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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 1, 2022
 
 
PLUMAS BANCORP
   
 
(Exact name of registrant as specified in its charter)
   
 
California
 
000-49883
 
75-2987096
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
5525 Kietzke Lane, Suite 100 Reno, NV
 
89511
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (775) 786-0907
 
Not Applicable
   
 
(Former name or former address, if changed since last report.)
   
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging Growth Company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
PLBC
NASDAQ Capital Market
 
 
 
 
 
 
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 
On February 1, 2022, the Salary Continuation Agreement of Mr. Andrew J. Ryback, President and Chief Executive Officer of the Registrant and Plumas Bank was amended to increase the maximum annual benefit from $125,000 to $140,000. On this same date the Salary Continuation Agreements of Mr. Richard Belstock, Executive Vice President and Chief Financial Officer of the Registrant and Plumas Bank, Ms. BJ North, Executive Vice President and Chief Banking Officer of Plumas Bank, Mr. Jeffery Moore, Executive Vice President and Chief Credit Officer of Plumas Bank and Mr. Aaron Boigon, Executive Vice President and Chief Information Officer of Plumas Bank were amended to increase their maximum annual benefit to $88,500, $82,500, $80,000 and $80,000, respectively
 
Item 9.01 Exhibits
 
Number
Description
10.1
10.2
10.3
10.4
10.5
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Plumas Bancorp
(Registrant)
     
Date: February 1, 2022
By: 
/s/  Richard Belstock
     
   
Name: Richard. Belstock
Title: Chief Financial Officer
 
 
 
EXHIBIT INDEX
 
 
Number
Description
10.1
Amendment to Salary Continuation Agreement of Andrew J. Ryback dated February 1, 2022
10.2
Amendment to Salary Continuation Agreement of Richard Belstock dated February 1, 2022
10.3
Amendment to Salary Continuation Agreement of BJ North dated February 1, 2022
10.4
Amendment to Salary Continuation Agreement of Jeffery Moore dated February 1, 2022
10.5
Amendment to Salary Continuation Agreement of Aaron Boigon dated February 1, 2022
104
Cover Page Interactive Data File
 
 

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