þ | QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
California | 75-2987096 | |
(State or Other Jurisdiction of Incorporation or | (I.R.S. Employer Identification No.) | |
Organization) | ||
35 S. Lindan Avenue, Quincy, California | 95971 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large Accelerated Filer o | Accelerated Filer o | Non-Accelerated Filer o | Smaller Reporting Company þ |
March 31, | December 31, | |||||||
2009 | 2008 | |||||||
|
||||||||
Assets
|
||||||||
Cash and due from banks
|
$ | 25,307 | $ | 18,791 | ||||
Federal funds sold
|
| | ||||||
|
||||||||
Cash and cash equivalents
|
25,307 | 18,791 | ||||||
Investment securities (fair value of $60,908 at March 31, 2009 and
$38,606 at December 31, 2008)
|
60,706 | 38,374 | ||||||
Loans, less allowance for loan losses of $9,648 at March 31, 2009
and $7,224 at December 31, 2008 (Notes 3 and 4)
|
351,768 | 359,072 | ||||||
Premises and equipment, net
|
15,390 | 15,764 | ||||||
Intangible assets, net
|
778 | 821 | ||||||
Bank owned life insurance
|
9,851 | 9,766 | ||||||
Real estate and vehicles acquired through foreclosure
|
3,531 | 4,277 | ||||||
Accrued interest receivable and other assets
|
11,250 | 10,310 | ||||||
|
||||||||
Total assets
|
$ | 478,581 | $ | 457,175 | ||||
|
||||||||
|
||||||||
Liabilities and Shareholders Equity
|
||||||||
|
||||||||
Deposits:
|
||||||||
Non-interest bearing
|
$ | 106,246 | $ | 112,783 | ||||
Interest bearing
|
279,465 | 258,710 | ||||||
|
||||||||
Total deposits
|
385,711 | 371,493 | ||||||
Short-term borrowings
|
31,000 | 34,000 | ||||||
Accrued interest payable and other liabilities
|
5,398 | 5,935 | ||||||
Junior subordinated deferrable interest debentures
|
10,310 | 10,310 | ||||||
|
||||||||
Total liabilities
|
432,419 | 421,738 | ||||||
|
||||||||
|
||||||||
Commitments and contingencies (Note 4)
|
| | ||||||
|
||||||||
Shareholders equity (Notes 5, 7 and 10):
|
||||||||
Serial preferred stock, no par value; 10,000,000 shares
authorized; 11,949 issued and outstanding at March 31, 2009
|
11,531 | | ||||||
Common stock, no par value; 22,500,000 shares authorized; issued
and outstanding 4,776,339 shares at March 31, 2009 and
4,775,339 shares at December 31, 2008
|
5,780 | 5,302 | ||||||
Retained earnings
|
28,425 | 29,818 | ||||||
Accumulated other comprehensive income (Note 6)
|
426 | 317 | ||||||
|
||||||||
Total shareholders equity
|
46,162 | 35,437 | ||||||
|
||||||||
Total liabilities and shareholders equity
|
$ | 478,581 | $ | 457,175 | ||||
|
2
For the Three Months | ||||||||
Ended March 31, | ||||||||
2009 | 2008 | |||||||
Interest Income:
|
||||||||
Interest and fees on loans
|
$ | 5,102 | $ | 6,224 | ||||
Interest on investment securities:
|
||||||||
Taxable
|
334 | 411 | ||||||
Exempt from Federal income taxes
|
119 | 127 | ||||||
Interest on Federal funds sold
|
| 1 | ||||||
|
||||||||
Total interest income
|
5,555 | 6,763 | ||||||
|
||||||||
Interest Expense:
|
||||||||
Interest on deposits
|
764 | 1,546 | ||||||
Interest on short-term borrowings
|
17 | 34 | ||||||
Interest on junior subordinated deferrable interest debentures
|
110 | 191 | ||||||
Other
|
3 | 4 | ||||||
|
||||||||
Total interest expense
|
894 | 1,775 | ||||||
|
||||||||
Net interest income before provision for loan losses
|
4,661 | 4,988 | ||||||
Provision for Loan Losses
|
2,900 | 520 | ||||||
|
||||||||
Net interest income after provision for loan losses
|
1,761 | 4,468 | ||||||
Non-Interest Income:
|
||||||||
Service charges
|
906 | 953 | ||||||
Earnings on Bank owned life insurance policies
|
107 | 103 | ||||||
Other
|
153 | 294 | ||||||
|
||||||||
Total non-interest income
|
1,166 | 1,350 | ||||||
|
||||||||
Non-Interest Expenses:
|
||||||||
Salaries and employee benefits
|
2,881 | 2,756 | ||||||
Occupancy and equipment
|
997 | 959 | ||||||
Other
|
1,363 | 1,245 | ||||||
|
||||||||
Total non-interest expenses
|
5,241 | 4,960 | ||||||
|
||||||||
|
||||||||
Income (loss) before provision for income taxes
|
(2,314 | ) | 858 | |||||
Provision (Benefit) for Income Taxes
|
(1,037 | ) | 282 | |||||
|
||||||||
Net income (loss)
|
$ | (1,277 | ) | $ | 576 | |||
|
||||||||
|
||||||||
Basic earnings per share (Note 5)
|
$ | (0.29 | ) | $ | 0.12 | |||
|
||||||||
Diluted earnings per share (Note 5)
|
$ | (0.29 | ) | $ | 0.12 | |||
|
3
For the Three Months | ||||||||
Ended March 31, | ||||||||
2009 | 2008 | |||||||
Cash Flows from Operating Activities:
|
||||||||
Net income (loss)
|
$ | (1,277 | ) | $ | 576 | |||
Adjustments to reconcile net income to net cash provided by operating
activities:
|
||||||||
Provision for loan losses
|
2,900 | 520 | ||||||
Change in deferred loan origination costs/fees, net
|
41 | 76 | ||||||
Depreciation and amortization
|
506 | 528 | ||||||
Stock-based compensation expense
|
66 | 69 | ||||||
Amortization of investment security premiums
|
20 | 16 | ||||||
Accretion of investment security discounts
|
(11 | ) | (16 | ) | ||||
Net loss on sale of other real estate
|
