**** The Banc Funds Company, L.L.C. (“TBFC”) serves as general partner to the entities that serve as general partners of each of Banc Fund VI L.P., an Illinois Limited Partnership (“BF VI”), the record holder of 120,701 shares of Common Stock; Banc Fund VII L.P., an Illinois Limited Partnership (“BF VII”), the record holder of 252,407 shares of Common Stock; and Banc Fund VIII L.P., an Illinois Limited Partnership (“BF VIII”), the record holder of 393,918


***	Private Management Group, Inc., a California corporation is the record holder of 931,260 shares of Common Stock; Private Management Group, Inc. is an investment advisor.

****

The Banc Funds Company, L.L.C. (“TBFC”) serves as general partner to the entities that serve as general partners of each of Banc Fund VI L.P., an Illinois Limited Partnership (“BF VI”), the record holder of 52,571 shares of Common Stock; Banc Fund VII L.P., an Illinois Limited Partnership (“BF VII”), the record holder of 247,407 shares of Common Stock; Banc Fund VIII L.P., an Illinois Limited Partnership (“BF VIII”), the record holder of 452,140 shares of Common Stock; and Banc Fund IX L.P., an Illinois Limited Partnership (“BF IX”), the record holder of 8,200 shares of Common Stock. TBFC is an Illinois corporation whose principal shareholder is Charles J. Moore.

*****Basswood Capital Management, L.L.C., a Delaware limited liability company, is the record holder of 624,443 shares of Common Stock. Matthew Lindenbaum serves as managing member.

(1)

Includes ~~25,000~~15,000 shares which may be acquired within 60 days of the Record Date upon the exercise of options granted pursuant to the Central Valley Community Bancorp 2000 Stock Option Plan (the “2000 Plan”) and ~~2,000~~6,000 shares which may be acquired upon the exercise of options granted pursuant to the 2005 Omnibus Incentive Plan (the “2005 Plan”). Also includes 3,000 shares of restricted stock granted pursuant to the 2005 Plan.


(2)	Includes 350 shares of restricted stock granted to Mr. Carman on July 16, 2014 pursuant to the 2005 Plan.

(3)

Includes 87,120 shares held as trustee for the Bradley and Joanne Quinn Living Trust as to which Mr. Cunningham disclaims beneficial ownership and 122,508 shares held under a power of attorney executed in favor of Mr. Cunningham by Eric Quinn as to which Mr. Cunningham disclaims beneficial ownership. Also includes 15,000 shares which may be acquired upon the exercise of options granted pursuant to the 2000 Plan and ~~2,000~~6,000 shares which may be acquired upon the exercise of options granted pursuant to the 2005 Plan. Also includes 3,000 shares of restricted stock granted to Mr. Cunningham on July 16, 2014 pursuant to the 2005 Plan.

~~(3)~~(4)

Includes ~~107,507~~75,748 shares held as trustee for the Central Valley Community Bank Retirement plan as to which Mr. Doyle disclaims beneficial ownership. Also includes ~~25,000~~15,000 shares which may be acquired upon the exercise of options granted pursuant to the 2000 Plan and ~~2,000~~6,000 shares which may be acquired upon the exercise of options granted pursuant to the 2005 Plan. Also includes 3,000 shares of restricted stock granted to Mr. Doyle on July 16, 2014 pursuant to the 2005 Plan.


~~(4)~~(5)	Includes 9,210 shares owned of record by Mr. Elliott, IV’s daughter and 331,813 shares held under a power of attorney executed in favor of Mr. Elliott, IV by F.T. Elliott, III as to which Mr. Elliott, IV disclaims beneficial ownership. Also includes 3,000 shares of restricted stock granted to Mr. Elliott, IV on July 16, 2014 pursuant to the 2005 Plan.


(6)	Includes 8,905 shares of restricted stock granted to Mr. Ford on March 19, 2014 pursuant to the 2005 Plan. Also includes 9,268 shares of restricted stock granted to Mr. Ford on March 19, 2015 pursuant to the 2005 Plan.


(7)	Includes 17,500 shares which may be acquired upon the exercise of options granted pursuant to the 2000 Plan and ~~1,000~~3,000 shares which may be acquired upon the exercise of options granted pursuant to the 2005 Plan. Also includes 1,000 shares of restricted stock granted to Mr. Kinross on July 16, 2014 pursuant to the 2005 Plan.

~~(5)~~(8)

Includes 1,608 shares held by Mr. McDonald’s spouse, 28,136 shares held in a family trust, and ~~25,000~~15,000 shares which may be acquired upon the exercise of options granted pursuant to the 2000 Plan and ~~2,000~~6,000 shares which may be acquired upon the exercise of options granted pursuant to the 2005 Plan. Also includes 3,000 shares of restricted stock granted to Mr. McDonald on July 16, 2014 pursuant to the 2005 Plan.

~~(6)~~(9)

Includes 52,536 shares held as Trustee of the Charles McMurray Living Trust, 52,548 shares held as Trustee of the Jed McMurray Living Trust, ~~498,205~~508,205 shares held as Trustee of the Louis McMurray Living Trust, 64,263 shares held as Trustee of the Lou and Dena McMurray Living Trust, and ~~25,000~~15,000 shares which may be acquired upon the exercise of options granted pursuant to the 2000 Plan and ~~2,000~~6,000 shares which may be acquired upon the exercise of options granted pursuant to the 2005 Plan. Also includes 3,000 shares of restricted stock granted to Mr. McMurray on July 16, 2014 pursuant to the 2005 Plan.


~~(7)~~(10)	Includes ~~11,500~~7,500 shares which may be acquired upon exercise of options granted pursuant to the 2000 Plan and ~~1,000~~3,000 shares which may be acquired upon the exercise of options granted pursuant to the 2005 Plan. Also includes 1,000 shares of restricted stock granted on July 16, 2014 pursuant to the 2005 Plan.


~~(8)~~(11)	Includes ~~15,000~~15,500 shares which may be acquired upon the exercise of options granted pursuant to the 2005 Plan. Also includes 1,000 shares of restricted stock granted to Ms. Shaw on July 16, 2014 pursuant to the 2005 Plan.

~~(9)~~(12)

Includes 6,116 shares owned of record by Mr. Weirick’s wife and ~~25,000~~15,000 shares which may be acquired upon the exercise of options granted pursuant to the 2000 Plan and ~~2,000~~6,000 shares which may be acquired upon the exercise of options granted pursuant to the 2005 Plan. Also includes 3,000 shares of restricted stock granted to Mr. Weirick on July 16, 2014 pursuant to the 2005 Plan.

On August 18, 2011, the Company entered into a Securities Purchase Agreement with the Small Business Lending Fund of the United States Department of the Treasury (the “Treasury”), under which the Company issued 7,000 shares of Senior Non-Cumulative Perpetual Preferred Stock, Series C to the Treasury for an aggregate purchase price of $7,000,000. The Series C Preferred Stock is non-voting, other than class voting rights on (i) any authorization or issuance of shares ranking senior to the Series C Preferred Stock, (ii) any amendment to the rights of the Series C Preferred Stock, or (iii) any merger, exchange or similar transaction which would adversely affect the rights of the Series C Preferred Stock.

If dividends on the Series C Preferred Stock are not paid in full for six dividend periods, whether or not consecutive, the holders of the Series C Preferred Stock will have the right to elect 2 directors. The right to elect directors will end when full dividends have been paid for four consecutive dividend periods. The Company has paid all scheduled dividend payments as of December 31, 2012.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

PROPOSAL NO. 1

ELECTION OF DIRECTORS OF THE COMPANY

The Bylaws of the Company provide a nomination procedure for election of members of the Board of Directors, which procedure is printed in full in the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement. Nominations not made in accordance therewith may, in his or her discretion, be disregarded by the Chairman of the Annual Meeting and, upon his or her instruction, the inspectors of election shall disregard all votes cast for such nominee(s).

The Bylaws of the Company provide that the Board will consist of not less than seven (7) and not more than thirteen (13) directors. The number of directors is set by the Board and is currently set at ~~eight (8)~~ten (10). The authorized number of directors to be elected at the Annual Meeting is ~~eight (8)~~ten (10). Each director will hold office until the next Annual Meeting of Shareholders and until his or her successor is elected and qualified.

All Proxies will be voted for the election of the following ~~eight (8)~~ten (10) nominees recommended by the Board of Directors, all of whom are incumbent directors, unless authority to vote for the election of directors is withheld. If any of the nominees should unexpectedly decline or be unable to act as a director, the Proxies may be voted for a substitute nominee to be designated by the Board of Directors. The Board of Directors has no reason to believe that any nominee will become unavailable and has no present intention to nominate persons in addition to or in lieu of those named below. There is no family relationship between any of the directors or principal officers.

The following is a brief account of the business experience for at least the past five years of each nominee and each executive officer of the ~~Company.~~Company or of the Bank.

PATRICK J. CARMAN was named Executive Vice President and Chief Credit Officer of the Company and Bank on April 1, 2015 after serving as Senior Vice President and Senior Credit Officer since November 2008. Mr. Carman previously worked eight years for Service 1st Bank, initially as Senior Vice President and Chief Credit Officer then as President and Chief Operating Officer.

SIDNEY B. COX retired from Producers Cotton Oil in April 1988 and is the sole owner of Cox Communications, a public relations and agricultural consulting firm. Mr. Cox is a long standing member of the Board of Directors. His familiarity with the Company’s personnel and operations, in addition to his knowledge of our geographic markets and our client base, were considered in re-nominating him to serve as a director of the Company.

DANIEL N. CUNNINGHAM is the ~~Chairman of the Boards of Directors~~Lead Independent Director of the Company and the Bank. Mr. Cunningham is a Director of Quinn Group, Inc. and served as its Chief Financial Officer. Mr. Cunningham is a long standing member of the Board of Directors. His familiarity with the Company’s personnel and operations, in addition to his knowledge of our geographic markets and our client base, were considered in re-nominating him to serve as a director of the Company. Mr. Cunningham is a certified public accountant and is the audit committee’s financial expert.

EDWIN S. DARDEN, JR. is a certified architect of Darden Architects, Inc., an architectural firm in Fresno, California. Mr. Darden is a long standing member of the Board of Directors. His familiarity with the Company’s personnel and operations, in addition to his knowledge of our geographic markets and our client base, were considered in ~~re-nominating~~renominating him to serve as a director of the Company.

