Exhibit 10.11

 





EXECUTIVE
EMPLOYMENT AGREEMENT


This Executive Employment
Agreement (“Agreement”) is entered into in Sacramento, California as of this 3 day of January 2019 (“Effective
Date”) by and between Five Star Bank, a California commercial bank (“Bank”), and James Beckwith (“Beckwith”).
Bank and Beckwith are collectively referred to herein as “Parties.”


RECITALS


A.              Bank
currently employs Beckwith and Bank and Beckwith desire to continue Bank’s employment of Beckwith.


B.              Beckwith
possesses the requisite knowledge, skill and experience to serve as the chief executive of Bank.


In consideration
of the mutual covenants, promises and conditions set forth herein, Bank and Beckwith agree as follows:


Article
1. Term and Title




1.1             
President and Chief Executive Officer of Bank. During the Term of Employment defined below, Beckwith shall serve
as the President and Chief Executive Officer of Bank. The Parties contemplate that Beckwith shall report directly to the Chairman
of the Board of Bank and to the Board of Bank.


1.2             
President and Chief Executive Officer of Five Star Bancorp. During the Term of Employment defined below, Beckwith
shall serve as the President and Chief Executive Officer of Five Star Bancorp and shall continue to serve as the President and
Chief Executive Officer of Five Star Bancorp for so long as Beckwith serves as the President and Chief Executive Officer of Bank.
The Parties contemplate that Beckwith, in his capacity as President and Chief Executive Officer of Five Star Bancorp, shall report
directly to the Chairman of the Board of Five Star Bancorp and to the Board of Five Star Bancorp. Beckwith shall not receive any
additional or supplemental compensation for his role as the President and Chief Executive Officer of Five Star Bancorp.


1.3             
Director of Bank and Five Star Bancorp. During the Term of Employment defined below, Beckwith shall serve as a member
of the Board of Bank and as a member of the Board of Five Star Bancorp. Beckwith agrees to fulfill all of his duties as a member
of the Board of Bank and of the Board of Five Star Bancorp and Beckwith agrees to resign immediately from the Board of Bank and
the Board of Five Star Bancorp upon the termination of his employment as the President and Chief Executive Officer of Bank or
of Five Star Bancorp. Beckwith may receive additional or supplemental compensation for his role as a Director of Five Star Bancorp.



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1.4             
Term of Employment. Subject to any earlier termination as provided in Article 8 herein below, Beckwith’s employment
under this Agreement shall commence on the Effective Date and shall continue for a three (3) year period (“Term”),
also subject to any extension as set forth herein. Upon expiration of the Term, and each subsequent term or extension thereof,
this Agreement shall automatically be extended for an additional term of one (1) year, unless Beckwith or Bank shall have notified
the other party hereto of his or its election to terminate this Agreement not later than sixty (60) days prior to the end of such
subsequent term or extension thereof (the Term, together with any extensions, until termination in accordance herewith, shall
be referenced herein as the “Term of Employment”). Nothing stated in this Agreement or represented orally or in writing
to either Party shall create any obligation to renew this Agreement and the decision of Bank not to extend the Term or any subsequent
term, shall not be deemed a termination of employment entitling Beckwith to any severance compensation or separation benefits
under either this Agreement or any Bank or Bank severance plan or practice then in effect.


Article
2. Duties of Beckwith




 


2.1             
Compliance with Law. Beckwith hereby agrees to use his best efforts as President and CEO of Bank and agrees to perform
such related duties as are customary for the chief executive officer of a financial institution or as may reasonably be required
by Bank from time to time. Beckwith agrees during the term of this Agreement to remain knowledgeable of, and to comply with, all
applicable rules and regulations relating to banking and to keep informed of, and to comply with, all applicable federal, state
and local laws, regulations, and/or ordinances governing the conduct of Bank’s business, including, but not limited to,
relevant sections of the California Financial Code, the applicable rules and regulations of the California Department of Business
Oversight (“DBO”), the applicable rules and regulations of the Federal Deposit Insurance Corporation (“FDIC”)
and FinCEN, and the policies and procedures of Bank.


2.2             
Bank Management Obligations. Pursuant to, and in accordance with, the policies and procedures of Bank, as may be
amended from time to time in Bank’s discretion, Beckwith shall be responsible for the general management of Bank consistent
with the intent of this Agreement and sound business practices. Beckwith shall assist Bank in (1) the creation, maintenance and
monitoring of Bank’s relationships to ensure the legal and ethical conduct of business, (2) the supervising of Bank personnel
and to ensure compliance with all applicable state and federal laws, and (3) the recruiting of senior executive staff as needed.


2.3             
Full Time Employment. Beckwith shall devote his full energies, abilities and productive time to the performance
of the services contemplated under this Agreement, unless an alternative arrangement is agreed to by the Chairman of the Board
of Bank. Beckwith shall not engage in any business or personal activities that would interfere or conflict with the performance
of Beckwith’s duties under this Agreement, without the prior written consent of the Chairman of the Board of Bank.


2.4             
Location. Beckwith agrees to perform the services contemplated under this Agreement at the office location(s) authorized
and approved by the Chairman of the Board of Bank.


Article
3. Beckwith’s Compensation




3.1             
Base Salary. During the Term of Employment, Bank shall pay Beckwith a competitive base salary as determined by the
Compensation Committee of Bank. Base salary will be payable in accordance with the standard payroll procedures of Bank. Beckwith’s
base salary shall be adjusted periodically to reflect such changes as Bank determines appropriate, based on Beckwith’s performance
for the most recent performance period.



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3.2             
Corporate Annual Bonus. Bank agrees to pay Beckwith a corporate annual bonus, in accordance with any Five Star Bank
performance-and-profitability-based annual incentive plan in place during the Term of Employment, as defined in Article 1.4 hereinabove,
so long as Beckwith remains an employee of Bank in good standing through the date of the respective payments.


Article
4. Incentive Programs




4.1             
Incentive Programs. During the Term of Employment, Beckwith shall be entitled to participate in any annual and longer-term
incentive programs adopted by Bank and offered to other senior Bank executives.


Article
5. Beckwith’s Benefits




5.1             
Participation In Five Star Bank Benefit Plans. Beckwith shall be eligible to participate in those group employee
benefit plans, including, without limitation, medical, dental, and life insurance, which Bank makes available to similarly situated
employees from time to time, subject to all terms and conditions of those plans and amendments thereto, including, without limitation,
any and all provisions concerning eligibility for participation.


5.2             
Expenses. Upon presentation of appropriate vouchers and receipts, Bank shall reimburse Beckwith, in a manner similar
to other senior Bank executives, for all reasonable business expenses incurred by Beckwith.


5.3             
Stock Options. During the Term of Employment, Beckwith will be eligible to participate in any stock option plan
of Bank in the discretion of Bank.


5.4             
Retirement Plan. During the Term of Employment, Beckwith shall be entitled to participate in retirement plans generally
offered to other senior Bank executives.


5.5             
Salary Continuation Agreement. Beckwith shall be entitled to the benefits set forth in the Five Star Bank Salary
Continuation Agreement dated September 1, 2007, as amended on December 31, 2008 and on July 1, 2014, all of which are attached
hereto as Exhibit A.


5.6             
Automobile. Bank shall provide an automobile or auto allowance to Beckwith at the discretion of the Bank Board.


5.7             
Vacation. During the Term of Employment, Beckwith shall be entitled to vacation according to the Bank’s vacation
policies.



