EX-10.3

Exhibit 10.3

EMPLOYMENTAGREEMENT

This Employment Agreement (“Agreement”) is made and entered into as of January 1, 2026, by andbetweenWestCoastCommunityBank(the“Bank”)andKristaSnelling(the“Executive”)for the purposes set forth hereinafter.

RECITALS

WHEREAS, the Bank is a California State chartered bank subject to the supervision and regulation of the Department of Financial Protection and Innovation (“DFPI”) and the Federal Deposit Insurance Corporation (“FDIC”);

WHEREAS,theBank’scorporateheadquartersarelocatedat75RiverStreet,SantaCruz, CA 95060.

WHEREAS,theExecutiveservesastheChairmanandChiefExecutiveOfficeroftheBank pursuant to her appointment to the President and ChiefExecutive Officer position effective as of March 1, 2021.

WHEREAS,theExecutivecurrentlyservesasChairmanof theBank while serving asthe Bank’s President and Chief Executive Officer. Upon removal or retirement, as the Bank’s President and ChiefExecutive Officer, theExecutiveshall immediately resign from theBoard of Directors.

WHEREAS, it is the intention of the parties in entering into this Agreement to set forth certainoftheBankandExecutiverightsandobligationswithrespect toExecutive’semployment as President and Chief Executive Officer of the Bank.

NOW,THEREFORE,inconsiderationofthemutualcovenantsandagreementscontainedherein, the Bank and the Executive agree as follows:

AGREEMENT

1.Term of Employment; Termination of Prior Agreement and Waiver of Rightsand Benefits and Release of Obligations Thereunder.Pursuant to this Agreement, the Bank willemploytheExecutiveonanat-willbasis.EitherpartyheretomayterminatetheExecutive’s employment with the Bank at any time with or without cause and with or without notice. The effective date of this Agreement is January 1, 2026. This Agreement supersedes and replaces any prior agreement concerning Executive’s employment with the Bank.

2.DutiesandObligationsofExecutive.TheExecutiveshallserveasthePresident and Chief Executive Officer of the Bank pursuant to this Agreement and shall perform the customary duties of each such office in the commercial banking industry and such additional duties not inconsistent therewith, as may from time to time be reasonably requested of herby the Board of Directors of the Bank.

3.DevotiontoBank'sBusiness.

(a)TheExecutiveshalldevoteherfullbusinesstime,ability,andattentionto the business of the Bank during the term of this Agreement and shall not during the term of this Agreement engage in any other business activities, duties, or pursuits whatsoever, or directly or indirectly render any services of a business, commercial,or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the Board of Directors of the Bank.

(b)The expenditure of reasonable amounts of time for educational, charitable,orprofessional activitiesshall not bedeemed abreachof this Agreement if thoseactivitiesdonotmateriallyinterferewiththeservicesrequiredofExecutiveunder this Agreement. It is expressly understood and agreed that Executive may continue to participateinanysuchactivitiesinwhichtheExecutiveparticipatedpriortothedateof this Agreement with the knowledge of the Bank. Nothing in this Agreement shall be interpreted to prohibit the Executive from making passive personal investments; providedthat,exceptforownershipinterestsinbusinessesacquiredpriortothedateof this Agreement which represent in each case less than threepercent (3%) of the total ownershipofeachsuchbusiness,theExecutiveshall not directly or indirectly acquire, hold,orretainanyownershipinterestinanyfinancialinstitution,includingitsaffiliated companies,oranyotherbusinesscompetingwithorsimilarinnaturetothebusinessof the Bank, or their respective subsidiaries or affiliates, which conducts business or operations in Santa Cruz County.

(c)TheExecutiveagreestoconductherselfinaprofessionalmannerandto comply with such reasonable policies and standards as the Bank may adopt from time to time with respect to conduct and behavior during work hours.

(d)The Executive hereby represents and agrees that the services to be performed under the terms of this Agreement are of a special, unique, unusual, extraordinary, and intellectual character that gives them a peculiar value, the loss of whichcannotbereasonablyoradequatelycompensatedindamagesinanactionatlaw. TheExecutivethereforeexpresslyagreesthatinadditiontoanyotherrightsorremedies thattheBankmaypossess,itshallbeentitledtoinjunctiveandotherequitablereliefto prevent or remedy a breach of this Agreement by the Executive.

4.UnfairCompetitionandConfidentialInformation.