34 | | ||||||
Provision for losses on other real estate
|
141 | 25 | ||||||
Net loss on sale of other vehicles owned
|
30 | | ||||||
Earnings on bank-owned life insurance policies
|
(85 | ) | (82 | ) | ||||
(Increase) decrease in accrued interest receivable and other assets
|
(1,174 | ) | 58 | |||||
(Decrease) in accrued interest payable and other liabilities
|
(639 | ) | (210 | ) | ||||
|
||||||||
Net cash provided by operating activities
|
552 | 1,560 | ||||||
|
||||||||
|
||||||||
Cash Flows from Investing Activities:
|
||||||||
Proceeds from matured and called available-for-sale investment securities
|
4,000 | 4,500 | ||||||
Proceeds from principal repayments from available-for-sale
government-guaranteed mortgage-backed securities
|
1,056 | 681 | ||||||
Purchases of available-for-sale securities
|
(27,212 | ) | | |||||
Net decrease in loans
|
4,186 | 1,896 | ||||||
Proceeds from sale of other real estate
|
680 | | ||||||
Proceeds from sale of other vehicles
|
119 | 140 | ||||||
Purchase of premises and equipment
|
(12 | ) | (338 | ) | ||||
|
||||||||
Net cash (used in )provided by investing activities
|
(17,183 | ) | 6,879 | |||||
|
4
For the Three Months | ||||||||
Ended March 31, | ||||||||
2009 | 2008 | |||||||
Cash Flows from Financing Activities:
|
||||||||
Net increase in demand, interest bearing and savings deposits
|
$ | 12,510 | $ | 5,781 | ||||
Net increase (decrease) in time deposits
|
1,708 | (6,733 | ) | |||||
Net decrease in short-term borrowings
|
(3,000 | ) | (7,500 | ) | ||||
Net proceeds from exercise of stock options
|
5 | 3 | ||||||
Issuance of preferred stock, net of discount
|
11,517 | | ||||||
Issuance of common stock warrant
|
407 | | ||||||
Repurchase and retirement of common stock
|
| (505 | ) | |||||
|
||||||||
Net cash provided by (used in) financing activities
|
23,147 | (8,954 | ) | |||||
|
||||||||
Increase (decrease) in cash and cash equivalents
|
6,516 | (515 | ) | |||||
Cash and Cash Equivalents at Beginning of Year
|
18,791 | 13,207 | ||||||
|
||||||||
Cash and Cash Equivalents at End of Period
|
$ | 25,307 | $ | 12,692 | ||||
|
||||||||
|
||||||||
Supplemental Disclosure of Cash Flow Information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest expense
|
$ | 932 | $ | 1,940 | ||||
Income taxes
|
$ | | $ | | ||||
|
||||||||
Non-Cash Investing Activities:
|
||||||||
Real estate and vehicles acquired through foreclosure
|
$ | 177 | $ | 483 | ||||
Net change in unrealized gain/loss on available-for-sale securities
|
$ | 109 | $ | 341 |
5
6
March 31, | December 31, | |||||||
2009 | 2008 | |||||||
Commercial
|
$ | 41,642 | $ | 42,528 | ||||
Agricultural
|
38,875 | 36,020 | ||||||
Real estate mortgage
|
151,332 | 151,943 | ||||||
Real estate construction and land development
|
70,293 | 73,820 | ||||||
Consumer
|
59,036 | 61,706 | ||||||
|
||||||||
|
361,178 | 366,017 | ||||||
Deferred loan costs, net
|
238 | 279 | ||||||
Allowance for loan losses
|
(9,648 | ) | (7,224 | ) | ||||
|
||||||||
|
$ | 351,768 | $ | 359,072 | ||||
|
7
For the Three Months | ||||||||
Ended March 31, | ||||||||
(In thousands, except per share data) | 2009 | 2008 | ||||||
Net Income (loss):
|
||||||||
Net income (loss)
|
$ | (1,277 | ) | $ | 576 | |||
Dividends accrued and discount accreted on preferred shares
|
(116 | ) | | |||||
|
||||||||
Net income (loss) allocated to common shareholders
|
$ | (1,393 | ) | $ | 576 | |||
|
||||||||
Earnings Per Share:
|
||||||||
Basic earnings per share
|
$ | (0.29 | ) | $ | 0.12 | |||
Diluted earnings per share
|
$ | (0.29 | ) | $ | 0.12 | |||
Weighted Average Number of Shares Outstanding:
|
||||||||
Basic shares
|
4,776 | 4,859 | ||||||
Diluted shares
|
4,776 | 4,886 |
8
Weighted | ||||||||||||||||
Average | ||||||||||||||||
Weighted | Remaining | |||||||||||||||
Average | Contractual | |||||||||||||||
Exercise | Term | Intrinsic Value | ||||||||||||||
Shares | Price | (in years) | (in thousands) | |||||||||||||
Options outstanding at December 31, 2008
|
466,956 | $ | 13.38 | |||||||||||||
Options granted
|
| | ||||||||||||||
Options exercised
|
(1,000 | ) | 5.43 | |||||||||||||
Options cancelled
|
(39,110 | ) | 12.22 | |||||||||||||
|
||||||||||||||||
Options outstanding at March 31, 2009
|
426,846 | $ | 13.51 | 5.4 | $ | 6 | ||||||||||
|
||||||||||||||||
Options exercisable at March 31, 2009
|
283,311 | $ | 13.03 | 5.0 | $ | 6 | ||||||||||
|
||||||||||||||||
Expected to vest after March 31, 2009
|
143,535 | $ | 14.46 | 6.4 | $ | | ||||||||||
|
9
Fair Value Measurements at March 31, 2009 Using | ||||||||||||||||
Quoted Prices in | ||||||||||||||||
Active Markets for | Significant Other | Significant | ||||||||||||||
Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||
Total Fair Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets:
|
||||||||||||||||
Available-for-sale
securities
|
$ | 48,139,000 | $ | 22,447,000 | $ | 25,692,000 | $ | | ||||||||
|
10
Fair Value Measurements at March 31, 2009 Using | ||||||||||||||||
