FNB BANCORP/CA/ (Form: 8-K, Received: 05/31/2016 06:05:28)

United States

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 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 event reported)

May 27, 2016

FNB BANCORP

(Exact name of registrant as specified in its charter)

California

(State or other jurisdiction of incorporation)

000-49693	92-2115369
(Commission File Number)	(IRS Employer Identification No.)

975 El Camino Real, South San Francisco, California	94080
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 588-6800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

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

Background . On December 18, 2015, the registrant, FNB Bancorp (OTCQB: FNBG), parent company of First National Bank of Northern California, a national banking association (the “Bank”), announced the signing of a Memorandum of Mutual Agreement to Amend Certain Salary Continuation Agreements and Executive Supplemental Compensation Agreements (the “Memorandum”) between the Bank and four executive officers of the Bank, namely, Jim D. Black, President; Anthony J. Clifford, Executive Vice President and Chief Operating Officer; David A. Curtis, Senior Vice President and Chief Financial Officer; and Randy R. Brugioni, Senior Vice President and Chief Credit Officer. As outlined in the Memorandum, the Bank agreed to amend and restate the individual Salary Continuation Agreements and Executive Supplemental Compensation Agreements previously executed between the Bank with each of these four executive officers. The Memorandum was completed in order to ensure compliance with all applicable tax provisions, including Sections 280G and 409A of the Internal Revenue Code of 1986, as amended, among other reasons. In due course, the group of executive compensation agreements under review was expanded to include the compensation agreements signed with Thomas C. McGraw, Chief Executive Officer of the Bank. For additional information regarding the Memorandum, reference should be made to the registrant’s Current Report on Form 8-K and exhibits thereto (including the Memorandum) as filed with the Commission on December 18, 2015.

Consistent with the Memorandum, on May 27, 2016, the Board of Directors of the Bank adopted resolutions confirming the Bank’s waiver of certain conditions contained in: (a) the First National Bank of Northern California Salary Continuation Agreement dated September 14, 2004 (amended July 21, 2006 and December 22, 2008) with Jim D. Black, President of the Bank; (b) the First National Bank of Northern California Salary Continuation Agreement dated September 14, 2004 (amended July 21, 2006 and December 22, 2008) with Anthony J. Clifford, Executive Vice President and Chief Operating Officer of the Bank; (c) the First National Bank of Northern California Executive Supplemental Compensation Agreement dated January 2, 2007 (amended December 12, 2008) with David A. Curtis, Senior Vice President and Chief Financial Officer of the Bank; (d) the First National Bank of Northern California Executive Supplemental Compensation Agreement dated February 15, 2012 with Randy R. Brugioni, Senior Vice President and Chief Credit Officer of the Bank; and (e) the First National Bank of Northern California Executive Supplemental Compensation Agreement dated February 15, 2012 with Thomas C. McGraw, Chief Executive Officer of the Bank. Under each of these agreements (the “Existing Agreements”), the retirement benefits to be paid to the executive officer (or his designated beneficiary) over a period of 20 years would be effective under certain conditions, namely, upon (i) attainment of age 65, or upon his death or disability prior to such time if he is actively employed by the Bank at the time; (ii) termination of his employment by the Bank without “cause” (as defined in the agreements); and (iii) termination or constructive termination of his employment by the Bank after the occurrence of a “change in control” of the Bank (as defined in the agreements). If, for any reason, an executive officer voluntarily terminated employment prior to age 65, then, under the Existing Agreements, he would forfeit the retirement benefit in its entirety. In recognition of the outstanding service provided to the Bank by Messrs. McGraw, Black, Clifford, Curtis and Brugioni, the Board of Directors waived the condition that an executive officer remain employed by the Bank until age 65 in order to earn his full retirement benefit. Instead, the Board of Directors determined that an executive officer must only remain employed until December 31, 2016, at which time he will vest in a portion of his Accrued Liability Balance (as defined in the agreements). Any voluntary termination of employment prior to December 31, 2016 would result in forfeiture of the retirement benefit.

Amended and Restated Compensation Agreements. On May 27, 2016, as contemplated by the Memorandum, the Board of Directors of the Bank approved, and the Bank signed, a First National Bank of Northern California Amended and Restated Executive Supplemental Compensation Agreement (“Compensation Agreement”) with each of the five executive officers, Messrs. McGraw, Black, Clifford, Curtis and Brugioni, to memorialize certain changes agreed to by the Board of Directors of the Bank and the executive officers, relating to retirement and “change in control.” Each Compensation Agreement updates, amends restates and replaces the existing Salary Continuation Agreement or Executive Supplemental Compensation Agreement between the Bank and the executive officer. Copies of the Compensation Agreements, including Schedule A (“Accrued Liability Balance” showing the amounts accrued by the Bank to fund the future benefit expense) are attached to this report as Exhibit 10.1 (Thomas C. McGraw), Exhibit 10.2 (Jim D. Black), Exhibit 10.3 (Anthony J. Clifford), Exhibit 10.4 (David A. Curtis) and Exhibit 10.5 (Randy R. Brugioni) and are incorporated here by reference. The Compensation Agreements change the retirement date for the five executive officers from the attainment of age 65 to a fixed date of December 1, 2016. Benefits under the old and new agreements remain substantially the same, except that benefits under the Compensation Agreements are scheduled to begin vesting on January 1, 2017 and would become fully vested twelve months later. It is intended that the Compensation Agreements be “unfunded” for purposes of the Employee Retirement Income Security Act of 1974, as amended, and not be construed to provide income to the participants or their beneficiaries under the Internal Revenue Code of 1986, as amended, particularly Section 409A of the Code and guidance or regulations issued thereunder, prior to actual receipt of benefits.

Also on May 27, 2016, the Board of Directors of the Bank approved, and the Bank signed, a First National Bank of Northern California Amended and Restated Split Dollar Life Insurance Agreement (“Split Dollar Agreement”) with each of the five executive officers, Messrs. McGraw, Black, Clifford, Curtis and Brugioni, to memorialize certain changes agreed to by the Board of Directors of the Bank and the executive officers relating to a division of the death proceeds of certain life insurance policies owned by the Bank. Copies of the Split Dollar Agreements are attached to this report as Exhibit 10.6 (Thomas C. McGraw), Exhibit 10.7 (Jim D. Black), Exhibit 10.8 (Anthony J. Clifford), Exhibit 10.9 (David A. Curtis) and Exhibit 10.10 (Randy R. Brugioni), and are incorporated here by reference. Each Split Dollar Agreement updates and replaces the existing Split Dollar Insurance Agreement between the Bank and the executive officer to insure that, in the event the executive officer were to become deceased prior to the receipt of all the benefits specified under his Compensation Agreement, the benefit payments under the Compensation Agreement would cease, and in lieu of any remaining benefits, an insurance benefit equal to the remaining Accrued Liability Balance would be paid to the estate of the executive officer. The Bank has existing bank-owned life insurance contracts that would provide the benefits described in the Split Dollar Agreements.

Also on May 27, 2016, the Board of Directors of the Bank approved, and the Bank signed, a First National Bank of Northern California Amended and Restated Management Continuity Agreement (“Continuity Agreement”) with each of Jim D. Black, President of the Bank, Anthony J. Clifford, Executive Vice President and Chief Operating Officer of the Bank, and Charles R. Key, Senior Vice President and Information Technology Director of the Bank, to memorialize certain changes agreed to by the Board of Directors of the Bank and such officers relating to the payment of a severance benefit upon termination of employment after a “change in control” of the Bank. Copies of the Continuity Agreements are attached to this report as Exhibit 10.11 (Jim D. Black), Exhibit 10.12 (Anthony J. Clifford) and Exhibit 10.13 (Charles R. Key), and are incorporated here by reference. The Continuity Agreements replace the existing Management Continuity Agreements and are designed to insure that in the event of a “change in control” during the term of the Continuity Agreement, the executive would receive a lump sum benefit equal to two times the executive’s base annual salary for the twelve-month period ending immediately prior to the change in control event. The superseded Management Continuity Agreements provided for the payment of a benefits upon a termination of employment after a “change in control” of the Bank. Payment of benefits under the Continuity Agreements is conditioned on a “change in control” only. Any termination of employment for any reason prior to a “change in control” will result in automatic termination of the Continuity Agreement and the loss of any benefit.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

10.1

Amended and Restated Executive Supplemental Compensation Agreement including Schedule A (Accrued Liability Balance), between First National Bank of Northern California and Thomas C. McGraw, effective as of January 1, 2016

10.2

10.3

10.4

10.5

10.6

Amended and Restated Split Dollar Life Insurance Agreement dated May 27, 2016 between First National Bank of Northern California and Thomas C. McGraw

10.7

Amended and Restated Split Dollar Life Insurance Agreement dated May 27, 2016 between First National Bank of Northern California and Jim D. Black

10.8

Amended and Restated Split Dollar Life Insurance Agreement dated May 27, 2016 between First National Bank of Northern California and Anthony J. Clifford

10.9

Amended and Restated Split Dollar Life Insurance Agreement dated May 27, 2016 between First National Bank of Northern California and David A. Curtis

10.10

Amended and Restated Split Dollar Life Insurance Agreement dated May 27, 2016 between First National Bank of Northern California and Randy R. Brugioni

10.11

Amended and Restated Management Continuity Agreement dated May 27, 2016 between First National Bank of Northern California and Jim D. Black

10.12

Amended and Restated Management Continuity Agreement dated May 27, 2016 between First National Bank of Northern California and Anthony J. Clifford

10.13

Amended and Restated Management Continuity Agreement dated May 27, 2016 between First National Bank of Northern California and Charles R. Key

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.


	FNB BANCORP (Registrant)

Dated: May 31, 2016.	By:	/s/ Dave A. Curtis
		Dave A. Curtis
		Senior Vice President and
		Chief Financial Officer

Exhibit 10.1

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Effective this 1st day of January 2016 (“Effective Date”), this agreement AMENDS AND RESTATES the EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT (“Agreement”), which was originally entered into effective January 1, 2007, and subsequently amended on December 12, 2008, between FIRST NATIONAL BANK OF NORTHERN CALIFORNIA (“Bank”), a national bank located in South San Francisco, California, and organized under the laws of the United States, and TOM MCGRAW (“Executive”), a member of a select group of management and highly compensated employees of the Bank. The purpose of this amended and restated Agreement is to memorialize certain changes agreed to by the Board and the Executive relating to retirement and change in control.

It is intended that the Agreement be “unfunded” for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and not be construed to provide income to the participant or beneficiary under the Internal Revenue Code of 1986, as amended (the “Code”), particularly Section 409A of the Code and guidance or regulations issued thereunder, prior to actual receipt of benefits.

Article 1

Definitions and Construction

Where the following words and phrases appear in the Agreement, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary:

1.1

“Accrued Liability Balance” shall mean the amount accrued by the Bank to fund the future benefit expense associated with this Agreement, using the annual plan discount rate which is defined as the discount rate set forth on Schedule A hereto.

	1.2	“Beneficiary” shall mean the designated person(s), or the estate of the deceased Executive, entitled to benefits, if any, upon Executive’s death, as described under Article 4. Such Beneficiary shall be designated on the Beneficiary Designation Form attached hereto, and shall be signed and delivered to the Plan Administrator from time to time, as required.

	1.3	“Board” shall mean the Board of Directors of the Bank.

1.4

“Change in Control” shall mean a change in ownership or control of the Bank as defined in Treasury Regulation §1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.

1.5

“Code” shall mean the United States Internal Revenue Code of 1986, as amended.

1.6

“Disability” shall mean Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Bank. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees of the Bank, provided that the definition of Disability applied under such Disability insurance program complies with the requirements of Section 409A. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of Social Security Administration’s or the provider’s determination.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

1.7

“Early Involuntary Termination” shall mean that the Bank terminates Executive’s employment, in writing at any time, and such termination is not due to Disability, a Termination for Cause, or an approved leave of absence. For purposes of this Agreement, a Termination for “Good Reason” shall be treated as an Early Involuntary Termination.

1.8

“Early Voluntary Termination” shall mean that Executive terminates employment with the Bank before January 1, 2017, and such termination is not due to death, Disability, a Termination for Good Reason, or following a Change in Control.

1.9

“Effective Date” shall mean January 1, 2016.

1.10

“Normal Retirement Date” shall mean the date on which Executive has a Separation from Service for any reason (except for “Cause”) from the Bank on or after January 1, 2017.

1.11

“Plan Administrator” shall mean the plan administrator described in Article 6.

1.12

“Plan Year” shall mean each twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the Effective Date of this Plan and end on the following December 31.

1.13

“Separation from Service” shall mean Executive’s employment with Bank has terminated and the Executive is not performing significant services for the Bank. At all times, this definition of Separation from Service shall be applied consistent with Section 409A of the Internal Revenue Code. For purposes of this Agreement, whether a termination of employment or service has occurred is determined based on whether the facts and circumstances indicate that the Bank and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an Executive or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an Executive or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Bank if the Executive has been providing services to the Bank less than 36 months). Facts and circumstances to be considered in making this determination include, but are not limited to, whether the Executive continues to be treated as an Executive for other purposes (such as continuation of salary and participation in Executive benefit programs), whether similarly situated service providers have been treated consistently, and whether the Executive is permitted, and realistically available, to perform services for other service recipients in the same line of business. An Executive will be presumed not to have separated from service where the level of bona fide services performed continues at a level that is fifty percent (50%) or more of the average level of service performed by the Executive during the immediately preceding thirty-six (36) month period.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

1.14

“Termination for Cause” has that meaning set forth in Article 5.

