**U.S.SECURITIES AND EXCHANGE COMMISSION**

**WashingtonD.C.  20549**

 

**FORM 10-K/A**

 

**Amendment No. 1**

 
| ** ** | **x**  | **Annual report under Section 13 or  15(d) of the Securities Exchange Act of 1934**                   |
|------------|--------|-----------------------------------------------------------------------------------------------------------------|
|       |   | **(Fee required) for fiscal year  ended December 31, 2008**                                                |
|       |   |                                                                                                            |
| ** ** | **o**  | **Transition report under Section 13 or  15(d) of the Securities Exchange Act of 1934**               |
|       |   | **(No fee required) for the  period  from           to** |

 

**Commission File Number 0-27666**

 

**NORTHERN CALIFORNIA BANCORP, INC.**

(Exact name of registrant as specified in its Charter)

 

**Incorporated in the State of California**

**IRS Employer Identification Number 77-0421107**

**Address: 601 Munras Avenue, Monterey, CA 93940**

**Telephone: (831) 649-4600**

 

Securitiesregistered under Section 12(g) of the Exchange Act:  **Common stock**

 

Securitiesregistered under Section 12(b) of the Exchange Act:  **None**

 

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.  Yes o No x

 

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Exchange Act.  Yes o Nox

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes x No o

 

Indicate by checkmark whether the registrant has submitted electronically and posted on itscorporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of thischapter) during the preceeding 12 months (or for such shorter period that theregistrant was required to submit and post such files).  Yes oNo o

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of theregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. x

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer,a non-accelerated filer, or a smaller reporting company. See definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one):

 
| Large  accelerated filer o | Accelerated  filer o         |
|---------------------------------|-----------------------------------|
|                            |                              |
| Non-accelerated  filer o   | Smaller  reporting company x |

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act.  Yes o No x

 

Aggregate market value ofCommon Stock held by non-as of the last business day of the registrant’s mostrecently completed second fiscal quarter – June 30, 2008 was $4,488,000.

 

Shares of stockoutstanding as of March 1, 2009: 1,803,908 (Amended).

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

None.

 

**EXPLANATORY NOTE**

 

Northern CaliforniaBancorp amends its Annual Report on Form 10-K for the fiscal year ended December 31,2008 (filed on April 9, 2009), as set forth in this Form 10-K/A(Amendment No. 1), to include the information required in Items 10, 11,12, 13 and 14 of Part III. This amendment also includes an updated exhibittable under Item 15 of Part IV to reflect the certifications attachedhereto as Exhibits 31.1, 31.2, 32.1 and 32.2. In addition this amendmentcorrects the number of shares of stock outstanding shown on this cover page.Items in the Annual Report on Form 10-K not referenced below are notamended, and this Amendment No. 1 does not reflect events occurring afterthe original filing of the Annual Report on Form 10-K, and does not modifyor update those disclosures as presented in the Form 10-K except to theextent set forth herein.

 

 

 

----

 

**PART III**

 

**ITEM 10.****                           DIRECTORS,EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE**

 

**DIRECTORS AND EXECUTIVE OFFICERS**

 

The name, age, title and five-year business backgroundof each director, executive officer and significant employee of the Corporation(including the Bank) as of December 31, 2008, are as follows:

 
| **Name & Position with Bank**                                                                            | ** ** | **Age** | ** ** | **Principal Occupation During  Past Five  Years**                                                                                                           |
|-------------------------------------------------------------------------------------------------------------------|------------|---------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                              |       |    |       |                                                                                                                                                        |
| Mark A. Briant  Director since 2006                                                                               |       | 61      |       | Owner, Fashion  Streaks Screenprinting, Embroidery, Signs and Banners, Sand City, CA; Owner,  Sandy Creek Olive Ranch,Carmel Valley, CA                     |
|                                                                                                              |       |    |       |                                                                                                                                                        |
| Charles T. Chrietzberg, Jr.  Director since 1985,  Chairman of the Board &  Chief Executive Officer |       | 67      |       | Chairman of the  Board & Chief Executive Officer, Monterey County Bank since 3/87                                                                  |
|                                                                                                              |       |    |       |                                                                                                                                                        |
| Sandra G. Chrietzberg  Director, 1988 to 1994 and since 1995                                                      |       | 65      |       | Retired;  formerly President and CEO of Queen of Chardonnay, Inc., dba La Reina  Winery 1984-1993                                                      |
|                                                                                                              |       |    |       |                                                                                                                                                        |
| Stephanie G. Chrietzberg  Director since 2007                                                                     |       | 41      |       | Vice President,  Business Development Officer of Monterey County Bank since 5/06, Accounting  Manager/Assistant Controller, Portola Plaza Hotel 1994 - 4/06 |
|                                                                                                              |       |    |       |                                                                                                                                                        |
| Peter J. Coniglio, Esq.  Director since 1976                                                                 |       | 79      |       | Partner -  Hudson, Martin, Ferrante & Street, Monterey, CA (attorneys)                                                                             |
|                                                                                                              |       |    |       |                                                                                                                                                        |
| Carla S. Hudson, CPA  Director since 1994                                                                         |       | 55      |       | Partner —  Bianchi, Kasavan, Lorinez and Pope, LLP (accountants)                                                                                       |
|                                                                                                              |       |    |       |                                                                                                                                                        |
| John M. Lotz  Director since 1991                                                                                 |       | 67      |       | Chairman, Chief  Executive Officer & President Del Monte Aviation, Inc. dba Monterey  Bay Aviation                                            |

