EX-10.10

Exhibit 10.10

Execution Version

SPLITDOLLARLIFEINSURANCEAGREEMENT

THISSPLITDOLLARAGREEMENT(this “Agreement”)byandbetweenSantaCruz County Bank (the“Employer”) Angelo DeBarnardo (the“Executive”), made this 1stday of September2020,formalizestheagreementsandunderstandingbetweentheEmployerand theExecutive.

WITNESSETH:

WHEREAS,theExecutiveisemployedbytheEmployer;

WHEREAS, the Employer recognizes the valuable services the Executive has performedfor theEmployerand wishes to encouragetheExecutive’s continuedemployment andtoprovidetheExecutivewithadditionalincentivetoachievecorporateobjectives;

WHEREAS,theEmployerwishestoprovidethe termsandconditions uponwhichthe Employer shall share the death proceeds of certain life insurance policies with the Executive’s designated beneficiary;

NOW THEREFORE, in consideration of thepremises and of the mutual promises herein contained, the Employer and the Executive agree as follows:

ARTICLE 1

DEFINITIONS

Whenever used in this Agreement, the following terms shall have the meanings specified:

1.1    “AccruedBenefit”means the dollar value of theliabilitythatshould beaccrued by the Employer, under Generally Accepted Accounting Principles, for the Employer’s obligationto theExecutive undertheSalaryContinuationAgreement,calculated byapplying Accounting Standards Codification710-10.

1.2    “Administrator”meanstheBoardoritsdesignee.

1.3    “Beneficiary”means each designated person, or the estate of thedeceased Executive, entitled to benefits upon the death of theExecutive.

1.4    “Beneficiary Designation Form” means theform established from time to time bythe Administrator that theExecutive completes, signsand returns to the Administrator to designate one or more Beneficiaries.

1.5    “Board” meanstheBoardof DirectorsoftheEmployer.

1.6    “Cause” means any of thefollowing acts or circumstances: gross negligence or grossneglectofdutiestotheEmployer;conviction ofafelonyor ofagrossmisdemeanor involving moral turpitude in connection with the Executive’s employment with the Employer;orfraud,disloyalty,dishonestyorwillfulviolationofanylaworsignificant

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Employer policy committed inconnection withthe Executive’s employment and resultingin a material adverse effect on the Employer.

1.7    “Code”meanstheInternalRevenueCodeof1986,asamended.

1.8    “Insurer”meanstheinsurancecompanyissuing thePolicy.

1.9    “Net Death Proceeds”means the total death proceeds of the Policy minus the greater of (i) the Policy’s cash surrender value or (ii) the aggregate premiums paid on the Policy by the Employer.

1.10    “Policy” means the individual insurance policy or policies adopted by the Employer for purposes of insuring the Executive’s life under this Agreement.

1.11    “Salary Continuation Agreement” means the Salary Continuation Agreement betweenthe Executive and the Employer of even date herewith.

1.12    “Separation fromService”meansatermination oftheExecutive’semployment withtheEmployer for reasons other than death.ASeparationfromServicemay occur asof a specified date for purposes of the Agreement even if theExecutive continues to provide some services for the Employer after that date, provided that the facts and circumstances indicate that the Employer andthe Executivereasonably anticipatedatthat date that either no furtherservices would be performed after that date,or that thelevel of bona fideservices theExecutive would perform aftersuch date (whether asan employee or as an independent contractor) wouldpermanently decrease to no more than twenty percent (20%) of the average levelof bona fideservices performed over theimmediately preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Employer, if thatisless than thirty-six (36) months).ASeparation from Service will not be deemed to have occurred while the Executive is on military leave,sick leave, or other bona fide leaveofabsence iftheperiod ofsuch leave does not exceed six(6) months or,iflonger, the period for which a statute or contract provides the Executive with the right to reemployment with the Employer.If theExecutive’s leave exceeds six (6) months but the Executiveisnot entitledtoreemploymentundera statuteor contract,theExecutiveincurs aSeparationofServiceon thenextdayfollowingtheexpiration ofsuchsix(6) monthperiod. In determining whether a Separation of Service occurs the Administrator shall take into account, among other things, the definition of “service recipient” and“employer” set forth in Treasuryregulation§l.409A-l(h)(3).TheAdministratorshallhave full andfinal authority, to determine conclusively whether a Separation from Service occurs, and the date of such Separation from Service.

ARTICLE2

POLICYOWNERSHIP/INTERESTS

2.1    Employer’sInterest.TheEmployershallownthe Policyandshallhavetheright to exercise all incidents of ownership and the Employer may terminate a Policy without the consentoftheExecutive.TheEmployershallbethebeneficiaryoftheremainingdeath

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proceeds of the Policy after theExecutive’sinterest is determinedaccording to Section 2.2 below.

