Exhibit 10.1


EMPLOYMENT AGREEMENT


This Employment Agreement (this “Agreement”) is
made as of June 3, 2007 with an effective date of June 18, 2007 (the “Effective Date”), by and between MISSION COMMUNITY
BANK (the “Bank”), having a
principal place of business at 581 Higuera Street, San Luis Obispo,
California  93406, and BROOKS WISE (“Executive”), whose residence address is 545
Sandy Oaks Lane, Nipomo, California 93444-5400, with reference to the following:


R E C I T A L S


WHEREAS, the Bank is a banking corporation duly organized, validly existing,
and in good standing under the laws of the State of California, with power to
own property and carry on its business as it is now being conducted;


WHEREAS, the Bank desires to continue to avail itself of the skill, knowledge,
and experience of Executive in order to insure the successful management of its
business;


WHEREAS, the parties hereto desire to specify the terms of Executive’s
employment by the Bank;


NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending to be legally bound, it is agreed that from and after
the Effective Date, the following terms and conditions shall apply to Executive’s
said employment:


A G R E E M E N T


A.            TERM OF EMPLOYMENT


1.             Term.  The Bank hereby employs
Executive and Executive hereby accepts employment with the Bank for the period
commencing on the Effective Date and terminating December 31, 2009, unless
terminated earlier as provided for in this Agreement (the “Term”). 
Where used herein, “Term” shall refer to the entire period of employment
of Executive by Bank hereunder, whether for the period provided above,
including any extensions thereof, or whether terminated earlier as hereinafter
provided.


B.            DUTIES OF EXECUTIVE


1.             Duties.  Executive shall perform the
duties of President of the Bank, subject to the powers by law vested in the
Board of Directors of the Bank and in the Bank’s shareholders.  Executive shall report to the Chief Executive
Officer of the Bank.  The duties of
Executive may be changed or supplemented by the Bank without a resulting
recision of this Agreement. 
Notwithstanding any such change from the duties originally assigned and
specified above, or hereafter assigned, the employment of Executive shall be
construed as continuing under this Agreement as modified.  Without limiting the foregoing, Executive
agrees to hold such positions with Mission Community Bancorp (the “Company”) as the Company may direct without payment of
additional compensation.  During the
Term, Executive shall perform exclusively the services herein contemplated to
be performed by Executive faithfully, diligently, and to the best of Executive’s
ability, consistent with the highest and best standards of the banking industry
and in compliance with all applicable laws













and
the Bank’s Articles of Incorporation, Bylaws, and internal written policies.  Executive shall also be nominated by the
Boards of Directors of the Company and the Bank to serve as a director of the
Company and the Bank during the Term.  


2.             Conflicts of Interest. 
Except as permitted by the prior written consent of the Board of
Directors of the Bank, Executive shall devote Executive’s entire productive
time, ability, and attention to the business of the Bank during the Term, and
Executive shall not directly or indirectly render any services of a business,
commercial, or professional nature, to any other person, firm, or corporation,
whether for compensation or otherwise, which are in conflict with the Bank’s
interest.  


C.            COMPENSATION


1.             Base Salary.  For Executive’s services
hereunder, commencing on the Effective Date, the Bank shall pay or cause to be
paid as annual base salary to Executive the sum of not less than One Hundred
Thirty-Five Thousand Dollars ($135,000) for each year (i.e., 12-month period)
of the Term (the “Base Salary”).  Said salary shall be payable in equal
installments in conformity with Bank’s normal payroll periods.  Annual increases, if any, may be made in the sole
discretion of the Board of Directors.


2.             Bonuses.  During the Term, Executive
shall be entitled to receive as an incentive, a bonus as determined and payable
in accordance with the Bank’s Officers’ Incentive Compensation Program as set
forth on Exhibit “A” hereto, as it may be amended from time to time by mutual
agreement of the Board of Directors and Executive, together with such other
bonus as the Board of Directors shall determine from time to time in its sole
and absolute discretion (collectively, the “Incentive
Bonus”).  The bonus for 2007
shall be prorated to take account of Executive’s partial service for such
year.  


D.            EXECUTIVE BENEFITS


1.             Vacation and Sick Pay.  Executive
shall be entitled to four (4) weeks vacation during each year of the Term;
provided, however, that for each year of the Term, Executive is required to and
shall take at least two (2) weeks of said vacation (the “Mandatory
Vacation”), which shall be taken consecutively.  Any vacation time not used in excess of the
Mandatory Vacation may be accumulated in accordance with Bank’s Personnel
Policy.  Executive shall also be entitled
to sick pay in accordance with Bank’s Personnel Policy.


