Exhibit 10.(ii)A(10)


 


MONTEREY COUNTY BANK


Supplemental Life Insurance
Agreement


 


MONTEREY
COUNTY BANK


SUPPLEMENTAL
LIFE INSURANCE AGREEMENT


 


EFFECTIVE October 26,
2006


 


THIS
SUPPLEMENTAL LIFE INSURANCE AGREEMENT (the “Agreement”) is adopted this 26th
day of October, 2006, by and between MONTEREY COUNTY BANK, a state-chartered
commercial bank located in Monterey, California (the “Bank”), and CHARLES T.
CHRIETZBERG (the “Executive”).


 


The purpose of
this Agreement is to retain and reward the Executive, by dividing the death
proceeds of certain life insurance policies which are owned by the Bank on the
life of the Executive with the designated beneficiary of the Executive. The
Bank will pay the life insurance premiums from its general assets.


 


Article 1


Definitions


 


Whenever used
in this Agreement, the following terms shall have the meanings specified:


 


1.1           “Agreement 1” refers to the Survivor
Income Agreement between the Bank and the Executive and the Split Dollar
addendum thereto, all dated December 31, 1993.


 


1.2           “Agreement 2” refers to the Life
Insurance Agreement Endorsement Method Split Dollar Plan Agreement between the
Bank and the Executive, effective October 12, 1999, and the two amendments
thereto dated August 15, 2001 and August 16, 2001, respectively.


 


1.3           Bank’s
Interest” means the benefit set forth in Section 2.1.


 


1.4           “Beneficiary” means each designated
person, or the estate of the deceased Executive, entitled to benefits, if any,
upon the death of the Executive.


 


1.5           “Beneficiary Designation Form” means
the form established from time to time by the Plan Administrator that the
Executive completes, signs and returns to the Plan Administrator to designate
one or more Beneficiaries.


 


1.6           “Board”
means the Board of Directors of the Bank as from time to time constituted.


 


1.7           “Code”
means the Internal Revenue Code of 1986, as amended.


 


1.8           “Executive’s
Interest” means the benefit set forth in Section 2.2.


 


1.9           “Insurer”
means the insurance company issuing the Policy on the life of the Executive.


 


1.10         “Net Death Proceeds” means the total
death proceeds of the Policy minus the greater of (i) the cash surrender
value or (ii) the aggregate premiums paid by the Bank.


 


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1.11        “Plan Administrator” means the plan administrator
described in Article 12.


 


1.12        “Policy” or “Policies” means the
individual insurance policy or policies adopted by the Bank for purposes of
insuring the Executive’s life under this Agreement.


 


1.13        “Separation from Service” means the
termination of the Executive’s employment with the Bank for reasons other than
death. Whether a Separation from Service takes place is determined based on the
facts and circumstances surrounding the termination of the Executive’s
employment and whether the Bank and the Executive intended for the Executive to
provide significant services for the Bank following such termination. A
termination of employment will not be considered a Separation from Service if:


 


(a)           the Executive continues to provide services
as an employee of the Bank at an annual rate that is twenty percent (20%) or
more of the services rendered, on average, during the immediately preceding
three full calendar years of employment (or, if employed less than three years,
such lesser period) and the annual remuneration for such services is twenty
percent (20%) or more of the average annual remuneration earned during the
final three full calendar years of employment (or, if less, such lesser
period), or


 


(b)           the Executive continues to provide services
to the Bank in a capacity other than as an employee of the Bank at an annual
rate that is fifty percent (50%) or more of the services rendered, on average,
during the immediately preceding three full calendar years of employment (or if
employed less than three years, such less period) and the annual remuneration
for such services is fifty percent (50%) or more of the average annual
remuneration earned during the final three full calendar years of employment
(or if less, such lesser period).


 


1.14        “Vested Insurance
Benefit” means the Bank will provide the Executive with continued insurance
coverage from the date of vesting until death, subject to the forfeiture provisions
detailed in Section 3.2 and Article 6. Article 3 explains how
the Executive achieves vested status.


