FIRST AMENDMENT TO THE TEMECULA VALLEY BANK SPLIT DOLLAR AGREEMENT DATED June 1, 2005 FOR William H. McGaughey
EXHIBIT
10.47
FIRST
AMENDMENT
TO
THE
TEMECULA
VALLEY BANK
DATED
June 1, 2005
FOR
Xxxxxxx
X. XxXxxxxxx
THIS
AMENDMENT is adopted this 29th
day of
December 2006, by and between Temecula Valley Bank, a state-chartered commercial
bank located in Temecula, California (the “Company”) and Xxxxxxx X. XxXxxxxxx
(the “Executive”).
On
June
1, 2005, the Company and the Executive entered into the Temecula Valley Bank
Split Dollar Agreement (“Agreement”). The undersigned parties hereby amend the
Agreement for the purpose of: (1) clarifying that Section 2.3 Comparable
Coverage applies only in the event of a Change in Control of the Company; and
(2) adding a definition of Change in Control.
Therefore,
the following changes shall be made:
A
new
Article 1.5 shall be added to the Agreement, and shall read as follows:
1.5 “Change
in Control”
means:
(a) A
change
in the ownership of the capital stock of the Company, whereby another
corporation, person, or group acting in concert (hereinafter this Agreement
shall collectively refer to any combination of these three [another corporation,
person, or group acting in concert] as a “Person”) as described in Section
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), acquires, directly or indirectly, beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of shares
of capital stock of the Company which constitutes twenty-five percent (25%)
or
more of the combined voting power of the Company’s then outstanding capital
stock then entitled to vote generally in the election of directors;
or
(b) The
persons who were members of the Board of Directors of the Company immediately
prior to a tender offer, exchange offer, contested election or any combination
of the foregoing, cease to constitute a majority of the Board of Directors;
or
(c) The
adoption by the Board of Directors of the Company of a merger, consolidation
or
reorganization plan involving the Company in which the Company is not the
surviving entity, or a sale of all or substantially all of the assets of the
Company. For purposes of this Agreement, a sale of all or substantially all
of
the assets of the Company shall be deemed to occur if any Person acquires (or
during the 12-month period ending on the date of the most recent acquisition
by
such Person, has acquired) gross assets of the Company that have an aggregate
fair market value equal to twenty-five percent (25%) or more of the fair market
value of all of the respective gross assets of the Company immediately prior
to
such acquisition or acquisitions; or
(d) A
tender
offer or exchange offer is made by any Person which results in such Person
beneficially owning (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) either twenty-five percent (25%) or more of the Company’s
outstanding shares of Common Stock or shares of capital stock having twenty-five
(25%) or more the combined voting power of the Company’s then outstanding
capital stock (other than an offer made by the Company), and sufficient shares
are acquired under the offer to cause such person to own twenty-five (25%)
or
more of the voting power; or
(e) Any
other
transactions or series of related transactions occurring which have
substantially the same effect as the transactions specified in any of the
preceding clauses of this Section 1.5.
Notwithstanding
the above, certain transfers are permitted within Section 318 of the Code and
such transfers shall not be deemed a Change in Control under this Section 1.5.
Article
2.3 of the Agreement shall be deleted in its entirety and replaced by 2.3
below.
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2.3
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Comparable
Coverage upon Change in Control.
Upon a Change in Control, the Company shall not amend, terminate
or
otherwise abrogate the Executive’s Interest in the Policy unless the
Company replaces the Policy with a comparable insurance policy to
cover
the benefit provided under this Agreement and the Company and the
Executive execute a new Split Dollar Policy Endorsement for said
comparable insurance policy. The Policy or any comparable policy
shall be
subject to the claims of the Company’s
creditors.
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IN
WITNESS OF THE ABOVE,
the
Executive and the Company hereby consent to this First Amendment.
Executive:
Temecula
Valley Bank
| By: /s/ Xxxxxxx X. XxXxxxxxx | By: /s/ Xxxxxx X. Xxxxxxx | ||
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Executive
Vice President and Chief
Financial
Officer
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