(a)Executive acknowledges that Bank owns proprietary Confidential Information which constitutes a valuable, special and unique asset. This Confidential Information has been compiled and developed by Bank over time at considerable expense and effort, has not been divulged to third parties, and is not knowntoBank’scompetitors,whocouldhaveobtainedeconomicvaluefromsuch information had it been known. As used herein, the term

“Confidential Information” also includes all information and materials belonging to, used by, or inthepossessionofBankrelatingtoitsproducts,processes,services,technologies, inventions, patents, ideas, contracts, forms, records, data, processes, financial information,businessstrategies,pricing,marketingplans,customerlists,andtrade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information was acquired by Executive, or (b) information that subsequently becomes public through no act or omissionofExecutive,or(c)informationthatwasacquiredbytheExecutiveother than in connection with her employment. Executive agrees that all Confidential Informationisand shall continuetobe theexclusivepropertyofBank, whetheror not prepared in whole or in part by Executive and whether or not disclosed to or entrustedtoExecutive’scustody.Executive’sobligationtopreservethesecrecyof Confidential Information shall survive the termination of this Agreement and her employment with Bank.Upon termination of Executive’semployment, Executive agrees to return to Bank all files, papers, and materials of any kind containing or relating to Confidential Information.

(b)During her employment with the Bank and at all times thereafter, the Executiveshallnot utilizeanyConfidential Informationto solicitanycustomerof theBankto(a)purchase goodsorservicesfrom anypersonor entitywhosegoods orservicescouldbeusedassubstitutesforthoseoftheBank,or(b)discontinueor refrain from purchasing goods and/or services from the Bank.

(c)The Executive agrees not to use any Confidential Information concerning theBankforanypurposeotherthantofulfillherdutiestotheBank,andagreesnot to disclose any such information to any third party without the express written consent of the Bank’s Board of Directors unless such disclosure is necessary in order for the Executive to perform her duties to the Bank or is required by applicable law.

(d)TheExecutiveshallnot,whileemployedbytheBank,directlyorindirectly, either as an employee, employer, consultant, agent, principal, stockholder (except aspermittedinparagraph3(a)ofthisAgreement),officer,director,orinanyother individual or representative capacity, engage or participate, directly, indirectly, or in any manner whatsoever, in any competitive banking or financial services business without the prior written consent of the Board of Directors of the Bank.

(e)During the term of her employment with the Bank and thereafter for the termofanyseverancebenefitsmadeinaccordancewithparagraphs16(d)or16(e), the Executive agrees not to solicitor attempt tosolicit any employeeor contractor oftheBanktodiscontinueworkingfortheBankortoprovide

serviceto anyother person or entity in competition with the Bank without the Bank’swritten consent.

5.Indemnification.

(a)The Executive shall indemnify and hold the Bank and its affiliates and subsidiaries, harmless from all liability for loss, damage, or injury to persons or property resulting from the willful or intentional misconduct of the Executive.

(b)To the fullest extent permitted by law and applicable regulations of the DFPIand FDIC,theBankshallindemnifytheExecutiveifshewasorisapartyor is threatened to be made a party in any action brought by a third party against the Executive(whetherornottheBankisjoinedasapartydefendant)againstexpenses, judgments, fines, settlements and other amounts actually and reasonably incurred inconnectionwithsaidactioniftheExecutiveactedingoodfaithandin amanner theExecutive reasonably believedto beinthebest interestsofthe Bank(andwith respecttoacriminalproceedingiftheExecutivehadnoreasonablecausetobelieve herconductwasunlawful),providedthattheallegedconductoftheExecutivearose out of and was within the course and scope of her employment as an officer or employee of the Bank.

6.Disclosure of Information.The Executive shall not, either before or after terminationofthisAgreement,withoutthepriorwrittenconsentoftheBoardofDirectorsofthe Bankorexceptasrequiredbylawtocomplywithlegalprocessincluding,withoutlimitation,by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, disclose to anyone any information and materials belonging to, used by, or in the possession of Bank relating to its products, processes, services, technologies, inventions, patents, ideas, contracts, forms, records, data, processes, financial information, business strategies, pricing, marketing plans, customer lists, and trade secrets of everykindandcharacter,butshallnotinclude(a)informationthatwasalreadywithinthepublic domain at the time the information was acquired by Executive, or (b) information that subsequently becomes public through no act or omission of Executive, or (c) information that was acquired by the Executive other than in connection with her employment. The Executive further recognizes and acknowledges that any financial information concerning any customers of the Bank and its affiliates and subsidiaries, as it may exist from time to time, is strictly confidential and is a valuable, special and unique asset of the Bank's business.The Executive shall not, either before or after termination of her employment with the Bank, without such consent or except as required by law, disclose to anyone said financial information or any part thereof, for any reason or purpose whatsoever.In theevent theExecutiveisrequiredbylawto disclose such information described in this paragraph 6, the Executive will provide the Bank, and their counsel with immediate notice of such request so that they may consider seeking a protectiveorder.If,intheabsenceofaprotectiveorderorthereceiptofawaiverhereunder,

the Executive is nonetheless, compelled to disclose any of such information to any tribunal or any otherpartyorelsestandliableforcontemptorsufferothermaterialcensureormaterialpenalty, thentheExecutivemaydisclose(onan"asneeded"basisonly)suchinformationtosuchtribunal or other party without liability hereunder.Notwithstanding the foregoing, the Executive may disclosesuchinformationconcerningthebusinessoroperationsoftheBankandtheirrespective affiliates and subsidiaries as may be required by the DFPI, FDIC, or other regulatory agency havingjurisdictionovertheoperationsoftheBankoritsaffiliatesandsubsidiariesinconnection with an examination thereof or other proceeding conducted by such regulatory agency.