2.             Automobile Allowance. 
During the Term, the Bank shall provide Executive with a $750.00 per
month automobile allowance.  Provided the
Bank pays the foregoing automobile allowance, the Bank shall have no other
duty, responsibility or liability on account of Executive’s automobile and at
all times during the Term, Executive shall maintain such insurance on the
automobile including, without limitation, liability for personal injury and
property damage as the Bank shall from time to time reasonably require to
protect Bank against any loss which may arise from Executive’s use of the
automobile while working for the Bank.


3.             Group Medical and Life Insurance Benefits.  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



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employees
generally, but at a level commensurate with other officers of the Bank (collectively,
the “Insurance Coverage”).  Said Insurance Coverage shall be in existence
as of the Effective Date hereof and shall continue throughout the Term.  The Bank’s liability to Executive for any
breach of this Paragraph D.3 shall be limited to the amount of premiums
required hereunder to be payable by the Bank to obtain or maintain, as applicable,
the coverages contemplated herein.


4.             Stock Options.  By
separate stock option agreement Executive shall also be given the option to
purchase a number of shares of the Company common stock equal to the lesser of
(a) 25,000 shares or (b) 5.0% of the number of shares issued in the first
public offering of Company shares occurring after the Effective Date and prior
to December 31, 2007, which option shall be granted as of the date of the final
closing of such offering.  The exercise
price per share shall be equal to the greater of the fair market value per
share of the common stock of the Company on the date of grant or the offering
price in such offering.  In the event the
offering is not completed, no options will be issued.  The term of the option shall be ten years and
shall vest in five (5) annual installments of 20% per year over a period of
five (5) years, with the first such installment to vest one year after the
Effective Date and with subsequent installments vesting on the second, third,
fourth and fifth anniversaries of the Effective Date.  The option shall be a non-qualified option
for purposes of the Internal Revenue Code of 1986.  The shares to be issued upon the exercise of
the option will be restricted securities, will not be required to be registered
under the Securities Act of 1933, and may not be sold by Executive except pursuant
to an effective registration statement or applicable exemption therefrom.  The stock option agreement shall set forth
additional terms for such option.  


5.             Additional Benefits. 
Executive shall be entitled to participate in all programs, rights and
benefits for which Executive is otherwise entitled under any 401(k) plan, bonus
plan, incentive plan, participation plan, extra compensation plan, pension
plan, profit sharing plan, savings plan, life, medical, dental, other health
care, disability or other insurance plan or policy or other plan or benefit
Bank may provide for senior executives or for employees of Bank generally, from
time to time, in effect during the Term. 



6.             Club Membership.  The
Bank shall pay or reimburse Executive for all dues associated with a country
club membership of Executive at a club approved by the Board’s Compensation
Committee, and shall also reimburse Executive for all business expenses
associated with club use in accordance with Bank’s reimbursement policies.


E.             REIMBURSEMENT FOR BUSINESS EXPENSES


1.             Business Expenses.  Executive
shall be entitled to reimbursement by the Bank for any ordinary and necessary
business expenses incurred by Executive in the performance of Executive’s
duties and in acting for the Bank during the Term, which types of expenditures
shall be determined by the Board of Directors, provided that:


(a)           Each
such expenditure is of a nature qualifying it as a proper deduction on the
federal and state income tax returns of the Bank as a business expense and not
as a deductible compensation to Executive; and


(b)           Executive
furnishes  to  the 
Bank  adequate records and other
documentary evidence required by federal and state statutes and regulations
issued by the



 3
 









appropriate
taxing authorities  for  the 
substantiation  of  such 
expenditures  as deductible
business expenses of the Bank and not as deductible compensation to Executive.


2.             Reimbursement. 
Executive agrees that, if at any time payment made to Executive by Bank
for business expense reimbursement shall be disallowed in whole or in part as
deductible business expense by the appropriate taxing authorities, the amount
so disallowed shall be treated as taxable compensation to Executive.


