EX-10.05






EMPLOYMENT AGREEMENT




This Employment Agreement (this “Agreement”) by and among Plumas Bancorp (“Bancorp”) and
Plumas Bank (“Bank”) (hereinafter Bancorp and Bank used collectively shall be referred to as
“Employer”) and Douglas N. Biddle (“Executive”), is dated as of February 18, 2009. (the “Effective
Date)




	1.	 	PURPOSE OF AGREEMENT. This Agreement sets forth the terms of Executive’s employment with
Employer and provides Executive with severance benefits in certain circumstances as set forth
in the Agreement.






	2.	 	TERM OF AGREEMENT. This Agreement commences as of the Effective Date and expires on the
first anniversary of the Effective Date.






	3.	 	NO TERM OF EMPLOYMENT. Notwithstanding the term of this Agreement, the Bancorp and the Bank
may terminate Executive’s employment at any time for any lawful reason or for no reason at
all, subject to the provisions of this Agreement. Executive’s employment with the Bancorp and
the Bank is “at will.”






	4.	 	DUTIES AND EXECUTIVE POSITION. As of the Effective Date, Executive shall be employed as
President/Chief Executive Officer of the Bancorp and of the Bank, and will perform such duties
as may be designated by Bancorp’s board of directors (the “Board”) with respect to Bancorp
duties and the Bank’s board of directors (“Bank Board”) with respect to Bank duties.
Executive will directly report to the Bancorp Board with respect to Bancorp matters and duties
and to the Bank Board with respect to Bank matters and duties.






Executive agrees that to the best of Executive’s ability and experience, Executive will at
all times loyally and conscientiously perform all of the duties and obligations required of
Executive pursuant to the express and implicit terms of this Agreement and as directed by
the Bancorp Board and the Bank Board. Executive shall devote Executive’s entire working
time, attention and efforts to Employer’s business and affairs, shall faithfully and
diligently serve Employer’s interests and shall not engage in any business or employment
activity that is not on Employer’s behalf (whether or not pursued for gain or profit) except
for (i) activities approved in writing in advance by the Bancorp Board and the Bank Board
and (ii) passive investments that do not involve Executive providing any advice or services
to the businesses in which the investments are made.




	5.	 	COMPENSATION. For all services performed under this Agreement, Bank agrees to pay the
following compensation and benefits (with the understanding between the Bank and the Bancorp
that the Bancorp shall fully and promptly reimburse the Bank for any and all of Executive’s
compensation and benefits under this Agreement with respect to Executive’s duties on behalf of
the Bancorp and in full compliance with Section 23A and 23B of the Federal Reserve Act and
Regulation W of the Federal Reserve Board):






Base Salary. Executive’s base salary is $19,583.33 per month ($235,000 on an
annualized basis) (the “Base Salary”). Said annual base salary shall be payable in periodic
monthly or semi-monthly installments in conformity with Bank’s normal payroll periods. The
Executive’s base salary may be increased during the term of the Agreement at the discretion
of the Bancorp’s Compensation Committee as ratified by the Bank’s Board.




Bonus. Executive shall be entitled to bonuses at the discretion of the Bancorp’s
Compensation Committee as ratified by the Bank’s Board.




Paid Time Off and Special Sick Time Off. Executive shall be entitled to paid time
off for vacation, personal time off and short-term illnesses in accordance with the Bank’s
Employee Handbook.




Automobile. Executive shall be entitled to the use of a Bank automobile.
Executive’s personal use of the Bank automobile shall be considered additional executive
compensation, and Executive shall be responsible for the income taxes associated with the
value of the personal use of the Bank automobile.




Additional Life Insurance. The Bank agrees to purchase and maintain during the term
of this Agreement, a life insurance policy with Executive as the insured and with a death
benefit of $100,000 for the benefit of Executive’s designated beneficiary, provided that the
Executive qualifies for such life insurance policy under normal underwriting conditions.
The Executive shall be responsible for the income taxes associated with the value of such
insurance benefit.




Other Benefits. Executive is entitled to participate, under the terms of the
respective plans, in other benefit plans and perquisites generally available to Bank’s
employees in accordance with the Bank’s Employee Handbook.




