EXECUTIVE SALARY CONTINUATION AGREEMENT
This Agreement is made and entered into this 7th day of March, 2001, by and between Heritage Oaks Bank, a bank
chartered under the laws of the State of California (“the Employer”), and Mr. Lawrence P Ward, an individual residing in the
State of California (hereinafter referred to as the “Executive”).
WHEREAS, the Executive is an employee of the Employer and is serving as its President and Chief Executive
WHEREAS, the Executive’s experience and knowledge of the affairs of the Employer and the banking industry
are extensive and valuable;
WHEREAS, it is deemed to be in the best interest of the Employer to provide the Executive with certain salary
continuation benefits, on the terms and conditions set forth herein, in order to reasonably induce the Executive to remain in the
WHEREAS, the Executive and the Employer wish to specify in writing the terms and conditions upon which this
additional compensatory incentive will be provided to the Executive, or to the Executive’s spouse or the Executive’s designated
beneficiaries, as the case may be;
NOW, THEREFORE, in consideration of the services to be performed in the future, as well as the mutual
promises and covenants contained herein, the Executive and the Employer agree as follows:
1. Terms and Definitions.
1.1 Administrator. The Employer shall be the “Administrator” and, solely for the purposes of ERISA, the
“Fiduciary” of this Agreement where a fiduciary is required by ERISA.
1.2. Annual Benefit. The term “Annual Benefit” shall mean the amount determined by first multiplying the
sum of One Hundred Fifty Three Thousand One Hundred Sixty Six ($153,166) by the Applicable Percentage
(defined below), and by th