 


Article 2


Policy
Ownership/Interests


 


2.1           Bank’s Interest. The Bank shall own
the Policies and shall have the right to exercise all incidents of ownership
and, subject to Article 4, the Bank may terminate a Policy without
the consent of the Executive. The Bank shall be the beneficiary of the
remaining death proceeds of the Policies after the Executive’s Interest is
determined according to Section 2.2 below.


 


2.2           Executive’s Interest. The Executive,
or the Executive’s assignee, shall have the right to designate the Beneficiary
of an amount of death proceeds as specified in Section 2.2.1 or 2.2.2. The
Executive shall also have the right to elect and change settlement options with
respect to the Executive’s Interest by providing written notice to the Bank and
the Insurer.


 


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2.2.1        Death Prior to Separation from Service.
If the Executive dies while employed by the Bank, the Executive’s Beneficiary
shall be entitled to a benefit equal to one hundred percent (100%) of the Net
Death Proceeds minus the benefit amounts paid to the Executive’s beneficiary
pursuant to Agreement 1 and Agreement 2.


 


2.2.2        Death After Separation from Service. If,
pursuant to Article 3, the Executive has a Vested Insurance Benefit at the
date of death, the Executive’s Beneficiary shall be entitled to a benefit equal
to the Net Death Proceeds minus the benefit amounts paid to the Executive’s
beneficiary pursuant to Agreement 1 and Agreement 2. If the Executive has not
achieved a Vested Insurance Benefit on the date of death, the Beneficiary will
not be entitled to a benefit under this Agreement.


 


Article 3


Vesting


 


3.1           Vested Insurance
Benefit. The Executive shall have a Vested Insurance Benefit equal to the
amount specified in Section 2.2 at the earliest of the following events:


 


3.1.1       Attainment of age sixty-five (65) while in the
employ of the Bank; or


 


3.1.2        Adoption, by the Board at its discretion, of a
resolution entitling the Executive to the Vested Insurance Benefit in Section 2.2
under circumstances not otherwise addressed in this Section 3.1.


 


3.2           Forfeiture of
Benefit. Notwithstanding the provisions of Section 3.1, the Executive
will forfeit his Vested Insurance Benefit if: (i) the Executive violates
any of the provisions detailed in Article 6; or (ii) the Executive
provides written notice to the Bank declining further participation in the
Agreement.


 


Article 4


Comparable
Coverage


 


4.1           Insurance Policies. If the Executive
has a Vested Insurance Benefit, the Bank may provide such benefit through
the Policies purchased at the commencement of this Agreement, or may provide
comparable insurance coverage to the Executive through whatever means the Bank
deems appropriate. If the Executive waives or forfeits his right to the Vested
Insurance Benefit, the Bank shall choose to cancel the Policies on the
Executive, or may continue such coverage and become the direct beneficiary
of the entire death proceeds.


 


4.2           Offer to Purchase. If the Bank
discontinues a Policy while the Executive is employed by the Bank at the date
of discontinuance or while the Executive has a Vested Insurance Benefit that
has not been forfeited, the Bank shall give the Executive at least thirty (30)
days to purchase such Policy. The purchase price shall be the fair market value
of the Policy, as determined under Treasury Reg. §1.61-22(g)(2) or any
subsequent applicable


 


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authority.
Such notification shall be in writing.


 


Article 5


Premiums
and Imputed Income


 


5.1           Premium
Payment. The Bank shall pay all premiums due on all Policies.


 


5.2           Economic Benefit. The Bank shall
determine the economic benefit attributable to the Executive based on the life
insurance premium factor for the Executive’s age multiplied by the aggregate death
benefit payable to the Beneficiary hereunder. The “life insurance premium
factor” is the minimum factor applicable under guidance published pursuant to
Treasury Reg. § 1.61-22(d)(3)(ii) or any subsequent authority.


 


5.3           Imputed Income. The Bank shall impute
the economic benefit to the Executive on an annual basis, by adding the
economic benefit to the Executive’s W-2, or if applicable, Form 1099.


