Exhibit 10.81


 


SALARY CONTINUATION AGREEMENT AMENDMENT


 


This
Salary Continuation Agreement Amendment (the “Amendment”)
is made effective as of March 1, 2008, and is entered into by and between
Central Valley Community Bank (the “Bank”) and                                 
(the “Executive”), each a “Party” and together the “Parties.”


 


RECITALS


 


A.            The Parties entered into that
certain Salary Continuation Agreement dated January 2, 2008 or March 1,
2007(the “Agreement”).


 


B.            The
Parties wish to amend the Agreement, as provided herein, to comply with final Treasury regulations issued under Internal
Revenue Code Section 409A (together with regulations and guidance
promulgated thereunder, as amended from time to time, “Section 409A”)  and to make certain permitted changes.


 


AGREEMENT


 


In
consideration of the mutual promises, covenants, and agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


1.             Specified
Employee Requirements.  Section VII
of the Agreement, entitled “Specified Employee Requirements,” is hereby deleted
in its entirety and replaced with the following:


 


VII.         SPECIFIED EMPLOYEE
REQUIREMENTS


 


A.            Six-Month
Delay.  Notwithstanding anything to the
contrary, if Executive is a Specified Employee (defined below) as of the date
of Termination of Employment, payments under the Agreement upon Termination of
Employment may not be made before the date that is six months after Termination
of Employment (or, if earlier than the end of the six-month period, the date of
death of the Executive).  Payments to
which the Executive would otherwise be entitled during the first six months
following Termination of Employment, but for this Six-Month Delay provision, shall
be accumulated and paid on the first day of the seventh month following
Termination of Employment.


 


B.            Specified
Employee.  Executive shall be deemed
to be a “Specified Employee” if, as of the date
of Executive’s Termination of Employment, Executive is a Key Employee (defined
below) of the Bank and the Bank has stock which is publicly traded on an
established securities market or otherwise.


 


C.            Key
Employee.  If Executive meets each of
the requirements of Internal Revenue Code 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 a twelve month period ending
on December 31 (the “Specified Employee
Identification Date”), then Executive shall be treated as a Key
Employee for the entire twelve month period beginning on the following April 1.  Such April 1 date shall be the “Specified Employee Effective Date” for purposes of Section 409A.


 


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2.             Termination of
Employment. The following provision is hereby added to Paragraph One of Section V
of the Agreement, entitled “Termination of Employment and Disability.”  This provision shall be effective on January 1,
2009, and shall have no force or effect until such time.


 


Notwithstanding
the foregoing, Executive’s employment shall be deemed to have terminated, and
Executive shall have suffered an Employment Termination, when the Parties
reasonably anticipate that Executive will have a permanent reduction in the
level of bona fide services provided to the Bank, to a level of service that is
less than fifty percent (50%) of the average level of bona fide services
provided by Executive to the Bank in the immediately preceding thirty-six (36)
month period.


 


3.             Change In
Control.  Paragraph One of Section VI
of the Agreement, entitled “Change In Control,” is hereby deleted in its
entirety and replaced with the following paragraph.  Paragraph two of Section VI of the
Agreement remains unchanged.


 


VI.           CHANGE
IN CONTROL


 


Upon a Change In Control, the Bank shall pay the
Executive a lump sum payment equal to the present value (calculated using the
assumptions set forth in section IX(L), determined as of the date of payment)
of one hundred percent (100%) of the benefit that the Executive would have
received under Section III(A) had the Executive been employed by the
Bank until December 31, 20    .  The lump sum payment shall be made on the
first day of the month following the date of Change In Control.  Change In Control benefit projections are
included in Exhibit A attached hereto. 
The payment of a lump sum pursuant to this Section shall be in lieu
of any other benefit under this Agreement. 
Any benefit payable under this Section shall be subject to
reduction or elimination as provided in Section XII.


 


4.             No Other
Amendments or Changes. Except as expressly amended or modified by this
Amendment, all of the terms and conditions of the Agreement shall remain
unchanged and in full force and effect.


 


[signatures immediately follow]


 


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Executed
effective as of the date first written above.


 


	
  BANK: 

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
  CENTRAL VALLEY COMMUNITY BANK

  	
   

  



 


	
  By:

  	
   

  	
   

  	
   

  
	
  Name:  Daniel Doyle

  	
   

  	
   

  
	
  Title:  President and Chief Executive Officer

  	
   

  	
   

  



 


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