Quoted Prices in | ||||||||||||||||
Active Markets for | Significant Other | Significant | ||||||||||||||
Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||
Total Fair Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets:
|
||||||||||||||||
Impaired
loans
|
$ | 26,089,000 | $ | | $ | 26,089,000 | $ | | ||||||||
|
11
12
13
14
15
For the Three Months Ended March 31, 2009 | For the Three Months Ended March 31, 2008 | |||||||||||||||||||||||
Average Balance | Interest | Yield/ | Average Balance | Interest | Yield/ | |||||||||||||||||||
(in thousands) | (in thousands) | Rate | (in thousands) | (in thousands) | Rate | |||||||||||||||||||
|
||||||||||||||||||||||||
Interest-earning assets:
|
||||||||||||||||||||||||
Loans (1) (2)
|
$ | 362,439 | $ | 5,102 | 5.71 | % | $ | 351,221 | $ | 6,224 | 7.13 | % | ||||||||||||
Investment securities (1)
|
45,838 | 453 | 4.01 | % | 53,088 | 538 | 4.08 | % | ||||||||||||||||
Federal funds sold
|
43 | | 2.28 | % | 179 | 1 | 2.25 | % | ||||||||||||||||
|
||||||||||||||||||||||||
Total interest-earning assets
|
408,320 | 5,555 | 5.52 | % | 404,488 | 6,763 | 6.72 | % | ||||||||||||||||
|
||||||||||||||||||||||||
Cash and due from banks
|
17,565 | 11,715 | ||||||||||||||||||||||
Other assets
|
33,755 | 31,668 | ||||||||||||||||||||||
|
||||||||||||||||||||||||
Total assets
|
$ | 459,640 | $ | 447,871 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Interest-bearing liabilities:
|
||||||||||||||||||||||||
NOW deposits
|
$ | 78,357 | 109 | 0.56 | % | $ | 73,277 | 188 | 1.03 | % | ||||||||||||||
Money market deposits
|
40,871 | 85 | 0.84 | % | 36,531 | 68 | 0.75 | % | ||||||||||||||||
Savings deposits
|
49,726 | 23 | 0.19 | % | 46,679 | 43 | 0.37 | % | ||||||||||||||||
Time deposits
|
98,489 | 547 | 2.25 | % | 125,303 | 1,247 | 4.00 | % | ||||||||||||||||
|
||||||||||||||||||||||||
Total deposits
|
267,443 | 764 | 1.16 | % | 281,790 | 1,546 | 2.21 | % | ||||||||||||||||
|
||||||||||||||||||||||||
Short-term borrowings
|
26,462 | 17 | 0.26 | % | 4,057 | 34 | 3.37 | % | ||||||||||||||||
Other interest-bearing liabilities
|
222 | 3 | 5.48 | % | 308 | 4 | 5.22 | % | ||||||||||||||||
Junior subordinated debentures
|
10,310 | 110 | 4.33 | % | 10,310 | 191 | 7.45 | % | ||||||||||||||||
|
||||||||||||||||||||||||
Total interest-bearing liabilities
|
304,437 | 894 | 1.19 | % | 296,465 | 1,775 | 2.41 | % | ||||||||||||||||
|
||||||||||||||||||||||||
Non-interest bearing deposits
|
105,906 | 108,192 | ||||||||||||||||||||||
Other liabilities
|
5,378 | 5,743 | ||||||||||||||||||||||
Shareholders equity
|
43,919 | 37,471 | ||||||||||||||||||||||
|
||||||||||||||||||||||||
Total liabilities & equity
|
$ | 459,640 | $ | 447,871 | ||||||||||||||||||||
|
||||||||||||||||||||||||
Cost of funding interest-earning assets (3)
|
0.89 | % | 1.76 | % | ||||||||||||||||||||
Net interest income and margin (4)
|
$ | 4,661 | 4.63 | % | $ | 4,988 | 4.96 | % | ||||||||||||||||
|
(1) |
Not computed on a tax-equivalent basis.
|
|
(2) |
Net loan costs included in loan interest income for the three-month periods ended March 31,
2009 and 2008 were $65,000 and $77,000, respectively.
|
|
(3) |
Total annualized interest expense divided by the average balance of total earning assets.
|
|
(4) |
Annualized net interest income divided by the average balance of total earning assets.
|
16
2009 over 2008 change in net interest income | ||||||||||||||||
for the three months ended March 31 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Volume (1) | Rate (2) | Mix (3) | Total | |||||||||||||
Interest-earning assets:
|
||||||||||||||||
Loans
|
$ | 197 | $ | (1,228 | ) | $ | (91 | ) | $ | (1,122 | ) | |||||
Investment securities
|
(73 | ) | (9 | ) | (3 | ) | (85 | ) | ||||||||
Federal funds sold
|
(1 | ) | | | (1 | ) | ||||||||||
|
||||||||||||||||
Total interest income
|
123 | (1,237 | ) | (94 | ) | (1,208 | ) | |||||||||
|
||||||||||||||||
Interest-bearing liabilities:
|
||||||||||||||||
NOW deposits
|
13 | (84 | ) | (8 | ) | (79 | ) | |||||||||
Money market deposits
|
8 | 9 | | 17 | ||||||||||||
Savings deposits
|
2 | (21 | ) | (1 | ) | (20 | ) | |||||||||
Time deposits
|
(265 | ) | (541 | ) | 106 | (700 | ) | |||||||||
Short-term borrowings
|
186 | (31 | ) | (172 | ) | (17 | ) | |||||||||
Other interest-bearing liabilities
|
(1 | ) | | | (1 | ) | ||||||||||
Junior subordinated debentures
|
| (81 | ) | | (81 | ) | ||||||||||
|
||||||||||||||||
Total interest expense
|
(57 | ) | (749 | ) | (75 | ) | (881 | ) | ||||||||
|
||||||||||||||||
Net interest income
|
$ | 180 | $ | (488 | ) | $ | (19 | ) | $ | (327 | ) | |||||
|
(1) |
The volume change in net interest income represents the change in average balance multiplied by
the previous years rate.
|
|
(2) |
The rate change in net interest income represents the change in rate multiplied by the previous
years average balance.
|
|
(3) |
The mix change in net interest income represents the change in average balance multiplied by
the change in rate.
