Exhibit 10.15


    
      

    

    
       

      Exhibit
        10.15

       

      FIRST
        NORTHERN BANK OF DIXON

       

      SALARY
        CONTINUATION AGREEMENT

      


      THIS
        SALARY CONTINUATION AGREEMENT
        is
        entered into as of this 1st day of June, 2006, (“Effective Date”) by and between
        First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with
        its
        main office in Dixon, California (the “Bank”), and Patrick Day, Senior Vice
        President (the “Executive”). 

       

      WHEREAS,
        the
        Bank desires that the Executive continue in its employ, 

       

      WHEREAS,
        to
        encourage the Executive to remain an employee of the Bank, the Bank is willing
        to provide salary continuation benefits to the Executive, payable out of
        the
        Bank’s general assets, 

       

      WHEREAS,
        none of
        the conditions or events included in the definition of the term “golden
        parachute payment” that is set forth in §18(k)(4)(A)(ii) of the Federal Deposit
        Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit Insurance
        Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)] exists or, to the
        best
        knowledge of the Bank, is contemplated insofar as the Bank is concerned.
        

       

      NOW
        THEREFORE,
        in
        consideration of the foregoing premises and other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereto agree as follows: 

      


       

      ARTICLE
        1 

       

      DEFINITIONS

       

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

       

      1.1
        “Cause” shall have the meaning set forth in Section 5.1

       

      1.2
        “Change in Control” means any of the following events occurs:

      


      (a)
        Merger:
        First
        Northern Community Bancorp merges into or consolidates with another corporation,
        or merges another corporation into First Northern Community Bancorp, and
        as a
        result less than 50% of the combined voting power of the resulting corporation
        immediately after the merger or consolidation is held by persons who were
        stockholders of First Northern Community Bancorp immediately before the merger
        or consolidation,

       

      (b)
        Acquisition
        of Significant Share Ownership:
        a
        report on Schedule 13D or another form or schedule (other than Schedule 13G)
        is
        filed or is required to be filed under Sections 13(d) or 14(d) of the Securities
        Exchange Act of 1934, if the schedule discloses that the filing person or
        persons acting in concert has or have become the beneficial owner of 20%
        or more
        of a class of First Northern Community Bancorp’s voting securities, but this
        clause (b) shall not apply to beneficial ownership of First Northern Community
        Bancorp voting shares held in a fiduciary capacity by an entity of which
        First
        Northern Community Bancorp directly or indirectly beneficially owns 50% or
        more
        of its outstanding voting securities or voting shares held by an employee
        benefit plan maintained for the benefit of First Northern Bank of Dixon’s
        employees, or 

      


      (c)
        Change
        in Board Composition:
        during
        any period of two consecutive years, individuals who constitute First Northern
        Community Bancorp’s Board of Directors at the beginning of the two-year period
        cease for any reason to constitute at least a majority of First Northern
        Community Bancorp’s Board of Directors; provided, however, that for purposes of
        this clause (c) each director who is first elected by the board (or first
        nominated by the board for election by stockholders) by a vote of at least
        two-thirds of the directors who were directors at the beginning of the period
        shall be deemed to have been a director at the beginning of the two-year
        period.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      1.3
        “Disability” means the Executive suffers a sickness, accident or injury which
        has been determined by the carrier of any individual or group disability
        insurance policy covering the Executive, or by the Social Security
        Administration, to be a disability rendering the Executive totally and
        permanently disabled. The Executive must submit proof to the Bank of the
        carrier’s or Social Security Administration’s determination upon the request of
        the Bank. 

      1.4
“Good
        Reason” for purposes of this Agreement shall be defined as:

      


      (a)
        a
        material reduction in Executive’s title or responsibilities;

       

      (b)
        a
        reduction in base salary as in effect on the date of a Change in Control
        of the
        Bank;

       

      (c)
        the
        relocation of the Executive’s principal executive office so that Executive’s
        one-way commute distance from Executive’s residence is increased by more than
        forty (40) miles; 

       

      (d)
        the
        adverse and substantial alteration in the nature and quality of the office
        space
        within which the Executive performs his duties, including the size and location
        thereof, as well as the secretarial and administrative support provided to
        the
        Executive; 

      


      (e)
        the
        failure by the Bank to continue to provide the Executive with compensation
        and
        benefits substantially similar to those provided to him under any of the
        employee benefit plans in which the Executive becomes a participant, or the
        taking of any action by the Bank which would directly or indirectly materially
        reduce any of such benefits or deprive the Executive of any material fringe
        benefit enjoyed by him at the time of the Change in Control; or 

      


      (f)
        the
        failure of the Bank to obtain a satisfactory agreement from any successor
        or
        assign of the Bank to assume and agree to perform this Agreement, as
        contemplated in Section 7.5 hereof. 

