EXHIBIT 10.1

EXHIBITS

EXHIBIT 10.1 Amended and Restated Employment Agreement / Don Fish

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is entered into as of July 23, 2001 by and between FIRST NORTHERN BANK OF DIXON, a California banking corporation (the "Bank"), and Donald J. Fish (the "Executive") and is an amended agreement originally entered into on January 1, 1997 between the Bank and the Executive.

RECITAL:

The parties desire to set forth the terms of Executive's employment with the Bank.

NOW, THEREFORE, the parties hereto agree as follows:

(i) If employment is terminated under Section 7(a), (b), (c), or
(f) hereof, Executive shall receive:

(1) base salary through the date the Term of Employment ends,

(2) any incentive compensation earned but not yet paid,

(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan,

(4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Dixon Salary Continuation Agreement/Split Dollar Agreement, and

(5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.

(ii) Except as provided in this Section 8(a) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which the Executive performs services as an employee of the Bank.

(i) If, within two years following a Change of Control, Executive's employment is terminated under the provisions of Section 7(d) or (e) hereof or as a result of the Bank's election not to extend this Agreement and the Term of Employment pursuant to Section 2 hereof, Executive shall receive:

(1) 200% of the sum of (i) Executive's annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends and (ii) the average of the annual bonuses awarded to Executive by the Bank for the most recent three consecutive years prior to the date the Term of Employment ends,

(2) any incentive compensation earned but not yet paid, and

(3) any expenses incurred under Section 5(c) hereof but not yet reimbursed.

(4) outplacement assistance.

(ii) The payment to which Executive is entitled pursuant to
Section 8(b)(i)(1) hereof shall be paid in a single installment within forty-five (45) days of termination with no percent value or other discount or, at Executive's option, on a deferred basis with no premium.

(iii) During the 18-month period commencing on the date the Executive's Term of Employment ends under Section 7(d) or (e) hereof, Executive (and, where applicable, Executive's dependents) shall be entitled to continue participation in the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual salary in effect immediately prior to termination. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 18-month period, the Bank shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under this Section 8(b)(iii) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(b)(iii) terminates.

(iv) (1) Notwithstanding any other provision of this Agreement, except as set forth below, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section
iv) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(2) (a) Subject to the provisions of Section iv (3), all determinations required to be made under Section iv including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by or such other nationally recognized certified public accounting firm as may be designated by the Bank (the "Accounting Firm") which shall provide detailed supporting calculations both to the Bank and the Executive within 15 business days after the Accounting Firm has been advised that a Payment was made, or such earlier time as is requested by the Bank. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Bank shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall than be referred to as the Accounting Firm hereunder). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Bank. Any Gross-Up Payment, as determined pursuant to Section iv shall be paid by the Bank to the Executive promptly following receipt of the Accounting Firm's determination, unless the Bank requests further calculations. Any determination made by the Accounting Firm shall be binding upon the Bank and the Executive, although either party may challenge such a determination through a legal proceeding. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Bank, should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Bank exhausts its remedies pursuant to Section iv (3) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive.

(b) To the extent the Bank overpays any Excise Tax or Gross-Up Payment, the Executive agrees that such overpayment(s) will be immediately returned to the Bank by the Executive. As a condition to receipt of a Gross-Up Payment or Excise Tax Payment, the Executive consents to jurisdiction and venue in California in an action by Bank to recover any overpayments. The Executive also agrees to provide Bank all financial information and data, including tax information, reasonably requested by Bank to calculate such overpayments. The Executive agrees that the Executive shall not be entitled to delay or avoid repayment of overpayments (a) based on other types of tax disputes the Executive may have with tax authorities, (b) based on a change in the residence of the Executive following receipt of a Gross- Up Payment or Excise Tax Payment, (c) based on any claim or claims by the Executive against Bank for additional sums or benefits, or (d) based on any claim or claims for offset by the Executive against Bank.

(3) The Executive shall notify the Bank in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Bank of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Bank of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Bank (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Bank notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(a) give the Bank any information reasonably requested by the Bank relating to such claim,

(b) take such action in connection with contesting such claim as the Bank shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Bank,

(c) cooperate with the Bank in good faith in order to effectively contest such claim, and

(d) permit the Bank to participate in any proceedings relating to such claim;

provided, however, that the Bank shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section iv (3), the Bank shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Bank shall determine; provided, however, that if the Bank directs the Executive to pay such claim and sue for a refund, the Bank shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Bank's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(4) If, after the receipt by the Executive of an amount advanced by the Bank pursuant to Section iv (3), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Bank's complying with the requirements of Section iv (3)) promptly pay to the Bank the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Bank pursuant to Section iv (3), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Bank does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after Bank's receipt of such determination, then such advance shall be forgiven and shall offset, to the extent thereof, the amount of Gross-Up payment required to be paid.

(v) Except as provided in this Section 8(b) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which he performs services as an employee of the Bank.

(vi) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(b) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

(vii) In the event of a Change in Control of the Bank during the period Executive remains in Service, all of the Shares which are unvested as of the effective date of such Change in Control shall immediately become vested. For the purposes hereof, a "Change in Control" shall have the meaning set forth in Section 2(b) of the First Northern Community Bancorp 2000 Stock Option Plan.

(viii) If employment is terminated due to a Change in Control of the Bank the Executive shall receive whatever rights may be specified pursuant to the First Northern Bank of Dixon Salary Continuation Agreement/Split Dollar Agreement.

