Common use of Termination at Option of Employer Clause in Contracts

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause by giving Employee sixty (60) days written notice of Employer's intent to terminate this Agreement. The 60th day after notice shall be deemed to be the Employee's Separation Date. In the event Employee's employment is terminated pursuant to this section, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement or which are provided to Employer prior to the separation date in accordance with Employer's policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated pursuant to this section of the Agreement, he/she will be entitled to receipt of additional severance payments as set forth herein. 1. Employee shall be entitled to a sum equivalent to twelve times the highest monthly base salary which the Employee has earned during his/her employment with the Employer, less any withholding required by law (hereinafter referred to as "severance payment.") At the time of termination, the Employee may elect to receive disbursement of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination. 2. In addition to any severance payments due and owing under this section, Employer shall provide Employee with a performance bonus in an amount equal to the average of the previous two years annual discretionary incentive bonus, prorated for the number of months between the termination date and the end of the Employer's last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination. 3. In addition, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs in which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated pursuant to this section, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's ’s policies and this Agreement or which are provided to Employer prior to the separation date Separation Date in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated pursuant to this section section, and subject to Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date, he/she Employee will be entitled to receipt of additional severance payments as set forth herein.: 1. Employee shall be entitled to a sum equivalent to twelve Twelve (12) times the highest monthly base salary which the Employee has earned during his/her Employee’s employment with the Employer, less any withholding required by law Employer (hereinafter referred to as "severance payment."the “Section 7.01 Severance Payment”) At the time of termination, the Employee may elect to receive disbursement of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received The Section 7.01 Severance Payment shall be paid in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the Payment of such amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence be made on the 15th day of the first calendar month following Employee's termination and shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination’s Separation Date. 2. In addition to any severance payments due and owing under this sectionaddition, Employer shall provide pay to Employee with a performance bonus in an amount equal to the average of the previous two years Employee’s annual discretionary incentive bonusbonus for the previous two years, prorated for the number of months between the termination date Separation Date and the end of the Employer's ’s last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the The performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received shall be paid in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the Payment of such amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence be made on the 15th day of the first calendar month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination’s Separation Date. 3. In addition, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs in which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause “Cause” (as defined below) by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice Notice of Termination shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated by Employer pursuant to this sectionSection, Employee shall be paid all accrued salary, vacation accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement , or which are provided to Employer prior to the separation date Separation Date, in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated by Employer pursuant to this section Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date; (B) Employee’s continued loyalty to Employer, he/she which includes, but is not limited to, Employee or any outside third party refraining from any announcements to anyone inside or outside Employer that the Employee is leaving Employer; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit B, which release becomes irrevocable within 60 days following the Separation Date or such earlier deadline provided by Employer, then Employee will be entitled to receipt of additional severance payments as set forth herein.the following Severance Package: 1. Employee shall be entitled to a sum A Severance Payment equivalent to twelve one (1) times the Employee’s highest monthly base salary Annual Compensation for services (“Annual Compensation,” defined as Total Compensation as reported in Employer’s previous years’ proxy statements) which the Employee has earned during his/her Employee’s employment with Employer. The Severance Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 12 months following the EmployerSeparation Date, less provided that any withholding required by law (hereinafter referred to as "severance payment.") At payments delayed pending the time of termination, the Employee may elect to receive disbursement effectiveness of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election release shall be accumulated and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment paid in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th next pay day following the effectiveness of the first month following Employee's terminationrelease, with any remaining payments due paid in accordance with the schedule otherwise provided herein. Such payments will cease, however, if Employee fails to comply with the provisions of Part IX of this Agreement. 