DANIEL J. DOYLE,the Chairman of the Boards of Directors of the Company and the Bank, retired from the Company and Bank on January 31, 2015. Mr. Doyle became President and Chief Executive Officer of the Company upon its organization in 2000, and ~~has~~ served as ~~President and~~ Chief Executive Officer of the Bank since June 1998. From March 1995 until joining the Bank, Mr. Doyle was Senior Vice President and Regional Manager of U.S. Bank. Prior to that, Mr. Doyle served as President and Chief Executive Officer of U.S. Bank of California. Mr. Doyle is a long standing member of the Board of Directors. His familiarity with the Company’s personnel and operations, in addition to his knowledge of our geographic markets and our client base, were considered in ~~re-nominating~~renominating him to serve as a director of the Company.

F. T. “TOMMY” ELLIOTT, IV is the Chairman and owner of Wileman Bros. & Elliott, Inc., a grower, packer and shipper of California fresh citrus. Mr. Elliott also serves as Chairman and owner of Kaweah Container, Inc., a premier independent corrugated manufacturer. Mr. Elliott previously served as chairman of the board of directors of Visalia Community Bank. prior to its 2013 merger with the Bank. He joined the Board of Directors of the Company in July 2013 and the Board of Directors of the Bank in October 2013. Mr. Elliott’s familiarity with the Company’s personnel and operations, in addition to his knowledge of our geographic markets and our client base, were considered in renominating him to serve as a director of the Company.

JAMES M. FORD became President and Chief Executive Officer of the Company on February 1, 2015. Mr. Ford had served as President of the Bank since February 1, 2014. Mr. Ford had previously served as the President and CEO for Premier West Bank and its holding company PremierWest Bancorp, based in Medford, Oregon, until it was

acquired by Starbuck Bancshares in April 2013. Mr. Ford served as President for PremierWest Bank beginning in 2006 and was named President and CEO for PremierWest Bank and Bancorp in 2009. He was appointed as a member of the Board of Directors effective as of February 1, 2015.

DAVID A. KINROSS was named ~~Senior~~Executive Vice President and Chief Financial Officer of the Company in May 2006. Prior to that time, Mr. Kinross served for three years as Vice President Finance and Chief Financial Officer of Pelco, and for 13 years prior to that served in various capacities including Partner with Deloitte & Touche LLP.

STEVEN D. McDONALD is the Secretary of the Boards of Directors of the Company and the Bank. Mr. McDonald is President of McDonald Properties, Inc., with interests in cattle ranching, mobile home park management and other investments. Mr. McDonald is also the owner/broker of SDM Realty, specializing in ranch brokerage. Mr. McDonald is a long standing member of the Board of Directors. His familiarity with the Company’s personnel and operations, in addition to his knowledge of our geographic markets and our client base, were considered in ~~re-nominating~~renominating him to serve as a director of the Company.

LOUIS McMURRAY is President of Charles McMurray Company, a wholesale hardware company with outlets in Fresno and Sacramento. Mr. McMurray is a long standing member of the Board of Directors. His familiarity with the Company’s personnel and operations, in addition to his knowledge of our geographic markets and our client base, were considered in ~~re-nominating~~renominating him to serve as a director of the Company.

GARY D. QUISENBERRY became ~~Senior~~Executive Vice President, Commercial and Business Banking of the Bank in February 2000. For fifteen years prior to that time, Mr. Quisenberry was Senior Vice President, Business Banking Manager, Manager of Special Assets and Manager of Consumer Lending for California Federal Bank.

LYDIA E. SHAW became ~~Senior~~Executive Vice President of the Bank in October 2007. Ms. Shaw was named manager of ~~Consumer and Retail~~Community Banking of the Bank in December 2007. Prior to that time, Ms. Shaw served as Vice President, Division Manager for Washington Federal Savings located in Seattle, Washington. For eight years prior to that time, Ms. Shaw served as Director of Business Relationships for Twinstar Credit Union located in Olympia, Washington.

WILLIAM S. SMITTCAMP is the President and owner of Wawona Frozen Foods and is involved as a principal in other family-related businesses. Mr. Smittcamp is a long standing member of the Board of Directors. His familiarity with the Company’s personnel and operations, in addition to his knowledge of our geographic markets and our client base, were considered in ~~re-nominating~~renominating him to serve as a director of the Company.

THOMAS L. SOMMER will retire effective as of April 30, 2015. Mr. Sommer became ~~Senior~~Executive Vice President and Credit Administrator of the Company upon its organization in 2000, and was named ~~Senior~~Executive Vice President and Chief Credit Officer of the Bank in December 1999 after serving as Vice President Manager of Credit Review and Special Assets since August 1998.

JOSEPH B. WEIRICK was President and General Manager of Weirick and Co., operators of China Peak Ski Area, from 1964 to 1978. Mr. Weirick is presently involved in personal investments. Mr. Weirick is a long standing member of the Board of Directors. His familiarity with the Company’s personnel and operations, in addition to his knowledge of our geographic markets and our client base, were considered in ~~re-nominating~~renominating him to serve as a director of the Company.

Meetings and Committees of the Board of Directors

The Board of Directors of the Company conducts its business through meetings of the Company’s Board of Directors, Executive and Directors Resources Committee, Nominating Committee, Strategic Planning Committee and Audit/Compliance Committee, and through committees of the Bank’s Board of Directors. The Company became the holding company for the Bank on November 15, 2000. Currently, the Audit/Compliance Committee of the Bank’s Board of Directors makes recommendations to the Audit/Compliance Committee of the Company’s Board of Directors. During ~~2012~~2014, the Company’s Board of Directors held 12 meetings. All Directors attended at least 75% of the meetings during ~~2012~~2014. The positions of Chairman of the Board of Directors and Chief Executive Officer are held by separate individuals.

Executive/Directors Resources Committee

The Executive/Directors Resources Committee performs the function of a compensation committee for the Company and the Bank. All of the members of the Executive/Directors Resources Committee are independent directors as defined under the rules of the NASDAQ Stock Market, Inc. as currently in effect. The Committee is composed of Mr. Cunningham as Chairman, and Messrs. Darden, McMurray, and Smittcamp. The Committee has adopted a charter that outlines its policy with respect to executive and directors’ compensation and equity awards and incentive compensation awards and plans.

A copy of the ~~Company’s~~ Executive/Directors Resources Committee Charter may be accessed electronically at the Company website at www.cvcb.com or by writing Cathy Ponte, Assistant Corporate Secretary, Central Valley Community Bancorp, 7100 N. Financial Drive, Suite 101, Fresno, California 93720.

The Committee held ~~one meeting~~four meetings during ~~2012~~2014. The Committee; (1) oversees matters relating to employment, compensation and management performance of key executive officers; (2) formally evaluates the performance of the President/CEO annually; (3) makes recommendations to the full Board for compensation and other benefits, including incentives, deferred compensation plans and stock options for the President/CEO and other key executive officers; (4) reviews and makes recommendations to the Board regarding retirement policies or any other policies relating to Board members; and (5) makes recommendations regarding fees, stock option grants and other benefits for the Directors.

Nominating Committee

The Nominating Committee is composed of Mr. Cunningham as Chairman, and Messrs. Darden, McMurray, and Smittcamp. All of the members of the Committee are independent directors as defined under the rules of the NASDAQ Stock Market, Inc. as currently in effect.

The Committee held one meeting during ~~2012~~2014. The Committee makes recommendations for the nomination of directors to the full Board. All of the nominees for the Board of Directors were approved by the Nominating Committee.

The Committee adopted a charter which outlines its policy with respect to considering director candidates. A copy of the ~~Company’s~~ Nominating Committee ~~charter~~Charter may be accessed electronically at the Company website at www.cvcb.com or by writing Cathy Ponte, Assistant Corporate Secretary, Central Valley Community Bancorp, 7100 N.

Financial Drive, Suite 101, Fresno, California 93720. The Committee considers suggestions from many sources, including shareholders, regarding possible candidates for director. In order for shareholder suggestions regarding possible candidates for director to be considered by the Committee, such information should be provided to the Committee in writing at least 60 days prior to the date of the next scheduled Annual Meeting. Shareholders should include in such communications the name and biographical data of the individual who is the subject of the communication and the individual’s relationship to the shareholder. The Committee does not set specific criteria for directors but believes the Company is well served when its directors bring to the Board a variety of experience and backgrounds, evidence leadership in their particular fields, demonstrate the ability to exercise sound business judgment and have substantial experience in business and outside the business community in, for example, the academic or public communities. The Committee evaluates its selection criteria and evaluation process periodically, and may in the future include additional qualifications, such as the diversity of backgrounds of candidates. Each of the individuals nominated to serve as a director has been determined by the Committee to meet such qualifications. The Committee considers shareholder nominees for director in the same manner as nominees for director from other sources. As set forth in the Notice of Annual Meeting that accompanies this Proxy Statement, the Company’s Bylaws require that notice of intention to make any nomination must be delivered to the President of the Corporation on a timely basis and must contain certain information. Please refer to the Notice of Annual Meeting. Any such notices will be forwarded to the Committee.

Strategic Planning Committee

The Committee develops, along with the Board and management, the Company’s Strategic Plan. It also is responsible for reviewing potential locations for offices of the Bank, overseeing premises-related matters, and reviewing feasibility of potential mergers/acquisitions. Members of the Strategic Planning Committee are Mr. McMurray, Chairman, and Messrs. Cunningham, Darden, Doyle, McDonald, and Smittcamp. The Committee met two times in ~~2012~~2014.

Audit/Compliance Committee

The Audit/Compliance Committee of the Company’s Board of Directors is composed of Mr. McDonald as Chairman, and Messrs. Cunningham, Cox, Elliott, IV, and Weirick. In accordance with its charter, all of the members of the Audit/Compliance Committee are independent directors as defined under the rules of the SEC and the NASDAQ Stock Market, Inc. as currently in effect. The Board of Directors has determined that Mr. Cunningham is an “audit committee financial expert” as defined under applicable Securities and Exchange Commission rules.