(i) If Executive's employment is terminated under the provisions of Section 7(d) or (e) hereof and such termination is not within two years following a Change of Control, Executive shall receive:

(1) 100% of the sum of (i) Executive's annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends and (ii) the average of the annual bonuses awarded to Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends,

(2) any incentive compensation earned but not yet paid,

(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan. It being understood that the definition of Change of Control set forth in such Stock Option Agreement may differ from that set forth herein,

(4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Dixon Salary Continuation Agreement/Split Dollar Agreement, and

(5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.

(ii) During the 12-month period commencing upon a termination of employment under Section 7(d) or (e) hereof, Executive (and, where applicable, Executive's dependents) shall be entitled to continue participation in the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual base salary as in effect on the date the Term of Employment ends. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 12-month period, the Bank shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on the Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under Section 6(f) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii) terminates.

(iii) Except as provided in this Section 8(c) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.

(iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

(i) willfully breached or habitually neglected or breached the duties which the Executive was required to perform under the terms of this Agreement or the policies of the Bank or

(ii) committed act(s) of dishonesty, theft, embezzlement, fraud, misrepresentation, or other act(s) of moral turpitude against the Bank, its subsidiaries or affiliates, its shareholders, or its employees or which adversely impact the interest of the Bank.

(i) any person or group (as such terms are used in connection with Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 and 13d-5 under the Act), directly or indirectly, of securities of the Bank representing 20% or more of the combined voting power of the Bank's then outstanding securities;

(ii) the Bank is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or

(iii) during any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Bank's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors.

Notwithstanding the foregoing provisions of this Section 9(c), a "Change of Control" will not be deemed to have occurred solely because of the acquisition of securities of the Bank (or any reporting requirement under the Act relating thereto) by an employee benefit plan maintained by the Bank for its employees.

(a) Executive agrees to comply fully with the Bank's policies relating to non-disclosure of the Bank's trade secrets and proprietary information and processes, including information regarding the Bank's customers and prospective customers. Without limiting the generality of the foregoing, Executive will not, during the term of Executive's employment by the Bank, disclose any such secrets, information, or processes to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever, nor shall Executive make use of any such property for Executive's own purposes or for the benefit of any person, firm, corporation, or other entity (except the Bank) under any circumstances during or after the term of Executive's employment, provided that after the term of Executive's employment, this provision shall not apply to secrets, information, and processes that are then in the public domain (provided that Executive was not responsible, directly or indirectly, for such secrets, information, or processes entering the public domain without the Bank's consent).

(b) Executive hereby sells, transfers, and assigns to the Bank all of the entire right, title, and interest of Executive in and to all inventions, ideas, disclosures, and improvements, whether patented or unpatented, and copyrightable material, to the extent made or conceived by Executive, solely or jointly, during the term of this Agreement, except to the extent prohibited by
Section 2870 of the California Labor Code, a copy of which is attached hereto as Exhibit A. Executive shall communicate promptly and disclose to the Bank, in such form as the Bank requests, all information, details, and data pertaining to the aforementioned inventions, ideas, disclosures, and improvements; and, whether during the term hereof or thereafter, Executive shall execute and deliver to the Bank such formal transfers and assignments and such other papers and documents as may be required of Executive to permit the Bank to file and prosecute any patent applications relating to such inventions, ideas, disclosures, and improvements and, as to copyrightable material, to obtain copyright thereon.

(c) Trade secrets, proprietary information, and processes shall not be deemed to include information which is:

(i) known to Executive at the time of the disclosure;

(ii) publicly known (or becomes publicly known) without the fault or negligence of Executive;

(iii) received from a third party without restriction and without breach of this Agreement;

(iv) approved for release by written authorization of the Bank; or

(v) required to be disclosed by law; provided, however, that in the event of a proposed disclosure pursuant to this subsection
12(c)(v), the recipient shall give the Bank prior written notice before such disclosure is made.

(d) Executive agrees that in the event that Executive's employment terminates for any reason, Executive shall promptly deliver to the Bank all property belonging to the Bank, including all documents and materials of any nature pertaining to Executive's employment with the Bank.

(a) Any controversy or claim between Bank and Executive arising from or relating to this Agreement or any agreement or instrument delivered under or in connection with this Agreement, including any alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, shall, at the option of Executive or Bank, be submitted to arbitration, using either the American Arbitration Association ("AAA") or Judicial Arbitration and Mediation Services, Inc. ("JAMS") in accordance with the rules of either JAMS or AAA (at the option of the party initiating the arbitration) and Title 9 of the U.S. Code. All statutes of limitations or any waivers contained herein which would otherwise be applicable shall apply to any arbitration proceeding under this Section 21(a). The parties agree that related arbitration proceedings may be consolidated. The arbitrator shall prepare written reasons for the award. Judgment upon the award rendered may be entered in any court having jurisdiction.

(b) No provision of, or the exercise of any rights under, Section 21(a) hereof shall limit the right of any party to exercise self help remedies or to obtain provisional or ancillary remedies, such as injunctive relief from a court having jurisdiction before, during or after the pendency of any arbitration. The institution and maintenance of an action for judicial relief or pursuit of provisional or ancillary remedies or exercise of self help remedies shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration.

(c) If any arbitration, legal action or other proceeding is brought for the enforcement of this Agreement or any agreement or instrument delivered under or in connection with this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day herein first above written.

FIRST NORTHERN BANK OF DIXON

EXECUTIVE

Exhibit A - California Labor Code Section 2870

CALIFORNIA LABOR CODE SECTION 2870

Section 2870. Application of provision providing that employee shall assign or offer to assign rights in invention to employer.

