PLUMAS BANCORP
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(Exact name of registrant as specified in its charter)
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California
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000-49883
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75-2987096
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(State or other jurisdiction of
incorporation) |
(Commission File Number)
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(IRS Employer Identification No.)
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5525 Kietzke Lane, Suite 100 Reno, NV
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89511
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(Address of principal executive offices)
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(Zip Code)
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Not Applicable
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(Former name or former address, if changed since last report.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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PLBC
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NASDAQ Capital Market
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Number
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Description
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10.1
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10.2
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10.3
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10.4
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10.5
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Plumas Bancorp
(Registrant) |
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Date: February 1, 2022
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By:
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/s/ Richard Belstock
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Name: Richard. Belstock
Title: Chief Financial Officer |
Number
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Description
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10.1
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Amendment to Salary Continuation Agreement of Andrew J. Ryback dated February 1, 2022
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10.2
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Amendment to Salary Continuation Agreement of Richard Belstock dated February 1, 2022
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10.3
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Amendment to Salary Continuation Agreement of BJ North dated February 1, 2022
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10.4
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Amendment to Salary Continuation Agreement of Jeffery Moore dated February 1, 2022
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10.5
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Amendment to Salary Continuation Agreement of Aaron Boigon dated February 1, 2022
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104
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Cover Page Interactive Data File
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Exhibit 10.1
PLUMAS BANK
SALARY CONTINUATION AGREEMENT
ANDREW J. RYBACK
WHEREAS, Plumas Bank (hereinafter "Employer") established the Plumas Bank Executive Salary Continuation Agreement originally effective August 23, 2005, with an Amended and Restated Executive Salary Continuation Agreement, effective December 17, 2008 (hereinafter "Agreement"), for Andrew J. Ryback (hereinafter "Executive"); and
WHEREAS, the Employer's intention is to have the Agreement comply with Internal Revenue Code Section 409A (hereinafter "IRC 409A) and provide certain benefits to the Executive in the form of supplemental retirement deferred compensation payments which shall commence upon the certain events within the Executive's Agreement; and
WHEREAS, the Employer now wishes to amend the Agreement to increase the supplemental retirement deferred compensation annual benefit, which is in line with the desires of the Employer and the associated Employer's Board of Directors as it relates to the benefit provided for within the Agreement; and
WHEREAS, Article 15, Amendment, Section 15.10, Amendments, of the Agreement provides the Bank with the authority to amend and modify the Agreement with the consent of the Executive, evidenced through their execution of such amendment.
NOW THEREFORE, the Employer, pursuant to the authority within the Agreement and consent of the Executive, does hereby amend the Agreement as follows:
Article 1, Terms and Definitions, Section 1.02, Annual Benefit, is hereby deleted in its entirety and revised to read as follows:
"1.02 Annual Benefit. The term "Annual Benefit" shall mean an annual sum of one hundred forty thousand dollars ($140,000) multiplied by the Applicable Percentage (defined below) and then reduced to the extent required: (i) under the other provisions of this Agreement; (ii) by reason of the lawful order of any regulatory agency or body having jurisdiction over the Employer; and (iii) in order for the Employer to properly comply with any and all applicable state and federal laws, including, but limited to, income, employment and disability income tax laws (e.g., FICA, FUTA, SDI). "
IN WITNESS WHEREOF, the Bank has executed this Amendment on the 1st day of February 2022.
