Exhibit 10.15


 


SPLIT
DOLLAR AGREEMENT

By and Between FIVE STAR BANK and KRISTA SNELLING


 


	Insurer/Policy:	The
    Penn Mutual Life Insurance Company Policy #[***]
	 	 
	Bank:	Five
    Star Bank
	 	 
	Insured:	Krista
    Snelling
	 	 
	Relationship
    of Insured to Bank:	Executive
	 	 
	Effective
    Date:	October
    1, 2020


 


The respective
rights and duties of FIVE STAR BANK (hereinafter the “Bank”) and KRISTA SNELLING (hereinafter the “Insured”)
in the above-referenced Policy(ies) shall be pursuant to the terms set forth below:


		1.	DEFINITIONS.



Refer
to the Policy(ies) contract for the definition of any terms in this Split Dollar Agreement (hereinafter “Agreement”)
that is not defined herein. If the definition of a term in the Policy(ies) is inconsistent with the definition of a term in this
Agreement, then the definition of the term as set forth in this Agreement shall supersede and replace the definition of the terms
as set forth in the Policy(ies).


		1.1.	Beneficiary.
                                         The term “Beneficiary” shall mean one or more persons, trusts, estates or
                                         other entities, designated in accordance with Paragraph 3 below that are entitled to
                                         receive benefits under this Plan upon the death of Insured.



		1.2.	Beneficiary
                                         Designation Form. The term “Beneficiary Designation Form” shall mean
                                         the form established from time to time by the Bank, which an Insured completes, signs
                                         and returns to designate one or more Beneficiaries.



		1.3.	Board.
                                         “Board” means the Board of Directors of the Bank.



		1.4.	Claimant.
                                         “Claimant” shall have the meaning assigned to an individual who makes a claim
                                         pursuant to the provisions of Paragraph 11 below.



		1.5.	Code.
                                         The term the “Code” shall mean the Internal Revenue Code of 1986, as
                                         amended from time to time.



		1.6.	ERISA.
                                         The term "ERISA" shall mean the Employee Retirement Income Security Act of
                                         1974, as amended.




    	



    	 



    
		1.7.	Net
                                         Amount-at-Risk. The term “Net Amount-at-Risk” (hereinafter “NAR”)
                                         shall be defined as the total proceeds of the Policy(ies) less the cash value of the
                                         Policy(ies).



		1.8.	Plan.
                                         The term “Plan” refers to this arrangement, as evidenced by this Agreement,
                                         whereby Insured (or Insured’s Beneficiary) is entitled to receive a benefit.



		1.9.	Policy(ies).
                                         The term “Policy(ies)” refers to that life insurance policy (those policies)
                                         referenced above that are subject to the terms of this Agreement.



		1.10.	Separation
                                         From Service. The term “Separation From Service” shall be interpreted
                                         in accordance with the provisions of Code Section 409A and any related notices, guidance
                                         or regulations. Whether a Separation From Service (or Termination of Employment) has
                                         occurred is determined based on whether the facts and circumstances indicate that the
                                         Bank and Executive reasonably anticipate that no further services will be performed after
                                         a certain date or that the level of bona fide services Executive will perform after such
                                         date (whether as an employee or as an independent contractor) will permanently decrease
                                         to no more than twenty (20%) percent of the average level of bona fide services performed
                                         (as an employee or an independent contractor) over the immediately preceding thirty-six
                                         (36) month period (or the full period of service if the employee has been providing services
                                         to the employer less than 36 months). There shall be no Separation From Service while
                                         Executive is on military leave, sick leave or other bona fide leave of absence, as long
                                         as such leave does not exceed six (6) months, or if longer, so long as Executive retains
                                         a right to reemployment with the Bank under an applicable statute or by contract.



		2.	POLICY(IES)
                                         TITLE AND OWNERSHIP.



Title
and ownership of the Policy(ies) shall reside in the Bank for its use and for the use of the Insured all in accordance with this
Agreement. The Bank, in its sole discretion, may surrender or terminate the Policy(ies) at any time and for any reason. Where
the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage
under the subject Policy(ies), then, in such event, the rights, duties and benefits of the parties to such increased coverage
shall continue to be subject to the terms of this Agreement.


