0001144204-09-046733 Sample Contracts

FIRST AMENDMENT TO NON-COMPETE, NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • September 1st, 2009 • Heritage Oaks Bancorp • State commercial banks • California

This First Amendment to the Non-Compete, Non-Solicitation Agreement (the “First Amendment”) is made and is effective as of August 26, 2009, by and between Joanne Funari (“Funari”) and Heritage Oaks Bancorp (“Bancorp”), a California corporation and registered bank holding company of its wholly-owned subsidiary, Heritage Oaks Bank (“Bank”). Bancorp, Bank and any other division of either Bancorp or the Bank shall be referred to herein as the “Company.”

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FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • September 1st, 2009 • Heritage Oaks Bancorp • State commercial banks • California

This First Amendment to the Change in Control Agreement (the “First Amendment”) is made and is effective as of August 26, 2009 , by and between Heritage Oaks Bank, a California state chartered bank (the “Company”) and ___ (“Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 1st, 2009 • Heritage Oaks Bancorp • State commercial banks • California

This First Amendment to the Employment Agreement (the “First Amendment”) is made and is effective as of August 26, 2009, by and between Heritage Oaks Bank, a California state chartered bank (“Bank”) and Joanne Funari (“Executive”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 1st, 2009 • Heritage Oaks Bancorp • State commercial banks • California

This Second Amendment to Employment Agreement (the “Second Amendment”) is made and is effective as of August 26, 2009, by and between Heritage Oaks Bank, a California state chartered bank (“Bank”) and Lawrence P. Ward (“Executive”).

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