1.15

“Termination for Good Reason” shall mean, without the Executive’s express written consent, the occurrence of any one or more of the following conditions that results in a material negative change in the employment relationship between the Bank and the Executive, and shall require an actual Separation from Service by the Executive within the two-year period following the initial occurrence of one or more of these conditions. In order for a Separation from Service to qualify as a Termination for Good Reason, Executive must give notice to the Bank within 90 days after the condition providing a basis for a good-reason condition first exists, and Executive must give the Bank 30 days from receipt of notice to cure the condition. The qualifying conditions are as follows:

(a)

A material reduction in the Executive’s Base Salary;

(b)

Failing to maintain Executive’s amount of benefits under or relative level of participation in the Bank’s employee benefit or retirement plans, policies, practices, or arrangements in which the Executive participates as of the Effective Date of this Agreement, including any perquisite program; provided, however, that any such change that applies consistently to all executive officers of the Bank or is required by applicable law shall not be deemed to constitute Good Reason;

(c)

Failing to require any Successor Company to assume and agree to perform the Bank’s obligations hereunder;

(d)

The occurrence of any one or more of the following events on or after the announcement of the transaction which leads to a Change of Control and up to twenty–four (24) calendar months following the effective date of a Change in Control:

(1)

Requiring Executive to be based at a location that requires the Executive to travel at least an additional thirty-five (35) miles per day;

(2)

Requiring Executive to report to a position which is at a lower level than the highest level to which Executive reported within the six (6) months prior to the Change in Control;

(3)

A material change to or reduction in Executive’s duties, position or responsibilities; provided that for the purposes of delivery of notice under Section 1.15, a material change or reduction that occurs incrementally over a period of time (not to exceed twelve (12) months) shall be deemed to have occurred when such change or reduction, in the aggregate, becomes material.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Article 2

Distributions During Lifetime

2.1

Normal Retirement Benefit . Upon Executive’s Normal Retirement Date while in the active service of the Bank, the Bank shall distribute to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

2.1.1

Amount of Benefit . The benefit under this Section 2.1 is the Accrued Liability Balance, calculated as of the last day of the month preceding the date of Separation from Service, as shown on the attached Schedule A. This benefit is determined by calculating a twenty-year fixed annuity from said Accrued Liability Balance, crediting interest on the unpaid balance at the annual plan discount rate, compounded monthly, and paid out according to Section 2.1.2 herein.

2.1.2

Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following the Executive’s Separation from Service. The annual benefit shall be paid to the Executive for twenty (20) years (240 months).

2.2

Early Voluntary Termination Benefit . Upon the Executive’s Early Voluntary Termination, the Executive shall not be entitled to a benefit under this Agreement

2.3

Early Involuntary Termination Benefit . Upon the Executive’s Early Involuntary Termination prior to January 1, 2017, the Bank shall distribute to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.

2.3.1

Amount of Benefit . The benefit under this Section 2.3 is the Accrued Liability Balance, calculated as of the last day of the month preceding the Executive’s date of Separation from Service. This benefit is determined by calculating a twenty-year fixed annuity from said Accrued Liability Balance, crediting interest on the unpaid balance at the annual plan discount rate, compounded monthly.

2.3.2

Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following the Separation from Service. The annual benefit shall be distributed to the Executive for twenty (20) years.

2.4

Disability Benefit . Upon the Executive’s Disability prior to January 1, 2017, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

	2.4.1	Amount of Benefit . The benefit under this Section 2.4 is the Accrued Liability Balance, calculated as of the last day of the month preceding the Executive’s date of Disability. This benefit is determined by calculating a twenty-year fixed annuity from said Accrued Liability Balance, crediting interest on the unpaid balance at the annual plan discount rate, compounded monthly.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

	2.4.2	Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following the date of Disability. The annual benefit shall be distributed to the Executive for twenty (20) years (240 months).

2.5

Change in Control Benefit . Upon a Change in Control followed by the Executive’s Separation from Service, the Bank shall distribute to the Executive the benefit described in this Section 2.5 in lieu of any other benefit under this Article.

2.5.1

Amount of Benefit . The benefit under this Section 2.5 is the Normal Retirement Benefit described in Section 2.1.1, except that in the case of a Change in Control of the Bank prior to December 31, 2017, the Accrued Liability Balance is the projected Accrued Liability Balance as of December 31, 2017, as reflected on Schedule A.

2.5.2

Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following Separation from Service. The annual benefit shall be distributed to the Executive for twenty (20) years (240 months).

2.5.3

Excess Parachute Payment If all or any portion of the amounts payable to the Executive under this Agreement, either alone or together with other payments which the Executive has the right to receive from the Bank, constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), the Bank shall be responsible for the payment of such excise tax such that the Executive is in the same after-tax position as if there were no excise tax (a “gross-up”), and the Bank (and its successor) shall be responsible for any loss of deductibility related thereto. The determination of the amount of any such excise taxes shall be made by the independent accounting firm employed by the Bank immediately prior to the Change in Control. If at a later date it is determined (pursuant to final regulations or published rulings of the IRS, final judgment of a court of competent jurisdiction or otherwise) the amount of excise taxes payable by the Executive is greater than the amount initially determined, then the Bank (or its successor) shall pay the Executive an amount equal to the sum of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to such amounts . The “gross-up” payment described in this Section 2.5.3 shall expire on December 31, 2017 , following which the Executive shall have sole responsibility for any excise tax, income tax, and any other penalty or tax associated with a payment made under this Agreement.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

2.5.3.1

Timing of Payment of Amounts under Section 2.5.3 . Payment of any “gross-up” amounts under this Section 2.5.3 shall be made, if not sooner, by the end of the Executive’s taxable year next following the Executive’s taxable year in which the related taxes are remitted to the taxing authority.

2.6

Restriction on Timing of Distribution . Notwithstanding any provision of this Agreement to the contrary, distributions under this Agreement to an employee who is a “specified employee” under Section 409A of the Code at the date of their Separation from Service may not commence earlier than six (6) months after the date of a Separation from Service. In the event a distribution is delayed pursuant to this Section, the originally scheduled distribution shall be delayed for 6 months, and shall commence instead on the first day of the seventh month following Separation from Service. If payments are scheduled to be made in installments, the first six months of installment payments shall be delayed, aggregated, and paid instead on the first day of the seventh month, after which all installment payments shall be made on their regular schedule. If payment is scheduled to be made in a lump sum, the lump sum payment shall be delayed for six months and instead be made on the first day of the seventh month.

2.7

Certain Accelerated Payments . In certain limited circumstances the Bank may make an accelerated distribution to the Executive of deferred amounts, solely to the extent that such distribution meets the requirements of Section 1.409A-3(j)(4). In order to make such accelerated payments, Bank will notify Executive of the specific Section 1.409A-3(j)(4) exemption being relied upon by the Bank in making the accelerated payments.

2.8

Subsequent Changes to Time and Form of Payment . The Bank may permit a subsequent change to the time and form of benefit distributions. Any such change shall be considered made only when it becomes irrevocable under the terms of the Agreement. Any change will be considered irrevocable not later than 30 days following acceptance of the change by the Plan Administrator, subject to the following rules intended to comply with Treasury Regulation 1.409A:

	(a)	the subsequent deferral election may not take effect until at least 12 months after the date on which the election is made (i.e. If a distribution event occurs in the interim, the original distribution method must be followed);

	(b)	the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five years from the date such payment would otherwise have been paid; and

(c)

in the case of a payment made at a specified time, the election must be made not less than 12 months before the date the payment is scheduled to be paid.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Article 3

Distribution Upon Death

3.1

Death . Upon Executive’s death, this Agreement shall terminate automatically and no additional payment shall be made. A death benefit is provided under a separate split dollar arrangement between the Executive and the Bank.

Article 4

Beneficiaries

[This article intentionally left blank]

Article 5

General Limitations

	5.1	Termination for Cause . In the event that Executive’s employment is terminated for Cause, Executive shall forfeit all rights and benefits under this Agreement.

		“Cause” shall mean (i) the Executive’s willful misconduct, usurpation of business opportunity or gross negligence related to the Bank; provided that Executive shall first be given ten (10) days following written notice from the Board to cure any such breach (to the extent such breach is capable of being cured); (ii) the Executive’s willful failure to adhere to the reasonable policies of the Bank or any State of California or federal banking laws (including the laws, rules, or regulations of the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or the Office of the Comptroller of the Currency); provided that Executive shall first be given ten (10) days following written notice from the Board to commence compliance with such policies or laws to the extent such failure is able to be complied with subsequently; (iii) the Executive’s unauthorized disclosure to third parties of any confidential information (including trade secrets) of the Bank; or (iv) the Executive’s conviction of or entering of a guilty pleas or a plea of no contest with respect to (A) a felony, (B) any crime involving fraud, larceny, or embezzlement, or (C) any other crime involving moral turpitude which is injurious to the reputation of the Bank. No act, or failure to act, by Executive shall be “willful” unless committed without good faith and without a reasonable belief that the act or omission was in the best interest of the Bank.

Article 6

Administration of Agreement

6.1

Plan Administrator Duties . This Agreement shall be administered by a Plan Administrator which shall consist of the Board, or such committee or person(s) as the Board shall appoint. The Plan Administrator shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions including interpretations of this Agreement, as may arise in connection with the Agreement, provided that such amendments and interpretations are made at all times in compliance with Section 409A of the Code.

6.2

Agents . In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Bank.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

6.3

Binding Effect of Decisions . The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement, provided that such decisions or actions are in compliance with Section 409A of the Code.

6.4

Indemnity of Plan Administrator . The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

6.5

Bank Information . To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters relating to the date and circum-stances of the retirement, Disability, death, or Separation from Service of the Executive, and such other pertinent information as the Plan Administrator may reasonably require.

6.6

Annual Statement . The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the benefits to be distributed under this Agreement.

6.7

Arbitration .

Any disagreement, dispute, controversy or claim arising out of or in any way related to this Agreement or the subject matter thereof or the interpretation hereof or any arrangements relating hereto or contemplated herein or the breach, termination or invalidity hereof shall be settled exclusively and finally by arbitration.

The arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (the “AAA”) then in effect.

The arbitral tribunal shall consists of one arbitrator. The parties to the arbitration jointly shall directly appoint such arbitrator within 30 days of initiation of the arbitration. If the parties shall fail to appoint such arbitrator as provided above, such arbitrator shall be appointed by the AAA as provided in the Arbitration Rules and shall be a person who (A) maintains his or her principal place of business or residence in Northern California and (B) is a retired judge of the State of California.

The arbitration shall be conducted in San Francisco, California, or in any other city of the United States of America as the parties to the dispute may designate by mutual written consent.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The parties hereto hereby waive to the extent permitted by law any rights to appeal or to review of such award by any court or tribunal. The parties hereto agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be entered in any court having jurisdiction thereof.

6.8

Attorneys’ Fees and Gross Ups . In the event of any arbitration or litigation concerning any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach hereof, or the interpretation hereof, (a) each party shall pay his own attorneys’ arbitration fees incurred; (b) the prevailing party shall be entitled to recover from the other party reasonable expenses, attorneys’ fees and costs incurred in the enforcement or collection of any judgment or award rendered. The “prevailing party” means any party (one party or both parties, as the case may be) determined by the arbitrator(s) or court to be entitled to money payments from the other, not necessarily the party in whose favor a judgment is rendered. To the extent that the reimbursement of any expenses or the provision of any in-kind benefits under this Agreement is subject to Section 409A, (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year (provided, that, this clause (i) will not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect); (ii) reimbursement of any such expense shall be made by no later than December 31 of the year following the calendar year in which such expense is incurred; and (iii) Employee’s right to receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

6.9

Trust . Notwithstanding the unfunded nature of this Agreement, the Bank and the Executive acknowledge and agree that, in the event of a Change in Control, upon request of the Executive, or in the Bank’s discretion if the Executive does not so request and the Bank nonetheless deems it appropriate, the Bank may establish, not later than the effective date of the Change in Control, a Rabbi Trust or multiple Rabbi Trusts (the “Trust” or “Trusts”) upon such terms and conditions as the Bank, in its sole discretion, deems appropriate and in compliance with applicable provisions of the Code, in order to permit the Bank to make contributions and/or transfer assets to the Trust or Trusts to discharge its obligations pursuant to this Agreement. The principal of the Trust or Trusts and any earnings thereon shall be held separate and apart from other funds of the Bank to be used exclusively for discharge of the Bank’s obligations pursuant to this Agreement and shall continue to be subject to the claims of the Bank’s general creditors until paid to the Executive in such manner and at such times as specified in this Agreement.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Article 7

Claims and Review Procedures

7.1

Claims Procedure . An Executive or Beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be distributed shall make a claim for such benefits as follows:

7.1.1

Initiation – Written Claim . The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits.

7.1.2

Timing of Plan Administrator Response . The Plan Administrator shall respond to such claimant within 90 days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

7.1.3

Notice of Decision . If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

	(a)	The specific reasons for the denial;

	(b)	A reference to the specific provisions of the Agreement on which the denial is based;

	(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

	(d)	An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

	(e)	A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

7.2

Review Procedure . If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:

7.2.1

Initiation – Written Request . To initiate the review, the claimant, within 60 days after receiving the Plan Administrator’s notice of denial, must file with the Plan Administrator a written request for review.