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either;

(i) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer.

(ii) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is entered into as of July 23, 2001 by and between FIRST NORTHERN BANK OF DIXON, a California banking corporation (the "Bank"), and Owen J. Onsum (the "Executive").

RECITAL:

The parties desire to set forth the terms of Executive's employment with the Bank.

NOW, THEREFORE, the parties hereto agree as follows:

(i) If employment is terminated under Section 7(a), (b), (c), or
(f) hereof, Executive shall receive:

(1) base salary through the date the Term of Employment ends,

(2) any incentive compensation earned but not yet paid,

(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan,

(4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Dixon Salary Continuation Agreement/Split Dollar Agreement, and

(5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.

(ii) Except as provided in this Section 8(a) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which the Executive performs services as an employee of the Bank.

(i) If, within two years following a Change of Control, Executive's employment is terminated under the provisions of Section 7(d) or (e) hereof or as a result of the Bank's election not to extend this Agreement and the Term of Employment pursuant to Section 2 hereof, Executive shall receive:

(1) 250% of the sum of (i) Executive's annual base salary under
Section 5(a) hereof as in effect on the date the Term of Employment ends and (ii) the average of the annual bonuses awarded to Executive by the Bank for the most recent three consecutive years prior to the date the Term of Employment ends,

(2) any incentive compensation earned but not yet paid, and

(3) any expenses incurred under Section 5(c) hereof but not yet reimbursed.

(4) outplacement assistance.

(ii) The payment to which Executive is entitled pursuant to Section 8(b)(i)(1) hereof shall be paid in a single installment within forty-five
(45) days of termination with no percent value or other discount or, at Executive's option, on a deferred basis with no premium.

(iii) During the 24-month period commencing on the date the Executive's Term of Employment ends under Section 7(d) or (e) hereof, Executive (and, where applicable, Executive's dependents) shall be entitled to continue participation in the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual salary in effect immediately prior to termination. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 24-month period, the Bank shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under this Section 8(b)(iii) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(b)(iii) terminates.

(iv) (1) Notwithstanding any other provision of this Agreement, except as set forth below, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section iv) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(2) (a) Subject to the provisions of Section iv (3), all determinations required to be made under Section iv including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by or such other nationally recognized certified public accounting firm as may be designated by the Bank (the "Accounting Firm") which shall provide detailed supporting calculations both to the Bank and the Executive within 15 business days after the Accounting Firm has been advised that a Payment was made, or such earlier time as is requested by the Bank. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Bank shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall than be referred to as the Accounting Firm hereunder). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Bank. Any Gross-Up Payment, as determined pursuant to Section iv shall be paid by the Bank to the Executive promptly following receipt of the Accounting Firm's determination, unless the Bank requests further calculations. Any determination made by the Accounting Firm shall be binding upon the Bank and the Executive, although either party may challenge such a determination through a legal proceeding. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Bank, should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Bank exhausts its remedies pursuant to
Section iv (3) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive.

(b) To the extent the Bank overpays any Excise Tax or Gross-Up Payment, the Executive agrees that such overpayment(s) will be immediately returned to the Bank by the Executive. As a condition to receipt of a Gross- Up Payment or Excise Tax Payment, the Executive consents to jurisdiction and venue in California in an action by Bank to recover any overpayments. The Executive also agrees to provide Bank all financial information and data, including tax information, reasonably requested by Bank to calculate such overpayments. The Executive agrees that the Executive shall not be entitled to delay or avoid repayment of overpayments (a) based on other types of tax disputes the Executive may have with tax authorities, (b) based on a change in the residence of the Executive following receipt of a Gross-Up Payment or Excise Tax Payment, (c) based on any claim or claims by the Executive against Bank for additional sums or benefits, or (d) based on any claim or claims for offset by the Executive against Bank.

(3) The Executive shall notify the Bank in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Bank of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Bank of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Bank (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Bank notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(a) give the Bank any information reasonably requested by the Bank relating to such claim,

(b) take such action in connection with contesting such claim as the Bank shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Bank,

(c) cooperate with the Bank in good faith in order to effectively contest such claim, and

(d) permit the Bank to participate in any proceedings relating to such claim;

provided, however, that the Bank shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section iv (3), the Bank shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Bank shall determine; provided, however, that if the Bank directs the Executive to pay such claim and sue for a refund, the Bank shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Bank's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(4) If, after the receipt by the Executive of an amount advanced by the Bank pursuant to Section iv (3), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Bank's complying with the requirements of Section iv (3)) promptly pay to the Bank the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Bank pursuant to Section iv
(3), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Bank does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after Bank's receipt of such determination, then such advance shall be forgiven and shall offset, to the extent thereof, the amount of Gross-Up payment required to be paid.

(v) Except as provided in this Section 8(b) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which he performs services as an employee of the Bank.

(vi) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(b) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

(vii) In the event of a Change in Control of the Bank during the period Executive remains in Service, all of the Shares which are unvested as of the effective date of such Change in Control shall immediately become vested. For the purposes hereof, a "Change in Control" shall have the meaning set forth in Section 2(b) of the First Northern Community Bancorp 2000 Stock Option Plan.

(viii) If employment is terminated due to a Change in Control of the Bank the Executive shall receive whatever rights maybe specified pursuant to the First Northern Bank of Dixon Salary Continuation Agreement/Split Dollar Agreement.

