American River Bankshares (NASDAQ:AMRB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.

(e)(3) On December 21, 2016, the Board of Directors of the
registrant, American River Bankshares, approved the Twelfth
Amendment to the American River Bankshares 2005 Executive Annual
Incentive Plan (the Plan). The Eleventh Amendment modifies
Attachment A of the Plan by setting the performance metrics and
the weightings for 2017, and Attachment B of the Plan, Funding
Thresholds. The ROE Relative to Peers and the Loan Growth
Relative to Peers are tied to the peer group determined on an
annual basis by the Companys Compensation Committee. The ROE
Relative to Internal Target has been reset to the budget for
2017. The Eleventh Amendment sets the performance metrics and the
weightings for 2017 for the incentive compensation plan as
follows:

The following weightings were assigned to the metrics for the
Chief Executive Office:

The following weightings were assigned to the metrics for the
Chief Financial Officer and the Chief Credit Officer:

The following weightings were assigned to the metrics for the
Chief Operating Officer:

*If this metric is met the weighting will drop to 10% for Quality
of Bank Performance and the payout for ROE Relative to Internal
Target will increase from 32.50% to 42.50%.

The minimum Funding Threshold (Attachment B of the Plan), remains
a Quality of Bank Performance. Attaining the minimum Funding
Threshold is required to attain incentive compensation for any of
the metrics.

The targeted incentive as a percent of salary would be as
follows:

Item 8.01. Other Events.

Registrant issued a press release December 22, 2016 announcing
the appointment of Jeffery Owensby to both the American River
Bankshares and its subsidiary American River Bank Board. The
foregoing description is qualified by reference to the press
release attached here to as Exhibit 99.1.

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The target for the ROE Relative to Peers and Loan Growth Relative
to Peers is the 50^th percentile and would result in
attaining 100% of the available payout. Attaining the
30^th percentile would result in a payout of 50% of the
available payout and attaining the 75^th percentile
would result in a payout of 150% of the available payout. Results
achieved between the minimum and maximum would result in a pro
rata share of the incentive available.

The ROE Relative to Internal Target metric minimum is set at 85%
of the target and results in incentive compensation equal to 50%
of the available payout. The maximum for this metric is set at
120% of the target and results in incentive compensation equal to
a 150% of the available payout for this metric. Results achieved
between the minimum and maximum would result in a pro rata share
of the incentive available.

The foregoing is qualified in its entirely and should be read in
conjunction with the Plan, incorporated by reference from Exhibit
99.1 to the Registrants Report on Form 8-K, filed with the
Commission on October 27, 2005, the First Amendment thereto,
incorporated by reference from Exhibit 99.1 to the Registrants
Report on Form 8-K, filed with the Commission on March 17, 2006,
the Second Amendment thereto, incorporated by reference from
Exhibit 99.1 to the Registrants Report on Form 8-K, filed with
the Commission on March 23, 2007, the Third Amendment thereto,
incorporated by reference from the Registrants Report on Form
8-K, filed with the Commission on February 22, 2008, the Fourth
Amendment thereto, incorporated by reference from the Registrants
Report on Form 8-K, filed with the Commission on March 20, 2009,
the Fifth Amendment thereto, incorporated by reference from the
Registrants Report on Form 8-K, filed with the Commission on
March 17, 2010, the Sixth Amendment thereto, incorporated by
reference from the Registrants Current Report on Form 8-K, filed
with the Commission on March 17, 2011, the Seventh Amendment
thereto, incorporated by reference from the Registrants Current
Report on Form 8-K, filed with the Commission on February 16,
2012, the Eighth Amendment thereto, incorporated by reference
from the Registrants Current Report on Form 8-K, filed with the
Commission on January 31, 2013, the Ninth Amendment thereto,
incorporated by reference from the Registrants Current Report on
Form 8-K, filed with the Commission on January 16, 2014, the
Tenth Amendment thereto, incorporated by reference from the
Registrants Current Report on Form 8-K, filed with the Commission
on January 27, 2015, and the Eleventh Amendment thereto,
incorporated by reference from the Registrants Current Report on
Form 8-K, filed with the Commission on January 22, 2016.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

(99.1)Press release dated December 22, 2016

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