Exhibit 10.1


 


American River Bankshares


 


Executive Annual Incentive Plan Document


 


 


Establishment and Purpose of the Plan


 


The Executive Annual Incentive Plan for American River Bankshares
(AMRB) is established as of January 1, 2020. The Plan is designed to promote exemplary performance and enhance shareholder value
by focusing eligible employees on key AMRB metrics and providing rewards for excellent performance as measured by those metrics.


 


Eligibility


 


All Executive Officers are eligible for this Plan, including
the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Credit Officer, EVP, Commercial Banking, EVP,
Retail Banking and any other positions at the discretion of the AMRB Board of Directors (the “Board”). Employees in
these positions who have been employed in excess of three (3) months by the end of the fiscal year are eligible. Employees with
over three months but less than one year of service at the end of the fiscal year will be eligible to receive a bonus based on
the salary earned during the year.


 


To be eligible for incentive payout, participants must:


		a)	be employed on the last day of the fiscal year and on the date of the incentive payout, or



		b)	have ceased employment from AMRB for one of the reasons cited in the section titled “Changes in Employment Status”.



 


Performance Period


 


The period of the Plan is AMRB’s fiscal year, January
1 to December 31.


 


Performance Metrics


 


The Compensation Committee of the Board (the “Committee”),
will recommend the AMRB performance metrics and assign a weight to each metric. The Board will approve all metrics recommended
by the Committee.


 


The performance metrics and weights will be outlined each year.
Each metric will be assessed for incentive independently, as long as the funding threshold is achieved (see “Funding Threshold”).


 


Funding Threshold


 


A minimum level of AMRB performance must be achieved before
any incentives will be paid for AMRB metrics. The minimum Funding Threshold required to attain incentive compensation for any of
the metrics is a Satisfactory rating in Quality of Bank Performance.


 



     


     


    




Incentive Opportunities


 


Each position has a Target Incentive established by the Committee
as a percent of base salary. For 2020, the targets are as follows:


 


	
         

        Position
	Target Incentive 

as a % of Base 

Salary
	CEO	50%
	CFO	30%
	COO	30%
	CCO	30%
	EVP, Commercial Banking	30%
	EVP, Retail Banking 	30%


 


The incentive amount will be adjusted by a “multiplier”,
depending on the level of performance for each metric. No incentive will be paid on any metric that falls below 80% of Target.
Incentives will be “capped” at 115.0% of Target which is defined as Maximum performance.


 


If performance for a metric falls below 80%, no incentive will
be paid for that metric. The performance of any metric will not affect the payout for the other metrics, except in the case of
the Funding Threshold as described previously.


 


Incentive Calculation


 


Incentives are calculated as a percentage of base salary. Base
salary for purposes of this Plan excludes other types of pay including commissions, bonuses, incentives, expenses, and any other
“extraordinary” pay. For participants who have been employed less than a full year, or have terminated for any reason
outlined in the section titled “Change in Employment Status”, incentive will be calculated on base salary actually
earned during the year.


 


Payment of Incentive


 


Incentives will be paid no later than 75 days following the
end of the fiscal year after completion and approval of the annual company financial audit.


 


To the extent required by law at the time the incentive is paid,
all applicable federal, state and local taxes will be withheld. Any payroll deductions required by benefit plan document(s) will
also be withheld.


 


“Clawback” Provision


 


The Bank may recoup certain incentive compensation previously
paid (or due) to plan participants in instances where: (i) the Bank issues a material restatement of its financial statements:
(ii) a subsequent finding that the financial information or performance metrics used to determine the amount of the incentive compensation
are materially inaccurate, in each case regardless of individual fault; (iii) a plan participant engages in intentional misconduct;
or (iv) the plan participant has committed ethical or criminal violations. In addition, the Bank may recover any incentive compensation
awarded or paid based on a participant’s conduct which is not in good faith and which materially disrupts, damages, impairs
or interferes with the business of the Bank and its affiliates.


 


 




     


     


    




Change in Employment Status


 


If a participant’s employment terminates during the Plan
year because of death, disability, planned retirement, or change of control, the participant will be entitled to a pro-rata portion
of the incentive. If termination occurs for any other reason, no incentive will be payable for the Plan year. The timing of payouts
for eligible, terminated employees will be subject to 409A rules.


 


For purposes of this Plan, a participant may be eligible for
retirement status if he or she has attained age 65 and has worked for AMRB or the Bank at least 5 years.


 


Plan Administration


 


The Committee will administer the Annual Incentive Plan, and
have the authority to:


 


		Ø	Interpret Plan provisions.



		Ø	Amend or terminate the Plan.



		Ø	Establish the funding threshold, if any, and the performance metrics.



		Ø	Ensure performance metrics are met before incentives are paid.



 


Amendment, Modification and
Termination of the Plan


 


The Board may amend, modify, or terminate the Plan at any time.
Any changes will be communicated to the participants as soon as practical.


 


Plan Does Not Create Employee Rights


 


Nothing in this Plan shall alter or amend AMRB’s or the
Bank’s employment at-will policy.


 


Performance Metrics


 


The Pre-Tax/Pre Provision for Loan and Lease Losses, Net Income
after Tax and the ROE Relative to Internal Target metrics are set to the budget for 2020. The performance metrics and the weightings
for 2020 for the incentive compensation plan as follows:


 


The following weightings were assigned to the metrics
for the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, EVP, Commercial Banking, Chief Credit Officer
and EVP, Retail Banking:


 


	Pretax/Pre Provision for Loan and Lease Losses	 	 	25.00	%	 
	Net Income after Tax	 	 	25.00	%	 
	ROE Relative to Internal Target	 	 	20.00	%	 
	Credit Quality	 	 	15.00	%	 
	Quality of Bank Performance	 	 	15.00	%	 




 


The Pretax/Pre Provision for Loan and Lease Losses, Net Income
after Tax, ROE Relative to Internal Target and Credit Quality metrics minimum are set at 80% of the target and result in incentive
compensation equal to 50% of the available payout. The maximum performance for these metrics is set at 115% of the target and results
in incentive compensation equal to 150% of the available payout for this metric. Results achieved between the minimum and maximum
would result in a pro-rata share of the incentive available.


 


 



     


     


    




The maximum award opportunity does not apply to the Quality
of Bank Performance metric. Incentive payouts for Quality of Bank Performance results are capped at Target performance.


 


The performance of the Chief Financial Officer, Chief Operating
Officer, Chief Credit Officer, EVP, Commercial Banking and EVP, Retail Banking will be evaluated by the Chief Executive Officer
and target incentive recommendations will be provided to the Committee, but in no case will those recommendations exceed the maximum
for any target.