       

      1.5
        “Normal Retirement Age” means age 65.
        

      


      1.6
        “Normal Retirement Date” means the later of the date the executive attains
        Normal Retirement Age or the Executive’s Termination of Employment with the
        Bank. 

      


      1.7
        “Person” means an individual, corporation, partnership, trust, association,
        joint venture, pool, syndicate, sole proprietorship, unincorporated organization
        or other entity.

       

      1.8
“Plan
        Year” means the calendar year ending on December 31. 

      


      1.9
        “Termination of Employment” means the Executive shall have ceased to be employed
        by the Bank for any reason whatsoever, excepting a leave of absence approved
        by
        the Bank. For purposes of this Agreement, if there is a dispute over the
        employment status of the Executive or the date of termination of the Executive’s
        employment, the Bank shall have the sole and absolute right to decide the
        dispute, unless a Change in Control shall have occurred within 24 months
        before
        termination of employment. 

       

       

      ARTICLE
        2 

       

      LIFETIME
        BENEFITS 

       

      2.1
        Normal
        Retirement Benefit.
        Upon
        the Executive’s Termination of Employment at on a Normal Retirement Date, for
        reasons other than death, the Bank shall pay to the Executive the benefit
        described in this Section 2.1 instead of any other benefit under this Agreement.
        

       

      2.1.1
        Amount of Benefit. The annual benefit under this Section 2.1 is $50,000.
        

       

      2.1.2
        Payment of Benefit. Beginning with the month after the Executive’s Normal
        Retirement Date, the Bank shall pay the annual benefit to the Executive in
        12
        equal monthly installments on the first day of each month. The annual benefit
        shall be paid to the Executive for 10 years. 


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      2.2
        Early
        Termination Benefit.
        Upon
        the Executive’s voluntary Termination of Employment prior to a Normal
        Retirement, the Bank shall not pay any benefits under this agreement to the
        Executive or the Executive’s Beneficiaries. 

      


      2.3
        Disability
        Benefit.
        If the
        Executive terminates employment because of Disability before a Normal Retirement
        Date, the Bank shall pay to the Executive the benefit described in this Section
        2.3 instead of any other benefit under this Agreement.

      


      2.3.1
        Amount of Benefit. The benefit under this Section 2.3 is $50,000 multiplied
        by
        (1) a fraction the numerator of which is the number of full calendar years
        and
        months between the executive’s date of hire and the Executive’s Termination of
        Employment and the denominator of which is the number of full calendar years
        and
        months between the Executive’s date of hire and the earliest possible Normal
        Retirement Date, and (2) an interest discount factor determined using an
        8.3%
        interest rate reflecting the number of full calendar years and months that
        benefit payments commence prior to age 65. 

      


      2.3.2
        Payment of Benefit. Beginning with the month after Termination of Employment
        due
        to Disability, the Bank shall pay the Disability Annual Benefit amount to
        the
        Executive in 12 equal monthly installments on the first day of each month.
        The
        annual benefit shall be paid to the Executive for 10 years. 

      


      2.4
        Change-in-Control
        Benefit.
        If the
        Executive’s employment with the Bank terminates involuntarily within 24 months
        after the first occurrence of a Change in Control or in the event the Executive
        terminates employment voluntarily for Good Reason within 24 months of such
        Change in Control, the Bank shall pay to the Executive the benefit described
        in
        this Section 2.4 instead of any other benefit under this Agreement. However,
        no
        benefits shall be payable under this Agreement if the Executive’s employment is
        terminated under Article 5 of this Agreement. 

