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EXHIBIT 99.2
AMERICAN RIVER BANK
SALARY CONTINUATION AGREEMENT
THIS SALARY CONTINUATION AGREEMENT (this "Agreement") is made
and
entered into this 3rd day of January, 2007, by and between American
River Bank,
a California chartered, FDIC-insured bank with its main office in
Sacramento,
California (the "Bank") and Gregory N. Patton (the
"Executive").
WHEREAS, the Bank is a wholly-owned subsidiary of American
River
Bankshares, a California corporation and bank holding company
registered under
the Bank Holding Company Act of 1956, as amended, ("AMRB");
WHEREAS, the Executive has contributed substantially to the success
of
the Bank, and the Bank desires that the Executive continue in its
employ;
WHEREAS, to encourage the Executive to remain an employee of the
Bank,
the Bank is willing to provide salary continuation benefits to the
Executive,
which the Bank will pay from its general assets;
WHEREAS, none of the conditions or events included in the
definition of
the term "golden parachute payment" that is set forth in
ss.18(k)(4)(A) of the
Federal Deposit Insurance Act [12 U.S.C. ss.1828(k)(4)(A)] exists
or, to the
best knowledge of the Bank, is contemplated by this Agreement
insofar as the
Bank is concerned;
WHEREAS, the Bank and its Board of Directors have consulted with
and
have been advised by representatives of Meyer-Chatfield Corporation
regarding
compliance with applicable requirements of bank regulatory agencies
having
jurisdiction over the Bank pertaining to this Agreement including
the Bank's
acquisition, ownership, control and title to and all rights and
benefits under
one or more policies of insurance that the Bank may elect to
purchase in
connection with this Agreement, including, without limitation,
Bulletin 2000-23
issued by the Office of the Comptroller of the Currency and
pronouncements by
the Board of Governors of the Federal Reserve System and the
Federal Deposit
Insurance Corporation related thereto;
WHEREAS, it is the intent of the parties hereto that this Agreement
be
considered an unfunded arrangement maintained primarily to provide
supplemental
retirement benefits for the Executive, and to be considered a
nonqualified
benefit plan for purposes of the Employee Retirement Income
Security Act of
1974, as amended ("ERISA"); and
WHEREAS, the Executive is fully advised of the Bank's financial
status
and the fact that the Executive has no interest in or rights under
any insurance
policies the Bank may elect to purchase in connection with this
Agreement.
NOW, THEREFORE, in consideration of the foregoing promises and
other
good and valuable consideration, the receipt and sufficiency of
which are hereby
acknowledged, the Executive and the Bank hereby agree as
follows:
17
<PAGE>
Article 1
Definitions
The following words and phrases used in this Agreement have the
meanings specified:
1.1 "Change in
Control" means, with respect to the Executive, the
occurrence of a "Change in Control Event" described in Section
1.1.1 with
respect to a corporation that is a "Service Recipient" as defined
in Section
1.1.4. The term "Change in Control" as defined in this Section 1.1
is intended
to comply with all relevant provisions of Proposed Treasury
Regulation Section
1.409A-3(g)(5) relating to changes in the ownership or effective
control of a
corporation and changes in the ownership of a substantial portion
of the assets
of a corporation.
1.1.1 A
"Change in Control Event" occurs on the date any of the
following events occur:
(a) Any one
person, or more than one person acting as a
group ("Person"), acquires ownership of stock of a
corporation that, together with stock previously held
by such Person, raises the total ownership from less
than 50 percent of the total fair market value or
total voting power of such corporation to more than
50 percent of such value or power.
(b) Any Person
acquires, during the 12-month period
ending on the date of the most recent acquisition,
ownership of 35 percent or more of the total voting
power of the stock of a corporation, without regard
to the stock owned by the Person before the
commencement of the 12-month period.
(c) A majority
of the members of a corporation's board of
directors is replaced in a 12-month period by
directors who were not endorsed by a majority of the
board prior to the election or appointment of each
director.