The Company’s Audit/Compliance Committee held eight meetings during ~~2012~~2014. The functions of the Audit/Compliance Committee are to recommend the appointment of and to oversee the independent registered public accounting firm who audits the books and records of the Company for the fiscal year for which they are appointed, to approve each professional service rendered by such accountants and to evaluate the possible effect of each such service on the independence of the Company’s accountants. The Audit/Compliance Committee also reviews internal controls and reporting procedures of the Bank’s branch offices, periodically consults with the independent registered public accounting firm with regard to the adequacy of internal controls and reviews, recommends inclusion of the audited consolidated financial statements in regulatory reports, and reviews and discusses with management the Company’s major financial risk

exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

Report of Audit/Compliance Committee

~~NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY’S FILINGS UNDER THE SECURITIES ACT OF~~Notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933 ~~OR THE SECURITIES EXCHANGE ACT OF~~or the Securities Exchange Act of 1934, ~~THE FOLLOWING REPORT OF THE AUDIT/COMPLIANCE COMMITTEE SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.~~the following report of the Audit/Compliance Committee shall not be incorporated by reference into any such filings and shall not otherwise be deemed filed under such acts, except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

The Audit/Compliance Committee of the Central Valley Community Bancorp Board of Directors (the Audit Committee) is composed of independent directors and operates pursuant to a Charter adopted by the Board. A copy of the Company’s Audit Committee charter may be accessed electronically at the Company website at www.cvcb.com or by writing Cathy Ponte, Assistant Corporate Secretary, Central Valley Community Bancorp, 7100 N. Financial Drive, Suite 101, Fresno, California 93720. The members of the Audit Committee are Steven D. McDonald, ~~Chairman,~~Chairman; Daniel N. ~~Cunningham,~~Cunningham; Sidney B. ~~Cox,~~Cox; F.T. “Tommy” Elliott, IV; and Joseph B. Weirick. The Audit Committee recommends to the Board of Directors, subject to shareholder ratification, the selection of the Company’s independent ~~accountants~~registered public accounting firm, Crowe Horwath LLP. All participants in the Audit Committee, except for Mr. ~~Cox,~~Elliott, IV, attended at least 75% of the meetings of the Audit Committee during ~~2012~~2014.

The function of the Audit Committee is to assist the Board of Directors in its oversight of the Company’s financial reporting process. As set forth in the Charter, management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements, and maintaining appropriate accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable

laws and regulations. The independent registered public accounting firm is responsible for planning and carrying out appropriate audits and reviews, auditing the Company’s consolidated financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Committee has considered and discussed the consolidated audited financial statements with management, and the independent registered public accounting firm, with, and without, management present. The Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by ~~Statement on~~Public Company Accounting Oversight Board (PCAOB) Auditing Standards No. ~~61,~~16, Communication with Audit Committees, as currently in effect. The Committee has also discussed with management and the independent registered public accounting firm the quality and adequacy of the internal controls of the Company. Finally, the Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as currently in effect, and has discussed with them their independent status. The independent registered public accounting firm did not perform any prohibited services for the Company.

The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not experts in the fields of accounting or auditing, including in respect to auditor independence. Members of the Committee rely without independent verification on the information provided to them and on the representations made by management and the independent accountants. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with auditing standards generally accepted in the United States of America, that the financial statements are presented in accordance with accounting principles generally accepted in the United States of America, or that the Company’s independent registered public accounting firm are in fact “independent”.

Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Committee referred to above and in its Charter, the Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2012~~2014 to be filed with the Securities and Exchange Commission.

SUBMITTED BY THE AUDIT/COMPLIANCE COMMITTEE

OF THE COMPANY’S BOARD OF DIRECTORS

Steven D. McDonald (Chairman)

Daniel N. Cunningham

Sidney B. Cox

F.T. “Tommy” Elliott, IV

Joseph B. Weirick

March ~~20, 2013~~
18, 2015

~~EXECUTIVE COMPENSATION~~

COMPENSATION DISCUSSION AND ANALYSIS

The Executive/Directors Resources Committee (the “Committee”) of the Board of Directors reviews human resources issues and compensation relating to the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and three most highly compensated executive officers who were serving as executive officers at the end of the last completed fiscal year (collectively, The “Named Executive Officers” or “NEOs”). The NEOs are identified in the Summary Compensation Table, below.

The Committee establishes the compensation plans and specific compensation of the NEOs with input from the CEO. The Committee reviews executive compensation annually referring to periodic outside reviews of California peers as well as national peers utilizing the California Bankers Association Salary Survey, salary and benefits information from the California Department of ~~Financial Institutions~~Business Oversight and other databases.

The Company’s compensation programs and policies are designed to enhance shareholder value by aligning the financial interest of the executive officers of the Company with those of the Company’s shareholders. The compensation program has two goals: To help the Company compete with other financial entities to attract and retain highly qualified individuals as executive officers; and to pay executive officers based upon their contribution to the Company’s performance and the executive officers’ estimated future contribution to the success of the Company.

The incentive plan for ~~2012~~2014 was designed to support the Company’s goals related to asset quality, growth and CAMELS ratings as determined in annual Safety & Soundness examinations by our state and federal regulators. The

Committee met during ~~2012~~2014 at least as often as required under any other federal law to review compensation of senior management, and to ensure that such compensation is not structured in any way that would encourage the ~~senior~~executive management to take excessive risks in light of their job responsibilities.

Salaries, non-equity incentives, and perquisites of executive officers are paid in cash and reviewed annually. The long-term compensation components (equity incentives and post-termination benefits) are reviewed in the context of the other compensation provided to executives, but adjustments to long-term compensation are not necessarily made annually.

Equity compensation and post-termination benefits are intended to provide retention incentives to executives, and are not specifically intended to reward current performance. Salary, incentive and perquisite compensation are related to, and affected by, current performance.

Stock options and restricted Common Stock are awarded to encourage key employees to remain with the Company and provide employees with a long-term interest in the Company’s overall performance. The Company intends to retain the flexibility necessary to provide total cash compensation in line with competitors’ practices, the Company’s compensation philosophy, and the Company’s best interests, including compensation that may not be deductible for tax purposes.

Components of Executive Officer Compensation

The primary components of executive compensation are base salaries, incentive compensation and long-term compensation, which includes 401(k) match and profit sharing, equity compensation, health and welfare benefits and benefits from a salary continuation plan.

BASE SALARIES:

Base salaries for our executive officers are based on the scope of their responsibilities as well as review of competitive compensation data from a comparison group of financial services companies. The Committee approves and the Board of Directors ratifies, the annual base salary for the CEO, President, CFO and other NEOs. Base salaries are reviewed annually, and increased from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience. Salary ranges and midpoints for all employees are based on market analysis within the banking industry in California.

The base ~~salary~~salaries for the CEO and for the President for ~~2012~~2014 ~~was~~were determined by (i) examining the Company’s performance against its preset goals, (ii) comparing the Company’s performance against its peer group competitors, (iii) evaluating the effectiveness and performance of the CEO and of the President, and (iv) comparing the base salary of the CEO and of the President to that of other chief executive officers in the Company’s peer group. The total compensation received by the Company’s CEO and the President is detailed in the Summary Compensation Table.

INCENTIVE COMPENSATION:

The Committee determines the amount of annual incentive compensation payable to executive officers, if performance goals are met, subject to a maximum limit on the incentive compensation.

The CEO’s annual incentive compensation was based on an incentive target multiplied by a performance modifier. The incentive target for ~~2012~~2014 was ~~$167,750 (55%~~$195,000 (60% percent of his base salary at January 1, ~~2012~~2014). Eighty percent (80%) of the incentive represents Bank performance, including criteria for net income, direct expenses, operating revenue, loans, deposits, investment management, classified loans to capital, Community Reinvestment Act (CRA) loan goals, classified loans and past due loans, and 20% of the incentive target represents subjective judgment of management performance in such areas as strategic planning leadership, marketing, regulatory compliance, community involvement, franchise value and stockholder relations. The total incentive target attained can be adjusted up or down based on a performance modifier. The performance modifier was determined based on the outcome of regulatory exams, regulators’ rating for the Bank and outside and internal audit outcomes. Mr. Doyle’s ~~2012~~2014 incentive compensation totaled ~~$190,000,~~$176,000, consisting of ~~88.8%~~90.26% of his incentive target for the Bank’s performance component in ~~2012~~2014 and, for outstanding performance, his incentive for the management component was ~~25%~~20% of his ~~2012~~2014 incentive target. See the Summary Compensation Table below for further information.

The Company has a Senior Management Incentive Plan (SMIP) to provide annual incentive compensation to attract, retain, and motivate key executives of the Company, other than the CEO. The SMIP is tied to financial achievements for the Bank and Company which are set annually. The executive must be employed on the last day of the fiscal year to receive payment under the SMIP. The Committee has discretion to determine which executives are eligible to participate in the SMIP, to determine the bases for and the amount of any incentive awards and to consider any additional or extraordinary performance factors for a particular participant. Where an executive is responsible for a

particular business unit or division, performance goals are weighted based on operational performance of those units. Where an executive has broader corporate responsibilities, such as the CFO, goals are based on particular objectives set by the Committee. For ~~2012~~2014, Mr. Ford’s total incentive compensation was based on a target of 60% of his prorated 2014 salary. For 2014, Messrs. Kinross, Quisenberry and Sommer, and Ms. Shaw’s total incentive compensation was based on a target bonus of 30% of their respective 2014 salaries. In each case, incentive compensation was determined utilizing base salary as of February 1, ~~2012~~2014 which was weighted 50% for targeted Company level thresholds of performance and 50% for individual targeted performance thresholds. Bank performance thresholds include consolidated net income and total direct Bank non-interest expenses. Individual thresholds include, loans, deposits, net charge offs, classified loans to capital, past due loans, CRA goals, investments, and a management component. Following determination of the target incentive amount based on achievement of threshold performance, the The total target bonus could then be further attained can be adjusted up or down based on a performance ~~modifier.~~modifier depending on . The performance modifier is based on the outcome of regulatory exams, regulators’ rating for the Bank and outside and internal audit outcomes.

Incentive compensation payments for ~~2012~~2014 for each executive officer are detailed in the Summary Compensation Table on page ~~14.~~16.

LONG-TERM INCENTIVE COMPENSATION:

401(k)/Profit Sharing Plan:

The Company adopted a 401(k) Plan for benefit of all employees and incorporates a safe harbor matching contribution provision. The CEO and other senior management executives participate in the 401(k) Plan to the same extent as all other employees, subject to limitations imposed by regulation. The Company contributes a percentage matching contribution to the same degree as all other employees. The matching contribution is 100% on all deferred amounts up to 3% of eligible compensation and a 50% match on the next 2% of eligible compensation. The Profit Sharing Plan is a cash-based incentive profit sharing program. The Company may, but is not required to, make annual contributions to the Profit Sharing Plan based on the recommendation of the Committee. The cash incentive is paid by March 1st of each year. The percentage of the Company’s contribution is recalculated each year based upon the recommendation of the Committee. Once they are eligible to participate, all employees are 100% vested, immediately, in both the 401(k) match and the Profit Sharing Plan. 401(k) and profit sharing contributions to the NEOs for ~~2012~~2014 are detailed in the Summary Compensation Table on page ~~14.~~16.

