Exhibit 10.52





Exhibit 10.52




PLUMAS BANK

EXECUTIVE SALARY CONTINUATION AGREEMENT




This Amended and Restated Executive Salary Continuation Agreement governing benefits accrued after
December 31, 2004 (Agreement) is entered into this 17th day of December, 2008 by and between Plumas
Bank, a corporation organized under the laws of the state of California (the “Employer”), and
Douglas N. Biddle, an individual residing in the state of California (hereinafter referred to as
the “Executive”).



RECITALS




WHEREAS, the Executive is in the employ of the Employer, and has faithfully served the Employer for
many years. It is in the consensus of the Board of Directors (Board) and its compensation
committee that the Executive’s services have been of exceptional merit and an invaluable
contribution to the profits and position of the Employer in its field of activity; and



WHEREAS, the Employer and the Executive are parties to that certain Executive Salary Continuation
Agreement, dated June 2, 1994, and amended February 16, 2000, which provides for the payment of
certain benefits; and



WHEREAS, it is deemed to be in the best interests of the Employer to provide the Executive with
certain salary continuation benefits, on the terms and conditions set forth herein, in order to
reasonably induce the Executive to remain in the Employer’s employment; and



WHEREAS, section 885 of the American Jobs Creation Act of 2004 amended the Internal Revenue Code
(Code) to add section 409A implementing detailed rules regarding deferred compensation; and



WHEREAS, Notice 2005-1 was subsequently issued by the Treasury Department providing additional
guidance on transitioning a plan of deferred compensation, such as this Agreement, into compliance
with Code section 409A. Notice 2005-1 announced that a deferred compensation plan subject to Code
section 409A must be operated in good faith compliance with the provisions of Code section 409A and
Notice 2005-1 during the 2005 calendar year. Supplemental guidance from the IRS has extended the
good faith compliance period through December 31, 2008. Final Treasury Regulations were issued on
April 10, 2007 and are effective January 1, 2009; and



WHEREAS, pursuant to the Treasury regulations and other published IRS guidance, benefits vested
under the agreement between the Employer and the
Executive as of December 31, 2004 (Grandfathered Agreement) are eligible for grandfather treatment
and shall not be subject to Code section 409A; and



 


 









 





WHEREAS, the Grandfathered Agreement is being amended by a Second Amendment to the Executive Salary
Continuation Agreement for Douglas N. Biddle of even date herewith (Second Amendment) to attach a
notice of its grandfathered status and to clarify that the benefits vested under the Grandfathered
Agreement are not subject to Code section 409A; and



WHEREAS, since such Second Amendment is not a material modification of the Grandfathered Agreement
that would subject it to Code section 409A; and



WHEREAS, the terms of the Grandfathered Agreement in effect on December 31, 2004, as clarified by
the Second Amendment shall (i) remain in full force and effect, and (ii) govern all benefits vested
as of December 31, 2004. This Agreement shall in no way be construed to limit, replace or abridge
benefits payable thereunder.



ACCORDINGLY, it is the desire of the Employer and the Executive to enter into this amended and
restated Agreement, covering benefits accrued on or after January 1, 2005, in good faith compliance
with the requirements of Code section 409A, and the final Treasury regulations; and its terms shall
apply only to benefits under the Agreement deferred after December 31, 2004.



NOW, THEREFORE, in consideration of the services to be performed in the future, as well as the
mutual promises and covenants contained herein, the Executive and the Employer agree as follows:



AGREEMENT




ARTICLE I. TERMS AND DEFINITIONS





	1.01	 	Administrator. The Employer shall be the “Administrator” and, solely for the
purposes of ERISA, the “fiduciary” of this Agreement where a fiduciary is required by ERISA.







	1.02	 	Annual Benefit. The term “Annual Benefit” shall mean an annual sum of sixty-two
thousand dollars ($62,000) multiplied by the Applicable Percentage (defined below) less the
annual benefit payable under the Grandfathered Agreement and then reduced to the extent
required: (i) under the other provisions of this Agreement; (ii) by reason of the lawful order
of any regulatory agency or body having jurisdiction over the Employer; and (iii) in order for
the Employer to properly comply with any and all applicable state and federal laws, including,
but not limited to,
income, employment and disability income tax laws (e.g., FICA, FUTA, SDI).






