Exhibit 10.37

Separation and Release Agreement

               This Separation and Release Agreement (“ Agreement ”) is entered into by and between American River Bankshares, a California corporation, (the “ Company ”) and American River Bank, a California banking corporation (the “ Bank ”) each on behalf of itself, its subsidiaries and other corporate affiliates and each of their respective present and former employees, officers, directors, owners, shareholders, and agents, individually and in their official capacities (collectively referred to herein as the “ Employer ”), and David T. Taber (the “ Employee ”), a resident of the State of California (the Employer and the Employee are collectively referred to as the “ Parties ”) as of October 27, 2017 (the “ Execution Date ”). Unless earlier revoked this Agreement shall become effective on the eighth (8 ^th ) day following the Execution Date (the “Effective Date” ).

RECITALS

               A.           The Company and Employee are parties to an Employment Agreement dated as of May 6, 2006 (the “ Employment Agreement ”), which, as extended and renewed, remains in force and effect;

               B.           Pursuant to the Employment Agreement, Employee has served as President and Chief Executive Officer and as a member of the Board of Directors of the Company and the Bank, respectively;

               C.           The Parties have determined that it is in their respective best interests for Employee to separate from and relinquish his duties to the Employer in an amicable and orderly manner to permit a successor, to be selected by the Employer, to assume Employee’s duties at the Company and the Bank;

               D.           The Parties intend for Employee’s separation from the Employer to be treated for all purposes under the Employment Agreement and related compensation and benefit plans and agreements and law as an involuntary termination by Employer without cause unrelated and prior to a Change in Control (as defined in the Employment Agreement); and

               E.            The Parties intend to provide to the fullest extent permitted under applicable law for a complete resolution of any and all claims, whether known or unknown, Employee may have against the Employer arising from or related to his employment by the Employer, including without limitation under the Employment Agreement, benefit and compensation plans and agreements in which the Employee participates or is a party.

               NOW THEREFORE, based upon the foregoing premises the Parties agree as follows:

               1.             Separation Date . The Employee’s last day of employment with the Employer is October 31, 2017 (the “ Separation Date ”). After the Separation Date, the Employee will not represent himself as being an employee, officer, agent, member of the Board, or representative of the Employer, including the Company or the Bank, for any purpose. Except as otherwise set forth in this Agreement, the Separation Date is the employment termination date for the Employee for all purposes, meaning the Employee is not entitled to any further compensation, monies, or other benefit from the Employer, including coverage under any benefits plans or programs sponsored by the Employer, as of the Separation Date, except as provided in such benefit plans or programs or in this Agreement.

                2.            Termination of Employment . Effective as of the Separation Date Employee’s employment with the Employer shall terminate and all other positions the Employee then holds with respect to each of the Company and the Bank, and each of its subsidiaries, joint ventures, trusts for sponsored benefit plans, or affiliates (the Employer and its subsidiaries and affiliated entities are referred to herein as the “Affiliated Entities” ), including as an officer, trustee, member of the Board of Directors, or of any Affiliated Entity shall terminate.

               3.             Return of Property . By the Separation Date, the Employee will return all Employer property provided to the Employee and in his possession or control, including without limitation identification cards or badges, access codes or devices, keys, laptops, computers, telephones, hand-held electronic devices, credit cards, electronically stored documents or files, physical files, handbooks, manuals, and any other Employer property in the Employee’s possession.

               4.             Separation Payments and Benefits . On the Separation Date the Employee shall be entitled to receive and the Employer agrees to pay to the Employee as follows:

                              (a)          all unpaid base salary and unused vacation and PTO days through the Separation Date;

                              (b)          reimbursement for any reasonable and necessary business expenses incurred by the Employee and unreimbursed on or prior to the Separation Date pursuant to the Employer’s reimbursement policies, within 30 days following the Employee’s presentation of an invoice to the Employer;

                              (c)          Employer matching contributions to Employer’s 401(k) Plan relating to elective contributions from compensation earned through the Separation Date;

                              (d)          reimbursement or payment of premiums, costs, etc. for benefits provided to the Employee, including without limitation, automobile lease and operating expenses, and health, disability and life insurance through the Separation Date;

                              (e)          Payments provided to the Employee under the Employer’s Deferred Compensation Plan and Salary Continuation Plan, in the amounts and at the times set forth in such Plans and the elections made thereunder and otherwise in accordance with the terms and conditions of such Plans; and

                               (f)           Indemnification of the Employee after the Separation Date under the Employer’s or any Affiliated Entities’ directors’ and officers’ insurance policies, articles of incorporation, bylaws, and indemnification agreements to which Employee is a party, including Employee’s Employment Agreement as if it were still in force and effect, on the terms, conditions and amounts provided in such documents, for events that occurred while the Employee was an officer, trustee, or director of any of the Affiliated Entities.

               5.             Additional Consideration . In consideration for Employee’s agreements hereunder, including without limitation those set forth in Sections 6, 7, 8, 9, 10, 11, and 12, the Employer agrees to the following:

                              (a)          Employer will pay you an amount equal to 12 months of your annual salary at the rate in effect for the fiscal year ending December 31, 2017 to be paid on the Employer’s regular pay cycle and through the Company’s payroll over a 12 month period commencing on the Separation Date, net of applicable withholding;

                              (b)          Employer will pay you an amount equal to a pro-rated portion of your prior year’s annual cash bonus based on the number of days commencing on January 1, 2017 and ending on and including the Separation Date, which the parties agree is $114,252.32, payable in a lump-sum within thirty (30) days following the Separation Date;

                              (c)          All outstanding and then unvested stock options, restricted stock and other equity awards granted to you under any of the Company’s equity incentive plans (each, an “ Equity Award ”) which are at such time subject to vesting solely based on your continued employment with the Company (each, a “ Time-Vesting Equity Award ”) shall be deemed to have vested as if your employment has continued for one (1) year following the Separation Date. . All other outstanding and unvested Equity Awards (each, a “ Performance-Vesting Equity Award ”) shall be treated in accordance with the terms of the plan document and applicable award agreement governing such Performance-Vesting Equity Award. Employer and Employee agree that the Vested Equity Awards of Employee under this paragraph are set forth in Exhibit A attached hereto and incorporated by this reference and equal 14,574 vested stock options and 11,873 vested restricted stock awards;

                              (d)          If you timely elect to continue your Company-provided health insurance coverage pursuant to the federal COBRA law, the Company will pay directly such COBRA premiums, at the same level as you maintain as of the Separation Date, through the end of the COBRA period (18 months), or until such time as you qualify for health insurance benefits through a new employer, whichever occurs first (the “ COBRA Period ”). The payment shall be for 100% of your COBRA premiums, as well as for your eligible dependents’ COBRA premiums, and the coverage to be provided on this basis shall be health, vision, and dental coverage. Notwithstanding the foregoing, if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover you under its group health plans without incurring penalties (including without limitation, pursuant to the Patient Protection and Affordable Care Act or Section 2716 of the Public Health Service Act or any other health care law), then, in either case, an amount equal to each remaining COBRA premium under such plans shall thereafter be paid to you in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof) (the benefits under this Section 5(d), (the “ COBRA Benefit ”);

                              (e)          If you elect to do so within thirty (30) days from the Separation Date, the Employer agrees to sell to you for cash the Employer-owned automobile used by you exclusively for business and personal use at the greater of the Employer’s depreciated cost basis in effect as of the Separation Date or the wholesale value listed in the Kelly Bluebook used car guide. The purchase price may be offset against other payments due and payable to you under this Section 5;

                              (f)          Employer shall reimburse you for up to $5,000 for the attorneys’ fees you incurred for having your attorneys, Murphy Austin Adams Schoenfeld, review and negotiate this agreement upon presentment of their invoice;

                              (g)          Subject to clearance of security procedures and policies, Employer will transfer ownership of the mobile phone and phone number used by you during the course of your employment with Employer;

                6.            Employee Release of Claims .

                              (a)           Employee Release and Waiver of Claims . In exchange for the consideration provided in this Agreement, including Employer’s release under Section 5, the Employee for himself and on behalf of his spouse, heirs, executors, representatives, agents, insurers, administrators, successors, and assigns (collectively, the “ Releasors ”) except as provided below agrees not to sue and irrevocably, unconditionally and fully and forever waives, releases, and discharges the Employer, including each Affiliated Entity and all of their respective past and present officers, directors, employees, agents, representatives in their corporate and individual capacities (collectively, the “ Releasees ”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “ Claims ”), whether known or unknown, from the beginning of time to the date of the Employee’s execution of this Agreement, including, without limitation, any claims under any federal, state, local, or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Employee’s employment, benefits, or separation from employment with the Employer and any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter, including, but not limited to:

               (i)          any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, with respect to existing but not prospective claims, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, all of their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released;

               (ii)          any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation, and severance that may be legally waived and released;

               (iii)          any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, and negligent or intentional infliction of emotional distress; and

               (iv)          any and all claims for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs, and disbursements.