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Article
6. Safeguarding Customer Information




6.1             
Customer Information. Beckwith will learn of, and come into possession of non-public personal information (“Customer
Information”) regarding borrowers or prospective borrowers during the term of this Agreement. Beckwith agrees to take all
reasonable measures to ensure the security and confidentiality of Customer Information, to protect against any anticipated
threats or hazards to the security of such information and to protect against the unauthorized access to or use of Customer Information
which could result in substantial harm or inconvenience to any borrower or prospective borrower. Beckwith agrees that he will
use such Customer Information only for the limited purpose(s) for which it is disclosed, and for no other purpose. Beckwith further
agrees to comply with all federal and state laws governing the disclosure of Customer Information. “Customer Information,”
as used herein, means any record containing non-public personal information pertaining to a borrower or prospective borrower,
regardless of the form in which it is handled or maintained, and includes, without limitation, bank and credit card account numbers,
income and credit information and social security numbers.


Article
7. Unfair Competition and Confidential Information




7.1             
Confidential Information. Beckwith acknowledges that Bank owns proprietary Confidential Information which constitutes
a valuable, special and unique asset. This Confidential Information has been compiled and developed by Bank over time at considerable
expense and effort, has not been divulged to third parties, and is not known to Bank’s competitors, who could have obtained
economic value from such information had it been known. As used herein, the term “Confidential Information” includes
all information and materials belonging to, used by, or in the possession of Bank relating to its products, processes, services,
technologies, inventions, patents, ideas, contracts, forms, records, data, processes, financial information, business strategies,
pricing, marketing plans, customer lists, and trade secrets of every kind and character, but shall not include (a) information
that was already within the public domain at the time the information was acquired by Beckwith, or (b) information that subsequently
becomes public through no act or omission of Beckwith. Beckwith agrees that all Confidential Information is and shall continue
to be the exclusive property of Bank, whether or not prepared in whole or in part by Beckwith and whether or not disclosed to
or entrusted to Beckwith’s custody. Beckwith’s obligation to preserve the secrecy of Confidential Information shall
survive the termination of this Agreement and his employment with Bank. Upon termination of Beckwith’s employment, Beckwith
agrees to return to Bank all files, papers, and materials of any kind containing or relating to Confidential Information.


7.2             
Non-Solicitation. Beckwith agrees that if the Bank terminates Beckwith under Section 8.2 or Beckwith leaves employment
with Bank for any reason under Section 8.3 during the Term, that for the remainder of the Term and for a period of four (4) months
thereafter, he shall not induce or attempt to induce any employee of Bank to discontinue employment or association with Bank to
obtain employment with a competitor of Bank or providing services to Beckwith or any company affiliated with Beckwith.


7.3             
Prior Agreements. Beckwith represents and covenants that he is not bound by any agreement in effect with any prior
employer, or anyone else, which would preclude, limit or in any manner restrict the performance of his duties under this Agreement
or on behalf of Bank. Without limiting the foregoing, Beckwith expressly acknowledges and agrees that during the performance of
his duties under this Agreement, he has not and will not violate the terms and conditions of any agreement with respect to the
use or misappropriation of proprietary information or trade secrets of any former employer. Beckwith further acknowledges and
agrees that he has not divulged or used any such information for the benefit of Bank or Bank.



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Article
8. Termination




8.1             
Death or Disability.


a)                 
In the event of Beckwith’s death during the Term of Employment, the Terms of Employment shall automatically terminate.


b)                 
Bank and Beckwith respectively shall each have the right to terminate the Term of Employment in the event of Beckwith’s
Disability. “Disability” as used in this Agreement shall have the meaning set forth in Section 22(e)(3) of the Internal
Revenue Code, which, as of the date of this Agreement, is as follows:


An individual is permanently
and totally disabled if he 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 which has lasted or can be expected to last for a continuous
period of not less than 12 months.


A termination
of Beckwith’s employment by either party for Disability shall be communicated to the other party by written notice, and
shall be effective on the tenth (10th) day after receipt of such notice by the other party (the “Disability Effective Date”),
unless Beckwith returns to full-time performance of his duties before the Disability Effective Date.


8.2             
By Bank.


Bank shall
have the right to terminate Beckwith’s employment for cause. “Cause” as used in this Agreement
shall mean:


a)                 
Beckwith’s charge of or conviction by, or entry of a plea of guilty or nolo contendere in a court of competent
jurisdiction, for any crime involving moral turpitude or a felony in the jurisdiction involved;


b)                 
Beckwith’s willful refusal or negligent failure to perform Beckwith’s duties as required by this Agreement;


c)                 
Beckwith’s gross negligence, insubordination or material violation of any duty of loyalty or fiduciary duty to Bank
or any other material misconduct on the part of Beckwith;


d)                
Beckwith’s revocation of any approvals required by the FDIC or the DBO for Beckwith to perform his assigned duties
and responsibilities with Bank, including without limitation, Beckwith’s removal or prohibition from participating in the
conduct of Bank’s affairs by an order issued under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. §1818(e)(3) and (g)(1)).


e)                 
Beckwith’s material failure to comply with all applicable federal, state and local laws, regulations, and/or ordinances
governing his duties with Bank, or



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f)                  
Beckwith’s material breach of any other provision of this Agreement.


Bank shall
also have the right to terminate Beckwith’s employment “Without Cause” at any time, with or without notice,
subject solely to its remittance of the consideration set forth in Article 8.8(c) herein below.


8.3             
By Beckwith.


a)                 
Beckwith shall have the right to terminate the Employment Term for Good Reason (as defined below), upon thirty (30) days’
written notice to Bank delivered within thirty (30) days following the occurrence of an event constituting Good Reason; provided
that Bank shall have thirty (30) days after the date such notice has been received by Bank in which to cure the conduct specified
in such notice. Beckwith’s continued employment during such thirty (30) day period shall not constitute Beckwith’s
consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. For purposes
of this Agreement “Good Reason” shall mean:


i)                  a significant material change in Beckwith’s position or responsibilities, including a material change in duties that
represents a substantial reduction in the position or responsibilities in effect immediately prior thereto; the assignment to
Beckwith of any significant duties or responsibilities that are materially inconsistent with such position or responsibilities;
except in connection with the termination of Beckwith’s employment for Cause, as a result of his Disability or death, or
by Beckwith other than for Good Reason;


ii)                 a change in control of Bank or Five Star Bancorp (“change in control” means consolidation or merger of the
Bank or Five Star Bancorp such that neither is the surviving entity or pursuant to which the shares of Five Star Bancorp would
be converted into cash, securities, or other property; or the sale, lease, exchange, or other transfer of all or substantially
all of the assets of Bank or Five Star Bancorp; or purchase by any means by any person, corporation, or other entity of fifty
percent (50%) or more of the outstanding shares of Bank or Five Star Bancorp, excluding any transaction for the benefit of Bank
employees);


iii)               
a reduction in Beckwith’s Base Salary other than in connection with a general reduction in wages for all senior executive
employees of Bank;


iv)               
Bank requiring Beckwith (without Beckwith’s consent) to be based at any place outside a sixty (60) mile radius of
his initial place of employment with Bank, except for reasonably required travel on Bank’s business;


v)                 Bank’s failure to provide Beckwith with the compensation, including salary, bonuses, and benefits as outlined in
this Agreement, or


vi)               
any material breach by Bank of its obligations to Beckwith under this Agreement.


b)                 
Beckwith shall have the right to terminate his employment hereunder without Good Reason by providing Bank with a written
notice of termination, and such termination shall not in and of itself be a breach of this Agreement.



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8.4             
Bank’s Default. If Bank is in default (as defined in section 3(x)(1) of the Federal Deposit Insurance Act),
all obligations under this Agreement shall terminate as of the date of default, except to the extent determined that continuation
of the Agreement is necessary for the continued operation of Bank;


a)                 
By the FDIC at the time the FDIC enters into an agreement to provide assistance to or on behalf of the association under
the authority contained in 13(c) of the Federal Deposit Insurance Act; or


b)                 
By the FDIC at the time of approval of a supervisory merger to resolve problems related to operation of the association
or when the association is determined by the FDIC to be in an unsafe or unsound condition.


