UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported) May 26, 2006
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American River Bankshares
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(Exact name of registrant as specified in its chapter)
California 0-31525 68-0352144
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(State or other jurisdiction (Commission (IRS Employer
Of incorporation) File Number) Identification No.)
3100 Zinfandel Drive, Suite 450, Rancho Cordova, California 95670
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 231-6700
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Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Solicitation 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))
Page 1 of 137 Pages
The Index to Exhibits is on Page 3
Item 1.01. Entry into a Material Definitive Agreement.
On May 24, 2006, the registrants Board of Director's approved changes to the
following Plans and/or Agreements to comply with the requirements of Section
409A of the Internal Revenue Code of 1986, as amended, and to clarify certain
provisions of the Plans and/or Agreements:
a) American River Bankshares Deferred Fee Agreement;
b) American River Bankshares Deferred Compensation Plan;
c) Employment Agreement between American River Bankshares and
David T. Taber;
d) Employment Agreement between Bank of Amador, a division of
American River Bank and Larry D. Standing;
e) Salary Continuation Agreement between Bank of Amador, a
division of American River Bank and Larry D. Standing;
f) Director Retirement Agreement between Bank of Amador, a
division of American River Bank and Larry D. Standing;
g) Salary Continuation Agreement between American River
Bankshares and David T. Taber;
h) Salary Continuation Agreement between American River Bank and
Douglas E. Tow; and
i) Salary Continuation Agreement between American River Bank and
Mitchell A. Derenzo.
The foregoing description is qualified by reference to the Agreements attached
as Exhibit 99.1 through Exhibit 99.9.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
(99.1) American River Bankshares Deferred Fee Agreement.
(99.2) American River Bankshares Deferred Compensation Plan.
(99.3) Employment Agreement between American River Bankshares and David T.
Taber.
(99.4) Employment Agreement between Bank of Amador, a division of American
River Bank and Larry D. Standing.
(99.5) Salary Continuation Agreement between Bank of Amador, a division of
American River Bank and Larry D. Standing.
(99.6) Director Retirement Agreement between Bank of Amador, a division of
American River Bank and Larry D. Standing.
(99.7) Salary Continuation Agreement between American River Bankshares and
David T. Taber.
(99.8) Salary Continuation Agreement between American River Bank and Douglas
E. Tow.
(99.9) Salary Continuation Agreement between American River Bank and Mitchell
A. Derenzo.
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.
AMERICAN RIVER BANKSHARES
/s/ MITCHELL A. DERENZO
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May 26, 2006 Mitchell A. Derenzo, Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description Page
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99.1 American River Bankshares Deferred Fee
Agreement. 4-12
99.2 American River Bankshares Deferred
Compensation Plan. 13-33
99.3 Employment Agreement between American
River Bankshares and David T. Taber. 34-45
99.4 Employment Agreement between Bank of
Amador, a division of American River Bank
and Larry D. Standing. 46-57
99.5 Salary Continuation Agreement between Bank
of Amador, a division of American River Bank
and Larry D. Standing. 57-78
99.6 Director Retirement Agreement between Bank
of Amador, a division of American River Bank
and Larry D. Standing. 79-94
99.7 Salary Continuation Agreement between American
River Bankshares and David T. Taber. 95-109
99.8 Salary Continuation Agreement between American
River Bank and Douglas E. Tow. 110-123
99.9 Salary Continuation Agreement between American
River Bank and Mitchell A. Derenzo. 124-137
3