Equity Compensation:

The Company’s compensation philosophy encourages ownership of the Company’s Common Stock to retain and motivate key executives and to provide a direct link with the interest of the shareholders of the Company. In general, stock-based award grants are determined based on (i) the impact the executive may have had on the Bank’s and Company’s earnings and stock price, (ii) the ability of the executive to provide enhanced opportunities for the success of the Bank and Company (iii) extraordinary deeds performed that warrant extraordinary rewards, (iv) prior award levels for the executive, (v) total awards received to date by the individual executives, (vi) the total stock-based award to be made and the executive’s percentage participation in that award, (vii) the executive’s direct ownership of Company’s Common Stock, (viii) the number of awards vested and non-vested, and (ix) the options outstanding as a percentage of total shares outstanding. Stock-based awards are issued at the discretion of the Board of Directors. Periodically the Directors determine a pool of the number of stock-based awards to be granted and management makes recommendations to the Directors to determine how many are granted to executive officers and others in the Company and the Directors make a final approval of the grants.

The Central Valley Community Bancorp 2005 Omnibus Incentive Plan (the 2005 Plan).

The 2005 Plan provided for compensation awards in the form of incentive stock options, non-statutory stock options, stock appreciation rights, and restricted stock. ~~The plan allows for performance awards that may be in the form of cash or shares of the Company, including restricted stock.~~ All awards ~~are~~were issued at market value, at the sole discretion of the Committee and generally have vesting periods of five years. The ~~maximum number of shares that can~~2005 Plan expires in 2015, after which no further grants may be ~~issued under~~made from the 2005 Plan, is 476,000; to date there are 181,490 shares of common stock reserved for issuance for options already granted to employees and 292,960 remain reserved for future grants. The Company also has a total of 317,799although shares reserved for issuance under the 2005 Plan may be issued upon exercise of currently outstanding options ~~granted under prior option plans.~~or compensation arrangements. The 2015 Omnibus Incentive Plan (“2015 Plan”) for which shareholders will vote at the Annual Meeting contains substantially similar terms as the 2005 Plan and is intended to provide a pool of shares from which the Board of Directors may make equity compensation grants.

See Notes Summary of Significant Accounting Policies and Share-based Compensation to the audited Consolidated Financial Statements included in the Annual Report for further information relating to all equity compensation plans.

Additional information on long-term awards for executive officers is shown in the Outstanding Equity Awards at Fiscal Year-End Table on page 1518.

Health and Welfare Benefits:

The Company offers health and welfare programs to all eligible employees. The programs include medical, wellness, pharmacy, dental, vision, life insurance and accidental death and disability. The NEOs received up to $12,000 each in ~~2012~~2014 from the Bank for health and welfare benefits.

Salary Continuation Agreements:

Each of the Named Executive Officers is a party to a salary continuation agreement that will provide for an annual payment for a period of time following retirement from service as an executive of the Bank. The salary continuation agreements terminate upon the executives’ death prior to retirement, voluntary termination of service prior to retirement, or involuntary termination of service for cause. The salary continuation agreements provide for payment of a lump sum in the event of a change of control of the Company, defined as the cumulative transfer of more than fifty percent (50%) of the voting stock of the Company. Each person’s annual benefit is determined at the time of retirement, on the basis of (i) the individual’s age upon retirement, (ii) the percentage of benefit vested upon retirement, and (iii) the maximum annual benefit assigned in the individual’s Salary Continuation Agreements. Additional information on the details of each participant’s benefit under the agreements is shown in the Pension Benefits Table on page 1619 and the Potential Payments Upon Termination or Change in Control section on page ~~18.~~21. The Salary Continuation Agreements and the termination provisions under the CEO’s Employment Agreement are subject to non-competition covenants.

Severance Plan:

Each NEO other than the CEO and the President is a party to a severance pay plan to provide transitional benefits if employees who are terminated involuntarily without cause, laid off, or terminated as a result of a reduction in force under this plan are paid in a lump sum based on two weeks pay for each year of service with a minimum 12 weeks and a maximum 26 weeks. See Potential Payments Upon Termination or Change in Control section on page 1821.

Employment Agreements:

The Bank ~~has~~had an employment agreement with Daniel J. Doyle, the Company and Bank’s CEO who retired January 31, 2015. The agreement was originally formed in 1998 and was renewed each year until its termination upon Mr. Doyle's retirement. Under the employment agreement, the Board of Directors set Mr. Doyle’s salary for each year.

Under the agreement, Mr. Doyle was entitled to receive incentive compensation, based on the achievement each year of certain performance goals. The goals and the target amount of the incentive were established at the beginning of

each year by the Board, and the evaluation of the achievement of the goals and the amount of bonus payable with respect to each year are determined by the Board following the conclusion of the year. For 2014, Mr. Doyle’s incentive compensation was determined as described above.

The employment agreement with Mr. Doyle also provided for: (a) a Bank-paid membership in a local country club; (b) an automobile allowance of $1,500 per month; (c) participation in medical, dental and similar plans offered by the Bank for Mr. Doyle and his dependents, as well as Bank-paid term life insurance coverage of at least $100,000; and (d) five weeks of vacation annually. See the Summary Compensation Table.

The Company has an employment agreement with James M. Ford, who was appointed on February 1, 2015 as the Company’s President and Chief Executive Officer. Mr. Ford was serving as President of the Bank since February 1, 2014. The agreement renews automatically for one-year terms, unless terminated by either party not later than sixty days prior to expiration. Under the employment agreement, the Board of Directors sets Mr. ~~Doyle’s~~Ford’s salary for each year.

Under the agreement, Mr. ~~Doyle~~Ford is entitled to receive incentive compensation, based on the achievement each year of certain performance goals. The goals and the target amount of the incentive are established at the beginning of each year by the Board, and the evaluation of the achievement of the goals and the amount of bonus payable with respect to each year are determined by the Board following the conclusion of the year. For ~~2012~~2014, Mr. ~~Doyle’s~~Ford’s incentive compensation was determined as described above. The agreement also provides for three annual grants of restricted stock, one of which was made in 2014. In each year, Mr. Ford is to receive restricted stock having a market value of $100,000 on the date of grant.

The employment agreement with Mr. ~~Doyle~~Ford also provides for: (a) a Bank-paid membership in a local country club; (b) an automobile allowance of $1,500 per month; (c) participation in medical, dental and similar plans offered by the Bank for Mr. ~~Doyle~~Ford and his dependents, as well as Bank-paid term life insurance coverage of at least $100,000; and (d) ~~five~~four weeks of vacation annually. See the Summary Compensation Table.

Under the terms of the agreement, Mr. ~~Doyle~~Ford is entitled to certain benefits for involuntary termination by the Company for reasons other than cause.

For early termination upon disability, Mr. ~~Doyle~~Ford shall receive his then current base salary for 180 days from the date of his first absence due to disability, should the Board, at its option terminate the employment agreement.

For a change in ownership or effective control of the Company, Mr. ~~Doyle~~Ford would be eligible to receive a lump sum termination payment equal to the average annual total cash compensation paid to Mr. ~~Doyle~~Ford during the most recent three fiscal years multiplied by two.

If the Company terminates the employment agreement without cause, Mr. ~~Doyle~~Ford is entitled to receive up to 24 monthly payments, at his annual base salary rate at the time of termination, provided that if Mr. ~~Doyle~~Ford obtains other comparable employment within the 24 month period, payments will cease.

Mr. ~~Doyle~~Ford also has an Executive Salary Continuation Agreement with the Bank. In the event of involuntary termination for reasons other than cause he is entitled to receive the following:

Change in control lump sum payment equal to the present value of 100% of the normal retirement benefit that he would have received had he been employed by the Bank until ~~the date of the change in control.~~September 1, 2023. His change in control benefit as of December 31, ~~2012~~2014 is estimated at ~~$1,786,000.~~

$937,000.

For early termination upon disability, he would receive an annual benefit equal to the early retirement benefit or

normal retirement benefit that he would have received had he retired from the Bank. As of December 31, ~~2012~~2014 he would receive an annual disability benefit based on early retirement of ~~$150,000 for 15 years, paid monthly.~~zero. The disability benefit will be increased each year by 3% to account for cost of living increases.

In the event of a termination of Mr. ~~Doyle~~Ford by the Company “for cause”, Mr. ~~Doyle~~Ford would forfeit benefits under the Executive Salary Continuation Agreement.

Compensation Committee Interlocks and Insider Participation:

No member of the Executive/Directors Resources Committee serves or has served as an employee of the Company or its subsidiaries, and there are no common participants between the compensation committee of any other entity and the Company.

Executive/Directors Resources Committee Report

Notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, the following report of the Executive/Directors Resources Committee shall not be incorporated by reference into any such filings and shall not otherwise be deemed filed under such acts, except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

The Executive/Directors Resources Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis (the C D & A) with management. Based on these reviews and discussions, the Committee recommends to the Board of Directors that the C D & A be included in the Company’s Definitive Proxy Statement for the ~~2013~~2015 Annual Meeting of Shareholders.

The Compensation Committee certifies that it has reviewed with senior risk officers the senior executive officer incentive compensation arrangements. Based on the analysis of the incentives, potential risks, and the evaluation of factors to mitigate such potential risks, the Committee determined that the Company’s executive compensation program does not encourage the NEOs to take unnecessary and excessive risks that threaten the value of the Company, and that no changes to the program were required.

SUBMITTED BY THE EXECUTIVE/DIRECTORS RESOURCES COMMITTEE

OF THE COMPANY’S BOARD OF DIRECTORS

Daniel N. Cunningham

Chairman of the Executive/Directors Resources Committee

Edwin S. Darden, Jr.

Louis McMurray

William S. Smittcamp

January ~~16, 2013~~28, 2015

SUMMARY COMPENSATION

The following table sets forth information regarding compensation earned by our CEO, our President, our CFO and three other NEOs for services rendered to the Company for the fiscal years ended December 31, ~~2012~~2014, 2013, and ~~December 31,~~ ~~2011~~.2012. Bonuses are paid under the Company’s applicable incentive compensation guidelines and are generally paid in the year following the year in which the bonus is earned.