2. In addition to any severance payments due and owing A document acknowledging all responsibilities under this section, Employer shall provide Employee with a performance bonus in an amount equal to the average Farmers & Merchants Bank of the previous two years annual discretionary incentive bonus, prorated for the number of months between the termination date Central California Split Dollar Agreement and the end related Farmers & Merchants Bank of the Employer's last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's terminationCentral California Executive Bonus Agreement. 3. In addition, the Employee will also be entitled to payment Payment of all vested awards of qualified and nonqualified benefit plans and incentive and retention programs in which Employee is vested in accordance with the terms of those plansplans and programs, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause “Cause” (as defined below) by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice Notice of Termination shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated by Employer pursuant to this sectionSection, Employee shall be paid all accrued salary, vacation accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement , or which are provided to Employer prior to the separation date Separation Date, in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated by Employer pursuant to this section Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date; (B) Employee’s continued loyalty to Employer, he/she which includes, but is not limited to, Employee or any outside third party refraining from any announcements to anyone inside or outside Employer that the Employee is leaving Employer; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit A, which release becomes irrevocable within 60 days following the Separation Date or such earlier deadline provided by Employer, then Employee will be entitled to receipt of additional severance payments as set forth herein.the following Severance Package: 1. Employee shall be entitled to a sum A Severance Payment equivalent to twelve one (1) times the Employee’s highest monthly base salary Annual Compensation for services (“Annual Compensation,” defined as Total Compensation as reported in Employer’s previous years’ proxy statements) which the Employee has earned during his/her Employee’s employment with Employer. The Severance Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 12 months following the EmployerSeparation Date, less provided that any withholding required by law (hereinafter referred to as "severance payment.") At payments delayed pending the time of termination, the Employee may elect to receive disbursement effectiveness of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election release shall be accumulated and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment paid in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th next pay day following the effectiveness of the first month following Employee's terminationrelease, with any remaining payments due paid in accordance with the schedule otherwise provided herein. Such payments will cease, however, if Employee fails to comply with the provisions of Part IX of this Agreement. 2. In addition to any severance payments due and owing A document acknowledging all responsibilities under this section, Employer shall provide Employee with a performance bonus in an amount equal to the average Farmers & Merchants Bank of the previous two years annual discretionary incentive bonus, prorated for the number of months between the termination date Central California Split Dollar Agreement and the end related Farmers & Merchants Bank of the Employer's last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's terminationCentral California Executive Bonus Agreement. 3. In addition, the Employee will also be entitled to payment Payment of all vested awards of qualified and nonqualified benefit plans and incentive and retention programs in which Employee is vested in accordance with the terms of those plansplans and programs, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated pursuant to this section, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's ’s policies and this Agreement or which are provided to Employer prior to the separation date Separation Date in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated pursuant to this section section, and subject to Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date, he/she Employee will be entitled to receipt of additional severance payments as set forth herein.: 1. Employee shall be entitled to a sum equivalent to twelve Twenty Four (24) times the highest monthly base salary which the Employee has earned during his/her Employee’s employment with the Employer, less any withholding required by law Employer (hereinafter referred to as "severance payment."the “Section 7.01 Severance Payment”) At the time of termination, the Employee may elect to receive disbursement of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received The Section 7.01 Severance Payment shall be paid in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the Payment of such amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence be made on the 15th day of the first calendar month following Employee's termination and shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination’s Separation Date. 2. In addition to any severance payments due and owing under this sectionaddition, Employer shall provide pay to Employee with a performance bonus in an amount equal to the average of the previous two years Employee’s annual discretionary incentive bonusbonus for the previous two years, prorated for the number of months between the termination date Separation Date and the end of the Employer's ’s last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the The performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received shall be paid in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the Payment of such amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence be made on the 15th day of the first calendar month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination’s Separation Date. 3. In addition, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs in which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated pursuant to this section, Employee shall be paid all accrued salary, salary and vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement or which are provided to Employer prior to the separation date in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated pursuant to this section section, and subject to Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date, he/she Employee