7.2.2

Additional Submissions – Information Access . The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

7.2.3

Considerations on Review . In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

7.2.4

Timing of Plan Administrator Response . The Plan Administrator shall respond in writing to such claimant within 60 days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

7.2.5

Notice of Decision. The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

	(a)	The specific reasons for the denial;

	(b)	A reference to the specific provisions of the Agreement on which the denial is based;

	(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 8

Amendments and Termination

This Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive. Additionally, the Bank may unilaterally amend this Agreement to comply with mandatory directives from its primary federal regulator or as a result of changes in tax or other law governing this Agreement that would be materially detrimental to the Bank. In the event of such an amendment, the Bank shall give Executive 30 days written notice of its intent to make such a change, and Executive shall be given a reasonable opportunity to seek legal advice concerning the impact of such a change. No such amendment shall reduce or eliminate Executive’s vested benefit.

Article 9

Miscellaneous

9.1

Binding Effect . This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, administrators and transferees.

9.2

No Guarantee of Employment . This Agreement is not a contract for employment. It does not give the Executive the right to remain as an employee of the Bank, nor does it interfere with the Bank’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

9.3

Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

9.4

Tax Withholding . The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement. The Executive acknowledges that the Bank’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authority(ies).

9.5

Applicable Law . The Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

9.6

Unfunded Arrangement . The Executive and Beneficiary are general unsecured creditors of the Bank for the distribution of benefits under this Agreement. The benefits represent the mere promise by the Bank to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life or other informal funding asset is a general asset of the Bank to which the Executive and Beneficiary have no preferred or secured claim.

9.7

Reorganization . The Bank shall not merge or consolidate into or with another bank, or reorganize, or sell substantially all of its assets to another bank, firm, or person unless such succeeding or continuing bank, firm, or person agrees to assume and discharge the obligations of the Bank under this Agreement. Upon the occurrence of such event, the term “Bank” as used in this Agreement shall be deemed to refer to the successor or survivor bank.

9.8

Entire Agreement . This Agreement constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

9.9

Interpretation . Wherever the fulfillment of the intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

9.10

This Section 9.10 is intentionally left blank.

9.11

Headings . Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.

9.12

Validity . In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

9.13

Notice . Any notice or filing required or permitted to be given to the Bank or Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

First National Bank of Northern California

975 El Camino Real

South San Francisco, CA 94080

9.14

Opportunity to Consult with Independent Advisors . The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive’s right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G or 4999 of the Code, Section 409A of the Code and guidance or regulations thereunder, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which, with the exception discussed in Section 2.5.3 herein, in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects, with the exception of the reimbursement provision in Section 2.5.3, which shall be subject to reimbursement by the Bank, or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this Section 9.14. The Executive further acknowledges that he has read, understands and consents to all of all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions.

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


EXECUTIVE:		BANK:

		FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

		By
(Name of Executive)
		Title:

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Tom McGraw
Schedule A
(Discount Rate = 5.75%)

	Beginning						Ending
	Accrued						Accrued		Monthly
	Liability		Service		Imputed		Liability		Expense
Date	Balance		Cost		Interest		Balance		Recognition

January, 2016	$	471,216.06	$	11,067.76	$	2,257.91	$	484,541.73	$	13,325.67
February, 2016		484,541.73		11,067.76		2,321.76		497,931.25		13,389.52
March, 2016		497,931.25		11,067.76		2,385.92		511,384.93		13,453.68
April, 2016		511,384.93		11,067.76		2,450.39		524,903.08		13,518.15
May, 2016		524,903.08		11,067.76		2,515.16		538,486.00		13,582.92
June, 2016		538,486.00		11,067.76		2,580.25		552,134.01		13,648.01
July, 2016		552,134.01		11,067.76		2,645.64		565,847.41		13,713.40
August, 2016		565,847.41		11,067.76		2,711.35		579,626.52		13,779.11
September, 2016		579,626.52		11,067.77		2,777.38		593,471.67		13,845.15
October, 2016		593,471.67		—		—		593,471.67		—
November, 2016		593,471.67		—		—		593,471.67		—
December, 2016		593,471.67		—		—		593,471.67		—
January, 2017		593,471.67		—		—		593,471.67		—
February, 2017		593,471.67		—		—		593,471.67		—
March, 2017		593,471.67		—		—		593,471.67		—
April, 2017		593,471.67		—		—		593,471.67		—
May, 2017		593,471.67		—		—		593,471.67		—
June, 2017		593,471.67		—		—		593,471.67		—
July, 2017		593,471.67		—		—		593,471.67		—
August, 2017		593,471.67		—		—		593,471.67		—
September, 2017		593,471.67		—		—		593,471.67		—
October, 2017		593,471.67		—		—		593,471.67		—
November, 2017		593,471.67		—		—		593,471.67		—
December, 2017		593,471.67		—		—		593,471.67		—

Exhibit 10.2

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Effective this 1st day of January 2016 (“Effective Date”), this agreement AMENDS AND RESTATES the EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT (“Agreement”), which was originally entered into effective January 1, 2007, and subsequently amended on December 12, 2008, between FIRST NATIONAL BANK OF NORTHERN CALIFORNIA (“Bank”), a national bank located in South San Francisco, California, and organized under the laws of the United States, and JIM D. BLACK (“Executive”), a member of a select group of management and highly compensated employees of the Bank. The purpose of this amended and restated Agreement is to memorialize certain changes agreed to by the Board and the Executive relating to retirement and change in control.

Article 1

Definitions and Construction

Where the following words and phrases appear in the Agreement, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary:

1.1

1.2

“Beneficiary” shall mean the designated person(s), or the estate of the deceased Executive, entitled to benefits, if any, upon Executive’s death, as described under Article 4. Such Beneficiary shall be designated on the Beneficiary Designation Form attached hereto, and shall be signed and delivered to the Plan Administrator from time to time, as required.

1.3

“Board” shall mean the Board of Directors of the Bank.

1.4

“Change in Control” shall mean a change in ownership or control of the Bank as defined in Treasury Regulation §1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.

1.5

“Code” shall mean the United States Internal Revenue Code of 1986, as amended.

1.6

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

1.7

1.8

1.9

“Effective Date” shall mean January 1, 2016.

1.10

“Normal Retirement Date” shall mean the date on which Executive has a Separation from Service for any reason (except for “Cause”) from the Bank on or after January 1, 2017.

1.11

“Plan Administrator” shall mean the plan administrator described in Article 6.

1.12

1.13

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

1.14

“Termination for Cause” has that meaning set forth in Article 5.

1.15

(a)

A material reduction in the Executive’s Base Salary;

(b)

(c)

Failing to require any Successor Company to assume and agree to perform the Bank’s obligations hereunder;

(d)

(1)

Requiring Executive to be based at a location that requires the Executive to travel at least an additional thirty-five (35) miles per day;

(2)

Requiring Executive to report to a position which is at a lower level than the highest level to which Executive reported within the six (6) months prior to the Change in Control;

(3)

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Article 2

Distributions During Lifetime

2.1

2.1.1

2.1.2

2.2

Early Voluntary Termination Benefit . Upon the Executive’s Early Voluntary Termination, the Executive shall not be entitled to a benefit under this Agreement

2.3

2.3.1

2.3.2

Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following the Separation from Service. The annual benefit shall be distributed to the Executive for twenty (20) years.

2.4

	2.4.1	Amount of Benefit . The benefit under this Section 2.4 is the Accrued Liability Balance, calculated as of the last day of the month preceding the Executive’s date of Disability. This benefit is determined by calculating a twenty-year fixed annuity from said Accrued Liability Balance, crediting interest on the unpaid balance at the annual plan discount rate, compounded monthly.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

	2.4.2	Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following the date of Disability. The annual benefit shall be distributed to the Executive for twenty (20) years (240 months).

2.5

2.5.1

2.5.2

Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following Separation from Service. The annual benefit shall be distributed to the Executive for twenty (20) years (240 months).

2.5.3

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

2.5.3.1

2.6

2.7

2.8

	(a)	the subsequent deferral election may not take effect until at least 12 months after the date on which the election is made (i.e. If a distribution event occurs in the interim, the original distribution method must be followed);

	(b)	the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five years from the date such payment would otherwise have been paid; and

(c)

in the case of a payment made at a specified time, the election must be made not less than 12 months before the date the payment is scheduled to be paid.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Article 3

Distribution Upon Death

3.1

Article 4

Beneficiaries

[This article intentionally left blank]

Article 5

General Limitations

5.1

Termination for Cause . In the event that Executive’s employment is terminated for Cause, Executive shall forfeit all rights and benefits under this Agreement.

“ Cause” shall mean (i) the Executive’s willful misconduct, usurpation of business opportunity or gross negligence related to the Bank; provided that Executive shall first be given ten (10) days following written notice from the Board to cure any such breach (to the extent such breach is capable of being cured); (ii) the Executive’s willful failure to adhere to the reasonable policies of the Bank or any State of California or federal banking laws (including the laws, rules, or regulations of the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or the Office of the Comptroller of the Currency); provided that Executive shall first be given ten (10) days following written notice from the Board to commence compliance with such policies or laws to the extent such failure is able to be complied with subsequently; (iii) the Executive’s unauthorized disclosure to third parties of any confidential information (including trade secrets) of the Bank; or (iv) the Executive’s conviction of or entering of a guilty pleas or a plea of no contest with respect to (A) a felony, (B) any crime involving fraud, larceny, or embezzlement, or (C) any other crime involving moral turpitude which is injurious to the reputation of the Bank. No act, or failure to act, by Executive shall be “willful” unless committed without good faith and without a reasonable belief that the act or omission was in the best interest of the Bank.

Article 6

Administration of Agreement

6.1

6.2

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

6.3

6.4

6.5

6.6

6.7

Arbitration .

The arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (the “AAA”) then in effect.

The arbitration shall be conducted in San Francisco, California, or in any other city of the United States of America as the parties to the dispute may designate by mutual written consent.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

6.8

6.9

Article 7

Claims and Review Procedures

7.1

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

	7.1.1	Initiation – Written Claim . The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits.

7.1.2

7.1.3

	(a)	The specific reasons for the denial;

	(b)	A reference to the specific provisions of the Agreement on which the denial is based;

	(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

	(d)	An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

	(e)	A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

7.2

Review Procedure . If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:

7.2.1

7.2.2

7.2.3

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

7.2.4

7.2.5

	(a)	The specific reasons for the denial;

	(b)	A reference to the specific provisions of the Agreement on which the denial is based;

	(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 8

Amendments and Termination

Article 9

Miscellaneous

9.1

Binding Effect . This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, administrators and transferees.

9.2

9.3

Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

9.4

9.5

Applicable Law . The Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

9.6

9.7

9.8

9.9

9.10

This Section 9.10 is intentionally left blank.

9.11

Headings . Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.

9.12

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

9.13

First National Bank of Northern California

975 El Camino Real

South San Francisco, CA 94080

9.14

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


EXECUTIVE:		BANK:

		FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

		By
(Name of Executive)
		Title:

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Jim Black
Schedule A
(Discount Rate = 5.75%)

	Beginning						Ending
	Accrued						Accrued		Monthly
	Liability		Service		Imputed		Liability		Expense
Date	Balance		Cost		Interest		Balance		Recognition

January, 2016	$	865,536.39	$	19,094.75	$	4,147.36	$	888,778.50	$	23,242.11
February, 2016		888,778.50		19,094.75		4,258.73		912,131.98		23,353.48
March, 2016		912,131.98		19,094.75		4,370.63		935,597.36		23,465.38
April, 2016		935,597.36		19,094.75		4,483.07		959,175.18		23,577.82
May, 2016		959,175.18		19,094.75		4,596.05		982,865.98		23,690.80
June, 2016		982,865.98		19,094.75		4,709.57		1,006,670.30		23,804.32
July, 2016		1,006,670.30		19,094.75		4,823.63		1,030,588.68		23,918.38
August, 2016		1,030,588.68		19,094.75		4,938.24		1,054,621.67		24,032.99
September, 2016		1,054,621.67		19,094.75		5,053.40		1,078,769.82		24,148.15
October, 2016		1,078,769.82		19,094.75		5,169.11		1,103,033.68		24,263.86
November, 2016		1,103,033.68		19,094.75		5,285.37		1,127,413.80		24,380.12
December, 2016		1,127,413.80		19,094.75		5,402.19		1,151,910.74		24,496.94
January, 2017		1,151,910.74		19,094.75		5,519.57		1,176,525.06		24,614.32
February, 2017		1,176,525.06		19,094.75		5,637.52		1,201,257.33		24,732.27
March, 2017		1,201,257.33		19,094.75		5,756.02		1,226,108.10		24,850.77
April, 2017		1,226,108.10		19,094.75		5,875.10		1,251,077.95		24,969.85
May, 2017		1,251,077.95		19,094.75		5,994.75		1,276,167.45		25,089.50
June, 2017		1,276,167.45		19,094.75		6,114.97		1,301,377.17		25,209.72
July, 2017		1,301,377.17		19,094.75		6,235.77		1,326,707.69		25,330.52
August, 2017		1,326,707.69		19,094.75		6,357.14		1,352,159.58		25,451.89
September, 2017		1,352,159.58		19,094.75		6,479.10		1,377,733.43		25,573.85
October, 2017		1,377,733.43		19,094.75		6,601.64		1,403,429.82		25,696.39
November, 2017		1,403,429.82		19,094.75		6,724.77		1,429,249.34		25,819.52
December, 2017		1,429,249.34		19,094.75		6,848.49		1,455,192.58		25,943.24

Exhibit 10.3

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Effective this 1st day of January 2016 (“Effective Date”), this agreement AMENDS AND RESTATES the EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT (“Agreement”), which was originally entered into effective January 1, 2007, and subsequently amended on December 12, 2008, between FIRST NATIONAL BANK OF NORTHERN CALIFORNIA (“Bank”), a national bank located in South San Francisco, California, and organized under the laws of the United States, and ANTHONY J. CLIFFORD (“Executive”), a member of a select group of management and highly compensated employees of the Bank. The purpose of this amended and restated Agreement is to memorialize certain changes agreed to by the Board and the Executive relating to retirement and change in control.

