EX-10.68






 FIRST AMENDMENT

TO THE

PLUMAS BANK

DIRECTOR RETIREMENT AGREEMENT

DATED MAY 1, 2003

FOR

THOMAS WATSON




THIS FIRST AMENDMENT is adopted this 19th day of September, 2007, effective as of January 1,
2005, by and between Plumas Bank, located in Quincy, California (the “Company”) and Thomas Watson
(the “Director”).



The Company and the Director executed the Director Retirement Agreement effective as of May 1,
2003 (the “Agreement”).



The undersigned hereby amends the Agreement for the purpose of bringing the Agreement into
compliance with Section 409A of the Internal Revenue Code. Therefore, the following changes shall
be made:



The following Section 1.7a shall be added to the Agreement immediately following Section 1.7:




	 	 	1.7a “Specified Employee” means a key employee (as defined in Section 416(i) of the Code without
regard to paragraph 5 thereof) of the Company if any stock of the Company is publicly traded
on an established securities market or otherwise.





Section 1.9 of the Agreement shall be deleted in its entirety and replaced by the following:




	1.9	 	“Termination of Service” means the termination of the Director’s service with the Company for
reasons other than death. Whether a Termination of Service takes place is determined based on
the facts and circumstances surrounding the termination of the Director’s service and whether
the Company and the Director intended for the Director to provide significant services for the
Company following such termination.





The following Section 1.9a shall be added to the Agreement immediately following Section 1.9:




	 	 	1.9a “Unforeseeable Emergency” means a severe financial hardship to the Director resulting from an
illness or accident of the Director, the Director’s spouse, or the Director’s dependent (as
defined in Section 152(a) of the Code), loss of the Director’s property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Director.





Section 2.1.3 of the Agreement shall be deleted in its entirety.



Section 2.2.2 of the Agreement shall be deleted in its entirety and replaced by the following:




	2.2.2	 	Payment of Benefit. The Company shall pay the annual benefit to the Director in twelve (12)
equal monthly installments payable on the first day of each month commencing with the month
following Termination of Service. The Company shall pay the annual benefit to the Director
for twelve (12) years.





Section 2.2.3 of the Agreement shall be deleted in its entirety.



Section 2.3.2 of the Agreement shall be deleted in its entirety and replaced by the following:




	2.3.2	 	Payment of Benefit. The Company shall pay the annual benefit to the Director in twelve (12)
equal monthly installments payable on the first day of each month commencing with the month
following Termination of Service. The Company shall pay the annual benefit to the Director
for twelve (12) years.





Section 2.3.3 of the Agreement shall be deleted in its entirety and replaced by the following:




	2.3.3	 	Excess Parachute Payments. Notwithstanding any provision of this Agreement to the
contrary, and to the extent allowed by Code Section 409A, if any distribution(s) made under
this Section 2.3 would be treated as an “excess parachute payment” under Code Section 280G,
the Company shall reduce such distribution(s) to the extent necessary to avoid treating the
distribution(s) as an excess parachute payment.





The following Section 2.4 shall be added to the Agreement immediately following Section 2.3.3:




	2.4	 	Hardship Distribution. The Company may make a hardship distribution under the circumstances
described in Section 2.4.1 below. Any such distribution shall require the adjustment
described in Section 2.4.2 to any amounts to be paid under Sections 2.1, 2.2 or 2.3 or Article
3.






	 	2.4.1	 	Application for and Amount of Hardship Distribution. If an Unforeseeable
Emergency occurs, the Director may petition the Board to receive a distribution from
the Agreement (a “Hardship Distribution”). The Board in its sole discretion may grant
such petition. If granted, the Director shall receive, within sixty (60) days, a
Hardship Distribution from the Agreement (i) only to the extent deemed necessary by the
Board to remedy the Unforeseeable Emergency, plus an amount necessary to pay taxes
reasonably anticipated as a result of the distribution; and (ii) after taking into
account the extent to which such Unforeseeable Emergency is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
Director’s assets (to the extent the liquidation would not itself cause severe
financial hardship). In any event, the maximum amount which may be paid out pursuant
to this Section 2.4 is the amount the Company has accrued with respect to the Company’s
obligations hereunder as of the day that the Director petitioned the Board to receive a
Hardship Distribution under this Section.






	 	2.4.2	 	Benefit Adjustment. At the time of any Hardship Distribution, the amount the
Company has accrued with respect to the Company’s obligations hereunder shall be
reduced by the amount of the Hardship Distribution and the benefits to be paid under
Sections 2.1, 2.2 or 2.3 or Article 3 hereof shall reflect such reduced amount.