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	1.03	 	Applicable Percentage. The term “Applicable Percentage” shall mean that percentage
listed on Schedule “A” attached hereto which is adjacent to the number of complete years (with
a “year” being the performance of personal services for or on behalf of the Employer as an
employee for a period of three hundred sixty-five (365) days) which have elapsed starting from
the Effective Date of this Agreement and ending on the date payments are to first begin under
the terms of this Agreement. In the event that Executive’s employment with Employer is
terminated other than by reason of death, disability, Retirement or voluntary termination on
the part of Executive, Executive shall be deemed for purposes of determining the number of
complete years to have completed a year of service in its entirety for any partial year of
service after the last anniversary date of the Effective Date during which the Executive’s
employment is terminated.







	1.04	 	Beneficiary. The term “beneficiary” or “designated beneficiary” shall mean the
person or persons whom the Executive shall designate in a valid Beneficiary Designation, a
copy of which is attached hereto as Exhibit “B”, to receive the benefits provided hereunder. A
Beneficiary Designation shall be valid only if it is in the form attached hereto and made a
part hereof and is received by the Administrator prior to the Executive’s death.







	1.05	 	Code. “Code” shall mean the Internal Revenue code of 1986, as amended.







	1.06	 	Disability/Disabled. The term “Disability” or “Disabled” shall mean the Executive:
(i) is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by
reason of any medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period of not less than three (3)
months under an accident and health plan covering employees or directors of the Employer.
Medical determination of Disability may be made by either the Social Security Administration
or by the provider of an accident or health plan covering employees or directors of the
Employer provided that the definition of “disability” applied under such disability insurance
program complies with the requirements of the preceding sentence. Upon the request of the
plan administrator, the Executive must submit proof to the plan administrator of the Social
Security Administration’s or the provider’s determination.






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	1.07	 	Early Retirement Date. The term “Early Retirement Date” shall mean the Retirement
(as defined below) of the Executive on a date which occurs after the date upon which the
Executive has, measured in the aggregate and from the date of this Agreement to the date of
the Executive’s Retirement, been employed by the Employer for no less than nineteen (19)
years.







	1.08	 	Effective Date. The term “Effective Date” shall mean the date upon which this
Agreement was entered into by the parties, as first written above.







	1.09	 	ERISA. The term “ERISA” shall mean the Retirement Income-security Act of 1974, as
amended.







	1.10	 	Plan Year. The term “Plan Year” shall mean the Employer’s calendar year.







	1.11	 	Retirement/Retires. The term “Retirement” or “Retires” shall mean the date
acknowledged in Executive’s written notice to the Employer of the Executive’s Termination of
Employment.







	1.12	 	Specified Employee. The term “Specified Employee” shall mean an employee who at the
time of Termination of Employment is a key employee of the Employer, if any stock of the
Employer 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 twelve (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.







	1.13	 	Surviving Spouse. The term “Surviving Spouse” shall mean the person, if any, who
shall be legally married to the Executive on the date of the Executive’s death.







	1.14	 	Termination of Employment. “Termination of Employment” shall mean termination of the
Executive’s employment with the Employer for reasons other than death or Disability. Whether
a Termination of Employment has occurred is determined based on whether the facts and
circumstances indicate that the Employer and the Executive reasonably anticipated that no
further services would be performed after a certain date or that the
level of bona fide services the Executive would perform after such date (whether as an
employee or as an independent contractor) would permanently decrease to no more than twenty
percent (20%) of the average level of bona fide services performed (whether as an employee
or an independent contractor) over the immediately preceding thirty-six (36) month period
(or the full period of services to the Employer if the Executive has been providing
services to the Employer less than thirty-six (36) months).






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	1.15	 	Unforeseeable Emergency. The term “Unforeseeable Emergency” shall mean a severe
financial hardship to the Executive resulting from an illness or accident of the Executive,
the Executive’s spouse, the Beneficiary, or the Executive’s dependent (as defined in section
152(a) of the Code), loss of the Executive’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control
of the Executive.






