SECOND AMENDMENT
TO
EXECUTIVE SUPPLEMENTAL
COMPENSATION AGREEMENT
This Second Amendment to Executive Supplemental
Compensation Agreement is entered into as of January 23, 2009, by
and between Valley Business Bank, a California banking corporation
(formerly known as Bank of Visalia) (the “Bank”) and
Donald A. Gilles (“Executive”).
RECITALS
A. The
Bank and Executive are parties to that certain Executive
Supplemental Compensation Agreement dated as of March 1, 2002, as
amended by that certain Amendment dated as of December 31, 2008
(collectively, the “Original
Agreement”). Capitalized terms used in this Second
Amendment without definition shall have the meanings given such
terms in the Original Agreement.
B. Valley
Commerce Bancorp, the parent company of the Bank, anticipates that
it will participate in the United States Treasury
Department’s TARP Capital Purchase Program (the
“CPP”). For purposes of this Second
Amendment, the “CPP Covered Period” shall mean any
period during which (i) Executive is a senior executive officer and
(ii) the Treasury Department holds an equity or debt position
acquired from Valley Commerce Bancorp in the CPP.
C.&n