As to any and all benefits with respect to reimbursements to the Executive as provided
pursuant to the Bank’s Employee Handbook or otherwise, such reimbursements shall be made in
accord with Bank reimbursement policies, on a timely basis, but in all events no later than
the end of the calendar year following the year in which reimbursed expenses are incurred.




	6.	 	TERMINATION. Executive’s employment may be terminated before the expiration of this
Agreement as described in this Section, in which event Executive’s compensation and benefits
shall terminate except as otherwise provided in this Agreement.






For Cause. Upon the Bancorp’s or the Bank’s termination of Executive for Cause.
For Cause shall mean




	 	(a)	 	Dishonest or fraudulent conduct by Executive with respect to the performance of
Executive’s duties with the Bancorp or the Bank;






	 	(b)	 	Conduct by Executive that materially discredits the Bancorp, the Bank or any of
Bancorp’s subsidiaries or is materially detrimental to the reputation of the Bancorp,
the Bank or any of Bancorp’s subsidiaries, including but not limited to conviction or a
plea of nolo contendere of Executive of a felony or crime involving moral turpitude;






	 	(c)	 	Executive’s willful misconduct or gross negligence in performance of
Executive’s duties under this Agreement, including but not limited to Executive’s
refusal to comply in any material respect with the legal directives of the Bancorp
Board or the Bank Board, if such misconduct or negligence has not been remedied or is
not being remedied to the reasonable satisfaction of such board of directors within
thirty (30) days after written notice, including a detailed description of the
misconduct or negligence, has been delivered by such board of directors to Executive;






	 	(d)	 	An order or directive from a state or federal banking regulatory agency
requesting or requiring removal of Executive or a finding by any such agency that
Executive’s performance threatens the safety or soundness of the Bancorp, the Bank or
any of Bancorp’s subsidiaries; or






	 	(e)	 	Material breach of Executive’s fiduciary duties to the Bancorp or the Bank if
such breach has not been remedied or is not being remedied to the reasonable
satisfaction of such board of directors within thirty (30) days after written notice,
including a detailed description of the breach, has been delivered by the such board of
directors to Executive.






Without Cause. Upon the Bancorp’s or the Bank’s termination of Executive without
Cause, with or without notice, at any time in the Bancorp’s or the Bank’s sole discretion,
for any reason other than for Cause. A Change in Control does not in itself constitute
Termination Without Cause.




Death or Disability. For purposes of this Agreement, disability (“Disability”) or
disabled (“Disabled”) means disabled within the meaning of Internal Revenue Code of 1986, as
amended (“Code”), section 409A and regulations promulgated thereunder.




Resignation. Upon Executive’s voluntary resignation of either the Bancorp or the
Bank, unless otherwise agreed to in writing by the Bancorp and the Bank, Executive agrees to
deliver to the Bancorp and to the Bank written notice of such voluntary resignation at least
60 days in advance of his resignation accompanied by a letter of resignation to resign
immediately from each of the Board and the Bank Board.




Change in Control. For purposes of this Agreement, a “Change in Control” shall be
deemed to have occurred when any of the following events take place:




	 	(a)	 	A Change In Ownership Of The Bancorp. 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 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 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.






	7.	 	PAYMENT UPON TERMINATION. Upon termination of Executive’s employment for any of the reasons
set forth in Section 6 above, Executive will receive payment for all Base Salary and paid time
off and other benefits accrued as of the date of Executive’s termination (“Earned
Compensation”), which shall be paid no later than the end of the business day of such
termination unless an earlier time is required by applicable law, in which case it shall be
paid at such earlier time. In the event of termination for death or Disability, Executive’s
estate or Executive, respectively shall receive in addition to Earned Compensation, accrued
paid time off and medical insurance coverage for Executive and/or Executive’s dependents, as
applicable for three months following the date of death or Disability at Bank’s expense. In
the event of Executive’s resignation with proper notice, Executive shall receive in addition
to Earned Compensation, accrued paid time off and medical insurance coverage for Executive and
Executive’s dependents for three months following the date of resignation at Bank’s expense.
In the event of Executive’s termination of employment for Cause or resignation without proper
notice, Executive shall receive Earned Compensation and any accrued paid time off to the date
of resignation.