7.Written,Printedor Electronic Material. Allwritten,printedor electronic material, notebooks and records including, without limitation, computer disks, electronic data preserved onacellphoneorbackupdeviceusedbytheExecutiveinperformingdutiesfortheBank,other than the Executive's personal notes and diaries, are and shall remain the sole property of the Bank. Upon termination of employment, the Executive shall promptly return all such material thereto (including all copies, extracts and summaries thereof).

8.SuretyBondandSeveranceBenefit.TheExecutiveagreesthatshewillfurnishall informationandtakeanyotherstepsnecessaryfromtimetotimetoenabletheBanktoobtainor maintain a fidelity bond conditional on the rendering of a true account by the Executive of all monies,goods,orotherpropertywhichmaycomeintothecustody,charge,orpossessionofthe ExecutiveduringheremploymentwiththeBank.Thesuretycompanyissuingthebondandthe amountofthebondmustbeacceptable totheBank.Allpremiumsonthebondshallbepaidby the Bank. The Bank or its successors, shall have no obligation to pay or provide severance benefits to the Executive in accordance with paragraph 16 (d) or 16 (e), as applicable, of this Agreement in the event that the Executive's employment is terminated in connection with the Executive'snon-insurabilityforsuretybondcoverageasdeterminedinthesolediscretionofthe Bank's insurer.

9.Base Salary.The Executive shall receive a salary at the rate of seven hundred fifteen thousand dollars ($715,000) per annum, payable in installments during the Executives employment with the Bank of approximately twenty-nine thousand seven hundred ninety-one dollarsand sixty-six cents ($29,791.66)on thefifteenth and last dayof each month, subject to applicable adjustments for withholding taxes, pro-rations for any partial employment period and such other applicable payroll procedures of the Bank. The Executive shall receive such annualadjustmentsinsalary,ifany,asmaybedeterminedbytheBank'sBoardofDirectors,in theirsolediscretion,resultingfromtheBoardofDirectorsreviewoftheExecutive'sperformance andcompensation.Theannualreviewshouldoccurinthefirstquarterofthecalendaryearand any salary adjustment shall be effective January 1stof said calendar year.

10.Sick Leave.The Executive shall be entitled to sick leave and make up pay in accordancewiththeBank'sgeneralsickleavepolicies.Inaddition,iftheExecutiveisunableto performthedutiesunderthisAgreementduetoillnessorinjurythatdoesnotqualifyasdisability under the "Salary Continuation During Disability" paragraph 11 below,

the Executive shall be paid the basesalary otherwise payable to Executivepursuant to paragraph9 ofthis Agreement, reduced by the amounts received by the Executive from state disability insurance, or worker's compensation or other similar insurance benefits through policies provided by the Bank, for a period of six (6) months from the date of first absence due to the illness or injury.

11.Salary Continuation During Disability.If the Executive for any reason (except as expresslyprovidedbelow)becomestemporarilyorpermanentlydisabledsothatsheisunableto perform the duties under this Agreement, the Executive shall be paid the base salary otherwise payable to Executive pursuant to paragraph 9 of this Agreement, reduced by the amounts receivedbytheExecutivefromstatedisabilityinsurance,orworker'scompensation,anaccident or health plan covering employees of the Bank or other similar insurance benefits through policies provided by the Bank, for a period of six (6) months from the date of disability. For purposes of this paragraph 11, "disabled ordisability" means either: (a) the Executiveis unable toengageinanysubstantialgainfulactivitybyreasonofanyphysicalormentalimpairmentthat can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

12.Incentive Compensation. The Executive shall be entitled to receive an annual incentive compensation payment as determined by the Board of Directors of the Bank, in their absolute discretion, based upon the implementation of the Bank's strategic plan and the profitability of the Bank for that fiscal year to which the incentive compensation payment applies. Any potential incentive compensation payment will be governed by the terms of the AnnualIncentiveCompensationPlan.Norightofcontinuedemploymentoranymodificationof the"atwill"natureoftheExecutive'semploymentpursuanttothisAgreementshallbeconferred upon the Executive as a result of the foregoing provisions of this paragraph 12.

(a)DelayedPayment.Notwithstandingtheabove,thepaymentoftheincentive compensation as provided above may be delayed if making such payment would jeopardize the Bank’s ability to continue as a going concern which was unforeseeable at the time the Board of Directors confirmed the incentive compensationpayment,paymentmaybedelayeduntilitwouldnolongerhavesuch effect.