ARTICLE II. SCOPE, PURPOSE AND EFFECT





	2.01	 	Contract of Employment. Although this Agreement is intended to provide the Executive
with an additional incentive to remain in the employ of the Employer, this Agreement shall not
be deemed to constitute a contract of employment between the Executive and the Employer nor
shall any provision of this Agreement restrict or expand the right of the Employer to
terminate the Executive’s employment. This Agreement shall have no impact or effect upon any
separate written Employment Agreement which the Executive may have with the Employer, it being
the parties’ intention and agreement that unless this Agreement is specifically referenced in
said Employment Agreement (or any modification thereto), this Agreement (and the Employer’s
obligations hereunder) shall stand separate and apart and shall have no effect upon, nor be
affected by, the terms and provisions of said Employment Agreement.







	2.02	 	Fringe Benefit. The benefits provided by this Agreement are granted by the Employer
as a fringe benefit to the Executive and are not a part of any salary reduction plan or any
arrangement deferring a bonus or a salary increase. The Executive has no option to take any
current payments or bonus in lieu of the benefits provided by this Agreement.






ARTICLE III. PAYMENTS UPON OR AFTER RETIREMENT





	3.01	 	Payments Upon Retirement. If the Executive shall remain in the continuous employment
of the Employer until attaining sixty-five (65) years of age, the Executive shall be entitled
to be paid, as his normal retirement benefit, the Annual Benefit, as defined above, for a
period of fifteen (15)
years, in one hundred eighty (180) equal monthly installments, with each installment to be
paid on the first day of each month, beginning with the month following the month in which
the Executive Retires.






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	3.02	 	Payments in the Event of Death After Retirement. The Employer agrees that if the
Executive Retires, but shall die before receiving all of the one hundred eighty (180) equal
monthly installments described in section 3.01 above, the Employer will make the remaining
monthly payments, undiminished and on the same schedule as if the Executive had not died, to
the Executive’s designated Beneficiary. If a valid Beneficiary designation is not in effect,
then the remaining amounts due to the Executive under the term of this Agreement shall be paid
to the Executive’s Surviving Spouse. If the Executive leaves no Surviving Spouse, the
remaining amounts due to the Executive under the terms of this Agreement shall be paid to the
duly qualified personal representative, executor or administrator of the Executive’s estate.






ARTICLE IV. PAYMENTS IN THE EVENT OF DEATH OR DISABILITY 

OCCURS PRIOR TO RETIREMENT





	4.01	 	Payments in the Event of Death Prior to Retirement. In the event the Executive
should die while actively employed by the Employer at any time after the Effective Date of
this Agreement, but prior to attaining sixty (60) years of age or if the Executive chooses to
work after attaining sixty (60) years of age, but dies before Retirement, the Employer agrees
to pay the Annual Benefit for a period of fifteen (15) years in one hundred eighty (180) equal
monthly installments, with each installment to be paid on the first of each month beginning
with the month following the Executive’s death, to the Executive’s designated Beneficiary with
the Applicable Percentage determined by the applicable years of service, including years of
service with the Employer prior to execution of this agreement, at the time of death. If a
valid Beneficiary designation is not in effect, then the amounts due to the Executive under
the terms of this Agreement shall be paid to the Executive’s Surviving Spouse as set forth
above. If the Executive leaves no Surviving Spouse, the amounts due to the Executive under
the terms of this Agreement shall be paid to the duly qualified personal representative,
executor or administrator of the Executive’s estate as set forth above.






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	4.02	 	Payments in the Event of Disability Prior to Retirement. In the event the Executive
becomes Disabled while actively employed by the Employer at any time after the date of this
Agreement but prior to Retirement, the Executive shall: (i) continue to be treated during
such period of Disability as being gainfully employed by the Employer, but shall not add
applicable years of service for the purpose of determining the Annual Benefit; and (ii)
be entitled to be paid the Annual Benefit for fifteen (15) years, as determined by the
applicable years of service at the time of Disability in one hundred eighty (180) equal
monthly installments, with each installment to be paid on the first day of each month,
beginning with the month following the earlier of (1) the month in which the Executive
attains sixty-five (65) years of age; or (2) the date upon which the Executive is no longer
entitled to receive disability benefits under the Executive’s principal disability
insurance policy. Upon Executive’s death, no further payments will be made under this
Article 4.02.