	8.	 	SEVERANCE BENEFIT. In the event of Executive’s termination Without Cause prior to the first
anniversary of this Agreement, in addition to receiving Earned Compensation, Executive will
receive a severance benefit equal to 12 months of Base Salary, based on Executive’s Base
Salary just prior to termination (the “Severance Benefit”). Receipt of the Severance Benefit
is conditioned on Executive having executed the Separation Agreement in substantially the form
attached hereto as Exhibit A and the revocation period having expired without Executive having
revoked the Separation Agreement. The Severance Benefit shall be paid in a lump sum no later
than 8 calendar days after the Executive signs such Separation Agreement, except if such
payment is required to be delayed pursuant to Section 15 herein. Executive shall not be
required to mitigate the amount of any payments under this Section (whether by seeking new
employment or otherwise), and the amount of Severance Benefits shall not be reduced by any
income or funds that Executive may receive from another party. In addition to any Severance
Benefit paid by the Bank, the Executive shall receive medical insurance coverage for Executive
and Executive’s dependents for eighteen months following the date of termination without Cause
at Bank’s expense.






The Employer and Executive acknowledge that (i) limitations on the deductibility by the
Employer for certain Change of Control and other payments for federal income tax purposes
may be imposed under, but not limited to Code Section 280G, and any successor to Section
280G of the Code and (i) limitations on payments by the Employer may be imposed by Section
111 of the Emergency Economic Stabilization Act of 2008 (“EESA”) and regulations promulgated
thereunder. The severance benefit payment provided in this Section 8 to the extent covered
under Section 280G of the Code shall be limited to such amount that results in the greatest
amount of the payment 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.




Furthermore, in the event the total compensation payments to or for the benefit of Executive
pursuant to this Agreement and other agreements, plans or arrangements, results in the
limitation of the deductibility by the Employer of such payments under Section 280G or any
successor to Section 280G of the Code, or to the extent prohibited by Section 111 of the
Emergency Economic Stabilization Act of 2008 (“EESA”) and regulations promulgated thereunder
then any payment under this Section 8 shall be reduced to the extent that such payment when
made would result not in the loss of deductibility by the Employer or be a violation by the
Employer of Section 111 of EESA.




Receipt of the benefits provided in this section are conditioned on Executive having
executed the Separation Agreement in substantially the form attached hereto as Exhibit A and
the revocation period having expired without Executive having revoked the Separation
Agreement.




	9.	 	CHANGE IN CONTROL BENEFIT. After a Change in Control that occurs during the term of this
Agreement or within 120 days after the first anniversary of the Effective Date, if either (i)
the Executive is not retained by the resulting corporation for a period of 24 months in a
position comparable to that of an executive vice president of the resulting corporation or a
position with the resulting corporation that is acceptable to Executive, or (ii) the resulting
company reduces Executive’s Base Salary from Executive’s Base Salary immediately prior to the
Change in Control at any time during the 24 month period immediately following the
consummation of the Change in Control (either event shall constitute a “Triggering Event”),
then Executive shall be paid the 24 months of Executive’s Base Salary, based on Executive’s
Base Salary just prior to the Change in Control (“Change in Control Benefit”) plus 2 times the
average annual bonus paid to Executive over the most recent previous two complete calendar
years. Executive shall also be entitled to any Earned Compensation in addition to the Change
in Control Benefit upon a Triggering Event. The Change in Control Benefit and Earned
Compensation shall be paid to Executive in a lump sum within 5 calendar days following the
Triggering Event, except if such payment is required to be delayed pursuant to Section 15
herein.