Article 1

Definitions and Construction

Where the following words and phrases appear in the Agreement, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary:

1.1

1.2

1.3

“Board” shall mean the Board of Directors of the Bank.

1.4

“Change in Control” shall mean a change in ownership or control of the Bank as defined in Treasury Regulation §1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.

1.5

“Code” shall mean the United States Internal Revenue Code of 1986, as amended.

1.6

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

1.7

1.8

1.9

“Effective Date” shall mean January 1, 2016.

1.10

“Normal Retirement Date” shall mean the date on which Executive has a Separation from Service for any reason (except for “Cause”) from the Bank on or after January 1, 2017.

1.11

“Plan Administrator” shall mean the plan administrator described in Article 6.

1.12

1.13

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

1.14

“Termination for Cause” has that meaning set forth in Article 5.

1.15

(a)

A material reduction in the Executive’s Base Salary;

(b)

(c)

Failing to require any Successor Company to assume and agree to perform the Bank’s obligations hereunder;

(d)

(1)

Requiring Executive to be based at a location that requires the Executive to travel at least an additional thirty-five (35) miles per day;

(2)

Requiring Executive to report to a position which is at a lower level than the highest level to which Executive reported within the six (6) months prior to the Change in Control;

(3)

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Article 2

Distributions During Lifetime

2.1

2.1.1

2.1.2

2.2

Early Voluntary Termination Benefit . Upon the Executive’s Early Voluntary Termination, the Executive shall not be entitled to a benefit under this Agreement

2.3

2.3.1

2.3.2

Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following the Separation from Service. The annual benefit shall be distributed to the Executive for twenty (20) years.

2.4

	2.4.1	Amount of Benefit . The benefit under this Section 2.4 is the Accrued Liability Balance, calculated as of the last day of the month preceding the Executive’s date of Disability. This benefit is determined by calculating a twenty-year fixed annuity from said Accrued Liability Balance, crediting interest on the unpaid balance at the annual plan discount rate, compounded monthly.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

	2.4.2	Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following the date of Disability. The annual benefit shall be distributed to the Executive for twenty (20) years (240 months).

2.5

2.5.1

2.5.2

Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following Separation from Service. The annual benefit shall be distributed to the Executive for twenty (20) years (240 months).

2.5.3

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

2.5.3.1

2.6

2.7

2.8

	(a)	the subsequent deferral election may not take effect until at least 12 months after the date on which the election is made (i.e. If a distribution event occurs in the interim, the original distribution method must be followed);

	(b)	the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five years from the date such payment would otherwise have been paid; and

(c)

in the case of a payment made at a specified time, the election must be made not less than 12 months before the date the payment is scheduled to be paid.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Article 3

Distribution Upon Death

3.1

Article 4

Beneficiaries

[This article intentionally left blank]

Article 5

General Limitations

5.1

Termination for Cause . In the event that Executive’s employment is terminated for Cause, Executive shall forfeit all rights and benefits under this Agreement.

Article 6

Administration of Agreement

6.1

6.2

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

6.3

6.4

6.5

6.6

6.7

Arbitration .

The arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (the “AAA”) then in effect.

The arbitration shall be conducted in San Francisco, California, or in any other city of the United States of America as the parties to the dispute may designate by mutual written consent.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

6.8

6.9

Article 7

Claims and Review Procedures

7.1

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

	7.1.1	Initiation – Written Claim . The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits.

7.1.2

7.1.3

	(a)	The specific reasons for the denial;

	(b)	A reference to the specific provisions of the Agreement on which the denial is based;

	(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

	(d)	An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

	(e)	A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

7.2

Review Procedure . If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:

7.2.1

7.2.2

7.2.3

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

7.2.4

7.2.5

	(a)	The specific reasons for the denial;

	(b)	A reference to the specific provisions of the Agreement on which the denial is based;

	(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 8

Amendments and Termination

Article 9

Miscellaneous

9.1

Binding Effect . This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, administrators and transferees.

9.2

9.3

Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

9.4

9.5

Applicable Law . The Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

9.6

9.7

9.8

9.9

9.10

This Section 9.10 is intentionally left blank.

9.11

Headings . Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.

9.12

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

9.13

First National Bank of Northern California

975 El Camino Real

South San Francisco, CA 94080

9.14

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


EXECUTIVE:		BANK:

		FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

		By
(Name of Executive)
		Title:

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Tony Clifford
Schedule A
(Discount Rate = 5.75%)

	Beginning						Ending
	Accrued						Accrued		Monthly
	Liability		Service		Imputed		Liability		Expense
Date	Balance		Cost		Interest		Balance		Recognition

January, 2016	$	768,668.50	$	31,845.18	$	3,683.20	$	804,196.88	$	35,528.38
February, 2016		804,196.88		31,845.18		3,853.44		839,895.50		35,698.62
March, 2016		839,895.50		31,845.18		4,024.50		875,765.18		35,869.68
April, 2016		875,765.18		31,845.18		4,196.37		911,806.73		36,041.55
May, 2016		911,806.73		31,845.18		4,369.07		948,020.98		36,214.25
June, 2016		948,020.98		31,845.18		4,542.60		984,408.76		36,387.78
July, 2016		984,408.76		31,845.18		4,716.96		1,020,970.90		36,562.14
August, 2016		1,020,970.90		31,845.18		4,892.15		1,057,708.23		36,737.33
September, 2016		1,057,708.23		31,845.18		5,068.19		1,094,621.60		36,913.37
October, 2016		1,094,621.60		31,845.18		5,245.06		1,131,711.84		37,090.24
November, 2016		1,131,711.84		31,845.18		5,422.79		1,168,979.81		37,267.97
December, 2016		1,168,979.81		31,845.18		5,601.36		1,206,426.35		37,446.54
January, 2017		1,206,426.35		31,845.18		5,780.79		1,244,052.32		37,625.97
February, 2017		1,244,052.32		31,845.18		5,961.08		1,281,858.58		37,806.26
March, 2017		1,281,858.58		31,845.18		6,142.24		1,319,846.00		37,987.42
April, 2017		1,319,846.00		31,845.18		6,324.26		1,358,015.44		38,169.44
May, 2017		1,358,015.44		31,845.18		6,507.16		1,396,367.78		38,352.34
June, 2017		1,396,367.78		31,845.18		6,690.93		1,434,903.89		38,536.11
July, 2017		1,434,903.89		31,845.18		6,875.58		1,473,624.65		38,720.76
August, 2017		1,473,624.65		31,845.18		7,061.12		1,512,530.95		38,906.30
September, 2017		1,512,530.95		31,845.18		7,247.54		1,551,623.67		39,092.72
October, 2017		1,551,623.67		31,845.18		7,434.86		1,590,903.71		39,280.04
November, 2017		1,590,903.71		31,845.18		7,623.08		1,630,371.97		39,468.26
December, 2017		1,630,371.97		31,845.18		7,812.20		1,670,029.35		39,657.38

Exhibit 10.4

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Effective this 1st day of January 2016 (“Effective Date”), this agreement AMENDS AND RESTATES the EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT (“Agreement”), which was originally entered into effective January 1, 2007, and subsequently amended on December 12, 2008, between FIRST NATIONAL BANK OF NORTHERN CALIFORNIA (“Bank”), a national bank located in South San Francisco, California, and organized under the laws of the United States, and DAVID A. CURTIS (“Executive”), a member of a select group of management and highly compensated employees of the Bank. The purpose of this amended and restated Agreement is to memorialize certain changes agreed to by the Board and the Executive relating to retirement and change in control.

Article 1

Definitions and Construction

Where the following words and phrases appear in the Agreement, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary:

1.1

1.2

1.3

“Board” shall mean the Board of Directors of the Bank.

1.4

“Change in Control” shall mean a change in ownership or control of the Bank as defined in Treasury Regulation §1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.

1.5

“Code” shall mean the United States Internal Revenue Code of 1986, as amended.

1.6

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

1.7

1.8

1.9

“Effective Date” shall mean January 1, 2016.

1.10

“Normal Retirement Date” shall mean the date on which Executive has a Separation from Service for any reason (except for “Cause”) from the Bank on or after January 1, 2017.

1.11

“Plan Administrator” shall mean the plan administrator described in Article 6.

1.12

1.13

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

1.14

“Termination for Cause” has that meaning set forth in Article 5.

1.15

(a)

A material reduction in the Executive’s Base Salary;

(b)

(c)

Failing to require any Successor Company to assume and agree to perform the Bank’s obligations hereunder;

(d)

(1)

Requiring Executive to be based at a location that requires the Executive to travel at least an additional thirty-five (35) miles per day;

(2)

Requiring Executive to report to a position which is at a lower level than the highest level to which Executive reported within the six (6) months prior to the Change in Control;

(3)

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Article 2

Distributions During Lifetime

2.1

2.1.1

2.1.2

2.2

Early Voluntary Termination Benefit . Upon the Executive’s Early Voluntary Termination, the Executive shall not be entitled to a benefit under this Agreement

2.3

2.3.1

2.3.2

Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following the Separation from Service. The annual benefit shall be distributed to the Executive for twenty (20) years.

2.4

	2.4.1	Amount of Benefit . The benefit under this Section 2.4 is the Accrued Liability Balance, calculated as of the last day of the month preceding the Executive’s date of Disability. This benefit is determined by calculating a twenty-year fixed annuity from said Accrued Liability Balance, crediting interest on the unpaid balance at the annual plan discount rate, compounded monthly.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

	2.4.2	Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following the date of Disability. The annual benefit shall be distributed to the Executive for twenty (20) years (240 months).

2.5

2.5.1

2.5.2

Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following Separation from Service. The annual benefit shall be distributed to the Executive for twenty (20) years (240 months).

2.5.3

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

2.5.3.1

2.6

2.7

2.8

	(a)	the subsequent deferral election may not take effect until at least 12 months after the date on which the election is made (i.e. If a distribution event occurs in the interim, the original distribution method must be followed);

	(b)	the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five years from the date such payment would otherwise have been paid; and

(c)

in the case of a payment made at a specified time, the election must be made not less than 12 months before the date the payment is scheduled to be paid.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Article 3

Distribution Upon Death

3.1

Article 4

Beneficiaries

[This article intentionally left blank]

Article 5

General Limitations

5.1

Termination for Cause . In the event that Executive’s employment is terminated for Cause, Executive shall forfeit all rights and benefits under this Agreement.

Article 6

Administration of Agreement

6.1

6.2

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

6.3

6.4

6.5

6.6

6.7

Arbitration .

The arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (the “AAA”) then in effect.

The arbitration shall be conducted in San Francisco, California, or in any other city of the United States of America as the parties to the dispute may designate by mutual written consent.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

6.8

6.9

Article 7

Claims and Review Procedures

7.1

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

	7.1.1	Initiation – Written Claim . The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits.

7.1.2

7.1.3

	(a)	The specific reasons for the denial;

	(b)	A reference to the specific provisions of the Agreement on which the denial is based;

	(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

	(d)	An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

	(e)	A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

7.2

Review Procedure . If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:

7.2.1

7.2.2

7.2.3

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

7.2.4

7.2.5

	(a)	The specific reasons for the denial;

	(b)	A reference to the specific provisions of the Agreement on which the denial is based;

	(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 8

Amendments and Termination

Article 9

Miscellaneous

9.1

Binding Effect . This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, administrators and transferees.

9.2

9.3

Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

9.4

9.5

Applicable Law . The Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

9.6

9.7

9.8

9.9

9.10

This Section 9.10 is intentionally left blank.

9.11

Headings . Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.

