AGREEMENT

     

    This
      Agreement is made and is effective as of {date}
      by and
      between Heritage Oaks Bank (“Company”) and {name}
      (“Executive”).

    


    WHEREAS,
      Executive is currently employed by the Company and its parent company Heritage
      Oaks Bancorp, a California corporation (“Bancorp”) in the capacities of
      Executive Vice-President and {insert
      functional title}
      of each
      of Company and Bancorp, and Executive’s background, expertise and efforts have
      contributed to the success and financial strength of the Company;
      and

    


    WHEREAS,
      the Company wishes to assure itself of the continued opportunity to benefit
      from
      Executive’s services and Executive wishes to serve in the employ of the Company
      for such purposes;

    


    WHEREAS,
      the Board of Directors of the Company (“Board”) has determined that the best
      interests of the Company would be served by setting forth the benefits which
      the
      Company will provide to Executive if the Executive remains employed by the
      Company up to and including the consummation of a Change in Control of the
      Company; and 

    


    WHEREAS,
      the Company wishes to provide a specific incentive to Executive to remain in
      the
      employ of the Company through and including the consummation of any Change
      in
      Control of the Company, as defined herein.

    


    NOW,
      THEREFORE, in order to effect the foregoing, the parties hereto wish to enter
      into an agreement on the terms and conditions set forth below. This agreement
      (“Agreement”) therefore sets forth those benefits which the Company will provide
      to Executive in the event of a “Change in Control of the Company” (as defined in
      paragraph 2) under the circumstances described below or in contemplation of
      a
      Change in Control as discussed in Paragraph 1 below. Accordingly, in
      consideration of the premises and the respective covenants and agreements of
      or
      in contemplation of a Change in Control as discussed in Paragraph 1 below herein
      contained, and intending to be legally bound hereby, the parties hereto agree
      as
      follows:

    


    1.
      TERM.
      If a
      Change in Control of the Company should occur while Executive is still an
      employee of the Company, then this Agreement shall continue in effect from
      the
      date of such Change in Control of the Company for so long as Executive remains
      an employee of the Company, but in no event for more than two years following
      the consummation of a Change in Control of the Company; provided, however,
      that
      the expiration of the term of this Agreement shall not adversely affect
      Executive’s rights under this Agreement which have accrued prior to such
      expiration. If no Change in Control of the Company occurs before Executive’s
      status as an employee of the Company is terminated, this Agreement shall expire
      on such date. Prior to a Change in Control of the Company, Executive’s
      employment may be terminated by the Company with or without Cause (as defined
      in
      paragraph 3(iii)), and/or this Agreement may be terminated by the Company at
      any
      time upon written notice to Executive and, in either or both such events,
      Executive shall not be entitled to any of the benefits provided hereunder;
      provided, however, a termination of Executive, or this Agreement, in
      contemplation of but prior to a Change in Control shall be presumed to be a
      termination following a Change in Control if such termination is reasonably
      proximate in time to the public announcement of said Change in
      Control.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    2.
      CHANGE
      IN CONTROL.
      For
      purposes of this Agreement, a “Change in Control of the Company” shall be deemed
      to have occurred if (A) there shall be consummated (1) any consolidation or
      merger of the Company or Bancorp in which the Company or Bancorp, as the case
      may be, is not the continuing or surviving corporation (unless the shareholders
      of Company or Bancorp, as the case may be, immediately before such merger own
      immediately after such merger more than a majority of the voting securities
      of
      the surviving entity), or pursuant to which shares of the Company’s or Bancorp’s
      common stock would be converted in whole or in part into cash, securities or
      other property, or (2) any sale, lease, exchange or transfer (in one transaction
      or a series of related transactions) of all or substantially all the assets
      of
      the Company or Bancorp, or (B) the shareholders of the Company or Bancorp shall
      approve any plan or proposal for the liquidation or dissolution of the Company
      or Bancorp, or (C) any “person” (as such term is used in Sections 13(d)(3) and
      14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”)), other than the Company or Bancorp, or a subsidiary thereof, or any
      employee benefit plan sponsored by the Company or Bancorp, or a subsidiary
      thereof, or a corporation owned, directly or indirectly, by the shareholders
      of
      the Company or Bancorp in substantially the same proportions as their ownership
      of stock of the Company or Bancorp, shall become the beneficial owner (within
      the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company
      or Bancorp representing 20% or more of the combined voting power of the
      Company’s or Bancorp’s then outstanding securities ordinarily (and apart from
      rights accruing in special circumstances) having the right to vote in the
      election of directors as a result of a tender or exchange offer, open market
      purchases, privately negotiated purchases or otherwise.