|
17
For the Three Months | ||||||||||||||||
Ended March 31 | Dollar | Percentage | ||||||||||||||
2009 | 2008 | Change | Change | |||||||||||||
Service charges on deposit accounts
|
$ | 906 | $ | 953 | $ | (47 | ) | -4.9 | % | |||||||
Earnings on life insurance policies
|
107 | 103 | 4 | 3.9 | % | |||||||||||
Merchant processing income
|
51 | 63 | (12 | ) | -19.0 | % | ||||||||||
Investment services income
|
30 | 35 | (5 | ) | -14.3 | % | ||||||||||
Customer service fees
|
28 | 29 | (1 | ) | -3.4 | % | ||||||||||
Safe deposit box and night depository income
|
17 | 17 | | | % | |||||||||||
Gain on sale of loans
|
10 | 18 | (8 | ) | -44.4 | % | ||||||||||
Official check fees
|
5 | 38 | (33 | ) | -86.8 | % | ||||||||||
Federal Home Loan Bank dividends
|
| 28 | (28 | ) | -100 | % | ||||||||||
Loss on sale of vehicles and foreclosed real estate
|
(64 | ) | | (64 | ) | -100 | % | |||||||||
Other
|
76 | 66 | 10 | 15.2 | % | |||||||||||
|
||||||||||||||||
Total non-interest income
|
$ | 1,166 | $ | 1,350 | $ | (184 | ) | -13.6 | % | |||||||
|
18
For the Three Months | ||||||||||||||||
Ended March 31 | Dollar | Percentage | ||||||||||||||
2009 | 2008 | Change | Change | |||||||||||||
Salaries and employee benefits
|
$ | 2,881 | $ | 2,756 | $ | 125 | 4.5 | % | ||||||||
Occupancy and equipment
|
997 | 959 | 38 | 4.0 | % | |||||||||||
Outside service fees
|
199 | 170 | 29 | 17.1 | % | |||||||||||
Professional fees
|
168 | 163 | 5 | 3.1 | % | |||||||||||
FDIC Insurance and assessments
|
146 | 12 | 134 | 1,116.7 | % | |||||||||||
Provision for OREO losses
|
141 | 24 | 117 | 487.5 | % | |||||||||||
Loan and collection expenses
|
127 | 66 | 61 | 92.4 | % | |||||||||||
Telephone and data communication
|
105 | 102 | 3 | 2.9 | % | |||||||||||
Advertising and shareholder relations
|
78 | 104 | (26 | ) | -25.0 | % | ||||||||||
Director compensation and retirement
|
75 | 92 | (17 | ) | -18.5 | % | ||||||||||
Business development
|
74 | 141 | (67 | ) | -47.5 | % | ||||||||||
Armored car and courier
|
67 | 68 | (1 | ) | -1.5 | % | ||||||||||
Postage
|
58 | 58 | | | % | |||||||||||
Stationery and supplies
|
51 | 58 | (7 | ) | -12.1 | % | ||||||||||
Deposit premium amortization
|
43 | 75 | (32 | ) | -42.7 | % | ||||||||||
Insurance
|
(27 | ) | 57 | (84 | ) | -147.4 | % | |||||||||
Other
|
58 | 55 | 3 | 5.5 | % | |||||||||||
|
||||||||||||||||
Total non-interest expense
|
$ | 5,241 | $ | 4,960 | $ | 281 | 5.7 | % | ||||||||
|
19
20
21
For the Three Months | ||||||||
Ended March 31, | ||||||||
2009 | 2008 | |||||||
|
||||||||
Balance at January 1,
|
$ | 7,224 | $ | 4,211 | ||||
|
||||||||
Charge-offs:
|
||||||||
Commercial and agricultural
|
(150 | ) | (48 | ) | ||||
Real estate mortgage
|
(61 | ) | | |||||
Real estate construction
|
(138 | ) | | |||||
Consumer
|
(180 | ) | (103 | ) | ||||
|
||||||||
Total charge-offs
|
(529 | ) | (151 | ) | ||||
|
||||||||
Recoveries:
|
||||||||
Commercial and agricultural
|
| 4 | ||||||
Real estate mortgage
|
| | ||||||
Real estate construction
|
| | ||||||
Consumer
|
53 | 49 | ||||||
|
||||||||
Total recoveries
|
53 | 53 | ||||||
|
||||||||
Net charge-offs
|
(476 | ) | (98 | ) | ||||
|
||||||||
Provision for loan losses
|
2,900 | 520 | ||||||
|
||||||||
Balance at March 31,
|
$ | 9,648 | $ | 4,633 | ||||
|
||||||||
Net charge-offs during the three-month period to average loans
|
0.13 | % | 0.03 | % | ||||
Allowance for loan losses to total loans
|
2.67 | % | 1.32 | % |
22
23
24
March 31, 2009 | December 31, 2008 | |||||||||||||||
Amount | Ratio | Amount | Ratio | |||||||||||||
Tier 1 Leverage Ratio
|
||||||||||||||||
|
||||||||||||||||
Plumas Bancorp and Subsidiary
|
$ | 54,208 | 11.8 | % | $ | 43,885 | 9.8 | % | ||||||||
Minimum regulatory requirement
|
18,303 | 4.0 | % | 17,907 | 4.0 | % | ||||||||||
Plumas Bank
|
42,036 | 9.2 | % | 43,372 | 9.7 | % | ||||||||||
Minimum requirement for
Well-Capitalized institution
under the prompt corrective
action plan
|
22,861 | 5.0 | % | 22,365 | 5.0 | % | ||||||||||
Minimum regulatory requirement
|
18,289 | 4.0 | % | 17,892 | 4.0 | % | ||||||||||
|
||||||||||||||||
Tier 1 Risk-Based Capital Ratio
|
||||||||||||||||
|
||||||||||||||||
Plumas Bancorp and Subsidiary
|
54,208 | 13.8 | % | 43,885 | 11.0 | % | ||||||||||
Minimum regulatory requirement
|
15,749 | 4.0 | % | 16,021 | 4.0 | % | ||||||||||
Plumas Bank
|
42,036 | 10.7 | % | 43,372 | 10.8 | % | ||||||||||
Minimum requirement for
Well-Capitalized institution
under the prompt corrective
action plan
|
23,587 | 6.0 | % | 23,996 | 6.0 | % | ||||||||||
Minimum regulatory requirement
|
15,725 | 4.0 | % | 15,997 | 4.0 | % | ||||||||||
|
||||||||||||||||
Total Risk-Based Capital Ratio
|
||||||||||||||||
|
||||||||||||||||
Plumas Bancorp and Subsidiary
|
59,189 | 15.0 | % | 48,919 | 12.2 | % | ||||||||||
Minimum regulatory requirement
|
31,498 | 8.0 | % | 32,042 | 8.0 | % | ||||||||||
Plumas Bank
|
47,009 | 12.0 | % | 48,399 | 12.1 | % | ||||||||||
Minimum requirement for
Well-Capitalized institution
under the prompt corrective
action plan
|
39,311 | 10.0 | % | 39,994 | 10.0 | % | ||||||||||
Minimum regulatory requirement
|
31,449 | 8.0 | % | 31,995 | 8.0 | % |
25
26
(a) |
The information required by this item was included in the Companys Form 8-K filed
on January 30, 2009.
|
||
(b) |
None.
|
||
(c) |
None.
|
27
28
29
30
31
Table of Contents
Table of Contents
First Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement for
Alvin Blickenstaff adopted on September 19, 2007, is included as Exhibit 10.64 to the
Registrants 8-K filed on September 25, 2007, which is incorporated by this reference herein.
Table of Contents
Table of Contents
32
PLUMAS BANCORP
(Registrant)
Date: May 13, 2009
/s/ Andrew J. Ryback
Andrew J. Ryback
Executive Vice President Chief Financial Officer
/s/ Douglas N. Biddle
Douglas N. Biddle
President and Chief Executive Officer
Table of Contents
33
34
35
36
Description
Table of Contents
Description
Amended and Restated Director Retirement Agreement of Alvin G. Blickenstaff dated April 19,
2000, is included as Exhibit 10.21 to the Registrants 10-QSB for June 30, 2002, which is
incorporated by this reference herein.
Consulting Agreement of Alvin G. Blickenstaff dated May 8, 2000, is included as Exhibit 10.22
to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein.
Table of Contents
Description
Table of Contents
Description
1.01 . |
Change In Control
.
