Exhibit
10.85


 


SECOND EXECUTIVE SALARY CONTINUATION
AGREEMENT


 


This
Second Executive Salary Continuation Agreement (the “Agreement”)
is made effective April 1, 2010 (the “Effective Date”),
and is entered into by and between Central Valley Community Bank (the “Bank”) and Gary Quisenberry (the “Executive”),
each a “Party” and together the “Parties.”


 


RECITALS


 


A.            The Executive is a valued executive of the Bank, and
currently serves as the Bank’s Senior Vice President of Commercial and Business
Banking.


 


B.            The Bank’s Board of Directors (the “Board”) has determined that the Executive’s services to the
Bank are valuable.  The Bank and the
Executive desire to enter into this Agreement under which the Bank has agreed
to make certain payments to the Executive at retirement.  These payments shall be in addition to
Executive’s right to payments under that certain Executive Salary Continuation
Agreement dated March 1, 2007, as amended on March 1, 2008 (the “First Salary Continuation Agreement”).


 


C.            The Parties intend that this Agreement shall
constitute an unfunded arrangement maintained primarily to provide supplemental
retirement benefits for the Executive under the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”).  The parties further intend that this
Agreement shall constitute a nonqualified deferred compensation arrangement
under the Internal Revenue Code (“Code”).  The Executive is fully advised of the Bank’s
financial status and has had substantial input in the design of and benefits
provided under this Agreement.


 


AGREEMENT


 


In
consideration of the mutual promises, covenants, and agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


I.              EMPLOYMENT


 


The Bank agrees to employ the Executive in such capacity as the Bank
may from time to time determine. The Executive will continue in the employ of
the Bank in such capacity and with such duties and responsibilities as may be
assigned to him, and with such compensation as may be determined from time to
time by the Board. At all times, unless modified in writing, the Executive’s
employment shall be at-will.  Subject to
the terms of this Agreement, either the Bank or the Executive may terminate the
employment relationship at any time, for any reason or for no reason.


 


II.            FRINGE BENEFITS


 


The salary continuation benefits provided by this Agreement are granted
by the Bank as a fringe benefit to the Executive and are not part of any salary
reduction plan or an arrangement deferring a bonus or a salary increase. The
Executive has no option to take any current payment or bonus in lieu of salary
continuation benefits.


 

















 


III.           RETIREMENT BENEFIT
AND EARLY RETIREMENT BENEFIT


 


For
purposes of this section, “Retirement” and
“Retire” mean that the Executive remains
in the continuous employ of the Bank from the Effective Date and then retires
from active employment (and his Employment Terminates) with the Bank, after April 1,
2013.


 


A.            Retirement Benefit.


 


If the Executive Retires on or after April 1, 2018, the
Bank shall pay the Executive an annual retirement benefit equal to Ten Thousand
Dollars and No/100 ($10,000.00), in equal monthly installments (each of which
shall be 1/12 of the annual benefit), for a period of one hundred and eighty
(180) months, commencing on the first day of the month following the date of
the Executive’s Retirement.  Beginning
with the thirteenth month that benefits are paid, and continuing thereafter
until paid in full, the annual benefit shall be increased each year by three
percent (3%) from the previous year’s benefit to account for cost of living
increases.  In the event of the Executive’s
death prior to the date all payments have been made, Section IV of this
Agreement shall control. Any benefit payable under this Section shall be
subject to reduction or elimination as provided in Sections VII or VIII.


 


B.            Early Retirement Benefit.


 


If the Executive
Retires on or after April 1, 2013 and prior to April 1, 2018, the
Bank shall pay the Executive an annual early retirement benefit, based on the
month of retirement, equal to:


 


	
  Retirement
  Month

  	
   

  	
  Annual
  Amt.

  	
   

  	
  Retirement
  Month

  	
   

  	
  Annual
  Amt.

  	
   

  	
  Retirement
  Month

  	
   

  	
  Annual
  Amt.

  	
   

  
	
  Apr 2013

  	
   

  	
  $

  	
   3,750.00

  	
   

  	
  Apr
  2015

  	
   

  	
  $

  	
   6,250.00

  	
   

  	
  Apr
  2017

  	
   

  	
  $

  	
   8,750.00

  	
   

  
	
  May 2013

  	
   

  	
  $

  	
  3,854.17

  	
   

  	
  May 2015

  	
   

  	
  $

  	
  6,354.17

  	
   

  	
  May 2017

  	
   

  	
  $

  	
  8,854.17

  	
   

  
	
  Jun 2013

  	
   

  	
  $

  	
  3,958.33

  	
   

  	
  Jun
  2015

  	
   

  	
  $

  	
  6,458.33

  	
   

  	
  Jun
  2017

  	
   

  	
  $

  	
  8,958.33

  	
   

  
	
  Jul 2013

  	
   