    


    3.
      TERMINATION
      FOLLOWING CHANGE IN CONTROL.
      If a
      Change in Control of the Company shall have occurred while Executive is still
      an
      employee of the Company, Executive shall be entitled to the payments and
      benefits provided in paragraph 4 hereof upon the subsequent termination of
      Executive’s employment, within two years following the consummation of a Change
      in Control of the Company, by Executive or by the Company unless such
      termination is (a) because of death, “Disability” or “Retirement” (as defined
      below), (b) by the Company for “Cause” (as defined below), or (c) by Executive
      other than for “Good Reason” (as defined below), in any of which events
      Executive shall not be entitled to receive benefits under this
      Agreement.

    


    (i)
      Disability.
      If, as a
      result of Executive’s incapacity due to physical or mental illness, Executive
      shall have been absent from her duties with the Company on a full-time basis
      for
      90 days, the Company may terminate this Agreement for “Disability.”

    


    (ii)
      Retirement.
      Retirement shall mean the voluntary termination by Executive of her employment
      for other than “Good Reason” (as defined below) which termination qualifies as
      retirement in accordance with any pension plan adopted by the Company, pursuant
      to the Company’s normal retirement policies, or in accordance with any
      retirement arrangement established with Executive’s consent with respect to
      Executive; provided, however, that no mandatory retirement, whether under any
      pension plan or in accordance with any such other retirement arrangement, shall
      constitute Retirement for purposes of this Agreement, unless Executive has
      previously consented thereto in writing.

    


    
      
         

      

      
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    (iii)
      Cause.
      Executive’s employment shall cease following a Change in Control upon a good
      faith finding of Cause by the Board. “Cause” hereunder means the
      following:

    


    (A)
      Executive’s personal dishonesty, incompetence or willful misconduct, including
      but not limited to a breach of the Company’s or Bancorp’s code of ethics or code
      of conduct;

    


    (B)
      Executive’s breach of fiduciary duty involving personal profit;

     

    (C)
      Executive’s intentional failure to perform Executive’s duties for the Company
      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 her 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 Company’s business or reputation; or 

    


    (E)
      the
      willful engaging by Executive in gross misconduct materially and demonstrably
      injurious to the Company.

    


    Notwithstanding
      any of the foregoing, Executive remains an “at will” employee of the Company and
      the Company can without cause terminate Executive’s employment prior to any
      Change in Control in the discretion of the Board of Directors of the
      Company.

    


    (iv)
      Resignation
      for Good Reason.
      Following a Change in Control during the Term hereof, Executive may, under
      the
      following circumstances, regard Executive's employment as being constructively
      terminated by the Company (and in such case Executive's employment shall
      terminate) and may, therefore, Resign for Good Reason within 90 days of
      Executive's discovery of the occurrence of one or more of the following events,
      any of which shall constitute "Good Reason" for such Resignation for Good
      Reason:

    


    (A) Without
      Executive's express written consent, the assignment to Executive of any duties
      materially inconsistent with Executive's position, duties, responsibilities
      and
      status with the Company immediately prior to the Change in Control, or any
      subsequent removal of Executive from or any failure to re-elect her to any
      such
      position;

     

    (C) A
      material reduction (ten percent or greater) by the Company of Executive's total
      compensation (base salary and any bonus compensation applicable to her) as
      in
      effect immediately prior to the Change in Control;

    


    
      
         

      

      
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    (D) A
      material reduction (ten percent or greater) by the Company to the Executive’s
      total benefits and perks as in effect immediately prior to the Change in
      Control; or the taking of any action by the Company which would materially
      affect Executive's participation in or reduce Executive's benefits under any
      such benefits or ‘perks' plans, programs or policies, or deprive Executive of
      any material fringe benefits enjoyed by her immediately prior to the Change
      in
      Control;

    


    (E) The
      Company requiring Executive to be based anywhere other than San Luis Obispo
      County where the Company’s headquarters is currently situated, except for
      required travel on the Company’s behalf to an extent substantially consistent
      with Executive's present business travel obligations; or

    


    (F) The
      failure of the Company to obtain the assumption of this Agreement by any
      successor.

    


    (v)
      Notice
      of Termination.
      Any
      termination by the Company pursuant to subparagraphs (i), (ii) or (iii) above
      or
      by Executive pursuant to subparagraph (iv) above shall be communicated by
      written Notice of Termination to the other party hereto. For purposes of this
      Agreement, a “Notice of Termination” shall mean a notice which shall indicate
      the specific termination provision in this Agreement relied upon and shall
      set
      forth in reasonable detail the facts and circumstances claimed to provide a
      basis for termination of Executive’s employment under the provision so
      indicated.