Any rights
of Bank or Beckwith that have already vested, however, shall not be affected by such action pursuant to section 163.39 of Title
12 of the Code of Federal Regulations.


8.5             
Beckwith’s Temporary Suspension. If Beckwith is suspended or temporarily prohibited from participating in
the conduct of Bank’s affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12
U.S.C. 1818(e)(3) and (g)(1)), Bank’s obligations under this Agreement shall be suspended as of the date of service unless
stayed by appropriate proceedings. If the charges in the notice are dismissed, Bank may in its discretion (i) pay Beckwith all
or part of the compensation withheld while its obligations under this Agreement were suspended, and (ii) reinstate (in whole or
in part) any of its obligations which were suspended.


8.6             
Loan Files. Upon termination of Beckwith’s employment for any reason, all loan files, whether pending or closed,
shall remain with, or promptly be returned to Bank, at Bank’s election, along with any Confidential Information in Beckwith’s
possession. Beckwith acknowledges and agrees that all such files and Confidential Information are the sole and exclusive property
of Bank and no copies shall be retained by Beckwith.


8.7             
Computers/Equipment. Immediately upon the termination of Beckwith’s employment for any reason, any and all
computer hardware and other equipment provided to Beckwith by Bank shall be returned to Bank.


8.8             
Effect of Termination Upon Beckwith’s Compensation.


a)                 
Death, Disability, for Cause. Term. In the event Beckwith’s employment terminates in accordance with Articles
8.1(a), 8.1(b), 8.2 or 8.3(b), hereinabove, Beckwith shall be entitled to his Base Salary, as defined in Article 3.1 hereinabove,
through the effective date of termination and a payment equal to the value of his applicable disability and other insurance benefits
in accordance with the then effective plans and programs of Bank.


b)                 
Termination by Bank Without Cause or by Beckwith With Good Reason. In the event Beckwith’s employment is terminated
by Bank without cause or should Beckwith terminate his employment for Good Reason in accordance with Article 8.3(a) hereinabove,
at any time after the Effective Date of this Agreement, Beckwith, in addition to his Base Salary, and Corporate Annual Bonus,
as described in paragraphs 3.1 and 3.2, respectively, hereinabove, through the effective date of his termination, and, shall also
be entitled to a Severance Payment equal to an additional twenty-four (24) months of his then Base Salary plus Corporate Annual
Bonus.



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c)                 
Golden Parachute Payments. Bank shall have no obligation to make any Severance Payment or other payment that is
prohibited by or subject to approval under section 359 of Title 12 of the Code of Federal Regulations. 12 C.F.R. § 359 (2011).


Article
9. Notices




9.1             
Notices. Any notice given hereunder by either Party to the other may be effected either by personal delivery in
writing or by mail, registered or certified, postage prepaid, with return receipt requested. Mailed notices shall be addressed
to the Parties at the following addresses:


	Bank:	James
    Beckwith:
	 	 
	Michael
    Stodden	3100
    Zinfandel Dr. #100
	Chairman
    of the Board	Rancho
    Cordova, CA 95834
	Five
    Star Bank	 
	3100
    Zinfancel Dr. #100	 
	Rancho
    Cordova, CA 95670	 


 


Each Party
may change his or its address by written notice in accordance with this section of the Agreement. Notices delivered personally
shall be deemed communicated as of the actual date of receipt. Mailed notices shall be deemed communicated no later than three
(3) business days after deposit in the United States mail.


Article
10. Dispute Resolution




10.1           
Negotiation. The Parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy
arising out of or relating to this Agreement. Either Party may initiate negotiations by providing written notice to the other
pursuant to the above. Such notice shall set forth the subject of the dispute and the relief requested. The recipients of such
notice will respond in writing within ten (10) days with a statement of their respective positions on and recommended solution
to the dispute. If the dispute is not resolved by this exchange of correspondence, the Parties, and/or their representatives,
will meet at a mutually agreeable time and place within twenty (20) days of the date of the initial notice in order to exchange
relevant information and perspectives, and to attempt to resolve the dispute.


10.2           
Mediation. Either Party may commence mediation of a good faith dispute by providing to the Judicial Arbitration
and Mediation Services (“JAMS”) and the other Party a written request for mediation. Such request shall set forth
the subject of the dispute and the relief requested. The Parties will cooperate with JAMS and with one another in selecting a
mediator from the JAMS panel of neutrals, and in scheduling the mediation proceedings which shall be conducted in Sacramento,
California. The Parties covenant that they will participate in the mediation in good faith. All offers, promises, conduct and
statements, whether oral or written, made in the course of the mediation by any of the Parties and/or their respective agents,
employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged, and inadmissible for
any purpose, including impeachment, in any arbitration or other proceeding involving the Parties, provided that evidence that
is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.



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10.3           
Consent to Judicial Reference. Subject to the provisions of Sections 10.1 and 10.2 hereinabove, the Parties hereby
consent and agree that (a) any and all disputes arising out of or related to this Agreement or any other matter in any way relating
to or arising out of Beckwith’s employment with Bank (collectively “Dispute”) shall be heard by a referee in
accordance with the general reference provisions of California Code of Civil Procedure Section 638, sitting without a jury in
the City of Sacramento, County of Sacramento, California, (b) such referee shall hear and determine all of the issues in any Dispute
(whether of fact or of law), including issues pertaining to a “provisional remedy” as defined in California Code of
Civil Procedure section 1281.8, including without limitation, entering restraining orders, entering temporary restraining orders,
issuing temporary and permanent injunctions and appointing receivers, and shall report a statement of decision; provided that,
if, during the course of any Dispute, any Party desires to seek such a provisional remedy at a time when a referee has not yet
been appointed or is otherwise unavailable to hear the request for such provisional remedy, then such Party may apply to the Sacramento
Superior Court for such provisional relief, and (c) pursuant to California Code of Civil Procedure section 644(a), judgment may
be entered upon the decision of such referee in the same manner as if the Dispute had been tried directly by a court. The Parties
shall use their respective commercially reasonable and good faith efforts to agree upon and select such referee, provided that
such referee must be a retired California state or federal judge, and further provided that if the Parties cannot agree upon a
referee, the referee shall be appointed by the Presiding Judge of the Sacramento Superior Court. The Parties acknowledge that
this consent and agreement is a material inducement to enter into this Agreement and that each Party will continue to be bound
by and to rely on this consent and agreement in their related future dealings. The Parties shall share the cost of the referee
and reference proceedings equally, except that the costs of the referee and reference proceedings to be paid by Beckwith shall
not exceed the amount Beckwith would have had to pay in court costs to initiate or respond to a civil action had the matter been
pursued in court. Bank shall be responsible for all other costs payable; provided that, the referee may award attorneys’
fees and reimbursement of the referee and reference proceeding fees and costs to the prevailing party, whereupon all referee and
reference proceeding fees and charges will be payable by the non-prevailing party (as so determined by the referee). The Parties
further warrant and represent that each has reviewed this consent and agreement with legal counsel of its own choosing, or has
had an opportunity to do so, and that it knowingly and voluntarily gives this consent and enters into this agreement having had
the opportunity to consult with legal counsel. This consent and agreement is irrevocable, meaning that it may not be modified
either orally or in writing, and this consent and agreement shall apply to any subsequent amendments, renewals, supplements or
modifications to this Agreement or any other agreement or document entered into between the parties in connection with this Agreement.
In the event of litigation, this Agreement may be filed as evidence of the Parties’ consent and agreement to have Disputes
heard and determined by a referee under California Code of Civil Procedure section 638.