(i) If Executive's employment is terminated under the provisions of Section 7(d) or (e) hereof and such termination is not within two years following a Change of Control, Executive shall receive:

(1) 150% of the sum of (i) Executive's annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends and (ii) the average of the annual bonuses awarded to Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends,

(2) any incentive compensation earned but not yet paid,

(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan. It being understood that the definition of Change of Control set forth in such Stock Option Agreement may differ from that set forth herein,

(4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Dixon Salary Continuation Agreement/Split Dollar Agreement, and

(5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.

(ii) During the 18-month period commencing upon a termination of employment under Section 7(d) or (e) hereof, Executive (and, where applicable, Executive's dependents) shall be entitled to continue participation in the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual base salary as in effect on the date the Term of Employment ends. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 18-month period, the Bank shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on the Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under Section 6(f) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii) terminates.

(iii) Except as provided in this Section 8(c) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.

(iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

(i) willfully breached or habitually neglected or breached the duties which the Executive was required to perform under the terms of this Agreement or the policies of the Bank or

(ii) committed act(s) of dishonesty, theft, embezzlement, fraud, misrepresentation, or other act(s) of moral turpitude against the Bank, its subsidiaries or affiliates, its shareholders, or its employees or which adversely impact the interest of the Bank.

(i) any person or group (as such terms are used in connection with Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 and 13d-5 under the Act), directly or indirectly, of securities of the Bank representing 20% or more of the combined voting power of the Bank's then outstanding securities;

(ii) the Bank is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or

(iii) during any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Bank's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors.

Notwithstanding the foregoing provisions of this Section 9(c), a "Change of Control" will not be deemed to have occurred solely because of the acquisition of securities of the Bank (or any reporting requirement under the Act relating thereto) by an employee benefit plan maintained by the Bank for its employees.

(a) Executive agrees to comply fully with the Bank's policies relating to non-disclosure of the Bank's trade secrets and proprietary information and processes, including information regarding the Bank's customers and prospective customers. Without limiting the generality of the foregoing, Executive will not, during the term of Executive's employment by the Bank, disclose any such secrets, information, or processes to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever, nor shall Executive make use of any such property for Executive's own purposes or for the benefit of any person, firm, corporation, or other entity (except the Bank) under any circumstances during or after the term of Executive's employment, provided that after the term of Executive's employment, this provision shall not apply to secrets, information, and processes that are then in the public domain (provided that Executive was not responsible, directly or indirectly, for such secrets, information, or processes entering the public domain without the Bank's consent).

(b) Executive hereby sells, transfers, and assigns to the Bank all of the entire right, title, and interest of Executive in and to all inventions, ideas, disclosures, and improvements, whether patented or unpatented, and copyrightable material, to the extent made or conceived by Executive, solely or jointly, during the term of this Agreement, except to the extent prohibited by
Section 2870 of the California Labor Code, a copy of which is attached hereto as Exhibit A. Executive shall communicate promptly and disclose to the Bank, in such form as the Bank requests, all information, details, and data pertaining to the aforementioned inventions, ideas, disclosures, and improvements; and, whether during the term hereof or thereafter, Executive shall execute and deliver to the Bank such formal transfers and assignments and such other papers and documents as may be required of Executive to permit the Bank to file and prosecute any patent applications relating to such inventions, ideas, disclosures, and improvements and, as to copyrightable material, to obtain copyright thereon.

(c) Trade secrets, proprietary information, and processes shall not be deemed to include information which is:

(i) known to Executive at the time of the disclosure;

(ii) publicly known (or becomes publicly known) without the fault or negligence of Executive;

(iii) received from a third party without restriction and without breach of this Agreement;

(iv) approved for release by written authorization of the Bank; or

(v) required to be disclosed by law; provided, however, that in the event of a proposed disclosure pursuant to this subsection
12(c)(v), the recipient shall give the Bank prior written notice before such disclosure is made.

(d) Executive agrees that in the event that Executive's employment terminates for any reason, Executive shall promptly deliver to the Bank all property belonging to the Bank, including all documents and materials of any nature pertaining to Executive's employment with the Bank.

(a) Any controversy or claim between Bank and Executive arising from or relating to this Agreement or any agreement or instrument delivered under or in connection with this Agreement, including any alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, shall, at the option of Executive or Bank, be submitted to arbitration, using either the American Arbitration Association ("AAA") or Judicial Arbitration and Mediation Services, Inc. ("JAMS") in accordance with the rules of either JAMS or AAA (at the option of the party initiating the arbitration) and Title 9 of the U.S. Code. All statutes of limitations or any waivers contained herein which would otherwise be applicable shall apply to any arbitration proceeding under this Section 21(a). The parties agree that related arbitration proceedings may be consolidated. The arbitrator shall prepare written reasons for the award. Judgment upon the award rendered may be entered in any court having jurisdiction.

(b) No provision of, or the exercise of any rights under, Section 21(a) hereof shall limit the right of any party to exercise self help remedies or to obtain provisional or ancillary remedies, such as injunctive relief from a court having jurisdiction before, during or after the pendency of any arbitration. The institution and maintenance of an action for judicial relief or pursuit of provisional or ancillary remedies or exercise of self help remedies shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration.

(c) If any arbitration, legal action or other proceeding is brought for the enforcement of this Agreement or any agreement or instrument delivered under or in connection with this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day herein first above written.

FIRST NORTHERN BANK OF DIXON

EXECUTIVE

CALIFORNIA LABOR CODE SECTION 2870

Section 2870. Application of provision providing that employee shall assign or offer to assign rights in invention to employer.

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either;

(i) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer.