Change In Control means the first to occur of any of the
following events:
|
A. |
Change In The Ownership Of The Bank
.
|
||
The date that any one person, or more than one person acting as a group, acquires
ownership of stock in the Bank that, together with stock held by such person or
group, constitutes more than fifty percent (50%) of the total fair market value
or total voting power of the stock of the Bank. For this purpose, acquisition of
additional stock of the Bank by any one person or persons acting as a group does
not constitute a Change In Control if the same person or persons are considered
to own more than fifty percent (50%) of the total fair market value or total
voting power of the stock of the Bank immediately prior to the acquisition.
|
B. |
Change In The Effective Control Of The Bank
.
|
||
The date that either:
|
1. |
Any one person, or more than one person acting as a
group, acquires (or has acquired during the twelve (12) month period ending
on the date of the most recent acquisition by such person or persons)
ownership of stock of the Bank possessing at least thirty-five percent (35%)
or more of the total voting power of the stock of the Bank; or
|
||
2. |
A majority of members of the Board is replaced during any
twelve (12) month period by directors whose appointment or election is not
endorsed by a majority of the members of the Board prior to the date of the
appointment or election.
|
C. |
Change In Ownership Of A Substantial Portion Of The Banks
Assets
.
|
||
The date that any one person, or more than one person acting as a group, acquires
(or has acquired during the twelve (12) month period ending on the date of the
most recent acquisition by such person or persons) assets from the Bank that have
a total gross fair market value equal to more than forty percent (40%) of the
total gross fair market value of the assets of the Bank immediately prior to such
acquisition or acquisitions. For this purpose, the fair market value of the
assets of the Bank shall be determined without regard to any liabilities
associated with such assets. A transfer of assets by the Bank does not
constitute a Change In Control if the assets are transferred to:
|
1. |
A person, or more than one person acting as a group, that
is a shareholder of the Bank immediately prior to the transfer in exchange
for its stock;
|
||
2. |
An entity, fifty percent (50%) or more of the total
voting power of which, is owned, directly or indirectly, by the Bank
immediately after the transfer of assets;
|
3. |
A person, or more than one person acting as a group, that
owns, directly or indirectly, fifty percent (50%) or more of the total
voting power of all of the outstanding stock of the Bank immediately after
the transfer of assets; or
|
||
4. |
An entity, at least fifty percent (50%) or more of the
voting power of which is owned, directly or indirectly, by a person
described in paragraph 3 of this subsection immediately after the transfer
of assets.
|
1.02. |
Code
.
Code shall mean the Internal Revenue Code of 1986, as amended.
|
|
1.03. |
Disability/Disabled
.
Disability or Disabled shall mean the Director: (i) is
unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any
medically determinable physical or mental impairment which can be expected to result in death
or can be expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3) months under an
accident and health plan covering employees or directors of the Bank. Medical determination
of Disability may be made by either the Social Security Administration or by the provider of
an accident or health plan covering employees or directors of the Bank provided that the
definition of disability applied under such disability insurance program complies with the
requirements of the preceding sentence. Upon the request of the plan administrator, the
Director must submit proof to the plan administrator of the Social Security Administrations
or the providers determination.
|
|
1.04. |
Election Form
means the Form attached as Exhibit 1.
|
|
1.05. |
Fees
means the total directors fees payable to the Director.
|
|
1.06. |
Specified Employee
means an employee who at the time of Termination of Service is
a key employee of the Bank, if any stock of the Bank is publicly traded on an established
securities market or otherwise. For purposes of this Agreement, an employee is a key employee
if the employee meets the requirements of Code section 416(i)(1)(A)(i), (ii), or (iii)
(applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at
any time during the twelve (12) month period ending on December 31 (the identification
period). If the employee is a key employee during an identification period, the employee is
treated as a key employee for purposes of this Agreement
during the twelve (12) month period that begins on the first day of April following the
close of the identification period.
|
1.07. |
Specified Time
.
Specified Time shall mean the date, if any, elected by the
Director on the Election Form on which payment of the Directors deferral account will
commence to the Director absent earlier payment to the Director upon one of the events
described in Article IV, V, or VI.
|
|
1.08. |
Termination of Service
.
Termination of Service shall mean the expiration of the
Directors contract, if the expiration constitutes a good faith and complete termination of
the contractual relationship. An expiration does not constitute a good faith and complete
termination of the contractual relationship if the Bank anticipants a renewal of a contractual
relationship or the Director becoming an employee of the Bank. The Bank is considered to
anticipate the renewal of the contractual relationship with the Director if it intends to
contract again for the services provided under the expired contract, and neither the Bank nor
the Director has eliminated the Director as a possible provider of services under any new
contract. Further, a Bank is considered to intend to contract again for the services provided
under an expired contract if the Banks doing so is conditioned only upon incurring a need for
the services, the availability of funds, or both.
|
|
1.09. |
Unforeseeable Financial Emergency
.
|
A. |
Unforeseeable Financial Emergency means a severe financial hardship to
a Director resulting from (i) an illness or accident of the Director, the Directors
spouse, the Directors beneficiary, or the Directors dependent (as defined in Code
section 152(a), without regard to Code section 152(b)(1), (b)(2), and (d)(1)(B));
(ii) a loss of the Directors property due to casualty (including, but not limited
to, the need to rebuild a home following damage to a home not otherwise covered by
insurance); or (iii) such other similar extraordinary and unforeseeable
circumstances arising as a result of event beyond the control of the Director, all
as determined in the sole and absolute discretion of the Bank.
|
||
B. |
Such extraordinary and unforeseeable circumstances may, depending on the
facts and circumstances, include, but are necessarily not limited to (i) imminent
foreclosure of or eviction from the Directors primary residence; (ii) the need to
pay for medical expenses, including nonrefundable deductibles, as well as the costs
of prescription drug medication; and (iii) the need to pay for the funeral expenses
of a spouse, a beneficiary, or a dependent (as defined in Code section 152(b)(1),
(b)(2), and
(d)(1)(B)). The purchase of a home and the payment of college tuition do not
constitute an Unforeseeable Financial Emergency.
|
2.01. |
Initial Election
.
