0001144204-11-037577 Sample Contracts

AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 24, 2011 BY AND AMONG CARPENTER FUND MANAGER GP, LLC, MISSION COMMUNITY BANCORP, MISSION COMMUNITY BANK,
Agreement and Plan of Merger • June 27th, 2011 • Santa Lucia Bancorp • State commercial banks • California

This AGREEMENT AND PLAN OF MERGER, dated as of June 24, 2011, is made by and among Carpenter Fund Manager GP, LLC (“Carpenter”), as General Partner of Carpenter Community BancFund, L.P. and Carpenter Community BancFund-A, L.P. (“Investors”), Mission Community Bancorp (“MC Bancorp”), Mission Community Bank (“MC Bank”) Santa Lucia Bancorp (“SL Bancorp”), and Santa Lucia Bank (“SL Bank”).

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BENEFIT TERMINATION AGREEMENT AND RELEASE
Benefit Termination Agreement and Release • June 27th, 2011 • Santa Lucia Bancorp • State commercial banks • California

THIS BENEFIT TERMINATION AGREEMENT AND RELEASE (“Agreement”) dated the ____ day of June, 2011 is executed by the undersigned (“Releasor”), a director and/or executive officer of Santa Lucia Bank, a California banking corporation (the "Bank").

FIRST AMENDED AND RESTATED DEFERRED FEE AGREEMENT BETWEEN SANTA LUCIA BANK AND
Deferred Fee Agreement • June 27th, 2011 • Santa Lucia Bancorp • State commercial banks

This Termination Agreement (the “Termination”) by and between Santa Lucia Bank, a California corporation, (the “Bank”) and [*] (the “Director”), is made as of the 1st day of May, 2011.

SALARY CONTINUATION AGREEMENT DATED [*] BETWEEN SANTA LUCIA BANK AND
Continuation Agreement • June 27th, 2011 • Santa Lucia Bancorp • State commercial banks

This Termination Agreement (the “Termination”) by and between Santa Lucia Bank, a California corporation, (the “Bank”) and [*] (the “Executive”), is made this ___ day of [*], 2011.

FISRT AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENT BETWEEN SANTA LUCIA BANK AND
Director Retirement Agreement • June 27th, 2011 • Santa Lucia Bancorp • State commercial banks

This Termination Agreement (the “Termination”) by and between Santa Lucia Bank, a California corporation, (the “Bank”) and [*] (the “Director”), is made as of the 24th day of April, 2011.

TERMINATION OF THE SALARY CONTINUATION AGREEMENT DATED [*] BETWEEN SANTA LUCIA BANK AND
Continuation Agreement • June 27th, 2011 • Santa Lucia Bancorp • State commercial banks

This Termination Agreement (the “Termination”) by and between Santa Lucia Bank, a California corporation, (the “Bank”) and [*] (the “Executive”), is made as of the 24th day of April, 2011.

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