(ii) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is entered into as of July 23, 2001 by and between FIRST NORTHERN BANK OF DIXON, a California banking corporation (the "Bank"), and Louise A. Walker (the "Executive").

RECITAL:

The parties desire to set forth the terms of Executive's employment with the Bank.

NOW, THEREFORE, the parties hereto agree as follows:

(i) If employment is terminated under Section 7(a), (b), (c), or (f) hereof, Executive shall receive:

(1) base salary through the date the Term of Employment ends,

(2) any incentive compensation earned but not yet paid,

(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan,

(4) whatever rights may be specified in Salary Continuation Agreement wit the Executive executed pursuant to the First Northern Bank of Dixon Salary Continuation Agreement/Split Dollar Agreement, and

(5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.

(ii) Except as provided in this Section 8(a) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which the Executive performs services as an employee of the Bank.

(i) If, within two years following a Change of Control, Executive's employment is terminated under the provisions of Section 7(d) or (e) hereof or as a result of the Bank's election not to extend this Agreement and the Term of Employment pursuant to Section 2 hereof, Executive shall receive:

(1) 200% of the sum of (i) Executive's annual base salary under
Section 5(a) hereof as in effect on the date the Term of Employment ends and (ii) the average of the annual bonuses awarded to Executive by the Bank for the most recent three consecutive years prior to the date the Term of Employment ends,

(2) any incentive compensation earned but not yet paid, and

(3) any expenses incurred under Section 5(c) hereof but not yet reimbursed.

(4) outplacement assistance.

(ii) The payment to which Executive is entitled pursuant to Section 8(b)(i)(1) hereof shall be paid in a single installment within forty-five (45) days of termination with no percent value or other discount or, at Executive's option, on a deferred basis with no premium.

(iii) During the 18-month period commencing on the date the Executive's Term of Employment ends under Section 7(d) or (e) hereof, Executive (and, where applicable, Executive's dependents) shall be entitled to continue participation in the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual salary in effect immediately prior to termination. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 18-month period, the Bank shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under this Section 8(b)(iii) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(b)(iii) terminates.

(iv) (1) Notwithstanding any other provision of this Agreement, except as set forth below, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section iv) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(2) (a) Subject to the provisions of Section iv (3), all determinations required to be made under Section iv including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by or such other nationally recognized certified public accounting firm as may be designated by the Bank (the "Accounting Firm") which shall provide detailed supporting calculations both to the Bank and the Executive within 15 business days after the Accounting Firm has been advised that a Payment was made, or such earlier time as is requested by the Bank. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Bank shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall than be referred to as the Accounting Firm hereunder). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Bank. Any Gross-Up Payment, as determined pursuant to Section iv shall be paid by the Bank to the Executive promptly following receipt of the Accounting Firm's determination, unless the Bank requests further calculations. Any determination made by the Accounting Firm shall be binding upon the Bank and the Executive, although either party may challenge such a determination through a legal proceeding. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Bank, should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Bank exhausts its remedies pursuant to Section iv (3) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive.

(b) To the extent the Bank overpays any Excise Tax or Gross-Up Payment, the Executive agrees that such overpayment(s) will be immediately returned to the Bank by the Executive. As a condition to receipt of a Gross-Up Payment or Excise Tax Payment, the Executive consents to jurisdiction and venue in California in an action by Bank to recover any overpayments. The Executive also agrees to provide Bank all financial information and data, including tax information, reasonably requested by Bank to calculate such overpayments. The Executive agrees that the Executive shall not be entitled to delay or avoid repayment of overpayments (a) based on other types of tax disputes the Executive may have with tax authorities, (b) based on a change in the residence of the Executive following receipt of a Gross-Up Payment or Excise Tax Payment, (c) based on any claim or claims by the Executive against Bank for additional sums or benefits, or (d) based on any claim or claims for offset by the Executive against Bank.

(3) The Executive shall notify the Bank in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Bank of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Bank of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Bank (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Bank notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(a) give the Bank any information reasonably requested by the Bank relating to such claim,

(b) take such action in connection with contesting such claim as the Bank shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Bank,

(c) cooperate with the Bank in good faith in order to effectively contest such claim, and

(d) permit the Bank to participate in any proceedings relating to such claim;

provided, however, that the Bank shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section iv (3), the Bank shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Bank shall determine; provided, however, that if the Bank directs the Executive to pay such claim and sue for a refund, the Bank shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Bank's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(4) If, after the receipt by the Executive of an amount advanced by the Bank pursuant to Section iv (3), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Bank's complying with the requirements of Section iv (3)) promptly pay to the Bank the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Bank pursuant to Section iv (3), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Bank does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after Bank's receipt of such determination, then such advance shall be forgiven and shall offset, to the extent thereof, the amount of Gross-Up payment required to be paid.

(v) Except as provided in this Section 8(b) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which he performs services as an employee of the Bank.

(vi) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(b) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

(vii) In the event of a Change in Control of the Bank during the period Executive remains in Service, all of the Shares which are unvested as of the effective date of such Change in Control shall immediately become vested. For the purposes hereof, a "Change in Control" shall have the meaning set forth in
Section 2(b) of the First Northern Community Bancorp 2000 Stock Option Plan.

(viii) If employment is terminated due to a Change in Control of the Bank the Executive shall receive whatever rights may be specified pursuant to the First Northern Bank of Dixon Salary Continuation Agreement/Split Dollar Agreement.