Summary Compensation Table

Name and
Principal
Position
Year Salary($)
Option
Awards
($)(1)

Non-Equity
Incentive Plan
Compensation
(2)

All Other
Compensation
($)
Total ($)
Daniel J. Doyle, President and Chief Executive Officer 2012 $ 305,000
$ 16,967
$ 190,000
$ 72,990
(3) $ 584,957
2011 295,000
—
185,000
69,842
549,842
David A. Kinross, Senior Vice President and Chief Financial Officer 2012 185,400
8,483
65,687
28,460
(4) 288,030
2011 180,000
—
63,720
26,743
270,463
Gary Quisenberry, Senior Vice President, Commercial and Business Banking 2012 193,800
8,483
60,149
43,587
(5) 306,019
2011 190,000
—
64,829
38,762
293,591
Lydia Shaw, Senior Vice President, Consumer and Retail Banking 2012 161,700
8,483
53,764
39,170
(6) 263,117
2011 154,000
—
47,604
35,657
237,261
Thomas L. Sommer, Senior Vice President, Credit Administrator 2012 185,400
8,483
57,955
38,743
(7) 290,581
2011 180,000
—
60,000
37,352
277,352



Name and Principal Position	Year	Salary($)			Stock Awards ($) (3)		Option Awards ($) (4)		Non-Equity Incentive Plan Compen-sation (5)		Change in Pension Value($) *			All Other Compensation ($)			Total ($)
Daniel J. Doyle, President and Chief Executive Officer of the Company & Chief Executive Officer of the Bank (1)	2014	$	325,000		$	38,850	$	—	$	176,000	$	88,000		$	76,748	(6)	$	704,598
	2013	315,000			—		—		230,000		(8,000		)	82,094			619,094
	2012	305,000			—		16,967		190,000		225,000			72,990			809,957
James M. Ford, President of the Bank (1)	2014	275,000		(2)	100,000		—		99,165		937,000			85,615		(7)	1,496,780
David A. Kinross, Executive Vice President and Chief Financial Officer	2014	197,000			12,950		—		32,564		31,000			29,071		(8)	302,585
	2013	191,000			—		—		65,506		(3,000		)	36,334			289,840
	2012	185,400			—		8,483		65,687		199,000			28,460			487,030
Gary D. Quisenberry, Executive Vice President, Commercial and Business Banking	2014	203,800			12,950		—		37,632		36,000			45,208		(9)	335,590
	2013	197,800			—		—		69,291		(3,000		)	51,358			315,449
	2012	193,800			—		8,483		60,149		212,000			43,587			518,019
Lydia E. Shaw, Executive Vice President, Community Banking	2014	177,000			12,950		—		31,143		31,000			38,162		(10)	290,255
	2013	170,000			—		—		60,210		(3,000		)	43,654			270,864
	2012	161,700			—		8,483		53,764		199,000			39,170			462,117
Thomas L. Sommer, Executive Vice President, Chief Credit Officer	2014	197,000			12,950		—		31,358		36,000			39,824		(11)	317,132
	2013	191,000			—		—		67,041		(3,000		)	47,011			302,052
	2012	185,400			—		8,483		57,955		212,000			38,743			502,581


*	The amounts listed in the Change in Pension Value column assume, for each recipient, that the individual has fulfilled all the necessary requirements to receive those benefits, as identified in the Pension Benefits table and footnotes thereto.


(1)	Mr. Ford was named as President of the Bank on February 1, 2014. Upon Mr. Doyle’s retirement on February 1, 2015, Mr. Ford was named President and Chief Executive Officer of the Company.


(2)	Reflects partial year salary. Mr. Ford joined the Bank in February, 2014. Annual salary for Mr. Ford is $300,000.


(3)	Represents the aggregate grant date fair value of restricted Common Stock awards computed in accordance with FASB ASC Topic 718. Additional discussion is set out in Notes to the audited consolidated financial statements included in the Annual Report that accompanies this proxy statement, and is incorporated herein by reference.

(1) Represents the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. Additional discussion is set out in Notes Summary of Significant Accounting Policies and Share-based Compensation of the audited consolidated financial statements included in the Annual Report that accompanies this proxy statement, and is incorporated herein by reference.

~~(2)~~


(4)	Represents the aggregate grant date fair value of options computed in accordance with FASB ASC Topic 718. Additional discussion is set out in Notes to the audited consolidated financial statements included in the Annual Report that accompanies this proxy statement, and is incorporated herein by reference.

(5) Value represents annual incentive compensation. Further explanation of how the incentive was calculated, is set out in the Compensation Discussion and Analysis under the section entitled Incentive Compensation on page ~~10.~~12.

~~(3)~~(6) Includes for ~~2012~~2014, Director’s fees of ~~$24,000,~~$26,400, $18,000 auto allowance, ~~$11,979~~$12,000 group insurance benefit allowance, ~~$10,000~~$10,400 contributed to the Bank’s 401(k)Plan for Mr. Doyle’s account and ~~$5,324~~$5,144 country club membership dues.

~~(4)~~(7) Includes for ~~2012~~2014, $15,923 auto allowance, $11,000 group insurance benefit allowance, $50,000 moving and relocation expenses, and $8,041 country club membership dues.

(8) Includes for 2014, $6,000 auto allowance, $12,000 group insurance benefit allowance, and ~~$9,948~~$10,400 contributed to the Bank’s 401(k)Plan for Mr. Kinross’ account.

~~(5)~~(9) Includes for ~~2012~~2014, $18,000 auto allowance, ~~$8,896~~$9,507 group insurance benefit allowance, ~~$10,000~~$10,400 contributed to the Bank’s 401(k)Plan for Mr. Quisenberry’s account and ~~$5,850~~$6,150 country club membership dues.

~~(6)~~ (10)Includes for ~~2012~~2014, $18,000 auto allowance, ~~$12,000~~$9,608 group insurance benefit allowance, and ~~$8,348~~$9,456 contributed to the Bank’s 401(k)Plan for Ms. Shaw’s account.

~~(7)~~ (11)Includes for ~~2012~~2014, $6,000 auto allowance, $12,000 group insurance benefit allowance, ~~$9,799~~$10,400 contributed to the Bank’s 401(k)Plan for Mr. Sommer’s account and ~~$8,498~~$8,262 country club membership dues.

Grants of Plan Based Awards Table



			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant date Fair Value of Stock and Option Awards ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)			Grant date Fair Value of Stock and Option Awards ($)
Daniel J. Doyle	7/16/2014	(1)	$	—	$	—	$	—	3,000	$	38,850
	1/1/2014		—		195,000		280,312		—	—
James M. Ford	3/19/2014	(2)	—		—		—		8,905	100,000
	2/1/2014		—		165,000		237,187		—	—
David A. Kinross	7/16/2014	(1)	—		—		—		1,000	12,950
	1/1/2014		—		59,100		84,956		—	—
Lydia E. Shaw	7/16/2014	(1)	—		—		—		1,000	12,950
	1/1/2014		—		53,100		76,331		—	—
Gary D. Quisenberry	7/16/2014	(1)	—		—		—		1,000	12,950
	1/1/2014		—		61,140		87,889		—	—
Thomas L. Sommer	7/16/2014	(1)	—		—		—		1,000	12,950
	1/1/2014		—		59,000		84,812		—	—


(1)	On July 16, 2014, the Company granted restricted common stock awards. Such shares are subject to a repurchase right in favor of the Company during the vesting period, which is 20% per year, with vesting dates of July 16, 2015, July 16, 2016, July 16, 2017, July 16, 2018, and July 16, 2019.


(2)	On March 19, 2014, the Company granted a restricted Common Stock award. Such shares are subject to a repurchase right in favor of the Company during the vesting period, which is 20% per year, with vesting dates of February 1, 2015, February 1, 2016, February 1, 2017, February 1, 2018, and February 1, 2019.

1417

Outstanding Equity Awards at Fiscal Year-End

The following table shows outstanding ~~stock option~~equity awards classified as exercisable and unexercisable as of December 31, ~~2012~~2014 for the persons named in the Summary Compensation Table above.

Name Number of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options
(#) Unexercisable

Option Exercise Price
($)

Option
Expiration
Date
Daniel J. Doyle, President and Chief Executive Officer 10,000
—
$ 8.63
6/18/2013
10,000
—
$ 13.50
7/20/2015
5,000
—
$ 6.70
4/23/2017
2,000
3,000 (1)
$ 5.76
9/15/2020
—
5,000 (2)
$ 8.02
9/19/2022
David A. Kinross, Senior Vice President and Chief Financial Officer 15,000
—
$ 6.70
5/1/2016
2,500
—
$ 6.70
4/23/2017
1,000
1,500 (1)
$ 5.76
9/15/2020
—
2,500 (2)
$ 8.02
9/19/2022
Lydia Shaw, Senior Vice President, Consumer and Retail Banking 15,000
—
$ 6.70
10/1/2017
—
1,500 (1)
$ 5.76
9/15/2020
—
2,500 (2)
$ 8.02
9/19/2022
Thomas L. Sommer, Senior Vice President, Credit Administrator 4,000
—
$ 8.63
6/18/2013
5,000
—
$ 13.50
7/20/2015
2,500
—
$ 6.70
4/23/2017
1,000
1,500 (1)
$ 5.76
9/15/2020
—
2,500 (2)
$ 8.02
9/19/2022
Gary Quisenberry, Senior Vice President, Commercial and Business Banking 4,000
—
$ 8.63
6/18/2013
5,000
—
$ 13.50
7/20/2015
2,500
—
$ 6.70
4/23/2017
1,000
1,500 (1)
$ 5.76
9/15/2020
—
2,500 (2)
$ 8.02
9/19/2022



Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)		Option Expiration Date	Number of Shares of Stock That Have Not Vested (#)		Market Value of Shares of Stock That Have Not Vested ($)
Daniel J. Doyle	10,000	—	$	13.50	7/20/2015	3,000	(3)	$	33,240
	5,000	—	6.70		4/23/2017
	4,000	1,000 (1)	5.76		9/15/2020
	2,000	3,000 (2)	8.02		9/19/2022
James M. Ford	—	—	—		—	8,905	(4)	98,667


David A. Kinross	15,000	—	6.70		5/1/2016	1,000	(3)	11,080
	2,500	—	6.70		4/23/2017
	2,000	500 (1)	5.76		9/15/2020
	1,000	1,500 (2)	8.02		9/19/2022
Lydia E. Shaw	14,000	—	6.70		10/1/2017	1,000	(3)	11,080
	500	500 (1)	5.76		9/15/2020
	1,000	1,500 (2)	8.02		9/19/2022
Thomas L. Sommer	5,000	—	13.50		7/20/2015	1,000	(3)	11,080
	2,500	—	6.70		4/23/2017
	2,000	500 (1)	5.76		9/15/2020
	1,000	1,500 (2)	8.02		9/19/2022
Gary D. Quisenberry	5,000	—	13.50		7/20/2015	1,000	(3)	11,080
	2,500	—	6.70		4/23/2017
	2,000	500 (1)	5.76		9/15/2020
	1,000	1,500 (2)	8.02		9/19/2022


(1)	Stock options vest at the rate of 20% of original grant amount per year, with vesting ~~dates~~date of ~~9/15/2013, 9/15/2014, and~~ 9/15/2015.