The Director must complete, sign and deliver an Election Form
irrevocably electing the amount of Fees to be deferred to the Bank, and the Bank must receive
and accept such completed and signed Election Form no later than the last day of the calendar
year immediately preceding the calendar year in which the services giving rise to the Fees to
which the deferral election relates are to be performed. If the Director does not deliver an
Election Form on a timely basis with respect to a calendar year, the Director shall be deemed
to have elected to defer zero (0) Fees for such calendar year. Notwithstanding the foregoing,
in the year in which the Agreement is first implemented, the Director may make an irrevocable
election to defer Fees for services to be performed subsequent to the election within thirty
(30) days of the effective date of this Agreement, provided that such election shall only be
effective for Fees earned after the election is made.
|
|
2.02. |
Election Changes
. The Director may not modify or revoke a deferral election during
a calendar year by changing the amount of Fees deferred except in the case of an Unforeseeable
Financial Emergency pursuant to the Unforeseeable Financial Emergencies article, below. A
valid deferral election shall apply only to the calendar year specified on the applicable
Election Form. The Director must deliver an Election Form to the Bank prior to each calendar
year to defer Fees.
|
|
2.03. |
Termination Of
Participation And Deferrals
.
|
|
If the Bank determines in good faith that the
Director no longer qualifies as a member of a select
group of management or highly compensated employees,
as membership in such group is determined in
accordance with sections 201(2), 301(a)(3) and
401(a)(1) of Employee Retirement Income Security Act
of 1974, as amended (ERISA), the Bank shall have the
right, in its sole discretion, to (i) terminate any
deferral election the Director has made as of the end
of the calendar year in which the Directors status
changes; (ii) prevent the Director from making future
deferral elections; and/or, (iii) immediately
distribute the balance of the Directors Deferral
Account to a separate nonqualified deferred
compensation plan and terminate the Directors
participation in the Agreement.
|
3.01. |
Establishing and Crediting
.
The Bank shall establish a deferral account (Deferral
Account) on its books for the Director, and shall credit to the Deferral Account the following
amounts:
|
A. |
Deferrals
. The Fees deferred by the Director as of the time the
Fees would have otherwise been paid to the Director.
|
||
B. |
Interest
. On a quarterly basis and immediately prior to the
payment of any benefits, interest shall be credited to the Deferral Account with an
annual interest rate equal to the floating Wall Street Journal Prime Rate as of the
first business day of the month for such month or part thereof that interest is to
be credited minus one percent (1%) per annum. Interest on the Deferral Account
shall be compounded quarterly. Interest shall continue to accrue on the Deferral
Account until all benefits have been paid.
|
3.02. |
Statement of Accounts
.
The Bank shall provide to the Director, within one hundred
twenty (120) days after each anniversary of this Agreement, a statement setting forth the
Deferral Account balance.
|
|
3.03. |
Accounting Device Only
.
The Deferral Account is solely a device for measuring
amounts to be paid under this Agreement. The Deferral Account is not a trust fund of any
kind. The Director is a general unsecured creditor of the Bank for the payment of benefits.
The benefits represent the mere Bank promise to pay such benefits. The Directors rights to
such benefits are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by the Directors creditors.
|
4.01. |
Specified Time
.
Upon a Specified Time, the Bank shall distribute to the Director
the benefit described in this Section 4.01.
|
A. |
Amount of Benefit
. The benefit under this Section 4.01 is the
Deferral Account balance elected to be paid at the Specified Time including interest
to the time of payment as provided in Section 3.01B.
|
||
B. |
Payment of Benefit
. The Bank shall pay the benefit to the Director
in a lump sum within fifteen (15) days following the Specified Time.
|
4.02. |
Termination Benefit
.
Upon the Directors Termination of Service prior to the
Specified Time, the Bank shall distribute to the Director the benefit described in this
Section 4.02.
|
A. |
Amount of Benefit
. The benefit under this Section 4.02 is the
Deferral Account balance at the date of the Directors Termination of Service
including interest to the time of payment as provided in Section 3.01B.
|
||
B. |
Payment of Benefit
. The Bank shall pay the benefit to the
Director in a lump sum within fifteen (15) days following the Directors Termination
of Service.
|
4.03. |
Disability Benefit
.
Upon the Directors Termination of Service due to Disability
prior to the Specified Time, the Bank shall pay to the Director the benefit described in this
Section 4.03.
|
A. |
Amount of Benefit
. The benefit under this Section 4.03 is the
Deferral Account balance at the date of the Directors Termination of Service due to
Disability including interest to the time of payment as provided in Section 3.01B.
|
||
B. |
Payment of Benefit
. The Bank shall pay the benefit to the
Director in a lump sum within fifteen (15) days following the Directors Termination
of Service due to Disability.
|
4.04. |
Change of Control Benefit
.
Upon a Change of Control while the Director is in the
active service of the Bank and prior to the Specified Time, the Bank shall pay to the Director
the benefit described in this Section 4.04 in lieu of any other benefit under this Agreement.
|
A. |
Amount of Benefit
. The benefit under this Section 4.04 is the
Deferral Account balance at the date of the Change of Control including interest to
the time of payment as provided in Section 3.01B.
|
||
B. |
Payment of Benefit
. The Bank shall pay the benefit to the
Director in a lump sum within fifteen (15) days after the date of the Change of
Control.
|
4.05. |
Permissible Delays In Distribution Date
.
Notwithstanding the foregoing, payment of
the Directors Deferral Account shall be deemed to commence on the applicable payment date set
forth above under any of the following circumstances:
|
A. |
If payment commences no later than the later of (i) the last day of the
calendar year which includes the payment date; or (ii) the fifteenth
(15
th
) day of the third (3
rd
) month following the payment
date;
|
||
B. |
If calculation of the payment amount is not administratively practicable
due to events beyond the control of the Bank, provided that payment is made during
the first calendar year in which calculation of the payment is administratively
practicable; or
|
||
C. |
If the making of the payment on the applicable payment date would
jeopardize the ability of the Bank to continue as a going concern, payment commences
no later than December 31
st
of the first calendar year in which the
making of the payment would not have that effect.
|
4.06. |
Subsequent Deferrals
.
The Director may specify a later date for commencement of
payment of his or her account at a Specified Time by submitting a new Election Form to the
Bank, provided that (i) the subsequent election does not take effect for at least twelve (12)
months after it is made, (ii) the lump sum payment with respect to the subsequent election is
deferred for a period of not less than five (5) years, and (iii) any subsequent election with
respect to the timing of payment is made not less than twelve (12) months before the lump sum
payment is to commence pursuant to the prior election.
|
5.01. |
Death During Active Service
.
If the Director dies while in the active service of
the Bank and prior to the Specified Time, the Bank shall pay to the Directors beneficiary the
benefit described in this Section 5.01 and such benefit shall be in lieu of any other benefit
in this Agreement.
|
A. |
Amount of Benefit
. The benefit under Section 5.01 is the
Deferral Account balance at the time of the Directors death including interest to
the time of payment as provided in Section 3.01B.
|
||
B. |
Payment of Benefit
. The Bank shall pay the benefit in a lump sum
within fifteen (15) days following the Directors death.
|
8.01. |
Beneficiary Designations
.
The Director shall designate a beneficiary by filing a
written designation with the Bank. The Director may revoke or modify the designation at any
time by filing a new designation. However, designations will only be effective if signed by
the Director and accepted by the Bank during the Directors lifetime. The Directors
beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases
the Director, or if the Director names a spouse as beneficiary and the marriage is
subsequently dissolved. If the Director
dies without a valid beneficiary designation, all payments shall be made to the
Directors surviving spouse, if any, and if none, to the Directors surviving children
and the descendants of any deceased child by right of representation, and if no children
or descendants survive, to the Directors estate.
|
8.02. |
Facility of Payment
.