(i) If Executive's employment is terminated under the provisions of
Section 7(d) or (e) hereof and such termination is not within two years following a Change of Control, Executive shall receive:

(1) 100% of the sum of (i) Executive's annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends and (ii) the average of the annual bonuses awarded to Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends,

(2) any incentive compensation earned but not yet paid,

(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan. It being understood that the definition of Change of Control set forth in such Stock Option Agreement may differ from that set forth herein,

(4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Dixon Salary Continuation Agreement/Split Dollar Agreement, and

(5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.

(ii) During the 12-month period commencing upon a termination of employment under Section 7(d) or (e) hereof, Executive (and, where applicable, Executive's dependents) shall be entitled to continue participation in the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual base salary as in effect on the date the Term of Employment ends. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 12-month period, the Bank shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on the Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under
Section 6(f) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii) terminates.

(iii) Except as provided in this Section 8(c) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.

(iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

(i) willfully breached or habitually neglected or breached the duties which the Executive was required to perform under the terms of this Agreement or the policies of the Bank or

(ii) committed act(s) of dishonesty, theft, embezzlement, fraud, misrepresentation, or other act(s) of moral turpitude against the Bank, its subsidiaries or affiliates, its shareholders, or its employees or which adversely impact the interest of the Bank.

(i) any person or group (as such terms are used in connection with Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 and 13d-5 under the Act), directly or indirectly, of securities of the Bank representing 20% or more of the combined voting power of the Bank's then outstanding securities;

(ii) the Bank is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or

(iii) during any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Bank's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors.

Notwithstanding the foregoing provisions of this Section 9(c), a "Change of Control" will not be deemed to have occurred solely because of the acquisition of securities of the Bank (or any reporting requirement under the Act relating thereto) by an employee benefit plan maintained by the Bank for its employees.

(a) Executive agrees to comply fully with the Bank's policies relating to non-disclosure of the Bank's trade secrets and proprietary information and processes, including information regarding the Bank's customers and prospective customers. Without limiting the generality of the foregoing, Executive will not, during the term of Executive's employment by the Bank, disclose any such secrets, information, or processes to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever, nor shall Executive make use of any such property for Executive's own purposes or for the benefit of any person, firm, corporation, or other entity (except the Bank) under any circumstances during or after the term of Executive's employment, provided that after the term of Executive's employment, this provision shall not apply to secrets, information, and processes that are then in the public domain (provided that Executive was not responsible, directly or indirectly, for such secrets, information, or processes entering the public domain without the Bank's consent).

(b) Executive hereby sells, transfers, and assigns to the Bank all of the entire right, title, and interest of Executive in and to all inventions, ideas, disclosures, and improvements, whether patented or unpatented, and copyrightable material, to the extent made or conceived by Executive, solely or jointly, during the term of this Agreement, except to the extent prohibited by Section 2870 of the California Labor Code, a copy of which is attached hereto as Exhibit
A. Executive shall communicate promptly and disclose to the Bank, in such form as the Bank requests, all information, details, and data pertaining to the aforementioned inventions, ideas, disclosures, and improvements; and, whether during the term hereof or thereafter, Executive shall execute and deliver to the Bank such formal transfers and assignments and such other papers and documents as may be required of Executive to permit the Bank to file and prosecute any patent applications relating to such inventions, ideas, disclosures, and improvements and, as to copyrightable material, to obtain copyright thereon.

(c) Trade secrets, proprietary information, and processes shall not be deemed to include information which is:

(i) known to Executive at the time of the disclosure;

(ii) publicly known (or becomes publicly known) without the fault or negligence of Executive;

(iii) received from a third party without restriction and without breach of this Agreement;

(iv) approved for release by written authorization of the Bank; or

(v) required to be disclosed by law; provided, however, that in the event of a proposed disclosure pursuant to this subsection 12(c)(v), the recipient shall give the Bank prior written notice before such disclosure is made.

(d) Executive agrees that in the event that Executive's employment terminates for any reason, Executive shall promptly deliver to the Bank all property belonging to the Bank, including all documents and materials of any nature pertaining to Executive's employment with the Bank.

(a) Any controversy or claim between Bank and Executive arising from or relating to this Agreement or any agreement or instrument delivered under or in connection with this Agreement, including any alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, shall, at the option of Executive or Bank, be submitted to arbitration, using either the American Arbitration Association ("AAA") or Judicial Arbitration and Mediation Services, Inc. ("JAMS") in accordance with the rules of either JAMS or AAA (at the option of the party initiating the arbitration) and Title 9 of the U.S. Code. All statutes of limitations or any waivers contained herein which would otherwise be applicable shall apply to any arbitration proceeding under this Section 21(a). The parties agree that related arbitration proceedings may be consolidated. The arbitrator shall prepare written reasons for the award. Judgment upon the award rendered may be entered in any court having jurisdiction.

(b) No provision of, or the exercise of any rights under, Section 21(a) hereof shall limit the right of any party to exercise self help remedies or to obtain provisional or ancillary remedies, such as injunctive relief from a court having jurisdiction before, during or after the pendency of any arbitration. The institution and maintenance of an action for judicial relief or pursuit of provisional or ancillary remedies or exercise of self help remedies shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration.

(c) If any arbitration, legal action or other proceeding is brought for the enforcement of this Agreement or any agreement or instrument delivered under or in connection with this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day herein first above written.

FIRST NORTHERN BANK OF DIXON

EXECUTIVE

Exhibit A - California Labor Code Section 2870

CALIFORNIA LABOR CODE SECTION 2870

Section 2870. Application of provision providing that employee shall assign or offer to assign rights in invention to employer.