  	
  $

  	
  4,062.50

  	
   

  	
  Jul
  2015

  	
   

  	
  $

  	
  6,562.50

  	
   

  	
  Jul
  2017

  	
   

  	
  $

  	
  9,062.50

  	
   

  
	
  Aug 2013

  	
   

  	
  $

  	
  4,166.67

  	
   

  	
  Aug
  2015

  	
   

  	
  $

  	
  6,666.67

  	
   

  	
  Aug
  2017

  	
   

  	
  $

  	
  9,166.67

  	
   

  
	
  Sep 2013

  	
   

  	
  $

  	
  4,270.83

  	
   

  	
  Sep
  2015

  	
   

  	
  $

  	
  6,770.83

  	
   

  	
  Sep
  2017

  	
   

  	
  $

  	
  9,270.83

  	
   

  
	
  Oct 2013

  	
   

  	
  $

  	
  4,375.00

  	
   

  	
  Oct
  2015

  	
   

  	
  $

  	
  6,875.00

  	
   

  	
  Oct
  2017

  	
   

  	
  $

  	
  9,375.00

  	
   

  
	
  Nov 2013

  	
   

  	
  $

  	
  4,479.17

  	
   

  	
  Nov
  2015

  	
   

  	
  $

  	
  6,979.17

  	
   

  	
  Nov
  2017

  	
   

  	
  $

  	
  9,479.17

  	
   

  
	
  Dec 2013

  	
   

  	
  $

  	
  4,583.33

  	
   

  	
  Dec
  2015

  	
   

  	
  $

  	
  7,083.33

  	
   

  	
  Dec
  2017

  	
   

  	
  $

  	
  9,583.33

  	
   

  
	
  Jan 2014

  	
   

  	
  $

  	
  4,687.50

  	
   

  	
  Jan
  2016

  	
   

  	
  $

  	
  7,187.50

  	
   

  	
  Jan
  2018

  	
   

  	
  $

  	
  9,687.50

  	
   

  
	
  Feb 2014

  	
   

  	
  $

  	
  4,791.67

  	
   

  	
  Feb
  2016

  	
   

  	
  $

  	
  7,291.67

  	
   

  	
  Feb
  2018

  	
   

  	
  $

  	
  9,791.67

  	
   

  
	
  Mar 2014

  	
   

  	
  $

  	
  4,895.83

  	
   

  	
  Mar
  2016

  	
   

  	
  $

  	
  7,395.83

  	
   

  	
  Mar
  2018

  	
   

  	
  $

  	
  9,895.83

  	
   

  
	
  Apr 2014

  	
   

  	
  $

  	
  5,000.00

  	
   

  	
  Apr
  2016

  	
   

  	
  $

  	
  7,500.00

  	
   

  	
  Apr
  2018

  	
   

  	
  $

  	
  10,000.00

  	
   

  
	
  May 2014

  	
   

  	
  $

  	
  5,104.17

  	
   

  	
  May 2016

  	
   

  	
  $

  	
  7,604.17

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jun 2014

  	
   

  	
  $

  	
  5,208.33

  	
   

  	
  Jun
  2016

  	
   

  	
  $

  	
  7,708.33

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jul 2014

  	
   

  	
  $

  	
  5,312.50

  	
   

  	
  Jul
  2016

  	
   

  	
  $

  	
  7,812.50

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aug 2014

  	
   

  	
  $

  	
  5,416.67

  	
   

  	
  Aug
  2016

  	
   

  	
  $

  	
  7,916.67

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sep 2014

  	
   

  	
  $

  	
  5,520.83

  	
   

  	
  Sep
  2016

  	
   

  	
  $

  	
  8,020.83

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Oct 2014

  	
   

  	
  $

  	
  5,625.00

  	
   

  	
  Oct
  2016

  	
   

  	
  $

  	
  8,125.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nov 2014

  	
   

  	
  $

  	
  5,729.17

  	
   

  	
  Nov
  2016

  	
   

  	
  $

  	
  8,229.17

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dec 2014

  	
   

  	
  $

  	
  5,833.33

  	
   

  	
  Dec
  2016

  	
   

  	
  $

  	
  8,333.33

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jan 2015

  	
   

  	
  $

  	
  5,937.50

  	
   

  	
  Jan
  2017

  	
   

  	
  $

  	
  8,437.50

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Feb 2015

  	
   

  	
  $

  	
  6,041.67

  	
   

  	
  Feb
  2017

  	
   

  	
  $

  	
  8,541.67

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mar 2015

  	
   

  	
  $

  	
  6,145.83

  	
   

  	
  Mar
  2017

  	
   

  	
  $

  	
  8,645.83

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


The early retirement
benefit shall be paid in lieu of any other benefit under this Agreement, in
equal monthly installments (each of which shall be 1/12 of the annual benefit)
for a period of one hundred and eighty (180) months, commencing on the first
day of the month following the date of the Executive’s Retirement.  Beginning with the thirteenth month that
benefits are paid, and continuing thereafter until paid in full, the annual
benefit shall be increased each year by three percent (3%) from the previous
year’s benefit to account for cost of living increases.  In the event of the Executive’s death prior
to the date all payments have been made, Section IV of this Agreement
shall control.  Any benefit payable under
this Section shall be subject to reduction or elimination as provided in
Sections VII or VIII.  If the Executive
Retires before April 1, 2013, this Agreement shall immediately terminate
and the Executive shall not be entitled to receive any benefits under this
Agreement.