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Article
10.3 shall not apply to any claims or disputes arising out of or relating to any Bank plan subject to the Employee Retirement
Income and Security Act (“ERISA”), which claims or disputes shall be subject to ERISA.


Article
11. Miscellaneous Provisions




11.1           
Integration. This Agreement supersedes any and all other agreements, either oral or in writing, between Bank and
Beckwith with respect to Beckwith’s performance of services as an agent or employee of Bank, and contains all the covenants
and agreements between the Parties with respect to such services in any manner whatsoever. Each Party to this Agreement acknowledges
that no representations, inducements, promises or agreements, oral or otherwise, have been made by the other Party which are not
embodied herein, and that no other agreement statement or promise not contained in this Agreement shall be valid or binding.


11.2           
Assignment. This Agreement may not be assigned by Beckwith, but shall inure to the benefit of, and shall be binding
upon, the successors and assigns of Bank.


11.3           
Receipt of Agreement. Each of the Parties acknowledges that he or it has read this Agreement in its entirety and
hereby acknowledges receipt of a fully-executed copy thereof.


11.4           
Governing Law/Jurisdiction/Venue. This Agreement shall be governed by and construed under the laws of the State
of California, without regard to its conflicts of laws principles. The Parties agree that any action taken to enforce the terms
of this Agreement, including judicial action not inconsistent with the arbitration provisions hereunder, shall come under the
jurisdiction of, and be properly heard and adjudicated in the Courts of the State of California and that venue shall be proper
in the County of Sacramento.


11.5           
Captions and Section Headings. Captions and section headings used herein are for convenience only and are not part
of this Agreement and shall not be used in construing it.


11.6           
Amendments and Waiver. This Agreement may be amended from time to time only by a writing signed by both Parties.
A waiver of any of the terms and conditions hereof shall not be construed as a waiver of any other provision, nor shall any waiver
constitute a continuing waiver or commit a-Party to providing a waiver in the future.


11.7           
Survival. The covenants, agreements, representations and warranties made herein shall survive the termination of
this Agreement, unless the context clearly provides otherwise. Specific survival provisions shall not lessen the survival nature
of provisions without such specificity.


11.8           
Severability. If a court or arbitrator of competent jurisdiction finds any provision in this Agreement to be invalid,
illegal, or otherwise unenforceable, that determination will not affect any other provision of this Agreement. The invalid provision
will be severed from this Agreement and all remaining provisions will continue to be enforceable by their terms and of full force
and effect.



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11.9           
Interpretation. Any ambiguity in the language, words, phrases, gender identifiers, sentences, or provisions contained
herein is not to be interpreted against a Party merely by reason of that Party having drafted, suggested, transcribed, or dictated
such provision. In interpreting this Agreement the intentions of the Parties, as expressed in this Agreement, shall be paramount
and this Agreement shall be read as a whole document in order to ascertain the intentions of the Parties with respect to any particular
word, phrase, sentence, or provision. This Agreement shall not be deemed to have been prepared or drafted by one Party or another,
and shall be construed accordingly.


11.10         
Third-party Beneficiary. This Agreement has been made by, and is made solely for the benefit of Bank, Bank’s
successors and assigns. Nothing in this Agreement is intended to confer any rights or remedies under or because of this Agreement
on any persons or entities other than the Parties to it and Bank’s successors and assigns. Nothing in this Agreement is
intended to relieve or discharge the obligation or liability of any third persons or entities to any Party to this Agreement.


11.11         
Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all
of which together shall constitute one and the same instrument. The Parties agree that a signed copy of this Agreement transmitted
by one Party to the other by facsimile transmission shall be binding upon the sending Party to the same extent as a signed original
of this Agreement.


This Agreement
is entered into by and between the Parties as of the above written Effective Date.





	Dated:
    1/3/2019	 	/s/
    James Beckwith
	 	 	JAMES
    BECKWITH
	 	 	 
	 	 	 
	 	 	 
	Dated:
    1/3/2019	 	FIVE
    STAR BANK
	 	 	 
	 	 	By:
    /s/ Michael R. Stodden
	 	 	 
	 	 	Name:
    Michael R. Stodden
	 	 	 
	 	 	Its:
    CHAIRMAN







Attachment:

Exhibit A: Five Star Bank Salary Continuation Agreement and amendments




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Exhibit
A


Five Star
Bank Salary Continuation Agreement




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Five Star Bank

Salary Continuation Agreement


FIVE
STAR BANK

SALARY CONTINUATION AGREEMENT


THIS SALARY
CONTINUATION AGREEMENT (this “Agreement”) is adopted this 1st day of September, 2007, by and between FIVE
STAR BANK, located in Rocklin, California (the “Bank”), and JAMES BECKWITH (the “Executive”).


The purpose
of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated
employees who contribute materially to the continued growth, development and future business success of the Bank. This Agreement
shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”),
as amended from time to time.


Article
1 

Definitions


Whenever
used in this Agreement, the following words and phrases shall have the meanings specified:


		1.1	“Beneficiary” means each designated person or entity, or the estate of the deceased Executive,
                                         entitled to any benefits upon the death of the Executive pursuant to Article 4.



		1.2	“Beneficiary
                                         Designation Form” means the form established from time to time by the Plan
                                         Administrator that the Executive completes, signs and returns to the Plan Administrator
                                         to designate one or more Beneficiaries.



		1.3	“Board” means the Board of Directors of the Bank as from time to time constituted.



		1.4	“Change
                                         in Control” means a change in the ownership or effective control of the Bank,
                                         or in the ownership of a substantial portion of the assets of the Bank, as such change
                                         is defined in Code Section 409A and regulations thereunder.



		1.5	“Code” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance
                                         thereunder, including such regulations and guidance as may be promulgated after the Effective
                                         Date.



		1.6	“Early
                                         Termination” means the Executive’s Separation from Service before attainment
                                         of Normal Retirement Age except when such Separation from Service occurs due to death
                                         or Termination for Cause or is made with Good Reason within twenty-four (24) months following
                                         Change in Control.



		1.7	“Effective
                                         Date” means September 1, 2007.



		1.8	“Good
                                         Reason” means the occurrence of any of the following events prior to Normal
                                         Retirement Age:







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Five Star Bank

Salary Continuation Agreement


 


		(a)	Without
                                         the Executive’s express written consent, the assignment to the Executive of any
                                         material duties or responsibilities inconsistent with the Executive’s positions,
                                         or a change in the Executive’s reporting responsibilities, titles, or offices,
                                         or any removal of the Executive from or any failure to re-elect the Executive to any
                                         of such positions;



		(b)	A
                                         reduction by the Bank in the Executive’s base salary;



		(c)	The
                                         Bank requiring the Executive to be based anywhere beyond one hundred (100) miles from
                                         the location where the Executive is based on the date of a Change in Control except for
                                         required travel on the Bank business to an extent substantially consistent with the Executive’s
                                         present business travel obligations or, in the event the Executive consents to any relocation,
                                         the failure by the Bank to pay (or reimburse the Executive) for all reasonable moving
                                         expenses incurred by the Executive relating to a change of the Executive’s principal
                                         residence in connection with such relocation and to indemnify the Executive against any
                                         loss realized on the sale of the Executive’s principal residence in connection
                                         with any such change of residence.



		1.9	“Normal
                                         Retirement Age” means the Executive’s age sixty-five (65).



		1.10	“Plan
                                         Administrator” means the Board or such committee or person as the Board shall
                                         appoint.



		1.11	“Plan
                                         Year” means each twelve (12) month period commencing on January 1 and ending
                                         on December 31 of each year. The initial Plan Year shall commence on the Effective Date
                                         of this Agreement and end on the following December 31.