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either;

(i) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer.

(ii) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

EXHIBIT 10.4

This Employment Agreement (this "Agreement") is entered into as of July 23, 2001 by and between FIRST NORTHERN BANK OF DIXON, a California banking corporation (the "Bank"), and Robert M. Walker (the "Executive").

RECITAL:

The parties desire to set forth the terms of Executive's employment with the Bank.

NOW, THEREFORE, the parties hereto agree as follows:

(i) If employment is terminated under Section 7(a), (b), (c), or
(f) hereof, Executive shall receive:

(1) base salary through the date the Term of Employment ends,

(2) any incentive compensation earned but not yet paid,

(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan,

(4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Dixon Salary Continuation Agreement/Split Dollar Agreement, and

(5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.

(ii) Except as provided in this Section 8(a) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which the Executive performs services as an employee of the Bank.

(i) If, within two years following a Change of Control, Executive's employment is terminated under the provisions of Section 7(d) or (e) hereof or as a result of the Bank's election not to extend this Agreement and the Term of Employment pursuant to Section 2 hereof, Executive shall receive:

(1) 200% of the sum of (i) Executive's annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends and (ii) the average of the annual bonuses awarded to Executive by the Bank for the most recent three consecutive years prior to the date the Term of Employment ends,

(2) any incentive compensation earned but not yet paid, and

(3) any expenses incurred under Section 5(c) hereof but not yet reimbursed.

(4) outplacement assistance.

(ii) The payment to which Executive is entitled pursuant to
Section 8(b)(i)(1) hereof shall be paid in a single installment within forty-five (45) days of termination with no percent value or other discount or, at Executive's option, on a deferred basis with no premium.

(iii) During the 18-month period commencing on the date the Executive's Term of Employment ends under Section 7(d) or (e) hereof, Executive (and, where applicable, Executive's dependents) shall be entitled to continue participation in the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual salary in effect immediately prior to termination. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 18-month period, the Bank shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under this Section 8(b)(iii) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(b)(iii) terminates.

(iv) (1) Notwithstanding any other provision of this Agreement, except as set forth below, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section
iv) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(2) (a) Subject to the provisions of Section iv (3), all determinations required to be made under Section iv including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by or such other nationally recognized certified public accounting firm as may be designated by the Bank (the "Accounting Firm") which shall provide detailed supporting calculations both to the Bank and the Executive within 15 business days after the Accounting Firm has been advised that a Payment was made, or such earlier time as is requested by the Bank. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Bank shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall than be referred to as the Accounting Firm hereunder). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Bank. Any Gross-Up Payment, as determined pursuant to Section iv shall be paid by the Bank to the Executive promptly following receipt of the Accounting Firm's determination, unless the Bank requests further calculations. Any determination made by the Accounting Firm shall be binding upon the Bank and the Executive, although either party may challenge such a determination through a legal proceeding. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Bank, should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Bank exhausts its remedies pursuant to Section iv (3) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive.

(b) To the extent the Bank overpays any Excise Tax or Gross-Up Payment, the Executive agrees that such overpayment(s) will be immediately returned to the Bank by the Executive. As a condition to receipt of a Gross-Up Payment or Excise Tax Payment, the Executive consents to jurisdiction and venue in California in an action by Bank to recover any overpayments. The Executive also agrees to provide Bank all financial information and data, including tax information, reasonably requested by Bank to calculate such overpayments. The Executive agrees that the Executive shall not be entitled to delay or avoid repayment of overpayments (a) based on other types of tax disputes the Executive may have with tax authorities, (b) based on a change in the residence of the Executive following receipt of a Gross- Up Payment or Excise Tax Payment, (c) based on any claim or claims by the Executive against Bank for additional sums or benefits, or (d) based on any claim or claims for offset by the Executive against Bank.

(3) The Executive shall notify the Bank in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Bank of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Bank of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Bank (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Bank notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(a) give the Bank any information reasonably requested by the Bank relating to such claim,

(b) take such action in connection with contesting such claim as the Bank shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Bank,

(c) cooperate with the Bank in good faith in order to effectively contest such claim, and

(d) permit the Bank to participate in any proceedings relating to such claim;

provided, however, that the Bank shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section iv (3), the Bank shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Bank shall determine; provided, however, that if the Bank directs the Executive to pay such claim and sue for a refund, the Bank shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Bank's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(4) If, after the receipt by the Executive of an amount advanced by the Bank pursuant to Section iv (3), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Bank's complying with the requirements of Section iv (3)) promptly pay to the Bank the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Bank pursuant to Section iv (3), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Bank does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after Bank's receipt of such determination, then such advance shall be forgiven and shall offset, to the extent thereof, the amount of Gross-Up payment required to be paid.

(v) Except as provided in this Section 8(b) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which he performs services as an employee of the Bank.

(vi) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(b) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

(vii) In the event of a Change in Control of the Bank during the period Executive remains in Service, all of the Shares which are unvested as of the effective date of such Change in Control shall immediately become vested. For the purposes hereof, a "Change in Control" shall have the meaning set forth in Section 2(b) of the First Northern Community Bancorp 2000 Stock Option Plan.

(viii) If employment is terminated due to a Change in Control of the Bank the Executive shall receive whatever rights maybe specified pursuant to the First Northern Bank of Dixon Salary Continuation Agreement/Split Dollar Agreement.

