FIRST AMENDMENT TO THE OAK VALLEY COMMUNITY BANK AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT

Exhibit 10.3

FIRST AMENDMENT TO THE

OAK VALLEY COMMUNITY BANK

AMENDED AND RESTATED

SALARY CONTINUATION AGREEMENT

THIS FIRST AMENDMENT (the “Amendment”) is adopted this 1^st day of July, 2016 by and between Oak Valley Community Bank (the “Company”), and Richard A. McCarty (the “Executive”).

The Company and the Executive implemented the Amended and Restated Salary Continuation Agreement effective January 1, 2008 (the “Agreement”) to provide retirement benefits to the Executive. The Bank and the Executive now wish to amend the Agreement to (i) change the Normal Retirement and Change in Control benefit payment terms and (ii) cease accruals as of June 30, 2016.

Now, therefore, the Company and the Executive amend the Agreement as follows.

As of June 30, 2016, the Company has accrued Four Hundred Seventy-Four Thousand Six Hundred Forty-Six Dollars ($474,646) with respect to the benefits to be paid under the Agreement. For purposes of the Agreement, this amount shall be considered the “Accrual Balance”.

Sections 2.1.1 and 2.1.2 of the Agreement shall be deleted and replaced by the following:

2.1.1     Amount of Benefit. The annual benefit under this Section 2.1 is Seventy-Four Thousand Six Hundred Sixteen Dollars ($74,616).

2.1.2     Payment of Benefit. The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the sixty-first (61^st) month following Termination of Employment and continuing for one hundred twenty (120) months.

Section 2.2.1 of the Agreement shall be deleted and replaced by the following:

2.2.1     Amount of Benefit. The benefit under this Section 2.2 is the Accrual Balance.

Section 2.3.1 of the Agreement shall be deleted and replaced by the following:

2.3.1     Amount of Benefit. The benefit under this Section 2.3 is the Accrual Balance.

Sections 2.4, 2.4.1 and 2.4.2 of the Agreement shall be deleted and replaced by the following:

2.4     Change in Control Benefit. If a Change in Control occurs, followed within twenty-four (24) months by Separation of Service prior to Normal Retirement Age, the Company shall pay the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

2.4.1     Amount of Benefit. The annual benefit under this Section 2.4 is Seventy-Four Thousand Six Hundred Sixteen Dollars ($74,616).

2.4.2     Payment of Benefit. The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the sixty-first (61^st) month following Termination of Employment and continuing for one hundred twenty (120) months.

Article 3 of the Agreement shall be deleted and replaced by the following:

Article 3

Death Benefits

3.1     Death Prior to Termination of Employment. In the event the Executive dies prior to Termination of Employment, the Company shall pay the Beneficiary the Accrual Balance in lieu of any other benefit hereunder. The benefit will be paid in a lump sum within sixty (60) days following the Executive’s death, with the precise payment date determined by the Employer in its sole discretion.

3.2     Death Following Termination of Employment. In the event the Executive dies following Termination of Employment, the Company shall pay the Beneficiary the same amounts at the same times as the Company would have paid the Executive had the Executive survived.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Company have signed this Amendment.