2.2    Executive’s Interest.TheExecutive,or the Executive’s assignee,shallhavethe right todesignate theBeneficiary ofanamountofdeath proceeds asspecifiedinthisSection 2.2.The Executive shall also have the right to elect and change settlement options with respect to the Executive’s interest by providing written notice to the Employer and the Insurer.

2.2.1    Death Prior toSeparation from Service.If the Executive dies prior to Separation fromService the Beneficiary shall beentitled to receive a death benefit in the amount of Five Hundred Thousand Dollars ($500,000).The Employer shall instruct the Insurer to pay this benefit in a lump sum within ninety (90) daysfollowing the death oftheExecutive.The Beneficiary shall be required to provideto the Employer the Executive’s death certificate.

2.2.2    DeathSubsequenttoSeparationfromService.IftheExecutivediesafter aSeparation fromService, theBeneficiary shall beentitled tothe amount determined according to the table below in lieu of any additional benefit under the Salary ContinuationAgreement.The Employer shall instruct the Insurer to pay this benefit in a lump sum within ninety (90) days following the death of the Executive.The Beneficiary shall be required to provide to the Employer the Executive’s death certificate.

ARTICLE 3

PREMIUMSANDIMPUTEDINCOME

3.1    Premium Payment.The Employer shall pay all premiums due on the Policy from its general assets.

3.2    Economic Benefit.The Employer shall determine the economic benefit attributable to the Executive based on thelifeinsurance premium factor for the Executive’s agemultiplied bythe aggregate death benefit payable to theBeneficiary.The“lifeinsurance premium factor”is the minimum factor applicable under guidance published pursuant to TreasuryReg.§1.61-22(d)(3)(ii) orany subsequentauthority.

3.3    Imputed Income.The Employer shall impute the economic benefit to the Executive on anannual basis, byadding the economic benefit to the Executive’s Form w-2.

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ARTICLE 4

GENERAL LIMITATIONS

4.1    Removal.Notwithstandingany provision of this Agreement to the contrary, neither the Executive nor the Beneficiary shall be entitled to any benefit hereunder if the Executive issubject to a final removal or prohibition order issued byan appropriate federal banking agency pursuant toSection 8(e) of the FederalDeposit Insurance Act.

4.2    SuicideorMisstatement.NobenefitsshallbepayableiftheExecutivecommits suicidewithintwo years after the date ofthis Agreement,oriftheInsurerdeniescoverage (i)formaterial misstatementsoffactmadebythe Executive onanyapplication forthePolicy, or(ii)for any otherreason;provided, however that the Employer shall evaluate the reason forthe denial,and uponadvice oflegal counsel and in its solediscretion, consider judicially challenging any denial.

4.3    Termination for Cause.Neither the Executive nor the Beneficiary shall be entitledto any benefits hereunderif theEmployer terminates the Executive’s service with the Employer for Cause.

ARTICLE 5

BENEFICIARIES

5.1    Designation of Beneficiaries.The Executive may designate any person to receive any benefits payable under the Agreement upon the Executive’s death, and the designation maybe changed from timeto time bytheExecutive byfilinga newdesignation. Each designation will revoke all prior designations by the Executive, shall be in the form prescribed by the Administrator and shall be effective only when filed in writing with the Administrator during the Executive’s lifetime.If theExecutive names someone other than the Executive’s spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Administrator,executed by the Executive’s spouse and returned to the Administrator.The Executive’sbeneficiary designation shallbedeemed automatically revokediftheBeneficiary predeceases the Executive or if theExecutive names a spouse as Beneficiary and the marriage is subsequently dissolved.

5.2    Absence of Beneficiary Designation.In the absence of a valid Beneficiary designation, or if,at thetime any benefit payment isdue toa Beneficiary, there is noliving Beneficiary validly named by the Executive, the Employer shall pay the benefit payment to the Executive’s spouse.If thespouse is not living then the Employer shall pay the benefit payment to the Executive’s living descendants per stirpes, and if there are no living descendants, to the Executive’s estate.In determining the existence or identity of anyone entitled toabenefit payment,the Employer mayrelyconclusively upon information supplied by theExecutive’spersonalrepresentative, executor,oradministrator.