ARTICLE V. PAYMENTS IN THE EVENT EMPLOYMENT IS TERMINATED 

OTHER THAN BY DEATH, DISABILITY, RETIREMENT





	5.01	 	Payments in the Event Employment is Terminated Other than by Disability, Retirement or a
Change of Control of the Employer. As indicated in Article II above, the Employer
reserves the right to terminate the Executive’s employment, with or without cause, but subject
to any written employment agreement which may then exist, at any time prior to the Executive’s
Retirement. In the event that the employment of the Executive shall be terminated for any
reason, including voluntary Termination of Employment by the Executive, but other than by
reason of Disability, Retirement or a Change of Control of the Employer as set forth in
Article 5.02, the Executive or his legal representative shall be entitled to be paid the
Annual Benefit for a period of fifteen (15) years, as determined by the applicable years of
service at the time of the Executive’s Termination of Employment with the Employer, in one
hundred eighty (180) equal monthly installments, with each installment to be paid on the first
day of each month, beginning with the month following the month in which the Executive attains
sixty-five (65) years of age.







	5.02	 	Termination of Employment in the Event of a Change of Control. A “Terminating Event”
shall be defined as a change in the ownership or effective control of the Employer, or in the
ownership of a substantial portion of the assets of the Employer, as such change is defined in
section 409A of the Code and regulations thereunder.







In the event the Executive’s employment terminates with the Employer or Employer’s
successor within twenty-four (24) months of a Terminating Event and the Executive gives
written notice to the Employer or Employer’s successor within thirty (30) calendar days of
such Termination of Employment that the termination is for the reason that a Terminating
Event has occurred, the Executive or his legal representative shall be entitled to be paid
the Annual Benefit with the Applicable Percentage equal to one hundred percent (100%), for
a period of fifteen (15) years, in one hundred eighty (180) equal monthly installments,
with each
installment to be paid on the first day of each month, beginning with the month following
the month in which the Executive terminates employment.



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The Executive and Employer acknowledge that limitations on deductibility of the Annual
Benefit for federal income tax purposes may be imposed under, but not limited to section
280G of the Code, and any successor to section 280G of the Code. The increase in the
Applicable Percentage pursuant to the application of this Article 5.02 shall be limited to
such increase in the Applicable Percentage (which increase shall not result in the
Applicable Percentage being greater than one hundred percent (100%)) that results in the
greatest amount of the Annual Benefit that is deductible by the Employer for federal income
tax purposes after taking into account all other compensation payments to or for the
benefit of the Executive that are included in determining the deductibility of such
payments under section 280G of the Code or any successor to section 280G of the Code. In
the event that prior to the application of this Article 5.02, all other compensation
payments to or for the benefit of Executive results in the limitation of the deductibility
by Employer of such payments under section 280G or any successor to section 280G of the
Code, then this Article 5.02 shall not be applicable.



ARTICLE VI. PAYMENT IN THE EVENT THE EXECUTIVE ELECTS EARLY RETIREMENT




The Executive shall have the right to elect to receive the Annual Benefit prior to attaining
sixty-five (65) years of age if he chooses to Retire on a date which constitutes an Early
Retirement Date as defined in Article 1.09 above. In the event the Executive elects to Retire on a
date which constitutes an Early Retirement Date, the Executive shall be entitled to be paid the
Annual Benefit for a period of fifteen (15) years determined by the applicable years of service at
the time of early retirement, as defined above, in one hundred eighty (180) equal monthly
installments, with each installment to be paid on the first day of each month, beginning with the
month following the month in which the Early Retirement Date occurs.



ARTICLE VII. PAYMENTS IN THE EVENT OF AN UNFORESEEABLE EMERGENCY





	7.01	 	Hardship Distribution. The Employer may make a hardship distribution under the
circumstances described in Article 7.02 below. Any such distribution shall require the
adjustment described in Article 7.03 to any amounts to be paid under Articles 3, 4, 5 or 6.






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	7.02	 	Application for and Amount of Hardship Distribution. If an Unforeseeable Emergency
occurs, the Executive may petition the Board to receive a distribution from the Agreement (a
“Hardship Distribution”). The Board in its sole discretion may grant such petition. If
granted, the Executive shall receive, within sixty (60) days, a Hardship Distribution from the
Agreement only to the extent deemed necessary by the Board to remedy the Unforeseeable
Emergency, plus an amount necessary to pay taxes reasonably anticipated as a result of the
distribution. In any event, the maximum amount which may be paid out pursuant to this Article
is the vested Annual Benefit as of the day that the Executive petitioned the Board to receive
a Hardship Distribution under this Article.







