UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
California 0-31525 68-0352144
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(State or other jurisdiction (Commission (IRS Employer
Of incorporation) File Number) Identification No.)
3100 Zinfandel Drive, Suite 450, Rancho Cordova, California 95670
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(Address of principal executive offices) (Zip Code)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Solicitation material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Page 1 of Page 4
The Index to Exhibits is on Page 3
Item 1.01. Entry into a Material Definitive Agreement.
On March 15, 2006, the Board of Directors of the registrant, American River Bankshares, approved the First Amendment to the American River Bankshares 2005 Executive Annual Incentive Plan. The First Amendment sets the performance metrics and the weightings for 2006 for the incentive compensation plan. The foregoing description is qualified by reference to the Amendment attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
(99.1) First Amendment to the American River Bankshares 2005
Executive Annual Incentive Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMERICAN RIVER BANKSHARES
/s/ MITCHELL A. DERENZO
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March 16, 2006 Mitchell A. Derenzo, Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE
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99.1 First Amendment to the American River Bankshares 4
2005 Executive Annual Incentive Plan.
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EXHIBIT 99.1
First Amendment to the American River Bankshares 2005 Executive Annual Incentive Plan
On March 15, 2006, the registrants Board of Directors approved the First Amendment to the American River Bankshares 2005 Executive Annual Incentive Plan (the "Plan"). The First Amendment modifies Attachment A of the Plan by setting the performance metrics and the weightings for 2006, and Attachment B of the Plan, Funding Thresholds, by adjusting the performance targets based upon the registrants 2006 budget. This amendment should be read in conjunction with the Plan, incorporated by reference from Exhibit 99.1 to the Registrant's Report on Form 8-K, filed with the Commission on October 27, 2005. The targets for the 2006 performance metrics have been reset to the budget for 2006. In addition the targets for Return on Average Assets, Return on Tangible Equity and Earnings Per Share are calculated on a pre-incentive, after tax basis.
The following weightings were assigned to the Chief Executive Officer, the Chief Financial Officer, the Chief Credit Officer and the Chief Information Officer based on results of the Company:
Return on Average Assets 22% Return on Average Tangible Equity 22% Diluted Earnings Per Share 22% Core Deposit Growth 10% Net Loan Growth 10% Classified Loans to Equity 5% Leadership 9% |
The Regional Bank Presidents of the Company have the following metrics and weightings:
Return on Average Assets of the Company 10% Return on Average Tangible Equity of the Company 10% Return on Average Assets of the Regional Bank 40% Core Deposit Growth of the Regional Bank 10% Total Loan Growth of the Regional Bank 15% Classified Loans to Average Loans of the Regional Bank 5% Leadership 10% |