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Exhibit 10.3
THIRD AMENDMENT TO THE
STEPHEN H. WACKNITZ
EMPLOYMENT AGREEMENT
This Third Amendment ("Third Amendment") to that certain
Employment
Agreement dated October 1, 2003, with an effective date of January
1, 2003, as
amended by that certain First Amendment dated June 23, 2005 and
that certain
Second Amendment dated February 2, 2006 (collectively, "Original
Agreement") is
entered into as of December 26, 2006 by and between Stephen H.
Wacknitz, an
individual ("Executive") and Temecula Valley Bank ("Bank").
R E C I T A L
-------------
At the request of Executive, and pursuant to the recommendation
of
the Executive Officer Compensation Committee, with such
recommendations adopted
by the Bank's Board of Directors on December 20, 2006, Bank and
Executive wish
to amend the Original Agreement as provided in this Third
Amendment.
A G R E E M E N T
-----------------
NOW, THEREFORE, in consideration of the foregoing and the
mutual
covenants and agreements contained herein, the parties hereby agree
and consent
to the amendment of the Original Agreement, effective on the date
hereof, as
follows:
1. The first paragraph
of Section D.4. to the Original Agreement
is amended in its entirety to read as follows:
"4. Bonus. For every
fiscal year end within the Term
beginning with year end 2006, Executive shall be entitled to an
Incentive Bonus determined in accordance with this Section
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