 


IV.           DEATH BENEFIT


 


In the event of the Executive’s death, whether or not
Executive has already begin to receive payments under this Agreement, the Bank
shall pay to the Designated Beneficiary a lump sum amount equal to Executive’s
Accrual Balance (or remaining Accrual Balance, as the case may be) in lieu of
any other benefit under this Agreement. 
The term “Accrual Balance” means the
liability accrued by the Bank under Generally Accepted Accounting Principles
for the Bank’s obligation to the Executive under this Agreement, applying the
discount rate described in Section X(L). 
The Accrual Balance shall be calculated on a monthly basis.  The term “Designated
Beneficiary” means the person, entity, or estate of the Executive,
designated by the Executive to receive any benefits that may become payable
under this Agreement following the Executive’s death, provided that if there is
no Designated Beneficiary, then the Executive’s Designated Beneficiary shall be
the Executive’s surviving spouse, i.e., the
person to whom the Executive was legally married on the date of death.  If there is no surviving spouse, then the
Designated Beneficiary shall be the Executive’s estate.


 


V.            TERMINATION OF
EMPLOYMENT AND DISABILITY


 


“Termination of Employment”
or “Employment Terminates” means that the
Executive’s employment with the Bank is terminated and the Executive actually
separates from service with the Bank and does not continue in his prior
capacity.  Termination of Employment does
not include the Executive’s military leave, sick leave or other bona fide leave
of absence (such as temporary employment with the government) if the period of
leave does not exceed six months, or if longer, so long as his right to
reemployment with the Bank is provided either in contract or by statute.  Notwithstanding the foregoing, Executive’s
employment shall be deemed to have terminated, and Executive shall have
suffered an Employment Termination, when the Parties reasonably anticipate that
Executive will have a permanent reduction in the level of bona fide services
provided to the Bank, to a level of service that is less than fifty percent
(50%) of the average level of bona fide services provided by Executive to the
Bank in the immediately preceding thirty-six (36) month period. Notwithstanding
anything to the contrary, the terms “Termination of Employment”
and “Employment Terminates” shall be
construed in accordance with Code Section 409A, together with regulations
and guidance promulgated thereunder, as amended from time to time (collectively
referred to as “Code Section 409A”).


 

















 


A.            Voluntary Termination of Employment.


 


In the event of the Executive’s Voluntary Termination
prior to Retirement or prior to a Change In Control, this Agreement shall
immediately terminate and the Executive shall not be entitled to receive any
benefits under this Agreement.  “Voluntary Termination” means the Executive’s Employment
Terminates prior to Retirement by Executive’s voluntary action.


 


B.            Involuntary
Termination of Employment.


 


In
the event of the Executive’s Involuntary Termination prior to Retirement, the
Bank shall pay the Executive an involuntary termination benefit, in lieu of any
other benefit under this Agreement.  The
involuntary termination benefit shall be an amount equal to the present value
(determined as of the first day of the month in which Involuntary Termination
occurs) of the annual early retirement benefit that Executive would have
received for fifteen (15) years had Executive Retired on the first day of the
month in which Involuntary Termination occurs, as described in Section III(B) above.  The involuntary termination benefit shall be
paid in a lump sum, determined by using the assumptions set forth in Section X(L) and
the payment shall be made on the date the Executive attains age sixty-five
(65).  “Involuntary
Termination” means the Executive’s
Employment Terminates by action of the Bank prior to Retirement, and such
Termination of Employment is not For Cause.  
Any benefit payable under this Section shall be subject to
reduction or elimination as provided in Sections VII or VIII.


 


C.            Termination of Employment For Cause.


 


In the
event the Executive’s Employment Terminates For Cause prior to Retirement, then
this Agreement shall immediately terminate and the Executive shall forfeit all
benefits and shall not be entitled to receive any benefits under this
Agreement.  “For Cause”
shall mean any of the following actions by the Executive that result in an
adverse effect on the Bank: (1) gross negligence or gross neglect; (2) the
commission of a felony or gross misdemeanor involving moral turpitude, fraud,
or dishonesty; (3) the willful violation of any law, rule, or regulation
(other than a traffic violation or similar offense); (4) an intentional
failure to perform stated duties; or (5) a breach of fiduciary duty
involving personal profit.  If a dispute
arises as to whether Termination of Employment was For Cause, such dispute
shall be resolved by arbitration as set forth in this Agreement.


