EXHIBIT
10.80


 


EXECUTIVE SALARY CONTINUATION AGREEMENT


 


This
Executive Salary Continuation Agreement (the “Agreement”)
is made effective January 2, 2008 (the “Effective
Date”), and is entered into by and between Central Valley Community
Bank (the “Bank”) and Lydia Shaw (the “Executive”), each a “Party”
and together the “Parties.”


 


RECITALS


 


A.            The Executive is a valued Executive of
the Bank, and currently serves as the Bank’s Senior Vice President of Consumer
and Retail Banking.


 


B.            The Bank’s Board of Directors (the “Board”) has determined that the Executive’s services to the
Bank are valuable.  The Bank and the
Executive desire to enter into this Agreement under which the Bank has agreed
to make certain payments to the Executive at retirement.


 


C.            The Parties intend that this Agreement
shall constitute an unfunded arrangement maintained primarily to provide
supplemental retirement benefits for the Executive under the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”).  The parties further intend that this
Agreement shall constitute a nonqualified deferred compensation arrangement
under the Internal Revenue Code (“Code”).  The Executive is fully advised of the Bank’s
financial status and has had substantial input in the design of and benefits
provided under this Agreement.


 


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:


 


I.              EMPLOYMENT


 


The
Bank agrees to employ the Executive in such capacity as the Bank may from time
to time determine. The Executive will continue in the employ of the Bank in
such capacity and with such duties and responsibilities as may be assigned to her,
and with such compensation as may be determined from time to time by the Board.
At all times, unless modified in writing, the Executive’s employment shall be
at-will.  Subject to the terms of this
Agreement, either the Bank or the Executive may terminate the employment
relationship at any time, for any reason or for no reason.


 


II.            FRINGE BENEFITS


 


The salary
continuation benefits provided by this Agreement are granted by the Bank as a
fringe benefit to the Executive and are not part of any salary reduction plan
or an arrangement deferring a bonus or a salary increase. The Executive has no
option to take any current payment or bonus in lieu of salary continuation benefits.


 


1

















 


III.           RETIREMENT BENEFIT
AND EARLY RETIREMENT BENEFIT


 


For
purposes of this section, “Retirement” and
“Retire” mean that the Executive remains
in the continuous employ of the Bank from the Effective Date and then retires
from active employment (and her Employment Terminates) with the Bank, after
attaining age sixty (60).


 


A.            Retirement Benefit.


 


If the Executive Retires on or after December 31, 2020,
the Bank shall pay the Executive an annual retirement benefit equal to Fifty
Thousand Dollars and No/100 ($50,000.00), in equal monthly installments (1/12
of the annual benefit), for a period of one hundred and eighty (180) months,
commencing with the first day of the month following the date of the Executive’s
Retirement.  Beginning with the
thirteenth month that benefits are paid, and continuing thereafter until paid
in full, the annual benefit shall be increased each year by three percent (3%)
from the previous year’s benefit to account for cost of living increases.  In the event of the Executive’s death prior
to the date all payments have been made, Section IV of this Agreement
shall control.


 


B.            Early Retirement Benefit.


 


If the Executive Retires on or after March 29,
2016 and prior to December 31, 2020, the Bank shall pay the Executive an
annual early retirement benefit, based on the month of retirement, equal to:


 


	
  Retirement

  Month

  	
   

  	
  Annual

  Amount

  	
   

  	
  Retirement

  Month

  	
   

  	
  Annual

  Amount

  	
   

  	
  Retirement

  Month

  	
   

  	
  Annual

  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  January 2018

  	
   

  	
  $

  	
  35,416.68

  	
   

  	
  January 2020

  	
   

  	
  $

  	
  45,416.68

  	
   

  
	
  March 2016

  	
   

  	
  $

  	
  26,250.00

  	
   

  	
  February 2018

  	
   

  	
  $

  	
  35,833.34

  	
   

  	
  February 2020

  	
   

  	
  $

  	
  45,833.35

  	
   

  
	
  April 2016

  	
   

  	
  $

  	
  26,666.67

  	
   

  	
  March 2018

  	
   

  	
  $

  	
  36,250.01

  	
   

  	
  March 2020

  	
   

  	
  $

  	
  46,250.02

  	
   

  
	