13.Stock Options/Restricted Stock.The Executive shall be entitled to receive such future grants, if any, of stock options to acquire shares of Bank common stock (or restricted stock) pursuant to the Bank’s2024 Equity-Based Compensation Plan as maybedetermined by theBoardofDirectors.NotwithstandinganytermorprovisionoftheBank’s2024Equity-Based Compensation Plan or any related Grant Agreement, no right of continued employment or any modification of the "at will" nature of the Executive's employment pursuant to this Agreement shall be conferred upon the Executive or result from the Plan or any grant of stock option/restrictedstockorGrantAgreement.Anyemploymentrightsandcorrespondingdutiesof the Executive shall be limited to and interpreted solely in accordance with the terms and provisions of this Agreement.

14.Other Benefits.The Executive shall be entitled to participate in general officer benefits adopted by the Bank, subject to applicable qualification requirements and regulatory approvalrequirements,ifany.TheExecutiveshallbefurtherentitledtothefollowingadditional specificbenefitswhichshallsupplementorreplace,totheextentduplicativeofanypartorallof the general officer benefits, the benefits otherwise provided to the Executive:

(a)Vacation. The Executive shall be entitled to participate in the Bank’s FlexibleVacationProgramapplicabletoallemployeesattheseniorvicepresident level and above.

Executive may schedule accrued vacation leaves and be absent from her employment as long as such leave is reasonable and does not jeopardize her responsibilities and duties as President and Chief Executive Officer. Executive is expected to schedule five (5) consecutive days of vacation each year during her employment with the Bank. Vacation leave in excess of two weeks must be approved by the lead independent director.

(b)Insurance.The Bank shall provide during the term of this Agreement group life, health (including medical, dental, vision and hospitalization), accident and disability insurance coverage for the Executive and her dependents through a policyprovidedbyagroupinsuranceprogram.Thecostofsuchinsuranceshallbe paid by the Bank as detailed in the Insurance Plan contribution schedule.

(c)Supplemental Compensation. The Bank and the Executive acknowledge thattheyhaveenteredintoaSalaryContinuationAgreement(“theSCA”),pursuant to which the Executive will be provided with certain retirement benefits. Notwithstanding any other term or provision of such SCA, no right of continued employment or any modification of the “at will” nature of the Executive’s employment pursuant to this Agreement shall be conferred upon the Executive thereunder or result therefrom.

15.Business Expenses; Memberships.The Executive shall be reimbursed for all ordinaryandnecessaryexpensesincurredbytheExecutiveinconnectionwithheremployment. The Executive shall also be reimbursed for expenses incurred in activities associated with promoting the business of the Bank, including expenses for entertainment, travel and other expenses for attendance at conventions and education programs, and similar items. All such reimbursements shall be made upon presentation and approval of receipts, invoices or other appropriate evidence of such expense in accordance with the policies of the Bank.

16.TerminationofEmployment.

(a)Automatic Termination.Executive’s employment shall terminate automatically and immediately upon the occurrence of any one of the

following events, except that only in the event of termination based upon subparagraphs (1) or(3)below,theExecutiveshallbeentitledtoreceiveseverancebenefitspursuant to paragraph 16 (d) of this Agreement:

(1)The occurrence of circumstances that make it impossible or impractical for the Bank to conduct or continue its business.

(2)ThedeathoftheExecutive.

(3)ThelossbytheBankoflegalcapacitytocontract.

(4)Thewrittendeterminationbyastateorfederalregulatoryagencyor governmentalauthorityhavingjurisdictionovertheBankthattheExecutive isnotsuitabletoactinthecapacityforwhichsheisemployedbytheBank.

(5)TheExecutive'sconvictionof(i)anyfelonyor(ii)acrimeinvolving moral turpitude, or theExecutive's willful and intentional commission ofa fraudulent or dishonest act.

(b)Termination by Bank.The Bank may, at its election and in its sole discretion, terminate the Executive's employment and this Agreement at any time and for any reason or for no reason, upon written notice to the Executive, without prejudice to any other remedy to which the Bank may be entitled either at law, in equity or under this Agreement. Unless otherwise agreed in writing between the Executive and the Bank, the Executive shall immediately cease performing and dischargingtheduties andresponsibilitiesofherpositionsandremoveherselfand her personal belongings from the Bank's premises. All rights and obligations accruing to the Executive under this Agreement shall cease at such termination, except that such termination shall not prejudice the Executive's rights regarding employmentbenefitswhichshallhaveaccruedpriortosuchtermination,including the right to receive the severance benefits specified in paragraph 16 (d) below.