The
Bank (or the trustee, in the event of the establishment of a rabbi trust, at the direction of the Bank) may sell, surrender or
transfer ownership of the Policy to the Insurer or any third party, provided that, in the event of any such sale, surrender or
transfer prior to termination of this Agreement, the Bank (or Trustee) replaces the Policy with a life insurance policy or policies
on the life of the Insured providing death benefits that are at least as much as that of the Policy being replaced. The rights,
duties and benefits of the Bank, the Insured or the trustee with respect to any such replacement policy shall be subject to the
terms of this Agreement. At the request of the Bank, the Insured shall take any and all actions that the Bank determines may be
reasonably necessary for the sale, surrender or transfer of the Policy, the issuance of a replacement policy(ies), and subjecting
the replacement policy(ies) to the terms of this Agreement.



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		3.	BENEFICIARY
                                         DESIGNATION RIGHTS.



The
Insured (or assignee) shall have the right and power to designate a “Beneficiary” or “Beneficiaries” to
receive the Insured’s share of the proceeds payable upon the death of the Insured, and to elect and change a payment option
for such Beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement. If no
designated primary or secondary Beneficiary shall survive Insured, then all amounts due under this Agreement shall be paid to
Insured’s estate.


A
divorce will automatically revoke the portion of a Beneficiary Designation Form designating the former spouse as a Beneficiary.
The former spouse will be a Beneficiary under this Agreement only if a new such Beneficiary Designation Form naming the former
spouse as a Beneficiary is filed after the date the dissolution decree is entered.


		4.	PREMIUM
                                         PAYMENT METHOD.



Subject
to the Bank’s absolute right to surrender or terminate the Policy(ies) at any time and for any reason, the Bank shall pay
the premium required for each Policy as it becomes due.


		5.	TAXABLE
                                         BENEFIT.



Annually
the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service.
The Bank will report to the Insured the amount of imputed income each year on Form W-2 or its equivalent. At the end of each calendar
year, the Bank shall pay to Insured an amount equal to an estimate of all federal and state income taxes incurred by Insured as
a result of the taxable benefit under this Paragraph (the "Reimbursement"). If, as a result of any Gross-up payments
made to Insured, Insured incurs additional tax liability, then the Bank shall provide an additional Reimbursement payment to Insured
to offset any additional tax liability ("Double Reimbursement").


		6.	DIVISION
                                         OF DEATH PROCEEDS.



Subject
to the provisions of Paragraph 8, the division of the death proceeds of the Policy(ies) is as follows:


		A.	In
                                         the event Insured has not yet Separated From Service at the time of death, then, upon
                                         Insured’s death, their Beneficiary(ies) shall be entitled to receive an amount
                                         equal to the lesser of One Hundred percent (100%) of the NAR or One Million Two Hundred
                                         Fifty Thousand Dollars ($1,250,000).



		B.	Should
                                         Insured Separate From Service for any reason other than death (the circumstances of which
                                         are governed by Paragraph 6A), then neither Insured nor their Beneficiary(ies) shall
                                         be entitled to receive any amount of the Policy(ies) proceeds pursuant to this Agreement.




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		C.	The
                                         Bank may select which Policy(ies) shall be used to pay benefits due under this Agreement.



		D.	The
                                         Bank and Insured (or assignees) shall share in any interest due on the death proceeds
                                         on a pro rata basis as the proceeds due each respectively bears to the total proceeds,
                                         excluding any such interest.



		E.	Any
                                         refund of unearned premium as provided in any Policy(ies) shall be paid to the Bank.



		7.	RIGHTS
                                         OF PARTIES WHERE POLICY(IES) ENDOWMENT OR ANNUITY ELECTION EXISTS.



In
the event the Policy(ies) involves an endowment or annuity element, the Bank’s right and interest in any endowment proceeds
or annuity benefits, on expiration of the deferment period, shall be determined under the provisions of this Agreement by regarding
such endowment proceeds or the commuted value of such annuity benefits as the Policy’s cash value. Such endowment proceeds
or annuity benefits shall be considered to be like death proceeds for the purposes of division under this Agreement.