If a benefit is payable to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of his or her property, the
Bank may pay such benefit to the guardian, legal representative or person having the care or
custody of such minor, incompetent person or incapable person. The Bank may require proof of
incompetency, minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Bank from all liability with
respect to such benefit.
|
9.01. |
Claims Procedure
.
The Bank shall notify the Directors beneficiary in writing,
within ninety (90) days of his or her written application for benefits, of his or her
eligibility or noneligibility for benefits under the Agreement. If the Bank determines that
the beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1)
the specific reasons for such denial; (2) a specific reference to the provisions of the
Agreement on which the denial is based; (3) a description of any additional information or
material necessary for the claimant to perfect his or her claim, and a description of why it
is needed; and (4) an explanation of the Agreements claims review procedure and other
appropriate information as to the steps to be taken if the beneficiary wishes to have the
claim reviewed. If the Bank determines that there are special circumstances requiring
additional time to make a decision, the Bank shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made, and may extend the time
for up to an additional ninety (90) day period.
|
|
9.02. |
Review Procedure
.
If the beneficiary is determined by the Bank not to be eligible
for benefits, or if the beneficiary believes that he or she is entitled to greater or
different benefits, the beneficiary shall have the opportunity to have such claim reviewed by
the Bank by filing a petition for review with the Bank within sixty (60) days after receipt of
the notice issued by the Bank. Said petition shall state the specific reasons which the
beneficiary believes entitle him or her to benefits or to greater or different benefits.
|
|
Within sixty (60) days after receipt by the Bank of the petition, the Bank shall afford
the beneficiary (and counsel, if any) an opportunity to present
his or her position to the Bank orally or in writing, and the beneficiary (or counsel)
shall have the right to review the pertinent documents. The Bank shall notify the
beneficiary of its decision in writing within the sixty (60) day period, stating
specifically the basis of its decision, written in a manner calculated to be understood
by the beneficiary and the specific provisions of the Agreement on which the decision is
based. If, because of the need for a hearing, the sixty (60) day period is not
sufficient, the decision may be deferred for up to another sixty (60) day period at the
election of the Bank, but notice of this deferral shall be given to the beneficiary.
|
10.01. |
Amendment
.
This Agreement may be amended by the Bank and Director. However, no
amendment shall reduce the amount credited to the Directors Deferral Account as of the date
the amendment is adopted. Any amendment shall be in writing, in conformance with section 409A
of the Code and adopted by the board of directors. The Director shall be bound by the
amendment. The Bank specifically reserves the right to amend the Agreement as necessary to
comply with section 409A of the Code.
|
|
10.02. |
Termination
.
The Bank may terminate this Agreement at any time if, pursuant to a
violation of Code section 409A, continuation of the Agreement would cause benefits to be
taxable to the Director prior to actual receipt. Upon such a violation, the Bank shall
distribute the amount of the Directors Deferral Account that becomes taxable. The Bank can
also terminate this Agreement at any time and for any reason in its sole and absolute
discretion, in which event (i) all deferrals shall cease as of the end of the calendar year in
which the Agreement is terminated, and (ii) unless the Agreement is terminated under the
Termination Under Section 409A paragraph below, the Directors Deferral Account balance shall
be paid at the time and in the manner otherwise specified in this Agreement. Although the
Bank anticipates that it will continue this Agreement for an indefinite period of time, there
is no guarantee that the Bank will continue this Agreement or will not terminate this
Agreement at any time in the future.
|
|
10.03. |
Termination Under Section 409A
.
Notwithstanding anything to the contrary in this
Agreement, this Agreement may be terminated by the Bank, or its successor, in the following
circumstances:
|
A. |
Within thirty (30) days before or twelve (12) months after a change in
ownership or effective control of the Bank, or in the ownership of a substantial
portion of the assets of the Bank as described in section 409A(2)(A)(v) of the Code,
provided that all
distributions are made no later than twelve (12) months following such
termination of this Agreement and further provided that all the Banks
arrangements which are substantially similar to this Agreement are terminated so
all participants in similar arrangements are required to receive all amounts of
compensation deferred under the terminated arrangements within twelve (12) months
of such terminations;
|
B. |
Upon the Banks dissolution or with the approval of a bankruptcy court
provided that the amounts deferred under this Agreement are included in the
Directors gross income in the latest of (i) the calendar year in which this
Agreement terminates; (ii) the calendar year in which the amount is no longer
subject to a substantial risk of forfeiture; or (iii) the first calendar year in
which the distribution is administratively practical; or
|
||
C. |
Upon the Banks termination of this Agreement and all other arrangements
that would be aggregated with this Agreement pursuant to Treasury regulation section
1.409A-1(c) if any of the participants participated in such arrangements (Similar
Arrangements), provided that (i) the termination and liquidation does not occur
proximate to the downturn in the financial health of the Bank; (ii) all termination
distributions are made no earlier than twelve (12) months and no later than
twenty-four (24) months following such termination; and (iii) the Bank does not
adopt any new arrangement that would be a Similar Arrangement for a minimum of three
(3) years following the date the Bank takes all necessary action to irrevocably
terminate and liquidate this Agreement.
|
For purposes of this paragraph, the Bank shall include any corporation that is a member
of a controlled group of corporations (as defined in Code section 414(b)) that includes
the Bank and any trade or business (whether or not incorporated) that is under common
control (as defined in Code section 414(c)) with the Bank. The Bank may distribute the
vested Deferral Account, as determined as of the date of the termination of this
Agreement, to any of the participants in a lump sum subject to the above terms.
Notwithstanding anything in this Agreement to the contrary, the Director acknowledges and
agrees that any benefit otherwise payable hereunder may be reduced by reason of the
lawful order of any regulatory agency or body having jurisdiction over the Bank,
including, but not limited to, the Board of Governors of the Federal Reserve System and
Federal Deposit Insurance Corporation.
|
11.01. |
Binding Effect
.
This Agreement shall bind the Director and the Bank, and their
beneficiaries, survivors, executors, administrators and transferees.
|
|
11.02. |
No Guaranty of Employment
.
This Agreement is not a contract for services. It does
not give the Director the right to remain a director of the Bank, nor does it interfere with
the shareholders rights to replace the Director. It also does not require the Director to
remain a director nor interfere with the Directors right to terminate services at any time.
|
|
11.03. |
Non-Transferability
.
Benefits under this Agreement cannot be sold, transferred,
assigned, pledged, attached or encumbered in any manner.
|
|
11.04. |
Tax Withholding
.
The Bank shall withhold any taxes that are required to be withheld
from the benefits provided under this Agreement.
|
|
11.05. |
Applicable Law
.
The Agreement and all rights hereunder shall be governed by the
laws of California, except to the extent preempted by the laws of the United States of
America.
|
|
11.06. |
Unfunded Arrangement
.