(d) Any Person
acquires, during the 12-month period
ending on the date of the most recent acquisition,
assets from a corporation with a gross fair market
value equal to or more than 40 percent of the total
gross fair market value of all the assets of such
corporation prior to such acquisition or
acquisitions. Gross fair market value shall be
determined without regard to any liabilities
associated with the assets. However, this subsection
(d) shall not apply to the transfer of assets: (i) to
an entity that is controlled by the shareholders of
such corporation immediately after the transfer; (ii)
to a shareholder of such corporation with respect to
the shareholder's stock or in exchange for more
stock; (iii) to an entity of which such corporation
owns 50 percent or more of the total value or voting
power immediately after the transaction; (iv) to a
Person that owns, directly or indirectly, 50 percent
or more of the total value or voting power of all the
outstanding stock of such corporation immediately
following the transaction; or (v) to an entity, at
least 50 percent of the total value or voting power
of which is owned immediately following the
transaction, directly or indirectly, by a Person
which owns directly or indirectly, 50 percent or more
of the total value or voting power of all the
outstanding stock of such corporation.
1.1.2 If
any Person controls a corporation under paragraph (a) or
(b) of Section 1.1.1, the acquisition of additional control by the
same Person
shall not cause a Change in Control.
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<PAGE>
1.1.3
Persons will be considered to be acting as a group in
accordance with the provisions of Proposed Treasury Regulation
Section
1.409A-3(g)(5)(vii)(C). For example, Persons will not be considered
to be acting
as a group solely because they purchase or own stock of a
corporation at the
same time, or as a result of the same public offering. However,
Persons will be
considered to be acting as a group if they are owners of a
corporation that
enters into a merger, consolidation, purchase or acquisition of
stock, or
similar business transaction with a Service Recipient. Furthermore,
if a person,
including an entity, owns stock in both corporations that enter
into a merger,
consolidation, purchase or acquisition of stock, or similar
transaction, such
shareholder is considered to be acting as a group with other
shareholders in
each corporation prior to the transaction giving rise to the change
and not with
respect to the ownership interest in the merged corporation.
1.1.4 The
term "Service Recipient" includes all of the following:
(i) the corporation for which the Executive performs services
(relating to the
compensation deferred under this Agreement) at the time of a Change
in Control
Event; (ii) any corporation liable to pay deferred compensation
under this
Agreement; (iii) any corporation which owns more than 50 percent of
the total
fair market value and total voting power of any corporation
described in clause
(i) or (ii); and (iv) any corporation in a chain of corporations in
which each
corporation owns more than 50 percent of the total fair market
value and total
voting power of another corporation in the chain ending in a
corporation
described in clause (i) or (ii).
1.2 "Code"
means the Internal Revenue Code of 1986, as amended.
1.3
"Disability" shall have the meaning given such term in any
policy of disability insurance maintained by the Bank for the
benefit of
employees including the Executive; provided that the Executive
must, by reason
of any medically determinable physical or mental impairment that
can be expected
to result in death or to last for a continuous period of at least
12 months (i)
be unable to engage in any substantial gainful activity or (ii)
receive income
replacement benefits for a period of at least three months under an
accident and
health plan covering other employees of the Bank.
1.4 "Early
Termination" means the Termination of Employment before
Normal Retirement Age for reasons other than death, Disability,
Termination for
Cause or following a Change in Control.
1.5 "Early
Termination Date" means the month, day and year in
which Early Termination occurs.
1.6 "Effective
Date" means January 1, 2007.
1.7
"Intentional," shall mean an act or failure to act on the
Executive's part that is not in good faith and is without a
reasonable belief
that the action or failure to act is in the best interests of the
Bank. No act
or failure to act on the part of the Executive shall be deemed to
have been
intentional if it was due primarily to an error in judgment or
negligence.
1.8 "Normal
Retirement Age" means the Executive's 65th birthday.
1.9 "Normal
Retirement Date" means the date on which the
Termination of Employment occurs after the Executive attains the
Normal
Retirement Age.
1.10
"Plan Year" means a twelve-month period commencing on January
1st, and ending on the last day of December of each year. The
initial Plan Year
shall commence on the Effective Date of this Agreement.