		8.	TERMINATION.



This
Agreement shall terminate upon Insured’s Separation From Service, upon the mutual written agreement of the Bank and the
Insured, or upon distribution of the death benefit proceeds in accordance with Paragraph 6 above.


		9.	INSURED’S
                                         OR ASSIGNEE’S ASSIGNMENT RIGHTS.



Insured
may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right, title or interest
in the subject Policy(ies) nor any rights, options, privileges or duties created under this Agreement.


		10.	AGREEMENT
                                         BINDING UPON THE PARTIES.



This
Agreement shall bind the Insured and the Bank, their heirs, successors, personal representatives and assigns.


		11.	ADMINISTRATIVE
                                         AND CLAIMS PROVISIONS.



The
following provisions are part of this Agreement and are intended to meet the requirements of ERISA:



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		A.	Named
                                         Fiduciary and Plan Administrator.



The
Named Fiduciary and Plan Administrator (hereinafter “Administrator) of this Split Dollar Agreement shall be the Bank. The
Administrator may designate a replacement Administrator at any time, or may delegate to others certain responsibilities, including
the employment of advisors and the delegation of any ministerial duties to qualified individuals.


		B.	Dispute
                                         Over Benefits.



In
the event a dispute arises over the benefits under this plan and benefits are not paid to the Insured (or to Insured’s beneficiary[ies],
if applicable) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named
Fiduciary and Administrator named above in accordance with the following procedures:


		(i)	Written
                                         Claim. The claimant may file a written request for such benefit to the Plan Administrator.



		(ii)	Claim
                                         Decision. Upon receipt of such claim, the Administrator shall respond to such claimant
                                         within ninety (90) days after receiving the claim. If the Administrator determines that
                                         special circumstances require additional time for processing the claim, the Administrator
                                         can extend the response period by an additional ninety (90) days for reasonable cause
                                         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.



If
the claim is denied in whole or in part, the Administrator shall notify the claimant in writing of such denial. The 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)	The
                                         specific reference to pertinent provisions of the 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 such material or information is necessary;



		(d)	Appropriate
                                         information as to the steps to be taken if the claimant wishes to submit the claim for
                                         review 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.




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		(iii)	Request
                                         for Review. Within sixty (60) days after receiving notice from the Administrator
                                         that a claim has been denied (in part or in its entirety), then claimant (or their duly
                                         authorized representative) may file with the Plan Administrator, a written request for
                                         a review of the denial of the claim.



The
claimant (or his duly authorized representative) shall then have the opportunity to submit written comments, documents, records
and other information relating to the claim. The 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.


		(iv)	Decision
                                         on Review. The Administrator shall respond in writing to such claimant within sixty
                                         (60) days after receiving the request for review. If the Administrator determines that
                                         special circumstances require an extension of time for processing the claim, written
                                         notice of the extension shall be furnished to the claimant prior to the termination of
                                         the initial sixty (60) day period. In no event shall such extension exceed a period of
                                         sixty (60) days from the end of the initial period. The notice of extension must set
                                         forth the special circumstances requiring an extension of time and the date by which
                                         the Administrator expects to render its decision.



In
considering the review, the 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.