(c)Termination by Executive.The Executive may terminate her employment andthisAgreementatanytimeandforanyreasonornoreason,uponwrittennotice to the Bank. Unless otherwise agreed in writing between the Executive, the Bank, the Executive shall immediately cease performing and discharging the duties and responsibilities of her positions and remove herself and her personal belongings from the Bank's premises. All rights and obligations accruing to the Executive underthisAgreementshallceaseatsuchtermination,exceptthatsuchtermination shall not prejudice the Executive's rights regarding employment benefits which shall have accrued prior to such termination and any other remedy which the Executive may have at law, in equity or under this Agreement, which remedy accrued prior to such termination.

(d)Severance Benefits - Without a Change in Control.In the event of automaticterminationbaseduponparagraph16(a)(1)or(3)orterminationbythe Bankpursuanttoparagraph16(b),thenineachsuchcase,theExecutiveshall,upon signingaseveranceagreementandreleaseofallknownandunknownemployment related claims whether arising under the contract, State of Federal statutes or commonlawrelatedtoExecutive’semploymentwiththeBank,receiveseverance benefits consisting of

(i)Cash payment in an amount equal to the sum of (A) two times the Executive'sannualbasesalaryand(B)twotimesher“Target”bonusas defined in the Bank’s Annual Incentive Compensation Plan during the yeartheterminationoccurs,includingtheamountofany incentivethat would have otherwise been paid in stock absent the termination. Such benefits are less applicable withholding deductions and are in addition to base salary, pro-rated incentive compensation,orotherpayments,if any,duetheExecutive,andarepayableinalumpsumwithin thirty(30) days following such termination and execution of a severance agreement and release in a form acceptable to the Bank, and

(ii)Continuationofgroupinsurancecoveragespecifiedinparagraph14(b) of this Agreement for the Executive and her dependents pursuant to TheConsolidatedOmnibusBudgetReconciliationActof1985 ("COBRA"),orunderapplicableCalifornialawpursuanttoAssembly Bill No. 1401 ("Cal-COBRA"), with one hundred percent (100%) of premiums fortheinsurance coverage payableby theBank monthly to theExecutiveforaperiodoftwenty-four(24)monthsfromthedateof termination provided that the Executive elects to continue such group health insurance coverage pursuant to COBRA or Cal-COBRA and takesthenecessarystepstocontinuesuchcoveragefollowingthedate on which his or her employment terminates. Notwithstanding the foregoingoranyterm,provision,orothermattersetforthelsewherein this Agreement, the obligation of the Bank to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverageshallterminate attheearlieroftheexpirationoftwenty-four

(24)monthsfromthedateofterminationorthedateofcommencement of comparable insurance coverage for the Executive by another employer. After such expiration date, the Executive shall have such rightstocontinuetoparticipateundertheBank'sgrouphealthbenefits plan at the Executive's expense as may beavailableunder COBRA or Cal-COBRA.The Executive agrees to notify the Bank as soon as practicable, but not less than

ten (10) business days in advance of the commencement of such comparable insurance coverage with another employerandtorepaytotheBankanyamountspaidbytheBanktoor for the benefit of the Executive that overlap the coverage provided by the other employer.

Notwithstanding the foregoing provisions of this paragraph 16(d), or any term, provision,orothermattersetforthelsewhereinthis Agreement,(i)in theevent of a "change in control" as defined in paragraph 16(e) below, the Executiveshall not beentitledtotheseverancebenefitspursuanttothisparagraph16(d)andanyrights oftheExecutivetoseverancebenefitsshallbelimitedtosuchrightsasarespecified inparagraph16(e)below; and(ii)theExecutiveacknowledges and agrees thatthe severance benefits pursuant to this paragraph 16(d) and (e)arein consideration of Executive’s release of all known and unknown claims arising out of Executive’s employment with the Bank.

(e)SeveranceBenefits-ChangeinControl.Intheeventa"changeincontrol" as defined herein occurs, and (i) the Executive’s employment is involuntarily terminated within 24 months following consummation of the change in control or isinvoluntarilyterminatedpriortothechangeofcontrolandinconnectionwithit, or(ii)withouttheExecutive'swrittenconsentthereoccurs(A)anymaterialadverse change in the nature and scope of the Executive's position, authorities, responsibilities,duties,orachangeoftheExecutive'slocationofemploymenttoa location more than 30 miles from the Bank’s corporate headquarters, or any materialreductionintheExecutive'sbasesalaryorincentivecompensation,or(B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive's employment,andtheExecutiveelectstoterminateemploymentbaseduponthe occurrenceofanyoftheforegoingeventscitedinsubparagraph(ii)above,thenas a result of termination under subparagraph (i) or(ii) above, the Executive shall be entitled to receive severance benefits pursuant to this paragraph 16 (e) payable by theBank,providedthattheExecutivesignsaseverance and release agreementfor allclaimsrelatedtoExecutive’semploymentwiththeBankinaformacceptableto theBank.TheExecutiveshallnotbeentitledtoreceiveseverancebenefitspursuant to this paragraph in the event of an occurrence described in paragraph 16(a) subparagraphs (4) or (5) or in the event the Executive terminates employment in accordance with paragraph 16(c) and the termination is not a result of any event described in paragraph 16(e)(ii) above