  May 2016

  	
   

  	
  $

  	
  27,083.34

  	
   

  	
  April 2018

  	
   

  	
  $

  	
  36,666.68

  	
   

  	
  April 2020

  	
   

  	
  $

  	
  46,666.68

  	
   

  
	
  June 2016

  	
   

  	
  $

  	
  27,500.00

  	
   

  	
  May 2018

  	
   

  	
  $

  	
  37,083.34

  	
   

  	
  May 2020

  	
   

  	
  $

  	
  47,083.35

  	
   

  
	
  July 2016

  	
   

  	
  $

  	
  27,916.67

  	
   

  	
  June 2018

  	
   

  	
  $

  	
  37,500.01

  	
   

  	
  June 2020

  	
   

  	
  $

  	
  47,500.02

  	
   

  
	
  August 2016

  	
   

  	
  $

  	
  28,333.34

  	
   

  	
  July 2018

  	
   

  	
  $

  	
  37,916.68

  	
   

  	
  July 2020

  	
   

  	
  $

  	
  47,916.69

  	
   

  
	
  September 2016

  	
   

  	
  $

  	
  28,750.00

  	
   

  	
  August 2018

  	
   

  	
  $

  	
  38,333.34

  	
   

  	
  August 2020

  	
   

  	
  $

  	
  48,333.35

  	
   

  
	
  October 2016

  	
   

  	
  $

  	
  29,166.67

  	
   

  	
  September 2018

  	
   

  	
  $

  	
  38,750.01

  	
   

  	
  September 2020

  	
   

  	
  $

  	
  48,750.02

  	
   

  
	
  November 2016

  	
   

  	
  $

  	
  29,583.34

  	
   

  	
  October 2018

  	
   

  	
  $

  	
  39,166.68

  	
   

  	
  October 2020

  	
   

  	
  $

  	
  49,166.69

  	
   

  
	
  December 2016

  	
   

  	
  $

  	
  30,000.00

  	
   

  	
  November 2018

  	
   

  	
  $

  	
  39,583.35

  	
   

  	
  November 2020

  	
   

  	
  $

  	
  49,583.35

  	
   

  
	
  January 2017

  	
   

  	
  $

  	
  30,416.67

  	
   

  	
  December 2018

  	
   

  	
  $

  	
  40,000.01

  	
   

  	
  December 2020

  	
   

  	
  $

  	
  50,000.00

  	
   

  
	
  February 2017

  	
   

  	
  $

  	
  30,833.34

  	
   

  	
  January 2019

  	
   

  	
  $

  	
  40,416.68

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March 2017

  	
   

  	
  $

  	
  31,250.01

  	
   

  	
  February 2019

  	
   

  	
  $

  	
  40,833.35

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April 2017

  	
   

  	
  $

  	
  31,666.67

  	
   

  	
  March 2019

  	
   

  	
  $

  	
  41,250.01

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 2017

  	
   

  	
  $

  	
  32,083.34

  	
   

  	
  April 2019

  	
   

  	
  $

  	
  41,666.68

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 2017

  	
   

  	
  $

  	
  32,500.01

  	
   

  	
  May 2019

  	
   

  	
  $

  	
  42,083.35

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 2017

  	
   

  	
  $

  	
  32,916.67

  	
   

  	
  June 2019

  	
   

  	
  $

  	
  42,500.01

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August 2017

  	
   

  	
  $

  	
  33,333.34

  	
   

  	
  July 2019

  	
   

  	
  $

  	
  42,916.68

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September 2017

  	
   

  	
  $

  	
  33,750.01

  	
   

  	
  August 2019

  	
   

  	
  $

  	
  43,333.35

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October 2017

  	
   

  	
  $

  	
  34,166.67

  	
   

  	
  September 2019

  	
   

  	
  $

  	
  43,750.02

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 2017

  	
   

  	
  $

  	
  34,583.34

  	
   

  	
  October 2019

  	
   

  	
  $

  	
  44,166.68

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 2017

  	
   

  	
  $

  	
  35,000.01

  	
   

  	
  November 2019

  	
   

  	
  $

  	
  44,583.35

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  December 2019

  	
   

  	
  $

  	
  45,000.02

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2

















 


The early retirement benefit shall be paid in
lieu of any other benefit under this Agreement, in equal monthly installments
(1/12 of the annual benefit) for a period of one hundred and eighty (180)
months, commencing with the first day of the month following the date of the
Executive’s Retirement.  Beginning with
the thirteenth month that benefits are paid, and continuing thereafter until
paid in full, the annual benefit shall be increased each year by three percent
(3%) from the previous year’s benefit to account for cost of living
increases.  In the event of the Executive’s
death prior to the date all payments have been made, Section IV of this
Agreement shall control.


