FIRST AMENDMENT TO THE PLUMAS BANK AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENTEmployee Benefits Plan Agreement |
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EXHIBIT 10.70
PLUMAS
BANK
Amended and Restated Director Retirement Agreement
Amended and Restated Director Retirement Agreement
FIRST AMENDMENT
TO THE
PLUMAS BANK
AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENT
DATED MAY 10, 2000
FOR
GERALD W. FLETCHER
TO THE
PLUMAS BANK
AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENT
DATED MAY 10, 2000
FOR
GERALD W. FLETCHER
THIS FIRST AMENDMENT is adopted this
9 th
day of October, 2007, effective as of January 1, 2005, by and
between Plumas Bank, located in Quincy, California (the
“Company”) and Gerald W. Fletcher (the
“Director”).
The Company and the Director executed
the Director Retirement Agreement on May 13, 1998 effective as
of March 1, 1998 and amended and restated it on May 10,
2000 (the “Agreement”).
The undersigned hereby amends the
Agreement for the purpose of bringing the Agreement into compliance
with Section 409A of the Internal Revenue Code. Therefore, the
following changes shall be made:
The following Section 1.1.6a
shall be added to the Agreement immediately following Section
1.1.6:
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1.1.6a
“Specified Employee” means a key employee (as defined
in Section 416(i) of the Code without regard to paragraph 5
thereof) of the Company if any stock of the Company is publicly
traded on an established securities market or otherwise.
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| Section 1.1.7 of the Agreement shall be deleted in its entirety and replaced by the following: | |||
| 1.1.7 | “Termination of Service” means the termination of the Director’s service with the Company for reasons other than death. Whether a Termination of Service takes place is determined based on the facts and circumstances surrounding the termination of the Director’s service and whether the Company and the Director intended for the Director to provide significant services for the Company following such termination. | ||
The following Section 1.1.8a shall be added to the
Agreement immediately following Section 1.1.8:
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1.1.8a
“Unforeseeable Emergency” means a severe financial
hardship to the Director resulting from an illness or accident of
the Director, the Director’s spouse, or the Director’s
dependent (as defined in Section 152(a) of the Code), loss of the
Director’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Director.
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PLUMAS
BANK
Amended and Restated Director Retirement Agreement
Amended and Restated Director Retirement Agreement
Section 2.1.3 of the Agreement shall be deleted in its
entirety.
Section 2.2.2 of the Agreement shall be deleted in its
entirety and replaced by the following:
| 2.2.2 | Payment of Benefit. The Company shall pay the annual benefit to the Director in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following Termination of Service. The Company shall pay the annual benefit to the Director for twelve (12) years. | ||
| Section 2.2.3 of the Agreement shall be deleted in its entirety. | |||
| Section 2.3.2 of the Agreement shall be deleted in its entirety and replaced by the following: |
| 2.3.2 | Payment of Benefit. The Company shall pay the annual benefit to the Director in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following Termination of Service. The Company shall pay the annual benefit to the Director for twelve (12) years. |
The following Section 2.3.3 shall be added to the Agreement
immediately following Section 2.3.2:
| 2.3.3 | Excess Parachute Payments . Notwithstanding any provision of this Agreement to the contrary, and to the extent allowed by Code Section 409A, if any distribution(s) made under this Section 2.3 would be treated as an “excess parachute payment” under Code Section 280G, the Company shall reduce such distribution(s) to the extent necessary to avoid treating the distribution(s) as an excess parachute payment. |
The following Section 2.4 shall be added to the Agreement
immediately following Section 2.3.3:
| 2.4 | Hardship Distribution. The Company may make a hardship distribution under the circumstances described in Section 2.4.1 below. Any such distribution shall require the adjustment described in Section 2.4.2 to any amounts to be paid under Sections 2.1, 2.2 or 2.3 or Article 3. |
| 2.4.1 | Application for and Amount of Hardship Distribution. If an Unforeseeable Emergency occurs, the Director may petition the Board to receive a distribution from the Agreement (a “Hardship Distribution”). The Board in its sole discretion may grant such petition. If granted, the Director shall receive, within sixty (60) days, a Hardship Distribution from the Agreement (i) only to the extent deemed necessary by the Board to remedy the Unforeseeable Emergency, plus an amount necessary to pay taxes reasonably anticipated as a result of the distribution; and |
PLUMAS
BANK
Amended and Restated Director Retirement Agreement
Amended and Restated Director Retirement Agreement
| (ii)after taking into account the extent to which suc |