F.             TERMINATION


1.             Termination for Cause.  The
Bank may terminate Executive’s employment at any time by action of the Board of
Directors for “cause” if:


(a)           Executive
fails to perform or habitually neglects the duties which Executive is required
to perform hereunder;


(b)           if
Executive engages in illegal activity which materially adversely affects the
Bank’s reputation in the community or which evidences the lack of Executive’s
fitness or ability to perform Executive’s duties as reasonably determined by
the Board of Directors, in good faith;


(c)           Executive
commits any act which would cause termination of coverage under the Bank’s
Bankers’ Blanket Bond as to Executive or as to the Bank as a whole;


(d)           any
regulatory authority having supervisory authority over Bank exercises its cease
and desist powers to remove Executive from office or advises Bank that
Executive should be removed from office;


(e)           if
the Bank is closed by or taken over by the California Commissioner of Financial
Institutions or other supervisory authority, including the Federal Deposit
Insurance Corporation;


(f)            in
the event of Executive’s death, or if Executive is found to be physically or
mentally incapable of performing Executive’s duties for a period of ninety (90)
days or greater by the Board of Directors, in good faith; or


(g)           any
other act or omission which would constitute “cause” under California law
occurs.  Such termination shall not
prejudice any remedy which the Bank may have at law, in equity, or under this
Agreement.


Termination pursuant to this Paragraph F.1 shall become effective upon
written notice of termination.


2.             Change in Control Event.  In
the event of a “Change of Control” Executive’s employment with the Bank may not
be terminated by Bank, the surviving or resulting entity or the transferee of
the Bank’s assets.  In the event of a “Change
of Control” Executive may terminate Executive’s employment under this Agreement
for “Good Cause.”



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(a)               A
Change of Control shall be deemed to have occurred if:


(i)            
there shall be consummated (A) any consolidation or merger of the Company,
other than a merger of the Company in which the holders of the Company’s Common
Stock immediately prior to the merger have substantially the same proportionate
ownership of common stock of the surviving corporation immediately after the
merger, in which the Company is not the continuing or surviving corporation, or
pursuant to which shares of the Company’s Common Stock would be converted in
whole or in part into cash, securities or other property, if as a result of the
consolidation or merger, the continuing or surviving corporation acquired more
than 50% of the total fair market value or total voting power of the Company’s
Common Stock, or (B) any sale, lease, exchange or transfer (in one transaction
or a series of related transactions) of all or substantially all the assets
(which shall be defined as more than 50% of the total gross fair market value
of all of the assets) of the Company, or


(ii)           the
shareholders of the Company shall approve any plan or proposal for the
liquidation or dissolution of the Company, or


(iii)          any “person”
(as such term is used in Sections 13(d)(3) and 14(d)(2) of the Securities
Exchange Act of 1934 (the “Exchange Act”)), other than the Company or a
subsidiary thereof or a corporation owned, directly or indirectly, by the
shareholder of the Company, shall become the beneficial owner (within the
meaning of Rule 13(d)(3) under the Exchange Act) of securities of the Company
representing 35% or more of the combined voting power of the Company’s then
outstanding securities ordinarily (and apart from rights accruing in special
circumstances) having the right to vote in the election of directors, as a
result of a tender or exchange offer, open market purchases, privately
negotiated purchases or otherwise, or


(iv)          at
any time during a twelve-month period, individuals who, at the beginning of
such period, constituted the Board of Directors of the Company shall cease for
any reason to constitute at least a majority thereof, unless the election or
the nomination for election by the Company’s shareholders of each new director
during such twelve-month period was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of
such twelve-month period, or


(v)           any “person”
(as such term is used in Sections 13(d)(3) and 14(d)(2) of the Securities
Exchange Act of 1934 (the “Exchange Act”)), other than the Company, Bank or a
subsidiary thereof or a corporation owned, directly or indirectly, by the
shareholder of the Company or Bank, shall become the beneficial owner (within
the meaning of Rule 13(d)(3) under the Exchange Act) of securities of the Bank
representing 35% or more of the combined voting power of the Bank’s then
outstanding securities ordinarily (and apart from rights accruing in special
circumstances) having the right to vote in the election of directors, as a
result of a tender or exchange offer, open market purchases, privately
negotiated purchases or otherwise.