               No provision of this Agreement limits the Employee’s ability to communicate with any Authorized Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Authorized Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit Employee’s right to receive an award paid by any Authorized Government Agency that is expressly authorized by applicable law to pay for information related to a possible violation of applicable law provided by Employee to such Authorized Government Agency. For purposes of this Agreement an “Authorized Government Agency” is any governmental agency, commission, entity, or any official having the express legal authority to investigate the business, operations or practices of the Employer regarding compliance with, and to initiate proceedings for violations of Applicable Law, including by way of example and without limitation the California Department of Business Oversight, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, and any equivalent local, state or federal law enforcement agency.

                              (b)           Specific Release of ADEA Claims . In further consideration of the payments and benefits provided to the Employee in this Agreement, the Releasors hereby irrevocably and unconditionally fully and forever waive, release, and discharge the Releasees from any and all Claims, whether known or unknown, from the beginning of time to the date of the Employee’s execution of this Agreement arising under the Age Discrimination in Employment Act (ADEA), as amended, and its implementing regulations. By signing this Agreement, the Employee hereby acknowledges and confirms that:

               (i)           the Employee has read this Agreement in its entirety and understands all of its terms;

               (ii)          by this Agreement, the Employee has been advised in writing of the right to consult with an attorney of the Employee’s choosing and has consulted with such counsel before executing this Agreement;

               (iii)         the Employee knowingly, freely, and voluntarily assents to all of the terms and conditions set out in this Agreement including, without limitation, the waiver, release, and covenants contained in it;

               (iv)         the Employee is executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which the Employee is otherwise entitled;

               (v)          the Employee was given at least twenty-one (21) days to consider the terms of this Agreement and consult with an attorney of the Employee’s choice, although the Employee may sign it sooner if desired, provided that any changes to this Agreement, whether material or immaterial, do not restart the running of the 21-day period;

               (vi)         the Employee understands that the Employee has seven (7) days from signing this Agreement to revoke the release in this paragraph by delivering notice of revocation to the Chairman of the Board at the Employer by letter or email before the end of this seven-day period; and

               (vii)        the Employee understands that the release contained in this paragraph does not apply to rights and claims that may arise after the Employee signs this Agreement.

                This Agreement shall not become effective until the eighth (8th) day after the Employee and the Employer execute this Agreement. This date shall be the Effective Date of this Agreement. No payments due to the Employee under this Agreement shall be made or begin before the Effective Date.

                              (c)           Excluded Claims . Notwithstanding any provision of this Release to the contrary, by executing this Release, the Employee is not waiving and releasing any claims the Employee may have for:

               (i)           unemployment, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable state law;

               (ii)          continuation of existing participation in Employer-sponsored group health benefit plans under the United States law known as “COBRA” and/or under any applicable state counterpart law;

               (iii)         any benefit entitlements that are vested as of the Separation Date under the terms of an Employer-sponsored benefit plan, policy or other arrangement, or this Agreement, whether or not governed by the United States federal law known as “ERISA”;

               (iv)         any claims, causes of action, suits lawsuits, debts, or demands whatsoever, arising out of or relating to the Employee’s right to enforce the terms of this Agreement;

               (v)          any rights or claims for indemnification as a matter of law or under any written agreements with any of the Releasees, the charter, bylaws or operating agreements of the Employer of any Affiliated Entity, or any rights as an insured, or to coverage, under any directors’ and officers’ liability insurance policy;

               (vi)         any wrongful act or omission occurring after the date the Employee signs this Agreement; and

               (vii)        any breach of this Agreement.

                              (d)           No Pending Complaint or Charges . Each Party represents to the other Party that he or it has not filed any complaints or charges against the other Party or any of the other Releasees with any federal, state, local court, agency or arbitration forum.

               7.             General Release of Claims .

                              (a)          Except for those possible claims specifically excluded in Sections 6 hereof, this Agreement reflects a full and final settlement and general release of all claims and obligations, known and unknown, Employee has or may have individually or collectively against Employer and the Affiliated Entities arising from or related to Employee’s employment by the Employer including Employee’s service as an officer, director and employee of the Company, the Bank and their respective Affiliated Entities up to and including the Separation Date, and constitutes a waiver of each and all of the provisions of California Civil Code Section 1542, which provides as follows:

“ A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

(b)           The Employee expressly waives any rights he may have under Civil Code Section 1542, as well as under any other statutes or common law principles of similar effect except for those possible claims specifically excluded in Section 6 hereof. The Employee acknowledges that the effect and import of the provisions of Civil Code Section 1542 have been explained to him by his own counsel. The Employee acknowledges and agrees that this waiver of rights under Section 1542 of the Civil Code has been separately bargained for and is an essential and material term of this Agreement and, without such waiver, this Agreement would not have been entered into.

               8.             Post-Termination Obligations and Restrictive Covenants .

                              (a)           Confidential Information . The Employee understands and acknowledges that during the course of employment with the Employer, the Employee has had access to and learned about confidential, secret, and proprietary documents, materials, and other similar information, in tangible and intangible form, of and relating to the Employer and its businesses and existing and prospective depositors, borrowers and employees including information regarding policies, procedures, business processes, practices, methods, plans, documents, research, operations, strategies, contracts, material transactions, know-how, trade secrets, manuals, financial information, marketing information, advertising information, pricing information of the Employer or its businesses. Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. ( information described in the two preceding sentences shall be referred to herein as “ Confidential Information ”). The Employee further understands and acknowledges that this Confidential Information and the Employer’s ability to reserve it for the exclusive knowledge and use of the Employer is of great competitive importance and commercial value to the Employer, and that improper use or disclosure of the Confidential Information by the Employee might cause the Employer to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages, and criminal penalties.

               The Employee further understands and agrees that Confidential Information developed by the Employee in the course of his employment by the Employer is subject to the terms and conditions of this Agreement as if the Employer furnished the same Confidential Information to the Employee in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Employee, provided that such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee’s behalf.

                              (b)           Disclosure and Use Restrictions .

               (i)           Employee Covenants . The Employee agrees and covenants:

               (A)          to treat all Confidential Information as strictly confidential;

               (B)          not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Employer) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer and, in any event, not to anyone outside of the direct employ of the Employer except as required in the performance of any of the Employee’s remaining authorized employment duties to the Employer and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared or with the prior consent of an authorized officer acting on behalf of the Employer in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and

               (C)          not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Employer, except as required in the performance of any of the Employee’s remaining authorized employment duties to the Employer or with the prior consent of an authorized officer acting on behalf of the Employer in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent).

               The Employee understands and acknowledges that the Employee’s obligations under this Agreement regarding any particular Confidential Information begin immediately and shall continue until the sooner of the date that the Confidential Information has become public knowledge other than as a result of the Employee’s breach of this Agreement or a breach by those acting in concert with the Employee or on the Employee’s behalf or the third annual anniversary of the Separation Date.

               (ii)           Permitted Disclosures . Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Employee shall promptly provide written notice of any such order to an authorized officer of the Employer. The provisions of the last sentence of the last paragraph of Section 4(a) hereof shall also constitute a permitted disclosure.

                9.             Non-Solicitation of Employees . The Employee understands and acknowledges that the Employer has expended and continues to expend significant time and expense in recruiting and training its employees and that the loss of employees would cause significant and irreparable harm to the Employer. The Employee agrees and covenants that for a period of twelve (12) months from the Separation Date not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Employer, including by, among other means, identifying to third parties potential recruits employed at the Employer.

                10.           Cooperation . The Parties anticipate that after the Separation Date no further services will be performed for Employer by Employee but agree that certain matters in which the Employee has been involved during the Employee’s employment may need the Employee’s cooperation with the Employer in the future. Accordingly, for a period of twelve (12) months after the Separation Date, to the extent reasonably requested by the Employer, the Employee shall cooperate with the Employer in connection with matters arising out of the Employee’s service to the Employer; provided that the Employer shall make reasonable efforts to minimize disruption of the Employee’s other activities. The Employer shall reimburse the Employee for reasonable expenses incurred in connection with this cooperation and the Employer shall compensate the Employee at an hourly rate of $275 per hour. In no event will the level of bona fide services performed under this section be more than 20% of the average level of services performed by Employee for Employer in the prior 36-month period.

                11.           Non-Solicitation of Customers . Employee acknowledges that during his service to the Employer he obtained Confidential Information about Employer’s customers, including without limitation their financial needs, cash management practices and future business plans. In order to protect such Confidential Information from improper use, Employee agrees for a period of twelve (12) months from the Separation Date to refrain from directly or indirectly soliciting, contacting or meeting with customers of Employer, including by among other means identifying to third parties Employer’s customers, in an attempt to cause such customers to cease doing business with or curtailing the volume of business being done with the Employer.