    


    (vi)
      Date
      of Termination.
“Date
      of Termination” shall mean

    


    (A)
      if
      this Agreement is terminated for Disability, thirty days after Notice of
      Termination is given,

    


    (B)
      if
      Executive’s employment is terminated pursuant to subparagraph (iv) above, the
      date specified in the Notice of Termination,

    


    (C)
      if
      Executive’s employment is terminated for any other reason, the date on which a
      Notice of Termination is given (or, if a Notice of Termination is not given,
      the
      date of such termination), and

    


    (D)
      if
      Executive is entitled to compensation pursuant to paragraph 4, the date
      determined pursuant to such paragraph.

     

    
      
         

      

      
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    4.
      COMPENSATION
      DURING DISABILITY OR UPON TERMINATION.
      

    


    (i)
      If,
      after a Change in Control of the Company, Executive shall fail to perform her
      duties because of a Disability, Executive shall continue to receive his/her
      full
      base salary monthly at the rate then in effect until her employment is
      terminated pursuant to paragraph 3(i) hereof.

    


    (ii)
      If,
      after a Change in Control of the Company, Executive’s employment shall be
      terminated for Cause, the Company shall pay Executive his/her full base salary
      through the Date of Termination at the rate in effect at the time Notice of
      Termination is given and the Company shall have no further obligations to
      Executive under this Agreement.

    


    (iii)
      If,
      after a Change in Control of the Company, the Company shall terminate
      Executive’s employment (other than pursuant to paragraph 3(i) or 3(iii) hereof
      or by reason of death or Retirement as provided in Paragraph 3(ii)) or Executive
      shall terminate her employment for Good Reason, Executive shall be entitled
      to
      payments pursuant to this paragraph 4:

    


    The
      Company shall pay to Executive as severance pay (and without regard to the
      provisions of any benefit plan) in a lump sum on the fifth day following the
      Date of Termination, the following amounts:

    


    (x)
      Executive’s full base salary through the Date of Termination at the rate in
      effect at the time Notice of Termination is given plus any benefits or awards
      (including both the cash and stock components) which pursuant to the terms
      of
      any Plans have been earned or become payable, but which have not yet been paid
      to Executive (including amounts which previously had been deferred at
      Executive’s request); and

    


    (y)
      an
      amount equal to Executive’s total accrued compensation from the Company
      (including bonus) during the previous twelve (12) months. 

     

    (iv)
      Executive shall not be required to mitigate the amount of any payment provided
      for in this Agreement by seeking other employment or otherwise, nor shall the
      amount of any payment provided for in this paragraph 4 be reduced by any
      compensation earned by Executive as the result of employment by another employer
      after the Date of Termination, or otherwise.

    


    (v)
      The
      provisions of this Agreement, and any payment provided for hereunder, shall
      not
      reduce any amounts otherwise payable, or in any way diminish Executive’s
      existing rights, or rights which would accrue solely as a result of the passage
      of time, under any employee benefit plan of the Company, any employment
      agreement or other contract, plan or arrangement of the Company, except to
      the
      extent necessary to prevent double payment under any severance plan or program
      of the Company in effect at the Date of Termination.

     

    
      
         

      

      
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    5.
      SUCCESSOR’S
      BINDING AGREEMENT 

     

    (i)
      The
      Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the business
      and/or assets of the Company, by agreement in form and substance satisfactory
      to
      Executive expressly to assume and agree to perform this Agreement in the same
      manner and to the same extent that the Company would be required to perform
      if
      no such succession had taken place. 

    


    (ii)
      This
      Agreement shall inure to the benefit of, and be enforceable by, Executive’s
      personal or legal representatives, executors, administrators, successors, heirs,
      distributes, devises and legatees. If Executive should die while any amounts
      would still be payable to Executive hereunder if Executive had continued to
      live, all such amounts, unless otherwise provided herein, shall be paid in
      accordance with the terms of this Agreement to Executive’s devisee, legatee or
      other designee or, if there be no such designee, to Executive’s
      estate.

    


    6.
      NO
      EMPLOYMENT AGREEMENT.
      In
      consideration of the foregoing obligations of the Company, Executive agrees
      to
      be bound by the terms and conditions of this Agreement and to remain in the
      employ of the Company during any period following any public announcement by
      any
      person of any proposed transaction or transactions which, if effected, would
      result in a Change in Control of the Company until a Change in Control of the
      Company has taken place or, in the opinion of the Board, such person has
      abandoned or terminated its efforts to effect a Change in Control of the
      Company. Subject to the foregoing including but not limited to the provisions
      contained in Paragraph 1 that a termination in contemplation of a Change in
      Control entitles Executive to the amounts provided in Section 4, nothing
      contained in this Agreement shall impair or interfere in any way with
      Executive’s right to terminate her employment or the right of the Company to
      terminate Executive’s employment with or without cause prior to a Change in
      Control of the Company. Nothing contained in this Agreement shall be construed
      as a contract of employment between the Company and Executive or as a right
      for
      Executive to continue in the employ of the Company, or as a limitation of the
      right of the Company to discharge Executive with or without cause prior to
      a
      Change in Control of the Company.