 


D.            Disability.


 


In the event the Executive becomes Disabled on or
after April 1, 2013 and prior to Retirement or Termination of Employment,
and Executive’s Employment Terminates because of such Disability, the Bank
shall pay the Executive an annual disability benefit in an amount determined by
calculating the annual amount payable if the Executive’s Accrual Balance,
determined as of the first day of the month in which the Executive’s Employment
Terminates due to Disability, is paid over fifteen (15) years with interest
accruals.  The Accrual Balance shall be
calculated on a monthly basis as described in Section IV above.


 

















 


The disability benefit shall be paid in lieu of any
other benefit under this Agreement, in equal monthly installments (each of
which shall be 1/12 of the annual benefit) for a period of one hundred and
eighty (180) months, commencing on the first day of the month following the
date of the Executive’s Termination of Employment.  Beginning with the thirteenth month that
benefits are paid, and continuing thereafter until paid in full, the annual
benefit shall be increased each year by three percent (3%) from the previous
year’s benefit to account for cost of living increases.  In the event of the Executive’s death prior
to the date all payments have been made, Section IV of this Agreement
shall control. Any benefit payable under this Section shall be subject to
reduction or elimination as provided in Sections VII or VIII.


 


“Disabled” or “Disability” shall mean that the Executive (1) is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months; or (2) is, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering Bank employees. 
If there is a dispute regarding whether the Executive is Disabled, such
dispute shall be resolved by a mutually agreeable physician. Such resolution
shall be binding upon all Parties to this Agreement.  The determination of Disability shall be made
in a uniform and nondiscriminatory manner applied to all Bank employees under
similar circumstances.  Notwithstanding
anything to the contrary, the term “Disability”
shall be construed in accordance with Code Section 409A.


 


VI.           CHANGE IN CONTROL


 


Upon a Change In
Control, the Bank shall pay the Executive a lump sum payment equal to the
present value (calculated using the assumptions set forth in Section X(L),
determined as of the date of payment) of one hundred percent (100%) of the
benefit that the Executive would have received under Section III(A) had
the Executive been employed by the Bank until April 1, 2018.  The lump sum payment shall be made on the
first day of the month following the date of Change In Control.  Change In Control benefit projections are
included in Exhibit A attached hereto. 
The payment of a lump sum pursuant to this Section shall be in lieu
of any other benefit under this Agreement. 
Any benefit payable under this Section shall be subject to
reduction or elimination as provided in Sections VII, VIII and XIII.


 


A
“Change In Control” shall be deemed to
have occurred on the date that any one person, or more than one person acting
as a group, acquires ownership of stock of the Bank that, together with stock
held by such person or group, constitutes more than fifty percent (50%) of the
total fair market value or total voting power of the stock of the Bank.  However, if any one person or more than one person
acting as a group, is considered to own more than fifty percent (50%) of the
total fair market value or total voting power of the stock of the Bank, the
acquisition of additional stock by the same person or persons will not be
considered to cause a Change In Control. 
Further, an increase in the percentage of stock owned by any one person,
or persons acting as a group, as a result of a transaction in which the Bank
acquires its stock in exchange for property will not be considered to cause a
Change In Control.  Transfers of Bank
stock on account of death, gift, transfers between family members or transfers
to a qualified retirement plan maintained by the Bank shall not be considered
in determining whether there has been a 


 

















 


Change
In Control.  For purposes of this
Section, the term “Bank” shall
include any holding company, meaning any corporation that is a majority
shareholder of the Bank.  A “Change In Control” shall be interpreted in accordance with the
definition of “Change in Ownership” under Code Section 409A,
and to the extent that an event or series of events does not constitute a “Change in Ownership” under Code Section 409A, the event
or series of events will not constitute a “Change In Control”
under this Agreement.


 


VII.         SPECIFIED
EMPLOYEE REQUIREMENTS


 


A.            Six-Month Delay.


 


Notwithstanding
anything to the contrary, if Executive is a Specified Employee as of the date
of Termination of Employment, payments under this Agreement upon Termination of
Employment may not be made before the date that is six months after Termination
of Employment (or, if earlier than the end of the six-month period, the date of
death of the Executive).  Payments to
which the Executive would otherwise be entitled during the first six months
following Termination of Employment, but for this Six-Month Delay provision,
shall be accumulated and paid on the first day of the seventh month following
Termination of Employment.


 


B.            Specified
Employee.


 


Executive
shall be deemed to be a “Specified Employee”
if, as of the date of Executive’s Termination of Employment, Executive is a Key
Employee of the Bank and the Bank has stock which is publicly traded on an
established securities market or otherwise.