               12.           Non-Disparagement .

                              (a)          The Employee agrees for himself and on behalf his immediate family members, attorneys, representatives and agents that he shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Employer or any of its Affiliated Parties or its businesses, or any of his or its employees or officers, now or in the future including any disparaging or defamatory comments about their integrity, honesty or morality, or about the quality or value of their products, services, methods of doing business, or employment practices, or any other business or personal matter. This Section does not in any way restrict or impede the Employee from exercising protected rights, including rights under the National Labor Relations Act (NLRA) or the federal securities laws, including the Dodd-Frank Act, to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

                              (b)          The Employer agrees that it will instruct its directors and executive level employees to refrain from making any disparaging or defamatory comments to any third party , including any prospective employer seeking references, concerning the Employee’s integrity, honesty or morality, the quality or value of his job performance for the Employer or about any other business or personal matter concerning the Employee.

               13.           Standstill . During the Standstill Period (as hereinafter defined):

                              (a)          Executive will not, and will cause his Affiliates (as hereinafter defined) not to, directly or indirectly, acquire Beneficial Ownership (as hereinafter defined) of any shares of common stock or common stock equivalents or the Company, in each case, now or hereafter outstanding (collectively, “ Securities ”) without the consent of the Company, if the effect of such acquisition would be to increase the aggregate Beneficial Ownership of Securities of Executive to greater than 4.99% of the total number of shares of Company common stock then outstanding (the “ Percentage Limitation ”); provided, that the foregoing limitation shall not apply to Executive’s acquisition of common stock pursuant to the exercise of the stock options granted to him or the vesting of any stock options, SARs, or equity he currently holds. In addition, Executive will not, and will cause his Affiliates not to, make any public announcement with respect to, or submit any proposal for or with respect to (i) the acquisition of Beneficial Ownership of any Securities if the effect of such acquisition would be to cause the Beneficial Ownership of Executive and his Affiliates to exceed the Percentage Limitation. For purposes of this Section, the term “Affiliates” shall have the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and “Beneficial Ownership” shall be determined in accordance with Rule 13d-3 under the Exchange Act.

                              (b)          Without the express prior written approval of the Board, Executive will not, and will cause his Affiliates not to, directly or indirectly, solicit proxies or initiate, propose or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act), in opposition to any matter that has been recommended by a majority of the members of the Board or in favor of any matter that has not been approved by the Board or seek to advise, encourage or influence any “person” (as such term is used in Section 13(d) and 14(d) of the Exchange Act, “ Person ”) with respect to the voting of Securities in such manner, or initiate, or induce or attempt to induce any Person to initiate, any shareholder proposal relating to the Company.

                              (c)          Without the express prior written approval of the Board, Executive will not, and will cause his Affiliates not to, join a consortium, partnership, limited partnership, syndicate or other “group” (within the meaning of Section 13(d)(3) of the Exchange Act), or otherwise act in concert with any Person, for the purpose of acquiring, holding, voting or disposing of Securities, or for any other purpose which would require disclosure under Item 4 of Schedule 13D adopted by the Securities and Exchange Commission under the Exchange Act.

                              (d)          The “Standstill Period” shall commence on the Separation Date and shall terminate on the second annual anniversary of such date.

               14.           Disputes .

                              (a)           Employment Matters . This Section 13 applies to any controversy or claim between you and the Company arising out of or relating to or concerning this Agreement or any aspect of your employment with the Employer or the termination of that employment (together, an “ Employment Matter ”). This includes, but is not limited to, any and all employment-related claims or controversies, such as breach of employment agreement, breach of the covenant of good faith and fair dealing, negligent supervision or hiring, wrongful discharge in violation of public policy, unpaid wages under the state and federal wage payment laws, breach of privacy claims, intentional or negligent infliction of emotional distress claims, fraud, misrepresentations, defamation, and any claims that could be asserted under all state and federal anti-discrimination laws, including, but not limited to, the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the California Labor Code, and the Family and Medical Leave Act. You specifically agree to arbitrate all claims for discrimination and marital status, sexual orientation, disability, political activity, or any other statutorily-protected basis under the procedure set forth in the this Section 10 and not through a court of law. This Agreement is further intended to apply to any claim you may have against any of the Employer’s officers, directors, employees, agents, representatives or any of its affiliated or related entities, and to any and all past and future employment relationships you may have with the Employer regardless of job position or title.

                              (b)           Mandatory Arbitration . Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of your employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in the County of Sacramento, California, before a sole arbitrator selected from Judicial Arbitration and Mediation Services, Inc., Sacramento, California, or its successor (“ JAMS ”), or if JAMS is no longer able to supply the arbitrator, such arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure § 1280 et seq. as the exclusive forum for the resolution of such dispute; provided , however , that in the event that provisional injunctive relief is not available, or is not available in a timely manner, through such arbitration, then provisional injunctive relief may, but need not, be sought by either party to this Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator. Either you or the Employer may initiate the arbitration process by delivering a written request for arbitration to the other party within the time limits that would apply to the filing of civil complaint in state or federal district court, as applicable to the claim at issue. A late request will be void. Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties hereto acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or your employment. The parties hereto agree that the Employer shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator’s fee. You and the Employer further agree that in any proceeding to enforce the terms of this Agreement, the prevailing party shall be entitled to its or his reasonable attorneys’ fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute in addition to any other relief granted. Notwithstanding this provision, the parties hereto may mutually agree to mediate any dispute prior to or following submission to arbitration.

                              (c)           Enforcement of Arbitration Awards . You or the Employer may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the County of Sacramento, California to enforce any arbitration award under Section 13(b).

                              (d)           Jurisdiction and Choice of Forum . You and the Employer irrevocably submit to the exclusive jurisdiction of any state or federal court located in the County of Sacramento, California over any Employment Matter that is not otherwise arbitrated or resolved according to Section 13(b). This includes any action or proceeding to compel arbitration or to enforce an arbitration award. Both you and the Employer (i) acknowledge that the forum stated in this Section 13(d) has a reasonable relation to this Agreement and to the relationship between you and the Employer and that the submission to the forum will apply even if the forum chooses to apply non-forum law, (ii) waive, to the extent permitted by law, any objection to personal jurisdiction or to the laying of venue of any action or proceeding covered by this Section 13(d) in the forum stated in this Section, including any objection on the grounds of forum non conveniens or the like, (iii) agree not to commence any such action or proceeding in any forum other than the forum stated in this Section 13(d), and (iv) agree that, to the extent permitted by law, a final and non-appealable judgment in any such action or proceeding in any such court will be conclusive and binding on you and the Company.

                              (e)           Waiver of Jury Trial . To the extent permitted by law, you and the Employer waive any and all rights to a jury trial with respect to any Employment Matter. Notwithstanding the provisions of this Agreement, you shall have the right to file a claim for workers’ compensation and unemployment insurance benefits with the appropriate state agencies, unfair labor practice charges with the National Labor Relations Board, or an administrative charge with the Equal Employment Opportunity Commission, California Department of Fair Employment and Housing, or any similar state agency.

                               (f)           Governing Law . This Agreement, and all questions relating to its validity, interpretation, performance and enforcement, as well as the legal relations hereby created between the parties hereto, shall be governed by and construed under, and interpreted and enforced in accordance with, the laws of the State of California, notwithstanding any California or other conflict of law provision to the contrary.

               15.           Successors and Assigns .

                              (a)           Assignment by the Employer . The Employer may freely assign this Agreement at any time. This Agreement shall inure to the benefit of the Employer and the Affiliated Entities and its successors and assigns.

                              (b)           No Assignment by the Employee . The Employee may not assign this Agreement in whole or in part. Any purported assignment by the Employee shall be null and void from the initial date of purported assignment.

               16.           Entire Agreement . Unless specifically provided herein, this Agreement contains all of the understandings and representations between Employer and Employee relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, discussions, agreements, representations, understandings, statements, course of conduct, and policies, both written and oral.

                17.           Construction . References (A) to Sections are to sections of this Agreement unless otherwise stated; (B) to any contract (including this Agreement) are to the contract as amended, modified, supplemented or replaced from time to time; (C) to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section; (D) to any governmental authority include any successor to the governmental authority; (E) to any plan include any programs, practices and policies; (F) to any entity include any corporation, limited liability company, partnership, association, business trust and similar organization and include any governmental authority; and (G) to any affiliate of any entity are to any person or other entity directly or indirectly controlling, controlled by or under common control with the first entity.

(i)          The various headings in this Agreement are for convenience of reference only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Agreement.

(ii)          Unless the context requires otherwise, (A) words describing the singular number include the plural and vice versa, (B) words denoting any gender include all genders and (C) the words “include”, “includes” and “including” will be deemed to be followed by the words “without limitation.”

(iii)         It is your and the Employer’s intention that this Agreement not be construed more strictly with regard to you or the Employer.

                18.           Withholding . You and the Employer will treat all payments to you under this Agreement as compensation for your employment. Accordingly, the Employer may withhold from any payment any taxes that are required to be withheld under any law, rule or regulation.

