Executive Officer

  	
   

  	
   

  
				



 


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BENEFICIARY DESIGNATION


 


Central Valley Community Bank


Fresno, CA


Split Dollar Plan


 


I, Lydia Shaw, designate the
following as beneficiary of benefits under the Agreement payable following my
death:


 


	
  Primary:

  	
   

  	
   

  
	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  
	
  Contingent:

  	
   

  	
   

  
	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  %

  



 


Notes:


 


·      Please PRINT CLEARLY or TYPE the names of the
beneficiaries.


·      To name a trust as beneficiary, please
provide the name of the trustee(s) and the exact name and date of
the trust agreement.


·      To name
your estate as beneficiary, please write “Estate of  [your name] ”.


·      Be aware
that none of the contingent beneficiaries will receive anything unless ALL of
the primary beneficiaries predecease you.


 


I understand that I may change these beneficiary designations by
delivering a new written designation to the Administrator, which shall be
effective only upon receipt and acknowledgment by the Administrator prior to my
death.  I further understand that the
designations will be automatically revoked if the beneficiary predeceases me,
or, if I have named my spouse as beneficiary and our marriage is subsequently
dissolved.


 


	
  Name:

  	
  Lydia
  Shaw

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
						



 


SPOUSAL CONSENT (Required if
Spouse not named beneficiary):


 


I consent to the beneficiary designation above, and
acknowledge that if I am named beneficiary and our marriage is subsequently
dissolved, the designation will be automatically revoked.


 


Spouse
Name:


 


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