 


C.            Key Employee.


 


If
Executive meets each of the requirements of Internal Revenue Code Section 416(i)(1)(A)(i),
(ii), or (iii) (applied in accordance with the regulations thereunder and
disregarding section 416(i)(5)) at any time during a twelve month period ending
on December 31 (the “Specified Employee
Identification Date”), then Executive shall be treated as a Key
Employee for the entire twelve month period beginning on the following April 1.  Such April 1 date shall be the “Specified Employee Effective Date” for purposes of Section 409A.


 


VIII.        TARP
RESTRICTIONS


 


A.            Notwithstanding
anything to the contrary, the benefits provided in this Agreement shall be
subject at all times to the Emergency Economic Stabilization Act of 2008, as
modified or amended from time to time, including the American Recovery and
Reinvestment Act of 2009 (“EESA”) and the
rules, regulations and guidance issued under EESA from time to time (the “EESA Guidance”).  The “EESA Guidance” shall include, without limitation, the rules and
regulations issued from time to time by the Department of the Treasury (the “Department”), including the TARP Standards for Corporate
Governance issued under 31 CFR Part 30 as published in the Federal
Register on June 15, 2009, as amended from time to time.


 

















 


B.            Executive is
currently, or may in the future become, subject to the provisions of EESA
and/or the EESA Guidance for the period required by EESA and the EESA
Guidance.  Executive expressly
acknowledges, understands and agrees that Executive’s rights to payments and
compensation under this Agreement, under the First Salary Continuation
Agreement and under any other compensation plan or arrangement of the Bank
(this Agreement, the First Salary Continuation Agreement and any and all such
arrangements, collectively, the “Benefit Plans”)
will or may in the future be limited or forfeited to ensure that such Benefit
Plans comply with and are administered in accordance with the provisions of
EESA and the EESA Guidance.


 


C.            In accordance
with EESA and the EESA Guidance, the compensation payable to the Executive
under this Agreement may be subject to (i) the clawback of any bonus,
retention or incentive compensation paid or granted to the Executive under any
Benefit Plan based on statements of earnings, revenues, gains or other criteria
that are later found to be materially inaccurate or as otherwise provided under
the EESA Guidance; and (ii) the potential for the reduction, elimination
or forfeiture of the amounts payable to the Executive under this Agreement or
otherwise as a result of the limitations on golden parachute payments under
EESA and the EESA Guidance.


 


D.            Executive hereby
expressly consents to any modifications and limitations of this Agreement and
any other Benefit Plan to the extent necessary to ensure compliance with EESA
and the EESA Guidance, and voluntarily waives any claim against the Bank or its
affiliates for any changes to the Executive’s compensation or benefits that are
required in order to comply with EESA or the EESA Guidance.


 


IX.           RESTRICTIONS
ON FUNDING


 


The
Bank shall have no obligation to set aside, earmark or entrust any fund or
money with which to pay its obligations under this Agreement. To the extent the
Executive or any successor in interest becomes eligible to receive benefits
under this Agreement, he or she shall be and remain simply a general creditor
of the Bank in the same manner as any other creditor having a general claim for
matured and unpaid compensation.  The
Bank reserves the absolute right, in its sole discretion, to purchase life
insurance in conjunction with the benefits provided under this Agreement.  The Bank further reserves the absolute right,
in its sole discretion, to establish a grantor trust which may be used to hold
Bank assets to be maintained as reserves against the Bank’s unfunded, unsecured
obligations hereunder.  Such reserves
shall at all times be subject to the claims of the Bank’s creditors.  If a trust or other vehicle is established,
the Bank’s obligations hereunder shall be reduced to the extent assets are
utilized to meet its obligations.  Any
trust established by the Bank and the assets held in trust shall conform in
substance to the terms of the model trust described in Revenue Procedure 92-64,
1992-33 IRB 11 (8-17-92).  The Bank
reserves the absolute right, in its sole discretion, to terminate any life
insurance purchased or any grantor trust established for these purposes at any
time, in whole or in part.  At no time
shall the Executive have any lien or right, title or interest in or to any
specific investment or to any assets of the Bank.  If the Bank elects to invest in a life
insurance, disability or annuity policy upon the life of the Executive, then
the Executive shall assist the Bank by freely submitting to a physical exam and
supplying such additional information necessary to obtain such insurance or
annuities.


 

















 


X.            MISCELLANEOUS


 


A.            Prohibition
Against Alienation or Assignment.


 


The Executive, his surviving spouse, and any other
beneficiary(ies) under this Agreement shall not have any power or right to
transfer, assign, anticipate, hypothecate, mortgage, commute, modify or
otherwise encumber in advance any benefit which may become payable
hereunder.  No benefits shall be subject
to seizure for the payment of any debts, judgments, alimony or separate
maintenance owed by the Executive or the Executive’s beneficiary(ies), or be
transferable by operation of law in the event of bankruptcy, insolvency or
otherwise. In the event the Executive or any beneficiary attempts to assign,
commute, hypothecate, transfer or dispose of the benefits which may become
payable hereunder, the Bank’s liabilities shall forthwith cease and terminate.