	7.03	 	Benefit Adjustment. At the time of any Hardship Distribution, the vested Annual
Benefit shall be reduced by the amount of the Hardship Distribution and the benefits to be
paid under Articles 3, 4, 5 or 6 hereof shall reflect such reduced amount.






ARTICLE VIII. RESTRICTION ON TIMING OF DISTRIBUTIONS




Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a
Specified Employee, the provisions of this Article 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 the
Executive dies prior to the end of such 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.



ARTICLE IX. DISTRIBUTIONS UPON INCOME INCLUSION UNDER SECTION 

409A OF THE CODE




If, pursuant to Code section 409A, the Federal Insurance Contributions Act or other state, local or
foreign tax, the Executive becomes subject to tax on the amounts deferred hereunder, then the
Employer may make a limited distribution to the Executive in accordance with the provisions of
Treasury Regulations section 1.409A-3(j)(vi), (vii) and (xi). Any such distribution will decrease
the Executive’s benefit hereunder.



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ARTICLE X. CHANGE IN FORM OR TIMING OF DISTRIBUTIONS




Except as provided in Article 15.15, all changes in the form or timing of distributions hereunder
must be made by written amendment to this Agreement and must comply with the following
requirements. The changes:




	 	(a)	 	may not accelerate the time or schedule of any distribution, except as
provided in Code section 409A and the regulations thereunder;







	 	(b)	 	must, for benefits distributable under Article 3 and 6, be made at least
twelve (12) months prior to the first scheduled distribution;







	 	(c)	 	must, for benefits distributable under Articles 3, 5 and 6, delay the
commencement of distributions for a minimum of five (5) years from the date the first
distribution was originally scheduled to be made; and







(d) must take effect not less than twelve (12) months after the election is made.



ARTICLE XI. RIGHT TO DETERMINE FUNDING METHODS




The Employer reserves the right to determine, in its sole and absolute discretion, whether, to what
extent and by what method, if any, to provide for the payment of the amounts which may be payable
to the Executive, the Executive’s spouse or the Executive’s beneficiaries under the terms of this
Agreement. In the event that the Employer elects to fund this Agreement, in whole or in part,
through the use of life insurance or annuities, or both, the Employer shall determine the ownership
and beneficial interests of any such policy of life insurance or annuity. The Employer further
reserves the right, in its sole and absolute discretion, to terminate any such policy, and any
other device used to fund its obligations under this Agreement, at any time, in whole or in part.
Consistent with Article 13 below, neither the Executive, the Executive’s spouse nor the Executive’s
beneficiaries shall have any right, title or interest in or to any funding source or amount
utilized by the Employer pursuant to this Agreement, and any such funding source or amount shall
not, constitute security for the performance of the Employer’s obligations pursuant to this
Agreement. In connection with the foregoing, the Executive agrees to execute such documents and
undergo such medical examinations or tests which the Employer may request and which may be
reasonably necessary to facilitate any funding for this Agreement including, without limitation the
Employer’s acquisition of any policy of insurance or annuity. Furthermore, a refusal by the
Executive to consent to participate in and undergo any such medical examinations or tests shall
result in the immediate termination of this Agreement and the immediate forfeiture by the
Executive, the Executive’s spouse and the Executive’s beneficiaries of any and all rights to
payment hereunder.



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ARTICLE XII. CLAIMS PROCEDURE




The Employer shall, but only to the extent necessary to comply with ERISA, be designated as the
named fiduciary under this Agreement and shall have authority to control and manage the operation
and administration of this Agreement. Consistent therewith, the Employer shall make all
determinations as to the rights
to benefits under this Agreement. Any decision by the Employer denying a claim by the Executive,
the Executive’s spouse, or the Executive’s beneficiary for benefits under this Agreement shall be
stated in writing and delivered or mailed, via registered or certified mail, to the executive,
the Executive’s spouse or the Executive’s beneficiary, as the case may be. Such decision shall set
forth the specific reasons for the denial of a claim. In addition, the Employer shall provide the
Executive, the Executive’s spouse or the Executive’s beneficiary with a reasonable opportunity for
a full and fair review of the decision denying such claim.