       

      2.4.1
        Amount of Benefit: The Change-in-Control Benefit under this Section 2.4 is
        $345,712 multiplied by an interest discount factor calculated using an interest
        rate equal to the 10-year US Treasury bill rate at the Plan Year ending
        immediately before the date on which the Termination of Employment occurs
        and
        reflecting the number of full calendar years and months that the benefit
        payment
        occurs prior to age 65. 

      


      2.4.2
        Payment of Benefit: The Bank shall pay the Change-in-Control benefit under
        Section 2.4 of this Agreement to the Executive in one lump sum within three
        days
        after the Executive’s Termination of Employment. 

       

       

      ARTICLE
        3 

       

      DEATH
        BENEFITS 

       

      If
        the
        Executive dies prior to Termination of Employment and before the Executive’s
        Normal Retirement Age, the Bank shall pay to the Executive’s beneficiary(ies) a
        lump sum payment equal to $750,000 in lieu of any other benefit payable
        hereunder.

      


      If
        the
        Executive dies prior to Termination of Employment and on or after the
        Executive’s Normal Retirement Age, the Bank shall pay to the Executive’s
        beneficiary(ies) the benefit described in Section 2.1 assuming the Executive
        had
        retired on the Executive’s date of death, commenced payments and lived to
        receive all such payments.

      


      If
        the
        Executive dies following Termination of Employment, the Bank shall pay to
        the
        Executive’s beneficiary(ies) the remaining benefit payments that the Executive
        would have received had the Executive lived to receive all benefits payable
        under this agreement. 


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      ARTICLE
        4 

       

      BENEFICIARIES
        

       

      4.1
        Beneficiary
        Designations.
        The
        Executive shall designate a beneficiary or beneficiaries by filing a written
        designation with the Bank. The Executive may revoke or modify the designation
        at
        any time by filing a new designation. However, designations will be effective
        only if signed by the Executive and accepted by the Bank during the Executive’s
        lifetime. The Executive’s beneficiary designation shall be deemed automatically
        revoked if the beneficiary predeceases the Executive, or if the Executive
        names
        a spouse as beneficiary and the marriage is subsequently dissolved. If the
        Executive dies without a valid beneficiary designation, all payments shall
        be
        made to the Executive’s estate. 

       

      4.2
        Facility of Payment. If a benefit is payable to a minor, to a person declared
        incapacitated, or to a person incapable of handling the disposition of his
        or
        her property, the Bank may pay such benefit to the guardian, legal
        representative or person having the care or custody of such minor, incapacitated
        person or incapable person. The Bank may require such proof of incapacity,
        minority or guardianship as the Bank deems appropriate before distribution
        of
        the benefit. Distribution shall completely discharge the Bank from all liability
        for such benefit. 

       

       

      ARTICLE
        5 

       

      GENERAL
        LIMITATIONS 

       

      5.1
        Termination for Cause. Notwithstanding any provision of this Agreement to
        the
        contrary, the Bank shall not pay any benefit under this Agreement if the
        Bank
        terminates the Executive’s employment for: 

       

      (a)
        Gross
        negligence or gross neglect of duties, 

       

      (b)
        Commission of a felony or commission of a misdemeanor involving moral turpitude,
        or 

       

      (c)
        Fraud, disloyalty, dishonesty, or willful violation of any law or significant
        Bank policy committed in connection with the Executive’s employment and, in the
        Bank’s sole judgment, resulting in an adverse effect on the Bank. 

       

      5.2
        Suicide or Misstatement. The Bank shall not pay any benefit under this Agreement
        if the Executive commits suicide within two years after the date of this
        Agreement and while employed at the Bank, or if the Executive has made or
        makes
        any material misstatement of fact on any application for life insurance
        purchased by the Bank. 

      


      5.3
        Removal. If the Executive is removed from office or permanently prohibited
        from
        participating in the conduct of the Bank’s affairs by an order issued under
        Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
        §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall
        terminate as of the effective date of the order.

      


      5.4
        Insolvency. If the Commissioner of the California Department of Financial
        Institutions appoints the Federal Deposit Insurance Corporation as receiver
        for
        the Bank under California Financial Code §3220-3225, all obligations under this
        Agreement shall terminate as of the date of the Bank’s declared insolvency.