                19.           Modification and Waiver . No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Employee and by an authorized employee of the Employer. No waiver by any Party of any breach by any other party of any condition or provision of this Agreement to be performed by any other party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by any Party in exercising any right, power, or privilege under this Agreement operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

                20.           Severability . Should any provision of this Agreement be held by a court or arbitral authority of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held to be unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

                21.           Captions . Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

               22.           Nonadmission . Nothing in this Agreement shall be construed as an admission by any Party of any wrongdoing, liability, or noncompliance with any federal, state, city, or local rule, ordinance, statute, common law, or other legal obligation. Each Party specifically disclaims and denies any wrongdoing or liability to any other Party.

                23.           Notices . All notices under this Agreement must be given in writing by personal delivery, regular mail or receipted email at the addresses indicated in this Agreement or any other address designated in writing by either party. Until changed in writing all written notices should be sent to the address below.

                              Notice to the Employer:

                              American River Bankshares
                              3100 Zinfandel Drive
                              Suite 450
                              Rancho Cordova, California 95670
                              Attention: Chairman

                              with a copy to:

                              Manatt Phelps & Phillips LLP
                              11355 W. Olympic Blvd
                              Los Angeles, California 90064
                              Attention: Gordon M. Bava

                              Notice to the Employee:

                              Mr. David T. Taber
                              P.O. Box 1009
                              Shingle Springs, California 95682

               24.           Consideration . This Agreement is in consideration of the mutual covenants contained in it. You and the Employer acknowledge the receipt and sufficiency of the consideration to this Agreement and intend this Agreement to be legally binding.

               25.           Compliance with Section 409A .

                              (a)           General . It is the intention of both the Employer and you that the benefits and rights to which you could be entitled pursuant to this Agreement comply with Section 409A to the extent that the requirements of Section 409A are applicable thereto, or are exempt from Section 409A including under the short-term deferral rule, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If you or Employer believes, at any time, that any such benefit or right that is subject to Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on you and on the Company). Notwithstanding the foregoing, Employer does not make any representation to you that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and Employer shall have no liability or other obligation to indemnify you or hold harmless you or any beneficiary for any tax, additional tax, interest or penalties that you or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

                              (b)           Distributions on Account of Separation from Service . If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of your employment shall be made unless and until you incur a “separation from service” within the meaning of Section 409A.

                              (c)           No Acceleration of Payments . Neither the Employer nor you, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.

                              (d)           Treatment of Each Installment as a Separate Payment and Timing of Payments . For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which you are entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

                              (e)           Taxable Reimbursements and In-Kind Benefits .

               (i)          Any reimbursements by the Employer to you of any eligible expenses under this Agreement that are not excludable from your income for Federal income tax purposes (the “ Taxable Reimbursements ”) shall be made by no later than the earlier of the date on which they would be paid under the Company’s normal policies and the last day of the calendar year following the year in which the expense was incurred.

               (ii)         The amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided to you, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year (except for any life-term or other aggregate limitation applicable to medical expenses).

               (iii)        The right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation or exchange for another benefit.

               26.           Counterparts . The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart’s signature page of this Agreement by facsimile, email in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect as delivery of an executed original of this Agreement.

                IN WITNESS WHEREOF , the Parties have executed this Agreement as of the Execution Date above.

Exhibit 10.38

3100 Zinfandel Drive, Ste. 450, Rancho Cordova, CA 95670 | Tel: (916) 231-6700 | Fax: (916) 851-0123

October 27, 2017

Mr. David Ritchie

31487 La Pasita

San Juan Capistrano, California

92675

Re:           Employment Agreement

Dear Mr. Ritchie:

This is your EMPLOYMENT AGREEMENT (the “ Agreement ”) with American River Bankshares, a California corporation (“ AMRB ”), and American River Bank, a California banking corporation (the “Bank” ) (together, the “ Company ”). It sets forth the terms of your employment with the Company, effective as of the Effective Date (as defined below).

(a)           Position . You will be employed in the position of President and Chief Executive Officer (“ CEO ”) of each of AMRB and the Bank and will report directly to the Company’s Board of Directors (the “ Board ” ). As of the Effective Date, you will be appointed as a member of the Board. The Company will use all reasonable efforts to cause you to be nominated for re-election to the Board each time your Board term expires during the Term (as defined in Section 2). You agree to serve as a member of the Board, as well as a member of any Board committee to which you may be elected or appointed. You also agree that, unless otherwise agreed to by you and the Company, you will be deemed to have resigned from the Board and each Board committee voluntarily, without any further action by you, as of the end of the Term or upon a termination of your employment with the Company for any reason.

(b)           Authority, Responsibilities and Reporting . You will have the authority, responsibilities and reporting relationships that correspond to your position, including any particular authority, responsibilities and reporting relationships consistent with your position that the Board may assign to you from time to time and you shall perform your duties hereunder in compliance with such policies of the Company as may be adopted from time to time.

(c)           Performance . During your employment, you will devote substantially all of your business time and attention to the Company and will use good faith efforts to discharge your responsibilities under this Agreement to the best of your abilities. During the Term, your place of performance will be the headquarters of the Company or such other place as the Board determines. Your performance will be reviewed by the Board on an on-going basis and no less frequently than annually.

(d)           Other Activities . During your employment, you will not render any business, commercial or professional services to any party other than the Company. However, you may (i) serve on corporate, civic or charitable boards, (ii) manage personal investments, and (iii) deliver lectures, fulfill speaking engagements and teach at educational institutions, so long as (A) these activities do not interfere with your performance of your responsibilities under this Agreement, (B) any service on a corporate, civic or charitable board is disclosed contemporaneously upon commencement and then at least annually to the Board and (C) no such services are provided to any competitor of the Company.

(a)           Term; Renewal. Your employment under this Agreement shall be for a term of two (2) years commencing on November 6, 2017 (the “ Effective Date ”) and ending upon the earlier of (i)the close of business on November 5, 2019 (the “ End Date ”), and (ii) the close of business on the effective date of termination of your employment pursuant to Section 5 (the “ Term ”). On the End Date and on each subsequent anniversary of the End Date thereafter, other than an End Date occurring subsequent to a Change in Control Event (each, a “ Renewal Date ”), the Term shall automatically renew for an additional one (1) year period, unless either you or the Company provides the other party with written notice of non-renewal of the Term at least sixty (60) days prior to the End Date or such Renewal Date, as applicable. Notwithstanding the foregoing, your employment can be terminated by either the Company or you providing advance written notice in accordance with Section 5(e). If you remain employed by the Company following the expiration of the Term (including pursuant to a non-renewal thereof), except as otherwise expressly provided herein, your employment relationship with the Company (if any) shall cease to be governed by the terms and conditions of this Agreement and shall be on an at-will basis on such terms as may be prescribed by the Company, unless otherwise agreed to by you and the Company in writing; provided, however , that the provisions of Section 7 below shall survive the expiration or termination of the Term in accordance with their terms.

(b)           Automatic Extension of Term Following a Change in Control Event . If a Change of Control Event occurs prior to an End Date, unless a written notice of non-renewal shall have been provided pursuant to Section 2(a) prior to a public announcement of any definitive agreement contemplating a Change in Control Event or a Termination Notice shall have been delivered in accordance with Section 5(e) pursuant to Section 5(c), the Term then in effect shall automatically renew for a period equal to 360 days minus the number of days remaining in the Term then in effect on the effective date of the Change in Control Event to and including the End Date for such Term.

(a)           Salary . During the Term, you will receive a base salary (as increased from time to time, your “ Salary ”) payable in accordance with the Company’s regular payroll practices. The amount of your Salary as of the Effective Date and through 2018 shall be at the annualized rate of $265,000. Your Salary will be reviewed at least annually commencing in 2019 and your Salary may be increased, but not decreased, in the sole discretion of the independent members of the Board, based on a recommendation from the Compensation Committee (the “ Comp Committee ” ).

(b)           Annual Cash Bonus . You will receive a guaranteed bonus for each of fiscal years 2017 and 2018 based upon your continued full-time employment in the fiscal year ending December 31, 2017 and 2018 in the amount of $160,000 payable on March 1 2018 and 2019, respectively. Commencing with the fiscal year 2019, you will be eligible to receive an annual bonus (your “ Bonus ”) for each fiscal year of the Company commencing with, and based upon your continued employment in, the fiscal year ending December 31 of the relevant fiscal year, pursuant to an annual bonus plan. The amount of the Bonus and the performance goals applicable to the Bonus shall be determined in accordance with the terms and conditions of said bonus plan as in effect from time to time, as determined by the independent members of the Board in sole discretion, based on a recommendation from the Comp Committee.

