Oak Valley Bancorp (NASDAQ:OVLY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Oak Valley Bancorp (NASDAQ:OVLY) 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 of this Current Report is incorporated by reference
into this Item 1.01.

Item 5.02.

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

First Amendment to 2008 Salary Continuation Agreement with
Christopher M. Courtney and 2016 Salary Continuation
Agreement

Oak Valley Bancorp (the Company) and Christopher
M. Courtney, who is the Companys President and Chief Executive
Officer (Courtney), entered into an Amended and
Restated Salary Continuation Agreement effective January 1, 2008
(the 2008 Courtney Agreement). Under the 2008
Courtney Agreement, the Company would make maximum annual
payments of $85,000 for 20 years following his retirement at the
age of 62.

The 2008 Courtney Agreement was amended by that First Amendment
as of July 1, 2016 (the Courtney First
Amendment). The 2008 Courtney Agreement continues to be
effective, as amended by the Courtney First Amendment. The
Company and Courtney also entered into a 2016 Salary Continuation
Agreement effective as of July 1, 2016 (the 2016 Courtney
Agreement).

The purpose of the Courtney First Amendment and the 2016 Courtney
Agreement was to reduce the term of the benefits payable under
the 2008 Courtney Agreement from a term of 20 years to 15 years.
The descriptions of the Courtney First Amendment and the 2016
Courtney Agreement contained herein are qualified in their
entirety by this reference to the Courtney First Amendment and
2016 Courtney Agreement that are filed herewith as exhibits 10.1
and 10.2 and incorporated herein.

Courtney First Amendment Accrual Balance. As of June 30,
2016, the Company had accrued a balance of $625,291 (the
Courtney Accrual Balance) for benefits to be
paid under the 2008 Courtney Agreement. As of July 1, 2016, the
Company will cease principal accruals under the 2008 Courtney
Agreement. The Courtney Accrual Balance will be credited interest
at an annual rate of 4.5% compounded monthly until December 31,
2021 and during any payment period.

Courtney First Amendment Payment of Benefits. The Courtney
First Amendment revised the benefits under the 2008 Courtney
Agreement as follows:

If a termination of Courtneys employment occurs on or after
the age of 62 for reasons other than death (Normal
Retirement), the Company will pay one-twelfths of
$98,298 to Courtney in equal monthly installments payable
on the first day of each month starting with the
61st month following the termination and
continuing for 120 months (the Courtney 10-Year
Benefit).

If a termination of Courtneys employment occurs before the
age of 62 for reasons other than death, disability, for
cause, or following a change-in-control (collectively, an
Early Retirement), the Company will pay a
certain lump sum amount of the Courtney Accrual Balance at
that time, as set forth on Schedule A to the Courtney First
Amendment (the Courtney Lump Sum Amount).

If Courtney terminates his employment due to a disability
before the age of 62, the Company will pay a certain
Courtney Lump Sum Amount.

If there is a change-in-control of the Company, followed
by a termination of employment before the age of 62
within 24 months of the change-in-control (a
Change-in-Control Termination), the
Company will pay the Courtney 10-Year Benefit.

If Courtney dies prior to his termination of employment,
the Company will pay a certain Courtney Lump Sum Amount
to Courtneys beneficiary in lieu of any other benefit.

If Courtney dies following his termination of employment,
the Company will pay Courtneys beneficiary the same
amounts as the Company would have paid Courtney.

2016 Courtney Agreement. The primary benefits under the
2016 Courtney Agreement are:

If a termination of Courtneys employment occurs under
Normal Retirement, the Company will pay (i) one-twelfths
of $104,000 in equal monthly installments during the
first 60 months following the termination, and (ii)
one-twelfths of $5,702 in equal monthly installments
during the 120 months following the initial 60-month
period ((i) and (ii) are the
New
Courtney Benefit).

If a termination of Courtneys employment occurs before
the age of 62 for reasons other than death, disability,
for cause, or within 24 months of a change-in-control
(collectively, an Early Termination),
the Company will pay an early termination benefit shown
on Schedule A to the 2016 Courtney Agreement for the plan
year ending immediately prior to the termination in lieu
of any other benefit.

If a termination of Courtneys employment occurs before
the age of 62 for reasons other than death and following
a disability, the Company will pay a disability benefit
shown on Schedule A to the 2016 Courtney Agreement for
the plan year ending immediately prior to the termination
in lieu of any other benefit.