ARTICLE XIII. STATUS OF AN UNSECURED GENERAL CREDITOR




Notwithstanding anything contained herein to the contrary: (i) neither the Executive, the
Executive’s spouse and the Executive’s beneficiary shall have any legal or equitable rights,
interests or claims in or to any specific property or assets of the Employer; (ii) none of the
Employer’s assets shall be held in or under any trust for the benefit of the Executive, the
Executive’s spouse or the Executive’s beneficiary or held in any way as security for the
fulfillment of the obligations of the Employer under this Agreement; (iii) all of the Employer’s
assets shall be and remain the general unpledged and unrestricted assets of the Employer; (iv) the
Employer’s obligation under this Agreement shall be that of an unfunded and unsecured promise by
the Employer to pay money in the future; and (v) the Executive, the Executive’s spouse and the
Executive’s beneficiary shall be unsecured general creditors with respect to any benefits which may
be payable under the terms of this Agreement.



ARTICLE XIV. COVENANT NOT TO INTERFERE




The Executive agrees not to take any action which prevents the Employer from collecting the
proceeds of any life insurance policy which the Employer may happen to own at the time of the
Executive’s death and of which the Employer is the designated beneficiary.



ARTICLE XV. MISCELLANEOUS





	15.01	 	Opportunity to Consult with Independent Counsel. The Executive acknowledge that he
has been afforded the opportunity to consult with independent counsel of his choosing
regarding both the benefits granted to him under the terms of this Agreement and the terms and
conditions which may affect the Executive’s right to these benefits. The Executive further
acknowledges that he has read, understands and consents to all of the terms and conditions of
this Agreement, and that he enters into this Agreement with a full understanding of its terms
and conditions.






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	15.02	 	Arbitration of Disputes. All claims, disputes and other matters in question arising
out of or relating to this Agreement or the breach or interpretation thereof, other than those
matters which are to be determined by the Employer in its sole and absolute discretion, shall
be resolved by binding arbitration before a representative member, selected by the mutual
agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”),
presently located at 111 Pine Street, Suite 710, San Francisco, California. In the event JAMS
is unable or unwilling to conduct the arbitration provided for under the terms of this
paragraph, or has discontinued its business, the parties agree that a representative member,
selected by the mutual agreement of the parties, of the American Arbitration Association
(“AAA”), presently located at 417 Montgomery Street, San Francisco, California, shall conduct
the binding arbitration referred to in this paragraph. Notice of the demand for arbitration
shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if
necessary). In no event shall the demand for arbitration be made after the date when
institution of legal or equitable proceedings based on such claim, dispute or other matter in
question would be barred by the applicable statute of limitations. The arbitration shall be
subject to such rules of procedure used or established by JAMS, or if there are none, the
rules of procedure used or established by AAA. Any award rendered by JAMS or AAA shall be
final and binding upon the parties, and as applicable, their respective heirs, beneficiaries,
legal representatives, agents, successors and assigns, and may be entered in any court having
jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall
be specifically enforceable in accordance with, and shall be conducted consistently with, the
provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration
hereunder shall be conducted in Quincy, California, unless otherwise agreed to by the parties.







	15.03	 	Attorneys’ Fees. In the event of any arbitration or litigation concerning any
controversy, claim or dispute between the parties hereto, arising out of or relating to this
Agreement or the breach hereof, or the interpretation hereof, the prevailing party shall be
entitled to recover from the losing party reasonable expenses, attorneys’ fees and costs
incurred in connection therewith or in the enforcement or collection of any judgment or award
rendered therein. The “prevailing party” means the party determined by the arbitrator(s) or
court, as the case may be, to have most nearly prevailed, even if such party did not prevail
in all matters, not necessarily the one in whose favor a judgment is rendered.






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	15.04	 	Notice. Any notice required or permitted of either the Executive or the Employer
under this Agreement shall be deemed to have been duly given, if by personal delivery upon the
date received by the party or its authorized representative. If by facsimile, upon
transmission to a
telephone number previously provided by the party to whom the facsimile is transmitted as
reflected in the records of the party transmitting the facsimile and upon reasonable
confirmation of such transmission. and if by mail, on the third day after mailing via U.S.
first class mail, registered or certified, postage prepaid and return receipt requested,
and addressed to the party at the address given below for the receipt of notices, or such
changed address as may be requested in writing by a party.