(c)           Equity Based Incentives . Prior to December 31, 2017, you will receive an award of restricted stock pursuant to the Company’s 2010 Equity Inventive Plan (the “ 2010 Equity Plan ”) covering a number of shares determined by dividing the Reference Value (as defined) by the reported closing stock price of AMRB’s common stock on the NASDAQ Global Select Market (the “Initial Restricted Stock Award” ). The Initial Restricted Stock Award shall be subject to forfeiture in such amounts and such scheduled lapse as shall be determined by the Board and such other terms and conditions specified in the 2010 Equity Plan and the restricted stock award pursuant to which the Initial Restricted Stock Award is made. The “Reference Value” shall equal the product of the closing price as reported on the NYSE for a share of your current employer’s common stock times the verified number of shares of your current employer’s restricted stock or RSUs held by you on the Effective Date. Commencing in the fiscal year 2018 and thereafter, based upon your continued employment in the relevant fiscal year ending on December 31 of the relevant fiscal year, you will be eligible to participate in the 2010 Equity Plan and such additional or successor equity based incentive plans that may be adopted by the Company from time to time in such amounts and subject to such terms and conditions as shall be determined in the discretion of the Board.

(a)           Vacation . You shall be entitled to four (4) weeks (twenty (_20_) business days) paid vacation per year (prorated for partial years), of which two weeks shall be taken consecutively, and to such paid holidays as are observed by the Company from time to time, all in accordance with the Company’s policies and practices that are applicable to the Company’s senior executives. Unused vacation will be carried over from year to year and/or paid out as provided in the Company’s vacation plans and polices in effect from time to time subject to and in accordance with the Company’s vacation policy in effect from time to time during the Term.

(b)           Business Expenses . You will be reimbursed for all reasonable business expenses incurred by you in performing your responsibilities under this Agreement. Reimbursements will be made pursuant to the Company’s normal practices and procedures for senior executives. Relocation Costs . Recognizing that you will be relocating your principal residence from Southern California to Northern California, the Company will reimburse you up to $[50,000] for reasonable relocation related expenses including moving, storage, and transport of furniture, fixtures, personal items and vehicles, the cost of temporary housing in Sacramento County for up to 9 months, and travel for you and your spouse between Southern and Northern California. Payments will be made against presentation of written evidence of the incurrence of such costs, including without limitation invoices, cancelled checks, ticket stubs, etc.

(c)           Facilities . You will be provided with office space, facilities, secretarial support and other business services consistent with your position on a basis that is at least as favorable as that provided to similarly situated senior executives of the Company.

(d)           Employee Benefit Plans . (i) You shall be eligible to participate in all incentive plans, practices, policies and programs, and all savings and retirement plans, policies and programs in effect from time to time, in each case that are applicable generally to senior executives of the Company; (ii) you and your eligible family members shall be eligible for participation, at the Company’s expense, in the welfare benefit plans, practices, policies and programs (including, if applicable, medical, dental, vision, disability, employee life, group life and accidental death insurance plans and programs) maintained for the Company’s senior executives from time to time; provided , however , that if your participation in such plans and programs at the Company’s expense would violate applicable law or would result in fines or penalties to the Company (including, without limitation, pursuant to the Patient Protection and Affordable Care Act or Section 2716 of the Public Health Service Act or any other health care law), then you and the Company shall in good faith negotiate replacement benefits and/or replacement compensation to be paid or provided to you in lieu of such participation at the Company’s expense; and (iii) you shall be entitled to such fringe benefits and perquisites as are provided by the Company to its senior executives from time to time, in accordance with the policies, practices, and procedures of the Company.

(e)           Automobile Allowance . The Company will provide you with an automobile and will reimburse you the cost of your related automobile expenses, including automobile insurance thereon, fuel and maintenance.

(f)           Liability Insurance . The Company shall maintain (i) a directors’ and officers’ liability insurance policy, or an equivalent errors and omissions liability insurance policy, and (ii) an employment practices liability insurance policy. Each such policy shall cover you with scope, exclusions, amounts and deductibles no less favorable to you than those applicable to the Company’s senior executive officers and directors on the Effective Date, or any more favorable as may be available to any other director or senior executive officer of the Company, while you are employed with the Company.

(g)           Indemnification Agreements . Each of AMRB and the Bank agree to enter into an indemnification agreement with you as of the Effective Date in the form of agreement included in the AMRB Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 22, 2010, as Exhibit 99.1 and 99.2, respectively.

(h)           Deferred Compensation Agreement . You shall be eligible to participate in the American River Bankshares Deferred Compensation Plan to defer a portion of your Salary and Bonus on the terms and conditions provided in such plan.

(a)           No Reason Required . You or the Company may terminate your employment at any time for any reason, or for no reason, subject to compliance with Section 5(e).

(b)           Termination by the Company for Cause .

(i)            “ Cause ” means any of the following:

(A)          Your continued failure, either due to willful action or as a result of gross neglect, to substantially perform your duties and responsibilities to the Company under this Agreement (other than any such failure resulting from your incapacity due to physical or mental illness) that, if capable of being cured, has not been cured within thirty (30) days after written notice is delivered to you by the Company, which notice specifies in reasonable detail the manner in which the Company believes you have not substantially performed your duties and responsibilities;

(B)          Your engagement in conduct which is demonstrably and materially injurious to the Company, or that materially harms the reputation or financial position of the Company, unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the honest belief that such conduct was in the best interest of the Company;

(C)          Your indictment or conviction of, or plea of guilty or nolo contendere to, a felony or any other crime involving dishonesty, fraud or moral turpitude;

(D)          Your being found liable in any SEC or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not you admit or deny liability) where the conduct which is the subject of such action is demonstrably and materially injurious to the Company;

(E)          Your material breach of your fiduciary duties to the Company;

(F)          Your (1) obstructing or impeding, (2) endeavoring to influence, obstruct or impede, or (3) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “ Investigation ”). However, your failure to waive attorney-client privilege relating to communications with your own attorney in connection with an Investigation shall not constitute “ Cause ”;

(G)          Your removing, concealing, destroying, purposely withholding, altering or by any other means falsifying any material which is requested in connection with an Investigation;

(H)          Your disqualification, bar, prohibition, order or similar restriction imposed against you by any governmental or self-regulatory authority from serving as an officer or director of any member of the Company or your loss of any governmental or self-regulatory license that is reasonably necessary for you to perform your responsibilities to the Company under this Agreement, if (i) the disqualification, bar or loss continues for more than 30 days and (ii) during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during your employment, you will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if your employment is not permissible, you will be placed on leave (which will be paid to the extent legally permissible);

(I)          Your unauthorized use or disclosure of confidential or proprietary information or related materials, or your violation of any of the terms of the Confidentiality Agreements (as defined below) or the Company’s standard confidentiality policies and procedures, in each case, which results or could reasonably be expected to result in reputational, economic, financial or other injury to the Company or its subsidiaries or affiliates;

(J)          Your violation, as determined by the Board in good faith, of the Company’s (1) workplace violence policy or (2) policies on discrimination, unlawful harassment or substance abuse; or

(K)          Your material breach of this Agreement that has not been cured within thirty (30) days after written notice is delivered to you by the Company, which notice specifies in reasonable detail the manner in which the Company believes this Agreement has been breached.

For purposes of this definition, no act or omission by you will be “willful” unless it is made by you in bad faith or without a reasonable belief that your act or omission was in the best interests of the Company.

(c)           Your Termination for Good Reason .

(i)            “ Good Reason ” means the occurrence (without your express written consent) of any of the following:

(A)          a reduction in, or the assignment to you of, duties substantially inconsistent with your position, authority, responsibilities or status as Chief Executive Officer of the Company (except in connection with a for Cause termination);

(B)          a change in the principal geographic location at which you must perform the services under this Agreement of more than 30 miles outside of Sacramento County, California, exclusive of required business travel; or

(C)          material breach by the Company of this Agreement.

For purposes of this Agreement, Good Reason shall not be deemed to exist unless (1) your termination of employment for Good Reason occurs within 90 days following the initial existence of one of the conditions specified in clauses (A) through (C) above, (2) you provide the Company with written notice of the existence of such condition within 60 days after the initial existence of the condition, and (3) the Company fails to remedy the condition within 30 days after its receipt of such notice.

(d)           Termination on Disability or Death .

(i)            The term “ Disability ” means your absence from your responsibilities with the Company on a full-time basis for 90 consecutive days or 180 days in any consecutive 12 month period as a result of incapacity due to mental or physical illness or injury. If the Company determines in good faith that your Disability has occurred, the Company may give you a Termination Notice (as defined below). If within 30 days of the Termination Notice you do not return to full-time performance of your responsibilities, your employment will terminate. If you do return to full-time performance in that 30-day period, the Termination Notice will be cancelled for all purposes of this Agreement. Except as provided in this Section 5(d), your incapacity due to mental or physical illness or injury will not affect the Company’s obligations under this Agreement.

(ii)           Your employment will terminate automatically on your death.

(e)           Advance Notice Generally Required .

(i)            To terminate your employment, either you or the Company must provide a Termination Notice to the other. A “ Termination Notice ” is a written notice that states the specific provision of this Agreement on which such termination is based, including, if applicable, the specific clause of the definition of Cause and a reasonably detailed description of the facts that permit termination under that clause. The failure to include any fact in a Termination Notice that contributes to a showing of Cause does not preclude the Company from asserting that fact in enforcing its rights under this Agreement.