       

       

      ARTICLE
        6 

       

      CLAIMS
        AND REVIEW PROCEDURES 

       

      6.1
        Claims Procedure. A person or beneficiary (“claimant”) who has not received
        benefits under the Agreement that he or she believes should be paid shall
        make a
        claim for such benefits as follows: 

       

      6.1.1
        Initiation - Written Claim. The claimant initiates a claim by submitting
        to the
        Bank a written claim for the benefits. 


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      6.1.2
        Timing of Bank Response. The Bank shall respond to such claimant within 90
        days
        after receiving the claim. If the Bank determines that special circumstances
        require additional time for processing the claim, the Bank can extend the
        response period by an additional 90 days by notifying the claimant in writing,
        prior to the end of the initial 90-day period, that an additional period
        is
        required. The notice of extension must set forth the special circumstances
        and
        the date by which the Bank expects to render its decision.

       

      6.1.3
        Notice of Decision. If the Bank denies part or all of the claim, the Bank
        shall
        notify the claimant in writing of such denial. The Bank shall write the
        notification in a manner calculated to be understood by the claimant. The
        notification shall set forth: 

      


      6.1.3.1
        The specific reasons for the denial,

      


      6.1.3.2
        A
        reference to the specific provisions of the Agreement on which the denial
        is
        based,

       

      6.1.3.3
        A
        description of any additional information or material necessary for the claimant
        to perfect the claim and an explanation of why it is needed,

       

      6.1.3.4
        An explanation of the Agreement’s review procedures and the time limits
        applicable to such procedures, and 

      


      6.1.3.5
        A
        statement of the claimant’s right to bring a civil action under ERISA Section
        502(a) following an adverse benefit determination on review.

       

      6.2
        Review Procedure. If the Bank denies part or all of the claim, the claimant
        shall have the opportunity for a full and fair review by the Bank of the
        denial,
        as follows:

       

      6.2.1
        Initiation - Written Request. To initiate the review, the claimant, within
        60
        days after receiving the Bank’s notice of denial, must file with the Bank a
        written request for review. 

      


      6.2.2
        Additional Submissions - Information Access. The claimant shall then have
        the
        opportunity to submit written comments, documents, records and other information
        relating to the claim. The Bank shall also provide the claimant, upon request
        and free of charge, reasonable access to, and copies of, all documents, records
        and other information relevant (as defined in applicable ERISA regulations)
        to
        the claimant’s claim for benefits. 

      


      6.2.3
        Considerations on Review. In considering the review, the Bank shall take
        into
        account all materials and information the claimant submits relating to the
        claim, without regard to whether such information was submitted or considered
        in
        the initial benefit determination. 

      


      6.2.4
        Timing of Bank Response. The Bank shall respond in writing to such claimant
        within 60 days after receiving the request for review. If the Bank determines
        that special circumstances require additional time for processing the claim,
        the
        Bank can extend the response period by an additional 60 days by notifying
        the
        claimant in writing, prior to the end of the initial 60-day period, that
        an
        additional period is required. The notice of extension must set forth the
        special circumstances and the date by which the Bank expects to render its
        decision.

      


      6.2.5
        Notice of Decision. The Bank shall notify the claimant in writing of its
        decision on review. The Bank shall write the notification in a manner calculated
        to be understood by the claimant. The notification shall set forth:


      


      6.2.5.1
        The specific reason for the denial,

       

      6.2.5.2
        A
        reference to the specific provisions of the Agreement on which the denial
        is
        based,

       

      6.2.5.3
        A
        statement that the claimant is entitled to receive, upon request and free
        of
        charge, reasonable access to, and copies of, all documents, records and other
        information relevant (as defined in applicable ERISA regulations) to the
        claimant’s claim for benefits, and

       

      6.2.5.4
        A
        statement of the claimant’s right to bring a civil action under ERISA Section
        502(a) 


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      ARTICLE
        7

      


      MISCELLANEOUS
        

      


      7.1
        Binding Effect. This Agreement shall bind the Executive and the Bank, and
        their
        beneficiaries, survivors, executors, successors, administrators and transferees.
        

      


      7.2
        Amendments and Termination. This Agreement may be amended or terminated only
        by
        a written agreement signed by the Bank and the Executive. 

