EXHIBIT
10.65


 


LIFE INSURANCE


ENDORSEMENT
METHOD SPLIT DOLLAR PLAN


AGREEMENT


	
  Insurer:

  	
   

  	
  Great West Life

  
	
   

  	
   

  	
   

  
	
  Policy Number:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bank:

  	
   

  	
  Central Valley Community Bank

  
	
   

  	
   

  	
   

  
	
  Insured:

  	
   

  	
  David Kinross

  
	
   

  	
   

  	
   

  
	
  Relationship of Insured to Bank:

  	
   

  	
  Chief Financial Officer of Administration

  



 


The respective rights and duties of the Bank and the
Insured in the above-referenced policy shall be pursuant to the terms set forth
below:


I.                                         DEFINITIONS


Refer to the policy contract for the definition of all
terms in this Agreement.


II.                                     POLICY TITLE AND OWNERSHIP


Title and ownership shall reside in the Bank for its
use and for the use of the Insured in accordance with this Agreement. The Bank
alone may, to the extent of its interest, exercise the right to borrow or
withdraw on the policy cash values. Where the Bank and the Insured (or
assignee, with the consent of the Insured) mutually agree to exercise the right
to increase the coverage under the subject Split Dollar policy, then, in such
event, the rights, duties and benefits of the parties to such increased
coverage shall continue to be subject to the terms of this Agreement.


III.                                 BENEFICIARY DESIGNATION RIGHTS


The Insured (or assignee) shall have the right and
power to designate a beneficiary or beneficiaries to receive the Insured’s
share of the proceeds payable upon the death of the Insured, and to elect and
change a payment option for such beneficiary, subject to any right or interest
the Bank may have in such proceeds, as provided in this Agreement.


IV.                                PREMIUM PAYMENT METHOD


The Bank intends to pay an amount equal to the planned
premiums and any other premium payments that might become necessary to keep the
policy in force.



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V.                                    TAXABLE BENEFIT


Annually the Insured will receive a taxable benefit equal
to the assumed cost of insurance as required by the Internal Revenue Service.
The Bank (or its administrator) will report to the Insured the amount of
imputed income each year on Form W-2 or its equivalent.


VI.                                DIVISION OF DEATH PROCEEDS


Subject to Paragraphs VII and IX herein, the division
of the death proceeds of the policy is as follows:


A.                                    Should
the Insured be employed by the Bank and die before the Executive attains age
sixty-two (62), the Insured’s beneficiary(ies), designated in accordance with
Paragraph III, shall be entitled to an amount equal to Five Hundred Ninety-Six
Thousand Dollars and No/00ths ($596,000.00), or one hundred percent (100%) of
the net at risk insurance portion of the proceeds, whichever amount is less.
The net at risk insurance portion is the total proceeds less the cash value of
the policy.


B.                                    Should
the Insured be employed by the Bank, or retired from the Bank, and die on or
subsequent to attaining the age of sixty-two (62), the Insured’s
beneficiary(ies), designated in accordance with Paragraph III, shall be
entitled to an amount equal to the amount as set forth in Exhibit A, attached
hereto and fully incorporated herein by reference, that corresponds to the age
of the Insured at the time of death, or one hundred percent (100%) of the net
at risk insurance portion of the proceeds, whichever amount is less. The net at
risk insurance portion is the total proceeds less the cash value of the policy.


C.                                    Should
the Insured not be employed by the Bank at the time of his or her death, and
have been involuntarily terminated from employment with the Bank, the Insured’s
beneficiary(ies), designated in accordance with Paragraph III, shall be
entitled to an amount equal to the amount as set forth in Exhibit B, attached
hereto and fully incorporated herein by reference, that corresponds to the age
of the Insured at the time when insured’s employment was involuntarily
terminated, or one hundred percent (100%) of the net at risk insurance portion
of the proceeds, whichever amount is less. The net at risk insurance portion is
the total proceeds less the cash value of the policy.