(ii)           You and the Company agree to provide 30 days’ advance Termination Notice of any termination, unless your employment is terminated by the Company for Cause or because of your Disability or death. Accordingly, the effective date of termination of your employment will be 30 days after Termination Notice is given, except that (A) the effective date will be the date of the Company’s Termination Notice if your employment is terminated by the Company for Cause, although the Company may provide a later effective date in the Termination Notice, (B) the effective date will be 30 days after Termination Notice is given if your employment is terminated because of your Disability, and (C) the effective date will be the time of your death if your employment is terminated because of your death. The Company may elect to place you on paid leave for all or part of the advance Termination Notice period. Notwithstanding the foregoing, if you give the Company Termination Notice, the Company in its sole discretion may waive the 30-day notice requirement and accelerate the effective date of termination of your employment to any earlier date. In the event of a termination for Good Reason, the provisions of Section 5(c) above shall control over any inconsistent provisions in this Section 5(e)(ii).

(f)           Non-Renewal . Notwithstanding anything contained herein, in no event shall the expiration of the Term or the Company’s election not to renew or extend the Term or your employment with the Company constitute a termination of your employment by the Company without Cause or by you for Good Reason. For the avoidance of doubt, nothing contained in this Section 5(f) shall preclude or limit the Company’s ability, in its sole discretion, to pay or provide you with severance or termination pay and/or benefits in connection with a termination of your employment upon or following the expiration of the Term or the Company’s election not to renew or extend the Term.

(a)           General Effect . On termination, your employment will end and the Company will have no further obligations to you except as provided in this Section 6.

(b)           By the Company Without Cause or by You for Good Reason . If the Company terminates your employment without Cause or you terminate your employment for Good Reason, in either case, other than within twelve (12) months following a “Change in Control” (as defined below), subject to Section 6(f):

(i)             The Company will pay you the following as of the end of your employment: (A) your unpaid Salary through the date of termination, (B) your Salary for any accrued but unused vacation, and (C) any accrued expense reimbursements and other cash entitlements (together, your “ Accrued Compensation ”), in each case, as and when such amounts would otherwise been paid had your employment not been terminated or such earlier time as may be required by law. In addition, the Company will timely pay you any amounts and provide to you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Company (together, the “ Other Benefits ”).

(ii)            The Company will pay you an amount equal to one year of your then-current annual Salary, to be paid on the Company’s regular pay cycle and through the Company’s payroll over a 12-month period commencing on the date of the termination of employment.

(iii)          The Company will pay you an amount equal to a pro-rated portion of your prior year’s Bonus based on the number of days worked during the year of termination, payable in a lump-sum within thirty (30) days following the date of termination of employment.

(iv)          All outstanding and then unvested stock options, restricted stock and other equity awards granted to you under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) (each, an “ Equity Award ”) which are at such time subject to vesting solely based on your continued employment with the Company (each, a “ Time-Vesting Equity Award ”) shall be deemed to have vested as if your employment has continued for one (1) year following the actual termination date. All other outstanding and unvested Equity Awards (each, a “ Performance-Vesting Equity Award ”) shall be treated in accordance with the terms of the plan document and applicable award agreement governing such Performance-Vesting Equity Award.

(v)           If you timely elect to continue your Company-provided health insurance coverage pursuant to the federal COBRA law, the Company will pay directly or, at its election, reimburse you for the cost of such COBRA premiums, at the same level as you maintain as of the date of termination, through the end of the COBRA period (18 months), or until such time as you qualify for health insurance benefits through a new Company, whichever occurs first (the “ COBRA Period ”). The reimbursement shall be for 100% of your COBRA premiums, as well as for your eligible dependents’ COBRA premiums, and the coverage to be provided on this basis shall be health and dental coverage. Notwithstanding the foregoing, if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover you under its group health plans without incurring penalties (including without limitation, pursuant to the Patient Protection and Affordable Care Act or Section 2716 of the Public Health Service Act or any other health care law), then, in either case, an amount equal to each remaining COBRA premium under such plans shall thereafter be paid to you in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof) (the benefits under this Section 6(b)(v), the “ COBRA Benefit ”).

(c)           By the Company For Cause or by You for Any Reason other than for Good Reason . If the Company terminates your employment for Cause or you terminate your employment for any reason other than for Good Reason as set forth in Section 6(b) or 6(e), the Company will pay your Accrued Compensation and provide your Other Benefits, as and when such amounts would otherwise been paid had your employment not been terminated or such earlier time as may be required by law.

(d)           Your Disability or Death . If your employment terminates because of Disability or death, the Company will pay or provide you or your estate (1) your Accrued Compensation and your Other Benefits, as and when such amounts would otherwise been paid had your employment not been terminated or such earlier time as may be required by law, and (2) subject to Section 6(f), an amount equal to a pro-rated portion of your prior year’s Bonus based on the number days worked during the year of termination, payable in a lump-sum within thirty (30) days following the date of termination of employment. In such event, all Equity Awards granted to you after the Effective Date shall be treated as provided in Section 6(b)(iv).

(e)           Change in Control; Termination in Connection with a Change in Control . If within twelve (12) months following a Change in Control, the Company terminates your employment without Cause or you terminate your employment for Good Reason, in either case, subject to Section 6(f):

(i)          The Company will pay you your Accrued Compensation and provide your Other Benefits, as and when such amounts would otherwise have been paid had your employment not been terminated or such earlier time required by law.

(ii)          In lieu of the amounts set forth in Sections 6(b)(ii) and (iii) above, the Company will pay you an amount equal to two (2) times the sum of (a) your then-current annual Salary and (b) the average of your annual Bonus for the full fiscal years during which you provide service hereunder up to the three year average of your annual Bonus for the three fiscal years prior to the year in which the Change of Control occurs, payable in a lump-sum within thirty (30) days following the date of termination.

(iii)          The Company shall provide you with the COBRA Benefit on the terms and conditions set forth in Section 6(b)(v) above.

(iv)          In the event of any Change in Control, (a) your Time-Vesting Equity Awards shall fully and automatically vest as of the date of such Change in Control and (b) your Performance-Vesting Equity Awards shall be treated in accordance with the terms of the plan document and applicable award agreement governing such Performance-Vesting Equity Award.

(v)          For purposes of this Agreement, a “ Change in Control ” shall mean any transaction or series of related transactions as a result of which:

(A)          the Company consummates a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of its assets (each a “ Business Combination ”), in each case, unless immediately following the consummation of such Business Combination all of the following conditions are satisfied:

(1)          Persons, who, immediately prior to such Business Combination, were the beneficial owners of the Outstanding Voting Securities of the Company, beneficially own (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), directly or indirectly, more than 50% of the combined voting power of the then Outstanding Voting Securities of the entity (the “ Resulting Entity ”) resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries);

(2)          no Person beneficially owns (within the meaning of Rule 13d-3), directly or indirectly, more than 50% of the then outstanding combined voting power of the Outstanding Voting Securities of the Resulting Entity, except to the extent that such Person’s beneficial ownership of the Company immediately prior to the Business Combination exceeded such threshold;

(3)          at least one-half of the members of the board of directors of the Resulting Entity were members of the Board at the time the Board authorized the Company to enter into the definitive agreement providing for such Business Combination; or

(B)          any Person acquires beneficial ownership (within the meaning of Rule 13d-3) of more than 50% of the combined voting power (calculated as provided in Rule 13d-3 in the case of rights to acquire securities) of the then Outstanding Voting Securities of the Company and has greater beneficial ownership than the existing stockholders of the Company as of the date hereof; provided , however , that for purposes of this clause, the following acquisitions shall not constitute a Change of Control: (x) any acquisition directly from the Company, (y) any acquisition by the Company, or (z) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company.

(C)          “ Person ” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, which definition shall include a “person” within the meaning of Section 13(d)(3) of the Exchange Act.

(D)          “ Outstanding Voting Securities ” of any Person means the outstanding securities of such Person entitling the holders thereof to vote generally in the election of directors of such Person.

(vi)          The payments and vesting provisions set forth in this Agreement, including under this subsection (e), shall: (A) with respect to the treatment of Equity Awards under this Section 6, take precedence over any conflicting provision under any award agreement applicable to such Equity Awards, unless such award agreement is more favorable to you, in which case the award agreement shall govern; and (B) be subject to the provisions set forth in Annex A .

(f)           Release . Notwithstanding anything to the contrary herein, the Company will not be required to make the payments or provide the benefits stated in this Section 6 (other than your Accrued Compensation and Other Benefits) unless you execute and deliver to the Company (and do not revoke within the applicable time period) a general release of claims substantially in the form attached hereto as Annex B (the “ Release ”) within thirty (30) days following the date of termination of your employment. If the Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply:

(i)          To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Section 409A of the Code (“ Section 409A ”), then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the Release is executed and no longer subject to revocation (the “ Release Effective Date ”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement had such payments commenced immediately upon the termination of your employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of your employment.

(ii)          To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Section 409A, then such payments or benefits shall be made or commence upon the thirty-first (31 ^st ) day following the termination of your employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the termination of your employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of your employment.

