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:
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1.
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Section 1.1, “Change in
Control”, shall be deleted in its entirety and replaced with
the following Section 1.1:
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“ 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.
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2.
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The following
provision regarding “Separation from Service”
distributions shall be added as a new subsection 1.12 under Article
1, as follows:
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“ 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).
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3.
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Section 2.1.2.1, “Lump Sum
Option”, shall be deleted in its entirety and intentionally
left blank.
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4.
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Section 2.1.2.2, “Payment of Lump
Sum”, shall be deleted in its entirety and intentionally left
blank.
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5.
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Section 2.1.2.3, “Calculation of Lump
Sum Payment”, shall be deleted in its entirety and
intentionally left blank.
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1
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6.
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Section 2.4.1, “Amount of
Benefit”, shall be amended to delete the words
“Termination of Employment” from t
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