EXHIBIT 10.1 EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and effective as of this 8th day of March, 2006, by and among United Security Bank, a California state-chartered bank (“Bank”), and United Security Bancshares, a California corporation (‘Bancshares”), (collectively “Company”) and Dennis R. Woods (“Employee”), with respect to the following facts:

          ACCORDINGLY, on the basis of the representations, warranties and covenants contained herein, the parties hereto agree as follows:

                    1.1      Employment and Effective Date . The Company hereby employs Employee as the President and Chief Executive Officer of Bancshares and Bank, and Employee hereby accepts such employment, on the terms and conditions set forth below, to perform during the term of the Agreement such services as are required hereunder.

                    The effective date of this Agreement shall be the date of execution by both parties hereof; provided, however, that the term shall commence January 1, 2006. (See paragraph 3.1, below.)

                    1.2      Duties . Employee shall render such management services to Company, and shall perform such duties and acts, in each case consistent with his position as President and Chief Executive Officer, as reasonably may be required by the Company’s Boards of Directors (collectively “Board”) in connection with any aspect of the Company’s business. Employee will have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder.

                    1.3      Service to Others . During the period in which Employee is employed by Company, Employee shall devote substantially all of his productive time, ability and attention to, and shall diligently and conscientiously use his best efforts to further, the Company’s business, and shall not, without the prior written consent of the Board, perform such services for any person other than the Company, which would materially interfere with the performance of his duties hereunder. Notwithstanding the foregoing provisions of this paragraph 1.3, while Employee is employed by Company, he may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not inhibit or prohibit the performance of Employee’s duties under this Agreement, or conflict in any material way with the business or interests of the Company; provided, however, that Employee shall report to the Board on an annual basis all positions held with any other business, civic or charitable organization.

                    1.4      Place of Performance . In connection with his employment with Company, Employee will be based at the principal executive offices of the Company, located in Fresno, California.

          2.      COMPENSATION

                    2.1      Compensation . As consideration for the services which Employee renders hereunder, Employee shall be entitled to the following:

                              (a)     Effective January 1, 2006, an annual base salary of $360,000, less federal and state income tax withholding and other applicable payroll withholdings, payable in installments consistent with the payment practices generally applicable to employees of the Company; provided, however, that such annual base salary may be increased as determined solely by the Board at an evaluation meeting to be held during the first quarter of each year of this Agreement.

                              (b)     Executive Incentive Compensation. In general, the Company believes that superior performance of Executive should be rewarded and encouraged by incentive compensation. Executive shall be entitled each year of this Agreement to four percent (4%) of the after tax net income of the Company as reported yearly on a consolidated basis for each year of the term of employment. Such incentive compensation is subject to the Bank receiving satisfactory CAMEL ratings on both the Safety and Soundness Examinations and the Compliance Examinations that are the most recent as of the payment of such incentive compensation. Subject to the foregoing, Executive shall be authorized to receive a draw on the incentive compensation on a quarterly basis throughout the year. During the term of this Agreement, Employee may be paid up to 20% of the expected annual incentive compensation following the filing of the 10-Q for each respective quarter based on the unaudited quarterly results as contained in the Bancshares’ 10-Q for that quarter, with a true up and final payment at the time of the finalization of the year end financial statements of the Company. However no quarterly payment as described above, shall exceed 25% of the expected annual incentive compensation pursuant to Bancshares budget. The year-end payment shall be conditioned upon the receipt of the audited financial statement for the Company for the year-end. If the Company does not realize net income in a quarter then Executive shall not be authorized to receive incentive compensation for that quarter. In the event that Company has over advanced on the incentive compensation to Executive in any year, then Executive’s incentive compensation for the following year shall be reduced by the amount of the over advanced and Executive shall not be entitled to any quarterly advances on the incentive compensation until the over advance is repaid in its entirety through the net income of the Company.

                              (c)     Bancshares has granted Employee stock options to acquire 25,000 shares of Bancshares common stock effective February 6, 2006 at closing price of February 6, 2006. The Board may grant Employee additional stock options as determined solely by the Board at an evaluation meeting to be held during the first quarter of each year of this Agreement.