9.12

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

9.13

First National Bank of Northern California

975 El Camino Real

South San Francisco, CA 94080

9.14

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


EXECUTIVE:		BANK:

		FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

		By
(Name of Executive)
		Title:

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

David Curtis
Schedule A
(Discount Rate = 5.75%)

	Beginning						Ending
	Accrued						Accrued		Monthly
	Liability		Service		Imputed		Liability		Expense
Date	Balance		Cost		Interest		Balance		Recognition

January, 2016	$	992,915.64	$	35,639.66	$	4,757.72	$	1,033,313.02	$	40,397.38
February, 2016		1,033,313.02		35,639.66		4,951.29		1,073,903.97		40,590.95
March, 2016		1,073,903.97		35,639.66		5,145.79		1,114,689.42		40,785.45
April, 2016		1,114,689.42		35,639.66		5,341.22		1,155,670.30		40,980.88
May, 2016		1,155,670.30		35,639.66		5,537.59		1,196,847.55		41,177.25
June, 2016		1,196,847.55		35,639.66		5,734.89		1,238,222.10		41,374.55
July, 2016		1,238,222.10		35,639.66		5,933.15		1,279,794.91		41,572.81
August, 2016		1,279,794.91		35,639.66		6,132.35		1,321,566.92		41,772.01
September, 2016		1,321,566.92		35,639.66		6,332.51		1,363,539.09		41,972.17
October, 2016		1,363,539.09		35,639.66		6,533.62		1,405,712.37		42,173.28
November, 2016		1,405,712.37		35,639.66		6,735.71		1,448,087.74		42,375.37
December, 2016		1,448,087.74		35,639.66		6,938.75		1,490,666.15		42,578.41
January, 2017		1,490,666.15		35,639.66		7,142.78		1,533,448.59		42,782.44
February, 2017		1,533,448.59		35,639.66		7,347.77		1,576,436.02		42,987.43
March, 2017		1,576,436.02		35,639.66		7,553.76		1,619,629.44		43,193.42
April, 2017		1,619,629.44		35,639.66		7,760.72		1,663,029.82		43,400.38
May, 2017		1,663,029.82		35,639.66		7,968.68		1,706,638.16		43,608.34
June, 2017		1,706,638.16		35,639.66		8,177.64		1,750,455.46		43,817.30
July, 2017		1,750,455.46		35,639.66		8,387.60		1,794,482.72		44,027.26
August, 2017		1,794,482.72		35,639.66		8,598.56		1,838,720.94		44,238.22
September, 2017		1,838,720.94		35,639.66		8,810.54		1,883,171.14		44,450.20
October, 2017		1,883,171.14		35,639.66		9,023.53		1,927,834.33		44,663.19
November, 2017		1,927,834.33		35,639.66		9,237.54		1,972,711.53		44,877.20
December, 2017		1,972,711.53		35,639.66		9,452.58		2,017,803.77		45,092.24

Exhibit 10.5

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Effective this 1st day of January 2016 (“Effective Date”), this agreement AMENDS AND RESTATES the EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT (“Agreement”), which was originally entered into effective January 1, 2007, and subsequently amended on December 12, 2008, between FIRST NATIONAL BANK OF NORTHERN CALIFORNIA (“Bank”), a national bank located in South San Francisco, California, and organized under the laws of the United States, and RANDY BRUGIONI (“Executive”), a member of a select group of management and highly compensated employees of the Bank. The purpose of this amended and restated Agreement is to memorialize certain changes agreed to by the Board and the Executive relating to retirement and change in control.

Article 1

Definitions and Construction

Where the following words and phrases appear in the Agreement, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary:

1.1

1.2

1.3

“Board” shall mean the Board of Directors of the Bank.

1.4

“Change in Control” shall mean a change in ownership or control of the Bank as defined in Treasury Regulation §1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.

1.5

“Code” shall mean the United States Internal Revenue Code of 1986, as amended.

1.6

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

1.7

1.8

1.9

“Effective Date” shall mean January 1, 2016.

1.10

“Normal Retirement Date” shall mean the date on which Executive has a Separation from Service for any reason (except for “Cause”) from the Bank on or after January 1, 2017.

1.11

“Plan Administrator” shall mean the plan administrator described in Article 6.

1.12

1.13

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

1.14

“Termination for Cause” has that meaning set forth in Article 5.

1.15

(a)

A material reduction in the Executive’s Base Salary;

(b)

(c)

Failing to require any Successor Company to assume and agree to perform the Bank’s obligations hereunder;

(d)

(1)

Requiring Executive to be based at a location that requires the Executive to travel at least an additional thirty-five (35) miles per day;

(2)

Requiring Executive to report to a position which is at a lower level than the highest level to which Executive reported within the six (6) months prior to the Change in Control;

(3)

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Article 2

Distributions During Lifetime

2.1

2.1.1

2.1.2

2.2

Early Voluntary Termination Benefit . Upon the Executive’s Early Voluntary Termination, the Executive shall not be entitled to a benefit under this Agreement

2.3

2.3.1

2.3.2

Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following the Separation from Service. The annual benefit shall be distributed to the Executive for twenty (20) years.

2.4

	2.4.1	Amount of Benefit . The benefit under this Section 2.4 is the Accrued Liability Balance, calculated as of the last day of the month preceding the Executive’s date of Disability. This benefit is determined by calculating a twenty-year fixed annuity from said Accrued Liability Balance, crediting interest on the unpaid balance at the annual plan discount rate, compounded monthly.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

	2.4.2	Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following the date of Disability. The annual benefit shall be distributed to the Executive for twenty (20) years (240 months).

2.5

2.5.1

2.5.2

Form and Timing of Benefit . Subject to Section 2.6, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments, commencing on the first day of the month following Separation from Service. The annual benefit shall be distributed to the Executive for twenty (20) years (240 months).

2.5.3

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

2.5.3.1

2.6

2.7

2.8

	(a)	the subsequent deferral election may not take effect until at least 12 months after the date on which the election is made (i.e. If a distribution event occurs in the interim, the original distribution method must be followed);

	(b)	the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five years from the date such payment would otherwise have been paid; and

(c)

in the case of a payment made at a specified time, the election must be made not less than 12 months before the date the payment is scheduled to be paid.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Article 3

Distribution Upon Death

3.1

Article 4

Beneficiaries

[This article intentionally left blank]

Article 5

General Limitations

5.1

Termination for Cause . In the event that Executive’s employment is terminated for Cause, Executive shall forfeit all rights and benefits under this Agreement.

Article 6

Administration of Agreement

6.1

6.2

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

6.3

6.4

6.5

6.6

6.7

Arbitration .

The arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (the “AAA”) then in effect.

The arbitration shall be conducted in San Francisco, California, or in any other city of the United States of America as the parties to the dispute may designate by mutual written consent.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

6.8

6.9

Article 7

Claims and Review Procedures

7.1

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

	7.1.1	Initiation – Written Claim . The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits.

7.1.2

7.1.3

	(a)	The specific reasons for the denial;

	(b)	A reference to the specific provisions of the Agreement on which the denial is based;

	(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

	(d)	An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

	(e)	A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

7.2

Review Procedure . If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:

7.2.1

7.2.2

7.2.3

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

7.2.4

7.2.5

	(a)	The specific reasons for the denial;

	(b)	A reference to the specific provisions of the Agreement on which the denial is based;

	(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 8

Amendments and Termination

Article 9

Miscellaneous

9.1

Binding Effect . This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, administrators and transferees.

9.2

9.3

Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

9.4

9.5

Applicable Law . The Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

9.6

9.7

9.8

9.9

9.10

This Section 9.10 is intentionally left blank.

9.11

Headings . Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.

9.12

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

9.13

First National Bank of Northern California

975 El Camino Real

South San Francisco, CA 94080

9.14

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


EXECUTIVE:		BANK:

		FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

		By
(Name of Executive)
		Title:

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Randy Brugioni
Schedule A
(Discount Rate = 5.75%)

	Beginning						Ending
	Accrued						Accrued		Monthly
	Liability		Service		Imputed		Liability		Expense
Date	Balance		Cost		Interest		Balance		Recognition

January, 2016	$	524,204.00	$	35,307.23	$	2,511.81	$	562,023.04	$	37,819.04
February, 2016		562,023.04		35,307.23		2,693.03		600,023.30		38,000.26
March, 2016		600,023.30		35,307.23		2,875.11		638,205.64		38,182.34
April, 2016		638,205.64		35,307.23		3,058.07		676,570.94		38,365.30
May, 2016		676,570.94		35,307.23		3,241.90		715,120.07		38,549.13
June, 2016		715,120.07		35,307.23		3,426.62		753,853.92		38,733.85
July, 2016		753,853.92		35,307.23		3,612.22		792,773.37		38,919.45
August, 2016		792,773.37		35,307.23		3,798.71		831,879.31		39,105.94
September, 2016		831,879.31		35,307.23		3,986.09		871,172.63		39,293.32
October, 2016		871,172.63		35,307.23		4,174.37		910,654.23		39,481.60
November, 2016		910,654.23		35,307.23		4,363.55		950,325.01		39,670.78
December, 2016		950,325.01		35,307.23		4,553.64		990,185.88		39,860.87
January, 2017		990,185.88		35,307.23		4,744.64		1,030,237.75		40,051.87
February, 2017		1,030,237.75		35,307.23		4,936.56		1,070,481.54		40,243.79
March, 2017		1,070,481.54		35,307.23		5,129.39		1,110,918.16		40,436.62
April, 2017		1,110,918.16		35,307.23		5,323.15		1,151,548.54		40,630.38
May, 2017		1,151,548.54		35,307.23		5,517.84		1,192,373.61		40,825.07
June, 2017		1,192,373.61		35,307.23		5,713.46		1,233,394.30		41,020.69
July, 2017		1,233,394.30		35,307.23		5,910.01		1,274,611.54		41,217.24
August, 2017		1,274,611.54		35,307.23		6,107.51		1,316,026.28		41,414.74
September, 2017		1,316,026.28		35,307.23		6,305.96		1,357,639.47		41,613.19
October, 2017		1,357,639.47		35,307.23		6,505.36		1,399,452.06		41,812.59
November, 2017		1,399,452.06		35,307.23		6,705.71		1,441,465.00		42,012.94
December, 2017		1,441,465.00		35,307.22		6,907.02		1,483,679.24		42,214.24

Exhibit 10.6

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

THIS SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the “Agreement”), entered into this 27th day of May, 2016, AMENDS AND RESTATES the agreement originally entered into on February 15, 2012, by and between FIRST NATIONAL BANK OF NORTHERN CALIFORNIA, a national bank organized under the laws of the United States, located in South San Francisco, California (the “Bank”), and TOM MCGRAW (the “Executive”).

The purpose of this Agreement is to retain and reward the Executive, by dividing the death proceeds of certain life insurance policies which are owned by the Bank on the life of the Executive with the designated beneficiary of the Executive. The Bank will pay the life insurance premiums from its general assets.

Death proceeds payable under this Agreement shall be paid solely by the Insurer from the proceeds of any Policy(ies) on the life of the Insured. In no event shall the Bank be obligated to pay a death benefit under this Agreement from its general funds. Should an Insurer refuse or be unable to pay death proceeds endorsed to Insured under the express terms of this Agreement, Executive’s Beneficiary(ies) shall not be entitled to a death benefit.

Article 1

Definitions

Whenever used in this Agreement, the following terms shall have the meanings specified:

1.1

“Bank’s Interest” means the benefit set forth in Section 2.1.

1.2

“Beneficiary” means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive.

1.3

“Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.

1.4

“Board” means the Board of Directors of the Bank as from time to time constituted.

1.5

“Executive’s Interest” means the benefit set forth in Section 2.2.

1.6

“Insurer” means the insurance company issuing the Policy on the life of the Executive.

1.7

“Net Death Proceeds” means the total death proceeds of the Policy minus the greater of (i) the cash surrender value or (ii) the aggregate premiums paid by the Bank.

1.8

“Policy” or “Policies” means the individual insurance policy or policies adopted by the Bank for purposes of insuring the Executive’s life under this Agreement.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Article 2

Policy Ownership/Interests/Insurer/Assignment

2.1

Bank’s Interest. The Bank shall be the sole owner of the Policies and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of the remaining death proceeds of the Policies after the Executive’s Interest is determined according to Section 2.2 below.

2.2

Executive’s Interest. The Executive shall have the right to designate the beneficiary of a portion of the death proceeds. The Executive shall also have the right to elect and change settlement options that may be permitted. Upon the termination of this Agreement according to Article 7 herein, the Executive, the Executive’s transferee, or the Executive’s beneficiary shall have no rights or interests in the Policy and no death benefit shall be paid under this Section 2.2.

2.2.1

Death During Active Service. If the Executive dies while in the active service of the Bank, the Bank shall pay to the Executive’s beneficiary the present value of the stream of payments the Executive would have received under the First National Bank of Northern California Amended and Restated Executive Supplemental Compensation Agreement (the “ESCA”), dated ________________________, between the Executive and the Bank, as if the Executive had reached full retirement benefit status under the ESCA while in the active service of the Bank. This amount is payable in a lump sum upon the death of the Executive.

2.2.2

Death During Payment of a Benefit under the ESCA. If the Executive dies after any benefit payments have commenced under Article 2 of the ESCA but before receiving all such payments, the Bank shall cease paying the remaining benefit, if any, and shall then pay to the Executive’s beneficiary a split dollar benefit equal to the present value of the remaining stream of payments under the ESCA. This amount is payable in a lump sum upon the death of the Executive.

2.2.3

Death After Termination of Employment But Before Commencement of Payment under the ESCA. If the Executive is entitled to a benefit under Article 2 of the ESCA, but dies prior to the commencement of said benefit payments, the Bank shall pay no benefit under the ESCA but shall pay to the Executive’s beneficiary a split dollar death benefit equal to the present value of the remaining stream of payments under the ESCA. This amount is payable in a lump sum upon the death of the Executive.

2.2.4.

Limitation on Amounts. Notwithstanding anything to the contrary in this Agreement, any benefit payable under this Agreement shall not exceed the Net Death Proceeds of the Policy.