 


Article 6


General
Limitations


 


6.1           Excess Parachute or Golden Parachute
Payment. If the payments and benefits pursuant to this Agreement, either
alone or together with other payments and benefits which the Executive has the
right to receive from the Bank, would constitute an “excess parachute payment”
under Section 280G of the Code, or would be a prohibited golden parachute
payment pursuant to 12 C.F.R. §359.2 and for which the appropriate federal
banking agency has not given written consent to pay pursuant to 12 C.F.R.
§359.4, the payments and benefits pursuant to this Agreement shall be reduced,
in the manner determined by the Executive in the case of the application of Section 280G
of the Code, by the amount, if any, which is the minimum necessary to result in
(i) no portion of the payments and benefits under this Agreement being
non-deductible to the Bank pursuant to Section 280G of the Code and
subject to the excise tax imposed under Section 4999 of the Code, and (ii) no
adverse consequence to the Bank under or pursuant to such banking regulations.
All benefits payable under this Agreement shall also be subject to limitations
or prohibitions imposed by subsequent changes or amendments to the cited laws
and regulations except to the extent that any benefits payable under this
Agreement are grandfathered or otherwise exempt or excluded from the change or
amendment.


 


6.2           Termination for Cause.
Notwithstanding any provision of this Agreement to the contrary, the Executive
shall forfeit any right to a benefit under this Agreement if the Bank
terminates the Executive’s employment for cause. Termination of the Executive’s
employment for “Cause” shall mean termination because of personal dishonesty,
willful misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any
law, rule or regulation (other than traffic violations or similar
offenses) or final cease-and-desist order or material breach of any provision
of the Agreement. For purposes of this paragraph, no act or failure to act on
the Executive’s part shall be considered “willful” unless done, or omitted
to be done, by the Executive not in good faith and without reasonable belief
that the Executive’s action or omission was in the best interest of the Bank.


 


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6.3           Removal. Notwithstanding any provision
of this Agreement to the contrary, the Executive’s rights in the Agreement
shall terminate if the Executive is subject to a final removal or prohibition
order issued by an appropriate federal banking agency pursuant to Section 8(e) of
the Federal Deposit Insurance Act (“FDIA”).


 


6.4           Suicide or Misstatement. No benefits
shall be payable if the Executive commits suicide within two years after the
date of this Agreement, or if the insurance company denies coverage (i) for
material misstatements of fact made by the Executive on any application for
life insurance purchased by the Bank, or (ii) for any other reason;
provided, however that the Bank shall evaluate the reason for the denial, and
upon advice of legal counsel and in its sole discretion, consider judicially
challenging any denial.


 


Article 7


Beneficiaries


 


7.1           Beneficiary. The
Executive shall have the right, at any time, to designate a Beneficiary to receive
any benefits payable under the Agreement upon the death of the Executive. The Beneficiary
designated under this Agreement may be the same as or different from the beneficiary
designation under any other Agreement of the Bank in which the Executive participates.


 


7.2           Beneficiary  Designation; Change. The
Executive shall designate a Beneficiary by completing and signing the
Beneficiary Designation Form, and delivering it to the Bank or its designated
agent. The Executive’s beneficiary designation shall be deemed automatically
revoked if the Beneficiary predeceases the Executive or if the Executive names
a spouse as Beneficiary and the marriage is subsequently dissolved. The
Executive shall have the right to change a Beneficiary by completing, signing
and otherwise complying with the terms of the Beneficiary Designation Form and
the Bank’s rules and procedures, as in effect from time to time. Upon the
acceptance by the Bank of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be cancelled. The Bank shall be entitled to
rely on the last Beneficiary Designation Form filed by the Executive and
accepted by the Bank prior to the Executive’s death.


 


7.3           Acknowledgment. No designation or
change in designation of a Beneficiary shall be effective until received,
accepted and acknowledged in writing by the Bank or its designated agent.


 


7.4           No Beneficiary Designation. If the
Executive dies without a valid designation of beneficiary, or if all designated
Beneficiaries predecease the Executive, then the Executive’s surviving spouse
shall be the designated Beneficiary. If the Executive has no surviving spouse,
the benefits shall be made payable to the personal representative of the
Executive’s estate.