will be entitled to receipt of additional severance payments as set forth herein.: 1. Employee shall be entitled to a sum equivalent to twelve Twenty Four (24) times the highest monthly base salary which the Employee has earned during his/her Employee’s employment with the Employer, less any withholding required by law Employer (hereinafter referred to as "severance payment."the “Section 7.01 Severance Payment”) At the time of termination, the Employee may elect to receive disbursement of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received The Section 7.01 Severance Payment shall be paid in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the Payment of such amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence be made on the 15th day of the first calendar month following Employee's termination and shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination’s Separation Date. 2. In addition to any severance payments due and owing under this sectionaddition, Employer shall provide pay to Employee with a performance bonus in an amount equal to the average of the previous two years Employee’s annual discretionary incentive bonusbonus for the previous two years, prorated for the number of months between the termination date Separation Date and the end of the Employer's ’s last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the The performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received shall be paid in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the Payment of such amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence be made on the 15th day of the first calendar month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination’s Separation Date. 3. In addition, the Employee will also be entitled to payment of all vested awards of benefit plans, retirement plans and incentive programs in which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan or non-qualified supplemental retirement programs shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause by giving Employee sixty (60) days written notice of Employer's intent to terminate this Agreement. The 60th day after notice shall be deemed to be the Employee's Separation Date. In the event Employee's employment is terminated pursuant to this section, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement or which are provided to Employer prior to the separation date in accordance with Employer's policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated pursuant to this section of the Agreement, he/she he will be entitled to receipt of additional severance payments as set forth herein. 1. Employee shall be entitled to a sum equivalent to twelve Twenty Four times the highest monthly base salary which the Employee has earned during his/her his employment with the Employer, less any withholding required by law (hereinafter referred to as "severance payment.") At the time of termination, the Employee may elect to receive disbursement of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve Twenty Four (1224) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve Twenty Four (1224) monthly payments, each in the amount equal to one twelfth One Twelfth (1/121/24) of Employee's highest annual base salary the Employee has earned during his/her his employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven twenty three consecutive months thereafter; b. Employee may receive the severance payment in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination. 2. In addition to any severance payments due and owing under this section, Employer shall provide Employee with a performance bonus in an amount equal to the average of the previous two years annual discretionary incentive bonus, prorated for the number of months between the termination date and the end of the Employer's last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination. 3. In addition, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs in which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause “Cause” (as defined below) by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice Notice of Termination shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated by Employer pursuant to this sectionSection, Employee shall be paid all accrued salary, vacation accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement , or which are provided to Employer prior to the separation date Separation Date, in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated by Employer pursuant to this section Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date; (B) Employee’s continued loyalty to Employer, he/she which includes, but is not limited to, Employee or any outside third party refraining from any announcements to anyone inside or outside Employer that the Employee is leaving Employer; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit A, which release becomes irrevocable within 60 days following the Separation Date or such earlier deadline provided by Employer, then Employee will be entitled to receipt of additional severance payments as set forth herein.the following Severance Package: 1. Employee shall be entitled to a sum A Severance Payment equivalent to twelve two (2) times the Employee’s highest monthly base salary Annual Compensation for services (“Annual Compensation,” defined as Total Compensation as reported in Employer’s previous years’ proxy statements) which the Employee has earned during his/her Employee’s employment with the Employer, less any withholding required by law (hereinafter referred to as "severance payment.") At the time of termination, the Employee may elect to receive disbursement of the severance payment . The Severance Payment shall be paid out in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon a lump sum no later than thirty (30) days written notification to Employerfollowing the Separation Date, elect to receive provided that any payment delayed pending the balance effectiveness of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and release shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment be paid in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th next pay day following the effectiveness of the first month following Employee's terminationrelease. 