2.3

Insurer. The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

2.4

Assignment. The Executive may assign without consideration all of the Executive’s interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive’s interest in the Policy, then all of the Executive’s interest in the Policy and in the Agreement shall be vested in the Executive’s transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

2.5

Comparable Coverage. Upon execution of this Agreement, the Bank shall maintain the Policy in full force and effect and in no event shall the Bank amend, terminate, or otherwise abrogate the Executive’s interest in the Policy, unless the Bank replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and the Bank and the Executive execute a new Split Dollar Policy Endorsement for said comparable insurance policy. The Policy or any comparable policy shall be subject to the claims of the Bank’s creditors.

Article 3

Premiums and Imputed Income

3.1

Premium Payment. The Bank shall pay all premiums due on all Policies.

3.2

Economic Benefit. The Bank shall determine the economic benefit attributable to the Executive based on the life insurance premium factor for the Executive’s age multiplied by the aggregate death benefit payable to the Beneficiary. The “life insurance premium factor” is the minimum factor applicable under guidance published pursuant to Treasury Reg. § 1.61-22(d)(3)(ii) or any subsequent authority.

3.3

Imputed Income. The Bank shall impute the economic benefit to the Executive on an annual basis, by adding the economic benefit to the Executive’s W-2, or if applicable, Form 1099.

Article 4

General Limitations

4.1

Termination for Cause. In the event that Executive’s employment is terminated for Cause, Executive shall forfeit all rights and benefits under this Agreement.

“Cause” shall mean (i) the Executive’s willful misconduct, usurpation of business opportunity or gross negligence related to the Bank; provided that Executive shall first be given ten (10) days following written notice from the Board to cure any such breach (to the extent such breach is capable of being cured); (ii) the Executive’s willful failure to adhere to the reasonable policies of the Bank or any State of California or federal banking laws (including the laws, rules, or regulations of the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or the Office of the Comptroller of the Currency); provided that Executive shall first be given ten (10) days following written notice from the Board to commence compliance with such policies or laws to the extent such failure is able to be complied with subsequently; (iii) the Executive’s unauthorized disclosure to third parties of any confidential information (including trade secrets) of the Bank; or (iv) the Executive’s conviction of or entering of a guilty pleas or a plea of no contest with respect to (A) a felony, (B) any crime involving fraud, larceny, or embezzlement, or (C) any other crime involving moral turpitude which is injurious to the reputation of the Bank. No act, or failure to act, by Executive shall be “willful” unless committed without good faith and without a reasonable belief that the act or omission was in the best interest of the Bank.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Article 5

Beneficiaries

5.1

Beneficiary. The Executive shall have the right, at any time, to designate a Beneficiary(ies) to receive any benefits payable under the Agreement upon the death of the Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designation under any other Agreement of the Bank in which the Executive participates.

5.2

Beneficiary Designation; Change. The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and delivering it to the Bank or its designated agent. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and Bank’s rules and procedures, as in effect from time to time. Upon the acceptance by the Bank of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Bank shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Bank prior to the Executive’s death.

5.3

Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Bank or its designated agent.

5.4

No Beneficiary Designation. If the Executive dies without a valid designation of beneficiary, or if all designated Beneficiaries predecease the Executive, then the Executive’s surviving spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, the benefits shall be made payable to the personal representative of the Executive’s estate.

5.5

Facility of Payment. If the Bank determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that person’s property, the Bank may direct payment of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Bank may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Executive and the Executive’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such payment amount.

Article 6

Claims And Review Procedure

6.1

Claims Procedure. The Executive or Beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

6.1.1

Initiation – Written Claim. The claimant initiates a claim by submitting to the Bank a written claim for the benefits.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

6.1.2

Timing of Bank Response. The Bank shall respond to such claimant within 90 days after receiving the claim. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

6.1.3

Notice of Decision. If the Bank denies part or all of the claim, the Bank shall notify the claimant in writing of such denial. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

		(a)	The specific reasons for the denial;

		(b)	A reference to the specific provisions of the Agreement on which the denial is based;

		(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

		(d)	An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

(e)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

6.2

Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows:

6.2.1

Initiation – Written Request. To initiate the review, the claimant, within 60 days after receiving the Bank’s notice of denial, must file with the Bank a written request for review.

6.2.2

Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

6.2.3

Considerations on Review. In considering the review, the Bank shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4

Timing of Bank’s Response. The Bank shall respond in writing to such claimant within 60 days after receiving the request for review. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

6.2.5

Notice of Decision. The Bank shall notify the claimant in writing of its decision on review. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

		(a)	The specific reasons for the denial;

		(b)	A reference to the specific provisions of the Agreement on which the denial is based;

		(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 7

Amendments and Termination

7.1

Amendment or Termination. This Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive. In the event that the Bank decides to maintain the Policy after termination of the Agreement, the Bank shall be the direct beneficiary of the entire death proceeds of the Policy.

7.2

Offer to Purchase. If the Agreement is terminated pursuant to Section 7.1, the Bank shall not surrender, sell, or transfer ownership of the Policy without first giving the Executive or the Executive’s transferee the option to purchase the Policy for a period of sixty (60) days from written notice of such intention. The purchase price shall be the fair market value of the Policy, as determined under Treasury Reg. §1.61-22(g)(2) or any subsequent applicable authority.

Article 8

Administration

8.1

Plan Administrator Duties. This Agreement shall be administered by a Plan Administrator which shall consist of the Board, or such committee or persons as the Board may choose. The Plan Administrator shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions including interpretations of this Agreement, as may arise in connection with this Agreement, provided that such amendments and interpretations are made at all times in compliance with Section 409A of the Code.

8.2

Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Bank.

8.3

Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

8.4

Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

8.5

Information. To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters relating to the death of the Executive, and such other pertinent information as the Plan Administrator may reasonably require.

Article 9

Miscellaneous

9.1

Binding Effect. This Agreement shall bind the Executive and the Bank, their beneficiaries, survivors, executors, administrators and transferees and any Beneficiary.

9.2

No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an Executive of the Bank, nor does it interfere with the Bank’s right to discharge the Executive. It also does not require the Executive to remain an Executive nor interfere with the Executive’s right to terminate employment at any time.

9.3

Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of California, except to the extent preempted by the laws of the United States of America.

9.4

Reorganization. The Bank shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Bank under this Agreement. Upon the occurrence of such event, the term “Bank” as used in this Agreement shall be deemed to refer to the successor or survivor company.

9.5

Notice . Any notice or filing required or permitted to be given to the Bank under this Agreement shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

First National Bank of Northern California

975 El Camino Real

South San Francisco, CA 94080

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification.

Any notice or filing required pr permitted to be given to the Executive under this Agreement shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Executive.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

9.6

Entire Agreement . This Agreement, along with the Executive’s Beneficiary Designation Form, constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive under this Agreement other than those specifically set forth herein.

IN WITNESS WHEREOF, the parties executed this Agreement as of the date indicated above.


(NAME OF THE EXECUTIVE)

Executive

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

By

Title:

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Beneficiary Designation

{ } New Designation

{ } Change in Designation

I, ________________________________. Designate the following as Beneficiary under the Agreement:

Primary: _______________________________________________________________ _______________________________________________________________	_________ % _________ %

Contingent:
______________________________________________________________	_________ %
______________________________________________________________	_________ %

Notes:

	·	Please PRINT CLEARLY or TYPE the names of the beneficiaries.

	·	To name a trust as Beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

	·	To name your estate as Beneficiary, please write “Estate of [your name ]”.

Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.

I understand that I may change these beneficiary designations by delivering a new written designation to the Plan Administrator, which shall be effective only upon receipt and acknowledgment by the Plan Administrator prior to death. I further understand that the designations will be automatically revoked if the Beneficiary predeceases me, or, if I have named my spouse as Beneficiary and our marriage is subsequently dissolved.

Name: _____________________________________

Signature:__________________________________ Date: ___________________

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named Beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name: _________________________________________

Signature:_____________________________________________ Date: ___________________

Received by the Plan Administrator this ____________ day of ____________, 2____

By: _____________________________________

Title: ____________________________________

Exhibit 10.7

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Article 1

Definitions

Whenever used in this Agreement, the following terms shall have the meanings specified:

1.1

“Bank’s Interest” means the benefit set forth in Section 2.1.

1.2

“Beneficiary” means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive.

1.3

1.4

“Board” means the Board of Directors of the Bank as from time to time constituted.

1.5

“Executive’s Interest” means the benefit set forth in Section 2.2.

1.6

“Insurer” means the insurance company issuing the Policy on the life of the Executive.

1.7

“Net Death Proceeds” means the total death proceeds of the Policy minus the greater of (i) the cash surrender value or (ii) the aggregate premiums paid by the Bank.

1.8

“Policy” or “Policies” means the individual insurance policy or policies adopted by the Bank for purposes of insuring the Executive’s life under this Agreement.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Article 2

Policy Ownership/Interests/Insurer/Assignment

2.1

2.2

2.2.1

2.2.2

2.2.3

2.2.4.

Limitation on Amounts. Notwithstanding anything to the contrary in this Agreement, any benefit payable under this Agreement shall not exceed the Net Death Proceeds of the Policy.

2.3

2.4

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

2.5

Article 3

Premiums and Imputed Income

3.1

Premium Payment. The Bank shall pay all premiums due on all Policies.

3.2

3.3

Imputed Income. The Bank shall impute the economic benefit to the Executive on an annual basis, by adding the economic benefit to the Executive’s W-2, or if applicable, Form 1099.

Article 4

General Limitations

4.1

Termination for Cause. In the event that Executive’s employment is terminated for Cause, Executive shall forfeit all rights and benefits under this Agreement.

“Cause” shall mean (i) the Executive’s willful misconduct, usurpation of business opportunity or gross negligence related to the Bank; provided that Executive shall first be given ten (10) days following written notice from the Board to cure any such breach (to the extent such breach is capable of being cured); (ii) the Executive’s willful failure to adhere to the reasonable policies of the Bank or any State of California or federal banking laws (including the laws, rules, or regulations of the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or the Office of the Comptroller of the Currency); provided that Executive shall first be given ten (10) days following written notice from the Board to commence compliance with such policies or laws to the extent such failure is able to be complied with subsequently; (iii) the Executive’s unauthorized disclosure to third parties of any confidential information (including trade secrets) of the Bank; or (iv) the Executive’s conviction of or entering of a guilty pleas or a plea of no contest with respect to (A) a felony, (B) any crime involving fraud, larceny, or embezzlement, or (C) any other crime involving moral turpitude which is injurious to the reputation of the Bank. No act, or failure to act, by Executive shall be “willful” unless committed without good faith and without a reasonable belief that the act or omission was in the best interest of the Bank.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Article 5

Beneficiaries

5.1

5.2

5.3

Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Bank or its designated agent.

5.4

5.5

Article 6

Claims And Review Procedure

6.1

6.1.1

Initiation – Written Claim. The claimant initiates a claim by submitting to the Bank a written claim for the benefits.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

6.1.2

6.1.3

		(a)	The specific reasons for the denial;

		(b)	A reference to the specific provisions of the Agreement on which the denial is based;

		(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

		(d)	An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

(e)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

6.2

Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows:

6.2.1

Initiation – Written Request. To initiate the review, the claimant, within 60 days after receiving the Bank’s notice of denial, must file with the Bank a written request for review.

6.2.2

Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

6.2.3

6.2.4

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

6.2.5

		(a)	The specific reasons for the denial;

		(b)	A reference to the specific provisions of the Agreement on which the denial is based;

		(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 7

Amendments and Termination

7.1

7.2

Article 8

Administration

8.1

8.2

Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Bank.

8.3

Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

8.4

Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

8.5

Article 9

Miscellaneous

9.1

Binding Effect. This Agreement shall bind the Executive and the Bank, their beneficiaries, survivors, executors, administrators and transferees and any Beneficiary.

9.2

9.3

9.4

9.5

First National Bank of Northern California

975 El Camino Real

South San Francisco, CA 94080

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

9.6

IN WITNESS WHEREOF, the parties executed this Agreement as of the date indicated above.


(NAME OF THE EXECUTIVE)

Executive

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

By

Title:

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Beneficiary Designation

{ } New Designation

{ } Change in Designation

I, ________________________________. Designate the following as Beneficiary under the Agreement:

Primary: _______________________________________________________________ _______________________________________________________________	_________ % _________ %

Contingent:
______________________________________________________________	_________ %
______________________________________________________________	_________ %

Notes:

	·	Please PRINT CLEARLY or TYPE the names of the beneficiaries.

	·	To name a trust as Beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

	·	To name your estate as Beneficiary, please write “Estate of [your name ]”.

Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.

Name: _____________________________________

Signature:__________________________________ Date: ___________________

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named Beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name: _________________________________________

Signature:_____________________________________________ Date: ___________________

Received by the Plan Administrator this ____________ day of ____________, 2____

By: _____________________________________

Title:____________________________________

Exhibit 10.8

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Article 1

Definitions

Whenever used in this Agreement, the following terms shall have the meanings specified:

1.1

“Bank’s Interest” means the benefit set forth in Section 2.1.

1.2

“Beneficiary” means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive.

1.3

1.4

“Board” means the Board of Directors of the Bank as from time to time constituted.

1.5

“Executive’s Interest” means the benefit set forth in Section 2.2.

1.6

“Insurer” means the insurance company issuing the Policy on the life of the Executive.

1.7

“Net Death Proceeds” means the total death proceeds of the Policy minus the greater of (i) the cash surrender value or (ii) the aggregate premiums paid by the Bank.