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                              (d)     In addition to any other benefits agreements specific to Employee, participation in all benefit plans or programs sponsored by Company, including, without limitation, participation in any group health, medical reimbursement, dental, disability, accidental death or dismemberment or life insurance plan (the costs, including premiums, of which shall by paid exclusively by Company), vacation and sick leave; provided that the plan and programs shall be maintained by Company on terms no less favorable to Employee than those plans and programs in effect on the date hereof.

                              (e)     Reimbursement of reasonable and documented expenses incurred by Employee from time to time in the performance of his duties hereunder including but not limited to entertainment, meals, travel, cellular phone, and expenses associated with participation on Company’s Board of Directors.

                              (f)     Six (6) weeks paid vacation per year, and all paid holidays observed by Company during the first year of this Agreement. During the second year, six (6) weeks and two (2) days paid vacation per year, and all paid holidays observed by Company during the second year of this Agreement. During the third year and successive years, seven (7) weeks paid vacation per year, and all paid holidays observed by Company during the third year of this Agreement. In scheduling vacations, Employee shall take into consideration the needs and activities of the Company.

                              (g)     Use of a Bank owned automobile for business and personal use, together with all reasonable expenses for insurance, fuel, maintenance, repair and registration. Employee shall keep a log detailing personal use of such automobile and shall have included in his Form 1099, the value of such personal use.

                              (h)     All initiation fees and membership dues associated with the Employee’s membership in the San Joaquin Country Club.

                              (i)     The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless Employee and his heirs, estate, executors and administrators against any costs, losses, claims, suites proceedings, damages or liabilities to which Employee may become subject which arise out of, are based upon or relate to Employee’s employment by Company (and any predecessor to Company), or the Employee’s service as an officer or member of the Board of Directors of Company (or any predecessor to Company), including without limitation the advance of legal or other expenses reasonably incurred by Employee in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and Employee shall be covered under such insurance to the same extent as other senior management employees of the Company.

          Not withstanding anything to the contrary contained herein, Employee shall not be entitled to the payment of any severance benefit to the extent that such payment shall be deemed a “golden parachute payment” as defined in Section 359. l(f) of the Federal Deposit Insurance Corporation Rules and Regulations.

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                    2.2      Illness . Subject to the limitations contained in paragraph 3.2, if Employee shall be unable to render the services required hereunder on account of personal injuries or physical or mental illness that do not result in total disability, he shall continue to receive all payments provided injuries in this Agreement; provided, however, that any such payments may, at the sole option of the Company, be reduced by any amount that the Employee receives for the period covered by such payments as disability compensation under insurance policies, if any, maintained by the Company or under government programs.

                    2.3      Key Man and Disability Insurance . The Company shall have the right to obtain and hold a “keyman” life insurance policy on the life of Employee and/or a disability insurance policy with the Company as the beneficiary of the policy. Employee agrees to provide any information required for the issuance of such policy and submit himself to any physical examination required for such policy.

          3.      TERM OF EMPLOYMENT AND TERMINATION

                    3.1      Term . Unless sooner terminated pursuant to paragraph 3.2 of this Agreement, the term of employment hereunder shall be for a three year period commencing January 1, 2006. The term shall be automatically extended at the end of each year for an additional year so that at all times this Agreement shall be for a term of three years unless either party provides written notice of nonrenewal of this Agreement to the other party prior to January 1 of the next year.

                    3.2      Duties Upon Termination .

                              (a)     In the event that employment under this Agreement is terminated, neither Company nor Employee shall have any remaining duties or obligations hereunder, except that (i) Employee shall continue to be bound by paragraph 4 of this Agreement and (ii) in the event that such employment is terminated (A) by Company for any reason other than “for cause” (as defined below) or (B) by Employee with “just reason” (as defined below), the Company shall pay or provide to Employee, or his estate, (I) a lump sum payment, not later than 5 days after such termination of employment, equal to 24 months of Employee’s then base salary at the time of termination and (II) participation in all benefit plans and programs sponsored by the Company for executive officers in general, all as set forth in paragraph 2.1(d) for 24 months following termination.

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