(a)          You acknowledge and agree that you are bound by the Company’s standard confidentiality policies and procedures in effect from time to time and any confidentiality or non-disclosure agreements you may execute at the request of the Company from time to time. Notwithstanding the foregoing, however, nothing in those policies, procedures, or agreements shall prevent your truthful testimony as a witness, participation in an Investigation, or disclosure of wrongdoing to law enforcement or regulatory agencies of competent jurisdiction, including, without limitation, the Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (NLRB), Occupational Safety and Health Administration (OSHA), the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC) or California Department of Business Oversight (DBO), or prohibit you from divulging confidential or proprietary information to the extent required by order of court or agency of competent jurisdiction.

(b)          The Company and you agree that neither of us will make any statement that would libel, slander or disparage you or any member of the Company or any of their respective past or present officers, directors, employees or agents.

This Agreement is the entire agreement between you and the Company with respect to the relationship contemplated by this Agreement and supersedes any earlier agreement, written or oral, with respect to the subject matter of this Agreement. You agree that, effective as of the Effective Date, this Agreement replaces, terminates and supersedes the Prior Agreement, and that the Prior Agreement is hereby terminated and shall be of no further force or effect. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement. You hereby acknowledge that you are not subject to any obligation which would in any way restrict the performance of your duties hereunder.

(a)           Payments on Your Death . If you die and any amounts are or become payable under this Agreement, the Company will pay those amounts to your estate.

(b)           Assignment by You . You may not assign this Agreement without the Company’s consent. Also, except as required by law, your right to receive payments or benefits under this Agreement may not be subject to execution, attachment, levy or similar process. Any attempt to effect any of the preceding in violation of this Section 9(b), whether voluntary or involuntary, will be void.

(c)           Assumption by any Surviving Company . Before the effectiveness of any merger, consolidation, statutory share exchange or similar transaction (including an exchange offer combined with a merger or consolidation) involving the Company (a “ Reorganization ”) or any sale, lease or other disposition (including by way of a series of transactions or by way of merger, consolidation, stock sale or similar transaction involving one or more subsidiaries) of all or substantially all of the Company’s consolidated assets (a “ Sale ”), other than a Reorganization or Sale pursuant to which this Agreement will be assumed by the Surviving Company by operation of law, the Company will cause (1) the Surviving Company to unconditionally assume this Agreement in writing and (2) a copy of the assumption to be provided to you. After the Reorganization or Sale, the Surviving Company will be treated for all purposes as the Company under this Agreement. The “ Surviving Company ” means (i) in a Reorganization, the entity resulting from the Reorganization or (ii) in a Sale, the entity that has acquired all or substantially all of the assets of the Company.

(a)           Employment Matters . This Section 10 applies to any controversy or claim between you and the Company arising out of or relating to or concerning this Agreement or any aspect of your employment with the Company or the termination of that employment (together, an “ Employment Matter ”). This includes, but is not limited to, any and all employment-related claims or controversies, such as breach of employment agreement, breach of the covenant of good faith and fair dealing, negligent supervision or hiring, wrongful discharge in violation of public policy, unpaid wages under the state and federal wage payment laws, breach of privacy claims, intentional or negligent infliction of emotional distress claims, fraud, misrepresentations, defamation, and any claims that could be asserted under all state and federal anti-discrimination laws, including, but not limited to, the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the California Labor Code, and the Family and Medical Leave Act. You specifically agree to arbitrate all claims for discrimination and marital status, sexual orientation, disability, political activity, or any other statutorily-protected basis under the procedure set forth in the this Section 10 and not through a court of law. This Agreement is further intended to apply to any claim you may have against any of the Company’s officers, directors, employees, agents, or any of its affiliated or related entities, and to any and all past and future employment relationships you may have with the Company regardless of job position or title.

(b)           Mandatory Arbitration . Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of your employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in the County of Sacramento, California, before a sole arbitrator selected from Judicial Arbitration and Mediation Services, Inc., Sacramento, California, or its successor (“ JAMS ”), or if JAMS is no longer able to supply the arbitrator, such arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure § 1280 et seq. as the exclusive forum for the resolution of such dispute; provided , however , that in the event that provisional injunctive relief is not available, or is not available in a timely manner, through such arbitration, then provisional injunctive relief may, but need not, be sought by either party to this Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator. Either you or the Company may initiate the arbitration process by delivering a written request for arbitration to the other party within the time limits that would apply to the filing of civil complaint in state or federal district court, as applicable to the claim at issue. A late request will be void. Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties hereto acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or your employment. The parties hereto agree that the Company shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator’s fee. You and the Company further agree that in any proceeding to enforce the terms of this Agreement, the prevailing party shall be entitled to its or his reasonable attorneys’ fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute in addition to any other relief granted. Notwithstanding this provision, the parties hereto may mutually agree to mediate any dispute prior to or following submission to arbitration.

(c)           Enforcement of Arbitration Awards . You or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the County of Los Angeles, California to enforce any arbitration award under Section 10(b).

(d)           Jurisdiction and Choice of Forum . You and the Company irrevocably submit to the exclusive jurisdiction of any state or federal court located in the County of Sacramento, California over any Employment Matter that is not otherwise arbitrated or resolved according to Section 10(b). This includes any action or proceeding to compel arbitration or to enforce an arbitration award. Both you and the Company (i) acknowledge that the forum stated in this Section 10(d) has a reasonable relation to this Agreement and to the relationship between you and the Company and that the submission to the forum will apply even if the forum chooses to apply non-forum law, (ii) waive, to the extent permitted by law, any objection to personal jurisdiction or to the laying of venue of any action or proceeding covered by this Section 10(d) in the forum stated in this Section, including any objection on the grounds of forum non conveniens or the like, (iii) agree not to commence any such action or proceeding in any forum other than the forum stated in this Section 10(d), and (iv) agree that, to the extent permitted by law, a final and non-appealable judgment in any such action or proceeding in any such court will be conclusive and binding on you and the Company.

(e)           Waiver of Jury Trial . To the extent permitted by law, you and the Company waive any and all rights to a jury trial with respect to any Employment Matter. Notwithstanding the provisions of this Agreement, you shall have the right to file a claim for workers’ compensation and unemployment insurance benefits with the appropriate state agencies, unfair labor practice charges with the National Labor Relations Board, or an administrative charge with the Equal Employment Opportunity Commission, California Department of Fair Employment and Housing, or any similar state agency.

(f)           Governing Law . This Agreement, and all questions relating to its validity, interpretation, performance and enforcement, as well as the legal relations hereby created between the parties hereto, shall be governed by and construed under, and interpreted and enforced in accordance with, the laws of the State of California, notwithstanding any California or other conflict of law provision to the contrary.

(a)           Construction . References (A) to Sections are to sections of this Agreement unless otherwise stated; (B) to any contract (including this Agreement) are to the contract as amended, modified, supplemented or replaced from time to time; (C) to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section; (D) to any governmental authority include any successor to the governmental authority; (E) to any plan include any programs, practices and policies; (F) to any entity include any corporation, limited liability company, partnership, association, business trust and similar organization and include any governmental authority; and (G) to any affiliate of any entity are to any person or other entity directly or indirectly controlling, controlled by or under common control with the first entity.

(i)            The various headings in this Agreement are for convenience of reference only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Agreement.

(ii)          Unless the context requires otherwise, (A) words describing the singular number include the plural and vice versa, (B) words denoting any gender include all genders and (C) the words “include”, “includes” and “including” will be deemed to be followed by the words “without limitation.”

(iii)          It is your and the Company’s intention that this Agreement not be construed more strictly with regard to you or the Company.

(b)           Withholding . You and the Company will treat all payments to you under this Agreement as compensation for your employment. Accordingly, the Company may withhold from any payment any taxes that are required to be withheld under any law, rule or regulation.

(c)           Severability . If any provision of this Agreement is found by any court of competent jurisdiction (or legally empowered agency) to be illegal, invalid or unenforceable for any reason, then (1) the provision will be amended automatically to the minimum extent necessary to cure the illegality or invalidity and permit enforcement and (2) the remainder of this Agreement will not be affected.

(d)           No Set-off or Mitigation . Except if your employment is terminated by the Company for Cause, your and the Company’s respective obligations under this Agreement will not be affected by any set-off, counterclaim, recoupment or other right you or any member of the Company may have against each other or anyone else. You do not need to seek other employment or take any other action to mitigate any amounts owed to you under this Agreement.

