Exhibit 10.82


 


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 Daniel
J. Doyle (the “Executive”), each a “Party” and together the “Parties.”


 


RECITALS


 


A.            The Parties entered into that
certain Amended Salary Continuation Agreement dated December 31, 2006 (the
“Agreement”) which amended and
superseded a prior Executive Salary Continuation Agreement between the Parties in order to comply with Internal Revenue Code Section 409A,
together with regulations and guidance promulgated thereunder, as amended from
time to time (collectively referred to as “Section 409A”).


 


B.            The
Parties wish to amend the Agreement, as provided herein, in a manner consistent with final Treasury regulations issued
under Internal Revenue Code Section 409A in April of 2007 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 VIII
of the Agreement, entitled “Specified Employee Requirements,” is hereby deleted
in its entirety and replaced with the following:


 


VIII.        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.


 


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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.


 


2.             Termination of
Employment. The following provision is hereby added to Section I(P) of
the Agreement, entitled “Termination of Employment or Employment Terminates.”  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.  Section VII of the
Agreement, entitled “Change In Control,” is hereby deleted in its entirety and
replaced with the following paragraph.


 


VII.         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, 2010.  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

  	
  DANIEL
  J. DOYLE

  
	
   

  	
   

  
	
  By:

  	
  /s/Daniel
  N. Cunningham

  	
   

  	
  /s/Daniel
  J. Doyle

  
	
  Name:

  	
  Daniel
  N. Cunningham

  	
   

  	
  Daniel
  J. Doyle

  
	
  Title:

  	
  Chairman
  of the Board

  	
   

  	
   

  
					



 


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