		1.12	“Schedule
                                         A” means the schedule attached to this Agreement and made a part hereof. Schedule
                                         A shall be updated upon a change in any of the benefits under Articles 2 or 3.



		1.13	“Separation
                                         from Service” means termination of the Executive’s employment with the
                                         Bank for reasons other than death. Whether a Separation from Service has occurred is
                                         determined in accordance with the requirements of Code Section 409A based on whether
                                         the facts and circumstances indicate that the Bank and 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 Bank if the Executive has been providing services
                                         to the Bank less than thirty-six (36) months).



		1.14	“Specified
                                         Employee” means an employee who at the time of Separation from Service is a
                                         key employee of the Bank, if any stock of the Bank 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.






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Five Star Bank

Salary Continuation Agreement


 





		1.15	“Termination
                                         for Cause” means Separation from Service for:



		a)	Gross
                                         negligence or gross neglect of duties to the Bank;



		b)	Conviction
                                         of a felony or of a gross misdemeanor involving moral turpitude in connection with the
                                         Executive’s employment with the Bank; or



		c)	Fraud,
                                         disloyalty, dishonesty or willful violation of any law or significant Bank policy committed
                                         in connection with the Executive’s employment and resulting in a material adverse
                                         effect on the Bank.



		1.16	“Years
                                         of Participation” means the consecutive twelve (12) month period beginning
                                         on the Effective Date of this Agreement and any twelve (12) month anniversary thereof
                                         during the entirety of which time the Executive is a participant in this Agreement.



Article
2 

Distributions During Lifetime


		2.1	Normal
                                         Retirement Benefit. At Normal Retirement Age, the Bank shall distribute to the Executive
                                         the benefit described in this Section 2.1 in lieu of any other benefit under this Article.



		2.1.1	Amount
                                         of Benefit. The annual benefit under this Section 2.1 is One Hundred Twenty-Five
                                         Thousand Dollars ($125,000).



		2.1.2	Distribution
                                         of Benefit. The Bank shall distribute the annual benefit to the Executive in twelve
                                         (12) equal monthly installments commencing on the first day of the month following Normal
                                         Retirement Age. The annual benefit shall be distributed to the Executive for ten (10)
                                         years.



		2.2	Early
                                         Termination Benefit. If Early Termination occurs, the Bank shall distribute to the
                                         Executive the benefit described in this Section 2.2 in lieu of any other benefit under
                                         this Article.



		2.2.1	Amount
                                         of Benefit. The annual benefit under this Section 2.2 shall be a percentage of the
                                         Normal Retirement Benefit described in Section 2.1.1, determined according to the following
                                         table:






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Five Star Bank

Salary Continuation Agreement


 


	Completed
    Years of Participation at 

    Separation from Service	Percent
    of Normal Retirement Benefit
	0-9	0%
	10	50%
	11	70%
	12	90%
	13
    or more	100%


 


		2.2.2	Distribution
                                         of Benefit. The Bank shall distribute the annual benefit to the Executive in twelve
                                         (12) equal monthly installments commencing on the first day of the month following Normal
                                         Retirement Age. The annual benefit shall be distributed to the Executive for ten (10)
                                         years.



		2.3	Change
                                         in Control Benefit. If a Change in Control occurs, followed within twenty-four (24)
                                         months by Separation from Service for Good Reason the Bank shall distribute to the Executive
                                         the benefit described in this Section 2.3 in lieu of any other benefit under this Article.



		2.3.1	Amount
                                         of Benefit. The annual benefit under this Section 2.3 is the Normal Retirement Benefit
                                         amount described in Section 2.1.1.



		2.3.2	Distribution
                                         of Benefit. The Bank shall distribute the benefit to the Executive in twelve (12)
                                         equal monthly installments commencing on the first day of the month following Normal
                                         Retirement Age. The annual benefit shall be distributed to the Executive for ten (10)
                                         years.



		2.4	Restriction
                                         on Commencement of Distributions. Notwithstanding any provision of this Agreement
                                         to the contrary, if the Executive is considered a Specified Employee, the provisions
                                         of this Section 2.4 shall govern all distributions hereunder. If benefit distributions
                                         which would otherwise be made to the Executive due to Separation from Service are limited
                                         because the Executive is a Specified Employee, then such distributions shall not be made
                                         during the first six (6) months following Separation from Service. 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
                                         Separation from Service. All subsequent distributions shall be paid in the manner specified.



		2.5	Distributions
                                         Upon Taxation of Amounts Deferred. 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 Bank may make a limited distribution
                                         to the Executive in a manner that conforms to the requirements of Code section 409A.
                                         Any such distribution will decrease the Executive’s benefits distributable under
                                         this Agreement.







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Five Star
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Salary Continuation Agreement


 


		2.7	Change in Form or Timing of Distributions. For distribution of benefits under this Article 2, the Executive and the Bank
may, subject to the terms of Section 8.1, amend this Agreement to delay the timing or change the form of distributions. Any such
amendment:




		a)	may
                                         not accelerate the time or schedule of any distribution, except as provided in Code Section
                                         409A;



		b)	must,
                                         for benefits distributable under Sections 2.1, 2.2 and 2.3, be made at least twelve (12)
                                         months prior to the first scheduled distribution



		c)	must,
                                         for benefits distributable under Sections 2.1, 2.2 and 2.3, 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 amendment is made.



Article
3 

Distribution at Death


		3.1	Death
                                         During Active Service. If the Executive dies prior to Separation from Service, the
                                         Bank shall distribute to the Beneficiary the benefit described in this Section 3.1. This
                                         benefit shall be distributed in lieu of any benefit under Article 2.



		3.1.1	Amount
                                         of Benefit. The annual benefit under this Section 3.1 is the Normal Retirement Benefit
                                         amount described in Section 2.1.1.



		3.1.2	Distribution
                                         of Benefit. The Bank shall distribute the annual benefit to the Beneficiary in twelve
                                         (12) equal monthly installments for ten (10) years commencing on the first day of the
                                         fourth month following the Executive’s death. The Beneficiary shall be required
                                         to provide to the Bank the Executive’s death certificate.



		3.2	Death
                                         During Distribution of a Benefit. If the Executive dies after any benefit distributions
                                         have commenced under this Agreement but before receiving all such distributions, the
                                         Bank shall distribute to the Beneficiary the remaining benefits at the same time and
                                         in the same amounts they would have been distributed to the Executive had the Executive
                                         survived.



		3.3	Death
                                         Before Benefit Distributions Commence. If the Executive is entitled to benefit distributions
                                         under this Agreement but dies prior to the date that commencement of said benefit distributions
                                         are scheduled to be made under this Agreement, the Bank shall distribute to the Beneficiary
                                         the same benefits to which the Executive was entitled prior to death, except that the
                                         benefit distributions shall be paid in the manner specified in Section 3.1.2 and shall
                                         commence on the first day of the fourth month following the Executive’s death.






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Five
Star Bank

Salary Continuation Agreement


Article
4

Beneficiaries


		4.1	In
                                         General. The Executive shall have the right, at any time, to designate a Beneficiary
                                         to receive any benefit distributions under this Agreement upon the death of the Executive.
                                         The Beneficiary designated under this Agreement may be the same as or different from
                                         the beneficiary designated under any other plan of the Bank in which the Executive participates.



		4.2	Designation.
                                         The Executive shall designate a Beneficiary by completing and signing the Beneficiary
                                         Designation Form and delivering it to the Plan Administrator or its designated agent.
                                         If the Executive names someone other than the Executive’s spouse as a Beneficiary,
                                         the Plan Administrator may, in its sole discretion, determine that spousal consent is
                                         required to be provided in a form designated by the Plan Administrator, executed by the
                                         Executive’s spouse and returned to the Plan Administrator. The Executive’s
                                         beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases
                                         the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently
                                         dissolved. The Executive shall have the right to change a Beneficiary by completing,
                                         signing and otherwise complying with the terms of the Beneficiary Designation Form and
                                         the Plan Administrator’s rules and procedures. Upon the acceptance by the Plan
                                         Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously
                                         filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last
                                         Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator
                                         prior to the Executive’s death.