      


      7.3
        No
        Guarantee of Employment. This Agreement is not an employment policy or contract.
        It does not give the Executive the right to remain an employee of the Bank,
        nor
        does it interfere with the Bank’s right to discharge the Executive. It also does
        not require the Executive to remain an employee nor interfere with the
        Executive’s right to terminate employment at any time.

      


      7.4
        Non-Transferability. Benefits under this Agreement cannot be sold, transferred,
        assigned, pledged, attached, or encumbered in any manner. 

      


      7.5
        Successors; Binding Agreement. By an assumption agreement in form and substance
        satisfactory to the Executive, the Bank will require any successor (whether
        direct or indirect, by purchase, merger, consolidation or otherwise) to all
        or
        substantially all of the business or assets of the Bank to expressly assume
        and
        agree to perform this Agreement in the same manner and to the same extent
        that
        the Bank would be required to perform this Agreement if no such succession
        had
        occurred. The Bank’s failure to obtain such an assumption agreement before the
        succession becomes effective shall be considered a breach of this Agreement
        and
        shall entitle the Executive to the Change-in-Control benefit provided in
        Section
        2.4.

      


      7.6
        Tax
        Withholding. The Bank shall withhold any taxes that are required to be withheld
        from the benefits provided under this Agreement. 

      


      7.7
        Applicable Law. Except to the extent preempted by the laws of the United
        States
        of America, the validity, interpretation, construction, and performance of
        this
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of California, without giving effect to the principles of conflict
        of laws
        of such state. 

      


      7.8
        Unfunded Arrangement. The Executive and his beneficiary(ies) are general
        unsecured creditors of the Bank for the payment of benefits under this
        Agreement. The benefits represent the mere promise by the Bank to pay such
        benefits. The rights to benefits are not subject in any manner to anticipation,
        alienation, sale, transfer, assignment, pledge, encumbrance, attachment,
        or
        garnishment by creditors. Any insurance on the Executive’s life is a general
        asset of the Bank to which the Executive and beneficiary have no preferred
        or
        secured claim. 

      


      7.9
        Entire Agreement. This Agreement constitutes the entire agreement between
        the
        Bank and the Executive as to the subject matter hereof. No rights are granted
        to
        the Executive by virtue of this Agreement other than those specifically set
        forth herein. 

      


      7.10
        Administration. The Bank shall have the powers that are necessary to administer
        this Agreement, including but not limited to the power to:

       

      (a)
        interpret the provisions of the Agreement, 

       

      (b)
        establish and revise the method of accounting for the Agreement, 

       

      (c)
        maintain a record of benefit payments, and 

       

      (d)
        establish rules and prescribe forms necessary or desirable to administer
        the
        Agreement. 

       

      7.11
        Named Fiduciary. The Bank shall be the named fiduciary and plan administrator
        under this Agreement. The named fiduciary may delegate to others certain
        aspects
        of the management and operational responsibilities of the plan, including
        the
        employment of advisors and the delegation of ministerial duties to qualified
        individuals.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      7.12
        Severability. If for any reason any provision of this Agreement is held invalid,
        such invalidity shall not affect any other provision of this Agreement not
        held
        so invalid, and each such other provision shall, to the full extent consistent
        with the law, continue in full force and effect. If any provision of this
        Agreement shall be held invalid in part, such invalidity shall in no way
        affect
        the remainder of such provision, not held so invalid, and the remainder of
        such
        provision, together with all other provisions of this Agreement shall, to
        the
        full extent consistent with the law, continue in full force and effect.


      


      7.13
        Headings. The headings of Sections herein are included solely for convenience
        of
        reference and shall not affect the meaning or interpretation of any provision
        of
        this Agreement. 

      


      7.14
        Notices. All notices, requests, demands and other communications hereunder
        shall
        be in writing and shall be deemed to have been duly given if delivered by
        hand
        or mailed, certified or registered mail, return receipt requested, with postage
        prepaid, to the following addresses or to such other address as either party
        may
        designate by like notice.

       

      (a)
        If to
        the Bank, to: Board of Directors First Northern Bank of Dixon 195 North First
        Street P.O. Box 547 Dixon, California 95620 

      


      
        	
                (b)
                  If to the Executive, to:

              	 
	 	 
	 	 


      

       

      and
        to
        such other or additional person or persons as either party shall have designated
        to the other party in writing by like notice. 

