ex10-1.htm


    SECOND
AMENDMENT TO

    EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT

    


    This
Second Amendment to Executive Supplemental Compensation Agreement is entered
into as of January 23, 2009, by and between Valley Business Bank, a California
banking corporation (formerly known as Bank of Visalia) (the “Bank”) and Donald
A. Gilles (“Executive”).

     

    RECITALS

    


    A.           The
Bank and Executive are parties to that certain Executive Supplemental
Compensation Agreement dated as of March 1, 2002, as amended by that certain
Amendment dated as of December 31, 2008 (collectively, the “Original
Agreement”).  Capitalized terms used in this Second Amendment without
definition shall have the meanings given such terms in the Original
Agreement.

    


    B.           Valley
Commerce Bancorp, the parent company of the Bank, anticipates that it will
participate in the United States Treasury Department’s TARP Capital Purchase
Program (the “CPP”).  For purposes of this Second Amendment, the “CPP
Covered Period” shall mean any period during which (i) Executive is a senior
executive officer and (ii) the Treasury Department holds an equity or debt
position acquired from Valley Commerce Bancorp in the CPP.

    


    C.           The
CPP imposes certain limits on the amount of benefits that may be paid to
Executive under the Original Agreement.  The parties desire to amend
the Original Agreement to preserve certain of the benefits to Executive under
the Original Agreement.

    


    NOW,
THEREFORE, the parties agree to the following:

    


    1.           Amendment.  The
following amendment of Section 1.2 of the Original Agreement shall be effective
during the CPP Covered Period.  During the CPP Covered Period, Section
1.2 is amended in its entirety to read as follows:

    


    1.2           Applicable
Percentage.  The term “Applicable Percentage” shall mean that
percentage listed on Schedule “A” attached hereto which is adjacent to the
number of calendar years which shall have elapsed from the date of this
Agreement and ending on the date the Executive terminates employment with the
Bank.  Notwithstanding the foregoing or the percentages set forth on
Schedule “A”, but subject to all other terms and conditions set forth herein,
the “Applicable Percentage” shall be:  one hundred percent (100%) upon
the occurrence of a Change in Control, or the Executive’s Disability, or the
Executive’s death.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.           No Further
Modification.  Except as expressly provided in this Second
Amendment, the Original Agreement remains unmodified and in full force and
effect.  In the event of a conflict between the provisions of the
Original Agreement and this Second Amendment, the provisions of this Second
Amendment shall control.

     

    The
parties have executed this Second Amendment as of the date set forth
above.

     

    
      	
              EXECUTIVE:

            	 
      	
              BANK:

            
	 
      	 
      
	 
      	
              Valley
      Business Bank, a California

            
	
              /s/
      Donald A. Gilles

            	 
      	
              banking
      corporation

            
	
              Donald
      A. Gilles

            	 
      	 
      
	 
      	
              By:

            	
               /s/
      Roy O. Estridge

            
	 
      	
              Name:

            	
               Roy
      O. Estridge

            
	 
      	
              Title:

            	
               EVP
      / Chief Financial Officer