 


IV.           DEATH BENEFIT


 


In the
event of the Executive’s death, no benefits shall be payable hereunder and this
Agreement shall automatically terminate. 
If the Executive is already in pay status at the time of her death, no
further payments will be made, and her right to any additional payments will
terminate.  Notwithstanding the
foregoing, in the event that the Policy(ies) described in that certain Life
Insurance Endorsement Method Split Dollar Agreement between the Bank and the
Executive of even date herewith (the “Split Dollar Agreement”) is/are
surrendered, lapse or are otherwise terminated by the Bank, and the Bank does
not replace such Policy(ies) with other comparable life insurance, such that no
death benefits are payable under the Split Dollar Agreement, then in the event
of the Executive’s death, the Executive’s beneficiaries under the Split Dollar
Agreement shall be entitled to the payment of the benefits, if any, described
in Section VI(A) or VI(B) of the Split Dollar Agreement, as
applicable, in lieu of any other benefit under this Agreement.


 


V.            TERMINATION OF
EMPLOYMENT AND DISABILITY


 


“Termination of Employment”
or “ Employment Terminates “ means that the
Executive’s employment with the Bank is terminated and the Executive actually
separates from service with the Bank and does not continue in her prior
capacity.  Termination of Employment does
not include the Executive’s military leave, sick leave or other bona fide leave
of absence (such as temporary employment with the government) if the period of
leave does not exceed six months, or if longer, so long as her right to
reemployment with the Bank is provided either in contract or by statute.  Notwithstanding anything to the contrary, the
terms “Termination of Employment” and “Employment Terminates” shall be construed
in accordance with Code Section 409A, together with regulations and guidance
promulgated thereunder, as amended from time to time (collectively referred to
as “Code Section 409A”).


 


A.            Voluntary Termination of Employment.


 


In
the event of the Executive’s Voluntary Termination prior to Retirement or prior
to a Change In Control, this Agreement shall immediately terminate and the
Executive shall not be entitled to receive any benefits under this
Agreement.  “Voluntary
Termination” means the Executive’s Employment Terminates prior to
Retirement by Executive’s voluntary action.


 


3

















 


B.            Involuntary Termination of Employment.


 


In the event of the Executive’s Involuntary Termination prior to
Retirement, the Bank shall pay the Executive an involuntary termination
benefit, in lieu of any other benefit under this Agreement, in an amount equal
to the present value of an annual retirement benefit of Fifty Thousand Dollars
($50,000) per year for fifteen (15) years, reduced by ten percent (10%) for
each year prior to December 31, 2020 that Involuntary Termination occurs
(prorated by month), determined as of the first day of the month in which
Involuntary Termination occurs.  The
benefit shall be paid in a lump sum, determined by using the assumptions set
forth in Section IX(L) and the payment shall be made on the date the
Executive attains age sixty-five (65).  “Involuntary  Termination”
means the Executive’s Employment Terminates by action of the Bank prior to
Retirement, and such Termination of Employment is not For Cause.


 


C.            Termination of Employment For Cause.


 


In the event the Executive’s
Employment Terminates For Cause prior to Retirement, then this Agreement shall
immediately terminate and the Executive shall forfeit all benefits and shall
not be entitled to receive any benefits under this Agreement.  “For Cause”
shall mean any of the following actions by the Executive that result in an
adverse effect on the Bank: (1) gross negligence or gross neglect; (2) the
commission of a felony or gross misdemeanor involving moral turpitude, fraud,
or dishonesty; (3) the willful violation of any law, rule, or regulation
(other than a traffic violation or similar offense); (4) an intentional
failure to perform stated duties; or (5) a breach of fiduciary duty
involving personal profit.  If a dispute
arises as to whether Termination of Employment was For Cause, such dispute
shall be resolved by arbitration as set forth in this Agreement.