(b)           The
following shall constitute “Good Cause”:


(i)            subsequent
to a Change of Control, and without Executive’s express written consent, the
assignment to Executive of any duties substantially inconsistent with Executive’s
positions, duties, responsibilities and status with Bank immediately prior to
the Change of Control, or a substantial change in Executive’s reporting



 5
 









responsibilities,
titles or offices as in effect immediately prior to the Change of Control, or
any removal of Executive from or any failure to re-elect Executive to any of
such positions, except in connection with the termination of Executive’s
employment pursuant to Paragraph F.1 hereof, or as a result of Executive’s
retirement, or by Executive other than for Good Cause;


(ii)           subsequent
to a Change of Control a 10% or greater reduction by Bank in Executive’s Base Salary
and benefits as in effect on the Effective Date or as the same may be increased
from time to time;


(iii)          subsequent
to a Change of Control and without Executive’s express written consent, Bank’s
requiring Executive to be based anywhere other than within 15 miles of Bank’s
main office location immediately prior to the Change of Control, exclusive of
required travel on Bank business; or


(iv)          subsequent
to a Change of Control, the failure by Bank to obtain the assumption of the agreement
to perform this Agreement by any successor as contemplated in Paragraph G.5 hereof.


3.             Termination Without Cause. 
Notwithstanding anything to the contrary contained herein, it is agreed
by the parties hereto that either the Bank or Executive may at any time elect
to terminate Executive’s employment by the Bank for any reason.  Such termination shall be effective upon the
giving of not less than five (5) days prior written notice where the Bank is
terminating Executive’s employment and upon the giving of not less than sixty
(60) days’ prior written notice where Executive is terminating Executive’s
employment hereunder.


4.             Expiration of Term Without Renewal.  If
the Bank is unwilling, for any reason whatsoever, to enter into a new
employment agreement with Executive at the expiration of the full Term, or the
Executive and Bank are unable to reach a mutually agreeable contract prior to
the expiration of a full Term, or Executive decides to retire or to take
employment elsewhere at the expiration of the full Term, then Executive=s employment with Bank shall terminate at the
end of the full Term.


5.             Effect of Termination.


(a)           In
the event Executive=s employment with Bank is terminated for any
of the reasons specified in Paragraphs F.1 or F.3 (as a result of Executive’s
election to terminate) of this Agreement, Executive shall be entitled to (i)
the Base Salary and Incentive Bonus earned by Executive prior to the date of
termination, computed pro rata up to and including that date, and (ii) accrued
but unused vacation time, but Executive shall be entitled to no further
compensation or benefits otherwise provided for or contemplated under this
Agreement.


(b)           In
the event Executive=s employment with Bank is terminated pursuant
to Paragraph F.3 of this Agreement (as a result of Bank’s election to terminate
and no Change of Control has occurred), Executive shall be entitled to (i) the
Base Salary and Incentive Bonus earned by Executive prior to the date of
termination, computed up to and including that date, (ii) accrued but unused
vacation time, and (iii) an amount equal to six (6) months of Executive’s Base
Salary in effect immediately prior to the date of termination,



 6
 









payable
in equal installments over six (6) months in accordance with the Bank’s normal
payroll periods.


(c)           In
the event Executive=s employment with Bank is terminated pursuant
to Paragraph F.2 of this Agreement (as a result of Executive’s election to
terminate for Good Cause), or by Bank or the resulting or surviving entity
pursuant to Paragraph F.3 after a Change of Control has occurred, Executive
shall be entitled to (i) the Base Salary and Incentive Bonus earned by
Executive prior to the date of termination, computed pro rata up to and
including that date, (ii) accrued but unused vacation time, (iii) the
continuation of the Insurance Coverage as provided in Paragraph D.3 hereof and
the automobile allowance as provided in Paragraph D.2 hereof for a period of twelve
(12) months from and after the date of termination, and (iv) an amount equal to
twelve (12) months of Executive’s Base Salary in effect immediately prior to
the date of termination in a lump sum payment.


(d)           The
payment of such benefits shall discharge Bank from any further liability to
Executive under this Agreement.


(e)           In
the event Executive=s employment with Bank and the Term are
terminated pursuant to Paragraph F of this Agreement, the provisions of
Paragraph G hereof shall survive said termination and shall inure to the
benefit of and be binding upon the parties hereto and their respective
executors, administrators, successors and assigns.


(f)            In
the event Executive=s employment with Bank is terminated in
accordance with this Paragraph F of this Agreement (whether by Executive or
Bank) and at such time Executive is a member of the Board of Directors of
Company, Bank or any subsidiary thereof, or holds any other office thereof,
Executive shall, and hereby agrees to, tender Executive=s resignation from the Board of Directors of
the Company, Bank and all subsidiaries thereof and any committees thereof and
all other offices of the Company, Bank and all subsidiaries thereof then held
by Executive effective on the date of termination.  If such resignation is not received by the
Bank within three (3) days after the date of termination, Executive hereby
authorizes and directs the Board of Directors of all such entities to consider
the failure to so act as Executive’s resignation from all said positions
effective as of the date of termination.


