exv10w3






EXHIBIT 10.3




CONSENT




     We, the undersigned, hereby do consent to the adoption of the amendments to the “Benefit
Plans” as defined in and as described in the attached resolutions to Amend Benefit Plans to Comply
With Emergency Economic Stabilization Act adopted as of October 31, 2008, by the Executive
Compensation Committee of the Board of Directors, as and to the extent, and for the period,
required by the provisions of Section 111 of the Emergency Economic Stabilization Act of 2008
(“EESA”) applicable to participants in the Capital Purchase Program under EESA and the
regulation issued by the Department of the Treasury as published in the Federal Register on October
20, 2008.



Agreed to and acknowledged as of the                      day of                     , 2008:



	 	 	 	 	 
	 

	 	 

	 	 






 









 





RECITALS




     WHEREAS, CVB FINANCIAL CORP. (the “Company”) has entered or will enter into a Letter
Agreement, incorporating within a Securities Purchase Agreement, with the United States Department
of Treasury (the “Agreement”) as part of the Capital Purchase Program under the Emergency Economic
Stabilization Act of 2008, as amended from time to time (“EESA”);



     WHEREAS, pursuant to Section 1.2(d)(iv) of the Agreement, the Company is required to amend its
“Benefit Plans” with respect to its “Senior Executive Officers” (as such terms are defined in the
Agreement) to the extent necessary to comply with Section 111 of EESA; and



     WHEREAS, the applicable “Benefit Plans” are the plans in which any Senior Executive Officer
participates, or is eligible to participate, and the agreements to which any Senior Executive
Officer is a party, that either: (i) provide for incentive or bonus compensation based on the
achievement of performance goals tied to or affected by the Company’s financial results (“Financial
Performance Plans”) or (ii) provide for payments or benefits upon an “applicable severance from
employment” within the meaning of EESA (“Involuntary Separation Pay Arrangements”).



RESOLUTIONS




     RESOLVED, that each Financial Performance Plan and Involuntary Separation Pay Arrangement is
hereby amended effective as of the date of entry into the Agreement as follows:



     1. Compliance With Section 111 of EESA. Each Financial Performance Plan and
Involuntary Separation Pay Arrangement is hereby amended by adding the following provision as a
final section to such arrangement:




     “Compliance With Section 111 of EESA. Solely to the extent, and for the
period, required by the provisions of Section 111 of the Emergency Economic
Stabilization Act of 2008 (“EESA”) applicable to participants in the Capital
Purchase Program under EESA and the regulation issued by the Department of
the Treasury as published in the Federal Register on October 20, 2008: (a) each
“Senior Executive Officer” within the meaning of Section 111 of EESA and the
regulation issued by the Department of the Treasury as published in the Federal
Register on October 20, 2008 who participates in this plan or is a party to this
agreement shall be ineligible to receive compensation hereunder to the extent that
the Executive Compensation Committee of the Board of Directors of the Company
determines this plan or agreement includes incentives for the Senior Executive
Officer to take unnecessary and excessive risks that threaten the value of the
financial institution; (b) each Senior Executive Officer who participates in this
plan or is a party to this agreement shall be required to forfeit any bonus or
incentive compensation paid to the Senior Executive Officer hereunder during the
period that the Department of the Treasury holds a debt or equity position in the
Company based on statements of earnings, gains, or other criteria that are later



 









 







proven to be materially inaccurate; and (c) the Company shall be prohibited
from making to each Senior Executive Officer who participates in this plan or is a
party to this agreement, and each such Senior Executive Officer shall be ineligible
to receive hereunder, any “golden parachute payment” in connection with the Senior
Executive Officer’s “applicable severance from employment,” in each case, within the
meaning of Section 111 of EESA and the regulation issued by the Department of the
Treasury as published in the Federal Register on October 20, 2008.”



     2. Continuation of Affected Plans. Except as expressly or by necessary implication
amended hereby, each Financial Performance Plan and Involuntary Separation Pay Arrangement shall
continue in full force and effect.