EX-10.1






AMENDMENT TO VOLUNTARY RETIREMENT AGREEMENT




This AMENDMENT TO VOLUNTARY RETIREMENT AGREEMENT (“Amendment”) amends the terms of the VOLUNTARY
RETIREMENT AGREEMENT (the “Agreement”) executed on September 24, 2008, by and between FIVE STAR
BANK (“FSB”) and RONALD A. MILLER (“Executive”).



WHEREAS, Executive is currently employed by FSB in a full-time capacity;



WHEREAS, Executive and FSB executed the Agreement on September 24, 2008, to establish and clarify
their respective rights and obligations arising from the retirement of Executive;



WHEREAS, pursuant to the Agreement, Executive is obligated to resign and be separated on March 31,
2010;



WHEREAS, Executive and FSB wish to continue Executive’s employment in a part-time capacity after
March 31, 2010;



NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants herein contained,
Executive and FSB hereby agree to amend the Agreement as follows:



1. Paragraph 1 of the Agreement shall be amended to replace such paragraph in its entirety
with the following:




Executive shall step down from his current full-time position effective March 31, 2010.
From April 1 through September 30, 2010, or such earlier date designated by FSB, Executive
agrees to provide continuous services to FSB, as a part-time employee, on such special
projects that are specified by FSB’s CEO and CFO. The parties agree that the services
provided by Executive during this period are not expected to entail more than one day of
work per week, and Executive’s employment is “at will” and may be terminated at any time by
FSB. Executive’s salary for these continued services shall be pro-rated to correspond with
his reduction in hours, to 20% of his regular monthly base salary in effect on the date of
this Amendment. Effective March 31, 2010, Executive shall be separated from service for
purposes of Internal Revenue Code Section 409A because the level of bona fide services
Executive provides to FSB is being reduced permanently to a level less than or equal to 20
percent of the average level of bona fide services provided by Executive to FSB during the
immediately preceding 36-month period. Effective September 30, 2010, or such earlier date
as termination of employment may occur, Executive shall resign and terminate his employment
relationship with FSB. Executive’s participation in all FSB fringe benefits shall cease
September 30, 2010, or such earlier date as termination of employment may occur, with the
exception of previously vested benefits.



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2. Paragraph 2 of the Agreement shall be amended to delete the last sentence and replace such
sentence in its entirety with the following:




In the event of Executive’s death, any payments still due Executive under this paragraph
shall be made to Executive’s named beneficiary. Executive shall have the option to change
the named beneficiary during the term payments are made under this Agreement.



3. Paragraph 3 of the Agreement shall be amended to add the following at the end of such
paragraph:




In addition, Executive shall execute a second copy of the Release of Claims on or between
September 1 and September 23, 2010 (or in the event his employment terminates between March
31, 2010 and September 1, 2010, the release must be signed within five days of the effective
date of termination). Payments under paragraph 2 shall not be made unless Executive executes
the second Release of Claims within the timeframe(s) specified above and does not revoke the
Release of Claims.



3. If any provision of this Amendment is held to be illegal, void or unenforceable, such
provisions shall have no effect upon, and shall not impair the legality or enforceability of, any
other provision of this Amendment or the Agreement.



4. This Amendment is binding upon, and shall inure to the benefit of, the parties and their
respective heirs, executors, representatives, successors and assigns.



5. Nothing herein is intended to alter Executive’s status as an at-will employee.



6. Executive acknowledges and warrants that:




(a) He has had the opportunity to consider, for up to twenty-one days, the terms and
provisions of this Amendment;




(b) He has been advised by FSB in this writing to consult, and has had adequate
opportunity to consult with, an attorney of his choosing prior to executing this Amendment;




(c) He has carefully read this Amendment in its entirety, has had an opportunity to
have its provisions explained to him by an attorney of his choosing, and fully understands
the significance of all of its terms and provisions; and




(d) He is signing this Amendment voluntarily and of his own free will and assents to
all of the terms and conditions contained herein.



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7. This Amendment shall not become effective until the eighth day following its execution by
Executive (the “Effective Date”). Executive shall have the right to revoke this Amendment for a
period of seven (7) days following his execution of this Amendment by giving written notice by
personal delivery of such revocation to FSB. If Executive revokes this Amendment prior to the
Effective Date, the promises and obligations contained herein shall be null and void.



IN WITNESS WHEREOF, the parties hereto have executed this Amendment.



	 	 	 
	Ronald A. Miller

	 	Peter G. Humphrey, President & CEO
	 

	 	 
	RONALD A. MILLER

	 	FIVE STAR BANK
	Date: March 2, 2010

	 	Date: 3/2/2010
	 

	 	 







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