6.             Golden Parachute Limitation. 
Severance compensation as provided above will be reduced as provided
below to the extent required to avoid the penalties imposed on “parachute
payments” under the Internal Revenue Code of 1986 (the “Code”).


(a)           If the present value of all Executive’s
severance compensation provided by the Bank hereunder and outside this
Agreement is high enough to cause any such payment to be a “parachute payment”
(as defined in Section 280G(b)(2) of the Code), then one or more of such
payments will be reduced by the minimum amount required to prevent the
severance compensation under this Agreement from being a “parachute payment.”


(b)           Executive may direct the Bank regarding the
order of reducing severance compensation and other payments from the Bank to
comply with this Paragraph F.6.



 7
 









G.            GENERAL PROVISIONS


1.             Trade Secrets.  During
the Term, Executive will have access to and become acquainted with what
Executive and Bank acknowledge are trade secrets; to wit, knowledge or data concerning
the Bank, including its operations and methods of doing business, and the
identity of customers of the Bank, including knowledge of their financial
condition and their financial needs. 
Executive shall not disclose any of the aforesaid trade secrets,
directly or indirectly, or use them in any way, either during the Term or for a
period of five (5) years after the termination of this Agreement, except as
required in the course of Executive’s employment with the Bank.


2.             Covenant Not to Interfere.  Executive
hereby covenants and agrees that Executive will not during the Term, or for the
period during which Executive receives any compensation from Bank, whether
pursuant to this Agreement or otherwise, plus an additional period of one (1) year,
disrupt, damage, impair or interfere with the business of Bank, whether by way
of interfering with or raiding its employees, disrupting its relationships with
customers or their agents, representatives or vendors, or otherwise.  After termination of employment, Executive is
not, however, restricted from being employed by or engaging in a competing
business.


3.             Return of Documents. 
Executive expressly agrees that all manuals, documents, files, reports,
studies, instruments, or other materials used and/or developed by Executive
during the Term are solely the property of the Bank, and that Executive has no
right, title, or interest therein.   Upon
termination of this Agreement, Executive or Executive’s representative shall
promptly deliver possession of all of said property to the Bank in good condition.


4.             Notices.  All notices, demands, or other communications
hereunder shall be in writing and shall be delivered in person (professional
courier acceptable); or by United States mail, certified or registered, postage
prepaid, with return receipt requested; or by facsimile transmission; or
otherwise actually delivered, to the addresses for the parties appearing at the
inception of this Agreement.  The persons
or addresses to which mailings or deliveries shall be made may change from time
to time by notice given pursuant to the provisions of this Paragraph G.4.  Any notice, demand, or other communication
given pursuant to this Agreement shall be deemed to have been given on the date
actually delivered, if delivered in person, three (3) days following the date
mailed, if delivered by U.S. mail, or upon written confirmation of
transmission, if delivered by facsimile.


5.             Benefit of Agreement.  This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective executors, administrators, successors and assigns.


6.             Review by Counsel. 
Executive represents and warrants to the Bank that Executive has had
this Agreement reviewed by independent legal counsel of Executive’s choice, or
if Executive has not, that Executive has had the opportunity to do so, and
hereby waives any claim, objection, or defense on the grounds that this
Agreement has not been reviewed by legal counsel of Executive’s choice.


7.             California Law.  This
Agreement is to be governed by and construed in accordance with the laws of the
State of California.



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8.             Captions and Paragraph Headings. 
Captions and paragraph headings used herein are for convenience only and
are not a part of this Agreement and shall not be used in construing this
Agreement.


9.             Invalid Provisions. 
Should any provision of the Agreement 
for  any  reason 
by  declared  invalid, 
void, unenforceable by a court of competent jurisdiction, the validity
and binding effect of any remaining portion shall not be affected, and the
remaining portions of this Agreement shall remain in full force and effect as
if this Agreement had been executed with said provisions eliminated.