 


7.5           Facility of Payment. If the Bank
determines in its discretion that a benefit is to be paid to a minor, to a
person declared incompetent, or to a person incapable of handling the
disposition of that person’s property, the Bank may direct payment of such
benefit to the guardian, legal representative or person having the care or
custody of such minor,


 


5

















 


incompetent
person or incapable person. The Bank may require proof of incompetence,
minority or guardianship as it may deem appropriate prior to distribution
of the benefit. Any payment of a benefit shall be a payment for the account of
the Executive and the Executive’s Beneficiary, as the case may be, and
shall be a complete discharge of any liability under the Agreement for such
payment amount.


 


Article 8


Assignment


 


The Executive may irrevocably
assign without consideration all of the Executive’s Interest in this Agreement
to any person, entity, or trust. In the event the Executive shall transfer all
of the Executive’s Interest, then all of the Executive’s Interest in this
Agreement shall be vested in the Executive’s transferee, who shall be
substituted as a party hereunder, and the Executive shall have no further
interest in this Agreement.


 


Article 9


Insurer


 


The Insurer
shall be bound only by the terms of its given Policy. The Insurer shall not be
bound by or deemed to have notice of the provisions of this Agreement. The
Insurer shall have the right to rely on the Bank’s representations with regard
to any definitions, interpretations or Policy interests as specified under this
Agreement.


 


Article 10


Claims And
Review Procedure


 


10.1         Claims Procedure.
The Executive or Beneficiary (“claimant”) who has not received benefits under
the Agreement that he or she believes should be paid shall make a claim for
such benefits as follows:


 


10.1.1     Initiation – Written Claim. The claimant
initiates a claim by submitting to the Plan Administrator a written claim for
the benefits. If such a claim relates to the contents of a notice received by
the claimant, the claim must be made within sixty (60) days after such notice
was received by the claimant. All other claims must be made within one hundred
eighty (180) days of the date on which the event that caused the claim to arise
occurred. The claim must state with particularity the determination desired by
the claimant.


 


10.1.2     Timing of Bank Response. The Bank shall
respond to such claimant within 90 days after receiving the claim. If the Bank
determines that special circumstances require additional time for processing
the claim, the Bank can extend the response period by an additional 90 days by
notifying the claimant in writing, prior to the end of the initial 90-day
period, that an additional period is required. The notice of extension must set
forth the special circumstances and the date by which the Bank expects to render
its decision.


 


10.1.3     Notice of Decision. If the Bank denies part or
all of the claim, the Bank shall notify the claimant in writing of such denial.
The Bank shall write the


 


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notification
in a manner calculated to be understood by the claimant. The notification shall
set forth:


 


(a)           The specific reasons for the denial;


 


(b)           A reference to the specific provisions of
the Agreement on which the denial is based;


 


(c)           A description of any additional information
or material necessary for the claimant to perfect the claim and an explanation
of why it is needed;


 


(d)           An explanation of the Agreement’s review
procedures and the time limits applicable to such procedures; and


 


(e)           A statement of the claimant’s right to bring
a civil action under ERISA Section 502(a) following an adverse
benefit determination on review.


 


10.2         Review Procedure.
If the Bank denies part or all of the claim, the claimant shall have the
opportunity for a full and fair review by the Bank of the denial, as follows:


 


10.2.1     Initiation – Written Request. To initiate
the review, the claimant, within 60 days after receiving the Bank’s notice of
denial, must file with the Bank a written request for review.


 


10.2.2     Additional Submissions – Information Access.
The claimant shall then have the opportunity to submit written comments,
documents, records and other information relating to the claim. The Bank shall
also provide the claimant, upon request and free of charge, reasonable access
to, and copies of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the claimant’s claim for benefits.


 


10.2.3     Considerations on Review. In considering
the review, the Bank shall take into account all materials and information the
claimant submits relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination.