D.                                    The
Bank shall be entitled to the remainder of such proceeds.


E.                                      The
Bank and the Insured (or assignees) shall share in any interest due on the
death proceeds on a pro rata basis as the proceeds due each respectively bears
to the total proceeds, excluding any such interest.


VII.                            DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY


The Bank shall at all times be entitled to an amount
equal to the policy’s cash value, as that term is defined in the policy
contract, less any policy loans and unpaid interest or cash withdrawals
previously incurred by the Bank and any applicable surrender charges. Such cash
value shall be determined as of the date of surrender or death as the case may
be.



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VIII.                        RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY
ELECTION EXISTS


In the event the policy involves an endowment or
annuity element, the Bank’s right and interest in any endowment proceeds or
annuity benefits, on expiration of the deferment period, shall be determined
under the provisions of this Agreement by regarding such endowment proceeds or
the commuted value of such annuity benefits as the policy’s cash value. Such
endowment proceeds or annuity benefits shall be considered to be like death
proceeds for the purposes of division under this Agreement.


IX.                                TERMINATION OF AGREEMENT


This Agreement shall terminate upon the occurrence of
any one of the following:


1.                                       The
Insured shall leave the employment of the Bank involuntarily prior to one (1)
full year of employment with the Bank from the Effective Date of this
Agreement; or


2.                                       The
Insured shall leave the employment of the Bank voluntarily at any time; or


3.                                       The
Insured attains the age of seventy-seven (77); or


4.                                       The
Insured shall be discharged from employment with the Bank for cause. The term
for “cause” shall mean any of the following that result in an adverse effect on
the Bank: (i) gross negligence or gross neglect; (ii) the commission of a
felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty;
(iii) the willful violation of any law, rule, or regulation (other than a
traffic violation or similar offense); (iv) an intentional failure to perform
stated duties; or (v) a breach of fiduciary duty involving personal profit; or


5.                                       Surrender,
lapse, or other termination of the Policy by the Bank.


Upon such termination, the Insured (or assignee) shall
have a fifteen (15) day option to receive from the Bank an absolute assignment
of the policy in consideration of a cash payment to the Bank, whereupon this
Agreement shall terminate. Such cash payment referred to above shall be the
greater of:


(a)                          The Bank’s
share of the cash value of the policy on the date of such assignment, as
defined in this Agreement; or


(b)                         The amount
of the premiums which have been paid by the Bank prior to the date of such
assignment.


If within said fifteen (15) day period, the Insured
fails to exercise said option, fails to procure the entire aforestated cash
payment, or dies, then the option shall terminate, and 



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the Insured (or assignee) agrees that all of the
Insured’s rights, interest and claims in the policy shall terminate as of the
date of the termination of this Agreement.


The Insured expressly agrees that this Agreement shall
constitute sufficient written notice to the Insured of the Insured’s option to
receive an absolute assignment of the policy as set forth herein.


Except as provided above, this Agreement shall
terminate upon distribution of the death benefit proceeds in accordance with
Paragraph VI above.


X.                                    INSURED’S OR ASSIGNEE’S ASSIGNMENT RIGHTS


The Insured may not, without the written consent of
the Bank, assign to any individual, trust or other organization, any right,
title or interest in the subject policy nor any rights, options, privileges or
duties created under this Agreement.


XI.                                AGREEMENT BINDING UPON THE PARTIES


This Agreement shall bind the Insured and the Bank,
their heirs, successors, personal representatives and assigns.


XII.                            ERISA PROVISIONS


The following provisions are part of this Agreement
and are intended to meet the requirements of the Employee Retirement Income
Security Act of 1974 (“ERISA”):


A.                                    Named
Fiduciary and Plan Administrator.


The “Named Fiduciary and Plan Administrator” of this
Endorsement Method Split Dollar Agreement shall be Central Valley Community
Bank until resignation or removal by the Board of Directors. As Named Fiduciary
and Plan Administrator, the Bank shall be responsible for the management,
control, and administration of this Split Dollar Plan as established herein.
The Named Fiduciary may delegate to others certain aspects of the management
and operation responsibilities of the Plan, including the employment of
advisors and the delegation of any ministerial duties to qualified individuals.