(i) If Executive's employment is terminated under the provisions of Section 7(d) or (e) hereof and such termination is not within two years following a Change of Control, Executive shall receive:

(1) 100% of the sum of (i) Executive's annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends and (ii) the average of the annual bonuses awarded to Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends,

(2) any incentive compensation earned but not yet paid,

(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan. It being understood that the definition of Change of Control set forth in such Stock Option Agreement may differ from that set forth herein,

(4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Dixon Salary Continuation Agreement/Split Dollar Agreement, and

(5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.

(ii) During the 12-month period commencing upon a termination of employment under Section 7(d) or (e) hereof, Executive (and, where applicable, Executive's dependents) shall be entitled to continue participation in the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual base salary as in effect on the date the Term of Employment ends. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 12-month period, the Bank shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on the Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under Section 6(f) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii) terminates.

(iii) Except as provided in this Section 8(c) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.

(iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

(i) willfully breached or habitually neglected or breached the duties which the Executive was required to perform under the terms of this Agreement or the policies of the Bank or

(ii) committed act(s) of dishonesty, theft, embezzlement, fraud, misrepresentation, or other act(s) of moral turpitude against the Bank, its subsidiaries or affiliates, its shareholders, or its employees or which adversely impact the interest of the Bank.

(i) any person or group (as such terms are used in connection with Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 and 13d-5 under the Act), directly or indirectly, of securities of the Bank representing 20% or more of the combined voting power of the Bank's then outstanding securities;

(ii) the Bank is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or

(iii) during any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Bank's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors.

Notwithstanding the foregoing provisions of this Section 9(c), a "Change of Control" will not be deemed to have occurred solely because of the acquisition of securities of the Bank (or any reporting requirement under the Act relating thereto) by an employee benefit plan maintained by the Bank for its employees.

(a) Executive agrees to comply fully with the Bank's policies relating to non-disclosure of the Bank's trade secrets and proprietary information and processes, including information regarding the Bank's customers and prospective customers. Without limiting the generality of the foregoing, Executive will not, during the term of Executive's employment by the Bank, disclose any such secrets, information, or processes to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever, nor shall Executive make use of any such property for Executive's own purposes or for the benefit of any person, firm, corporation, or other entity (except the Bank) under any circumstances during or after the term of Executive's employment, provided that after the term of Executive's employment, this provision shall not apply to secrets, information, and processes that are then in the public domain (provided that Executive was not responsible, directly or indirectly, for such secrets, information, or processes entering the public domain without the Bank's consent).

(b) Executive hereby sells, transfers, and assigns to the Bank all of the entire right, title, and interest of Executive in and to all inventions, ideas, disclosures, and improvements, whether patented or unpatented, and copyrightable material, to the extent made or conceived by Executive, solely or jointly, during the term of this Agreement, except to the extent prohibited by
Section 2870 of the California Labor Code, a copy of which is attached hereto as Exhibit A. Executive shall communicate promptly and disclose to the Bank, in such form as the Bank requests, all information, details, and data pertaining to the aforementioned inventions, ideas, disclosures, and improvements; and, whether during the term hereof or thereafter, Executive shall execute and deliver to the Bank such formal transfers and assignments and such other papers and documents as may be required of Executive to permit the Bank to file and prosecute any patent applications relating to such inventions, ideas, disclosures, and improvements and, as to copyrightable material, to obtain copyright thereon.

(c) Trade secrets, proprietary information, and processes shall not be deemed to include information which is:

(i) known to Executive at the time of the disclosure;

(ii) publicly known (or becomes publicly known) without the fault or negligence of Executive;

(iii) received from a third party without restriction and without breach of this Agreement;

(iv) approved for release by written authorization of the Bank; or

(v) required to be disclosed by law; provided, however, that in the event of a proposed disclosure pursuant to this subsection 12(c)(v), the recipient shall give the Bank prior written notice before such disclosure is made.

(d) Executive agrees that in the event that Executive's employment terminates for any reason, Executive shall promptly deliver to the Bank all property belonging to the Bank, including all documents and materials of any nature pertaining to Executive's employment with the Bank.

(a) Any controversy or claim between Bank and Executive arising from or relating to this Agreement or any agreement or instrument delivered under or in connection with this Agreement, including any alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, shall, at the option of Executive or Bank, be submitted to arbitration, using either the American Arbitration Association ("AAA") or Judicial Arbitration and Mediation Services, Inc. ("JAMS") in accordance with the rules of either JAMS or AAA (at the option of the party initiating the arbitration) and Title 9 of the U.S. Code. All statutes of limitations or any waivers contained herein which would otherwise be applicable shall apply to any arbitration proceeding under this Section 21(a). The parties agree that related arbitration proceedings may be consolidated. The arbitrator shall prepare written reasons for the award. Judgment upon the award rendered may be entered in any court having jurisdiction.

(b) No provision of, or the exercise of any rights under, Section 21(a) hereof shall limit the right of any party to exercise self help remedies or to obtain provisional or ancillary remedies, such as injunctive relief from a court having jurisdiction before, during or after the pendency of any arbitration. The institution and maintenance of an action for judicial relief or pursuit of provisional or ancillary remedies or exercise of self help remedies shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration.

(c) If any arbitration, legal action or other proceeding is brought for the enforcement of this Agreement or any agreement or instrument delivered under or in connection with this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day herein first above written.

FIRST NORTHERN BANK OF DIXON

EXECUTIVE

Exhibit A - California Labor Code Section 2870

CALIFORNIA LABOR CODE SECTION 2870

Section 2870. Application of provision providing that employee shall assign or offer to assign rights in invention to employer.

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either;

(i) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer.

(ii) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.