In addition to any benefit paid by the Employer under this section, the Executive and
Executive’s dependents shall be provided at the Employer’s cost coverage under the medical
insurance benefit program sponsored by the Bank for employees for a period of the lesser of
24 months or the maximum applicable continuation coverage period under the Consolidated
Omnibus Budget Reconciliation Act of 1985 following termination, provided that his
continuation in such benefit program is possible under the terms and provisions of such
benefit plan and program. In the event the maximum applicable continuation coverage period
under the Consolidated Omnibus Budget Reconciliation Act of 1985 is less than 24 months or
Executive’s continuation in such program is not possible under the terms and provisions of
such benefit plan and program, then the Employer shall arrange to provide Executive with the
cash equivalent of such benefit for the remaining period between the end of the maximum
applicable continuation coverage period under COBRA and 24 months following Executive’s
termination of employment or for the term during such 24 months after termination
Executive’s continuation in such program is not possible under the terms and provisions of
such benefit plan and program.




The Employer and Executive acknowledge that (i) limitations on the deductibility by the
Employer for certain Change of Control and other payments for federal income tax purposes
may be imposed under, but not limited to Code Section 280G, and any successor to Section
280G of the Code and (i) limitations on payments by the Employer may be imposed by Section
111 of the Emergency Economic Stabilization Act of 2008 (“EESA”) and regulations promulgated
thereunder. The Change in Control benefit payment provided in this Section 9 to the extent
covered under Section 280G of the Code shall be limited to such amount that results in the
greatest amount of the payment 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.




Furthermore, in the event the total compensation payments to or for the benefit of Executive
pursuant to this Agreement and other agreements, plans or arrangements, results in the
limitation of the deductibility by the Employer of such payments under Section 280G or any
successor to Section 280G of the Code, or to the extent prohibited by Section 111 of the
Emergency Economic Stabilization Act of 2008 (“EESA”) and regulations promulgated thereunder
then any payment under this Section 9 shall be reduced to the extent that such payment when
made would result not in the loss of deductibility by the Employer or be a violation by the
Employer of Section 111 of EESA.




Receipt of the benefits provided in this section are conditioned on Executive having
executed the Separation Agreement in substantially the form attached hereto as Exhibit A and
the revocation period having expired without Executive having revoked the Separation
Agreement.




	10.	 	CONFIDENTIAL INFORMATION. The parties acknowledge that in the course of Executive’s duties,
Executive will have access to and become knowledgeable with certain proprietary and
confidential information of the Bank, Bancorp and Bancorp’s subsidiaries not known by its
existing or potential competitors. Executive acknowledges that such information constitutes
valuable, special, and unique assets of the business of Bank, Bancorp and Bancorp’s
subsidiaries. Executive agrees to hold in a fiduciary capacity, not use for Executive’s
benefit, and not disclose, communicate, or divulge in any manner during the period of
Executive’s employment with Employer or at any time thereafter, any such data and confidential
information of any kind, nature, or description concerning any matters affecting or relating
to Employer’s businesses, customers, or services. Executive agrees that all memoranda, notes,
records, papers, customer files, other documents, and all copies thereof relating to
Employer’s operations or businesses or matters related to any of Employer’s customers, some of
which may be prepared by Executive along with all media, electronic or otherwise associated
therewith containing such confidential information held by or in the control of Executive,
shall be the Bank’s property or the Bancorp’s property, respectively (collectively referred to
as “Property”). Upon termination of employment, Executive shall promptly return all Property
to the Bank or Bancorp, as appropriate.






	11.	 	DISPUTE RESOLUTION. Except where such matters are deemed governed by ERISA, the parties
agree to submit any dispute arising under this Agreement to final, binding, private
arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction in Sacramento, California. This includes not only disputes about the
meaning or performance of the Agreement, but disputes about its negotiation, drafting, or
execution. Judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction. There shall be three arbitrators, one to be chosen directly by each
party, and the third arbitrator to be selected by the two arbitrators so chosen. If any
arbitration proceeding is brought for the enforcement of this Agreement or because of an
alleged dispute, breach or default in connection with this Agreement, (i) the nonprevailing
party shall pay the fees of the arbitrators and all other costs of the arbitration, including
the cost of any record or transcripts of the arbitrations and administrative fees; and (ii)
the prevailing party shall be entitled to recover reasonable attorney’s fees and any other
costs and expenses incurred in that action or proceeding, in addition to any other relief to
which it or he may be entitled.