Plumas Bank
By: /s/ Richard Belstock
Richard Belstock, Executive Vice President and Chief Financial Officer
Date: 2/1/2022
Andrew J. Ryback
By: /s/ Andrew Ryback
Title: President and Chief Executive Officer
Date: 2/1/2022
Exhibit 10.2
2022 AMENDMENT
PLUMAS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR Richard Belstock
WHEREAS, Plumas Bank (hereinafter referred to as “Bank”) established the Plumas Bank Supplemental Executive Retirement Agreement (hereinafter referred to as “Agreement”) for a select group of Bank employees representing a select group of management or highly compensated employees with an effective date of April 1, 2016; and
WHEREAS, the Agreement provides for the participation of Richard Belstock (hereinafter referred to as "Executive"); and
WHEREAS, the Agreement provides certain benefits to the Executive, or the Executive Executive's beneficiary (ies) as applicable, in the form of a supplemental retirement benefit payment which shall occur upon certain events provided for within the Agreement and pursuant to the Executive’s participation in the Agreement; and
WHEREAS, the Bank and the Executive now wish to amend the Agreement by increasing the “Amount of Benefit” provided for within Table A of the Agreement which is in line with the desires of the Bank, the Executive and the associated Bank's Board of Directors; and
WHEREAS, Article 9, Amendments and Termination, subsection 8.1, Amendments, of the Agreement document provides for the modification of the Agreement through the execution of an amendment by the Bank and the Executive; and
WHEREAS, it is the intent of the Bank and the Executive to amend the Agreement pursuant to the authority granted in Article 9 of the Agreement and evidenced by the Bank and Executive’s execution below.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which shall not be questioned, the Bank and the Executive do hereby amend the Agreement as follows:
1) Table A, Retirement Benefit, “Annual benefit equal to $54,000 per year (“Annual Benefit”)” within column titled Amount of Benefit, is deleted in its entirety, and replaced with the following:
“Annual Benefit equal to $88,500 per year (“Annual Benefit”).”
2) All other provisions of the Agreement shall remain in full force and in effect as presently written.
IN WITNESS WHEREOF, the Bank and the Executive have acknowledged they have carefully read this 2022 Amendment and has executed an original on this the 1st day of February 2022, to be immediately effective upon the execution herein below.
Plumas Bank
By: /s/ Andrew Ryback
Andrew Ryback, President and Chief Executive Officer
Date: 2/1/2022
Richard Belstock
By: /s/ Richard Belstock
Title: Executive Vice President and Chief Financial Officer
Date: 2/1/2022
Exhibit 10.3
2022 AMENDMENT
PLUMAS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR BJ North
WHEREAS, Plumas Bank (hereinafter referred to as “Bank”) established the Plumas Bank Supplemental Executive Retirement Agreement (hereinafter referred to as “Agreement”) for a select group of Bank employees representing a select group of management or highly compensated employees with an effective date of April 1, 2016; and
WHEREAS, the Agreement provides for the participation of BJ North (hereinafter referred to as "Executive"); and
WHEREAS, the Agreement provides certain benefits to the Executive, or the Executive Executive's beneficiary (ies) as applicable, in the form of a supplemental retirement benefit payment which shall occur upon certain events provided for within the Agreement and pursuant to the Executive’s participation in the Agreement; and
WHEREAS, the Bank and the Executive now wish to amend the Agreement by increasing the “Amount of Benefit” provided for within Table A of the Agreement which is in line with the desires of the Bank, the Executive and the associated Bank's Board of Directors; and
WHEREAS, Article 9, Amendments and Termination, subsection 8.1, Amendments, of the Agreement document provides for the modification of the Agreement through the execution of an amendment by the Bank and the Executive; and
WHEREAS, it is the intent of the Bank and the Executive to amend the Agreement pursuant to the authority granted in Article 9 of the Agreement and evidenced by the Bank and Executive’s execution below.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which shall not be questioned, the Bank and the Executive do hereby amend the Agreement as follows:
1) Table A, Retirement Benefit, “Annual benefit equal to $48,000 per year (“Annual Benefit”)” within column titled Amount of Benefit, is deleted in its entirety, and replaced with the following:
“Annual Benefit equal to $82,500 per year (“Annual Benefit”).”
2) All other provisions of the Agreement shall remain in full force and in effect as presently written.
IN WITNESS WHEREOF, the Bank and the Executive have acknowledged they have carefully read this 2022 Amendment and has executed an original on this the 1st day of February 2022, to be immediately effective upon the execution herein below.