2. In addition to any severance payments due and owing A document acknowledging all responsibilities under this section, Employer shall provide Employee with a performance bonus in an amount equal to the average Farmers & Merchants Bank of the previous two years annual discretionary incentive bonus, prorated for the number of months between the termination date Central California Split Dollar Agreement and the end related Farmers & Merchants Bank of the Employer's last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's terminationCentral California Executive Bonus Agreement. 3. In addition, the Employee will also be entitled to payment Payment of all vested awards of qualified and nonqualified benefit plans and incentive and retention programs in which Employee is vested in accordance with the terms of those plansplans and programs, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause “Cause” (as defined below) by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice Notice of Termination shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated by Employer pursuant to this sectionSection, Employee shall be paid all accrued salary, vacation accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement , or which are provided to Employer prior to the separation date Separation Date, in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated by Employer pursuant to this section Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date; (B) Employee’s continued loyalty to Employer, he/she which includes, but is not limited to, Employee or any outside third party refraining from any announcements to anyone inside or outside Employer that the Employee is leaving Employer; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit B, which release becomes irrevocable within 60 days following the Separation Date or such earlier deadline provided by Employer, then Employee will be entitled to receipt of additional severance payments as set forth herein.the following Severance Package: 1. Employee shall be entitled to a sum A Severance Payment equivalent to twelve twenty-four (24) times the highest monthly base salary which the Employee has earned during his/her Employee’s employment with Employer. The Severance Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 24 months following the EmployerSeparation Date, less provided that any withholding required by law (hereinafter referred to as "severance payment.") At payments delayed pending the time of termination, the Employee may elect to receive disbursement effectiveness of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election release shall be accumulated and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment paid in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th next pay day following the effectiveness of the first month following Employee's terminationrelease, with any remaining payments due paid in accordance with the schedule otherwise provided herein. Such payments will cease, however, if Employee fails to comply with the provisions of Part VIII of this Agreement. 2. In addition to any severance payments due and owing under this section, Employer shall provide Employee with a performance bonus A Severance Bonus in an amount equal to the average of the previous two years Employee’s annual discretionary incentive bonusbonus for the previous two years, prorated for the number of months between the termination date Separation Date and the end of the Employer's ’s last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and The Severance Bonus shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus be paid in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination’s Separation Date. 3. In addition, the Employee will also be entitled to payment Payment of all vested awards of benefit plans and incentive and retention programs in which Employee is vested in accordance with the terms of those plansplans and programs, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause “Cause” (as defined below) by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice Notice of Termination shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated by Employer pursuant to this sectionSection, Employee shall be paid all accrued salary, vacation accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement , or which are provided to Employer prior to the separation date Separation Date, in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated by Employer pursuant to this section Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date; (B) Employee’s continued loyalty to Employer, he/she which includes, but is not limited to, Employee or any outside third party refraining from any announcements to anyone inside or outside Employer that the Employee is leaving Employer; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit A, which release becomes irrevocable within 60 days following the Separation Date or such earlier deadline provided by Employer, then Employee will be entitled to receipt of additional severance payments as set forth herein.the following Severance Package: 1. Employee shall be entitled to a sum A Severance Payment equivalent to twelve one (1) times the Employee’s highest monthly base salary Annual Compensation for services (“Annual Compensation,” defined as Total Compensation as reported in Employer’s previous years’ proxy statements) which the Employee has earned during his/her Employee’s employment with Employer. The Severance Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 12 months following the EmployerSeparation Date, less provided that any withholding required by law (hereinafter referred to as "severance payment.") At payments delayed pending the time of termination, the Employee may elect to receive disbursement effectiveness of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election release shall be accumulated and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment paid in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th next pay day following the effectiveness of the first month following Employee's terminationrelease, with any remaining payments due paid in accordance with the schedule otherwise provided herein. Such payments will cease, however, if Employee fails to comply with the provisions of Part IX of this Agreement. 2. In addition to any severance payments due and owing under this section, Employer shall provide Employee with a performance bonus in an amount equal to the average of the previous two years annual discretionary incentive bonus, prorated for the number of months between the termination date and the end of the Employer's last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination. 