(e)           Notices . All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed given (1) on the business day sent, when delivered by hand or facsimile transmission (with confirmation) during normal business hours, (2) on the business day after the business day sent, if delivered by a nationally recognized overnight courier or (3) on the third business day after the business day sent if delivered by registered or certified mail, return receipt requested, in each case to the following address or number (or to such other addresses or numbers as may be specified by notice that conforms to this Section 11(e)):

If to you, to your address then on file with the Company’s payroll department with a copy to:

Mr. David Ritchie

31487 La Pasita

San Juan Capistrano, California 92675

If to the Company or any other member of the Company, to:

American River Bankshares
3100 Zinfandel Drive

Rancho Cordova, California 95670

Attention: Chairman of the Board

Facsimile:

With a copy to (which shall not constitute notice):

Manatt, Phelps & Phillips, LLP

11355 Olympic Boulevard

Los Angeles, California 90064

Attention: Gordon M. Bava

Facsimile: (310) 914-5772
Email: gbava@manatt.com

(f)           Consideration . This Agreement is in consideration of the mutual covenants contained in it. You and the Company acknowledge the receipt and sufficiency of the consideration to this Agreement and intend this Agreement to be legally binding.

(g)           Amendments and Waivers . Any provision of this Agreement may be amended or waived but only if the amendment or waiver is in writing and signed, in the case of an amendment, by you and the Company or, in the case of a waiver, by the party that would have benefited from the provision waived. Except as this Agreement otherwise provides, no failure or delay by you or the Company to exercise any right or remedy under this Agreement will operate as a waiver, and no partial exercise of any right or remedy will preclude any further exercise.

(h)           Legal Counsel; Mutual Drafting . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. You agree and acknowledge that you have read and understand this Agreement, are entering into it freely and voluntarily, and have been advised to seek counsel prior to entering into this Agreement and have had ample opportunity to do so.

(i)           Golden Parachute/Bank Regulatory Limitation . The parties understand and agree that at the time any payment would otherwise be made or benefit provided under Section 6 of this Agreement, depending on the facts and circumstances existing at such time, the satisfaction of such obligations by the Company may be deemed by a regulatory authority to be illegal, an unsafe and unsound practice, or for some other reason not properly due or payable by the Company. Among other things, applicable banking laws, regulations and published guidance and policies of the appropriate regulatory authorities (including, but not limited to, Section 39(a) of the Federal Deposit Insurance Act 12 C.F.R. Part 208 Appendix D-1, § III, Guidance on Sound Incentive Compensation Policies, 75 Fed. Reg. 36,395 (June 25, 2010) or similar regulations or regulatory action following similar principles may apply at such time. You understand, acknowledge and agree that, notwithstanding any other provision of this Agreement, the Company shall not be obligated to make any payment or provide any benefit under Section 6 of this Agreement where (i) an appropriate regulatory authority does not approve or acquiesce as required or objects to the making of such payment or benefit or (ii) the Company has been informed in writing by a representative of the appropriate regulatory authority that it is the position of such regulatory authority that making such payment or providing such benefit would constitute an unsafe and unsound practice, violate a written agreement with the regulatory authority, violate an applicable rule or regulation, or would cause the representative of the regulatory authority to recommend enforcement action against the Company.

(j)           Key Employee Delay on Payments . Notwithstanding the timing of payments set forth in Agreement, if the Company determines that you are a “specified employee” within the meaning of Section 409A, as may be amended and that, as a result of such status, any portion of the payment under this Agreement would be subject to additional taxation, the Company will delay paying any portion of such payment until the earliest permissible date on which payments may commence without triggering such additional taxation (with such delay not to exceed six (6) months), with the first such payment to include the amounts that would have been paid earlier but for the above delay.

(k)           Third-Party Beneficiaries . Subject to Section 9, this Agreement will be binding on, inure to the benefit of and be enforceable by the parties and their respective heirs, personal representatives, successors and assigns. This Agreement does not confer any rights, remedies, obligations or liabilities to any entity or person other than you and the Company and your and the Company’s permitted successors and assigns, although (i) this Agreement will inure to the benefit of the Company and (ii) Section 9(a) will inure to the benefit of the most recent persons named in a notice under that Section.

(a)           General . It is the intention of both the Company and you that the benefits and rights to which you could be entitled pursuant to this Agreement comply with Section 409A to the extent that the requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If you or the Company believes, at any time, that any such benefit or right that is subject to Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on you and on the Company). Notwithstanding the foregoing, the Company does not make any representation to you that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the you or any beneficiary for any tax, additional tax, interest or penalties that you or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

(b)           Distributions on Account of Separation from Service . If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of your employment shall be made unless and until you incur a “separation from service” within the meaning of Section 409A.

(c)           No Acceleration of Payments . Neither the Company nor you, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.

(d)           Treatment of Each Installment as a Separate Payment and Timing of Payments . For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which you are entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(e)           Taxable Reimbursements and In-Kind Benefits .

(i)          Any reimbursements by the Company to you of any eligible expenses under this Agreement that are not excludable from your income for Federal income tax purposes (the “ Taxable Reimbursements ”) shall be made by no later than the earlier of the date on which they would be paid under the Company’s normal policies and the last day of the calendar year following the year in which the expense was incurred.

(ii)          The amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided to you, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year (except for any life-term or other aggregate limitation applicable to medical expenses).

(iii)          The right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation or exchange for another benefit.

This Agreement may be executed in counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. However, this Agreement will not be effective until the date both parties have executed this Agreement.

Very truly yours,

ACCEPTED AND AGREED TO:

Name: David Ritchie

Dated: October 27, 2017

Annex A

Limitation on Payments Following a Change in Control

In the event that any payment or benefit received or to be received by Mr. David Ritchie (“ Executive ”) pursuant to that certain Employment Agreement (the “ Agreement ”), dated September 21, 2017, by and between Executive, American River Bankshares and American River Bank (together, the “ Company ”) or otherwise (“ Payments ”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”) and (ii) but for this Annex A, be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“ Excise Tax ”), then such Payments shall be either (A) provided in full pursuant to the terms of the Agreement and any other applicable agreements and plans, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“ Reduced Amount ”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greater amount of aggregate payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax; provided, however, if Executive’s net after-tax benefit of receiving the Payments in full would be less than $10,000 greater than Executive’s net after-tax benefit of receiving the Reduced Amount, Executive shall be provided the Reduced Amount instead of the Payments in full. Unless the Company and Executive otherwise agree in writing, any determination required under this Annex A shall be made by independent tax counsel designated by the Company and reasonably acceptable to Executive (“ Independent Tax Counsel ”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Annex A, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate unless Executive’s actual effective marginal tax rate at the relevant time is less than the highest marginal rate, in which case such lower rate shall be used by Independent Tax Counsel. The Company and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Annex A. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Annex A. In the event that (ii)(B) above applies, then based on the information provided to Executive and the Company by Independent Tax Counsel, and notwithstanding any other provision of the Agreement or any other plan, arrangement or agreement to the contrary, the reduction of such Payments shall be made as follows: (A) if none of the Payments constitute non-qualified deferred compensation (within the meaning of Section 409A of the Code), then such reduction and/or repayment shall occur in the manner the Executive elects in writing prior to the date of Payment; or (B) if any Payment constitutes non-qualified deferred compensation or if the Executive fails to elect an order in the event that none of the Payments constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code), then the Payments to be reduced will be determined in a manner which maximizes the Executive’s economic position and, to the extent the economic cost is equivalent between one or more Payments, such Payments will be reduced in the inverse order of when payment would have been made to the Executive, until the aggregate Payments payable to the Executive equal the Reduced Amount. 

Annex B

General Release

For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “ Releasees ” hereunder, consisting of American River Bankshares, a California corporation, and American River Bank, a California banking corporation (together, the “ Company ”), and their partners, associates, parents, subsidiaries, affiliates, successors, heirs, assigns, agents, directors, officers, employees, equityholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “ Claims ”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof.  The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans With Disabilities Act. Notwithstanding the foregoing, this Release shall not operate to release any Claims which the undersigned may have with respect to (i) payments and other express obligations of the Company under that certain Employment Agreement, dated as of September 21, 2017, between the Company and the undersigned (“Employment Agreement”); (ii) accrued or vested benefits the undersigned may have, if any, as of the date hereof under any employee benefit plan of the Company or, with respect to any outstanding equity awards held by the undersigned, under any equity incentive plan, stock award or option agreement, as any such stock award or option agreement may be amended by the Employment Agreement, if such amendment is more favorable to the undersigned; (iii) payments and other obligations of the Company with respect to indemnification of the undersigned under the Company’s Articles of Incorporation, and Bylaws, as each may be amended from time to time, and under any indemnification agreement between the Company and the undersigned. Additionally, notwithstanding the foregoing, the undersigned does not release the undersigned’s rights under this Release and any Claims that cannot be released as a matter of law, including, without limitation, the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator.

THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“ A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. ”

THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

(1)          HE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE;

(2)          HE HAS TWENTY-ONE (21) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT; AND

(3)          HE HAS SEVEN (7) DAYS AFTER SIGNING THIS RELEASE TO REVOKE IT, AND THIS RELEASE SHALL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD.

The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the result of any such assignment or transfer of any rights or Claims under any such assignment or transfer.  It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the undersigned under this indemnity.

The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the undersigned agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorney’s fees incurred by Releasees in defending or otherwise responding to said suit or Claim.

The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to the undersigned.

IN WITNESS WHEREOF, the undersigned has executed this Release this __ day of __________, _____.