1.11
"Termination for Cause" shall mean the occurrence of any one
or more of the following:
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<PAGE>
(a) the
willful, intentional and material breach of duty
by the Executive in the course of his employment;
(b)
the habitual and continued neglect by the Executive
of his employment duties and obligations under this Agreement;
(c) the
Executive's willful and intentional violation of
any State of California or federal banking laws, or of the Bylaws,
rules,
policies or resolutions of Bank or AMRB and their respective
subsidiaries, or of
the rules or regulations of the Board of Governors of the Federal
Reserve
System, California Department of Financial Institutions or the
Federal Deposit
Insurance Corporation, or other regulatory agency or governmental
authority
having jurisdiction over Bank or AMRB;
(d) the
determination by a state or federal banking
agency or governmental authority having jurisdiction over Bank or
AMRB that the
Executive is not suitable to act in the capacity for which he is
employed by
Bank;
(e) the
Executive is convicted of any felony or a crime
involving moral turpitude or commits a fraudulent or dishonest
act;
(f) the
Executive discloses without authority any secret
or confidential information concerning Bank, AMRB or their
respective
subsidiaries or takes any action which the Bank's Board of
Directors determines,
in its sole discretion and subject to good faith, fair dealing
and
reasonableness, constitutes unfair competition with or induces any
customer to
breach any contract with Bank, AMRB or their respective
subsidiaries; or
(g) the
Executive breaches the terms or provisions of
this Agreement.
1.12
"Termination of Employment" means that the Executive ceases to
be employed by the Bank or any affiliate of the Bank for any reason
whatsoever,
other than by reason of a leave of absence approved by the Bank or
such
affiliate.
Article 2
Lifetime Benefits
2.1 Normal
Retirement Benefit. Upon Termination of Employment on
or after the Normal Retirement Age for reasons other than death,
the Bank shall
pay to the Executive the benefit described in this Section 2.1 in
lieu of any
other benefit under this Agreement.
2.1.1
Amount of Benefit. The annual benefit under this Section 2.1
is Fifty Thousand Dollars ($50,000).
2.1.2
Payment of Benefit. The Bank shall pay the annual benefit
under Section 2.1 of this Agreement to the Executive in 12 equal
monthly
installments payable on the first day of each month commencing with
the month
following the Executive's Normal Retirement Date. The annual
benefit shall be
paid to the Executive for ten (10) years.
2.2 Early
Termination Benefit. Upon Early Termination the Bank
shall pay to the Executive the benefit described in this Section
2.2 in lieu of
any other benefit under this Agreement.
2.2.1
Amount of Benefit. The annual benefit under this Section 2.2
is the Early Termination Benefit amount set forth on Schedule A for
the Plan
Year ending immediately prior to the Early Termination Date.
20
<PAGE>
2.2.2
Payment of Benefit. The Bank shall pay the annual benefit
under Section 2.2 of this Agreement to the Executive in 12 equal
monthly
installments payable on the first day of each month commencing with
the month
following the Early Termination Date. The annual benefit shall be
paid to the
Executive for ten (10) years.
2.3 Disability
Benefit. Upon Termination of Employment due to
Disability before Normal Retirement Age, the Bank shall pay to the
Executive the
benefit described in this Section 2.3 in lieu of any other benefit
under this
Agreement.
2.3.1
Amount of Benefit. The annual benefit under this Section 2.3
is the Disability Annual Benefit amount set forth on Schedule A for
the Plan
Year ending immediately prior to the date on which the Termination
of Employment
occurs.
2.3.2
Payment of Benefit. The Bank shall pay the Disability Benefit
to the Executive in 12 equal monthly installments payable on the
first day of
each month commencing with the month following Termination of
Employment due to
Disability. The annual benefit shall be paid to the Executive for
ten (10)
years.
2.4 Change in
Control Benefit. If during the active service of the
Executive with the Bank, and within a period of two (2) years
following
consummation of a Change in Control, (i) the Executive's employment
is
terminated in connection with the Change in Control or (ii) without
the
Executive's consent and in connection with the Change in Control
there occurs
(A) any adverse change in the nature and scope of the Executive's
salary or
benefits, or (B) any event which reasonably constitutes a
constructive
termination (by resignation or otherwise) of the Executive's
employment, then
the Bank shall pay to the Executive the benefit described in this
Section 2.4 in
lieu of any other benefit under this Agreement.
2.4.1
Amount of Benefit: The annual benefit under this
Section 2.4 is the Change in Control Benefit amount set forth in
Schedule A for
the Plan Year ending immediately prior to the date on which the
Termination of
Employment occurs.
2.4.2
Payment of Benefit: ARB shall pay the Change in
Control benefit under Section 2.4 of this Agreement to the
Executive in 12 equal
monthly installments payable on the first day of each month
commencing with the
seventh (7th) month following the occurrence of any event described
in clause
(i) or (ii) of Section 2.4. The annual benefit shall be paid to the
Executive
for ten (10) years.
Article 3
Death Benefits
3.1 Death
During Active Servic