(2)	Stock options vest at the rate of 20% of original grant amount per year, with vesting dates of 9/19/~~2013,~~2015, 9/19/~~2014, 9/15/2015, 9/15/~~2016, and 9/19/2017.


(3)	Such shares are subject to a repurchase right in favor of the Company during the vesting period, which is 20% per year, with vesting dates of July 16, 2015, July 16, 2016, July 16, 2017, July 16, 2018, and July 16, 2019.


(4)	Such shares are subject to a repurchase right in favor of the Company during the vesting period, which is 20% per year, with vesting dates of February 1, 2015, February 1, 2016, February 1, 2017, February 1, 2018, and February 1, 2019.

Market Value of Shares That Have Not Vested as of fiscal year end at December 31, 2014 was calculated using the closing price per share of the Company’s Common Stock on the NSADAQ Global Market on that date of $11.08.

Option Exercises and Stock Vested



	Option Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($) (1)
Lydia E. Shaw	1,500	$7,445

(1) Value realized on options exercised is based on the difference between the option price at time of grant and the market value of the stock on the date of exercise.

No other executive officers of the Company exercised options or vested restricted shares of restricted stock during 2014, and their names are not included in the table.

Pension Benefits

The following table discloses the estimated present value (based on a discount rate of ~~5.25%~~4.01%) of total benefits if the participant retires at normal retirement age.

Name Plan Name Number of Years Credited Service (#) Present Value of Accumulated Benefit ($)
Daniel J. Doyle, President and Chief Executive Officer Executive Salary Continuation Agreement (1) N/A $ 2,249,000
(4) (5)
Endorsement Method Split Dollar Plan (1) N/A

(5)
David A. Kinross, Senior Vice President and Chief Financial Officer Executive Salary Continuation Agreement (2) N/A $ 794,000
(4) (6)
Endorsement Method Split Dollar Plan (2) N/A See Note
(6)
Lydia Shaw, Senior Vice President, Consumer and Retail Banking Executive Salary Continuation Agreement (2) N/A $ 794,000
(4) (7)
Endorsement Method Split Dollar Plan (2) N/A See Note
(7)
Thomas L. Sommer, Senior Vice President, Credit Administrator Executive Salary Continuation Agreement (3) N/A $ 661,000
(4) (8)
Second Executive Salary Continuation Agreement (2) N/A $ 265,000
(9)
Endorsement Method Split Dollar Plan (2) N/A See Note
(8)
Gary Quisenberry, Senior Vice President, Commercial and Business Banking Executive Salary Continuation Agreement (3) N/A $ 661,000
(4) (10)
Second Executive Salary Continuation Agreement (2) N/A $ 265,000
(11)
Endorsement Method Split Dollar Plan (2) N/A See Note
(10)



Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($)
Daniel J. Doyle	Executive Salary Continuation Agreement (1)	N/A	$	2,329,000	(5) (6)
	Endorsement Method Split Dollar Plan (1)	N/A	See Note		(6)
James M. Ford	Executive Salary Continuation Agreement (2)	N/A	937,000		(5) (7)
	Endorsement Method Split Dollar Plan (2)	N/A	See Note		(7)
David A. Kinross	Executive Salary Continuation Agreement (3)	N/A	822,000		(5) (8)
	Endorsement Method Split Dollar Plan (3)	N/A	See Note		(8)
Lydia E. Shaw	Executive Salary Continuation Agreement (3)	N/A	822,000		(5) (9)
	Endorsement Method Split Dollar Plan (3)	N/A	See Note		(9)
Thomas L. Sommer	Executive Salary Continuation Agreement (4)	N/A	685,000		(5) (10)
	Second Executive Salary Continuation Agreement (3)	N/A	274,000		(11)
	Endorsement Method Split Dollar Plan (3)	N/A	See Note		(10)
Gary D. Quisenberry	Executive Salary Continuation Agreement (4)	N/A	685,000		(5) (12)
	Second Executive Salary Continuation Agreement (3)	N/A	274,000		(13)
	Endorsement Method Split Dollar Plan (3)	N/A	See Note		(12)


(1)	Effective July 1, 2011.


(2)	Effective April 4, 2014


(3)	Effective January 1, 2012.


~~(3)~~(4)	Effective March 1, 2007

~~(4)~~(5)

The method used to calculate the retirement benefit, based on assumptions used for financial reporting purposes under generally accepted accounting principles, is a present value calculation using a discount rate of ~~5.25%~~4.01%. See Notes Summary of Significant Accounting Policies and ~~Share-based~~Share-Based Compensation in the ~~audited~~Audited Consolidated Financial Statements in the Annual Report for further details on Salary Continuation Plans.

~~(5)~~(6)

Under the terms of Mr. Doyle’s agreement he became eligible for normal retirement on December 31, 2010. His retirement benefit is ~~$150,000~~$170,000 per year, payable in monthly installments, over a 15 year period which adjusts for inflation at 3% each year. ~~For retirement on or after July 1, 2013, normal retirement benefit means an annual benefit equal to $170,000 per year, payable in accordance with the terms of the agreement.~~ Beginning on the thirteenth month that the normal retirement benefit is paid, and continuing thereafter until paid in full, the normal retirement benefit shall be increased annually by 3% from the previous year’s normal retirement benefit amount to account for cost of living increases. In the event of death, the Salary Continuation Agreement immediately terminates. Additionally, under the terms of Mr. Doyle’s Life Insurance Endorsement Method Split Dollar Plan, his beneficiaries are entitled to receive certain benefits in the event of his death. The division of the death proceeds to Mr. Doyle’s beneficiaries should he be employed by the Bank at the time of death would be (i) a lump sum payment equal to the present value of the normal retirement benefit under his Salary Continuation Agreement or (ii) 100% of the total death proceeds of the policy, whichever amount is less. The division of the death proceeds to Mr. Doyle’s beneficiaries should he be retired from the Bank at the time of death would be a lump sum payment equal to the present value of 100% of the sum of all remaining payments that would have been made under his Salary Continuation Agreement, but for the insured’s death, or 100% of the total death proceeds of the policy, whichever amount is less.

or (ii) 100% of the total death proceeds of the policy, whichever amount is less. The division of the death proceeds to Mr. Doyle’s beneficiaries should he be retired from the Bank at the time of death would be a lump sum payment equal to the present value of 100% of the sum of all remaining payments that would have been made under his Salary Continuation Agreement, but for the insured’s death, or 100% of the total death proceeds of the policy, whichever amount is less.

~~(6)~~(7)

Under the terms of Mr. Ford’s Salary Continuation Agreement for normal retirement, if he retires on or after September 1, 2023, he is eligible to receive an annual benefit equal to $100,000 per year, payable in monthly installments, over a 10 year period which adjusts for inflation at 3% each year. Beginning on the thirteenth month that the normal retirement benefit is paid, and continuing thereafter until paid in full, the normal retirement benefit shall be increased annually by 3% from the previous year’s normal retirement benefit amount to account for cost of living increases. In the event of death, the Salary Continuation Agreement immediately terminates. Additionally, under the terms of Mr. Ford’s Life Insurance Endorsement Method Split Dollar Plan, his beneficiaries are entitled to receive certain benefits in the event of his death. The division of the death proceeds to Mr. Ford’s beneficiaries should he be employed by the Bank at the time of death would be (i) a lump sum payment equal to the present value of the normal retirement benefit under his Salary Continuation Agreement or (ii) 100% of the total death proceeds of the policy, whichever amount is less. The division of the death proceeds to Mr. Ford’s beneficiaries should he be retired from the Bank at the time of death would be a lump sum payment equal to the present value of 100% of the sum of all remaining payments that would have been made under his Salary Continuation Agreement, but for the insured’s death, or 100% of the total death proceeds of the policy, whichever amount is less.

(8)

Under the terms of Mr. Kinross’ Salary Continuation Agreement for normal retirement, if he retires on or after December 31, 2026, he is eligible to receive an annual benefit equal to $60,000 per year, payable in monthly installments, over a 15 year period which adjusts for inflation at 3% each year. If Mr. Kinross retires on or after May 20, 2024 and prior to December 31, 2026, he is eligible for an early retirement benefit. The amount of early retirement benefit would be based on the present value of the early retirement benefit payments, payable over 15 years in monthly installments, and increased 3% annually for inflation. In the event of death, the Salary Continuation Agreement immediately terminates. Additionally, under the terms of Mr. Kinross’ Life Insurance Endorsement Method Split Dollar Plan, his beneficiaries are entitled to receive certain benefits in the event of his death. Should he be employed by the Bank at the time of death, his beneficiaries are entitled to a lump sum payment equal to the present value of the retirement benefit provided for in the Executive Salary Continuation Agreement or 100% of the total insurance policy proceeds, whichever amount is less. Should he be retired from the Bank at the time of death, his beneficiaries are entitled to a lump sum payment equal to the present value of 100% of the sum of all remaining payments that would have been made under his Executive Salary Continuation Agreement or 100% of the total proceeds, whichever amount is less.