B.                                    Funding
Policy.


The funding policy for this Split Dollar Plan shall be
to maintain the subject policy in force by paying, when due, all premiums
required.


C.                                    Basis
of Payment of Benefits.


Direct payment by the Insurer is the basis of payment
of benefits under this Agreement, with those benefits in turn being based on
the payment of premiums as provided in this Agreement.



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D.                                    Claim
Procedures.


Claim forms or claim information as to the subject
policy can be obtained by contacting Gloria Williams at 800-537-2033 x 3568.
When the Named Fiduciary has a claim which may be covered under the provisions
described in the insurance policy, he or she should contact the office named
above, and they will either complete a claim form and forward it to an
authorized representative of the Insurer or advise the named Fiduciary what
further requirements are necessary. The Insurer will evaluate and make a
decision as to payment. If the claim is payable, a benefit check will be issued
in accordance with the terms of this Agreement.


In the event that a claim is not eligible under the
policy, the Insurer will notify the Named Fiduciary of the denial pursuant to
the requirements under the terms of the policy. If the Named Fiduciary is
dissatisfied with the denial of the claim and wishes to contest such claim
denial, he or she should contact the office named above and they will assist in
making inquiry to the Insurer. All objections to the Insurer’s actions should
be in writing and submitted to the office named above for transmittal to the
Insurer.


XIII.                        GENDER


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


XIV.                       INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT


The Insurer shall not be deemed a party to this
Agreement, but will respect the rights of the parties as herein developed upon
receiving an executed copy of this Agreement. Payment or other performance in
accordance with the policy provisions shall fully discharge the Insurer for any
and all liability.


XV.                           CHANGE OF CONTROL


Change of Control shall be deemed to be the cumulative
transfer of more than fifty percent (50%) of the voting stock of the Bank from
the date of this Agreement. For the purposes of this Agreement, transfers on
account of deaths or gifts, 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 of Control. Upon a Change of
Control, if the Insured’s employment is subsequently terminated, except for
cause, then the Insured shall be one hundred percent (100%) vested in the
benefits promised in this Agreement and, therefore, upon the death of the
Insured, the Insured’s beneficiary(ies) (designated in accordance with
Paragraph III) shall receive the death benefit provided herein as if the
Insured had died while employed by the Bank [See Subparagraphs VI (A) & (B)].


XVI.                       AMENDMENT OR REVOCATION


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



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XVII.                   EFFECTIVE DATE


The Effective Date of this Agreement shall be July 1,
2006.


XVIII.               SEVERABILITY AND INTERPRETATION


If a provision of this Agreement is held to be invalid
or unenforceable, the remaining provisions shall nonetheless be enforceable
according to their terms. Further, in the event that any provision is held to
be over broad as written, such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable according
to law and enforced as amended.


XIX.                       APPLICABLE LAW


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


XX.                           COMPETITION AFTER TERMINATION OF EMPLOYMENT


The Bank shall not pay any benefit under this
Agreement if the Insured, 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 Insured’s
employment or his retirement. This section shall not apply following a Change
of Control.


Executed at Clovis, California on                             
..




	
  BANK:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
  CENTRAL VALLEY
  COMMUNITY BANK

  	
   

  	
  DAVID KINROSS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/Daniel Doyle

  	
   

  	
  /s/David Kinross

  
	
  Name: Daniel
  Doyle

  	
   

  	
  David Kinross

  
	
  Title: President
  and Chief Executive Officer

  	
   

  	
   

  






 



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BENEFICIARY
DESIGNATION FORM


FOR LIFE
INSURANCE ENDORSEMENT METHOD


SPLIT DOLLAR
PLAN AGREEMENT


PRIMARY DESIGNATION:




	
  Name

  	
   

  	
  Address

  	
   

  	
  Relationship

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


SECONDARY (CONTINGENT)
DESIGNATION:




	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


All sums payable under the Life Insurance Endorsement
Method Split Dollar Plan Agreement by reason of my death shall be paid to the
Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary
shall survive me, then to the Secondary (Contingent) Beneficiary.