1.8

“Policy” or “Policies” means the individual insurance policy or policies adopted by the Bank for purposes of insuring the Executive’s life under this Agreement.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Article 2

Policy Ownership/Interests/Insurer/Assignment

2.1

2.2

2.2.1

2.2.2

2.2.3

2.2.4.

Limitation on Amounts. Notwithstanding anything to the contrary in this Agreement, any benefit payable under this Agreement shall not exceed the Net Death Proceeds of the Policy.

2.3

2.4

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

2.5

Article 3

Premiums and Imputed Income

3.1

Premium Payment. The Bank shall pay all premiums due on all Policies.

3.2

3.3

Imputed Income. The Bank shall impute the economic benefit to the Executive on an annual basis, by adding the economic benefit to the Executive’s W-2, or if applicable, Form 1099.

Article 4

General Limitations

4.1

Termination for Cause. In the event that Executive’s employment is terminated for Cause, Executive shall forfeit all rights and benefits under this Agreement.

“Cause” shall mean (i) the Executive’s willful misconduct, usurpation of business opportunity or gross negligence related to the Bank; provided that Executive shall first be given ten (10) days following written notice from the Board to cure any such breach (to the extent such breach is capable of being cured); (ii) the Executive’s willful failure to adhere to the reasonable policies of the Bank or any State of California or federal banking laws (including the laws, rules, or regulations of the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or the Office of the Comptroller of the Currency); provided that Executive shall first be given ten (10) days following written notice from the Board to commence compliance with such policies or laws to the extent such failure is able to be complied with subsequently; (iii) the Executive’s unauthorized disclosure to third parties of any confidential information (including trade secrets) of the Bank; or (iv) the Executive’s conviction of or entering of a guilty pleas or a plea of no contest with respect to (A) a felony, (B) any crime involving fraud, larceny, or embezzlement, or (C) any other crime involving moral turpitude which is injurious to the reputation of the Bank. No act, or failure to act, by Executive shall be “willful” unless committed without good faith and without a reasonable belief that the act or omission was in the best interest of the Bank.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Article 5

Beneficiaries

5.1

5.2

5.3

Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Bank or its designated agent.

5.4

5.5

Article 6

Claims And Review Procedure

6.1

6.1.1

Initiation – Written Claim. The claimant initiates a claim by submitting to the Bank a written claim for the benefits.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

6.1.2

6.1.3

		(a)	The specific reasons for the denial;

		(b)	A reference to the specific provisions of the Agreement on which the denial is based;

		(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

		(d)	An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

(e)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

6.2

Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows:

6.2.1

Initiation – Written Request. To initiate the review, the claimant, within 60 days after receiving the Bank’s notice of denial, must file with the Bank a written request for review.

6.2.2

Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

6.2.3

6.2.4

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

6.2.5

		(a)	The specific reasons for the denial;

		(b)	A reference to the specific provisions of the Agreement on which the denial is based;

		(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 7

Amendments and Termination

7.1

7.2

Article 8

Administration

8.1

8.2

Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Bank.

8.3

Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

8.4

Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

8.5

Article 9

Miscellaneous

9.1

Binding Effect. This Agreement shall bind the Executive and the Bank, their beneficiaries, survivors, executors, administrators and transferees and any Beneficiary.

9.2

9.3

9.4

9.5

First National Bank of Northern California

975 El Camino Real

South San Francisco, CA 94080

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

9.6

IN WITNESS WHEREOF, the parties executed this Agreement as of the date indicated above.


(NAME OF THE EXECUTIVE)

Executive

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

By

Title:

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Beneficiary Designation

{ } New Designation

{ } Change in Designation

I, ________________________________. Designate the following as Beneficiary under the Agreement:

Primary: _______________________________________________________________ _______________________________________________________________	_________ % _________ %

Contingent:
______________________________________________________________	_________ %
______________________________________________________________	_________ %

Notes:

	·	Please PRINT CLEARLY or TYPE the names of the beneficiaries.

	·	To name a trust as Beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

	·	To name your estate as Beneficiary, please write “Estate of [your name ]”.

Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.

Name: _____________________________________

Signature:__________________________________ Date: ___________________

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named Beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name: _________________________________________

Signature:_____________________________________________ Date: ___________________

Received by the Plan Administrator this ____________ day of ____________, 2____

By: _____________________________________

Title:____________________________________

Exhibit 10.9

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Article 1

Definitions

Whenever used in this Agreement, the following terms shall have the meanings specified:

1.1

“Bank’s Interest” means the benefit set forth in Section 2.1.

1.2

“Beneficiary” means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive.

1.3

1.4

“Board” means the Board of Directors of the Bank as from time to time constituted.

1.5

“Executive’s Interest” means the benefit set forth in Section 2.2.

1.6

“Insurer” means the insurance company issuing the Policy on the life of the Executive.

1.7

“Net Death Proceeds” means the total death proceeds of the Policy minus the greater of (i) the cash surrender value or (ii) the aggregate premiums paid by the Bank.

1.8

“Policy” or “Policies” means the individual insurance policy or policies adopted by the Bank for purposes of insuring the Executive’s life under this Agreement.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Article 2

Policy Ownership/Interests/Insurer/Assignment

2.1

2.2

2.2.1

2.2.2

2.2.3

2.2.4.

Limitation on Amounts. Notwithstanding anything to the contrary in this Agreement, any benefit payable under this Agreement shall not exceed the Net Death Proceeds of the Policy.

2.3

2.4

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

2.5

Article 3

Premiums and Imputed Income

3.1

Premium Payment. The Bank shall pay all premiums due on all Policies.

3.2

3.3

Imputed Income. The Bank shall impute the economic benefit to the Executive on an annual basis, by adding the economic benefit to the Executive’s W-2, or if applicable, Form 1099.

Article 4

General Limitations

4.1

Termination for Cause. In the event that Executive’s employment is terminated for Cause, Executive shall forfeit all rights and benefits under this Agreement.

“Cause” shall mean (i) the Executive’s willful misconduct, usurpation of business opportunity or gross negligence related to the Bank; provided that Executive shall first be given ten (10) days following written notice from the Board to cure any such breach (to the extent such breach is capable of being cured); (ii) the Executive’s willful failure to adhere to the reasonable policies of the Bank or any State of California or federal banking laws (including the laws, rules, or regulations of the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or the Office of the Comptroller of the Currency); provided that Executive shall first be given ten (10) days following written notice from the Board to commence compliance with such policies or laws to the extent such failure is able to be complied with subsequently; (iii) the Executive’s unauthorized disclosure to third parties of any confidential information (including trade secrets) of the Bank; or (iv) the Executive’s conviction of or entering of a guilty pleas or a plea of no contest with respect to (A) a felony, (B) any crime involving fraud, larceny, or embezzlement, or (C) any other crime involving moral turpitude which is injurious to the reputation of the Bank. No act, or failure to act, by Executive shall be “willful” unless committed without good faith and without a reasonable belief that the act or omission was in the best interest of the Bank.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Article 5

Beneficiaries

5.1

5.2

5.3

Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Bank or its designated agent.

5.4

5.5

Article 6

Claims And Review Procedure

6.1

6.1.1

Initiation – Written Claim. The claimant initiates a claim by submitting to the Bank a written claim for the benefits.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

6.1.2

6.1.3

		(a)	The specific reasons for the denial;

		(b)	A reference to the specific provisions of the Agreement on which the denial is based;

		(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

		(d)	An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

(e)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

6.2

Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows:

6.2.1

Initiation – Written Request. To initiate the review, the claimant, within 60 days after receiving the Bank’s notice of denial, must file with the Bank a written request for review.

6.2.2

Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

6.2.3

6.2.4

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

6.2.5

		(a)	The specific reasons for the denial;

		(b)	A reference to the specific provisions of the Agreement on which the denial is based;

		(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 7

Amendments and Termination

7.1

7.2

Article 8

Administration

8.1

8.2

Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Bank.

8.3

Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

8.4

Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

8.5

Article 9

Miscellaneous

9.1

Binding Effect. This Agreement shall bind the Executive and the Bank, their beneficiaries, survivors, executors, administrators and transferees and any Beneficiary.

9.2

9.3

9.4

9.5

First National Bank of Northern California

975 El Camino Real

South San Francisco, CA 94080

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

9.6

IN WITNESS WHEREOF, the parties executed this Agreement as of the date indicated above.


(NAME OF THE EXECUTIVE)

Executive

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

By

Title:

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Beneficiary Designation

{ } New Designation

{ } Change in Designation

I, ________________________________. Designate the following as Beneficiary under the Agreement:

Primary: _______________________________________________________________ _______________________________________________________________	_________ % _________ %

Contingent:
______________________________________________________________	_________ %
______________________________________________________________	_________ %

Notes:

	·	Please PRINT CLEARLY or TYPE the names of the beneficiaries.

	·	To name a trust as Beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

	·	To name your estate as Beneficiary, please write “Estate of [your name ]”.

Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.

Name: _____________________________________

Signature:__________________________________ Date: ___________________

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named Beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name: _________________________________________

Signature:_____________________________________________ Date: ___________________

Received by the Plan Administrator this ____________ day of ____________, 2____

By: _____________________________________

Title:____________________________________

Exhibit 10.10

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

AMENDED AND RESTATED

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Article 1

Definitions

Whenever used in this Agreement, the following terms shall have the meanings specified:

1.1

“Bank’s Interest” means the benefit set forth in Section 2.1.

1.2

“Beneficiary” means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive.

1.3

1.4

“Board” means the Board of Directors of the Bank as from time to time constituted.

1.5

“Executive’s Interest” means the benefit set forth in Section 2.2.

1.6

“Insurer” means the insurance company issuing the Policy on the life of the Executive.

1.7

“Net Death Proceeds” means the total death proceeds of the Policy minus the greater of (i) the cash surrender value or (ii) the aggregate premiums paid by the Bank.

1.8

“Policy” or “Policies” means the individual insurance policy or policies adopted by the Bank for purposes of insuring the Executive’s life under this Agreement.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Article 2

Policy Ownership/Interests/Insurer/Assignment

2.1

2.2

2.2.1

2.2.2

2.2.3

2.2.4.

Limitation on Amounts. Notwithstanding anything to the contrary in this Agreement, any benefit payable under this Agreement shall not exceed the Net Death Proceeds of the Policy.

2.3

2.4

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

2.5

Article 3

Premiums and Imputed Income

3.1

Premium Payment. The Bank shall pay all premiums due on all Policies.

3.2

3.3

Imputed Income. The Bank shall impute the economic benefit to the Executive on an annual basis, by adding the economic benefit to the Executive’s W-2, or if applicable, Form 1099.

Article 4

General Limitations

4.1

Termination for Cause. In the event that Executive’s employment is terminated for Cause, Executive shall forfeit all rights and benefits under this Agreement.

“Cause” shall mean (i) the Executive’s willful misconduct, usurpation of business opportunity or gross negligence related to the Bank; provided that Executive shall first be given ten (10) days following written notice from the Board to cure any such breach (to the extent such breach is capable of being cured); (ii) the Executive’s willful failure to adhere to the reasonable policies of the Bank or any State of California or federal banking laws (including the laws, rules, or regulations of the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or the Office of the Comptroller of the Currency); provided that Executive shall first be given ten (10) days following written notice from the Board to commence compliance with such policies or laws to the extent such failure is able to be complied with subsequently; (iii) the Executive’s unauthorized disclosure to third parties of any confidential information (including trade secrets) of the Bank; or (iv) the Executive’s conviction of or entering of a guilty pleas or a plea of no contest with respect to (A) a felony, (B) any crime involving fraud, larceny, or embezzlement, or (C) any other crime involving moral turpitude which is injurious to the reputation of the Bank. No act, or failure to act, by Executive shall be “willful” unless committed without good faith and without a reasonable belief that the act or omission was in the best interest of the Bank.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Article 5

Beneficiaries

5.1

5.2

5.3

Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Bank or its designated agent.

5.4

5.5

Article 6

Claims And Review Procedure

6.1

6.1.1

Initiation – Written Claim. The claimant initiates a claim by submitting to the Bank a written claim for the benefits.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

6.1.2

6.1.3

		(a)	The specific reasons for the denial;

		(b)	A reference to the specific provisions of the Agreement on which the denial is based;

		(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

		(d)	An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

(e)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

6.2

Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows:

6.2.1

Initiation – Written Request. To initiate the review, the claimant, within 60 days after receiving the Bank’s notice of denial, must file with the Bank a written request for review.

6.2.2

Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

6.2.3

6.2.4

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

6.2.5

		(a)	The specific reasons for the denial;

		(b)	A reference to the specific provisions of the Agreement on which the denial is based;

		(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 7

Amendments and Termination

7.1

7.2

Article 8

Administration

8.1

8.2

Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Bank.

8.3

Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

8.4

Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

8.5

Article 9

Miscellaneous

9.1

Binding Effect. This Agreement shall bind the Executive and the Bank, their beneficiaries, survivors, executors, administrators and transferees and any Beneficiary.

9.2

9.3

9.4

9.5

First National Bank of Northern California

975 El Camino Real

South San Francisco, CA 94080

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification.

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

9.6

IN WITNESS WHEREOF, the parties executed this Agreement as of the date indicated above.