If there is a change-in-control of the Company, followed
by a Change-In-Control Termination, the Company will pay
the New Courtney Benefit.

If Courtney dies prior to his termination of employment,
the Company will pay Courtneys beneficiary the death
benefit shown on Schedule A to the 2016 Courtney
Agreement for the plan year ending immediately prior to
the death in lieu of any other benefit.

If Courtney dies while receiving payments, the Company
will pay Courtneys beneficiary any outstanding amounts as
the Company would have paid Courtney.

First Amendment to 2008 Salary Continuation Agreement with
Richard A. McCarty and 2016 Salary Continuation Agreement

The Company and Richard A. McCarty, who is the Companys Senior
Executive Vice President, Chief Operating Officer and Secretary
(McCarty), entered into an Amended and
Restated Salary Continuation Agreement effective January 1,
2008 (the 2008 McCarty Agreement). Under the
2008 McCarty Agreement, the Company would make maximum annual
payments of $65,000 for 20 years following his retirement at
the age of 62.

The 2008 McCarty Agreement was amended by that First Amendment
as of July 1, 2016 (the McCarty First
Amendment). The 2008 McCarty Agreement continues to be
effective, as amended by the McCarty First Amendment. The
Company and McCarty also entered into a 2016 Salary
Continuation Agreement effective as of July 1, 2016 (the
2016 McCarty Agreement).

The purpose of the McCarty First Amendment and the 2016 McCarty
Agreement was to reduce the term of the benefits payable under
the 2008 McCarty Agreement from a term of 20 years to 15 years.
The descriptions of the McCarty First Amendment and the 2016
McCarty Agreement contained herein are qualified in their
entirety by this reference to the McCarty First Amendment and
2016 McCarty Agreement that are filed herewith as exhibits 10.3
and 10.4 and incorporated herein.

McCarty First Amendment Accrual Balance. As of June
30, 2016, the Company had accrued a balance of $474,646 (the
McCarty Accrual Balance) for benefits to be
paid under the 2008 McCarty Agreement. As of July 1, 2016,
the Company will cease principal accruals under the 2008
McCarty Agreement. The McCarty Accrual Balance will be
credited interest at an annual rate of 4.5% compounded
monthly until December 31, 2021 and during any payment
period.

McCarty First Amendment Payment of Benefits. The
McCarty First Amendment revised the benefits under the 2008
McCarty Agreement as follows:

If a termination of McCartys employment occurs under a
Normal Retirement, the Company will pay one-twelfths of
$74,616 to McCarty in equal monthly installments
payable on the first day of each month starting with
the 61st month following the termination and
continuing for 120 months (the McCarty 10-Year
Benefit).

If a termination of McCartys employment occurs under an
Early Retirement, the Company will pay a certain lump
sum amount of the McCarty Accrual Balance at that time,
as set forth on Schedule A to the McCarty First
Amendment (the McCarty Lump Sum
Amount).

If McCarty terminates his employment due to a
disability before the age of 62, the Company will pay a
certain McCarty Lump Sum Amount.

If there is a change-in-control of the Company,
followed by a Change-In-Control Termination, the
Company will pay the McCarty 10-Year Benefit.

If McCarty dies prior to his termination of employment,
the Company will pay a certain McCarty Lump Sum Amount
to McCartys beneficiary in lieu of any other benefit.

If McCarty dies following his termination of
employment, the Company will pay McCartys beneficiary
the same amounts as the Company would have paid
McCarty.

2016 McCarty Agreement. The primary benefits under the
2016 McCarty Agreement are:

If a termination of McCartys employment occurs under
Normal Retirement, the Company will pay (i)
one-twelfths of $80,000 in equal monthly installments
during the first 60 months following the termination,
and (ii) one-twelfths of $5,384 in equal monthly
installments during the 120 months following the
initial 60-month period ((i) and (ii) are the
New McCarty Benefit).

If a termination of McCartys employment occurs under an
Early Termination, the Company will pay an early
termination benefit shown on Schedule A to the
2016McCarty Agreement for the plan year ending
immediately prior to the termination in lieu of any
other benefit.

If a termination of McCartys employment occurs before
the age of 62 for reasons other than death and
following a disability, the Company will pay a
disability benefit shown on Schedule A to the
2016McCarty Agreement for the plan year ending
immediately prior to the termination in lieu of any
other benefit.