 


B.            Binding Obligation of the Bank and Any
Successor in Interest.


 


The Bank shall not merge or consolidate into or with
another bank or sell substantially all of its assets to another bank, firm or
person until such bank, firm or person agrees, in writing, to assume and
discharge the Bank’s duties and obligations under this Agreement. This
Agreement shall be binding upon the Parties, their successors, beneficiaries,
heirs and personal representatives.


 


C.            Amendment or Revocation.


 


It is agreed by and between the Parties that, during
the lifetime of the Executive, this Agreement may be amended or revoked at any
time or times, in whole or in part, by the mutual written consent of the
Executive and the Bank.


 


D.            Gender.


 


Whenever in this Agreement words are used in the
masculine, feminine or neuter gender, they shall be read and construed as in
the masculine, feminine or neuter gender, whenever they should so apply.


 


E.             Effect on Other Bank Benefit Plans.


 


Except as provided in Section VIII, nothing
contained in this Agreement shall affect the Executive’s right or shall create
any rights to participate in or be covered by any qualified or non-qualified
pension, profit-sharing, group, bonus or other supplemental compensation or
fringe benefit plan sponsored or offered by the Bank.


 


F.             Headings.


 


Headings and subheadings in this Agreement are
inserted for reference and convenience only and shall not be deemed a part of
this Agreement.


 

















 


G.            Applicable Law.


 


The validity and interpretation of this Agreement
shall be governed by applicable federal law and the laws of the State of
California.


 


H.            12 U.S.C. § 1828(k).


 


Any payments made to the Executive pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with 12 U.S.C. § 1828(k) or any regulations promulgated thereunder.


 


I.              Partial Invalidity.


 


If any term, provision, covenant, or condition of
this Agreement is determined by an arbitrator or a court to be invalid, void,
or unenforceable, such determination shall not render any other term,
provision, covenant, or condition invalid, void, or unenforceable, and the
Agreement shall remain in full force and effect notwithstanding such partial
invalidity.


 


J.             Not a Contract of Employment.


 


This Agreement shall not be deemed to constitute a
contract of employment between the Parties, nor shall any provision hereof
restrict the right of the Bank to discharge the Executive, or restrict the
right of the Executive to terminate employment. At all times, the Executive’s
employment shall remain at-will.


 


K.            Effective Date.


 


This Agreement shall be effective on the Effective
Date specified above.


 


L.             Present Value.


 


All present value calculations under this Agreement
shall be based on the following discount rate:


 




	
  Discount Rate:

  	
   

  	
  The discount rate as used
  in the APB 12 calculations for this Agreement. The initial rate shall be six
  percent (6%).

  






 


M.           Contradiction in Terms of Agreement and
Exhibits.


 


If there is a contradiction in the terms of this
Agreement and the exhibits attached hereto with respect to the benefits
payable, then the terms set forth in the Agreement shall control.


 


XI.           ERISA PROVISIONS


 


A.            Named Fiduciary and Plan Administrator.


 


The “Named Fiduciary and Plan
Administrator” of this Agreement shall be Central Valley Community
Bank.  The Board, in its discretion, may
appoint one or more individuals to serve in this capacity.  As Named Fiduciary and Plan Administrator,
the Bank shall be responsible for the management, control and administration of
the Agreement.  The Named Fiduciary may
delegate to others certain aspects of the management and operation, including
the employment of advisors and the delegation of ministerial duties to
qualified individuals.


 

















 


B.            Claims Procedure and Arbitration.


 


In the event a dispute arises with respect to
benefits under this Agreement and the disputed benefits are not paid, then the
Executive or his beneficiaries may make a written claim to the Named Fiduciary
and Plan Administrator named above within sixty (60) days from the date
payments are refused.  The Named
Fiduciary and Plan Administrator shall review the written claim and, if the
claim is denied in whole or in part, they shall respond in writing within sixty
(60) days of receipt of such claim, stating specific reasons for the denial,
and providing references to the provisions of this Agreement upon which the
denial is based and any additional material or information necessary to perfect
the claim.  Such written notice shall
further indicate the additional steps to be taken by claimant(s) if a
further review of the claim is desired. 
A claim shall be deemed denied if the Named Fiduciary and Plan
Administrator fail to take any action within the prescribed sixty (60) day
period.