3. In addition, the Employee will also be entitled to payment Payment of all vested awards of qualified and nonqualified benefit plans and incentive and retention programs in which Employee is vested in accordance with the terms of those plansplans and programs, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause “Cause” (as defined below) by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice Notice of Termination shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated by Employer pursuant to this sectionSection, Employee shall be paid all accrued salary, vacation accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement , or which are provided to Employer prior to the separation date Separation Date, in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated by Employer pursuant to this section Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date; (B) Employee’s continued loyalty to Employer, he/she which includes, but is not limited to, Employee or any outside third party refraining from any announcements to anyone inside or outside Employer that the Employee is leaving Employer; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit B, which release becomes irrevocable within 60 days following the Separation Date or such earlier deadline provided by Employer, then Employee will be entitled to receipt of additional severance payments as set forth herein.the following Severance Package: 1. Employee shall be entitled to a sum A Severance Payment equivalent to twelve one (1) times the Employee’s highest monthly base salary Annual Compensation for services (“Annual Compensation,” defined as Total Compensation as reported in Employer’s previous years’ proxy statements) which the Employee has earned during his/her Employee’s employment with Employer. The Severance Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 12 months following the EmployerSeparation Date, less provided that any withholding required by law (hereinafter referred to as "severance payment.") At payments delayed pending the time of termination, the Employee may elect to receive disbursement effectiveness of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election release shall be accumulated and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment paid in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th next pay day following the effectiveness of the first month following Employee's terminationrelease, with any remaining payments due paid in accordance with the schedule otherwise provided herein. Such payments will cease, however, if Employee fails to comply with the provisions of Part IX of this Agreement. 2. In addition to any severance payments due and owing under this section, Employer shall provide Employee with a performance bonus in an amount equal to the average of the previous two years annual discretionary incentive bonus, prorated for the number of months between the termination date and the end of the Employer's last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination. 3. In addition, the Employee will also be entitled to payment Payment of all vested awards of qualified and nonqualified benefit plans and incentive and retention programs in which Employee is vested in accordance with the terms of those plansplans and programs, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause “Cause” (as defined below) by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice Notice of Termination shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated by Employer pursuant to this sectionSection, Employee shall be paid all accrued salary, vacation accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement , or which are provided to Employer prior to the separation date Separation Date, in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated by Employer pursuant to this section Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date; (B) Employee’s continued loyalty to Employer, he/she which includes, but is not limited to, Employee or any outside third party refraining from any announcements to anyone inside or outside Employer that the Employee is leaving Employer; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit B, which release becomes irrevocable within 60 days following the Separation Date or such earlier deadline provided by Employer, then Employee will be entitled to receipt of additional severance payments as set forth herein.the following Severance Package: 1. Employee shall be entitled to a sum A Severance Payment equivalent to twelve two (2) times the Employee’s highest monthly base salary Annual Compensation for services (“Annual Compensation,” defined as Total Compensation as reported in Employer’s previous years’ proxy statements) which the Employee has earned during his/her Employee’s employment with the Employer, less any withholding required by law (hereinafter referred to as "severance payment.") At the time of termination, the Employee may elect to receive disbursement of the severance payment . The Severance Payment shall be paid out in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon a lump sum no later than thirty (30) days written notification to Employerfollowing the Separation Date, elect to receive provided that any payment delayed pending the balance effectiveness of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and release shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment be paid in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th next pay day following the effectiveness of the first month following Employee's terminationrelease. 2. In addition to any severance payments due and owing A document acknowledging all responsibilities under this section, Employer shall provide Employee with a performance bonus in an amount equal to the average Farmers & Merchants Bank of the previous two years annual discretionary incentive bonus, prorated for the number of months between the termination date Central California Split Dollar Agreement and the end related Farmers & Merchants Bank of the Employer's last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's terminationCentral California Executive Bonus Agreement. 