Exhibit 10.27
409A Amendment
to the
Temecula Valley
Bank
Executive Supplemental
Compensation Agreement for
Frank Basirico,
Jr.
Temecula Valley Bank
(“Bank”) and Frank Basirico, Jr.
(“Executive”) originally entered into the Temecula
Valley Bank Executive Supplemental Compensation Agreement
(“Agreement”) on December 29, 2006. Pursuant to
Section 8.1 of the Agreement, the Company and the Executive
hereby adopt this 409A Amendment, effective September 1,
2006.
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 1.2, “Change in
Control”, shall be deleted in its entirety and replaced with
the following Section 1.3:
|
“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.
|
2.
|
Section 1.11, “Separation from
Service”, shall be deleted in its entirety and replaced with
the following Section 1.11:
|
“Separation from
Service” shall mean the Executive has experienced a
termination of employment with the Bank. For purposes of this
Agreement, whether a termination of employment or service has
occurred is determined based on whether the facts and circumstances
indicate that the Bank and Executive reasonably anticipated that no
further services would be performed after a certain date or that
the level of bona fide services the Executive would perform after
such date (whether as an Executive or as an independent contractor)
would permanently decrease to no more than twenty percent
(20%) of the average level of bona fide services performed
(whether as an Executive or an independent contractor) over the
immediately preceding thirty-six (36) month period
(