 


If claimants desire a second review they shall notify
the Named Fiduciary and Plan Administrator in writing within sixty (60) days of
the initial claim denial.  Claimants may
review this Agreement or any documents relating thereto and submit any written
issues and comments that may be appropriate. 
In their sole discretion, the Named Fiduciary and Plan Administrator
shall then review the second claim and provide a written decision within sixty
(60) days of receipt of such claim.  This
decision shall likewise state the specific reasons for the decision and shall
include reference to specific provisions of this Agreement upon which the
decision is based.


 


If claimants continue to dispute the benefit denial
based upon completed performance of this Agreement or the meaning and effect of
the terms and conditions thereof, then claimants may submit the dispute to an
arbitrator for final arbitration.  The
arbitrator shall be selected by mutual agreement of the Bank and the
claimants.  The arbitrator shall operate
under any generally recognized set of arbitration rules.  The Parties agree that they and their heirs,
personal representatives, successors and assigns shall be bound by the decision
of such arbitrator with respect to any controversy properly submitted to it for
determination.


 


Where a dispute arises as to benefits forfeited as a
result of the Bank’s discharge of the Executive For Cause, such dispute shall
likewise be submitted to arbitration as described above and the Parties agree
to be bound by the arbitrator’s decision.


 


XII.         TERMINATION OR
MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS


 


The Bank is entering into this Agreement upon the assumption that
certain existing tax laws, rules and regulations will continue in effect
in their current form.  If any such
assumptions should change and the change has a detrimental effect on this
Agreement, then the Bank reserves the right to terminate or modify this
Agreement.  This paragraph shall become
null and void effective immediately upon a Change In Control.


 

















 


XIII.        CODE SECTION 280G


 


Notwithstanding
any provision of this Agreement to the contrary, if all or a portion of any
benefit payment under this Agreement, alone or together with any other
compensation or benefit, will be a non-deductible expense to the Bank by reason
of Code Section 280G, the Bank may, in its sole discretion, reduce the
benefits payable under this Agreement as necessary to avoid the application of Section 280G.  The Bank shall have the power to reduce
benefits payable under this Agreement to zero, if necessary.


 


XIV.        COMPETITION AFTER
TERMINATION OF EMPLOYMENT


 


The Bank shall not pay any benefit under this Agreement if the
Executive, without the prior written consent of the Bank, engages in, becomes
interested in, directly or indirectly, as a sole proprietor, as a partner in a
partnership, or as a substantial shareholder in a corporation, or becomes
associated with, in the capacity of employee, director, officer, principal,
agent, trustee or in any other capacity whatsoever, any enterprise conducted in
the trading area (a 50 mile radius) of the business of the Bank, which
enterprise is, or may deemed to be, competitive with any business carried on by
the Bank as of the date of termination of the Executive’s employment or his
Retirement. This section shall not apply following a Change In Control.


 


XV.         PROHIBITION AGAINST
ACCELERATION


 


Notwithstanding
anything to the contrary, neither the time nor scheduling of payments under
this Agreement may be accelerated unless such acceleration is permissible under
Code Section 409A, other applicable law and the terms of this Agreement.


 


IN
WITNESS WHEREOF, the Parties acknowledge that each has carefully read this
Agreement and executed the original on the date written below and that, upon
execution, each has received a conforming copy.


 


	
  BANK:

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
  CENTRAL VALLEY COMMUNITY BANK

  	
   

  	
  GARY QUISENBERRY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Daniel Doyle

  	
   

  	
  /s/
  Gary Quisenberry

  
	
  Name:
  Daniel Doyle

  	
   

  	
  Gary
  Quisenberry

  
	
  Title:
  President and Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  5/7/10

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  5/7/10

  	
   

  	
   

  
						



 

















 


Exhibit A


 

















 


	
  CLARKCONSULTING

  	
   

  	
  Salary
  Continuation Plan

  	
   

  	
  Plan Year Reporting

  



 


Hypothetical Termination Benefits
Schedule


Gary
David Quisenberry


 


	
  Birth Date: 5/26/1951

  	
   

  	
  Early
  Voluntary Termination

  	
   

  	
  Disability

  	
   

  	
  Change
  in Control

  	
   

  
	
  Plan Anniversary Date: 4/1/2011

  Normal Retirement: 3/31/2018, Age 66

  Normal Retirement Payment: Monthly for 15 years

  	
   

  	
  Annual
  Benefit  (3)

  Amount Payable at

  Separation from Service

  	
   

  	
  Annual
  Benefit         (3) 

  Amount Payable at

  Separation from Service 

  	
   

  	
  Lump Sum
  Benefit

  Amount Payable at

  Separation from Service

  	
   

  
	
  Values

  	
   

  	
  Discount

  Rate

  	
   

  	
  Benefit

  Level (2)

  	
   

  	
  Accrual

  Balance

  	
   

  	
  Vesting

  	
   

  	
  Based On

  Benefit

  	
   

  	
  Vesting

  	
   

  	
  Based On

  Benefit

  	
   

