TO THE
AMENDED AND RESTATED SAN JOAQUIN
BANCORP/MACLIN
EXECUTIVE SALARY
CONTINUATION AGREEMENT
WHEREAS, San Joaquin Bancorp, formerly San Joaquin Bank, (the
“Employer”) and Bruce Maclin (the "Executive") entered
into an Amended and Restated Executive Salary Continuation
Agreement on October 3, 1996, amended and restated on June 18, 2004
(the "Agreement");
WHEREAS, the Agreement provides (in Section 10.10) that the
Agreement may be amended in a writing signed by each party to the
Agreement; and
WHEREAS, the parties desire to amend the Agreement to make
changes necessary to comply with Code Section 409A.
NOW, THEREFORE, the Agreement is hereby amended effective as of
January 1, 2008 as follows:
1. Section 1.6 ( Disability/Disabled
) is amended by
deleting subsection 1.6(a) and adding the following provision to
the end of subsection 1.6(b):
provided that the definition of “disability” applied
under the LTD Plan complies with the requirements of Code Section
409A and the related Treasury Regulations.
2. Section 1.14 ( Sale of Business ) is amended by replacing
"twenty-four months" with "twelve months" in subsection 1.14((iv)
.
3. Section 1 ( Terms and Definitions
) is amended by
adding a new Section 1.16 to read as follows:
1.16 Separation from Service . The term “Separation
from Service” shall mean a termination of services provided
by the Executive to his Employer, whether voluntarily or
involuntarily, other than by reason of death, Disability, or upon a
Sale of Business as determined by the Employer in accordance with
Treasury Regulation §1.409A -1(h).
4. Section 1 ( Terms and Definitions
) is amended by
adding a new Section 1.17 to read as follows:
1.17 Specified Employee . The term “Specified
Employee” shall mean any Executive who is determined to be a
“key employee” (as defined under Code Section 416(i)
without regard to paragraph (5) thereof) for the applicable period,
as determined annua