	12.	 	NOTICES. All notices, requests, demands, and other communications provided for by this
Agreement will be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by a nationally-recognized delivery service (such as Federal Express), or three
(3) business days after being deposited in the U.S. mail as certified mail, return receipt
requested, with postage prepaid, if such notice is addressed to the party to be notified at
such party’s address as set forth below or as subsequently modified by written notice.





	 	 	 
	To Employer:
	 	Plumas Bank

35 S. Linden Avenue

Quincy, California 95971

Attention: Chairman

	To Executive:
	 	Douglas N. Biddle

550 Hillside Drive

Quincy, CA 95971








	13.	 	GENERAL PROVISIONS.






Governing Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by federal ERISA, as applicable, and otherwise by the laws of
the State of California.




Saving Provision. If any part of this Agreement is held to be unenforceable, it
shall not affect any other part. If any part of this Agreement is held to be unenforceable
as written, it shall be enforced to the maximum extent allowed by applicable law.




Survival Provision. The confidential information and dispute resolution provisions
of this Agreement shall survive after termination of this Agreement, and shall be
enforceable regardless of any claim Executive may have against Employer. Also, if any
benefits provided in Section 8 of this Agreement are still owed, or obligations or claims
pursuant to Section 10 or 11 are still pending, at the time of termination of this
Agreement, this Agreement shall continue in force, with respect to those obligations or
claims, until such benefits are paid in full or claims are resolved in full. The obligation
in Section 10 shall survive this Agreement for an indefinite period.




Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together will constitute one and the same
instrument.




Entire Agreement. This Agreement constitutes the sole agreement of the parties
regarding Executive’s benefits in the event of termination or Change in Control and together
with Bank’s employee handbook governs the terms of Executive’s employment, except with
respect to Executive’s stock options, salary continuation agreement and split dollar
agreement with Employer. Where there is a conflict between the employee handbook and this
Agreement, the terms of this Agreement shall govern.




Previous Agreements. This Agreement replaces and supersedes all prior oral and
written agreements between the Executive and Employer, or any affiliates or representatives
of Employer regarding the subject matters set forth herein.




Waiver. No waiver of any provision of this Agreement shall be valid unless in
writing, signed by the party against whom the waiver is sought to be enforced. The waiver
of any breach of this Agreement or failure to enforce any provision of this Agreement shall
not waive any later breach.




Assignment. Executive shall not assign or transfer any of Executive’s rights
pursuant to this Agreement, wholly or partially, to any other person or to delegate the
performance of its duties under the terms of this Agreement. The rights and obligations of
the Bancorp and the Bank under this Agreement shall inure to the benefit of and be binding
in each and every respect upon the direct and indirect successors and assigns of the Bancorp
or the Bank, regardless of the manner in which the successors or assigns succeed to the
interests or assets of the Bancorp or the Bank, respectively. This Agreement shall not be
terminated by the voluntary or involuntary dissolution of the Bancorp or the Bank, by any
merger, consolidation or acquisition of the Bancorp where Bancorp is not the surviving
corporation, by any transfer of all or substantially all of Bancorp’s assets, or by any
other change in Bancorp’s structure or the manner in which Bancorp’s business or assets are
held. Executive’s employment shall not be deemed terminated upon the occurrence of one of
the foregoing events. In the event of any merger, consolidation or transfer of assets, this
Agreement shall be binding upon and shall inure to the benefit of the surviving corporation
or the corporation to which the assets are transferred.




Attorneys’ Fees. If either party institutes a proceeding to enforce its rights
under, or to recover damages for breach of, this Agreement, the prevailing party shall be
awarded all costs and expenses of the proceeding, including, but not limited to, attorneys’
fees, filing and service fees, witness fees, and arbitrator’s fees. If arbitration is
commenced, the arbitrator will have full authority and complete discretion to determine the
“prevailing party” and the amount of costs and expenses to be awarded under this paragraph.




	14.	 	ADVICE OF COUNSEL. TERMS AND PROVISIONS OF THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY
PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.






