EX-10.01






EXECUTIVE SALARY CONTINUATION AGREEMENT




This Agreement is made and entered into this 23rd day of August, 2005, by and between Plumas
Bank, a corporation organized under the laws of the State of California (the “Employer”), and
Andrew J. Ryback, an individual residing in the State of California (hereinafter referred to as the
“Executive”).



RECITALS




WHEREAS, the Executive is an employee of the Employer and is serving as its Executive Vice
President/Chief Financial Officer;



WHEREAS, the Executive’s experience and knowledge of the affairs of the Employer and the
banking industry are extensive and valuable;



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, the Executive and the Employer wish to specify in writing the terms and conditions
upon which this additional compensatory incentive will be provided to the Executive.



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




1. Terms and Definitions.



1.1. 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.



1.2. 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) 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).



1.3 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 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 disability, Normal
Retirement, 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.



1.4. The Code. The “Code” shall mean the Internal Revenue Code of 1986, as amended (the
“Code”).



1.5. Disability/Disabled. The term “Disability” or “Disabled” shall mean either that the
Executive is (i) 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 sponsored by the Employer.



1.6. 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 Executive reaches age 60 and
prior to the date Executive reaches age 65.



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



1.8. ERISA. The term “ERISA” shall mean the Employee Retirement Income Security Act of 1974,
as amended.



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



1.10. Retirement. The term “Retirement” or “Retires” shall refer to the date which the
Executive acknowledges in writing to Employer to be the last day he will provide any significant
personal services, whether as an employee, director or independent consultant or contractor, to
Employer or to, for, or on behalf of, any other business entity conducting, performing or making
available to any person or entity banking or other financial services of any kind. For purposes of
this Agreement, the phrase “significant personal services” shall mean more than ten (10) hours of
personal services rendered to one or more individuals or entities in any thirty (30) day period.



2. Scope, Purpose and Effect.



2.1. 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.



2.2. 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.



3. Payments Upon or After Retirement.



3.1. 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 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 or upon such
later date as may be mutually agreed upon by the Executive and the Employer in advance of said
Retirement date. At the Employer’s sole and absolute discretion, the Employer may increase the
Annual Benefit as and when the Employer determines the same to be appropriate in order to reflect a
substantial change in the cost of living. Notwithstanding anything contained herein to the
contrary, the Employer shall have no obligation hereunder to make any such cost-of-living
adjustment.



3.2. Payments in the Event of Death After Retirement. In the event of Executive’s death
following Retirement, no death benefit shall be provided under this Agreement.



4. Payments in the Event of Death or Disability Occurs Prior to Retirement.



4.1. Payments in the Event of Death Prior to Retirement. In the event of Executive’s death
prior to Retirement, no death benefit shall be provided under this Agreement.



4.2. Payment 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, as set forth on Schedule “A”, for
fifteen (15) years, as determined by the applicable years of service at the time of
disability, 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 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
and does not, at such time, return to and thereafter fulfill the responsibilities
associated with the employment position held with the Employer prior to becoming
Disabled by reason of such Disability continuing. Upon Executive’s death, no further
payments will be made under this section (4.2).





5. Payments in the Event Employment is Terminated Other than by Disability, Retirement or a Change
in Control of the Employer.



5.1 Payments in the Event Employment is Terminated Other than by Death, Disability,
Retirement or a Change of Control of the Employer. As indicated in Paragraph 2 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 by the Executive, but other than by reason of Disability,
Retirement, or a change of control of the Employer as set forth in Paragraph 5.2, the Executive (or
his legal representative, if the Executives dies prior to receiving all payments provided in this
paragraph) shall be entitled to be paid the Annual Benefit, as set forth in Schedule A 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 terminates employment and attains sixty-five (65)
years of age.



5.2 Termination of Employment in the Event of a Change of Control. A “Terminating Event”
shall mean the earliest occurrence of one of the following events:




	 	A.	 	A Change In Ownership of Plumas Bancorp (“Bancorp”), parent
company of the Employer.






A change in ownership of the Bancorp occurs on the date that any person (or
group of persons) acquires ownership of stock of the Bancorp that, together
with stock held by such person or group, constitutes more than fifty percent
(50%) of the total fair market value or total voting power of the stock of
the Bancorp.