3. In addition, the Employee will also be entitled to payment Payment of all vested awards of qualified and nonqualified benefit plans and incentive and retention programs in which Employee is vested in accordance with the terms of those plansplans and programs, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause “Cause” (as defined below) by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice Notice of Termination shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated by Employer pursuant to this sectionSection, Employee shall be paid all accrued salary, vacation accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement , or which are provided to Employer prior to the separation date Separation Date, in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated by Employer pursuant to this section Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date; (B) Employee’s continued loyalty to Employer, he/she which includes, but is not limited to, Employee or any outside third party refraining from any announcements to anyone inside or outside Employer that the Employee is leaving Employer; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit B, which release becomes irrevocable within 60 days following the Separation Date or such earlier deadline provided by Employer, then Employee will be entitled to receipt of additional severance payments as set forth herein.the following Severance Package: 1. Employee shall be entitled to a sum A Severance Payment equivalent to twelve times the nine months (.75x) of Employee’s highest monthly base salary Annual Compensation for services (“Annual Compensation,” defined as Total Compensation as reported in Employer’s previous years’ proxy statements) which the Employee has earned during his/her Employee’s employment with Employer. The Severance Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 9 months following the EmployerSeparation Date, less provided that any withholding required by law (hereinafter referred to as "severance payment.") At payments delayed pending the time of termination, the Employee may elect to receive disbursement effectiveness of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election release shall be accumulated and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment paid in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th next pay day following the effectiveness of the first month following Employee's terminationrelease, with any remaining payments due paid in accordance with the schedule otherwise provided herein. Such payments will cease, however, if Employee fails to comply with the provisions of Part IX of this Agreement. 2. In addition to any severance payments due and owing under this section, Employer shall provide Employee with a performance bonus in an amount equal to the average of the previous two years annual discretionary incentive bonus, prorated for the number of months between the termination date and the end of the Employer's last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination. 3. In addition, the Employee will also be entitled to payment Payment of all vested awards of qualified and nonqualified benefit plans and incentive and retention programs in which Employee is vested in accordance with the terms of those plansplans and programs, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause “Cause” (as defined below) by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice Notice of Termination shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated by Employer pursuant to this sectionSection, Employee shall be paid all accrued salary, vacation accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement , or which are provided to Employer prior to the separation date Separation Date, in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated by Employer pursuant to this section Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date; (B) Employee’s continued loyalty to Employer, he/she which includes, but is not limited to, Employee or any outside third party refraining from any announcements to anyone inside or outside Employer that the Employee is leaving Employer; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit A, which release becomes irrevocable within 60 days following the Separation Date or such earlier deadline provided by Employer, then Employee will be entitled to receipt of additional severance payments as set forth herein.the following Severance Package: 1. Employee shall be entitled to a sum A Severance Payment equivalent to twelve times the nine months (.75x) of Employee’s highest monthly base salary Annual Compensation for services (“Annual Compensation,” defined as Total Compensation as reported in Employer’s previous years’ proxy statements) which the Employee has earned during his/her Employee’s employment with Employer. The Severance Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 9 months following the EmployerSeparation Date, less provided that any withholding required by law (hereinafter referred to as "severance payment.") At payments delayed pending the time of termination, the Employee may elect to receive disbursement effectiveness of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election release shall be accumulated and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment paid in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th next pay day following the effectiveness of the first month following Employee's terminationrelease, with any remaining payments due paid in accordance with the schedule otherwise provided herein. Such payments will cease, however, if Employee fails to comply with the provisions of Part IX of this Agreement. 2. In addition to any severance payments due and owing A document acknowledging all responsibilities under this section, Employer shall provide Employee with a performance bonus in an amount equal to the average Farmers & Merchants Bank of the previous two years annual discretionary incentive bonus, prorated for the number of months between the termination date Central California Split Dollar Agreement and the end related Farmers & Merchants Bank of the Employer's last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's terminationCentral California Executive Bonus Agreement. 