Exhibit
10.1.1


AMENDMENT TO EMPLOYMENT
AGREEMENT


OF APRIL 27, 1995


MODIFIED AUGUST 3, 2005


 


COMPENSATION COMMITTEE RESOLUTION OF INCREASED BENEFITS


FOR KEITH ROBBINS


 


WHEREAS, Mr. Robbins will
reach the age 65 in February 2007 and has indicated that he would consider
working five additional years thereafter, and whereas the Board has indicated
its desire for Mr. Robbins to continue beyond his 65th birthday as chief Executive Officer and
President of the Bancorp and Bank, the Compensation Committee recommends the
following supplemental benefits as inducement for Mr. Robbins to continue
service past age 65.


A.                                   Increasing
his salary continuation benefits from $150,000 per year (plus cost of living
increases) for 20 years from the date of retirement, to $175,000.00 per year
(plus cost of living increases) for 20 years from the date of retirement. The
benefit increase would be subject to vesting at 25% per year, and Mr. Robbins
would become vested in this increase at the rate of an additional $6,250 per
full year of employment past age 65.


B.                                     Provide
life, supplemental life, health and dental insurance coverage as presently
provided to Mr. Robbins and family (family to only include spouse and eligible
dependent children as defined by the Bank insurance policy), for a period not
to exceed 20 years beginning after retirement. Mr. Robbins would be entitled to
5 years of such coverage beginning at the time of retirement, after he
completes a full year of service past age 65 and such coverage would increase
at the rate of 5 additional years of coverage for each additional year of
service completed by Mr. Robbins past age 65. In the event, the Bancorp or Bank
is unable to include Mr. Robbins into the Bancorp’s or Bank’s group plan, the
Bancorp and/or Bank will provide to Mr. Robbins, the incremental amount of
premiums for such health coverage above what Medicare covers, to reach the same
level of coverage provided at the time of retirement. In addition, if there is
a change in federal health care coverage to provide for some type of a national
health plan then the benefit for health coverage to Mr. Robbins pursuant to
this paragraph would only be the cost of the premiums above that which is
provided by the national health plan to provide him with the same level of
health coverage that he has at the time of retirement. Finally, if Mr. Robbins
or his family relocates to another state, the cost of benefits provided by this
paragraph would be limited to an amount not to exceed what the cost of such
benefits would be for California residents.


The Compensation
Committee has determined the extra cost to the Company for the supplemental
salary continuation benefits.  This
amount net of the tax savings using an effective tax rate of 41% and net of the
offset by the delayed payment of current benefits), would not result in any
increased expense to the Company, assuming Mr. Robbins receives all of the
proposed increase.  Based upon current
costs, the Compensation Committee has also determined the cost of the
additional life, supplemental life, health and dental insurance for 20 years
for himself and his family also would not have a cost to the bank, due to the
savings from the deferred payout of the retirement plan. As a consideration Mr.
Robbins will no longer accrue vacation credit as his contribution and
responsibilities are not directly associated with standard banking hours.


RESOLVED THAT, having considered
the importance of Mr. Robbins continuing employment past age 65 and the costs
of the proposed increased benefits for Mr. Robbins, the Compensation Committee
recommends unanimously to the Board of Directors of Community Valley Bancorp to
approve (i) an amendment of Mr. Robbins salary continuation agreement to
provide for increasing his salary continuation benefits from $150,000 per year
(plus cost of living increases) 











for 20 years from date of retirement, to $175,000 per
year (plus cost of living increases) for 20 years from date of retirement,
provided such benefit increase would be subject to vesting at 25% per year, in
which Mr. Robbins would become vested in the increase at the rate of an
additional $6,250 per year in salary continuation benefits per full year of
employment by Mr. Robbins past the age 65.and (ii) also provide continued life,
supplemental life, health and dental insurance coverage as presently provided
to Mr. Robbins and family (family to only include spouse and eligible dependent
children as defined by the Bancorp’s or Bank’s insurance policy), for a period
not to exceed 20 years beginning after retirement, with such extended coverage
to begin with an initial 5 years of coverage beginning at time of retirement
after Mr. Robbins completes a full year of service past age 65 and increasing
at the rate of 5 additional years of such coverage for each additional year of
service completed by Mr. Robbins past age 65, provided that in the event, the
Bancorp or Bank is unable to include Mr. Robbins into the Bancorp’s or Bank’s
group plan, the Bancorp and/or Bank will provide to Mr. Robbins, the
incremental amount of premiums for such health coverage above what Medicare
covers, to reach the same level of coverage provided at the time of retirement
and further provided that, if there is a change in federal health care coverage
to provide for some type of a national health plan then the benefit for health
coverage to Mr. Robbins after such change would only be the cost of the
premiums above that which is provided by the national health plan to provide
him with the same level of health coverage that he has at the time of retirement,
and finally provided that, if Mr. Robbins or his family relocates to another
state, the cost of benefits provided to Mr. Robbins after retirement would be
limited to an amount not to exceed what the cost of such continued benefits
would be for California residents.


FURTHER RESOLVED THAT, the
providing of Mr. Robbins and his family with these supplemental benefits are
exclusive to Mr. Robbins and his family and that no inference should be drawn
that any other director, executive officer or employee of Bancorp or Bank shall
be entitled to similar supplemental benefits.


	
  

  	
   

  	
   

  	
   

  	
  BANK:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  BUTTE COMMUNITY BANK

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Date:

  	
  9-18-2006

  	
   

  	
  By:

  	
  //s// Don Leforce

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
  Title:

  	
  Chairman of the
  Board

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  EMPLOYEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  9-12-2006

  	
   

  	
   

  	
  By:

  	
  //s// K C Robbins

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Keith C Robbins