5.3    FacilityofPayment.Ifadistribution istobemadetoaminor,ortoaperson who is otherwiseincompetent,then the Administratormay make such distribution:(i) tothe legalguardian,orifnone,toaparentofaminorpayeewithwhomthepayeemaintainshis

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or her residence; or (ii) to the conservator or administrator or,if none, to the person having custody of an incompetent payee.Anysuch distribution shall fully discharge the Employer and the Administratorfrom further liability on account thereof.

ARTICLE 6

ASSIGNMENT

TheExecutive mayirrevocably assignwithoutconsideration alloftheExecutive’s interestinthisAgreement toany person,entity,or trust.Inthe eventthe Executive shall transferalloftheExecutive’sinterest,thenalloftheExecutive’sinterestinthisAgreement shallbevestedintheExecutive’stransferee,whoshallbesubstituted asapartyhereunder, andtheExecutiveshallhavenofurtherinterestinthisAgreement.

ARTICLE7

INSURER

TheInsurershall beboundonlybythe termsofitsgivenPolicy.TheInsurershall not bebound byor deemed tohavenotice oftheprovisions ofthisAgreement.TheInsurershall have the right to rely on the Employer’s representations with regard to any definitions, interpretations or Policy interests as specifiedunderthis Agreement.

ARTICLES 8

ADMINISTRATION

8.1    Administrator Duties.The Administrator shall be responsible for the management, operation, and administration of theAgreement.When making a determination or calculation, the Administrator shall be entitled to rely on information furnished by theEmployer, Executive or Beneficiary.No provision of this Agreement shall beconstrued asimposingontheAdministrator anyfiduciarydutyunder ERlSA orotherlaw, or any dutysimilar to any fiduciary duty under ERISA orotherlaw.

8.2    Administrator Authority.The Administrator shall enforce this Agreement in accordance with its terms, shall be charged with the general administration of this Agreement, and shall have all powers necessary to accomplish itspurposes.

8.3    BindingEffectofDecision.Thedecisionoractionofthe Administratorwith respect to any question arising out of or in connection with the administration, interpretationorapplication ofthisAgreementand the rulesand regulations promulgated hereundershallbefinal,conclusiveandbindinguponallpersonshavinganyinterestinthis Agreement.

8.4    Compensation,Expensesand Indemnity.TheAdministratorshallservewithout compensation for services rendered hereunder.The Administrator is authorized at the expense of theEmployer to employ such legal counsel and recordkeeper as it may deem advisable to assist in the performance of itsduties hereunder.Expense and fees in connectionwiththe administration of this Agreement shall be paidby theEmployer.

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8.5    Employer Information. TheEmployershallsupplyfullandtimelyinformation totheAdministrator onallmatters relatingtothe Executive’s death,Separation fromService, and such other informationastheAdministratorreasonablyrequires.

8.6    Termination of Participation.If the Administrator determines in good faith thattheExecutivenolongerqualifiesasa memberofa selectgroupof management orhighly compensated employees, as determined in accordance with ERISA, theAdministrator shall have the right,initssolediscretion, to terminate.theExecutive’sparticipationhereunder.

ARTICLE9

CLAIMSANDREVIEWPROCEDURE

9.1    Claims Procedure.AClaimant who has not received benefits under this Agreement that heor she believes should bedistributed shall makeaclaim forsuch benefits as follows.

(a)    Initiation-WrittenClaim.TheClaimantinitiatesa claimby submitting to the Administrator awritten claim for the benefits.Ifsuch aclaim relatesto the contentsofanoticereceivedbytheClaimant,theclaimmustbemadewithinsixty (60) days after such notice was received by the Claimant.All other claims must be made within one hundredeighty (180) days of thedate on whichthe event that caused the claim to arise occurred.The claim must state with particularity the determination desired by the Claimant.

(b)    TimingofAdministrator Response.TheAdministrator shall respondto such Claimant within ninety (90) days after receiving the claim. If the Administrator determines that special circumstancesrequire additional time for processing the claim, theAdministrator can extend the response period byan additional ninety (90) days by notifying theClaimant in writing, prior to the end of theinitial ninety (90) day period, that an additionalperiod is required.The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(c)    Notice ofDecision.IftheAdministrator denies partorall oftheclaim, the Administrator shall notify the Claimant in writing of such denial.The Administrator shall write the notification in a manner calculated to be understood by theClaimant.The notificationshall setforth:(i)the specificreasons for thedenial; (ii) a reference tothespecific provisions of thisAgreement on which thedenial is based;(iii)adescriptionofanyadditionalinformation ormaterial necessa5ryforthe Claimant to perfect the claim and an explanation of why it is needed; (iv) an explanationofthisAgreement’sreviewproceduresandthetimelimitsapplicableto such procedures; and (v) astatement oftheClaimant's right to bringa civilaction underERISASection502(a)followinganadversebenefitdeterminationonreview.

