Exhibit
10.3


 


UST 170


 


January 9, 2008


 


United States Department
of the Treasury


1500 Pennsylvania Avenue,
NW


Washington, D.C. 20220


 


Mission
Community Bancorp


581
Higuera Street


San
Luis Obispo, CA  93401


 


Ladies and Gentlemen:


 


Reference
is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement – Standard Terms dated of even date herewith (the “Securities Purchase Agreement”) by and among United States
Department of Treasury (“Investor”) and Mission Community Bancorp (“Company”). Investor and Company desire to
set forth herein certain additional agreements regarding Company’s commitment
to the holder of the Preferred Shares after the closing of the transactions
contemplated by the Securities Purchase Agreement.  Terms that are defined in the Securities
Purchase Agreement are used in this letter agreement as so defined.


 


In
order to comply with California Corporations Code §212(a), the Company has
modified section 7(b) of the Standard Provisions of each of the
Certificate of Designations attached as Annex A and Annex B to
the Securities Purchase Agreement (collectively, the “Certificates of Designations”) to provide
in pertinent part as follows:


 


“Whenever, at
any time or times, dividends payable on the shares of Designated Preferred
Stock have not been paid for an aggregate of six quarterly Dividend Periods or
more, whether or not consecutive, the holders of the Designated Preferred Stock
shall have the right, with holders of shares of any one or more other classes
or series of Voting Parity Stock outstanding at the time, voting together as a
class, to elect two directors...”


 


By its
execution hereof, the Company hereby confirms and agrees that as of the date
hereof and at all times while any shares of the Designated Preferred Stock (as
defined in each Certificate of Designations) are outstanding or issuable upon
exercise of the Warrant it shall maintain a range of directors of the Company
that will permit the holder of the Preferred Shares to elect two directors in
accordance with said sections 7(b). 
Currently Article III, Section 3.2 (the “Applicable Provision”) of the Company’s
bylaws (the “Bylaws”) provides
for a range of directors of no less than six (6) and no more than eleven (11).  At all times while any
shares of


 

















 


the Designated Preferred Stock are outstanding, the
Company shall not fill more than nine (9) director positions.  In the event the Company desires to increase
the number of directors beyond nine (9),
then the Company shall be required to amend the Bylaws to increase the maximum
directors to always allow for at least two open director seats for the holders
of the Preferred Shares to elect in accordance with Section 7(b) of
the Standard Terms of the Certificate of Determination of Preferences of Series D
Fixed Rate Cumulative Perpetual Preferred Stock of Mission Community Bancorp  and
Section 7(b) of the Standard Terms of the Certificate of
Determination of Preferences of Series D Fixed Rate Cumulative Perpetual
Preferred Stock of Mission Community Bancorp (and to amend the bylaws to
provide that such provision may not be modified, amended or repealed by the
Company’s board of directors (or any committee thereof) or without the
affirmative vote and approval of (x) the stockholders and (y) the
holders of at least a majority of the shares of Designated Preferred Stock
outstanding at the time of such vote and approval).


 


In
addition, by its execution hereof, the Company hereby confirms and agrees that
it will, within 15 days after the date of this letter agreement, amend the
Applicable Provision by adding the following sentence at the end thereof:


 


“Notwithstanding anything
in these bylaws to the contrary, for so long as the corporation’s Fixed Rate
Cumulative Perpetual Preferred Stock, Series D (the “Designated Preferred Stock”) is
outstanding:  (i) whenever, at any
time or times, dividends payable on the shares of Designated Preferred Stock
have not been paid for an aggregate of six quarterly Dividend Periods (as
defined in the Certificate of Determination for the Designated Preferred Stock)
or more, whether or not consecutive, the authorized number of directors shall
automatically be increased by two (but shall in no event be increased to a
number of directors that is greater than the maximum number of directors set forth
in Article III, Section 3.2 of these bylaws); and (ii) this
sentence may not be modified, amended or repealed by the corporation’s board of
directors (or any committee thereof) or without the affirmative vote and
approval of (x) the stockholders and (y) the holders of at least a
majority of the shares of Designated Preferred Stock outstanding at the time of
such vote and approval.”


 


The
parties hereto acknowledge that there would be no adequate remedy at law if the
Company fails to perform any of its obligations under this letter agreement and
that the Investor may be irreparably harmed by any such failure, and
accordingly agree that the Investor, in addition to any other remedy to which
it may be entitled at law or in equity, to the fullest extent permitted and
enforceable under applicable law shall be entitled to compel specific
performance of the obligations of the Company under this letter agreement
without the necessity of proving the inadequacy of monetary damages as a remedy
or the posting of a bond.


 

















 


This
letter agreement and the Certificates of Designations constitute the entire
agreement, and supersedes all other prior agreements, understandings,
representations and warranties, both written and oral, between the parties with
respect to the subject matter hereof.


 


This
letter agreement may be executed in counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the same
instrument.  This letter agreement shall
be governed in all respects, including as to validity, interpretation and
effect, by the internal laws of the State of California, without giving effect
to the conflict of laws rules thereof.


 


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left blank]


 

















 


In witness whereof, this letter agreement has been
duly executed by the authorized representatives of the parties hereto as of the
date first above written.


 


	
   

  	
  MISSION COMMUNITY BANCORP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anita M. Robinson

  
	
   

  	
  Name:

  	
  Anita M. Robinson

  
	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald B.Pigeon

  
	
   

  	
  Name:

  	
  Ronald B. Pigeon

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED STATES DEPARTMENT OF THE

  
	
   

  	
  TREASURY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neel Kashkari

  
	
   

  	
  Name:

  	
  Neel Kashkari

  
	
   

  	
  Title: Interim Asst.
  Secretary for Financial Stability