Temecula Valley Bank and Temecula Valley Bancorp Inc. Revised Director Compensation Agreement

Summary

This agreement outlines the compensation for directors of Temecula Valley Bank and Temecula Valley Bancorp Inc. Directors receive a monthly fee for board service, which increased from $1,500 to $1,750 as of February 2, 2006. Audit committee and directors' loan committee members receive additional monthly fees, also increased to $350 each. Directors may also be granted stock options under the company's incentive plan. The agreement specifies the compensation structure and recent changes for board and committee service.

EX-10.38 12 a5111896ex10_38.txt EXHIBIT 10.38 Exhibit 10.38 Director Compensation--Revised and Restated All directors of Temecula Valley Bank ("Bank") are entitled to receive $1,500 per month in consideration for their services as Bank board members. The board authorized an increase in these fees, effective February 2, 2006, to $1,750 per month. Temecula Valley Bancorp Inc. ("Company") may also periodically award options to its directors under its 2004 Incentive Stock Option Plan, or otherwise. In addition to regular Bank board compensation, members of the audit committee of the Company are entitled to receive $250 per month in consideration for their services on this committee. The board authorized an increase in these fees, effective February 2, 2006 to $350 per month. In addition to regular board compensation, members (previously reported in error as non-employee members) of the directors' loan committee of the Bank are entitled to receive $250 per month in consideration for their services on this committee. The board authorized an increase in these fees, effective February 2, 2006 to $350 per month.