exhibit10-2.htm


    
      AMENDMENT
NO. 2 TO EMPLOYMENT AGREEMENT

       

      This
Amendment No. 2 to Employment Agreement (the "Amendment") is made as of
January 1, 2010 between Mission Community Bank ("Employer") and Mission
Community Bancorp, a California corporation ("MCB") and Brooks Wise ("Executive"), with reference to
the following:

       

      W I T N E
S S E T H

       

      A.           Employer
and Executive are currently parties to that certain Employment Agreement
effective as of June 18, 2007 (the “2007 Agreement”) specifying the terms of
Executive's employment by Employer as President of Employer, as amended by
Amendment No. 1 to Employment Agreement dated as of December 29, 2008
(“Amendment No. 1”).  The 2007 Agreement and Amendment No. 1 are
collectively referred to as the “Agreement”.

       

      B.           The
parties hereto now desire to amend the Agreement as provided
herein.

       

      NOW,
THEREFORE, the parties hereto agree that the following shall take effect as of
the date hereof:

       

      1.           TERM OF
EMPLOYMENT

       

      The first sentence of Section A(1) of
the Agreement is revised to read in full as follows:  “The Bank hereby
employs Executive and Executive hereby accepts employment with the Bank for the
period commenting on the Effective Date and terminating on April 1, 2011, unless
terminated earlier as provided for in this Agreement (the “Term”).

       

      


       

      2.           COMPENSATION

       

      The first sentence of Section C(1) of
the Agreement is revised to read in full as follows:  “ For
Executive's services hereunder, commencing on the Effective Date, the Bank shall
pay or cause to be paid an annual base salary to Executive the sum of not less
than One Hundred Thirty-Five Thousand Dollars ($135,000) for each year (i.e.,
15-month period) of the Term (the “Base Salary”); provided, however, that the
Base Salary shall be increased to a sum of not less than One Hundred Fifty
Thousand Dollars ($150,000) commencing April 1, 2010 until the Agreement's
termination on April 1, 2011.”

       

      
        	
                 
      

              	
                3.

              	
                EXECUTIVE
      BENEFITS

              


      

       

      The first
sentence of Section D(3)(a) of the Agreement is revised to read in full as
follows:  “The Bank shall provide for Executive, at Bank’s expense,
participation in the Bank’s existing medical, dental, vision, accident, health
and life insurance benefits in accordance with benefits provided to Bank
employees generally, but at least at a level commensurate with other officers of
the Bank; provided that commencing [January 1, 2010], the Bank shall reimburse
Executive for premiums paid with respect to a life insurance policy providing
benefits of up to  $500,000, provided that the annual premium for such
coverage does not exceed $2,000 (collectively, the “Insurance
Coverage”).

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      


       

      4.           No Further
Amendment.  Except as set forth herein the terms of the
Agreement shall remain in full force and effect without modification or
amendment.

       

      


       

      IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
23rd  day
of March, 2010:

       

       
 

       

      
        	
                EMPLOYER:

                 

                 

              	
                Mission
      Community Bank

                 

                 

                By:      /s/    William
      B. Coy

                Name:  William B.
      Coy

                Title:    Chairman of
      the Board

                 

                 

              
	
                MCB:

              	
                Mission
      Community Bancorp

                 

                 

                By:      /s/    William
      B. Coy

                Name: William B. Coy

                Title:   Chairman
      of the Board

                 

                 

              
	
                EXECUTIVE:

              	
                            /s/   Brooks
      Wise

                            Name:  Brooks
      Wise