	15.	 	COMPLIANCE WITH SECTION 409A OF THE CODE. If the Executive is a key employee of the Bancorp
as defined in Section 416(i) (without regard to paragraph 5 thereof) of the Code and if any
stock of the Bancorp publicly traded on an established securities market or otherwise and to
the extent no exception is available under Code Section 409A and regulations promulgated
thereunder, then the benefit payments to Executive pursuant to Section 8 and 9 of this
Agreement following Executive’s separation of service for any reason other than death shall be
deferred for a period of at least six months after the date of separation of service at which
time the first payment of such benefit payment shall on the first day of the seventh month
following the date of Executive’s separation of service and be equal to the amount of payments
that would have otherwise been paid to Executive if Executive were not a key employee.






The term “separation from service” means the Executive’s service as an executive and/or
independent contractor to the Employer and any member of a controlled group that includes
Employer, as defined in Code section 414, terminates for any reason, other than because of a
leave of absence approved by the Bancorp, Disability or the Executive’s death. Whether a
separation from service takes place is determined based (i) on the facts and circumstances
surrounding the termination of the Executive’s employment, (ii) whether the Employer and the
Executive intended for the Executive to provide significant services for the Employer
following such termination and (iii) the application of facts and circumstances in view of
the presumptions contained in the regulations to section 409A of the Code. For purposes of
this Agreement, if there is a dispute about the employment status of the Executive or the
date of the Executive’s separation from service, the Employer shall have the sole and
absolute right to decide the dispute.




This Agreement shall at all times be administered in compliance with the requirements of
§409A of the Code and any and all regulations thereunder, including such regulations as may
be promulgated after the effective date of this Agreement.



	 	 	 
	PLUMAS BANK AND PLUMAS BANCORP	 	EXECUTIVE
	By:      

Daniel West, Chairman

	 	     

Douglas N. Biddle






EXHIBIT A




EMPLOYMENT SEPARATION AGREEMENT

AND RELEASE OF CLAIMS




This is a confidential agreement between you, Douglas N. Biddle, and us, Plumas Bancorp and
Plumas Bank (collectively “Employer”). This agreement is dated for reference purposes
     , 20      , which is the date we delivered this agreement to you for your consideration.
For purposes of this Agreement Plumas Bancorp together with each of its subsidiaries or affiliates
is referred to as “Bancorp.”




	1.	 	TERMINATION OF EMPLOYMENT. Your employment terminates [or was terminated] on
     , 20       (the “Separation Date”).






	2.	 	PAYMENTS. In exchange for your agreeing to the release of claims and other terms in this
agreement, we will pay you the Severance Benefit specified in Section 8 of the Employment
Agreement between you and Employer dated as of February 18, 2009 (the “Employment Agreement”).
You acknowledge that we are not obligated to make this payment to you unless you agree to
comply with the terms of this agreement.






	3.	 	COBRA CONTINUATION COVERAGE. Unless provided as stipulated in Section 8 of the Employment
Agreement, your normal employee participation in Bank’s group health coverage will terminate
three months following your termination (“Separation Date”). Continuation of group health
coverage thereafter will be made available to you and your dependents pursuant to federal law
(COBRA). As long as you timely elect COBRA continuation coverage, Bank will waive the
requirement that you pay for the cost of continuation coverage through the Separation Date.
Continuation of group health coverage thereafter is entirely at your expense, as provided
under COBRA.






	4.	 	TERMINATION OF BENEFITS. Except as provided in paragraph 3 above, your participation in all
employee benefit plans and programs ended on the Separation Date. Your rights under any
pension benefit or other plans in which you may have participated will be determined in
accordance with the written plan documents governing those plans.






	5.	 	FULL PAYMENT. You acknowledge having received full payment of all compensation of any kind
(including wages, salary, vacation, sick leave, commissions, bonuses and incentive
compensation) that you earned as a result of your employment by Bank, except as may be
deferred pursuant to section 15 of the Agreement.






	6.	 	NO FURTHER COMPENSATION. Any and all agreements to pay you bonuses or other incentive
compensation are terminated, except for any payments earned during active employment as
determined in accordance with the written plan documents governing those plans. You
understand and agree that you have no right to receive any further payments for bonuses or
other incentive compensation, except as contained therein. Neither the Bancorp nor the Bank
owes no further compensation or benefits of any kind, except as described above.