(NAME OF THE EXECUTIVE)

Executive

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

By

Title:

F IRST N ATIONAL B ANK OF N ORTHERN C ALIFORNIA

A MENDED AND R ESTATED

S PLIT D OLLAR L IFE I NSURANCE A GREEMENT

Beneficiary Designation

{ } New Designation

{ } Change in Designation

I, ________________________________. Designate the following as Beneficiary under the Agreement:

Primary: _______________________________________________________________ _______________________________________________________________	_________ % _________ %

Contingent:
______________________________________________________________	_________ %
______________________________________________________________	_________ %

Notes:

	·	Please PRINT CLEARLY or TYPE the names of the beneficiaries.

	·	To name a trust as Beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

	·	To name your estate as Beneficiary, please write “Estate of [your name ]”.

Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.

Name: _____________________________________

Signature:__________________________________ Date: ___________________

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named Beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name: _________________________________________

Signature:_____________________________________________ Date: ___________________

Received by the Plan Administrator this ____________ day of ____________, 2____

By: _____________________________________

Title:____________________________________

Exhibit 10.11

Jim D. Black

Page 1 of 7

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

976 EL CAMINO REAL

SOUTH SAN FRANCISCO, CA 94080

May 27, 2016

Jim D. Black

President

First National Bank of Northern California

Re: Amended and Restated Management Continuity Agreement (2016)

Dear [Name of Executive]:

This Management Continuity Agreement (“Agreement”) amends and restates in full the original Management Continuity Agreement (“Prior Agreement”) entered into between you and FIRST NATIONAL BANK OF NORTHERN CALIFORNIA, (the “Bank”) on July 20, 2000. The Prior Agreement is hereby terminated and has no force or effect. Accordingly, the following terms and conditions shall apply under this new Agreement.

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA, a national banking association (“the Bank”), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Bank. The Bank recognizes that the possibility of a change in control of the Bank may arise in the future and that the uncertainty and questions which such possibility may raise among management may result in the departure or distraction of management personnel to the detriment of the Bank. Accordingly, the non-management members of the Bank’s Board of Directors (the “Board”) have determined that it is imperative to be able to rely upon management’s continuance and that appropriate steps should be taken to reinforce and encourage your continued attention and dedication to your assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control.

In order to induce you to remain an employee until a Change in Control occurs, this letter agreements sets forth the benefits which the Bank agrees will be provided to you in the event that there is a “Change in Control” (as defined in Section 1 hereof). Any termination of employment for any reason prior to a Change in Control shall result in automatic termination of this Agreement and loss of any benefit described herein.

Change in Control . No benefits shall be payable hereunder unless there shall have been a Change in Control, as set forth below. For purposes of this Agreement, a Change in Control shall mean a Change in Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in response to any other form or report to the SEC or any stock exchange on which the Bank’s shares are listed which requires the reporting of a Change in Control; provided that, without limitation such a Change in Control shall be deemed to have occurred if (i) any “person” (as such term is used in the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Bank’s then outstanding securities; or (ii) any “person” (as such term is used in the Exchange Act), other than the Bank, is or becomes the beneficial owner,directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of the Bank’s then outstanding securities; or (iii) in any one year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Bank’s shareholders, of each new director is approved by a vote of at least three-quarters of the directors then still in office who were directors at the beginning of the period; or (iv) a majority of the members of the Board in office prior to the happening of any event determines in its sole discretion that as a result of such event there has been a Change in Control.

Jim D. Black

Page 2 of 7

Term . The term of this Agreement shall commence immediately upon the date hereof and, unless terminated earlier pursuant to Section 5(ii) hereof, shall continue for two (2) years. Upon the occurrence of the first annual anniversary date of this Agreement, and on each anniversary date thereafter, the term of this Agreement shall be deemed automatically extended for an additional year, unless written notice of the nonrenewal is furnished by you or by the Bank prior to such anniversary date. Written notice of the nonrenewal of this Agreement will take effect at the conclusion of the term of this Agreement. Such notice shall be furnished in accordance with Section 6 of this Agreement.

Definitions .

Cause . In the event that Executive’s employment is terminated for Cause, Executive shall forfeit all rights and benefits under this Agreement.

Benefit .

Amount of Benefit . The Bank shall pay you within ten days following a Change in Control a benefit calculated as follows:

Change in Control benefit in dollars = Two x Base Annual Salary

Jim D. Black

Page 3 of 7

For purposes of this Agreement, “Base Annual Salary” shall be the regular compensation paid by the Bank to you which was included in gross income for federal income tax purpose for the twelve (12) months ending immediately prior to the Change in Control. Notwithstanding the previous sentence, “Base Annual Salary” shall also include amounts deferred under any Bank-sponsored 401(k) plan and Section 125 plan.

ii.

Timing of Benefit . The Bank shall pay the benefit described in Subsection 4(i) in a single lump sum within ten (10) days of the date of Change in Control.

iii.

Other Benefits Payable . The benefit described in subsection (i) above shall be payable in addition to, or not in lieu of, all other accrued or vested or earned but deferred compensation, rights, options, or other benefits which may be owed to you following a Change in Control, including but not limited to amounts or benefits payable under any employment agreement or any bonus or other compensation plans, stock option plan, stock ownership plan, stock purchase plan, life insurance plan, health plan, disability plan or similar plan.

iv.

Payment Obligations Absolute . Upon the Change in Control, the Bank’s (and its successor’s obligation to pay the benefits described herein shall be absolute and unconditional and shall nt be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Bank (and its successor) may have against you or anyone else.

Legal Fees . In the event of arbitration or litigation concerning this Agreement, the prevailing party shall be entitled to recover from the other party all costs and expenses including reasonable attorney’s fees, incurred in such arbitration or litigation.

vi.

Mitigation . You shall not be required to mitigate the amount of any payment provided for in this Section 4, nor shall the amount of any payment provided for in this Section 4 be reduced or offset in any way whatsoever by any amount received by you for any reason whatsoever from the Bank (or its successor) or another employee or otherwise after the Change in Control.

vii.

Indemnification . For claims made within one (1) year of the Date of Termination, you shall be indemnified under the Bank’s Articles of Association and Bylaws and covered by the directors’ and officers’ liability insurance, the fiduciary liability insurance and the professional liability insurance policies that are the same as, or provide coverage at least equivalent to, those the Bank carries.

Successors; Termination of Agreement .

The Bank will require any successor (whether director or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Bank to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform it if no such succession had taken place. Failure of the Bank to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, “Bank” shall mean the Bank as hereinabove defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

Jim D. Black

Page 4 of 7

ii.

This Agreement shall terminate automatically upon the occurrence of any of the following events; (A) your termination of employment from the Bank, at any time, for Cause or for any other reason prior to a Change in Control; or (B) your death, except that if you should die while you are entitled to receive any amounts under this Agreement but which are unpaid your date of death, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee, or other designee or, if there be no such designee, to your estate and this Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees.

Notice . For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid. All notices to the Bank shall be directed to the Board and all notices to you shall be directed to you at your address of residence on file with the Bank, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

Excess Parachute Payments . If all or any portion of the amounts payable to you under this Agreement, either alone or together with other payments which you have the right to receive from the Bank, constitute “excess parachute payments” within the meaning of Section 280g of the Internal Revenue Code of 1986, as amended (the “Code”), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), the Bank (and its successor) shall increase the amounts payable hereunder to the extent necessary to place you in the same after-tax position as you would have been in had no such excise tax been imposed on the payments hereunder. The determination of the amount of any such excise taxes shall initially be made by the independent accounting firm employed by the Bank immediately prior to the Change in Control. Payment of any amounts under this Section 7 shall be made, if not sooner, by the end of the Executive’s taxable year next following the Executive’s taxable year in which the related taxes are remitted to the taxing authority.

If at a later date it is determined (pursuant to final regulations or published rulings of the IRS, final judgment of a court of competent jurisdiction or otherwise) that the amount of excise taxes payable by you is greater than the amount initially so determined, then the Bank (or is successor) shall pay you an amount equal to the sum of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse you for any income, excise or other taxes payable by you with respect to such amounts.

Miscellaneous . No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by you and the Chairman of the Board of Directors or such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement shall not affect your rights under any pension, welfare or fringe benefit arrangements or any employment agreement of the Bank under which you are entitled to receive any benefits. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California. The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish your existing rights, or rights which would accrue solely as a result of the passage of time, under any employment agreement or other contract, plan or arrangement with the Bank.

Jim D. Black

Page 5 of 7

Validity . The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

10.

Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

11.

Withholding of Taxes . The Bank may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or government regulation or ruling.

12.

No Employment Right . Nothing contained in this Agreement shall confer upon you the right to continue in the employ of or in the status as an officer of the Bank, no limit in any way the right of the Bank to terminate your employment or status as an officer at any time.

13.

Nonassignability . This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 5 above. Without limiting the foregoing, your right to receive payments hereunder shall not be assignable or transferrable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by will or by the laws of descent and distribution. In the event of any attempted assignment or transfer contrary to this Section, the Bank shall have no liability to pay amounts so attempted to be assigned or transferred.

14.

Arbitration .

ii.

The arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (the “AAA”) then in effect.

iii.

Jim D. Black

Page 6 of 7

iv.

The arbitration shall be conducted in San Francisco, California, or in any other city of the United States of America as the parties to the dispute may designate by mutual written consent.

15.

Reimbursement . To the extent that the reimbursement of any expenses or the provision of any in-kind benefits under this Agreement is subject to Section 409A, (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year (provided, that, this clause (i) will not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect); (ii) reimbursement of any such expense shall be made by no later than December 31 of the year following the calendar year in which such expense is incurred; and (iii) Employee’s right to receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

16.

Exemption from Section 409A . All payments hereunder are intended to be exempt from Section 409A of the Code pursuant to the “short-term deferral rule” under Treasury Regulation 1.409A-1(b)(4).

This amended and restated Agreement supersedes the Prior Agreement or any other agreement on the same subject. If this letter correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Bank the enclosed copy of this letter which will then constitute our agreement on this subject.

[Signature Page Follows]

Jim D. Black

Page 7 of 7

		Sincerely,

		FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

		By:

		Title:

Agreed to this _____ day of ________. 2016

By:
	(Name of Executive)

Exhibit 10.12

Anthony J. Clifford

Page 1 of 7

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

976 EL CAMINO REAL

SOUTH SAN FRANCISCO, CA 94080

May 27, 2016

Anthony J. Clifford

Chief Operating Officer

First National Bank of Northern California

Re: Amended and Restated Management Continuity Agreement (2016)

Dear [Name of Executive]:

Anthony J. Clifford

Page 2 of 7

Definitions .

Cause . In the event that Executive’s employment is terminated for Cause, Executive shall forfeit all rights and benefits under this Agreement.

Benefit .

Amount of Benefit . The Bank shall pay you within ten days following a Change in Control a benefit calculated as follows:

Change in Control benefit in dollars = Two x Base Annual Salary

Anthony J. Clifford

Page 3 of 7

ii.

Timing of Benefit . The Bank shall pay the benefit described in Subsection 4(i) in a single lump sum within ten (10) days of the date of Change in Control.

iii.

iv.

vi.

vii.

Successors; Termination of Agreement .

Anthony J. Clifford

Page 4 of 7

ii.

Anthony J. Clifford

Page 5 of 7

10.

Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

11.

12.

13.

14.

Arbitration .

ii.

The arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (the “AAA”) then in effect.

iii.

Anthony J. Clifford

Page 6 of 7

iv.

The arbitration shall be conducted in San Francisco, California, or in any other city of the United States of America as the parties to the dispute may designate by mutual written consent.

15.

16.

Exemption from Section 409A . All payments hereunder are intended to be exempt from Section 409A of the Code pursuant to the “short-term deferral rule” under Treasury Regulation 1.409A-1(b)(4).

[Signature Page Follows]

Anthony J. Clifford

Page 7 of 7

		Sincerely,

		FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

		By:

		Title:

Agreed to this _____ day of ________. 2016

By:
	(Name of Executive)

Exhibit 10.13

Charles Key

Page 1 of 7

FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

976 EL CAMINO REAL

SOUTH SAN FRANCISCO, CA 94080

May 27, 2016

Charles Key

Chief Information Officer

First National Bank of Northern California

Re: Amended and Restated Management Continuity Agreement (2016)

Dear [Name of Executive]:

Charles Key

Page 2 of 7

Definitions .

Cause . In the event that Executive’s employment is terminated for Cause, Executive shall forfeit all rights and benefits under this Agreement.

Benefit .

Amount of Benefit . The Bank shall pay you within ten days following a Change in Control a benefit calculated as follows:

Change in Control benefit in dollars = Two x Base Annual Salary

Charles Key

Page 3 of 7

ii.

Timing of Benefit . The Bank shall pay the benefit described in Subsection 4(i) in a single lump sum within ten (10) days of the date of Change in Control.

iii.

iv.

vi.

vii.

Successors; Termination of Agreement .

Charles Key

Page 4 of 7

ii.

Charles Key

Page 5 of 7

10.

Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

11.

12.

13.

14.

Arbitration .

ii.

The arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (the “AAA”) then in effect.

iii.

Charles Key

Page 6 of 7

iv.

The arbitration shall be conducted in San Francisco, California, or in any other city of the United States of America as the parties to the dispute may designate by mutual written consent.

15.

16.

Exemption from Section 409A . All payments hereunder are intended to be exempt from Section 409A of the Code pursuant to the “short-term deferral rule” under Treasury Regulation 1.409A-1(b)(4).

[Signature Page Follows]

Charles Key

Page 7 of 7

		Sincerely,

		FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

		By:

		Title:

Agreed to this _____ day of ________. 2016

By:
	(Name of Executive)