Amendment to the Temecula Valley Bank Salary Continuation Agreement



 Exhibit 10.3 
 409A Amendment 
 to the 
 Temecula Valley Bank 
 Salary Continuation Agreement for 
 Luther J. Mohr 
 Temecula Valley Bank
(“Company”) and Luther J. Mohr (“Executive”) originally entered into the Temecula Valley Bank Salary Continuation Agreement (“Agreement”) on January 1, 2002, which was subsequently amended and restated as a Salary
Continuation Agreement on January 28, 2004. Pursuant to Article 7 of the Agreement, the Company and the Executive hereby adopt this 409A Amendment, effective January 1, 2005. 
 RECITALS 
 This Amendment is intended to bring the Agreement into compliance
with the requirements of Internal Revenue Code Section 409A. Accordingly, the intent of the parties hereto is that the Agreement shall be operated and interpreted consistent with the requirements of Section 409A. Therefore, the following
changes shall be made: 
  

	1.	Section 1.1, “Change in Control”, shall be deleted in its entirety and replaced with the following Section 1.1: 

 “Change in Control” shall mean a change in ownership or control of the Company as defined in Treasury Regulation §1.409A-3(i)(5) or
any subsequently applicable Treasury Regulation. Any and all references in the Agreement to “Change of Control” shall be replaced with “Change of Control” accordingly. 
  

	2.	The following provision regarding “Separation from Service” distributions shall be added as a new subsection 1.12 under Article 1, as follows: 

 “Separation from Service”. Notwithstanding anything to the contrary in this Agreement, to the extent that any benefit under this
Agreement is payable upon a “Termination of Employment,” “Termination of Service,” or other event involving the Executive’s cessation of services, such payment(s) shall not be made unless such event constitutes a
“Separation from Service” as defined in Treasury Regulations Section 1.409A-1(h). 
  

	3.	Section 2.1.2.1, “Lump Sum Option”, shall be deleted in its entirety and intentionally left blank. 

  

	4.	Section 2.1.2.2, “Payment of Lump Sum”, shall be deleted in its entirety and intentionally left blank. 

  

	5.	Section 2.1.2.3, “Calculation of Lump Sum Payment”, shall be deleted in its entirety and intentionally left blank. 

  

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	6.	Section 2.4.1, “Amount of Benefit”, shall be amended to delete the words “Termination of Employment” from the first sentence and to replace them with the
words “said Change in Control”. 

  

	7.	A new Section 2.5 shall be added as follows: 

 Restriction on Timing of Distribution. Notwithstanding any provision of this Agreement to the contrary, distributions under this Agreement may not commence earlier than six (6) months after the date of a Separation from Service
(as described under the “Separation from Service” provision herein) if, pursuant to Internal Revenue Code Section 409A, the participant hereto is considered a “specified employee” (under Internal Revenue Code
Section 416(i)) of the Bank if any stock of the Bank is publicly traded on an established securities market, or otherwise. In the event a distribution is delayed pursuant to this Section, the originally scheduled distribution shall be delayed
for six months, and shall commence instead on the first day of the seventh month following Separation from Service. If payments are scheduled to be made in installments, the first six (6) months of installment payments shall be delayed,
aggregated and paid instead on the first day of the seventh month, after which all installment payments shall be made on their regular schedule. If payment is scheduled to be made in a lump sum, the lump sum payment shall be delayed for six
(6) months and instead be made on the first day of the seventh month. 
  

	8.	A new Section 8.10 shall be added as follows: 

 Certain Accelerated Payments. The Bank may make any accelerated distribution permissible under Treasury Regulation 1.409A-3(j)(4) to the Executive of deferred amounts, provided that such distribution(s) meets the requirements of
Section 1.409A-3(j)(4). 
  

	9.	A new Section 8.11 shall be added as follows: 

 Subsequent Changes to Time and Form of Payment. The Bank may permit a subsequent change to the time and form of benefit distributions. Any such change shall be considered made only when it becomes irrevocable under the terms of the
Agreement. Any change will be considered irrevocable not later than thirty (30) days following acceptance of the change by the Plan Administrator, subject to the following rules: 
  

	 	(1)	the subsequent deferral election may not take effect until at least twelve (12) months after the date on which the election is made; 

  

	 	(2)	the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five
(5) years from the date such payment would otherwise have been paid; and 

  

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	 	(3)	in the case of a payment made at a specified time, the election must be made not less than twelve (12) months before the date the payment is scheduled to be paid.


 Therefore, the foregoing changes are agreed to. 
  

					
			
	/s/ DONALD A. PITCHER, EVP/CFO	 		 	/s/ LUTHER J. MOHR
	For the Company	 		 	Luther J. Mohr
			
	Date 12-30-2008	 		 	Date 12-30-08

  

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