1










	7.	 	RELEASE OF CLAIMS.






	 	(a)	 	You hereby release (i) Bancorp, its subsidiaries, affiliates, and benefit
plans, (ii) each of Bancorp’s past and present shareholders, Executives, directors,
agents, employees, representatives, administrators, fiduciaries and attorneys, and
(iii) the predecessors, successors, transferees and assigns of each of the persons and
entities described in this sentence, from any and all claims of any kind, known or
unknown, that arose on or before the date you signed this agreement.






	 	(b)	 	The claims you are releasing include, without limitation, claims of wrongful
termination, claims of constructive discharge, claims arising out of employment
agreements, representations or policies related to your employment, claims arising
under federal, state or local laws or ordinances prohibiting discrimination or
harassment or requiring accommodation on the basis of age, race, color, national
origin, religion, sex, disability, marital status, sexual orientation or any other
status, claims of failure to accommodate a disability or religious practice, claims for
violation of public policy, claims of retaliation, claims of failure to assist you in
applying for future position openings, claims of failure to hire you for future
position openings, claims for wages or compensation of any kind (including overtime
claims), claims of tortious interference with contract or expectancy, claims of fraud
or negligent misrepresentation, claims of breach of privacy, defamation claims, claims
of intentional or negligent infliction of emotional distress, claims of unfair labor
practices, claims arising out of any claimed right to stock or stock options, claims
for attorneys’ fees or costs, and any other claims that are based on any legal
obligations that arise out of or are related to your employment relationship with us.






	 	(c)	 	You specifically waive any rights or claims that you may have under the
California Labor Code, the Civil Rights Act of 1964 (including Title VII of that Act),
the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967 (ADEA), the
Americans with Disabilities Act of 1990 (ADA), the Fair Labor Standards Act of 1938
(FLSA), the Family and Medical Leave Act of 1993 (FMLA), the Worker Adjustment and
Retraining Notification Act (WARN), the Employee Retirement Income Security Act of 1974
(ERISA), the National Labor Relations Act (NLRA), and all similar federal, state and
local laws.






	 	(d)	 	You agree not to seek any personal recovery (of money damages, injunctive
relief or otherwise) for the claims you are releasing in this agreement, either through
any complaint to any governmental agency or otherwise. You agree not to start any
lawsuit or arbitration asserting any of the claims you are releasing in this agreement.
You represent and warrant that you have not initiated any complaint, charge, lawsuit
or arbitration involving any of the claims you are releasing in this agreement. You
agree not to apply for future employment with the Bancorp of the Bank and that neither
the Bancorp nor the Bank has any obligation to consider you for future employment.






	 	(e)	 	You represent and warrant that you have all necessary authority to enter into
this agreement (including, if you are married, on behalf of your marital community) and
that you have not transferred any interest in any claims to your spouse or to any third
party.






	 	(f)	 	This agreement does not affect your rights, if any, to receive pension plan
benefits, medical plan benefits, unemployment compensation benefits or workers’
compensation benefits. This agreement also does not affect your rights, if any, under
agreements, bylaw provisions, insurance or otherwise, to be indemnified, defended or
held harmless in connection with claims that may be asserted against you by third
parties.






	 	(g)	 	You understand that you are releasing potentially unknown claims, and that you
have limited knowledge with respect to some of the claims being released. You
acknowledge that there is a risk that, after signing this agreement, you may learn
information that might have affected your decision to enter into this agreement. You
assume this risk and all other risks of any mistake in entering into this agreement.
You agree that this release is fairly and knowingly made.






	 	(h)	 	You are giving up all rights and claims of any kind, known or unknown, except
for the rights specifically given to you in this agreement.






	8.	 	NO ADMISSION OF LIABILITY. Neither this agreement nor the payments made under this agreement
are an admission of liability or wrongdoing by the Bancorp or the Bank.