	 	 	 
	If to the Employer:

	 	Plumas Bank
	 

	 	P.O. Box 10150
	 

	 	Quincy, California 95971
	 

	 	Attn: Mr. Daniel E. West
	 
	 	 
	If to the Executive:

	 	Douglas N. Biddle
	 

	 	550 Hillside Drive
	 

	 	Quincy, California 95971







	15.05	 	Assignment. Neither the Executive, the Executive’s spouse, nor any other
beneficiary under this Agreement shall have any power or right to transfer, assign,
hypothecate, modify or otherwise encumber any part or all of the amounts payable hereunder,
nor, prior to payment in accordance with the terms of this Agreement, shall any portion of
such amounts be: (i) subject to seizure by any creditor of any such beneficiary, by a
proceeding at law or in equity, for the payment of any debts, judgments, alimony or separate
maintenance obligations which may be owed by the Executive, the Executive’s spouse, or any
designated beneficiary; or (ii) transferable by operation of law in the event of bankruptcy,
insolvency or otherwise. Any such attempted assignment or transfer shall be void and shall
terminate this Agreement, and the Employer shall thereupon have no further liability
hereunder.







	15.06	 	Binding Effect/Merger or Reorganization. This Agreement shall be binding upon and
inure to the benefit of the Executive and the Employer and, as applicable, their respective
heirs, beneficiaries, legal representatives, agents, successors and assigns. Accordingly, the
Employer shall not merge or consolidate into or with another corporation, or reorganize or
sell substantially all of its assets to another corporation, firm or person, unless and until
such succeeding or continuing corporation, firm or person agrees to assume and discharge the
obligations of the Employer under this Agreement. Upon the occurrence of such event, the term
“Employer” as used in this Agreement shall be deemed to refer to such surviving or successor
firm, person, entity or corporation.






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	15.07	 	Nonwaiver. The failure of either party to enforce at any time or for any period of
time anyone or more of the terms or conditions of this Agreement
shall not be a waiver of such term(s) or condition(s) or of that party’s right thereafter
to enforce each and every term and condition of this Agreement.







	15.08	 	Partial Invalidity. If any term, provision covenant or condition of this Agreement
is determined by an arbitrator or a court, as the case may be, to be invalid, void, or
unenforceable, such determination shall not render any other term, provision, covenant or
condition invalid, void or unenforceable, and the Agreement shall remain in full force and
effect notwithstanding such partial invalidity.







	15.09	 	Entire Agreement. This Agreement supersedes any and all other agreements, either
oral or in writing, between the parties with respect to the subject matter of this Agreement
and contains all of the covenants and agreements between the parties with respect thereto.
Each party to this Agreement acknowledges that no other representations, inducements, promises
or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of
any party, which are not set forth herein, and that no other agreement, statement or promise
not contained in this Agreement shall be valid or binding on either party.







	15.10	 	Amendments. Except as otherwise provided in this Article or Articles 15.14 and
15.15, below, this Agreement may be amended only by a written agreement signed by the Employer
and the Executive. However, the Employer may unilaterally amend this Agreement to conform
with written directives to the Employer from its auditors or banking regulators or to comply
with legislative changes or tax law, including without limitation section 409A of the Code and
any and all Treasury regulations and guidance promulgated thereunder.







	15.11	 	Paragraph Headings. The paragraph headings used in this Agreement are included
solely for the convenience of the parties and shall not affect or be used in connection with
the interpretation of this Agreement.







	15.12	 	No Strict Construction. The language used in this Agreement shall be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no rule of
strict construction, will be applied against any person.







	15.13	 	Governing Law. The laws of the state of California, other than those laws
denominated choice of law rules, and, where applicable, the rules and regulations of: (i) the
California Superintendent of Banks; (ii) the Board of Governors of the Federal Reserve System;
(iii) the Federal Deposit Insurance corporation; or (iv) any other regulatory agency or
governmental
authority having jurisdiction over the Employer, shall govern the validity, interpretation,
construction and effect of this Agreement.






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	15.14	 	Plan Termination Generally. Except as otherwise provided in Article 15.15, this
Agreement may be terminated only by a written agreement signed by the Employer and the
Executive. The benefit hereunder shall be the vested Annual Benefit as of the date the
Agreement is terminated. Except as provided in Article 15.15, the termination of this
Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such
termination benefit distributions will be made at the earliest distribution event permitted
under Articles 3, 4, 5 or 6.