		4.3	Acknowledgment.
                                         No designation or change in designation of a Beneficiary shall be effective until received,
                                         accepted and acknowledged in writing by the Plan Administrator or its designated agent.



		4.4	No
                                         Beneficiary Designation. If the Executive dies without a valid beneficiary designation,
                                         or if all designated Beneficiaries predecease the Executive, then the Executive’s
                                         spouse shall be the designated Beneficiary. If the Executive has no surviving spouse,
                                         any benefit shall be paid to the Executive’s estate.



		4.5	Facility
                                         of Distribution. If the Plan Administrator determines in its discretion that a benefit
                                         is to be distributed to a minor, to a person declared incompetent or to a person incapable
                                         of handling the disposition of that person’s property, the Plan Administrator may
                                         direct distribution of such benefit to the guardian, legal representative or person having
                                         the care or custody of such minor, incompetent person or incapable person. The Plan Administrator
                                         may require proof of incompetence, minority or guardianship as it may deem appropriate
                                         prior to distribution of the benefit. Any distribution of a benefit shall be a distribution
                                         for the account of the Executive and the Beneficiary, as the case may be, and shall completely
                                         discharge any liability under this Agreement for such distribution amount.






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Five
Star Bank

Salary Continuation Agreement


Article
5

General Limitations


		5.1	Termination
                                         for Cause. Notwithstanding any provision of this Agreement to the contrary, the Bank
                                         shall not distribute any benefit under this Agreement if the Executive’s employment
                                         with the Bank is terminated by the Bank or an applicable regulator due to a Termination
                                         for Cause.



		5.2	Suicide
                                         or Misstatement. No benefit shall be distributed if the Executive commits suicide
                                         within two (2) years after the Effective Date, or if an insurance company which issued
                                         a life insurance policy covering the Executive and owned by the Bank denies coverage
                                         (i) for material misstatements of fact made by the Executive on an application for such
                                         life insurance, or (ii) for any other reason.



		5.3	Removal.
                                         Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute
                                         any benefit under this Agreement if the Executive is subject to a final removal or prohibition
                                         order issued by an appropriate federal banking agency pursuant to Section 8(e) of the
                                         Federal Deposit Insurance Act. Notwithstanding anything herein to the contrary, any payments
                                         made to the Executive pursuant to this Agreement, or otherwise, shall be subject to and
                                         conditioned upon compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR Part 359,
                                         Golden Parachute Indemnification Payments and any other regulations or guidance promulgated
                                         thereunder.



Article
6 

Administration of Agreement


		6.1	Plan
                                         Administrator Duties. The Plan Administrator shall administer this Agreement according
                                         to its express terms and shall also have the discretion and authority to (i) make, amend,
                                         interpret and enforce all appropriate rules and regulations for the administration of
                                         this Agreement and (ii) decide or resolve any and all questions, including interpretations
                                         of this Agreement, as may arise in connection with this Agreement to the extent the exercise
                                         of such discretion and authority does not conflict with Code Section 409A.



		6.2	Agents.
                                         In the administration of this Agreement, the Plan Administrator may employ agents and
                                         delegate to them such administrative duties as the Plan Administrator sees fit, including
                                         acting through a duly appointed representative, and may from time to time consult with
                                         counsel who may be counsel to the Bank.



		6.3	Binding
                                         Effect of Decisions. Any decision or action of the Plan Administrator with respect
                                         to any question arising out of or in connection with the administration, interpretation
                                         or application of this Agreement and the rules and regulations promulgated hereunder
                                         shall be final and conclusive and binding upon all persons having any interest in this
                                         Agreement.



		6.4	Indemnity
                                         of Plan Administrator. The Bank shall indemnify and hold harmless the Plan Administrator
                                         against any and all claims, losses, damages, expenses or liabilities arising from any
                                         action or failure to act with respect to this Agreement, except in the case of willful
                                         misconduct by the Plan Administrator.




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Five Star Bank

Salary Continuation Agreement


 


		6.5	Bank
                                         Information. To enable the Plan Administrator to perform its functions, the Bank
                                         shall supply full and timely information to the Plan Administrator on all matters relating
                                         to the date and circumstances of the Executive’s death or Separation from Service,
                                         and such other pertinent information as the Plan Administrator may reasonably require.



		6.6	Annual
                                         Statement. The Plan Administrator shall provide to the Executive, within one hundred
                                         twenty (120) days after the end of each Plan Year, a statement setting forth the benefits
                                         to be distributed under this Agreement.



Article
7 

Claims And Review Procedures


		7.1	Claims
                                         Procedure. An Executive or Beneficiary (“claimant”) who has not received
                                         benefits under this Agreement that he or she believes should be distributed shall make
                                         a claim for such benefits as follows:



		7.1.1	Initiation
                                         — Written Claim. The claimant initiates a claim by submitting to the Plan Administrator
                                         a written claim for the benefits. If such a claim relates to the contents of a notice
                                         received by the claimant, the claim must be made within sixty (60) days after such notice
                                         was received by the claimant. All other claims must be made within one hundred eighty
                                         (180) days of the date on which the event that caused the claim to arise occurred. The
                                         claim must state with particularity the determination desired by the claimant.



		7.1.2	Timing
                                         of Plan Administrator Response. The Plan Administrator shall respond to such claimant
                                         within ninety (90) days after receiving the claim. If the Plan Administrator determines
                                         that special circumstances require additional time for processing the claim, the Plan
                                         Administrator can extend the response period by an additional ninety (90) days by notifying
                                         the claimant in writing, prior to the end of the initial ninety (90) day period, that
                                         an additional period is required. The notice of extension must set forth the special
                                         circumstances and the date by which the Plan Administrator expects to render its decision.



		7.1.3	Notice
                                         of Decision. If the Plan Administrator denies part or all of the claim, the Plan
                                         Administrator shall notify the claimant in writing of such denial. The Plan Administrator
                                         shall write the notification in a manner calculated to be understood by the claimant.
                                         The notification shall set forth:



		(a)	The
                                         specific reasons for the denial;



		(b)	A
                                         reference to the specific provisions of this Agreement on which the denial is based;



		(c)	A
                                         description of any additional information or material necessary for the claimant to perfect
                                         the claim and an explanation of why it is needed;




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Salary Continuation Agreement


 


		(d)	An
                                         explanation of this Agreement’s review procedures and the time limits applicable
                                         to such procedures; and



		(e)	A
                                         statement of the claimant’s right to bring a civil action under ERISA Section 502(a)
                                         following an adverse benefit determination on review.



		7.2	Review
                                         Procedure. If the Plan Administrator denies part or all of the claim, the claimant
                                         shall have the opportunity for a full and fair review by the Plan Administrator of the
                                         denial as follows:



		7.2.1	Initiation
                                         — Written Request. To initiate the review, the claimant, within sixty (60)
                                         days after receiving the Plan Administrator’s notice of denial, must file with
                                         the Plan Administrator a written request for review.



		7.2.2	Additional
                                         Submissions — Information Access. The claimant shall then have the opportunity
                                         to submit written comments, documents, records and other information relating to the
                                         claim. The Plan Administrator shall also provide the claimant, upon request and free
                                         of charge, reasonable access to, and copies of, all documents, records and other information
                                         relevant (as defined in applicable ERISA regulations) to the claimant’s claim for
                                         benefits.