The Director and beneficiary are general unsecured creditors
of the Bank for the payment of benefits under this Agreement. The benefits represent the mere
promise by the Bank to pay such benefits. The rights to benefits are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Director. Any insurance on the Directors life
is a general unpledged, unrestricted asset of the Bank to which the Director and beneficiary
have no preferred or secured claim. Furthermore, such insurance shall not be deemed to be
held under any trust for the benefit of the Director or his or her beneficiaries or to be
security for the performance of the obligation of Bank under this Agreement.
|
DIRECTOR | PLUMAS BANK | |||||||
|
||||||||
/s/ Alvin Blickenstaff
|
By: | D. N. Biddle | ||||||
|
|
|||||||
|
President & CEO |
A. |
PERSONAL INFORMATION.
|
Social Security Number:
|
|||
|
|||
Address:
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
Telephone Number:
|
|||
|
B. |
ACKNOWLEDGEMENTS AND AGREEMENTS.
|
|
I hereby acknowledge and agree that I have received a copy of the Agreement setting forth
the terms and provisions of the Agreement, and I further acknowledge and agree to all of
such terms and provisions. I understand that my deferrals are subject to Section 409A of
the Internal Revenue Code of 1986, as amended.
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C. |
BENEFICIARY DESIGNATION
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I hereby designate the following beneficiary to receive any benefit payable on account of
my death under the Agreement, subject to my right to change this designation and subject
to the terms of the Agreement:
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1. |
Primary Beneficiary
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Name:
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Address:
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Telephone Number:
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Relationship to Director:
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% of Deferral Account:
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Date of Birth:
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Social Security Number:
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Name:
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Address:
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Telephone Number:
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Relationship to Director:
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% of Deferral Account:
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Date of Birth:
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Social Security Number:
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2. |
Contingent Beneficiary (will receive indicated portions of Deferral
Account if no primary beneficiary survives the Director)
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Name:
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Address:
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Telephone Number:
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Relationship to Director:
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% of Deferral Account:
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Date of Birth:
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Social Security Number:
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If there is more than ONE contingent beneficiary, please list below:
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Name:
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Address:
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Telephone Number:
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Relationship to Director:
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% of Deferral Account:
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Date of Birth:
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Social Security Number:
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D. |
DEFERRAL AMOUNT.
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I hereby irrevocably elect to reduce my fees by the amount(s) or percentage(s) indicated
below. I understand and acknowledge as follows:
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1. |
This election will be irrevocable for the calendar year indicated below
unless I experience an unforeseeable financial emergency, as defined in the
Agreement, and I elect to change or revoke it;
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2. |
This election shall apply to fees that I would otherwise receive during
the calendar year beginning after the date of this election (unless this is my first
election after becoming eligible to participate in the Agreement in which case I
will have 30 days from the date of my eligibility to make
my election to defer compensation earned after I make my election).
I must
submit a new deferral election form on a timely basis to defer fees for any
future calendar year;
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4. |
This election relates only to services performed and amounts earned by me
in the calendar year indicated below commencing after the date hereof;
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5. |
A contribution credit equal to my fee reduction election will be made
under the Agreement for my benefit;
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6. |
My election must be in whole percentages; and
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7. |
The fee deferral payouts are fully taxable to me in the year I receive
them and that applicable employment taxes may be taken out of my deferrals as
appropriate.
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The above rules may be illustrated by the following example:
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Example. You previously elected to receive your Specified Time benefits on January 2,
2012. You do not believe you will need your benefits at that time. On or before January
1, 2011, you can file an election to defer your single lump sum payment from occurring on
January 2, 2012 to occurring on January 2, 2017, or a later Specified Time.
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1. |
Effective
(
must be at least 12 months from the date of
this election
), I hereby elect to have the single lump sum that would otherwise
begin being paid on
paid on
. (
must be at least five
years after scheduled payment date
).
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2. |
Effective
(
must be at least 12 months from the date of
this election
), I hereby elect to have the single lump sum that would otherwise
begin being paid on
paid on
. (
must be at least five
years after scheduled payment date
).
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3. |
Effective
(
must be at least 12 months from the date of
this election
), I hereby elect to have the single lump sum that would otherwise
begin being paid on
paid on
. (
must be at least five
years after scheduled payment date
).
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G. |
DIRECTOR SIGNATURE.
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My signature below indicates my agreement and understanding that any election I make on
this form is subject to all the terms and conditions contained in the Agreement. I
hereby acknowledge having received a copy of the Agreement setting forth the terms and
provisions of the Agreement.
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H. |
BANK APPROVAL.
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2
3
4
5
Indemnitee | Plumas Bancorp | |||||||||
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By:
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By: | |||||||||
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Its: |
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6
TO:
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, President | |
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Plumas Bancorp | |
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35 S. Lindan Avenue | |
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Quincy, California 95971 |
7
2
3
4
5
6
INDEMNITEE | PLUMAS BANK | |||||||||
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By:
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By: | |||||||||
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Its: |
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7
TO:
|
, President | |
|
Plumas Bancshares | |
|
35 S. Lindan Avenue | |
|
Quincy, California 95971 |
1. |
I have reviewed this report on Form 10-Q of Plumas Bancorp;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
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4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants most recent
fiscal quarter (the registrants fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect,
the registrants internal control over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors (or persons
performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrants ability to record, process, summarize and
report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal control over
financial reporting.
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Date: May 13, 2009 | /s/ Andrew Ryback | |||
Andrew J. Ryback, Chief Financial Officer |
1. |
I have reviewed this report on Form 10-Q of Plumas Bancorp;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants most recent
fiscal quarter (the registrants fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect,
the registrants internal control over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors (or persons
performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrants ability to record, process, summarize and
report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal control over
financial reporting.
|
Date: May 13, 2009 | /s/ D. N. Biddle | |||
Douglas N. Biddle, Chief Executive Officer |
1) |
such Quarterly Report on Form 10-Q of the Company for the three months
ended March 31, 2009, fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
|
2) |
the information contained in such Quarterly Report on Form 10-Q of the
Company for the three months ended March 31, 2009, fairly presents, in all material
respects, the financial condition and results of operations of Plumas Bancorp.
|
Date: May 13, 2009 | /s/ Andrew Ryback | |||
Andrew J. Ryback, Chief Financial Officer |
1) |
such Quarterly Report on Form 10-Q of the Company for the three months
ended March 31, 2009, fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
|
2) |
the information contained in such Quarterly Report on Form 10-Q of the
Company for the three months ended March 31, 2009, fairly presents, in all material
respects, the financial condition and results of operations of Plumas Bancorp.
|
Date: May 13, 2009 | /s/ D. N. Biddle | |||
Douglas N. Biddle, Chief Executive Officer |