Theseverancebenefitspayablepursuanttothisparagraph16(e)shallconsistof

(i)Cash payment in an amount equal to the sum of (A) two times the Executive'sannualbasesalaryand(B)twotimesher“Target”bonusas defined in the Bank’s Annual Incentive Compensation Plan during the yeartheterminationoccurs,includingtheamountofany incentivethat would have otherwise been paid in stock absent the termination. Such benefits are less applicable withholding deductions and are in addition to base salary, pro-rated incentive compensation,orotherpayments,if any,duetheExecutive,andarepayableinalumpsumwithin thirty(30) days following such termination and execution of a severance agreement and release in a form acceptable to the Bank, and

(ii)Continuationofgroupinsurancecoveragespecifiedinparagraph14

(b)ofthis Agreement for the Executive and herdependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"),orunderapplicableCalifornialawpursuanttoAssembly Bill No. 1401 ("Cal-COBRA"), with onehundred percent (100%)of premiumsfortheinsurancecoveragepayablebytheBankmonthlyto the Executive for a period of twenty-four (24) months from the date of termination provided that the Executive elects to continue such grouphealthinsurancecoveragepursuanttoCOBRAorCal-COBRA andtakesthenecessarystepstocontinuesuchcoveragefollowingthe dateonwhichhisorheremploymentterminates.Notwithstandingthe foregoing or any term, provision, or other matter set forth elsewhere in this Agreement, the obligation of the Bank to pay the premium costsrelatedtotheCOBRAorCal-COBRAcontinuationofinsurance coverageshallterminateattheearlieroftheexpirationoftwenty-four (24) months from the date of termination or the date of commencement of comparable insurance coverage for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank's group health benefits plan at the Executive's expense as may be available under COBRA or Cal-COBRA.The Executive agrees to notify the Bank as soon as practicable, but not less than ten (10) business days inadvanceofthecommencementofsuchcomparableinsurance coveragewithanotheremployerandtorepaytotheBankanyamounts paidbytheBanktoorforthebenefitoftheExecutivethatoverlapthe coverage provided by the other employer.

A "change in control" for purposes ofthis Agreement and paragraph 16 (e) means thefirsttooccurofanyofthefollowingeventswithrespecttotheBankoraparent bankholdingcompanythatownsallorsubstantiallyalloftheoutstandingsecurities oftheBank:(i)achangeincontrolofanaturethatwouldberequiredtobereported in response to Item 6 (e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or any stock exchange on which the Bank'ssharesarelistedwhichrequiresthereportingofachangeincontrol;(ii)any merger, consolidation or reorganization of the Bank in which the Bank does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition(inonetransactionoraseriesoftransactions)ofanyassetsoftheBank havinganaggregatefair marketvalueofmorethanfifty percent(50%)ofthetotal valueoftheassetsoftheBank,reflectedinthemostrecentconsolidatedauditedor interim un-audited balance sheet of the Bank; (iv) a transaction whereby any "person"(assuchtermisusedintheExchangeAct)oranyindividual,corporation, partnership,trustoranyotherentityisorbecomesthebeneficialowner,directlyor indirectly,ofsecuritiesoftheBankrepresentingtwenty-fivepercent(25%)ormore of the combined voting power of the Bank's then outstanding securities; (v) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank cease for any reason to constituteatleastamajoritythereof;or(vi)theshareholder(s)oftheBankapprove the sale or transfer of substantially all of the Bank's assets to parties that are not withina"controlledgroupofcorporations"(asthattermisdefinedinSection1563 oftheInternalRevenueCodeof1986,asamended)inwhichtheBankisamember.

(1)    ExceptionstoChangeinControl.

Notwithstanding the foregoing or any term, provision, or other matter set forth in this Agreement, there shall not be a change in control hereunder in the event that (A) any Employee Stock Ownership Plan is sponsored by the Bank which is the party that acquires "control" or is the principalparticipantinthetransactionconstitutinga"changeincontrol",as describedabove,or (B) a bank holding company is formed at the direction oftheBoardofDirectorsoftheBankpursuanttowhichtheBankbecomes a subsidiary of such bank holding company, or (C) a reorganization is initiatedbytheBoardofDirectorsoftheBankinwhichtheBankismerged withandintoanotherwholly-ownedbanksubsidiaryofsuchparentholding company of the Bank to consolidate operations under the charter of such other bank subsidiary.