9.2    Review Procedure.If theAdministrator denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review by the Administrator of the denial as follows.

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(a)    Initiation - Written Request.To initiate the review, the Claimant, within sixty (60) days after receiving the Administrator’s notice of denial, must file with the Administrator a written request for review.

(b)    Additional Submissions - Information Access.TheClaimantshall then have the opportunity to submit written comments, documents, records and other information relatingto theclaim.TheAdministrator shall also provide the Claimant, upon request and free of charge, reasonable access to, and copies of,all documents, records and other informationrelevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits.

(c)    Considerations on Review.In considering the review, the Administrator shall take into account all materials and information the Claimant submits relating to the claim, without regard to whether such information was submittedor consideredin theinitialbenefit determination.

(d)    TimingofAdministrator Response.TheAdministrator shall respond in writingtosuch Claimant within sixty(60) daysafter receivingtherequest for review. If theAdministratordeterminesthat special circumstancesrequire additionaltime for processing the claim, the Administrator can extend the response period by an additional sixty (60) days bynotifying the Claimant inwriting, priorto the end of the initial sixty (60) day period, that an additional period is required.The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(e)    Notice of Decision.The Administrator shall notify the Claimant in writing of its decision on review.The Administrator shall write the notification in a mannercalculatedtobeunderstoodbytheClaimant.Thenotificationshallsetforth: (i)the specific reasonsforthe denial; (ii) a reference tothe specific provisions ofthis Agreement on which the denial isbased; (iii)astatement thattheClaimant isentitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations)tothe Claimant’s claimforbenefits;and(iv)astatementoftheClaimant’s right to bringa civil action under ERISA Section 502(a).

ARTICLE10

AMENDMENTS AND TERMINATION

This Agreement may be amended only by a written agreement signed by both the Employer and the Executive.In the event that the Employer decides to maintain the Policy aftertermination oftheAgreement, the Employer shallbethedirectbeneficiaryoftheentire death proceeds of thePolicy.

ARTICLE 11

MISCELLANEOUS

11.1    No Effect on Employment Rights.This Agreement constitutes the entire agreementbetween the Employer and the Executive as to the subject matter hereof.No rights are granted to the Executive byvirtue of thisAgreement other than those specifically setforthherein.NothingcontainedhereinwillconferupontheExecutivetherighttobe

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retainedin theserviceofthe Employernorlimitthe rightofthe Employertodischargeor otherwisedeal with theExecutive withoutregard to the existencehereof.

11.2    State Law.To the extent not governed by ERISA, theprovisions of this Agreement shall be construed and interpreted according to the internal law of the State of California without regard to its conflicts of laws principles.

11.3    Validity.Incaseanyprovision ofthisAgreement shallbeillegalorinvalidfor any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall beconstrued and enforced as ifsuch illegal or invalid provision had never been inserted herein

11.4    Notice.Any notice, consent or demandrequired orpermittedto be given to the Employer or Administrator under this Agreement shall be sufficient if in writing and hand-delivered or sent by registered or certified mail to the Employer’s principal business office.Anynoticeorfilingrequired or permitted to begiven tothe Executive or Beneficiary under this Agreement shallbe sufficient if in writing and hand-delivered or sent by mail to the last known address of theExecutive or Beneficiary, as appropriate.Any notice shall be deemed given as of thedate ofdeliveryor,if delivery is made by mail,as of thedateshown onthepostmarkor onthereceipt for registrationor certification.

11.5    Headings and Interpretation.Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed part of this Agreement.Wherever the fulfillment of theintent and purpose of this Agreement requires andthe contextwillpermit, theuse of themasculine gender includesthe feminine anduse of thesingular includes the plural.

11.6    Coordination withOther Benefits.The benefits provided for the Executive or the Beneficiary under this Agreement are in addition to any other benefits available to the Executive underanyother plan or program foremployees of the Employer.ThisAgreement shall supplement andshall notsupersede, modify, or amend anyothersuch plan or program except as may otherwise be expressly providedherein.

11.7    Inurement.ThisAgreementshallbebindingupon andshall inure tothebenefit of theEmployer, its successor and assigns, and the Executive, the Executive’s successors, heirs, executors, administrators, and the Beneficiary.

11.8    Entire Agreement.This Agreement, along with the Beneficiary Designation Form, constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof.No rights are granted to the Executiveunder this Agreement other than those specifically setforth herein.

IN WITNESS WHEREOF, theExecutive anda dulyauthorizedrepresentativeofthe Employer have signed this Agreement.

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