The
Administrator shall notify the claimant in writing of its decision on review. The 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 the 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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		(v)	Special
                                         Timing and Rules for Disability Claims. In the event a claim above is a claim for
                                         disability benefits, then the applicable time periods for notifying claimants regarding
                                         benefit determinations shall be reduced as required by 29 CFR 2560.503-1. Thus, the Administrator
                                         shall provide notice to the claimant, within a reasonable period of time, but not later
                                         than forty-five (45) days after receipt of the claim. This period may be extended by
                                         up to thirty (30) days, provided that the Administrator both determines that such an
                                         extension is necessary due to matters beyond the control of the plan and notifies the
                                         claimant, prior to the expiration of the initial forty-five (45) day period, of the circumstances
                                         requiring the extension of time and the date by which the plan expects to render a decision.
                                         If, prior to the end of the first thirty (30) day extension period, the Administrator
                                         determines that, due to matters beyond the control of the plan, a decision cannot be
                                         rendered within that extension period, the period for making the determination may be
                                         extended for up to an additional thirty (30) days, provided that the Administrator notifies
                                         the claimant, prior to the expiration of the first thirty (30) day extension period,
                                         of the circumstances requiring the extension and the date as of which the plan expects
                                         to render a decision. In the case of any extension under this paragraph, the notice of
                                         extension shall specifically explain the standards on which entitlement to a benefit
                                         is based, the unresolved issues that prevent a decision on the claim, and the additional
                                         information needed to resolve those issues, and the claimant shall be afforded at least
                                         forty-five (45) days within which to provide the specified information. In addition to
                                         complying with such timing rules, a claim under this paragraph shall comply with all
                                         procedural requirements under ERISA and the Department of Labor, including but not limited
                                         to those rules designed to guarantee an impartial review of all claims, access to documentation
                                         and the basis for any decision, and including requirements that the claim be handled
                                         in a manner sensitive to any language barrier or impediment.



		11.	GENDER.



Whenever
in this Agreement words are used in the masculine, feminine or neuter gender, they shall be read and construed as in the masculine,
feminine or neuter gender, whenever they should so apply.


		12.	INSURANCE
                                         COMPANY NOT A PARTY TO THIS AGREEMENT.



The
Insurer shall not be deemed a party to this Agreement but will respect the rights of the parties as herein developed upon receiving
an executed copy of this Agreement. Payment or other performance in accordance with the Policy(ies) provisions shall fully discharge
the Insurer from any and all liability.


		13.	SEVERABILITY
                                         AND INTERPRETATION.



If
a provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable
according to their terms. Further, in the event that any provision is held to be overbroad as written such provision shall be
deemed amended to narrow its application to the extent necessary to make the provision enforceable according to law and enforced
as amended.



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		14.	APPLICABLE
                                         LAW.



The
laws of the State of California shall govern the validity and interpretation of this Agreement.


		15.	EFFECT
                                         OF THE LIFE INSURANCE POLICY’S CONTESTABILITY CLAUSES.



The
parties herein understand and agree that the payment of the benefits provided herein are subject to the Policy’s(ies’)
suicide and contestability clauses and other such clauses, and if such clauses preclude the Insurer from paying the full death
proceeds, then, in such event, no death benefits of whatever nature shall be payable to Insured’s (or Insured’s Assignees)
beneficiary(ies) under this Split Dollar Agreement.


This
Agreement shall be effective as of the date first set forth above.




	FIVE STAR BANK	 	 
	 	 	 
	/s/
    James Beckwith	 	Date: 	9/28/2020
	Signature & Title	 	 
	 	 	 
	/s/ Krista
    Snelling	 	Date:	9/28/2020
	Insured- Signature	 	 
	 	 	 






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BENEFICIARY
DESIGNATION FORM

FOR THE FIVE STAR BANK

SPLIT DOLLAR AGREEMENT


Executive:
Krista Snelling


		I.	PRIMARY
                                         DESIGNATION



(You
may refer to the beneficiary designation information prior to completion of this form.)


		A.	Person(s)
                                         as a Primary Designation:



(Please
indicate the percentage for each beneficiary.)


	Name	 	 Relationship 	 	                      	/	                     	%
	 	 	 	 	 	 	 	 
	Address:	 	 	 	 	 
	 	(Street)	(City)	                      (State)            	(Zip)	 
	 	 	 	 	 	 
	Name	 	 Relationship 	 	                      	/	                     	%
	 	 	 	 	 	 	 	 
	Address:	 	 	 	 	 
	 	(Street)	(City)	                      (State)            	(Zip)	 
	 	 	 	 	 	 
	Name	 	 Relationship 	 	                      	/	                     	%
	 	 	 	 	 	 	 	 
	Address:	 	 	 	 	 
	 	(Street)	(City)	                      (State)            	(Zip)	 
	 	 	 	 	 	 
	Name	 	 Relationship 	 	                      	/	                     	%
	 	 	 	 	 	 	 	 
	Address:	 	 	 	 	 
	 	(Street)	(City)	                      (State)            	(Zip)	 





		B.	Estate
                                         as a Primary Designation:



My
Primary Beneficiary is The Estate of ____________________________________ as set forth in the last will and testament dated the
______day of ___________, _____ and any codicils thereto.


