Business Context and Reporting Period
Company: Plumas Bancorp (PLBC)
Filing Type: Form 8-K (Current Report)
Date of Report: August 22, 2025
Event: Entry into Material Definitive Agreements regarding executive compensation.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on the terms of executive employment agreements.
Material Changes
On August 22, 2025, Plumas Bancorp and its subsidiary, Plumas Bank, amended and restated Change in Control (CIC) Agreements with five executive officers: Richard Belstock (CFO), Mathew Moseley (Market President), Aaron Boigon (CIO), Jeff Moore (CCO), and Jack Prescott (CBO). The primary material change is an increase in the cash severance benefit component from 12 months to 18 months of annual base salary, aligning with an offer letter for Mr. Moseley dated January 28, 2025.
Agreement Terms and Provisions
- Triggering Events: Benefits apply if an Executive is terminated without "cause" or resigns for "good reason" within 24 months following a "change in control."
- Severance Package:
- Lump sum payment equal to 18 months of annual base salary.
- Unpaid annual incentive bonus for the prior calendar year.
- Prorated portion of the average cash bonus over the preceding three fiscal years.
- Reimbursement of COBRA insurance premiums for up to 18 months.
- Conditions: Benefits are subject to the Executive executing a release of claims and may be reduced to avoid federal excise taxes under Section 280G of the Internal Revenue Code.
- Restrictive Covenants: Executives agree not to misappropriate trade secrets, divert business, or solicit employees for 12 months post-termination.
- Term: Initial term ends December 31, 2028, with automatic one-year renewals unless terminated with 60 days' notice. If a change in control is announced, the agreement renews for an additional year and terminates on the second anniversary of the transaction closing.
Investor Verification Checklist
- Review the full text of the Change in Control Agreement (Exhibit 10.1) for specific definitions of "cause," "good reason," and "change in control."
- Verify the Schedule of Executive Officers (Exhibit 10.2) to confirm the specific parties involved.
- Assess the potential financial impact of the increased severance liability (18 months vs. 12 months) on future cash flows in the event of a merger or acquisition.
- Confirm whether the Section 280G "golden parachute" tax provisions will significantly reduce the net payout to executives.