10.           Entire
Agreement.  This Agreement and the other agreements,
plans or documents specifically referred to herein, including Stock Option
Agreements,  contain the entire agreement
of the parties.  This Agreement
supersedes any and all other agreements, either oral or in writing, between the
parties with respect to the employment of Executive by the Bank, including the
Original Agreement and any Salary Protection Agreement.   Each party to this Agreement acknowledges
that no representation inducements, promises, or agreements, oral or otherwise,
have be made by any party, or anyone acting on behalf of any party, which are
not embodied herein, and that no other agreement, statement, premise not
contained in this Agreement shall be valid or binding.  This Agreement may not be modified or amended
by oral agreement but only by an agreement in writing signed by both the Bank and
Executive.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.


	
   

  	
  MISSION COMMUNITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/William B. Coy

  	
   

  
	
   

  	
   

  	
  William B. Coy

  
	
   

  	
  Its:

  	
  Chairman of the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Roxanne Carr

  	
   

  
	
   

  	
   

  	
  Roxanne Carr

  
	
   

  	
  Its:

  	
  Vice Chairman of the Board of Directors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Brooks Wise

  	
   

  
	
   

  	
  Brooks Wise

  
							




 10
 









Exhibit A


BANK’S
OFFICERS’ INCENTIVE COMPENSATION PROGRAM


PURPOSE


The
purpose of the Incentive Compensation Plan (“Plan”) is to provide an incentive
to key employees to improve the Bank’s financial performance, and to provide a
vehicle for awarding exceptional performance. 
Incentives are based on the achievement of annual financial objectives
consistent with the Bank’s long-term goals.


ELIGIBLITY


All
Corporate Officers and designated Loan Officers of Mission Community Bank are
eligible to participate in the Plan. 
Target awards are based on production and grouping.


A
minimum of three months continuous service with Mission Community Bank is
necessary in order to be eligible for an award under the Plan.


PLAN ADMINISTRATION


A
Personnel Committee of the Board of Directors (“Committee”) administers the
Plan, which approves:  (1) plan
participants, (2) bonus award levels, (3) bank and Production objectives and
target performance levels.  The Committee
also approves final incentive payouts at the end of the plan year.  The CEO of the Bank is delegated the
responsibility for the day-to-day administration of the Plan, the objectives
and the awards for the officers for quarterly production awards.


PERFORMANCE OBJECTIVES


Awards
under the Plan are based on achievement of annual Bank objectives and
Production objectives.  The weighting of
Bank objectives is dependent on the position the participating employee holds
within the Bank.


	
  Bonus Opportunity for:

  	
   

  	
  Bank

  Objectives

  	
   

  	
  Production

  Objectives

  	
   

  
	
  ·   President

  	
   

  	
  100

  	
  %

  	
  0

  	
  %

  
	
  ·   Executive
  Vice Presidents

  	
   

  	
  100

  	
  %

  	
  0

  	
  %

  
	
  ·   SVP’s,
  VP’s, and AVP’s (Support)

  	
   

  	
  100

  	
  %

  	
  0

  	
  %

  
	
  ·   SVP’s,
  VP’s and AVP’s (Branch Managers)

  	
   

  	
  20

  	
  %

  	
  80

  	
  %

  
	
  ·   SVP’s,
  VP’s, and AVP’s (Production)

  	
   

  	
  0

  	
  %

  	
  100

  	
  %

  
	
  ·   Designated Loan Officers

  	
   

  	
  0

  	
  %

  	
  100

  	
  %

  



 


Bank and Production objectives are specified in advance of the Plan
year and approved by the CEO and the Board.



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PRODUCTION
OBJECTIVES


Production
objectives are established for each participating officer based on the Bank’s
annual goals and budget.  Production
objectives are specified at the beginning of the Plan year.


Depending
on annual goals for the Bank, Production objectives will typically include
commercial and construction loans, commercial real estate loans, consumer
loans, equity lines of credit, leases, and deposits.  The measurement of Production objectives will
be based on gross loan origination and net growth in deposits.  In addition, award payout guidelines include
the following stipulations:


·                  Loans
which are 60 consecutive days delinquent for payment or by maturity, or are
adversely classed as “substandard” or “doubtful” during the first twelve months
of the a loan will result in a 50% commission charge back to the production
officer.


·                  Loans
which are classified “loss” during the first twelve months of a loan will
result in a 100% commission charge back to the production officer.


·                  Commercial
Lines of Credit will be commissioned at 50% of the commitment amount.\


·                  For
Participation sold, incentive will be based on amount of loan retained by the
Bank.