 


D.            Disability.


 


In
the event the Executive becomes Disabled prior to Retirement or Termination of
Employment, and Executive’s Employment Terminates because of such Disability,
the Bank shall pay the Executive an annual disability benefit in an amount
determined by calculating the annual amount payable if the Executive’s Accrual
Balance, determined as of the first day of the month in which the Executive’s
Employment Terminates due to Disability, is paid over fifteen (15) years with
interest accruals.  For this purpose, “Accrual Balance” means the liability accrued by the Bank
under Generally Accepted Accounting Principles for the Bank’s obligation to the
Executive under this Agreement, applying the discount rate described in Section IX(L).  The Accrual Balance shall be calculated on a
monthly basis.


 


The
disability benefit shall be paid in lieu of any other benefit under this Agreement,
in equal monthly installments (1/12 of the annual benefit) for a period of one
hundred and eighty (180) months, commencing with the first day of the month
following the date of the Executive’s Termination of Employment.  Beginning with the thirteenth month that
benefits are paid, and continuing thereafter until paid in full, the annual
benefit shall be increased each year by three percent (3%) from the previous
year’s benefit to account for cost of living increases.  The annual disability benefit is shown in
Column (8) of Exhibit A, attached hereto and fully incorporated
herein by reference.  In the event of the
Executive’s death prior to the date all payments have been made, Section IV
of this Agreement shall control.


 


4

















 


“Disabled”
or “Disability” shall mean that the Executive (1) is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months; or (2) is,
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan covering
Bank employees.  If there is a dispute
regarding whether the Executive is Disabled, such dispute shall be resolved by
a mutually agreeable physician.  Such
resolution shall be binding upon all Parties to this Agreement.  The determination of Disability shall be made
in a uniform and nondiscriminatory manner applied to all Bank employees under
similar circumstances.  Notwithstanding
anything to the contrary, the term “Disability” shall be construed in
accordance with Code Section 409A. 
In the event of the Executive’s death, Section IV of this Agreement
shall control.


 


VI.           CHANGE IN CONTROL


 


Upon a Change In
Control, if, within twenty four (24) months of the Change In Control, the
Executive’s Employment Terminates (whether Voluntary Termination or Involuntary
Termination) for any reason other than For Cause, then 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, 2020.  The
lump sum payment shall be made on the first day of the month following the date
of Executive’s Termination of Employment. 
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.


 


A “Change In Control” shall be deemed to have occurred on the
date that any one person, or more than one person acting as a group, acquires
ownership of stock of the Bank 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 the Bank. 
However, if any one person or more than one person acting as a group, is
considered to own more than fifty percent (50%) of the total fair market value
or total voting power of the stock of the Bank, the acquisition of additional
stock by the same person or persons will not be considered to cause a Change In
Control.  Further, an increase in the
percentage of stock owned by any one person, or persons acting as a group, as a
result of a transaction in which the Bank acquires its stock in exchange for
property will not be considered to cause a Change In Control.  Transfers of Bank stock on account of death,
gift, transfers between family members or transfers to a qualified retirement
plan maintained by the Bank shall not be considered in determining whether
there has been a Change In Control.  For
purposes of this Section, the term “Bank” shall include any holding company,
meaning any corporation that is a majority shareholder of the Bank.  A “Change In Control” shall be interpreted in
accordance with the definition of “Change in Ownership” under Code Section 409A,
and to the extent that an event or series of events does not constitute a “Change
in Ownership” under Code Section 409A, the event or series of events will
not constitute a “Change In Control” under this Agreement.


 


5

















 


VII.         SPECIFIED EMPLOYEE REQUIREMENTS


 


Notwithstanding
anything to the contrary, payments made under this Agreement shall be delayed
so that no payments are made during the first six (6) months following
Termination of Employment, if such delay is required by the Specified Employee
requirements of Code Section 409A.


 


VIII.       RESTRICTIONS ON FUNDING


 


The Bank shall have no
obligation to set aside, earmark or entrust any fund or money with which to pay
its obligations under this Agreement. To the extent the Executive or any
successor in interest becomes eligible to receive benefits under this
Agreement, he or she shall be and remain simply a general creditor of the Bank
in the same manner as any other creditor having a general claim for matured and
unpaid compensation.