	9.	 	BANK AND BANCORP MATERIALS. You represent and warrant that you have, or no later than the
Separation Date will have, returned all keys, credit cards, documents and other materials that
belong to the Bancorp or the Bank.






	10.	 	NONDISCLOSURE AGREEMENT. You will comply with the covenant regarding confidential
information in Section 10 of the Employment Agreement.






	11.	 	NO DISPARAGEMENT. You may not disparage the Bancorp, the Bank or the Bancorp’s or Bank’s
businesses or products, and may not encourage any third parties to sue or bring a claim
against the Bancorp or the Bank.






	12.	 	COOPERATION REGARDING OTHER CLAIMS. If any claim is asserted by or against the Bancorp or
the Bank as to which you have relevant knowledge, you will reasonably cooperate with us in the
prosecution or defense of that claim, including by providing truthful information and
testimony as reasonably requested by us.






	13.	 	NO INTERFERENCE. You will not, apart from good faith competition, interfere with Bancorp’s
relationships with customers, employees, vendors, or others.






	14.	 	INDEPENDENT LEGAL COUNSEL. You are advised and encouraged to consult with an attorney before
signing this agreement. You acknowledge that you have had an adequate opportunity to do so.






	15.	 	CONSIDERATION PERIOD. You have 21 days from the date this agreement is given to you to
consider this agreement before signing it. You may use as much or as little of this 21-day
period as you wish before signing. If you do not sign and return this agreement within this
21-day period, you will not be eligible to receive the benefits described in this agreement.






	16.	 	REVOCATION PERIOD AND EFFECTIVE DATE. You have 7 calendar days after signing this agreement
to revoke it. To revoke this agreement after signing it, you must deliver a written notice of
revocation to Bank’s Chairman before the 7-day period expires. This agreement shall not become
effective until the 8th calendar day after you sign it. If you revoke this
agreement it will not become effective or enforceable and you will not be entitled to the
benefits described in this agreement.






	17.	 	GOVERNING LAW. This agreement is governed by the laws of the State of California that apply
to contracts executed and to be performed entirely within the State of California.






	18.	 	DISPUTE RESOLUTION. Except where such matters are deemed governed by ERISA, the parties
agree to submit any dispute arising under this agreement to final, binding, private
arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction in Sacramento, California. This includes not only disputes about the
meaning or performance of the agreement, but disputes about its negotiation, drafting, or
execution. Judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction. There shall be three arbitrators, one to be chosen directly by each
party, and the third arbitrator to be selected by the two arbitrators so chosen. If any
arbitration proceeding is brought for the enforcement of this agreement or because of an
alleged dispute, breach or default in connection with this agreement, (i) the nonprevailing
party shall pay the fees of the arbitrators and all other costs of the arbitration, including
the cost of any record or transcripts of the arbitrations and administrative fees; and (ii)
the prevailing party shall be entitled to recover reasonable attorney’s fees and any other
costs and expenses incurred in that action or proceeding, in addition to any other relief to
which it or he may be entitled.






	19.	 	ATTORNEYS’ FEES. If either party institutes a proceeding to enforce its rights under, or to
recover damages for breach of, this agreement, the prevailing party shall be awarded all costs
and expenses of the proceeding, including, but not limited to, attorneys’ fees, filing and
service fees, witness fees, and arbitrator’s fees. If arbitration is commenced, the
arbitrator will have full authority and complete discretion to determine the “prevailing
party” and the amount of costs and expenses to be awarded under this paragraph.






	20.	 	FINAL AND COMPLETE AGREEMENT. This agreement is the final and complete expression of all
agreements between us on all subjects and supersedes and replaces all prior discussions,
representations, agreements, policies and practices. You acknowledge you are not signing this
agreement relying on anything not set out herein.





PLUMAS BANK AND PLUMAS BANCORP



By:       



Daniel West, Chairman



I, THE UNDERSIGNED, HAVING BEEN ADVISED TO CONSULT WITH AN ATTORNEY, HEREBY AGREE TO BE BOUND BY
THIS AGREEMENT AND CONFIRM THAT I HAVE READ AND UNDERSTOOD EACH PART OF IT.




      




Douglas N. Biddle




      




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