The
Bank offers a separate Brokered Loan Incentive Program.  The loans that are brokered to a secondary
market lender are paid a referral fee and are not a part of the production
objectives.  The Bank also offers a
separate Sales Referral Incentive Program for SBA loans and Leases referred,
approved and funded.


Bonus Opportunity for Production
Objectives:  Commercial Lenders &
Branch Managers


	
  Commercial,
  Construction & Commercial Real Estate Loans

  	
   

  	
   

  
	
  $0 — $999,999

  	
   

  	
  -0-

  
	
  $1,000,000 -
  $4,999,999

  	
   

  	
  10BP

  
	
  $5,000,000 -
  $9,999,999

  	
   

  	
  20 BP

  
	
  Over $10,000,000

  	
   

  	
  30 BP

  
	
  Deposits

  	
   

  	
   

  
	
  Certificate of
  Deposits

  	
   

  	
  5 BP

  
	
  Savings Accounts

  	
   

  	
  25 BP

  
	
  Demand Deposit
  Accounts

  	
   

  	
  50 BP

  



 


If more than one Production
Officer participates in the origination and funding of a loan, they will share
the incentive award based on terms outlined by the Incentive Sharing
Agreement.  For deposit incentives, the
award is based on the quarterly increase in average balance.  All officers, production or support, are
eligible for deposit incentives. 
Officers will be paid on a pro-rata share of the increase in average
balance.



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INCENTIVE AWARDS


Incentive awards for Production
Officers are paid out quarterly.  Support
Officers will receive a quarterly pay out for deposit incentives.  At year end, payout
calculation is “trued up,” i.e. calculated on a year-to-date basis and
incentive paid year-to-date subtracted out to arrive at 4th quarter payout.


Final awards for the Bank are
distributed following the end of the Plan year. 
Awards for Support officers and Branch managers are calculated against
the achievement of Bank objectives as shown below (as % of base salary).


Bonus Opportunity for Bank Objectives for
Support Officers and Branch Managers


	
   

  	
   

  	
   

  	
   

  	
  Minimum

  (80% of

  Goals)

  	
   

  	
  Target

  (100%

  Goals)

  	
   

  	
  Maximum

  	
   

  
	
  Group 1:

  	
   

  	
  ·   President

  	
   

  	
  20

  	
  %

  	
  30

  	
  %

  	
  Unlimited

  	
   

  
	
  Group 2:

  	
   

  	
  ·   Executive Vice Presidents

  	
   

  	
  10

  	
  %

  	
  15

  	
  %

  	
  Unlimited

  	
   

  
	
  Group 3:

  	
   

  	
  ·   Senior Vice Presidents

  	
   

  	
  8

  	
  %

  	
  12

  	
  %

  	
  Unlimited

  	
   

  
	
  Group 4:

  	
   

  	
  ·   Vice Presidents

  	
   

  	
  7

  	
  %

  	
  10

  	
  %

  	
  Unlimited

  	
   

  
	
  Group 5:

  	
   

  	
  ·   Assistant
  Vice Presidents

  	
   

  	
  7

  	
  %

  	
  10

  	
  %

  	
  Unlimited

  	
   

  



 


Incentive awards will be paid
on a pro-rata basis if the Participant does not have full year of service
during the plan year.  Incentive awards
are based on the Participant’s base salary for bank objectives.  Other bonuses, incentives, benefits, or perks
are not included in total wages for incentive award payout.


TERMINATION OF EMPLOYMENT


Unless determined otherwise
by the Committee, a Participant who terminates employment with the Bank or is
terminated by the Bank is not eligible to receive an incentive awards.


Participants must be employed
with the Bank when incentive is paid out to be eligible for the award.


In the event of competitive
activity, failure to cooperate with the Bank or conduct detrimental to the best
interest of the Bank, the Committee may, at its discretion, remove a
participant from the Plan.


DEFINITIONS


	
  The “Plan”

  	
  Incentive Compensation Plan of Mission Community
  Bank

  
	
   

  	
   

  
	
  “Participants”

  	
  All active Corporate Officers and designate Loan
  Officers of Mission Community Bank with a minimum of 3 months continuous
  service.

  



 



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  The “Bank”

  	
  Mission Community Bank

  
	
   

  	
   

  
	
  The “Committee”

  	
  The Personnel Committee of the Board of Directors

  
	
   

  	
   

  
	
  “Production Objectives”

  	
  Production objectives are established at the
  beginning of each annual performance period

  



 



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