If there is a change-in-control of the Company,
followed by a Change-In-Control Termination, the
Company will pay the New McCarty Benefit.

If McCarty dies prior to his termination of
employment, the Company will pay McCartys beneficiary
the death benefit shown on Schedule A to the
2016McCarty Agreement for the plan year ending
immediately prior to the death in lieu of any other
benefit.

If McCarty dies while receiving payments, the Company
will pay McCartys beneficiary any outstanding amounts
as the Company would have paid McCarty.

First Amendment to 2008 Salary Continuation Agreement
with Michael J. Rodrigues and 2016 Salary Continuation
Agreement

The Company and Michael J. Rodrigues, who is the Companys
Executive Vice President and Chief Credit Officer
(Rodrigues), entered into an Amended and
Restated Salary Continuation Agreement effective January 1,
2008 (the 2008 Rodrigues Agreement). Under
the 2008 Rodrigues Agreement, the Company would make
maximum annual payments of $50,000 for 20 years following
his retirement at the age of 62.

The 2008 Rodrigues Agreement was amended by that First
Amendment as of July 1, 2016 (the Rodrigues First
Amendment). The 2008 Rodrigues Agreement continues
to be effective, as amended by the Rodrigues First
Amendment. The Company and Rodrigues also entered into a
2016 Salary Continuation Agreement effective as of July 1,
2016 (the 2016 Rodrigues Agreement).

The purpose of the Rodrigues First Amendment and the 2016
Rodrigues Agreement was to reduce the term of the benefits
payable under the 2008 Rodrigues Agreement from a term of
20 years to 15 years. The descriptions of the Rodrigues
First Amendment and the 2016 Rodrigues Agreement contained
herein are qualified in their entirety by this reference to
the Rodrigues First Amendment and 2016 Rodrigues Agreement
that are filed herewith as exhibits 10.5 and 10.6 and
incorporated herein.

Rodrigues First Amendment Accrual Balance. As of
June 30, 2016, the Company had accrued a balance of $92,640
(the Rodrigues Accrual Balance) for
benefits to be paid under the 2008 Rodrigues Agreement. As
of July 1, 2016, the Company will cease principal accruals
under the 2008 Rodrigues Agreement. The Rodrigues Accrual
Balance will be credited interest at an annual rate of 4.5%
compounded monthly until Rodrigues reaches the age of 67
and during any payment period.

Rodrigues First Amendment Payment of Benefits. The
Rodrigues First Amendment revised the benefits under the
2008 Rodrigues Agreement as follows:

If a termination of Rodriguess employment occurs
under Normal Retirement, the Company will pay
one-twelfths of $27,470 to Rodrigues in equal monthly
installments payable on the first day of each month
starting with the 61st month following the
termination and continuing for 120 months (the
Rodrigues 10-Year Benefit).

If a termination of Rodriguess employment occurs
under an Early Retirement, the Company will pay a
certain lump sum amount of the Rodrigues Accrual
Balance at that time, as set forth on Schedule A to
the Rodrigues First Amendment (the Rodrigues
Lump Sum Amount).

If Rodrigues terminates his employment due to a
disability before the age of 62, the Company will pay
a certain Rodrigues Lump Sum Amount.

If there is a change-in-control of the Company,
followed by a Change-in-Control Termination, the
Company will pay the Rodrigues 10-Year Benefit.

If Rodrigues dies prior to his termination of
employment, the Company will pay a certain Rodrigues
Lump Sum Amount to Rodriguess beneficiary in lieu of
any other benefit.

If Rodrigues dies following his termination of
employment, the Company will pay Rodriguess
beneficiary the same amounts as the Company would
have paid Rodrigues.

2016 Rodrigues Agreement. The primary benefits
under the 2016 Rodrigues Agreement are:

If a termination of Rodriguess employment occurs
under Normal Retirement, the Company will pay (i)
one-twelfths of $61,125 in equal monthly
installments during the first 60 months following
the termination, and (ii) one-twelfths of $33,655
in equal monthly installments during the 120 months
following the initial 60-month period ((i) and (ii)
are the New Rodrigues Benefit).

If a termination of Rodriguess employment occurs
under an Early Termination, the Company will pay an
early termination benefit shown on Schedule A to
the 2016 Rodrigues Agreement for the plan year
ending immediately prior to the termination in lieu
of any other benefit.