		7.2.3	Considerations
                                         on Review. In considering the review, the Plan Administrator shall take into account
                                         all materials and information the claimant submits relating to the claim, without regard
                                         to whether such information was submitted or considered in the initial benefit determination.



		7.2.4	Timing
                                         of Plan Administrator Response. The Plan Administrator shall respond in writing to
                                         such claimant within sixty (60) days after receiving the request for review. If the Plan
                                         Administrator determines that special circumstances require additional time for processing
                                         the claim, the Plan Administrator can extend the response period by an additional sixty
                                         (60) days by notifying the claimant in writing, prior to the end of the initial sixty
                                         (60) day period, that an additional period is required. The notice of extension must
                                         set forth the special circumstances and the date by which the Plan Administrator expects
                                         to render its decision.



		7.2.5	Notice
                                         of Decision. The Plan Administrator shall notify the claimant in writing of its decision
                                         on review. The Plan Administrator shall write the notification in a manner calculated
                                         to be understood by the claimant. The notification shall set forth:



		(a)	The
                                         specific reasons for the denial;



		(b)	A
                                         reference to the specific provisions of this Agreement on which the denial is based;



		(c)	A
                                         statement that the claimant is entitled to receive, upon request and free of charge,
                                         reasonable access to, and copies of, all documents, records and other information relevant
                                         (as defined in applicable ERISA regulations) to the claimant’s claim for benefits;
                                         and



		(d)	A
                                         statement of the claimant’s right to bring a civil action under ERISA Section 502(a).






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Star Bank

Salary Continuation Agreement


Article
8 

Amendments and Termination


		8.1	Amendments.
                                         This Agreement may be amended only by a written agreement signed by the Bank and
                                         the Executive. However, the Bank may unilaterally amend this Agreement to conform with
                                         written directives to the Bank from its auditors or banking regulators or to comply with
                                         legislative changes or tax law, including without limitation Code Section 409A.



		8.2	Plan
                                         Termination Generally. This Agreement may be terminated only by a written agreement
                                         signed by the Bank and the Executive. The benefit shall be the entire amount accrued
                                         by the Bank with respect to the Bank’s obligations hereunder as of the date this
                                         Agreement is terminated. Except as provided in Section 8.3, the termination of this Agreement
                                         shall not cause a distribution of benefits under this Agreement. Rather, upon such termination
                                         benefit distributions will be made at the earliest distribution event permitted under
                                         Article 2 or Article 3.



		8.3	Plan
                                         Terminations Under Code Section 409A. Notwithstanding anything to the contrary in
                                         Section 8.2, if the Bank terminates this Agreement in the following circumstances:



		a)	Within
                                         thirty (30) days before or twelve (12) months after a Change in Control, provided that
                                         all distributions are made no later than twelve (12) months following such termination
                                         of this Agreement and further provided that all the Bank’s arrangements which are
                                         substantially similar to this 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 such termination;



		b)	Upon
                                         the Bank’s dissolution or with the approval of a bankruptcy court provided that
                                         the amounts deferred under this Agreement are included in the Executive’s gross
                                         income in the latest of (i) the calendar year in which this 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 Bank’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 Bank, (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 Bank does not adopt any new arrangement that would be a Similar Arrangement
                                         for a minimum of three (3) years following the date the Bank takes all necessary action
                                         to irrevocably terminate and liquidate the Agreement;






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Bank

Salary Continuation Agreement


the
Bank may distribute the entire amount accrued by the Bank with respect to the Bank’s obligations hereunder, determined as
of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.


Article
9 

Miscellaneous


		9.1	Binding
                                         Effect. This Agreement shall bind the Executive and the Bank and their beneficiaries,
                                         survivors, executors, administrators and transferees.



		9.2	No
                                         Guarantee of Employment. This Agreement is not a contract for employment. It does
                                         not give the Executive the right to remain as an employee of the Bank nor interfere with
                                         the Bank’s right to discharge the Executive. It does not require the Executive
                                         to remain an employee nor interfere with the Executive’s right to terminate employment
                                         at any time.



		9.3	Non-Transferability.
                                         Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached
                                         or encumbered in any manner.



		9.4	Tax
                                         Withholding and Reporting. The Bank shall withhold any taxes that are required to
                                         be withheld, including but not limited to taxes owed under Code Section 409A from the
                                         benefits provided under this Agreement. The Executive acknowledges that the Bank’s
                                         sole liability regarding taxes is to forward any amounts withheld to the appropriate
                                         taxing authorities. The Bank shall satisfy all applicable reporting requirements, including
                                         those under Code Section 409A.



		9.5	Applicable
                                         Law. This Agreement and all rights hereunder shall be governed by the laws of the
                                         State of California, except to the extent preempted by the laws of the United States
                                         of America.



		9.6	Unfunded
                                         Arrangement. The Executive and the Beneficiary are general unsecured creditors of
                                         the Bank for the distribution of benefits under this Agreement. The benefits represent
                                         the mere promise by the Bank to distribute such benefits. The rights to benefits are
                                         not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
                                         encumbrance, attachment or garnishment by creditors. Any insurance on the Executive’s
                                         life or other informal funding asset is a general asset of the Bank to which the Executive
                                         and Beneficiary have no preferred or secured claim.



		9.7	Reorganization.
                                         The Bank shall not merge or consolidate into or with another bank, or reorganize, or
                                         sell substantially all of its assets to another bank, firm or person unless such succeeding
                                         or continuing bank, firm or person agrees to assume and discharge the obligations of
                                         the Bank under this Agreement. Upon the occurrence of such an event, the term “Bank”
                                         as used in this Agreement shall be deemed to refer to the successor or survivor entity.




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Salary Continuation Agreement


 


		9.8	Entire
                                         Agreement. This Agreement constitutes the entire agreement between the Bank and the
                                         Executive as to the subject matter hereof. No rights are granted to the Executive by
                                         virtue of this Agreement other than those specifically set forth herein.



		9.9	Interpretation.
                                         Wherever the fulfillment of the intent and purpose of this Agreement requires and the
                                         context will permit, the use of the masculine gender includes the feminine and use of
                                         the singular includes the plural.



		9.10	Alternative
                                         Action. In the event it shall become impossible for the Bank or the Plan Administrator
                                         to perform any act required by this Agreement due to regulatory or other constraints,
                                         the Bank or Plan Administrator may perform such alternative act as most nearly carries
                                         out the intent and purpose of this Agreement and is in the best interests of the Bank,
                                         provided that such alternative act does not violate Code Section 409A.



		9.11	Headings.
                                         Article and section headings are for convenient reference only and shall not control
                                         or affect the meaning or construction of any provision herein.



		9.12	Validity.
                                         If any provision of this Agreement shall be illegal or invalid for any reason, said illegality
                                         or invalidity shall not affect the remaining parts hereof, but this Agreement shall be
                                         construed and enforced as if such illegal or invalid provision had never been included
                                         herein.



		9.13	Notice.
                                         Any notice or filing required or permitted to be given to the Bank or Plan Administrator
                                         under this Agreement shall be sufficient if in writing and hand-delivered or sent by
                                         registered or certified mail to the address below:



	Five
    Star Bank
	Attention:
    Plan Administrator
	6810
    Five Star Bank Boulevard
	Rocklin,
    CA 95677


 


Such notice shall be
deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for
registration or certification.


Any notice or filing
required or permitted to be given to the Executive under this Agreement shall be sufficient if in writing and hand-delivered or
sent by mail to the last known address of the Executive.