The following Sections 2.5, 2.6 and 2.7 shall be added to the Agreement immediately following
Section 2.4.2:




	2.5	 	Restriction on Timing of Distributions.  Notwithstanding any provision of this Agreement to
the contrary, if the Director is considered a Specified Employee at Termination of Service
under such procedures as established by the Company in accordance with Section 409A of the
Code, benefit distributions that are made upon Termination of Service may not commence earlier
than six (6) months after the date of such Termination of Service. Therefore, in the event
this Section 2.5 is applicable to the Director, any distribution which would otherwise be paid
to the Director within the first six months following the Termination of Service shall be
accumulated and paid to the Director in a lump sum on the first day of the seventh month
following the Termination of Service. All subsequent distributions shall be paid in the
manner specified.






	2.6	 	Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the inclusion of
any amount into the Director’s income as a result of the failure of this non-qualified
deferred compensation plan to comply with the requirements of Section 409A of the Code, to the
extent such tax liability can be covered by the amount the Company has accrued with respect to
the Company’s obligations hereunder, a distribution shall be made as soon as is
administratively practicable following the discovery of the plan failure.






	2.7	 	Change in Form or Timing of Distributions. All changes in the form or timing of
distributions hereunder must comply with the following requirements. The changes:






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






	 	(b)	 	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






	 	(c)	 	must take effect not less than twelve (12) months after the
election is made.





Section 3.1.3 of the Agreement shall be deleted in its entirety.



Section 3.2 of the Agreement shall be deleted in its entirety and replaced by the following:




	3.2	 	Death During Benefit Period. If the Director dies after the benefit payments have commenced
under this Agreement but before receiving all such payments, the Company shall pay the
remaining benefits to the Director’s beneficiary at the same time and in the same manner they
would have been paid to the Director had the Director lived.





Article 7 of the Agreement shall be deleted in its entirety and replaced by the following:



Article 7

Amendments and Termination





	7.1	 	Amendments. This Agreement may be amended only by a written agreement signed by the Company
and the Director. However, the Company may unilaterally amend this Agreement to conform with
written directives to the Company from its auditors or banking regulators or to comply with
legislative changes or tax law, including without limitation Section 409A of the Code and any
and all Treasury regulations and guidance promulgated thereunder.






	7.2	 	Plan Termination Generally. The Company and the Director may terminate this Agreement at any
time. The benefit hereunder shall be the amount the Company has accrued with respect to the
Company’s obligations hereunder. Except as provided in Section 7.3, the termination of this
Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such
termination benefit distributions will be made at the earliest distribution event permitted
under Article 2 or Article 3.






	7.3	 	Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section
7.2, if this Agreement terminates in the following circumstances:






	 	(a)	 	Within thirty (30) days before or twelve (12) months after a change in the
ownership or effective control of the Company, or in the ownership of a substantial
portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code,
provided that all distributions are made no later than twelve (12) months following
such termination of the Agreement and further provided that all the Company’s
arrangements which are substantially similar to the Agreement are terminated so the
Director 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 the termination of the arrangements;






	 	(b)	 	Upon the Company’s dissolution or with the approval of a bankruptcy court
provided that the amounts deferred under the Agreement are included in the Director’s
gross income in the latest of (i) the calendar year in which the 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 Company’s termination of this and all other non-account balance plans
(as referenced in Section 409A of the Code or the regulations thereunder), provided
that all distributions are made no earlier than twelve (12) months and no later than
twenty-four (24) months following such termination, and the Company does not adopt any
new non-account balance plans for a minimum of five (5) years following the date of
such termination;






the Company may distribute the amount the Company has accrued with respect to the Company’s
obligations hereunder, determined as of the date of the termination of the Agreement, to the
Director in a lump sum subject to the above terms.



The following Section 8.11 shall be added to the Agreement immediately following Section 8.10:




	8.11	 	Compliance with Section 409A. This Agreement shall at all times be administered and the
provisions of this Agreement shall be interpreted consistent with the requirements of Section
409A of the Code and any and all regulations thereunder, including such regulations as may be
promulgated after the Effective Date of this Agreement.





IN WITNESS OF THE ABOVE, the Company and the Director hereby consent to this First Amendment.



	 	 	 
	Director:

	 	Plumas Bank
	/s/ Thomas Watson

	 	By: /s/ Daniel E. West
	 

	 	 
	Thomas Watson

	 	Title: Chairman