-C- 1996 BANK COMPENSATION STRATEGIES GROUP
THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR
SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED
AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD
RESULT IN SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN
THE ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM
REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE
DEPARTMENT OF LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE
THESE MATERIALS IN DOCUMENTING SOLELY YOUR ARRANGEMENT.
DEFERRED FEE AGREEMENT
THIS AGREEMENT is made this 14th day of November, 1996 by and between CLOVEST
CORPORATION, a California corporation located in Clovis, California (the "Company"), and DANIEL N.
CUNNINGHAM (the "Director").
To encourage the Director to remain a member of the Company's Board of Directors, the Company is willing to
provide to the Director a deferred fee opportunity. The Company will pay the benefits from its general assets.
The Director and the Company agree as follows:
1.1 DEFINITIONS. Whenever used in this Agreement, the following words and phrases shall have the meanings
1.1.1 "CHANGE OF CONTROL" means the transfer of shares of the Company's voting common stock such
that one person acquires (or is deemed to acquire under Section 318 of the Code) 51% or more of the
Company's outstanding voting common stock followed within twelve (12) months by the termination of the
Director's status as a member of the Company's Board of Directors.
1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.
1.1.3 "DISABILITY" means the Director's inability to perform substantially all normal duties of a director, as
determined by the Company's Board of Directors in its sole discretion. As a condition to any benefits, the
Company may require the Director to submit to such physic