Exhibit 10.51





Exhibit 10.51




FIRST AMENDMENT

TO THE

PLUMAS BANK

SPLIT DOLLAR AGREEMENT

DATED AUGUST 23, 2005

FOR

ANDREW J. RYBACK




THIS FIRST AMENDMENT is adopted this 17th day of December, 2008, by and between PLUMAS BANK, a
state-chartered commercial bank located in Quincy, California (the “Employer”), and ANDREW J.
RYBACK (the “Executive”).



The Employer and the Executive executed the Split Dollar Agreement on August 23, 2005 (the
“Agreement”).



The undersigned hereby amends the Agreement for the purpose of bringing the Agreement into
compliance with section 409A of the Internal Revenue Code. In accordance with section III(D)(2) of
IRS Notice 2007-34, such amendments shall not be considered a material modification of the
Agreement under Treasury Regulations section 1.61-22(j). Therefore, the following changes shall be
made:




The following Section 1.8 shall be added to the Agreement immediately following Section 1.7:




	1.8	 	“Discount Rate” means the rate used by the plan administrator for determining the
Accrual Balance. The initial Discount Rate is six percent (6%). However, the plan
administrator, in its discretion, may adjust the Discount Rate in order to maintain the
Discount Rate within reasonable standards according to GAAP and/or applicable bank regulatory
guidance, as recommended b the Employer’s independent auditor engaged to audit the financial
statements of the Employer. The Discount Rate will be reviewed at least annually. Executive
shall be notified of any such change in the Discount Rate. Executive acknowledges that a
change in the Discount Rate may increase or decrease the Accrual Balance which may affect his
or her benefits hereunder.







 


 









 





The following Article 9 shall be added to the Agreement following
Section 8.8:



Article 9

Compliance with Code Section 409A





	9.1	 	Definition of Specified Employee. For purposes of this Article 9, the term
“Specified Employee” means an employee who at the time of Termination of Employment is a key
employee of the Company, if any stock of the Company is publicly traded on an established
securities market or otherwise. For purposes of this Agreement, an employee is a key employee
if the employee meets the requirements of Code
section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations
thereunder and disregarding section 416(i)(5)) at any time during the 12-month period
ending on December 31 (the “identification period”). If the employee is a key employee
during an identification period, the employee is treated as a key employee for purposes of
this Agreement during the twelve (12) month period that begins on the first day of April
following the close of the identification period.







	9.2	 	Restriction on Timing of Distributions to Specified Employees. Notwithstanding any
provision of this Agreement to the contrary, if the Executive is considered a Specified
Employee, the provisions of this Section 9.2 shall govern any distributions hereunder which
would otherwise be made to the Executive due to a Termination of Employment. Such
distributions shall not be made during the first six (6) months following Termination of
Employment unless Executive dies prior to the end of the six (6) month period. Rather, any
distribution which would otherwise be paid to the Executive during such period shall be
accumulated and paid to the Executive in a lump sum on the first day of the seventh month
following the Termination of Employment. All subsequent distributions shall be paid in the
manner otherwise specified herein.







	9.3	 	Timing of Payments. Any amounts paid to the Executive pursuant to Section 3.3 prior
to Termination of Employment shall be paid within two and one-half (2 1/2) months following
the end of the prior year and shall be treated as short-term deferrals under Code section
409A.







	9.4	 	Change in Form or Timing of Distributions. All changes in the form or timing of the
amounts paid to the Executive pursuant to Section 3.3 must be made by written amendment to
this Agreement and must comply with the restrictions on changes to payments contained in Code
section 409A and the regulations promulgated thereunder.






	9.5	 	Compliance with Code Section 409A. This Agreement shall be interpreted and
administered consistent with Code section 409A.








CHANG

RUTHENBERG

& LONG PC



 


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IN WITNESS OF THE ABOVE, the Employer and the Executive hereby consent to this First
Amendment.



	 	 	 	 	 	 	 	 	 	 	 
	Executive:	 	 	 	PLUMAS BANK	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Andrew J. Ryback	 	 	 	By:	 	/s/ Daniel E. West	 	 
	 	 	 	 	 	 	 	 	 
	Andrew J. Ryback	 	 	 	 	 	Daniel E. West	 	 
	 

	 	 	 	 	 	Title :
	 	Chairman of the Board	 	 






CHANG

RUTHENBERG

& LONG PC





 


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