 


	
   

  	
   

  	
   

  	
   

  
	
  David Kinross

  	
   

  	
  Date

  	
   

  



 



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EXHIBIT A


 




	
  Age of Insured at the

  Time of Death

  	
   

  	
  Amount of Death Benefit, or 100%

  of the net-at-risk, whichever amount is less

  	
   

  
	
  62

  	
   

  	
  $

  	
  595,438.00

  	
   

  
	
  63

  	
   

  	
  $

  	
  580,508.00

  	
   

  
	
  64

  	
   

  	
  $

  	
  563,108.00

  	
   

  
	
  65

  	
   

  	
  $

  	
  543,038.00

  	
   

  
	
  66

  	
   

  	
  $

  	
  520,087.00

  	
   

  
	
  67

  	
   

  	
  $

  	
  494,026.00

  	
   

  
	
  68

  	
   

  	
  $

  	
  464,615.00

  	
   

  
	
  69

  	
   

  	
  $

  	
  431,592.00

  	
   

  
	
  70

  	
   

  	
  $

  	
  394,682.00

  	
   

  
	
  71

  	
   

  	
  $

  	
  353,590.00

  	
   

  
	
  72

  	
   

  	
  $

  	
  308,000.00

  	
   

  
	
  73

  	
   

  	
  $

  	
  257,576.00

  	
   

  
	
  74

  	
   

  	
  $

  	
  201,961.00

  	
   

  
	
  75

  	
   

  	
  $

  	
  140,769.00

  	
   

  
	
  76

  	
   

  	
  $

  	
  73,594.00

  	
   

  
	
  77 or older

  	
   

  	
  $

  	
  0.00 and this Agreement
  

  automatically terminates

  	
   

  






 



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EXHIBIT B


 




	
  Age of Insured at the

  Time of Involuntary Termination

  	
   

  	
  Amount of Death Benefit, or 100%

  of the net-at-risk, whichever amount is less

  	
   

  
	
  42

  	
   

  	
  $

  	
  7,503

  	
   

  
	
  43

  	
   

  	
  $

  	
  23,200

  	
   

  
	
  44

  	
   

  	
  $

  	
  39,865

  	
   

  
	
  45

  	
   

  	
  $

  	
  57,557

  	
   

  
	
  46

  	
   

  	
  $

  	
  76,341

  	
   

  
	
  47

  	
   

  	
  $

  	
  96,284

  	
   

  
	
  48

  	
   

  	
  $

  	
  117,456

  	
   

  
	
  49

  	
   

  	
  $

  	
  139,934

  	
   

  
	
  50

  	
   

  	
  $

  	
  163,799

  	
   

  
	
  51

  	
   

  	
  $

  	
  189,136

  	
   

  
	
  52

  	
   

  	
  $

  	
  216,035

  	
   

  
	
  53

  	
   

  	
  $

  	
  244,594

  	
   

  
	
  54

  	
   

  	
  $

  	
  274,914

  	
   

  
	
  55

  	
   

  	
  $

  	
  307,104

  	
   

  
	
  56

  	
   

  	
  $

  	
  341,279

  	
   

  
	
  57

  	
   

  	
  $

  	
  377,562

  	
   

  
	
  58

  	
   

  	
  $

  	
  416,083

  	
   

  
	
  59

  	
   

  	
  $

  	
  456,980

  	
   

  
	
  60

  	
   

  	
  $

  	
  500,400

  	
   

  
	
  61

  	
   

  	
  $

  	
  546,497

  	
   

  






 



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