Plumas Bank
By: /s/ Andrew Ryback
Andrew Ryback, President and Chief Executive Officer
2/1/2022
BJ North
By: /s/ BJ North
Title: Executive Vice President and Chief Banking Officer
2/1/2022
Exhibit 10.4
2022 AMENDMENT
PLUMAS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR Jeffery Moore
WHEREAS, Plumas Bank (hereinafter referred to as “Bank”) established the Plumas Bank Supplemental Executive Retirement Agreement (hereinafter referred to as “Agreement”) for a select group of Bank employees representing a select group of management or highly compensated employees with an effective date of April 1, 2020 and
WHEREAS, the Agreement provides for the participation of Jeff Moore (hereinafter referred to as "Executive"); and
WHEREAS, the Agreement provides certain benefits to the Executive, or the Executive Executive's beneficiary (ies) as applicable, in the form of a supplemental retirement benefit payment which shall occur upon certain events provided for within the Agreement and pursuant to the Executive’s participation in the Agreement; and
WHEREAS, the Bank and the Executive now wish to amend the Agreement by increasing the “Amount of Benefit” provided for within Table A of the Agreement which is in line with the desires of the Bank, the Executive and the associated Bank's Board of Directors; and
WHEREAS, Article 9, Amendments and Termination, subsection 8.1, Amendments, of the Agreement document provides for the modification of the Agreement through the execution of an amendment by the Bank and the Executive; and
WHEREAS, it is the intent of the Bank and the Executive to amend the Agreement pursuant to the authority granted in Article 9 of the Agreement and evidenced by the Bank and Executive’s execution below.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which shall not be questioned, the Bank and the Executive do hereby amend the Agreement as follows:
1) Table A, Retirement Benefit, “Annual benefit equal to $65,000 per year (“Annual Benefit”)” within column titled Amount of Benefit, is deleted in its entirety, and replaced with the following:
“Annual Benefit equal to $80,000 per year (“Annual Benefit”).”
2) All other provisions of the Agreement shall remain in full force and in effect as presently written.
IN WITNESS WHEREOF, the Bank and the Executive have acknowledged they have carefully read this 2022 Amendment and has executed an original on this the 1st day of February 2022, to be immediately effective upon the execution herein below.
Plumas Bank
By: /s/ Andrew Ryback
Andrew Ryback, President and Chief Executive Officer
Date: 2/1/2022
Jeffery Moore
By: /s/ Jeffery Moore
Title: Title: Executive Vice President and Chief Credit Officer
Date: 2/1/2022
Exhibit 10.5
2022 AMENDMENT
PLUMAS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR Aaron Boigon
WHEREAS, Plumas Bank (hereinafter referred to as “Bank”) established the Plumas Bank Supplemental Executive Retirement Agreement (hereinafter referred to as “Agreement”) for a select group of Bank employees representing a select group of management or highly compensated employees with an effective date of April 1, 2019; and
WHEREAS, the Agreement provides for the participation of Aaron Boigon (hereinafter referred to as "Executive"); and
WHEREAS, the Agreement provides certain benefits to the Executive, or the Executive Executive's beneficiary (ies) as applicable, in the form of a supplemental retirement benefit payment which shall occur upon certain events provided for within the Agreement and pursuant to the Executive’s participation in the Agreement; and
WHEREAS, the Bank and the Executive now wish to amend the Agreement by increasing the “Amount of Benefit” provided for within Table A of the Agreement which is in line with the desires of the Bank, the Executive and the associated Bank's Board of Directors; and
WHEREAS, Article 9, Amendments and Termination, subsection 8.1, Amendments, of the Agreement document provides for the modification of the Agreement through the execution of an amendment by the Bank and the Executive; and
WHEREAS, it is the intent of the Bank and the Executive to amend the Agreement pursuant to the authority granted in Article 9 of the Agreement and evidenced by the Bank and Executive’s execution below.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which shall not be questioned, the Bank and the Executive do hereby amend the Agreement as follows:
1) Table A, Retirement Benefit, “Annual benefit equal to $65,000 per year (“Annual Benefit”)” within column titled Amount of Benefit, is deleted in its entirety, and replaced with the following:
“Annual Benefit equal to $80,000 per year (“Annual Benefit”).”
2) All other provisions of the Agreement shall remain in full force and in effect as presently written.
IN WITNESS WHEREOF, the Bank and the Executive have acknowledged they have carefully read this 2022 Amendment and has executed an original on this the 1st day of February 2022, to be immediately effective upon the execution herein below.
Plumas Bank
By: /s/ Andrew Ryback
Andrew Ryback, President and Chief Executive Officer
Date: 2/1/2022
Aaron Boigon
By: /s/ Aaron Boigon
Title: Executive Vice President and Chief Information Officer
Date: 2/1/2022