If a termination of Rodriguess employment occurs
before the age of 62 for reasons other than death
and following a disability, the Company will pay a
disability benefit shown on Schedule A to the 2016
Rodrigues Agreement for the plan year ending
immediately prior to the termination in lieu of any
other benefit.

If there is a change-in-control of the Company,
followed by a Change-In-Control Termination, the
Company will pay the New Rodrigues Benefit.

If Rodrigues dies prior to his termination of
employment, the Company will pay Rodriguess
beneficiary the death benefit shown on Schedule A
to the 2016 Rodrigues Agreement for the plan year
ending immediately prior to the death in lieu of
any other benefit.

If Rodrigues dies while receiving payments under
the 2016 Rodrigues Agreement, the Company will pay
Rodriguess beneficiary any outstanding amounts as
the Company would have paid Rodrigues.

2016 Salary Continuation Agreement with Jeffrey
Gall

Effective July 1, 2016, the Company and Jeffrey Gall, who
is the Companys Senior Vice President and Chief Financial
Officer (Gall), entered into a 2016
Salary Continuation Agreement (the Gall
Agreement). The description of the Gall
Agreement contained herein is qualified in its entirety
by this reference to the Gall Agreement that is filed
herewith as exhibit 10.7 and incorporated herein.

Payment of Benefits under the Gall Agreement. The
Company will pay the following benefits to Gall under
these conditions:

If a termination of Galls employment occurs under
Normal Retirement, the Company will pay $61,125
annually to Gall for 15 years in equal monthly
installments starting with the month following the
termination.

If a termination of Galls employment occurs under
an Early Termination, the Company will pay an early
termination benefit shown on Schedule A to the Gall
Agreement for the plan year ending immediately
prior to the termination in lieu of any other
benefit.

If a termination of Galls employment occurs before
the age of 62 for reasons other than death and
following a disability, the Company will pay a
disability benefit shown on Schedule A to the Gall
Agreement for the plan year ending immediately
prior to the termination in lieu of any other
benefit.

If there is a change-in-control of the Company,
followed by a Change-In-Control Termination, the
Company will pay $61,125 annually to Gall for 15
years in equal monthly installments starting with
the month following the termination.

If Gall dies prior to his termination of
employment, the Company will pay Galls
beneficiary a death benefit shown on Schedule A
to the Gall Agreement for the plan year ending
immediately prior to Galls death.

If Gall dies while receiving payments and while
outstanding amounts remain under the Gall
Agreement, the Company will pay Galls beneficiary
the same amounts as the Company would have paid
Gall.

2016 Salary Continuation Agreements No
Benefits

No benefits will be paid to Courtney, McCarty,
Rodrigues, or Gall under their 2016 Salary Continuation
Agreements if any of them (i) were terminated for
cause, (ii) commits suicide within 2 years of July 1,
2016, or (iii) experiences a denial of coverage for
material misstatements in a life insurance policy
application or for any reason under a life insurance
policy owned by the Company covering them.

Item 9.01.Financial Statements and
Exhibits.

(d) Exhibits.

Exhibit Number

Exhibit Title or Description

10.1

The Courtney First Amendment.

10.2

The 2016 Courtney Agreement.

10.3

The McCartyFirst Amendment.

10.4

The 2016 McCartyAgreement.

10.5

The Rodrigues First Amendment.

10.6

The 2016 Rodrigues Agreement.

10.7

The Gall Agreement.


About Oak Valley Bancorp (NASDAQ:OVLY)

Oak Valley Bancorp is a bank holding company. The Company operates through its subsidiary, Oak Valley Community Bank (the Bank). The Bank operates in two primary business segments: Retail Banking and Commercial Banking. The Retail Banking segment offers a range of checking and savings accounts, including Negotiable Order of Withdrawal accounts, money market accounts, overdraft protection, health savings accounts, certificates of deposit and Individual Retirement Accounts. The Retail Banking segment also offers real estate and home equity financing, as well as consumer, automobile and home improvement loans. The Commercial Banking segment offers a range of deposit and lending services to business customers. The Commercial Banking segment also offers various commercial loans for business, professional or agricultural needs. The commercial loans include loans for short-term working capital, operating lines of credit, equipment purchases and leasehold improvements, among others.