 


The Bank reserves the
absolute right, in its sole discretion, to purchase life insurance in
conjunction with the benefits provided under this Agreement.  The Bank further reserves the absolute right,
in its sole discretion, to establish a grantor trust which may be used to hold
Bank assets to be maintained as reserves against the Bank’s unfunded, unsecured
obligations hereunder.  Such reserves
shall at all times be subject to the claims of the Bank’s creditors.  If a trust or other vehicle is established,
the Bank’s obligations hereunder shall be reduced to the extent assets are
utilized to meet its obligations.  Any
trust established by the Bank and the assets held in trust shall conform in
substance to the terms of the model trust described in Revenue Procedure 92-64,
1992-33 IRB 11 (8-17-92).  The Bank
reserves the absolute right, in its sole discretion, to terminate any life
insurance purchased or any grantor trust established for these purposes at any
time, in whole or in part.  At no time
shall the Executive have any lien or right, title or interest in or to any
specific investment or to any assets of the Bank.  If the Bank elects to invest in a life
insurance, disability or annuity policy upon the life of the Executive, then
the Executive shall assist the Bank by freely submitting to a physical exam and
supplying such additional information necessary to obtain such insurance or
annuities.


 


IX.          MISCELLANEOUS


 


A.            Prohibition Against Alienation or
Assignment.


 


The
Executive, her surviving spouse, and any other beneficiary(ies) under this
Agreement shall not have any power or right to transfer, assign, anticipate,
hypothecate, mortgage, commute, modify or otherwise encumber in advance any
benefit which may become payable hereunder. 
No benefits shall be subject to seizure for the payment of any debts,
judgments, alimony or separate maintenance owed by the Executive or the
Executive’s beneficiary(ies), or be transferable by operation of law in the
event of bankruptcy, insolvency or otherwise. In the event the Executive or any
beneficiary attempts to assign, commute, hypothecate, transfer or dispose of
the benefits which may become payable hereunder, the Bank’s liabilities shall
forthwith cease and terminate.


 


6

















 


B.            Binding Obligation of the Bank and any
Successor in Interest.


 


The
Bank shall not merge or consolidate into or with another bank or sell
substantially all of its assets to another bank, firm or person until such
bank, firm or person agrees, in writing, to assume and discharge the Bank’s duties
and obligations under this Agreement. This Agreement shall be binding upon the Parties,
their successors, beneficiaries, heirs and personal representatives.


 


C.            Amendment or Revocation.


 


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


 


D.            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.


 


E.             Effect on Other Bank Benefit Plans.


 


Nothing
contained in this Agreement shall affect the Executive’s right or shall create
any rights to participate in or be covered by any qualified or non-qualified
pension, profit-sharing, group, bonus or other supplemental compensation or
fringe benefit plan sponsored or offered by the Bank.


 


F.             Headings.


 


Headings
and subheadings in this Agreement are inserted for reference and convenience
only and shall not be deemed a part of this Agreement.


 


G.            Applicable Law.


 


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


 


H.            12 U.S.C. § 1828(k).


 


Any
payments made to the Executive pursuant to this Agreement, or otherwise, are subject
to and conditioned upon their compliance with 12 U.S.C. § 1828(k) or any
regulations promulgated thereunder.


 


I.              Partial Invalidity.


 


If
any term, provision, covenant, or condition of this Agreement is determined by
an arbitrator or a court 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.


 


7

















 


J.             Not a Contract of Employment.


 


This
Agreement shall not be deemed to constitute a contract of employment between
the Parties, nor shall any provision hereof restrict the right of the Bank to
discharge the Executive, or restrict the right of the Executive to terminate
employment. At all times, the Executive’s employment shall remain at-will.


 


K.            Effective Date.


 


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


 


L.             Present Value.


 


All
present value calculations under this Agreement shall be based on the following
discount rate:


 


	
  Discount Rate:

  	
   

  	
  The discount rate as used
  in the APB 12 calculations for this Agreement. The initial rate shall be six
  percent (6%).

  



 


 


M.           Contradiction in Terms of Agreement and
Exhibits.


 


If
there is a contradiction in the terms of this Agreement and the exhibits
attached hereto with respect to the benefits payable, then the terms set forth
in the Agreement shall control.


