ex10-8a.htm


    AMENDMENT
TO

    CHANGE
IN CONTROL AGREEMENT BETWEEN

    DAVID
L. ADAMS AND PACIFIC COAST NATIONAL BANK

     

    WHEREAS,
on August 10, 2007, David L. Adams entered into a Change in Control Agreement
(the “Agreement”) with Pacific Coast National Bank (the “Bank”), a wholly owned
subsidiary of Pacific Coast National Bancorp (the “Company”);

     

    WHEREAS,
the Agreement includes provisions that provide, or may provide, for deferred
compensation and therefore must be amended to comply with Section 409A of the
Internal Revenue Code and the regulations and guidance of general applicability
issued thereunder (“Section 409A”);

     

    WHEREAS,
the Agreement may be amended by the parties to the Agreement; and

     

    WHEREAS,
the parties desire to amend the Agreement in the manner provided
below.

     

    NOW,
THEREFORE, the foregoing considered, it is agreed as follows:

     

    1.  Effective
as of January 1, 2008, the Agreement be amended to include the following
amendments:

     

    a. Section 2 of the
Agreement is amended to read as follows:

     

    “In the
event of a Change in Control which occurs during the time Executive is employed
by the Bank, the Bank shall pay to Executive, no later than 30 days after the
effective time of the Change in Control, a cash lump sum payment equal to 299%
of his Base Amount as defined in Section 280G(b)(3) of the Internal Revenue Code
of 1986, as amended (the “Code”).  For purposes of the preceding
sentence the phrase “Change in Control” shall mean a change in the ownership or
effective control of the Company or the Bank or a change in the ownership of a
substantial portion of the assets of the Company or the Bank, all within the
meaning of Code Section 409A(a)(2)(A)(v) and the regulations
thereunder.  Notwithstanding the following, a shareholder or
shareholders may make the following transfers and such transfers shall be deemed
not to be a Change in Control: (a) to a trust described in Section 1361(c)(2) of
the Code and that is created solely for the benefit of the shareholder or any
spouse or lineal descendant of the shareholder; (b) to any individual by bona
fide gift; (c) to any spouse or former spouse pursuant to the terms of a decree
of divorce; or (d) to any officer or employee of the Company or the Bank
pursuant to any stock option plan established by the shareholders of the Company
or the Bank.”

     

    b.  Section 13 of
the Agreement is amended to include the following at the end
thereof:

     

    “Obligations
under this Agreement shall not be funded in a manner that would violate Section
409A and the regulations and guidance of general applicability issued
thereunder.”

     

    2.  Any
provision of the Agreement inconsistent with the foregoing, or with the
applicable requirements of Section 409A, shall be deemed to be amended to comply
therewith.  The Agreement is otherwise ratified and reaffirmed in all
other respects.

     

    [Signature
page follows]

     

     

    
      
         

      

      
         

        
        

      

      
         

      

    

     

    
 

    IN
WITNESS WHEREOF, this Amendment has been executed, this ____ day of December,
2008, effective as of January 1, 2008.

     

    

      
        	 
      	 
      	
                PACIFIC
      COAST NATIONAL BANK

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                EXECUTIVE

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                David
      L. Adams

              


      



    


    
      
         

      

      
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