 


10.2.4     Timing of Bank’s Response. The Bank shall
respond in writing to such claimant within 60 days after receiving the request
for review. If the Bank determines that special circumstances require
additional time for processing the claim, the Bank can extend the response
period by an additional 60 days by notifying the claimant in writing, prior to
the end of the initial 60-day period, that an additional period is required.
The notice of extension must set forth the special circumstances and the date
by which the Bank expects to render its decision.


 


10.2.5     Notice of Decision. The Bank shall notify
the claimant in writing of its decision on review. The Bank shall write the
notification in a manner calculated to be understood by the claimant. The
notification shall set forth:


 


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(a)           The specific reasons for the denial;


 


(b)           A reference to the specific provisions of
the Agreement on which the denial is based;


 


(c)           A statement that the claimant is entitled to
receive, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claimant’s claim for benefits; and


 


(d)           A statement of the claimant’s right to bring
a civil action under ERISA Section 502(a).


 


Article 11


Amendments
And Termination


 


11.1         Non-Vested Insurance Benefit. Unless
the Executive has a Vested Insurance Benefit pursuant to Section 3.1, the
Bank may amend or terminate the Agreement at any time, or may amend
or terminate the Executive’s rights under the Agreement at any time prior to
the Executive’s death, by providing written notice of such to the Executive. In
the event that the Bank decides to maintain the Policy after termination of the
Agreement, the Bank shall be the direct beneficiary of the entire death
proceeds of the Policy.


 


11.2         Vested Insurance Benefit. If the
Executive has a Vested Insurance Benefit, the Bank may amend or terminate
the Agreement only if: (i) continuation of the Agreement would cause
significant financial harm to the Bank, (ii) the Executive agrees to such
action, or (iii) the Bank’s banking regulator(s) issues a written
directive to amend or terminate the Agreement.


 


Article 12


Administration


 


12.1         Plan Administrator Duties. This
Agreement shall be administered by a Plan Administrator which shall consist of
the Board, or such committee or persons as the Board may choose. The Plan
Administrator shall also have the discretion and authority to (i) make,
amend, interpret and enforce all appropriate rules and regulations for the
administration of this Agreement and (ii) decide or resolve any and all
questions including interpretations of this Agreement, as may arise in
connection with this Agreement.


 


12.2         Agents. In the administration of this
Agreement, the Plan Administrator may employ agents and delegate to them
such administrative duties as it sees fit, (including acting through a duly
appointed representative), and may from time to time consult with counsel
who may be counsel to the Bank.


 


12.3         Binding Effect of Decisions. The
decision or action of the Plan Administrator with respect to any question
arising out of or in connection with the administration, interpretation and
application of this Agreement and the rules and regulations


 


8

















 


promulgated
hereunder shall be final and conclusive and binding upon all persons having any
interest in this Agreement.


 


12.4         Indemnity of Plan Administrator. The
Bank shall indemnify and hold harmless the members of the Plan Administrator
against any and all claims, losses, damages, expenses or liabilities arising
from any action or failure to act with respect to this Agreement, except in the
case of willful misconduct by the Plan Administrator or any of its members.


 


12.5         Information. To enable the Plan
Administrator to perform its functions, the Bank shall supply full and
timely information to the Plan Administrator on all matters relating to the
Base Salary of the Executive, the date and circumstances of the retirement,
Disability, death or Separation from Service of the Executive, and such other
pertinent information as the Plan Administrator may reasonably require.


 


Article 13


Miscellaneous


 


13.1         Binding Effect. This Agreement shall
bind the Executive and the Bank, their beneficiaries, survivors, executors,
administrators and transferees and any Beneficiary.


 


13.2         No Guarantee of Employment. This
Agreement is not an employment policy or contract. It does not give the
Executive the right to remain an Executive of the Bank, nor does it interfere
with the Bank’s right to discharge the Executive. It also does not require the
Executive to remain an Executive nor interfere with the Executive’s right to
terminate employment at any time.


 


13.3         Applicable Law. The Agreement and all
rights hereunder shall be governed by and construed according to the laws of
the State of California, except to the extent preempted by the laws of the
United States of America.