~~(7)~~(9)

Under the terms of Ms. Shaw’s Salary Continuation Agreement for normal retirement, if she retires on or after December 31, 2020, she is eligible to receive an annual benefit equal to $60,000 per year, payable in monthly installments, over a 15 year period which adjusts for inflation at 3% each year. If Ms. Shaw retires on or after March 29, 2016 and prior to December 31, 2020, she is eligible for an early retirement benefit. The amount of early retirement benefit would be based on the present value of the early retirement benefit payments, payable over 15 years in monthly installments, and increased 3% annually for inflation. In the event of death, the Salary Continuation Agreement immediately terminates. Additionally, under the terms of Ms. Shaw’s Life Insurance Endorsement Method Split Dollar Plan, her beneficiaries are entitled to receive certain benefits in the event of her death. Should she be employed by the Bank at the time of death, her beneficiaries are entitled to a lump sum payment equal to the present value of the retirement benefit provided for in the Executive Salary Continuation Agreement or 100% of the total insurance policy proceeds, whichever amount is less. Should she be retired from the Bank at the time of death, her beneficiaries are entitled to a lump sum payment equal to the present value of ~~100% of the sum of all remaining payments that would have been made under her Executive Salary Continuation Agreement or 100% of the total proceeds, whichever amount is less.~~

100% of the sum of all remaining payments that would have been made under her Executive Salary Continuation Agreement or 100% of the total proceeds, whichever amount is less.

~~(8)~~(10)

Under the terms of Mr. Sommer’s Salary Continuation Agreement he became eligible for normal retirement on December 31, 2012. His retirement benefit is equal to $50,000 per year, payable in monthly installments, over a 15 year period which increases for inflation at 3% each year. In the event of death, the Salary Continuation Agreement immediately terminates. Additionally, under the terms of Mr. Sommer’s Life Insurance Endorsement Method Split Dollar Plan, his beneficiaries are entitled to receive certain benefits in the event of death. Should he be employed by the Bank at the time of death, his beneficiaries are entitled to a lump sum payment equal to the present value of the retirement benefit provided for in the Executive Salary Continuation Agreement or 100% of the total insurance policy proceeds, whichever amount is less. Should he be retired from the Bank at the time of death, his beneficiaries are entitled to a lump sum payment equal to the present value of 100% of the sum of all remaining payments that would have been made under his Executive Salary Continuation Agreement or 100% of the total proceeds, whichever amount is less.

~~(9)~~(11)

Under the terms of Mr. Sommer’s Second Executive Salary Continuation Agreement for normal retirement, if he retires on or after April 1, 2016, he is eligible to receive an annual benefit equal to $20,000, payable in monthly installments, over a 15 year period which adjusts for inflation at 3% each year. If he retires on or after April 1, 2013 and prior to April 1, 2016, he is eligible for an early retirement benefit based on the present value of the early retirement benefit payments, payable over 15 years in monthly installments and increased 3% annually for inflation. These payments are in addition to Mr. Sommer’s Executive Salary Continuation Agreement dated March 1, 2007 as described above.

~~(10)~~(12)

Under the terms of Mr. Quisenberry’s Salary Continuation Agreement for normal retirement, if he retires on or after December 31, 2015, he is eligible to receive an annual benefit equal to $50,000 per year, payable in monthly installments, over a 15 year period which increases for inflation at 3% each year. If Mr. Quisenberry retires on or after May 26, 2011 and prior to December 31, 2015 he is eligible for an early retirement benefit. The amount of early retirement benefit for Mr. Quisenberry would be based on the month of retirement which would be discounted by the number of months left for full retirement, the early retirement benefit would be payable over 15 years in monthly installments, increased 3% annually for inflation. In the event of death, the Salary Continuation Agreement immediately terminates. Additionally, under the terms of Mr. Quisenberry’s Life Insurance Endorsement Method Split Dollar Plan, his beneficiaries are entitled to receive certain benefits in the event of death. Should he be employed by the Bank at the time of death, his beneficiaries are entitled to a lump sum payment equal to the present value of the retirement benefit provided for in the Executive Salary Continuation Agreement or 100% of the total insurance policy proceeds, whichever amount is less. Should he be retired from the Bank at the time of death, his beneficiaries are entitled to a lump sum payment equal to the present value of 100% of the sum of all remaining payments that would have been made under their Executive Salary Continuation Agreement or 100% of the total proceeds, whichever amount is less.

Endorsement Method Split Dollar Plan, his beneficiaries are entitled to receive certain benefits in the event of death. Should he be employed by the Bank at the time of death, his beneficiaries are entitled to a lump sum payment equal to the present value of the retirement benefit provided for in the Executive Salary Continuation Agreement or 100% of the total insurance policy proceeds, whichever amount is less. Should he be retired from the Bank at the time of death, his beneficiaries are entitled to a lump sum payment equal to the present value of 100% of the sum of all remaining payments that would have been made under their Executive Salary Continuation Agreement or 100% of the total proceeds, whichever amount is less.

~~(11)~~(13)

Under the terms of Mr. Quisenberry’s Second Executive Salary Continuation Agreement for normal retirement, if he retires on or after April 1, 2018, he is eligible to receive an annual benefit equal to $20,000, payable in monthly installments, over a 15 year period which adjusts for inflation at 3% each year. If he retires on or after April 1, 2013 and prior to April 1, 2018, he is eligible for an early retirement benefit based on the present value of the early retirement benefit payments, payable over 15 years in monthly installments and increased 3% annually for inflation. These payments are in addition to Mr. Quisenberry’s Executive Salary Continuation Agreement dated March 1, 2007 as described above.

Potential Payments Upon Termination or Change in Control

Executive Salary Continuation Agreements and the Bank’s Severance Pay Plan require the Company to provide compensation to the CFO and other NEOs in the event of a termination of employment or a change in control of the Company. The CEO is not eligible for severance pay under the Severance Pay Plan and the amount of compensation payable to the CEO under his Executive Salary Continuation Agreement is explained above under his Employment Agreement. The CFO and NEOs qualify for benefits under certain circumstances.

Under the Executive Salary Continuation Agreements, if the executive is disabled prior to retirement or termination of employment, he is entitled to an annual disability benefit equal to the executive’s accrual balance payable monthly for 15 years increased annually 3% for cost of living increases. The CFO and other NEOs are eligible for early involuntary termination benefits payable at normal retirement age. Involuntary termination means the executive’s employment terminates by action of the Bank prior to retirement, and such termination of employment is not for cause. In the event the executive’s employment terminates for cause prior to retirement, their Executive Salary Continuation Agreement immediately terminates and the executive forfeits all benefits under the agreement. Upon a change in control the Bank shall pay the executive a lump sum payment equal to the present value of 100% of the benefit that the executive

would have received had the executive been employed until normal retirement. The Bank’s Severance Pay Plan for ~~Senior~~Executive Vice Presidents provides two weeks pay per year of service with a minimum of 12 weeks and a maximum of 26 weeks. See details on the Bank’s Severance Pay Plan on page ~~12.~~13. In the event of dissolution or liquidation of the Company or a merger or change in control, unexercised stock options vest immediately. See the Outstanding Equity awards at Fiscal Year-End table on page 1518 for a ~~break down~~breakdown of options outstanding.

Set out below in tabular form are estimated payments that would have been made to each NEO had a termination event or change in control event occurred at December 31, 2014. The discount factor used for all net present value calculations was 4.01%.

Potential Payments Upon Termination or Change in Control



Name/Event		Severance Plan		Employment Agreement		Accelerate Stock/Options		Life Insurance		Salary Continuation		Total
Daniel J. Doyle
	Voluntary termination for good reason	$	—	$	650,000	$	—	$	—	$	2,329,000	$	2,979,000
	Voluntary termination without cause	—		—		—		—		2,329,000		2,329,000
	Involuntary termination for cause	—		—		—		—		—		—
	Involuntary termination without cause	—		650,000		—		—		2,329,000		2,979,000
	Change of control	—		1,033,000		47,740		—		2,329,000		3,409,740
	Death	—		—		—		1,944,000		385,000		2,329,000
	Disability	—		162,500		—		—		—		162,500
	Retirement	—		—		—		—		2,329,000		2,329,000
James M. Ford
	Voluntary termination for good reason	—		600,000		—		—		—		600,000
	Voluntary termination without cause	—		—		—		—		—		—
	Involuntary termination for cause	—		—		—		—		—		—
	Involuntary termination without cause	—		600,000		—		—		—		600,000
	Change of control	—		600,000		98,667		—		937,000		1,635,667
	Death	—		—		—		70,000		—		70,000
	Disability	—		150,000		—		—		—		150,000
	Retirement	—		—		—		—		—		—
David A. Kinross
	Voluntary termination	—		—		—		—		—		—
	Involuntary termination for cause	—		—		—		—		—		—
	Involuntary termination without cause	—		—		—		—		—		—
	Change of control	66,000		—		18,330		—		822,000		906,330
	Death	—		—		—		191,000		—		191,000
	Disability	—		—		—		—		—		—
	Retirement	—		—		—		—		—		—
Lydia E. Shaw
	Voluntary termination	—		—		—		—		—		—
	Involuntary termination for cause	—		—		—		—		—		—
	Involuntary termination without cause	—		—		—		—		329,000		329,000
	Change of control	49,000		—		18,330		—		822,000		889,330
	Death	—		—		—		328,000		—		328,000
	Disability	—		—		—		—		446,000		446,000
	Retirement	—		—		—		—		—		—
Gary D. Quisenberry
	Voluntary termination	—		—		—		—		850,000		850,000
	Involuntary termination for cause	—		—		—		—		—		—
	Involuntary termination without cause	—		—		—		—		799,000		799,000
	Change of control	102,000		—		18,330		—		959,000		1,079,330



	Death	—	—	—	776,000	—	776,000
	Disability			—	—	1,085,000	1,085,000
	Retirement	—	—	—	—	776,000	776,000
Thomas L. Sommer
	Voluntary termination	—	—	—	—	983,000	983,000
	Involuntary termination for cause	—	—	—	—	—	—
	Involuntary termination without cause	—	—	—	—	923,000	923,000
	Change of control	99,000	—	18,330	—	959,000	1,076,330
	Death	—	—	—	898,000	—	898,000
	Disability	—	—	—	—	1,007,000	1,007,000
	Retirement	—	—	—	—	898,000	898,000

Compensation of Directors

The Board of Directors of the Company has not approved payment of fees in connection with attendance at Company Board or Board Committee meetings.

The Lead Independent Director and Chairman of the Board of the Bank ~~receives $33,500~~each receive a $36,850 annual fee and all other directors ~~(including~~(excluding employee directors) of the Bank receive an annual fee of ~~$24,000.~~$26,400. The fees paid to directors are based on comparable amounts paid by other financial institutions in the Company’s geographic market area.

Aggregate Bank directors’ fees in the sum of ~~$201,500~~$248,050 were paid (including amounts deferred under Deferred Compensation Agreements between the Bank and certain of its directors) during the year ended December 31, ~~2012~~2014.