  	
  Vesting

  	
   

  	
  Based On

  Accrual

  	
   

  
	
  as of

  	
   

  	
  (1)

  	
   

  	
  (2)

  	
   

  	
  (3)

  	
   

  	
  (4)

  	
   

  	
  (5)

  	
   

  	
  (6)

  	
   

  	
  (7)

  	
   

  	
  (8)

  	
   

  	
  (9)

  	
   

  
	
  Apr
  2010 (1)

  	
   

  	
  6.00

  	
  %

  	
  10,000

  	
   

  	
   

  	
   

  	
  0.00

  	
  %

  	
  0

  	
   

  	
  0.00

  	
  %

  	
  0

  	
   

  	
  100

  	
  %

  	
  119,088

  	
   

  
	
  Mar
  2011

  	
   

  	
  6.00

  	
  %

  	
  10,000

  	
   

  	
  13,591

  	
   

  	
  0.00

  	
  %

  	
  0

  	
   

  	
  0.00

  	
  %

  	
  0

  	
   

  	
  100

  	
  %

  	
  119,088

  	
   

  
	
  Mar
  2012

  	
   

  	
  6.00

  	
  %

  	
  10,000

  	
   

  	
  28,020

  	
   

  	
  0.00

  	
  %

  	
  0

  	
   

  	
  0.00

  	
  %

  	
  0

  	
   

  	
  100

  	
  %

  	
  119,088

  	
   

  
	
  Mar
  2013

  	
   

  	
  6.00

  	
  %

  	
  10,000

  	
   

  	
  43,339

  	
   

  	
  0.00

  	
  %

  	
  0

  	
   

  	
  0.00

  	
  %

  	
  0

  	
   

  	
  100

  	
  %

  	
  119,088

  	
   

  
	
  Mar
  2014

  	
   

  	
  6.00

  	
  %

  	
  10,000

  	
   

  	
  58,269

  	
   

  	
  37.50

  	
  %

  	
  3,750

  	
   

  	
  37.50

  	
  %

  	
  3,750

  	
   

  	
  100

  	
  %

  	
  119,088

  	
   

  
	
  Mar
  2015

  	
   

  	
  6.00

  	
  %

  	
  10,000

  	
   

  	
  73,155

  	
   

  	
  50.00

  	
  %

  	
  5,000

  	
   

  	
  50.00

  	
  %

  	
  5,000

  	
   

  	
  100

  	
  %

  	
  119,088

  	
   

  
	
  Mar
  2016

  	
   

  	
  6.00

  	
  %

  	
  10,000

  	
   

  	
  88,041

  	
   

  	
  62.50

  	
  %

  	
  6,250

  	
   

  	
  62.50

  	
  %

  	
  6,250

  	
   

  	
  100

  	
  %

  	
  119,088

  	
   

  
	
  Mar
  2017

  	
   

  	
  6.00

  	
  %

  	
  10,000

  	
   

  	
  102,927

  	
   

  	
  75.00

  	
  %

  	
  7,500

  	
   

  	
  75.00

  	
  %

  	
  7,500

  	
   

  	
  100

  	
  %

  	
  119,088

  	
   

  
	
  Mar
  2018

  	
   

  	
  6.00

  	
  %

  	
  10,000

  	
   

  	
  119,088

  	
   

  	
  100.00

  	
  %

  	
  10,000

  	
   

  	
  100.00

  	
  %

  	
  10,000

  	
   

  	
  100

  	
  %

  	
  119,088

  	
   

  



 






	
  (1)

  	
  The first line reflects
  just the initial values as of April 1, 2010.

  
	
   

  	
   

  
	
  (2)

  	
  The benefit amount
  includes a 3.00% guaranteed inflator during the payout period.

  
	
   

  	
   

  
	
  (3)

  	
  Beginning on the first
  anniversary during the applicable installment period and each anniversary
  thereafter, the annual benefit amount shall increase by 3.00%. The annual
  benefit amoun will be distributed in 12 equal monthly payments for a total of
  180 monthly payments.

  
	
   

  	
   

  
	
  *

  	
  The purpose of this
  hypothetical illustration is to show the participant’s annual benefit based
  on various termination assumptions. Actual benefits are based on the terms
  and provisions of the plan agreement. Consequently, actual benefits may
  differ from those shown on this Hypothetical Termination Benefits Schedule.

  



 


	
  Salary
  Continuation Plan for Central Valley Community Bank - Fresno, CA

  	
   

  	
   

  	
   

  	
  Securities offered through Clark Securities, Inc., DBA CCFS, Inc.
  in Texas

  
	
  60194
  58636 464916 v10.04.06 04/07/2010:08 SCP-E,F

  	
   

  	
   

  	
   

  	
  Member FINRA &  SIPC,
  Dallas, TX 75201, (800) 999-3125.

  



 


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