       

      7.15
        Payment of Legal Fees. The Bank is aware that upon the occurrence of a Change
        in
        Control, then current management of the Bank could cause or attempt to cause
        the
        Bank to refuse to comply with its obligations under this Agreement, or could
        institute or cause or attempt to cause the Bank to institute litigation seeking
        to have this Agreement declared unenforceable, or could take or attempt to
        take
        other action to deny Executive the benefits intended under this Agreement.
        In
        these circumstances, the purpose of this Agreement would be frustrated. It
        is
        the intention of the Bank that the Executive not be required to incur the
        expenses associated with the enforcement of his rights under this Agreement,
        whether by litigation or other legal action, because the cost and expense
        thereof would substantially detract from the benefits intended to be granted
        to
        the Executive hereunder, and it is the intention of the Bank that the Executive
        not be forced to negotiate settlement of his rights under this Agreement
        under
        threat of incurring such expenses. Accordingly, if after a Change in Control
        occurs it should appear to the Executive that (a) the Bank has failed to
        comply
        with any of its obligations under this Agreement, or (b) the Bank or any
        other
        person has taken any action to declare this Agreement void or unenforceable,
        or
        instituted any litigation or other legal action designed to deny, diminish
        or to
        recover from the Executive the benefits intended to be provided to the Executive
        hereunder, the Bank irrevocably authorizes the Executive from time to time
        to
        retain counsel of his choice at the expense of the Bank as provided in this
        Section 7.15, to represent the Executive in connection with the initiation
        or
        defense of any litigation or other legal action, whether by or against the
        Bank
        or any director, officer, stockholder or other person affiliated with the
        Bank,
        in any jurisdiction. The fees and expenses of counsel selected from time
        to time
        by the Executive as provided in this section shall be paid or reimbursed
        to the
        Executive by the Bank on a regular, periodic basis upon presentation by the
        Executive of a statement or statements prepared by such counsel in accordance
        with such counsel’s customary practices, up to a maximum aggregate amount of
        $250,000. The Bank’s obligation to pay the Executive’s legal fees provided by
        this Section 7.15 operates separately from, and in addition to, any legal
        fee
        reimbursement obligation the Bank or the Bank’s parent First Northern Community
        Bancorp may have with the Executive by virtue of any separate employment,
        severance, or other agreement between the Executive and the Bank or First
        Northern Community Bancorp.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      7.16
        Internal Revenue Code Section 280G Gross Up.

       

      (a)
        If as
        a result of a Change in Control the Executive becomes entitled to acceleration
        of benefits under this Salary Continuation Agreement or under any other plan
        or
        agreement of or with the Bank or First Northern Community Bancorp (together,
        the
“Total Benefits”), and if any of the Total Benefits will be subject to the
        Excise Tax as set forth in Sections 280G and 4999 of the Internal Revenue
        Code
        of 1986 (the “Excise Tax”), the Bank shall pay to the Executive the following
        additional amounts, consisting of (1) a payment equal to the Excise Tax payable
        by the Executive on the Total Benefits under Section 4999 of the Internal
        Revenue Code (the “Excise Tax Payment”), and (2) a payment equal to the amount
        necessary to provide the Excise Tax Payment net of all income, payroll and
        excise taxes. Together, the additional amounts described in clauses (1) and
        (2)
        are referred to in this Agreement as the “Gross-Up Payment Amount.” Payment of
        the Gross-Up Payment Amount shall be made in addition to the amount set forth
        in
        Section 2.4 hereof.