(f)Delay in Payment on Separation From Service of Specified Employee. Notwithstanding any provision of this Agreement to the contrary, payment of any severance benefits under this Agreement may not commence earlier than six (6) monthsafterthedateoftheExecutive'sSeparationFromService,unlessduetoher earlier death, if pursuant to Code section 409A, the Executive is considered a "specifiedemployee"underCodesection416(i),oftheBankwhenanystockofthe Bank is publicly traded on an established securities market or otherwise. For purposes of this Agreement, "Separation From Service" means the Participant's death,retirementorothervoluntaryorinvoluntaryterminationofemploymentwith theBank.Forpurposesofthissection,theBankshallincludeanycorporationthat isamemberofacontrolledgroupofcorporations(asdefinedinCodesection414(b)) that includes the Bank and any trade or business (whether or not incorporated) that is under common control (as defined in Code section 414(c)) with the Bank.

(g)Leave of Absence. A Separation From Service will not be deemed to have occurred because the Employee is on an Authorized Leave of Absence, including militaryleave,sickleave,orotherbonafideleaveofabsence.Forpurposesofthis subsection, the term "bona fide leave of absence" means a paid or unpaid period that is approved by the Bank and during which the Participant does not perform services for the Bank.

(h)ContinuationofEmploymentorServices.IftheParticipantcontinuesinthe capacity as an Employee, or continues to provide services to the Bank or Participating Bank in a capacity other than as an Employee, such Participant shall be treated ashaving experienced a Separation From Service asof a particulardate only if the Bank and the Participant reasonably anticipate that after such date the level of bona fide services performed by the Participant for the Bank will permanently decrease to no more than twenty percent (20%) of the average of the bonafideservicesrenderedduringtheimmediatelyprecedingthirty-six(36)month periodofemployment(orifemployedlessthanthirty-six(36)months,suchlesser period). For purposes of this subsection, a Participant, who is on a paid bona fide leave of absence, and who has not otherwise terminated employment pursuant to this section, is treated as providing bona fide services at a level equal to the level that the Participant would have been required to perform to receive the compensation paid with respect to the leave of absence.Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminatedemploymentpursuanttothissectionaredisregardedforpurposesofthis section,includingforpurposesofdeterminingtheapplicablethirty-six(36)month, or shorter, period.

17.Section409ALimitation.ItistheintentionoftheBankandtheExecutivethatthe severance benefits payable to the Executive under this Agreement either be exempt from, or otherwisecomplywith,section409AoftheInternalRevenueCodeof1986,asamended

(Code section 409A). The terms of this Agreement when subject to more than one interpretation shall alwaysbeinterpretedinamannerthatcomplieswiththerequirementsofCodesection409Aand the guidance published thereunder.

18.Section 280G Limitation.If all or any portion of the amounts payable to the Executive under this Agreement, either alone or together with other payments which the ExecutivehastherighttoreceivefromtheBank,constitute"excessparachutepayments"within themeaningofSection280GoftheCode, thatare subjectto theexcisetax imposedbySection 4999 of the Code (or similar tax and/or assessment), such amounts payable hereunder shall be reduced to the extent necessaryso as to cause a reduction ofany excise tax pursuant to Section 4999oftheCodetoequal"zero."Thedeterminationoftheamountofanysuchexcisetaxesshall be made by the independent accounting firm employed by the Bank immediately prior to the change in control or such other independent accounting firm or advisor as may be mutually agreeabletotheBankandtheExecutiveintheexerciseoftheirreasonablegoodfaithjudgment. If amounts payable to the Executive under this Agreement are reduced to avoid an excise tax pursuant to Section 4999 of the Code, theBank shall reduce thecash payment to theExecutive before reducing amounts paid for the continuation of group insurance coverage.

19.Notices.Any notices to be given hereunder shall be in writing and may be transmitted by personal delivery or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the Executive at the address listed in the Executive's personnel file and to the Bank at its principal business office. A party may change the address for receipt of notices by written notice in accordance with this paragraph Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing.

20.Arbitration.All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof shall be resolved by binding arbitration before single neutral arbitrator appointed by Judicial Arbitration and Mediation Services, Inc. ("JAMS"), in accordance with the rules and procedures of JAMS then in effect whichareincorporatedhereinbyreference.IntheeventJAMSisunableorunwillingtoconduct sucharbitration,orhasdiscontinueditsbusiness,thepartiesagreethatasingleneutralarbitrator appointed by the American Arbitration Association ("AAA"), shall conduct such binding arbitration in accordance with the rules and procedures of the AAA then in effect which are incorporated herein by reference. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). The Bank shall pay all arbitration administrative related fees charged by JAMS or AAA and be solely responsible for payment of the arbitration fees. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, disputeorothermatterinquestionwouldbebarredbytheapplicablestatuteoflimitations.Any awardrenderedbyJAMSorAAAshallbefinalandbindingupontheparties,andasapplicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and maybeenteredinanycourt

havingjurisdictionthereof.Theobligationofthepartiestoarbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the Federal Arbitration Act. Any arbitration hereunder shall be conductedinSantaCruz,California,unlessotherwiseagreedto bytheparties.Arbitrationshall betheexclusivemeansofresolvingdisputessubjecttothisAgreement,andneithertheBanknor the Executive may file suit or seek relief in any other forum in connection with such claims. Disputes over whether a claim is subject to arbitration pursuant to this Agreement shall be resolved by the arbitrator.

