AMENDED AND RESTATED SAN JOAQUIN BANCORP/MACLIN
EXECUTIVE SALARY CONTINUATION AGREEMENT
WHEREAS, San Joaquin Bancorp, formerly San Joaquin Bank, (the “Employer”) and Bart Hill (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
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 annually by the Employer in accordance with Treas. Reg. §1.409A -1(i). In