form8k_amend-dec08exrp.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      AMENDED
AND RESTATED

      SALARY
PROTECTION AGREEMENT

      


      


      


      This
Amended and Restated Salary Protection Agreement (“Agreement”) is made this
29th  day
of December, 2008, by and between Ronald B.
Pigeon  (“Employee”) and MISSION COMMUNITY BANK (“Bank”) with
regard to the following:

      


      RECITALS

      


      WHEREAS,
Employee currently serves as the Bank’s Executive Vice President and Chief
Financial officer without benefit of an employment or similar
contract;

      


      WHEREAS,
Bank and Employee are parties to a Salary Protection Agreement dated January 18,
2005 providing Employee certain benefits in the event of certain events
resulting in a change in control of the Bank (the "Salary Protection
Agreement"); and

      


      WHEREAS,
the Bank and Employee wish to amend the terms of the Salary Protection
Agreement.

      


      NOW,
THEREFORE, it is agreed as follows:

      


      AGREEMENT

      


      
        	
                1.

              	
                For
      good and valuable consideration, receipt of which is hereby acknowledged,
      Bank undertakes to provide Employee with the salary continuation benefits
      set forth herein upon the terms and conditions stated
    below.

              


      

      


      
        	
                2.

              	
                For
      the purpose of this Agreement the “salary continuation benefit” to which
      Employee shall be entitled shall be a lump amount equal to six (6) months’
      salary (subject to required tax withholdings) at the rate in effect for
      Employee immediately prior to the occurrence of the applicable event set
      forth in Paragraph 3 hereof.

              


      

      


      
        	
                3.

              	
                The
      salary continuation benefit shall become immediately payable if Employee’s
      employment is terminated, or if Employee’s salary is reduced by more than
      ten percent (10%), upon the occurrence of, or within twelve (12) months
      following, (i) a merger or consolidation where Mission Community Bancorp
      ("Bancorp"), the Bank or a corporation in which the shareholders of the
      Bank or Bancorp immediately prior to the merger or consolidation hold less
      than 50% of the voting power of the Bank or Bancorp after the merger
      occurs is not the surviving corporation (association), or (ii) in the
      event of a transfer of all, or substantially all, of the assets of the
      Bank or Bancorp, or (iii) if there occurs a change of control by which one
      person or entity or more than one person
or

              


      


      
        
          
             

            3266.003/251419.1 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      entity
acting in concert acquire shares representing more than thirty-five percent
(35%) of the outstanding voting power of the Bank or Bancorp without the
approval of at least a majority of the Board of Directors.

      


      
        	
                4.

              	
                Should
      legal action be necessary to enforce the terms of this Agreement, the
      prevailing party shall be entitled to recover costs and reasonable
      attorneys’ fees.

              


      

      


      
        	
                5.

              	
                This
      Agreement shall be governed by and construed according to the laws of the
      State of California and the parties hereto submit to the jurisdiction of
      the courts of competent jurisdiction of the County of San Luis Obispo,
      State of California.

              


      

      


      
        	
                6.

              	
                It
      is the intention of Employee and Bank that the severance and other
      benefits payable to the Employee under this Agreement either be exempt
      from, or otherwise comply with, Section 409A (“Section 409A”) of the
      Internal Revenue Code of 1986, as amended.  Notwithstanding any
      other term or provision of this Agreement, to the extent that any
      provision of this Agreement is determined by Bank, with the advice of its
      independent accounting firm or other tax advisors, to be subject to and
      not in compliance with Section 409A, including, without limitation, the
      definition of “change in control” or the timing of commencement and
      completion of severance benefit and/or other benefit payments to the
      Employee hereunder in connection with a merger, recapitalization, sale of
      shares or other "change in control", or the amount of any such payments,
      such provisions shall be interpreted in the manner required to comply with
      Section 409A.  Bank and Employee acknowledge and agree that such
      interpretation could, among other matters, (i) limit the circumstances or
      events that constitute a “change in control;” (ii) delay for a period of
      six (6) months or more, or otherwise modify the commencement of severance
      and/or other benefit payments; and/or (iii) modify the completion date of
      severance and/or other benefit payments.  Bank and Employee
      further acknowledge and agree that if, in the judgment of Bank, with the
      advice of its independent accounting firm or other tax advisors, amendment
      of this Agreement is necessary to comply with Section 409A, Bank and
      Employee will negotiate reasonably and in good faith to amend the terms of
      this Agreement to the extent necessary so that it complies (with the most
      limited possible economic effect on Bank and Employee) with Section
      409A.  For example, if this Agreement is subject to Section 409A
      and it requires that severance and/or other benefit payments must be
      delayed until at least six (6) months after Employee terminates
      employment, then Bank and Employee would delay payments and/or promptly
      seek a written amendment to this Agreement that would, if permissible
      under Section 409A, eliminate any such payments otherwise payable during
      the first six (6) months following Employee’s termination of employment
      and substitute therefor a lump sum payment or an initial installment
      payment, as applicable, at the beginning of the seventh (7th) month
      following Employee’s termination of employment which in the case of an
      initial installment payment would be equal in the aggregate to the amount
      of all such payments thus
eliminated.

              


      


      
        
          
             

            3266.003/251419.1 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, this Agreement has been executed as of the date first
hereinabove written.

      


      Mission
Community Bank:

      


      


      
        	
                 
      

              	
                By:

              	
                /s/ Anita M.
      Robinson

              


      

      Anita M. Robinson

      Chief Executive Officer

      


      


      
        	
                 
      

              	
                By:

              	
                /s/ William B.
      Coy

              


      

      
        	
                 
      

              	
                William
      B. Coy

              


      

      
        	
                 
      

              	
                Chairman
      of the Board

              


      

      


      


      


      


      
        	
                 
      

              	
                By:

              	
                /s/ Ronald B.
      Pigeon

              


      

      Ronald B.
Pigeon

      Employee

      



      
        
          
             

            3266.003/251419.1