21.Attorneys'FeesandCosts.Intheeventoflitigation,arbitrationoranyotheraction or proceeding between the parties to interpret or enforce this Agreement or any part thereof or otherwise arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its costs related to any such action or proceeding and its reasonable fees of attorneys, accountants and expert witnesses incurred by such party in connection with any such action or proceedingexcepttheBankshallnotbeentitledtorecoveranyfeeschargedbythearbitratorof JAMS or AAA even if deemed to be the prevailing party. Theprevailing party shall bedeemed to be the party which obtains substantially the relief sought by final resolution, compromise or settlement, or as may otherwise be determined by order of a court of competent jurisdiction in theeventoflitigation,anawardordecisionofoneormorearbitratorsintheeventofarbitration, or a decision of a comparable official in the event of any other action or proceeding. Every obligation to indemnify under this Agreement includes the obligation to pay reasonable fees of attorneys,accountantsandexpertwitnessesincurredbytheindemnifiedpartyinconnectionwith matters subject to indemnification.

22.EntireAgreement.ThisAgreementsupersedesanyandallotheragreements,either oralorinwriting,betweenthepartieswithrespecttotheemploymentoftheExecutivehereunder andcontainsallofthecovenantsandagreementsbetweenthepartieswithrespect thereto.Each party to this Agreement acknowledges that no other representations, inducements, promises, or agreements, oral orotherwise, have been madeby any party, oranyone acting on behalf of any party, which are not set forth herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on a party.

23.Modifications.AnymodificationofthisAgreementwillbeeffectiveonlyifitisin writing and signed by a party or its authorized representative.

24.Waiver.Thefailureofa partytoinsistonstrictcompliancewith anyoftheterms, provisions, covenants, or conditions of this Agreement by another party shall not be deemed a waiver of any term, provision, covenant, or condition, individually or in the aggregate, unless such waiver is in writing, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

25.PartialInvalidity.IfanyprovisioninthisAgreementisheldbyacourtofcompetent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall

nevertheless continue in full force and effect without being impaired or invalidated in any way.

26.Interpretation.This Agreement shall be construed without regard to the party responsible for the preparation of the Agreement and shall be deemed to have been prepared jointly by the pasties. Any ambiguity or uncertainty existing in this Agreement shall not be interpreted against either party, but according to the application of other rules of contract interpretation, if an ambiguity or uncertainty exists.

27.Governing Law and Venue.The laws of the State of California, other than those laws denominated choice of law rules, shall govern the validity, construction and effect of this Agreement.Anyactionwhichinanywayinvolvestherights,dutiesandobligationsoftheparties hereunderandisnotresolvedbybindingarbitrationshallbebroughtinthecourtsoftheStateof CaliforniaandvenueforanyactionorproceedingshallbeinSantaCruzCountyorintheUnited StatesDistrictCourtfortheNorthern.DistrictofCalifornia,andthepartiesherebysubmittothe personal jurisdiction of said courts.

28.PaymentsDueDeceasedExecutive.IftheExecutivedieswhileanemployeeofthe Bank, any payments that may be due the Executive from the Bank under this Agreement as of the date of death shall be paid to the Executive's heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, or any other legal or personal representatives.

29.Assignment/BindingEffect.ExceptasspecificallysetforthinthisAgreement,the Executivemaynotassign,delegate orotherwisetransferanyoftheExecutive'srights,benefits, duties or obligations under this Agreement without the prior written consent of the Bank, This Agreement shall inure to the benefit of and be binding upon the Bank and their respective successors and assigns, and the Executive and the Executive's heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives.

30.EffectofTerminationofEmploymentonCertainProvisions.Uponthetermination of Executive’s employment with the Bank, the obligations of the parties hereunder shall cease excepttheobligationstomakepayments,ifany,toorforthebenefitoftheExecutivefollowing termination, and provided that paragraphs 4, 5, 6, 7, 21, 22, 23, 25, 26, 27, 28, 29, 30, and 31 shall remain in full force and effect.

31.AdviceofCounselandAdvisors.TheExecutiveacknowledgesandagreesthatthe Bank has advised her to consult legal counsel of her choice regarding this Agreement and in furtherance thereof, the Bank agrees to pay up to five hundred dollars($500) of the expense incurredbytheExecutiveforsuchconsultationandadvice.TheExecutivefurtheracknowledges and agrees that she has read and understands the terms and provisions of this Agreement and prior to signingthis Agreement she hashad the advice ofcounsel and/orsuchotheradvisors as shedeemedappropriateinconnectionwithherreviewandanalysisofsuchtermsandprovisions of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written in the City of Santa Cruz, County of Santa Cruz, State of California.