	15.15	 	Plan Terminations Under Section 409A. Notwithstanding anything to the contrary
herein, this Agreement may be terminated by the Employer, or its successor, and distributions
hereunder accelerated as provided below in the following circumstances:







	 	(a)	 	Within thirty (30) days before or twelve (12) months after a change in the
ownership or effective control of the Employer, or in the ownership of a substantial
portion of the assets of the Employer as described in Section 409A(2)(A)(v) of the
Code, provided that all distributions are made no later than twelve (12) months
following such termination of the Agreement and further provided that all the
Employer’s arrangements which are substantially similar to the Agreement are
terminated so the Executive and all participants in the similar arrangements are
required to receive all amounts of compensation deferred under the terminated
arrangements within twelve (12) months of the such terminations;







	 	(b)	 	Upon the Employer’s dissolution or with the approval of a bankruptcy court
provided that the amounts deferred under the Agreement are included in the Executive’s
gross income in the latest of (i) the calendar year in which the Agreement terminates;
(ii) the calendar year in which the amount is no longer subject to a substantial risk
of forfeiture; or (iii) the first calendar year in which the distribution is
administratively practical; or







	 	(c)	 	Upon the Employer’s termination of this and all other arrangements that would
be aggregated with this Agreement pursuant to Treasury Regulations section 1.409A-1(c)
if the Executive participated in such arrangements (“Similar Arrangements”), provided
that (i) the termination and liquidation does not occur proximate to a downturn in the
financial health of the Employer, (ii) all termination distributions are made no
earlier than twelve (12) months and no later than twenty-four (24) months following
such termination, and (iii) the Employer does not adopt any new arrangement that would
be a Similar Arrangement for a minimum of three (3) years
following the date the Employer takes all necessary action to irrevocably terminate
and liquidate the Agreement;






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the Employer may distribute the vested Annual Benefit, determined as of the date of the termination
of the Agreement, to the Executive in a lump sum subject to the above terms.




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






IN WITNESS WHEREOF, the Employer and the Executive have executed this Agreement on the date first
above-written in the City of Quincy, Plumas County, California.



	 	 	 	 	 	 	 
	THE EMPLOYER:

	 	 	 	THE EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	PLUMAS BANK
	 	 	 	 	 	 
	A California Corporation
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Daniel E. West
 

Daniel E. West

	 	 
	 	/s/ D. N. Biddle
 

Douglas N. Biddle
	 	 
	Chairman of the Board
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Terrence J. Reeson
 

Terrence J. Reeson

	 	 	 	 	 	 
	Vice-Chairman of the Board
	 	 	 	 	 	 






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SCHEDULE A




	 	 	 	 	 
	NUMBER OF COMPLETE	 	 	 
	YEARS OF SERVICE	 	APPLICABLE	 
	WHICH HAVE ELAPSED	 	PERCENTAGE	 
	 
	 	 	 	 
	1 
	 	 	4.74	%
	2 
	 	 	9.48	%
	 
	 	 	 	 
	3 
	 	 	14.22	%
	 
	 	 	 	 
	4 
	 	 	18.96	%
	 
	 	 	 	 
	5 
	 	 	23.70	%
	 
	 	 	 	 
	6 
	 	 	28.44	%
	 
	 	 	 	 
	7 
	 	 	33.18	%
	 
	 	 	 	 
	8 
	 	 	38.08	%
	 
	 	 	 	 
	9 
	 	 	42.66	%
	 
	 	 	 	 
	10 
	 	 	47.40	%
	 
	 	 	 	 
	11 
	 	 	52.14	%
	 
	 	 	 	 
	12 
	 	 	56.88	%
	 
	 	 	 	 
	13 
	 	 	61.62	%
	 
	 	 	 	 
	14 
	 	 	66.36	%
	 
	 	 	 	 
	15 
	 	 	71.10	%
	 
	 	 	 	 
	16 
	 	 	75.84	%
	 
	 	 	 	 
	17 
	 	 	80.58	%
	 
	 	 	 	 
	18 
	 	 	85.32	%
	 
	 	 	 	 
	19 (early retirement age — 60)
	 	 	90.06	%
	 
	 	 	 	 
	20 
	 	 	92.06	%
	 
	 	 	 	 
	21 
	 	 	94.06	%
	 
	 	 	 	 
	22
	 	 	96.06	%
	 
	 	 	 	 
	23 
	 	 	98.06	%
	 
	 	 	 	 
	24 
	 	 	100.00	%






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