	 	B.	 	A Change in Effective Control of the Bancorp.






A change in effective control of the Bancorp occurs on the date that:




	 	1.	 	Any person (or group of persons) acquires (or
has acquired during the twelve (12) month period ending on the date of
the most recent acquisition by such person or persons) ownership of
stock of the Bancorp possessing thirty-five percent (35%) or more of
the total voting power of the stock of the Bancorp; or






	 	2.	 	A majority of members of the Bancorp’s Board is
replaced during any twelve (12) month period by directors whose
appointment or election is not endorsed by a majority of the members of
the Bancorp’s Board prior to the date of the appointment or election.






	 	C.	 	A Change in Ownership of a Substantial Portion of the
Bancorp’s Assets.






A change in the ownership of a substantial portion of the Bancorp’s assets
occurs on the date that any person (or group of persons) acquires (or has
acquired during the twelve (12) month period ending on the date of the most
recent acquisition by such person or persons) assets from the Bancorp that
have a total gross fair market value equal to, or more than, forty percent
(40%) of the total gross fair market value of all of the assets of the
Bancorp immediately prior to such acquisition or acquisitions.



In the event of the consummation of a Terminating Event, the Executive (or his legal
representative, if the Executives dies prior to receiving all payments provided in this paragraph)
shall be entitled to be paid the Annual Benefit with the Applicable Percentage equal to 100
percent, 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’s employment is terminated.



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
Internal Revenue Code of 1986, as amended (“Code”), and any successor to Section 280G of the Code.
The increase in the Applicable Percentage pursuant to the application of this Paragraph 5.2 shall
be limited to such increase in the Applicable Percentage (which increase shall not result in the
Applicable Percentage being greater than 100 percent) 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 Paragraph 5.2, 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 Paragraph 5.2 shall not be applicable.



6. Payments 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 subparagraph 1.6 herein. 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, as set forth on Schedule “A” and 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 Early Retirement Date occurs.



7. 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 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
Paragraph 9 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 and the
Executive’s beneficiaries of any and all rights to payment hereunder.



8. 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 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 or the Executive’s beneficiary with a reasonable opportunity for a full
and fair review of the decision denying such claim.



9. Status of an Unsecured General Creditor.



Notwithstanding anything contained herein to the contrary: (i) neither the Executive, the
Executive’s spouse or 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 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 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.



10. 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.



11. Miscellaneous.



11.1. Opportunity to Consult with Independent Counsel. The Executive acknowledges 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.



11.2. 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, in 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, in 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 Northern California, unless otherwise agreed to by the
parties.



11.3. 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.



11.4. 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

	 
	 	35 S. Lindan Ave.
	 
	 	Quincy, CA  95971

	 
	 	Attn: Mr. Jerry V. Kehr

	If to the Executive:
	 	Andrew J. Ryback

	 
	 	5026 Chandler Road
	 
	 	Quincy CA 95971







11.5. Assignment. Neither the Executive 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.



11.6. 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.



11.7. 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.



11.8. 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.



11.9. 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.



11.10. Modifications. Any modification of this Agreement shall be effective only if it is in
writing and signed by each party or such party’s authorized representative.



11.11. 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.



11.12. 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.



11.13. 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
Department of Financial Institutions; (ii) the Board of Governors of 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.



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/ Jerry V. Kehr

	 	/s/ Andrew Ryback
	 
	 	 
	Jerry V. Kehr,

Chairman of the Board

	 	

Andrew J. Ryback
	 
	 	 






1




SCHEDULE A




	 	 	 	 	 
	NUMBER OF COMPLETED
YEARS OF SERVICE
	 	APPLICABLE

	WHICH HAVE ELAPSED
	 	PERCENTAGE

	1
	 	 	4.5	%
	2
	 	 	9.0	%
	3
	 	 	13.5	%
	4
	 	 	18.0	%
	5
	 	 	22.5	%
	6
	 	 	27.0	%
	7
	 	 	31.5	%
	8
	 	 	36.0	%
	9
	 	 	41.5	%
	10
	 	 	45.0	%
	11
	 	 	49.5	%
	12
	 	 	54.0	%
	13
	 	 	58.5	%
	14
	 	 	63.0	%
	15
	 	 	67.5	%
	16
	 	 	72.0	%
	17
	 	 	76.5	%
	18
	 	 	81.0	%
	19
	 	 	85.5	%
	20
	 	 	90.0	%
	21
	 	 	92.0	%
	22
	 	 	94.0	%
	23
	 	 	96.0	%
	24
	 	 	98.0	%
	25 or more years
	 	 	100	%







2