 


X.            ERISA PROVISIONS


 


A.            Named Fiduciary and Plan Administrator.


 


The
“Named Fiduciary and Plan Administrator”
of this Agreement shall be Central Valley Community Bank.  The Board, in its discretion, may appoint one
or more individuals to serve in this capacity. 
As Named Fiduciary and Plan Administrator, the Bank shall be responsible
for the management, control and administration of the Agreement.  The Named Fiduciary may delegate to others
certain aspects of the management and operation, including the employment of
advisors and the delegation of ministerial duties to qualified individuals.


 


B.            Claims Procedure and Arbitration.


 


In
the event a dispute arises with respect to benefits under this Agreement and
the disputed benefits are not paid, then the Executive or her beneficiaries may
make a written claim to the Named Fiduciary and Plan Administrator named above
within sixty (60) days from the date payments are refused.  The Named Fiduciary and Plan Administrator
shall review the written claim and, if the claim is denied in whole or in part,
they shall respond in writing within sixty (60) days of receipt of such claim,
stating specific reasons 


 


8

















 


for
the denial, and providing references to the provisions of this Agreement upon
which the denial is based and any additional material or information necessary
to perfect the claim.  Such written
notice shall further indicate the additional steps to be taken by claimant(s) if
a further review of the claim is desired. 
A claim shall be deemed denied if the Named Fiduciary and Plan
Administrator fail to take any action within the prescribed sixty (60) day
period.


 


If
claimants desire a second review they shall notify the Named Fiduciary and Plan
Administrator in writing within sixty (60) days of the initial claim denial.  Claimants may review this Agreement or any
documents relating thereto and submit any written issues and comments that may
be appropriate.  In their sole
discretion, the Named Fiduciary and Plan Administrator shall then review the
second claim and provide a written decision within sixty (60) days of receipt
of such claim.  This decision shall
likewise state the specific reasons for the decision and shall include
reference to specific provisions of this Agreement upon which the decision is
based.


 


If
claimants continue to dispute the benefit denial based upon completed
performance of this Agreement or the meaning and effect of the terms and
conditions thereof, then claimants may submit the dispute to an Arbitrator for
final arbitration.  The Arbitrator shall
be selected by mutual agreement of the Bank and the claimants.  The Arbitrator shall operate under any
generally recognized set of arbitration rules. 
The Parties agree that they and their heirs, personal representatives,
successors and assigns shall be bound by the decision of such Arbitrator with
respect to any controversy properly submitted to it for determination.


 


Where
a dispute arises as to benefits forfeited as a result of the Bank’s discharge
of the Executive For Cause, such dispute shall likewise be submitted to
arbitration as described above and the Parties agree to be bound by the
Arbitrator’s decision.


 


XI.           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, rules and regulations will continue in effect in their current
form.  If any such assumptions should
change and the change has a detrimental effect on this Agreement, then the Bank
reserves the right to terminate or modify this Agreement.  This paragraph shall become null and void
effective immediately upon a Change In Control.


 


XII.         EXCESS PARACHUTE PAYMENTS


 


Notwithstanding
any provision of this Agreement to the contrary, if all or a portion of any
benefit payment under this Agreement, alone or together with any other
compensation or benefit, will be a non-deductible expense to the Bank by reason
of Code Section 280G, the Bank may, in its sole discretion, reduce the
benefits payable under this Agreement as necessary to avoid the application of Section 280G.  The Bank shall have the power to reduce
benefits payable under this Agreement to zero, if necessary.


 


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XIII.        COMPETITION AFTER TERMINATION OF
EMPLOYMENT


 


The
Bank shall not pay any benefit under this Agreement if the Executive, 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 Executive’s employment or her Retirement. This section shall
not apply following a Change In Control.


 


XIV.        PROHIBITION AGAINST ACCELERATION.


 


Notwithstanding anything to the contrary, neither the
time nor scheduling of payments under this Agreement may be accelerated unless
such acceleration is permissible under Code Section 409A, other applicable
law and the terms of this Agreement.


 


 


IN WITNESS WHEREOF, the Parties acknowledge that each has carefully read
this Agreement and executed the original on January 2,
2008 and that, upon execution, each has received a conforming copy.


 


	
  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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