    


    7.
      NOTICE.
      For the
      purpose of this Agreement, notices and all other communications provided for
      in
      this Agreement shall be in writing and shall be deemed to have been duly given
      when delivered or mailed by United States registered mail, return receipt
      requested, postage prepaid, addressed to the respective addresses set forth
      on
      the last page of this Agreement, provided that all notices to the Company should
      be directed to the attention of the Chairman of the Company’s Compensation
      Committee, or to such other address as either party may have furnished to the
      other in writing in accordance herewith, except that notices of change of
      address shall be effective only upon receipt.

    


    8.
      FURTHER
      ASSURANCES.
      Each
      party hereto agrees to furnish and execute such additional forms and documents,
      and to take such further action, as shall be reasonable and customarily required
      in connection with the performance of this Agreement or the payment of benefits
      hereunder.

    


    
      
         

      

      
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    9.
      MISCELLANEOUS.
      No
      provision of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing signed by Executive
      and such officer as may be specifically designated by the Board of Directors
      of
      the Company. No waiver by either party hereto at any time of any breach by
      the
      other party hereto of, or compliance with, any condition or provision of this
      Agreement to be performed by such other party shall be deemed a waiver of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time. No agreements or representations, oral or otherwise, express
      or
      implied, with respect to the subject matter hereof have been made by either
      party which are not set forth expressly in this Agreement. This Agreement
      contains the entire agreement among the parties and supersedes and replaces
      any
      prior agreement between the parties concerning the subject matter hereof. The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by the laws of the State of California.

    


    10.
      VALIDITY.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall remain in full force and effect.

    


    11.
      COUNTERPARTS.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together will constitute one and
      the
      same instrument.

    


    12.
      ARBITRATION.
      Any
      dispute or controversy arising or in connection with this Agreement shall,
      upon
      written request of one party to the other, be submitted to and settled
      exclusively by arbitration pursuant to the rules of the American Arbitration
      Association. Judgment may be entered on the arbitrator's award in any court
      of
      competent jurisdiction. The cost of such arbitration, including reasonable
      attorney’s fees, shall be borne by the losing party or in such proportions as
      the arbitrator(s) shall decide. Arbitration shall be the exclusive remedy of
      Executive and the Company and the award of the arbitrator(s) shall be final
      and
      binding upon the parties. All reasonable costs, including reasonable attorney’s
      fees, incurred in enforcing an arbitration award in court, or of seeking a
      court
      order to compel arbitration, shall be borne by the losing party in such
      proceedings.

    


    13.
      ADVICE
      OF COUNSEL.
      Executive acknowledges that she has been encouraged to consult with legal
      counsel of her choosing concerning the terms of this Agreement prior to
      executing this Agreement. Any failure by Executive to consult with competent
      counsel prior to executing this Agreement shall not be a basis for rescinding
      or
      otherwise avoiding the binding effect of this Agreement. The parties acknowledge
      that they are entering into this Agreement freely and voluntarily, with full
      understanding of the terms of this Agreement. Interpretation of the terms and
      provisions of this Agreement shall not be construed for or against either party
      on the basis of the identity of the party who drafted the terms or provisions
      in
      question.

    


    14.
      REDUCTION
      OF PAYMENT.
      Notwithstanding anything in the foregoing to the contrary, if the severance
      payment or any of the other payments provided for in this Agreement, together
      with any other payments which Executive has the right to receive from the
      Company would constitute a "parachute payment" (as defined in Section 280G(b)(2)
      of the Internal Revenue Code of 1986, as amended, or such similar set of laws
      (the “Code”)), the payments pursuant to this Agreement shall be reduced
      (reducing first the payments under Section 3 to the largest amount as will
      result in no portion of such payments being subject to the excise tax imposed
      by
      Section 4999 of the Code, provided, however, that the determination as to
      whether any reduction in the payments under this Agreement pursuant to this
      proviso is necessary shall be made in good faith by the Company’s then current
      tax services provider / advisor, and such determination shall be conclusive
      and
      binding on the Company and Executive with respect to the treatment of the
      payment for tax reporting purposes.

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

    


    HERITAGE
      OAKS BANK

    
      	 	
              545

            	
              12TH
                Street

              Paso
                Robles, California 93446

            


    

    


    


    By:
      _____________________

    Its:
      President
      & CEO

    Print
      name: Lawrence
      P.Ward

    


    


    THE
      EXECUTIVE

    545
      12TH
      Street

    Paso
      Robles, California 93446

    


     

     

    _______________________________

    {Executive’s
      name}

    


    


    
      
         

      

      
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