       

      (b)
        For
        purposes of determining whether any of the Total Benefits will be subject
        to the
        Excise Tax and the amount of such Excise Tax, 

       

      (1)
        any
        other payments or benefits received or to be received by the Executive (whether
        under the terms of this Agreement or any other agreement, or other plan or
        arrangement with the Bank or First Northern Community Bancorp, any person
        whose
        actions result in a Change in Control or any person affiliated with First
        Northern Community Bancorp or such person) in connection with a Change in
        Control or the Executive’s termination of employment shall be treated as
“parachute payments” within the meaning of Section 280G(b)(2) of the Internal
        Revenue Code, and all “excess parachute payments,” within the meaning of Section
        280G(b)(1), shall be treated as subject to the Excise Tax, unless in the
        opinion
        of the certified public accounting firm that is retained by the First Northern
        Community Bancorp as of the date immediately before the Change in Control
        (the
“Accounting Firm”), such other payments or benefits (in whole or in part)
        represent reasonable compensation for services actually rendered, within
        the
        meaning of Section 280G(b)(4) of the Internal Revenue Code, or are otherwise
        not
        subject to the Excise Tax, 

       

      (2)
        the
        amount of the Total Benefits which shall be treated as subject to the Excise
        Tax
        shall be equal to the lesser of (A) the total amount of the Total Benefits
        reduced by the amount of such Total Benefits that in the opinion of the
        Accounting Firm are not parachute payments, or (B) the amount of excess
        parachute payments within the meaning of Section 280G(b)(1) (after applying
        clause (1) above), and 

       

      (3)
        the
        value of any noncash benefits or any deferred payment or benefit shall be
        determined by First Northern Community Bancorp’s Accounting Firm in accordance
        with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue
        Code.


       

      (c)
        For
        purposes of determining the Gross-Up Payment Amount, the Executive shall
        be
        deemed to pay federal income taxes at the highest marginal rate of federal
        income taxation in the calendar year in which the Gross-Up Payment Amount
        is to
        be made, and state and local income taxes at the highest marginal rate of
        taxation in the state and locality of the Executive’s residence on the date of
        termination of employment, net of the reduction in federal income taxes that
        could be obtained from deduction of state and local taxes (calculated by
        assuming that any reduction under Section 68 of the Internal Revenue Code
        in the
        amount of itemized deductions allowable to the Executive applies first to
        reduce
        the amount of state and local income taxes that would otherwise be deductible
        by
        the Executive, and applicable federal FICA and Medicare withholding
        taxes).


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      (d)
        If
        the Excise Tax is later determined to be less than the amount taken into
        account
        hereunder at the time of termination of the Executive’s employment, the
        Executive shall, when the amount of such reduction in Excise Tax is finally
        determined, repay to the Bank the portion of the Gross-Up Payment Amount
        attributable to the reduction (plus that portion of the Gross-Up Payment
        Amount
        attributable to the Excise Tax, federal, state and local income taxes and
        FICA
        and Medicare withholding taxes imposed on the Gross-Up Payment Amount being
        repaid by the Executive to the extent that such repayment results in a reduction
        in Excise Tax, FICA and Medicare withholding taxes and/or a federal, state
        or
        local income tax deduction). If the Excise Tax is later determined to be
        more
        than the amount taken in account hereunder at the time of termination of
        the
        Executive’s employment (including any payment the existence or amount of which
        cannot be determined at the time the Gross-Up Payment Amount is paid), the
        Bank
        shall make an additional Gross-Up Payment Amount to the Executive of the
        excess
        (plus any interest, penalties or additions payable by the Executive on the
        excess) when the amount of the excess is finally determined. 

      


      7.17
        Accounting Firm Gross-Up Determination.

       

      (a)
        Subject to the provisions of Section 7.16, all determinations required to
        be
        made under this Section 7.17, including whether and when a Gross-Up Payment
        Amount is required, the Gross-Up Payment Amount and the assumptions used
        to
        arrive at such determination shall be made by the Accounting Firm, which
        shall
        provide detailed supporting calculations both to the Bank and the Executive
        within 15 business days after receipt of notice from the Bank or the Executive
        that there has been a Gross-Up Payment Amount, or such earlier time as is
        requested by the Bank (the “Determination”).

       

      (b)
        If
        the Accounting Firm is serving as accountant or auditor for the individual,
        entity or group effecting the Change in Control, the Executive may appoint
        another nationally recognized public accounting firm to make the determinations
        required hereunder (which accounting firm shall then be referred to as the
        Accounting Firm hereunder). 

       

      (c)
        All
        fees and expenses of the Accounting Firm shall be borne solely by First Northern
        Community Bancorp or the Bank and First Northern Community Bancorp or the
        Bank
        shall enter into any agreement requested by the Accounting Firm in connection
        with the performance of its services hereunder. 