		9.14	Deduction
                                         Limitation on Benefit Payments. If the Bank reasonably anticipates that the Bank’s
                                         deduction with respect to any distribution under this Agreement would be limited or eliminated
                                         by application of Code Section 162(m), then to the extent deemed necessary by the Bank
                                         to ensure that the entire amount of any distribution from this Agreement is deductible,
                                         the Bank may delay payment of any amount that would otherwise be distributed under this
                                         Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary
                                         in the event of the Executive’s death) at the earliest date the Bank reasonably
                                         anticipates that the deduction of the payment of the amount will not be limited or eliminated
                                         by application of Code Section 162(m).



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




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Five Star Bank

Salary Continuation Agreement


 




IN WITNESS
WHEREOF, the Executive and a duly authorized representative of the Bank have signed this Agreement.


	EXECUTIVE	 	BANK
	 	 	 
	/s/
    James E. Beckwith	 	By: 	/s/
    Michael R. Stodden
	James Beckwith	 		
	 	 	Title: 	Chairman
    of Board







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Five Star Bank

Salary Continuation Agreement

Beneficiary Designation Form


 




	{ }	New Designation
	{ }	Change in Designation
	 	 






I, James Beckwith, designate
the following as Beneficiary under this Agreement:


	Primary:

        ___________________________________________________

        ___________________________________________________
	

____

        ____

	Contingent:

        ___________________________________________________

        ___________________________________________________

           
	

____

         ____



Notes:


		·	Please
                                         PRINT CLEARLY or TYPE the names of the beneficiaries.



		·	To
                                         name a trust as Beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.



		·	To
                                         name your estate as Beneficiary, please write “Estate of [your name]”



		·	Be
                                         aware that none of the contingent beneficiaries will receive anything unless ALL of the
                                         primary beneficiaries predecease you.



I understand
that I may change these beneficiary designations by delivering a new written designation to the Plan Administrator, which shall
be effective only upon receipt and acknowledgment by the Plan Administrator prior to my death. I further understand that the designations
will be automatically revoked if the Beneficiary predeceases me, or, if I have named my spouse as Beneficiary and our marriage
is subsequently dissolved.




	Name:	 	 	 
	 	 	 
	Signature	 	 	Date:	 












	SPOUSAL
                                         CONSENT (Required if someone other than spouse is named Beneficiary and Plan Administrator
                                         requests):

        I consent to the beneficiary
        designation above, and acknowledge that if I am named Beneficiary and our marriage is subsequently dissolved, the designation
        will be automatically revoked.

        

        

	Spouse Name:		 	 
	 	 	 
	Signature: 		 	Date: 	
	 	 	 




 





Received by the Plan Administrator
this ___ day of _______, 200______




	By:	 	 
	 	 	 
	Title:	 	 








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Five Star
Bank

Salary Continuation Agreement


 






©
2007 Clark Consulting


This
document is provided to assist your legal counsel in documenting your specific arrangement. The laws of the various states may
differ considerably, and this specimen is for general information only. It is not a form to be signed, nor is it to be construed
as legal advice. Failure to accurately document your arrangement could result in significant losses, whether from claims of those
participating in the arrangement, from the heirs and beneficiaries of participants, or from regulatory agencies such as the Internal
Revenue Service, the Department of Labor, or bank examiners. License is hereby granted to your legal counsel to use these materials
in documenting solely your arrangement.


In
general, if your bank is subject to SEC regulation, implementation of this or any other executive or director compensation program
may trigger rules requiring certain disclosures on Form 8-K within four days of implementing the program. Consult with your SEC
attorney, if applicable, to determine your responsibilities under the disclosure rules.


 








IMPORTANT
NOTICE ON CODE SECTION 409A COMPLIANCE


It is
critical that you consult with your legal and tax advisors to determine the impact of Internal Revenue Code Section 409A to your
particular situation. On April 10, 2007 the Treasury Department issued final regulations implementing the requirements of Section
409A which apply to nonqualified deferred compensation arrangements. The regulations will be effective on January 1, 2008.




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FIRST
AMENDMENT TO FIVE STAR BANK



SALARY CONTINUATION AGREEMENT


THIS
FIRST AMENDMENT FIVE STAR BANK SALARY CONTINUATION AGREEMENT (this “First Amendment”) is made as of the
31st day of December 2008, by and between FIVE STAR BANK, located in Rocklin California (the “Bank”) and
JAMES BECKWITH (the “Executive”), with reference to the following facts:


A.            Effective
September 1, 2007, the Bank and Executive entered into the FIVE STAR BANK SALARY CONTINUATION AGREEMENT (the “Agreement”).


B.             The
Parties desire to amend the Agreement to conform to the requirements of Internal Revenue Code section 409A.


NOW, THEREFORE,
the Parties agree to amend and modify the Agreement set upon the terms and subject to the conditions of this First Amendment.


1.             Section
9.14., Deduction Limitation on Benefit Payments is amended and restated in its entirety to read as follows:


9.14. Deduction Limitations
on Benefit Payments. Subject to the requirements of Section 2.7, above, if the Bank reasonably anticipates that the Bank’s
deduction with respect to any distribution under this Agreement would be limited or eliminated by application of Code Section
162(m), then to the extent deemed necessary by the Bank to ensure that the entire amount of any distribution from this Agreement
is deductible, the Bank may delay payment of any amount that would otherwise be distributed under this Agreement. The delayed
amounts shall be distributed to the Executive (or the Beneficiary in the event of the Executive’s death) at the earliest
date permitted under Section 2.7 that the bank reasonably anticipates that the deduction of the payment of the amount will not
be limited or eliminated by application of Code Section 162(m).


2.             To
the extend not amended hereby, the provisions of the FIVE STAR BANK SALARY CONTINUATION AGREEMENT shall remain in full force and
effect.




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IN WITNESS
WHEREOF, the Executive and the Bank have entered into this FIRST AMENDMENT effective as of the date first set forth above.







	 	EXECUTIVE:
	 	 	/s/
    James Beckwith
	 	 	JAMES BECKWITH
	 	 	 
	 	BANK:
	 	 
	 	 	FIVE STAR BANK
	 	 	By 	/s/ Michael R. Stodden
	 	 	Name  	Michael R. Stodden 
	 	 	Title 	Chairman 12/31/09
	 	 	 








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SECOND
AMENDMENT

TO THE

FIVE STAR BANK

SALARY CONTINUATION AGREEMENT


THIS
SECOND AMENDMENT is made by Five Star Bank (the “Bank”), a banking corporation organized and existing under the
laws of the State of California, and James Beckwith (the “Executive”), this 1st day of July, 2014.


RECITALS:


WHEREAS,
the Five Star Bank Salary Continuation Agreement (the “Plan”) was adopted on September 1. 2007; and amended on
December 31, 2008; and


WHEREAS,
pursuant to Section 8.1 of the Plan, the Bank and the Executive may amend the Plan by written mutual agreement; and


WHEREAS,
the parties desire to amend the Plan to clarify the Executive’s Normal Retirement Benefit under Section 2.1;


NOW,
THEREFORE, the parties hereby amend the Plan as follows:


Section
2.1.1 shall be deleted in its entirety and replaced with the following:


		2.1.1	Amount
                                         of Benefit. The annual benefit under this Section 2.1 is One Hundred Seventy-Five
                                         Thousand Dollars ($175,000.00).



Except
as otherwise amended by the First Amendment and this Amendment, all provisions of the Plan shall remain in full force and effect
and the Plan, First Amendment, and this Amendment shall be construed together and considered one and the same agreement.


IN
WITNESS WHEREOF, the parties execute this Amendment as of the date first written above.




	EXECUTIVE:	 	FIVE STAR BANK:	 
	 	 	 	 
	/s/ James Beckwith 	 	By: 	/s/
    Michael R. Stodden	 
	James Beckwith	 	 	 
	 	 	Its: 	CHAIRMAN	 
	 	 	 	 







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