		C.	Trust
                                         as a Primary Designation:



Name
of the Trust: ____________________________________________________________________


Execution
Date of the Trust:             /            /                 


Name
of the Trustee: ___________________________________________________________________






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Beneficiary(ies)
of the Trust (please indicate the percentage for each beneficiary):




	 




	 





Is
this an Irrevocable Life Insurance Trust?             Yes            
No


(If
yes and this designation is for a Split Dollar agreement, an Assignment of Rights form should be completed.)


		II.	SECONDARY
                                         (CONTINGENT) DESIGNATION



		A.	Person(s)
                                         as a Secondary (Contingent) Designation:



(Please
indicate the percentage for each beneficiary.)




	Name	 	 Relationship 	 	                      	/	                     	%
	 	 	 	 	 	 	 	 
	Address:	 	 	 	 	 
	 	(Street)	(City)	                      (State)            	(Zip)	 
	 	 	 	 	 	 
	Name	 	 Relationship 	 	                      	/	                     	%
	 	 	 	 	 	 	 	 
	Address:	 	 	 	 	 
	 	(Street)	(City)	                      (State)            	(Zip)	 
	 	 	 	 	 	 
	Name	 	 Relationship 	 	                      	/	                     	%
	 	 	 	 	 	 	 	 
	Address:	 	 	 	 	 
	 	(Street)	(City)	                      (State)            	(Zip)	 
	 	 	 	 	 	 
	Name	 	 Relationship 	 	                      	/	                     	%
	 	 	 	 	 	 	 	 
	Address:	 	 	 	 	 
	 	(Street)	(City)	                      (State)            	(Zip)	 







		B.	Estate
                                         as a Secondary (Contingent) Designation:



My
Primary Beneficiary is The Estate of ____________________________________ as set forth in the last will and testament dated the
______day of ___________, _____ and any codicils thereto.



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		C.	Trust
                                         as a Secondary (Contingent) Designation:



Name
of the Trust: _____________________________________________________________________


Execution
Date of the Trust:             /            /                 


Name
of the Trustee: ___________________________________________________________________


Beneficiary(ies)
of the Trust (please indicate the percentage for each beneficiary):




	 
	 





All
sums payable under the Split Dollar Agreement by reason of my death shall be paid to the Primary Beneficiary(ies), if he or she
survives me, and if no Primary Beneficiary(ies) shall survive me, then to the Secondary (Contingent) Beneficiary(ies). This beneficiary
designation is valid until the participant notifies the bank in writing.





	 	 	 
	Insured



	 	Date






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NOTE***
IF YOU RESIDE IN A COMMUNITY PROPERTY STATE (ARIZONA, CALIFORNIA, IDAHO, LOUISIANA, NEVADA, NEW MEXICO, TEXAS, WASHINGTON OR WISCONSIN),
AND YOU ARE DESIGNATING A BENEFICIARY OTHER THAN YOUR SPOUSE, THEN IT IS RECOMMENDED THAT YOUR SPOUSE SIGN THE BENEFICIARY DESIGNATION
FORM BELOW.


	I
        am aware that my spouse, the above-named Insured, has designated someone other than me to be the beneficiary and waive
        any rights I may have to the proceeds of such insurance under applicable community property laws. I understand that this
        consent and waiver supersedes any prior spousal consent or waiver under this plan and shall apply only to this Beneficiary
        Designation Form.

        Spouse
        Signature:______________________________

        Date:_________________


         

        Witness
        (other than insured): ___________________________

 






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