       

      (d)
        If
        the Accounting Firm determines that no Excise Tax is payable by the Executive,
        it shall furnish the Executive with a written opinion to such effect, and
        to the
        effect that failure to report Excise Tax, if any, on the Executive’s applicable
        federal income tax return will not result in the imposition of a negligence
        or
        similar penalty.

        

      (e)
        Determinations by the Accounting Firm shall be binding upon the Bank and
        the
        Executive. 

       

      (f)
        As a
        result of the uncertainty in determining whether any of the Total Benefits
        will
        be subject to the Excise Tax at the time of the Determination, it is possible
        that a Gross-Up Payment Amount will not have been made by the Bank that should
        have been made (an “Underpayment”), or that a Gross-Up Payment Amount will have
        been made that should not have been made (an “Overpayment”). If the Executive is
        required to make payment of any additional Excise Tax, the Accounting Firm
        shall
        determine the amount of the Underpayment that has occurred, and the Underpayment
        (together with interest at the rate provided in Section 1274(d)(2)(B) of
        the
        Internal Revenue Code) shall be promptly paid by the Bank to or for the benefit
        of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary
        to
        reimburse the Executive for his Excise Tax, the Accounting Firm shall determine
        the amount of the Overpayment that has been made, and the Overpayment (together
        with interest at the rate provided in Section 1274(d)(2)(B) of the Internal
        Revenue Code) shall be promptly paid by the Executive to or for the benefit
        of
        the Bank. If his expenses are reimbursed by the Bank, the Executive shall
        cooperate with any reasonable requests by the Bank in any contests or disputes
        with the Internal Revenue Service concerning the Excise Tax. 

      


      7.18
        Termination or Modification of Agreement by Reason of Changes in the Law,
        Rules
        or Regulations. The Bank is entering into this agreement upon the assumption
        that certain existing tax laws, rules and regulations will continue in effect
        in
        their current form. If said assumptions should materially change and said
        change
        has a material detrimental effect on this Agreement, then the Bank reserves
        the
        right to terminate or modify this Agreement accordingly, subject to obtaining
        the written consent of the Executive, which shall not be unreasonably
        withheld.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      7.19
        Advice of Counsel. Before signing this Agreement, Executive either (i) consulted
        with and obtained advice from Executive’s independent legal counsel in respect
        to the legal nature and operations of this Agreement, including its impact
        on
        Executive’s rights, privileges and obligations, or (ii) freely and voluntarily
        decided not to have the benefit of such consultation and advice with legal
        counsel. 

      


       

      IN
        WITNESS WHEREOF,
        the
        Executive and a duly authorized Bank officer have signed this Agreement as
        of
        the day and year first written above. 

       

       

      
        	
                THE
                  EXECUTIVE:
                  

              	 	
                THE
                  BANK:
                  

              
	 	 	
                FIRST
                  NORTHERN BANK OF DIXON 

              
	 	 	 	 
	 	 	
                By:

              	 
	
                Patrick
                  Day

              	 	 	 
	 	 	
                Its:

              	 


      

      

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

       

      BENEFICIARY
        DESIGNATION

       

      FIRST
        NORTHERN BANK OF DIXON

       

      SALARY
        CONTINUATION AGREEMENT

       

      Patrick
        Day

       

      I
        designate the following as beneficiary of any death benefits under this Salary
        Continuation Agreement: 

       

      Primary:
        _________________________ 

       

      Contingent:
        _______________________ 

       

      


      Note:
        To name a trust as beneficiary, please provide the name of the trustee(s)
        and
        the exact
        name and date of the trust agreement.
        

      


      I
        understand that I may change these beneficiary designations by filing a new
        written designation with the Bank. I further understand that the designations
        will be automatically revoked if the beneficiary predeceases me, or if I
        have
        named my spouse as beneficiary and our marriage is subsequently dissolved.
        

      


      
        	
                Signature:
                  

              	 	 
	 	
                Patrick
                  Day

              	 


      

       

       

      
        	
                Date:

              	 	 


      

       

      Accepted
        by the Bank this _________ day of ______________, 200__. 

       

      
        	
                By:
                  

              	 	 
	 	 	 
	
                Title:

              	 	 


      

       

       

    

    11