 


13.4         Reorganization. The Bank shall not
merge or consolidate into or with another company, or reorganize, or sell
substantially all of its assets to another company, firm or person unless such
succeeding or continuing company, firm or person agrees to assume and discharge
the obligations of the Bank under this Agreement. Upon the occurrence of such
event, the term “Bank” as used in this Agreement shall be deemed to refer to
the successor or survivor company.


 


13.5         Notice. Any notice or filing required
or permitted to be given to the Bank under this Agreement shall be sufficient
if in writing and hand-delivered, or sent by registered or certified mail, to
the address below:


 


Monterey
County Bank


601 Munras
Avenue


Monterey, CA
93942


 


Such notice
shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark or the receipt for registration or
certification.


 


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Any notice or
filing required or permitted to be given to the Executive under this Agreement
shall be sufficient if in writing and hand-delivered, or sent by mail, to the
last known address of the Executive.


 


13.6         Entire Agreement.
This Agreement, along with the Executive’s Beneficiary Designation Form,
constitutes the entire agreement between the Bank and the Executive as to the
subject matter hereof. No rights are granted to the Executive under this
Agreement other than those specifically set forth herein.


 


 


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date indicated
above.


 


	
  EXECUTIVE:

  	
   

  	
  MONTEREY COUNTY BANK

  
	
   

  	
   

  	
   

  
	
  /s/ Charles T. Chrietzberg

  	
   

  	
  By

  	
  /s/ Bruce N.
  Warner

  
	
  Charles T. Chrietzberg

  	
   

  	
   

  	
   Bruce
  N. Warner

  
	
   

  	
   

  	
  Title

  	
   Executive Vice President

  
					



 


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MONTEREY COUNTY BANK


Supplemental Life Insurance Agreement


BENEFICIARY DESIGNATION FORM


 


o            New Designation


x           Change in Designation


 


I, CHARLES T.
CHRIETZBERG, designate the following as Beneficiary under the Agreement:


 


	
  Primary:
  

  	
   

  	
  100

  	
  %

  
	
  The Charles
  T. and Sandra G. Chrietzberg 1994 Revocable Living Trust dtd 8/30/94

  	
   

  	
   

  	
  %

  
	
  Charles T.
  Chrietzberg, Jr. and Sandra Gail Chrietzberg, CO-TTEES 

  	
   

  	
   

  	
  % 

  
	
  Contingent:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  



 


Notes:


 


•      Please PRINT CLEARLY or TYPE
the names of the beneficiaries.


•      To name a trust as
beneficiary, please provide the name of the trustee(s) and the exact
name and date of the trust agreement.


•      To name your estate as
beneficiary, please write “Estate of [your name]  ”.


•      Be aware that none of the
contingent beneficiaries will receive anything unless ALL of the primary
beneficiaries predecease you.


 


I understand
that I may change these beneficiary designations by delivering a new
written designation to the Plan Administrator, which shall be effective only
upon receipt and acknowledgment by the Plan Administrator prior to my death. I
further understand that the designations will be automatically revoked if the
beneficiary predeceases me, or, if I have named my spouse as beneficiary and
our marriage is subsequently dissolved.


 


	
  Name:

  	
  Charles T. Chrietzberg, Jr.

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Charles T. Chrietzberg, Jr.

  	
   

  	
  Date:

  	
  October

  	
   26,
  2006

  



 


SPOUSAL
CONSENT (Required if Spouse not named beneficiary):


 


I consent to the beneficiary designation
above, and acknowledge that if I am named beneficiary and our marriage is
subsequently dissolved, the designation will be automatically revoked.


 


	
  Spouse Name:

  	
  Sandra Gail Chrietzberg

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Sandra Gail Chrietzberg

  	
   

  	
  Date:

  	
  October

  	
   26,
  2006

  



 


Received by the Plan Administrator
this                     
day
of                  ,  2     


 


	
  By:

  	
   

  	
   

  
	
   

  
	
  Title: