Exhibit
10.1


 


UNITED STATES OF AMERICA


BEFORE THE


BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM


WASHINGTON, D.C.


 


	
  Written Agreement by and between

  	
  )

  
	
   

  	
  )               Docket No. 10-222-WA/RB-HC

  
	
  NORTHERN CALIFORNIA BANCORP,

  	
  )

  
	
  INC.

  	
  )

  
	
  Monterey, California

  	
  )

  
	
   

  	
  )

  
	
  and

  	
  )

  
	
   

  	
  )

  
	
  FEDERAL RESERVE BANK OF

  	
  )

  
	
  SAN FRANCISCO

  	
  )

  
	
  San Francisco, California

  	
  )

  
	
   

  	
  )

  
	
   

  	
  )

  



 


WHEREAS,
Northern California Bancorp, Inc., Monterey, California (“NCB”), a
registered bank holding company, owns and controls Monterey County Bank,
Monterey, California (the “Bank”), a state-chartered nonmember bank, and
various nonbank subsidiaries;


 


WHEREAS,
it is the common goal of NCB and the Federal Reserve Bank of San Francisco (the
“Reserve Bank”) to maintain the financial soundness of NCB so that NCB may
serve as a source of strength to the Bank;


 


WHEREAS,
NCB and the Reserve Bank have mutually agreed to enter into this Written
Agreement (the “Agreement”); and


 


WHEREAS,
on October 28, 2010, the board of directors of NCB, at a duly constituted
meeting, adopted a resolution authorizing and directing Charles T. Chrietzberg, Jr.  to enter into this Agreement on behalf of
NCB, and consenting to compliance with each and every provision of this
Agreement by NCB and its institution-affiliated parties, as defined in 


 

















 


sections
3(u) and 8(b)(3) of the Federal Deposit Insurance Act, as amended
(the “FDI Act”) (12 U.S.C. §§ 1813(u) and 1818(b)(3)).


 


NOW,
THEREFORE, NCB and the Reserve Bank agree as follows:


 


Source of Strength


 


1.               The
board of directors of NCB shall take appropriate steps to fully utilize NCB’s
financial and managerial resources, pursuant to section 225.4(a) of
Regulation Y of the Board of Governors of the Federal Reserve System (the “Board
of Governors”) (12 C.F.R. § 225.4(a)), to serve as a source of strength to the
Bank, including, but not limited to, taking steps to ensure that the Bank
complies with the Consent Order entered into with the Federal Deposit Insurance
Corporation (the “FDIC”) on September 1, 2010 and any other supervisory
action taken by the Bank’s federal or state regulators.


 


Dividends and Distributions


 


2.       (a)       NCB shall not declare or pay any dividends without the prior
written approval of the Reserve Bank and the Director of the Division of
Banking Supervision and Regulation (the “Director”) of the Board of Governors.


 


(b)       NCB
shall not directly or indirectly take dividends or any other form of payment
representing a reduction in capital from the Bank without the prior written
approval of the Reserve Bank.


 


(c)       NCB
and its nonbank subsidiary shall not make any distributions of interest,
principal, or other sums on subordinated debentures or trust preferred
securities without the prior written approval of the Reserve Bank and the
Director.


 

















 


(d)       All
requests for prior approval shall be received by the Reserve Bank at least 30
days prior to the proposed dividend declaration date, proposed distribution on
subordinated debentures, and required notice of deferral on trust preferred
securities. All requests shall contain, at a minimum, current and projected
information on NCB’s capital, earnings, and cash flow; the Bank’s capital,
asset quality, earnings, and allowance for loan and lease losses; and
identification of the sources of funds for the proposed payment or
distribution. For requests to declare or pay dividends, NCB must also
demonstrate that the requested declaration or payment of dividends is
consistent with the Board of Governors’ Policy Statement on the Payment of Cash
Dividends by State Member Banks and Bank Holding Companies, dated November 14,
1985 (Federal Reserve Regulatory Service, 4-877 at page 4-323).


 


Debt and Stock Redemption


 


3.       (a)       NCB and any nonbank subsidiary shall not, directly or
indirectly, incur, increase, or guarantee any debt without the prior written
approval of the Reserve Bank. All requests for prior written approval shall
contain, but not be limited to, a statement regarding the purpose of the debt,
the terms of the debt, and the planned source(s) for debt repayment, and
an analysis of the cash flow resources available to meet such debt repayment.


 


(b)       NCB
shall not, directly or indirectly, purchase or redeem any shares of its stock
without the prior written approval of the Reserve Bank.


 


Cash Flow Projections


 


4.       Within
60 days of this Agreement, NCB shall submit to the Reserve Bank a written
statement of its planned sources and uses of cash for debt service, operating
expenses, and other purposes (“Cash Flow Projection”) for 2011. NCB shall
submit to the Reserve Bank a


 

















 


Cash
Flow Projection for each calendar year subsequent to 2011 at least one month
prior to the beginning of that calendar year.


 


Compliance with Laws and Regulations


 


5.       (a)       In appointing any new director or senior executive officer,
or changing the responsibilities of any senior executive officer so that the
officer would assume a different senior executive officer position, NCB shall
comply with the notice provisions of section 32 of the FDI Act (12 U.S.C. §
1831i) and Subpart H of Regulation Y of the Board of Governors (12 C.F.R. §§
225.71 et seq.).


 


(b)       NCB
shall comply with the restrictions on indemnification and severance payments of
section 18(k) of the FDI Act (12 U.S.C. § 1828(k)) and Part 359 of
the Federal Deposit Insurance Corporation’s regulations (12 C.F.R. Part 359).


 


Progress Reports


 


6.       Within
30 days after the end of each calendar quarter following the date of this
Agreement, the board of directors shall submit to the Reserve Bank written
progress reports detailing the form and manner of all actions taken to secure
compliance with the provisions of this Agreement and the results thereof, and a
parent company only balance sheet, income statement, and, as applicable, report
of changes in stockholders’ equity.


 


Communications


 


7.       All
communications regarding this Agreement shall be sent to:


 


(a)       Mr. Ken
Szyndel


Examining Manager


Banking Supervision &
Regulation


Federal Reserve Bank of San
Francisco


101 Market Street, Mail Stop 945


San Francisco, California 94105 5


 

















 


(b)     Mr. Charles
T. Chrietzberg, Jr.


Chairman of the Board and Chief
Executive Officer


Northern California Bancorp, Inc.


602 Munras Avenue


Monterey, California 93940


 


Miscellaneous


 


8.       Notwithstanding
any provision of this Agreement, the Reserve Bank may, in its sole discretion,
grant written extensions of time to NCB to comply with any provision of this
Agreement.


 


9.       The
provisions of this Agreement shall be binding upon NCB and its
institution-affiliated parties, in their capacities as such, and their
successors and assigns.


 


10.     Each
provision of this Agreement shall remain effective and enforceable until
stayed, modified, terminated, or suspended in writing by the Reserve Bank.


 


11.     The
provisions of this Agreement shall not bar, estop, or otherwise prevent the
Board of Governors, the Reserve Bank, or any other federal or state agency from
taking any other action affecting NCB, the Bank, any nonbank subsidiary of NCB,
or any of their current or former institution-affiliated parties and their
successors and assigns.


 

















 


12.     Pursuant
to section 50 of the FDI Act (12 U.S.C. § 1831aa), this Agreement is
enforceable by the Board of Governors under section 8 of the FDI Act (12 U.S.C.
§ 1818).


 


IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed as of the 29th day of October, 2010.


 


 


	
  NORTHERN CALIFORNA

  	
   

  	
  FEDERAL RESERVE BANK

  
	
  BANCORP, INC

  	
   

  	
  OF SAN FRANCISCO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Charles T. Chrietzberg, Jr.

  	
   

  	
  By:

  	
  /s/ David E. Reiser

  
	
  Charles T. Chrietzberg, Jr.

  	
   

  	
  David E. Reiser

  
	
  Chairman
  and Chief Executive Officer

  	
   

  	
  Examining Officer