Deferred Compensation Agreements

Five of the Bank’s non-employee directors have entered into deferred compensation agreements with the Bank, electing to defer some or all of their fees in exchange for the Bank’s promise to pay a deferred benefit in the future. A deferred compensation agreement allows a non-employee director to reduce current taxable income in exchange for larger payments at retirement, when the recipient could be in a lower tax bracket. Deferred director fees are expensed by the Bank and are set aside in a separate liability account. Credited on the account balance at a rate determined annually by the Board of Directors, interest on deferred fees continues to accrue until the director’s service terminates and payment of benefits commences. Payment of accrued benefits, represented by the account balance, can be made in a lump sum or in installments, at each participating director’s election. After retirement, benefit payments are taxable income to the participating director and are deductible expenses to the Bank as they are paid. The deferred compensation arrangement

with non-employee directors is an unfunded plan, which means that a participating director has no rights beyond those of a general creditor of the Bank, and no specific Bank assets are set aside for payment of account balances. A director whose service terminates for cause forfeits all accrued interest and is entitled solely to the fees previously deferred.

The Bank has a universal life insurance policy insuring the life of each participating director. The Bank is the owner of each policy. Each non-employee director who has entered into a deferred compensation agreement has also entered into a related Split Dollar Agreement and Endorsement. Under the latter Split Dollar Agreement and Endorsement, the Bank and each participating director agree to a division of death benefits under the life insurance policies. A Split Dollar Agreement and Endorsement provides that a director’s designated beneficiary(ies) is entitled at the director’s death to receive life insurance proceeds:


(a)	In an amount equal to the balance of the Deferral Account maintained by the Bank for the Insured under the Deferred Fee Agreement as of the ~~calendar year end of the year preceding the year~~date of the Insured’s death.


(b)	However, the amount paid to the Insured, the Insured’s transferee and the Insured’s beneficiary(ies) or estate shall be reduced by any amounts paid under the Deferred Fee Agreement and the Insured, the Insured’s transferee and the Insured’s beneficiary(ies) or estate shall have no rights or interest in the Policy beyond the amount due and payable.

In either case, the Bank’s obligations under a deferred compensation agreement are extinguished by the director’s death. The Bank is entitled to any insurance policy death benefits remaining after payment to the director’s beneficiary (ies). The Bank expects to recover in full from its portion of the policies’ death benefits all life insurance premiums previously paid by the Bank. The policies serve informally as a source of financing for the Bank’s deferred compensation obligations arising out of a director’s death before retirement, as well as an investment to finance post-retirement payment obligations. Although the Bank expects the policies to serve as a source of funds for death benefits

payable under the deferred compensation agreements, as noted above the directors’ contractual entitlements are not funded. These contractual entitlements remain contractual liabilities of the Bank, payable after the directors’ termination of service.

The information on Non-employee Directors’ compensation in the table below is for the fiscal year ended December 31, ~~2012~~2014.


Name	Fees Earned or Paid in Cash ($)		Option Awards ($) (2)		All Other Compensation ($) (3)		Total ($)		Fees Earned or Paid in Cash ($)		Stock Awards ($) (2)		All Other Compensation ($) (3)		Total ($)
Sidney B. Cox	$	24,000	$	16,967	$	—	$	40,967	$	26,400	$	38,850	$	—	$	65,250
Daniel N. Cunningham	33,500		16,967		11,964		62,431		36,850		38,850		12,598		88,298
Edwin S. Darden Jr. (1)	24,000		16,967		669		41,636
Edwin S. Darden, Jr. (1)									26,400		38,850		989		66,239
Steven D. McDonald	24,000		16,967		3,292		44,259		26,400		38,850		4,679		69,929
Louis McMurray	24,000		16,967		4,899		45,866
F.T. “Tommy” Elliott, IV									26,400		38,850		—		65,250
Louis McMurray (1)									26,400		38,850		6,879		72,129
William S. Smittcamp	24,000		16,967		1,865		42,832		26,400		38,850		1,953		67,203
Joseph B. Weirick	24,000		16,967		—		40,967		26,400		38,850		—		65,250



~~Name~~		~~Aggregate Options Awards Outstanding as of 12/31/2012~~
~~Sidney B. Cox~~		~~35,000~~
~~Daniel N. Cunningham~~		~~25,000~~
~~Edwin S. Darden Jr.~~		~~35,000~~
~~Steven D. McDonald~~		~~35,000~~
~~Louis McMurray~~		~~35,000~~
~~William S. Smittcamp~~		~~35,000~~
~~Joseph B. Weirick~~		~~35,000~~


FEES	2012		2011
Fees					2014		2013
Audit Fees (1)	$	224,500	$	236,000	$	328,000	$	249,000
Audit-Related Fees (2)	33,000		20,000		41,000		19,000
Tax Fees (3)	35,500		38,000		40,000		36,000
All Other Fees (4)	19,000		12,000		29,075		112,000


3.	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.




	Cordially, /s/ Daniel ~~N. Cunningham~~J. Doyle Daniel ~~N. Cunningham~~J. Doyle Chairman of the Board /s/ ~~Daniel J. Doyle~~James M. Ford ~~Daniel J. Doyle~~James M. Ford President and Chief Executive Officer


				Shares Beneficially Owned
		Positions Held With	Director or	as of the Record Date					Positions Held With the Company	Director or Officer Since		Shares Beneficially Owned as of the Record Date
Name	Age	the Company	Officer Since	Number		Percent of Class		Age		Director or Officer Since	Number			Percent of Class
Patrick J. Carman								65	Positions Held With the Company	Executive Vice President and Chief Credit Officer **	2015		23,090		(2)	*
Sidney B. Cox	82	Director	2000	57,022	(1)	*		84	Director	2000		42,096		(1)	*
Daniel N. Cunningham	76	Chairman of the Board and Director	2000	406,284	(2)	4.24	%	78	Lead Independent Director	2000		402,884		(3)	3.66	%
Edwin S. Darden Jr.	68	Director	2001	144,506	(1)	1.51	%
Edwin S. Darden, Jr.								70	Director	2001		137,156		(1)	1.25	%
Daniel J. Doyle	66	President, Chief Executive Officer and Director **	2000	221,107	(3)	2.31	%	68	Chairman of the Board and Director	2000		181,348		(4)	1.65	%
F. T. “Tommy” Elliott, IV								38	Director	2013		390,691		(5)	3.56	%
James M. Ford								56	President, Chief Executive Officer and Director **	2014		22,503		(6)	*
David A. Kinross	48	Senior Vice President and Chief Financial Officer **	2006	18,500	(4)	*		50	Executive Vice President and Chief Financial Officer **	2006		21,500		(7)	*
Steven D. McDonald	63	Secretary and Director	2000	382,940	(5)	3.99	%	65	Secretary and Director	2000		380,534		(8)	3.46	%
Louis McMurray	66	Director	2000	694,552	(6)	7.25	%	68	Director	2000		701,552		(9)	6.37	%
Gary Quisenberry	61	Senior Vice President, Commercial and Business Banking **	2000	52,500	(7)	*
Gary D. Quisenberry								63	Executive Vice President, Commercial and Business Banking **	2000		55,500		(10)	*
Lydia E. Shaw	56	Senior Vice President, Consumer and Retail Banking **	2007	16,000	(8)	*		58	Executive Vice President, Community Banking **	2007		19,000		(11)	*
William S. Smittcamp	60	Director	2000	155,600	(1)	1.62	%	62	Director	2000		162,600		(1)	1.48	%
Thomas L. Sommer	65	Senior Vice President and Credit Administrator **	2000	52,016	(7)	*		67	Executive Vice President **	2000		51,016		(10)	*
Joseph B. Weirick	74	Director	2000	79,195	(9)	*		76	Director	2000		67,265		(12)	*
Patriot Financial Partners GP, L.P. Cira Center 2929 Arch Street 27th Floor Philadelphia, PA 19104				1,142,862	***	11.96	%
Private Management Group, Inc., 15635 Alton Parkway, Suite 400, Irvine, CA 92618												931,260		***	8.47	%
The Banc Funds Company, L.L.C. 20 North Wacker Drive, Suite 3300, Chicago, IL 60606				767,026	****	8.02	%					760,318		****	6.92	%
All directors and executive officers of the Company and the Bank as a group (12 in number)				2,280,222		23.85	%
Basswood Capital Management L.L.C., 645 Madison Avenue, 10th Floor, New York, NY 10022												624,443		*****	5.68	%
All directors and executive officers of the Company and the Bank as a group (15 in number)												2,658,735			24.19	%


(1)	In ~~2012~~2014, 100% of fees earned were deferred under the Directors’ deferred compensation agreements as discussed above.


(3)	Represents the imputed dollar values for insurance coverage under the Split Dollar Agreement and Endorsement plan discussed above.


(1)	Audit fees include professional services in connection with the audit of the Company’s consolidated financial statements, review of consolidated financial statements included in the Company’s quarterly reports and services normally provided in connection with statutory and regulatory filings or engagements as well as travel related costs.


(2)	Audit-related fees represent fees for professional services such as the audit of the Company’s salary deferral plan and technical accounting, consulting and research.


(3)	Tax service fees consist of compliance fees for the preparation of original and amended tax returns and tax payment-planning services. Tax service fees also include fees relating to other tax advice, tax consulting and planning other than for tax compliance and preparation.


(4)	All other fees consisted primarily of consulting services for the Company’s strategic ~~plan.~~plan, merger and acquisitions, and other discussions.



Recipient	Dollar Value		Number of Units
Daniel J. Doyle, President and Chief Executive Officer of the Company & Chief Executive Officer of the Bank	$	38,850	3,000
James M. Ford, President of the Bank	100,000		8,905
David A. Kinross, Executive Vice President and Chief Financial Officer	12,950		1,000
Gary D. Quisenberry, Executive Vice President, Commercial and Business Banking	12,950		1,000
Lydia E. Shaw, Executive Vice President, Community Banking	12,950		1,000
Thomas L. Sommer, Executive Vice President, Chief Credit Officer	12,950		1,000
Current Executive Officers as a group (5 persons)	151,800		12,905
Current Directors, excluding Executive Officers, as a group	349,650		27,000
All employees, excluding Executive Officers	219,438		16,945




Dated: April ~~12, 2013~~13, 2015 Fresno, California	For the Board of Directors /s/ Daniel ~~N. Cunningham~~J. Doyle Daniel ~~N. Cunningham~~J. Doyle Chairman of the Board