3. In addition, the Employee will also be entitled to payment Payment of all vested awards of qualified and nonqualified benefit plans and incentive and retention programs in which Employee is vested in accordance with the terms of those plansplans and programs, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated pursuant to this section, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's ’s policies and this Agreement or which are provided to Employer prior to the separation date Separation Date in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated pursuant to this section section, and subject to Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date, he/she Employee will be entitled to receipt of additional severance payments as set forth herein.: 1. Employee shall be entitled to a sum equivalent to twelve six (6) times the highest monthly base salary which Employee has earned during Employee’s employment with Employer (hereinafter referred to as the “Section 7.01 Severance Payment”) The Section 7.01 Severance Payment shall be paid in a lump sum. Payment of such amount will be made on the 15th day of the first calendar month following Employee’s Separation Date. If (and only if) this agreement renews automatically, the amount of base salary the Employee shall be entitled to under the terms of this paragraph shall change from a sum equivalent to Six (6) times the highest monthly base salary to a sum equivalent to Twelve (12) times the highest monthly base salary which the Employee has earned during his/her Employee’s employment with the Employer, less any withholding required by law (hereinafter referred to as "severance payment.") At the time of termination, the Employee may elect to receive disbursement of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination. 2. In addition to any severance payments due and owing under this sectionaddition, Employer shall provide pay to Employee with a performance bonus in an amount equal to the average of the previous two years Employee’s annual discretionary incentive bonusbonus for the previous two years, prorated for the number of months between the termination date Separation Date and the end of the Employer's ’s last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the The performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received shall be paid in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the Payment of such amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence be made on the 15th day of the first calendar month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination’s Separation Date. 3. In addition, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs in which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Termination at Option of Employer. Employer may terminate this Agreement at any time and without cause “Cause” (as defined below) by giving Employee sixty (60) days written notice of Employer's ’s intent to terminate this Agreement. The 60th day after notice Notice of Termination shall be deemed to be the Employee's ’s Separation Date. In the event Employee's ’s employment is terminated by Employer pursuant to this sectionSection, Employee shall be paid all accrued salary, vacation accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement , or which are provided to Employer prior to the separation date Separation Date, in accordance with Employer's ’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated by Employer pursuant to this section Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the AgreementSeparation Date; (B) Employee’s continued loyalty to Employer, he/she which includes, but is not limited to, Employee or any outside third party refraining from any announcements to anyone inside or outside Employer that the Employee is leaving Employer; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit B, which release becomes irrevocable within 60 days following the Separation Date or such earlier deadline provided by Employer, then Employee will be entitled to receipt of additional severance payments as set forth herein.the following Severance Package: 1. Employee shall be entitled to a sum A Severance Payment equivalent to twelve times the nine months (.75x) of Employee’s highest monthly base salary Annual Compensation for services (“Annual Compensation,” defined as Total Compensation as reported in Employer’s previous years’ proxy statements) which the Employee has earned during his/her Employee’s employment with Employer. The Severance Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 9 months following the EmployerSeparation Date, less provided that any withholding required by law (hereinafter referred to as "severance payment.") At payments delayed pending the time of termination, the Employee may elect to receive disbursement effectiveness of the severance payment in one of two manners as set forth in subsection 7.01.1.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election release shall be accumulated and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter; b. Employee may receive the severance payment paid in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th next pay day following the effectiveness of the first month following Employee's terminationrelease, with any remaining payments due paid in accordance with the schedule otherwise provided herein. Such payments will cease, however, if Employee fails to comply with the provisions of Part IX of this Agreement. 2. In addition to any severance payments due and owing A document acknowledging all responsibilities under this section, Employer shall provide Employee with a performance bonus in an amount equal to the average Farmers & Merchants Bank of the previous two years annual discretionary incentive bonus, prorated for the number of months between the termination date Central California Split Dollar Agreement and the end related Farmers & Merchants Bank of the Employer's last fiscal year. At the time of termination, the Employee may elect to receive disbursement of the performance bonus in one of two manners as set forth in subsection 7.01.2.a-b, below. If the Employee elects to receive twelve (12) monthly payments, the Employee may at any time after the initial election and upon thirty (30) days written notification to Employer, elect to receive the balance of the amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day of the first month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's terminationCentral California Executive Bonus Agreement. 3. In addition, the Employee will also be entitled to payment Payment of all vested awards of qualified and nonqualified benefit plans and incentive and retention programs in which Employee is vested in accordance with the terms of those plansplans and programs, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.