 

1

----

 
| **Name & Position with Bank**                                                            | ** ** | **Age** | ** ** | **Principal Occupation During  Past Five  Years**                                                                                                                                                           |
|---------------------------------------------------------------------------------------------------|------------|---------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Timothy M. Leveque  Executive Vice President and  Chief Lending Officer                           |       | 65      |       | Executive Vice  President and Chief Lending Officer of Monterey County Bank since 2003                                                                                                                      |
|                                                                                              |       |    |       |                                                                                                                                                                                                        |
| Bruce N. Warner  Executive Vice President,  Chief Financial Officer  and Chief Operating Officer  |       | 61      |       | Executive Vice  President, Chief Financial Officer and Chief Operating Officer of Monterey  County Bank since 2002                                                                                          |
|                                                                                              |       |    |       |                                                                                                                                                                                                        |
| Andre G. Herrera  Senior Vice President, Chief  Information Officer and  Manager BankCard Service |       | 43      |       | Senior Vice  President, Chief Information Officer and Manager, BankCard Service of  Monterey County Bank since 2004; Vice President and Chief Information Officer  of Monterey County Bank 2001 — 2004 |
|                                                                                              |       |    |       |                                                                                                                                                                                                        |
| Patricia D. Weber  Senior Vice President and  Senior Operations Manager                           |       | 48      |       | Senior Vice  President and Senior Operations Manager of Monterey County Bank since 2004;  Vice President, Operations Manager 1997 — 2004                                                               |

 

Directors of theCorporation serve one-year terms and serve in similar capacities with theBank.  The Chairman of the Board, ChiefExecutive Officer and Executive Vice President, Chief Financial Officer of theCorporation serve in similar capacities with the Bank, although the limitedoperations of the Corporation do not require significant amounts of theirtime.  There are no family relationshipsamong the persons listed above, except that Mr. Charles T. and Mrs. SandraG. Chrietzberg are spouses and Ms. Stephanie G. Chrietzberg is theirdaughter.

 

None of thedirectors serve as a director of any company with a class of securitiesregistered pursuant to Section 12 of the Securities Exchange Act of 1934or subject to the requirements of Section 15(d) of such act or anycompany registered as an investment company under the Investment Company Act of1940.

 

**SECTION 16(a) BENEFICIAL OWNERSHIPREPORTING COMPLIANCE**

 

Based solely upona review of the relevant forms furnished to the Corporation, the Corporationbelieves that all officers, directors and principal shareholders timely andaccurately filed appropriate forms as required by Section 16(a) ofthe Exchange Act, and related regulations, during 2008 or with respect thereto.

 

**CODE OF ETHICS**

 

The Corporation has adopted a code of ethics applicable to all of itsofficers, directors and employees, including its principal executive officer,principal financial

 

2

----

 

officer, principal accounting officer and persons performing similarfunctions.

 

The Corporation undertakes to provide a copy of thecode of ethics to any person, without charge, upon request.  Persons interested in receiving a copy shouldcontact Dorina A. Chan, Corporate Secretary, 601 Munras Ave Monterey, CA. 93940 (831) 649-4600.

 

**SHAREHOLDER COMMUNICATIONS**

 

There have been no changes to the procedures by which stockholders mayrecommend nominees to the Corporation’s board of directors since May 5,2008.

 

**AUDIT COMMITTEE FINANCIAL EXPERT**

 

The Corporationhas an Audit Committee, comprised of Directors Briant, Coniglio, Hudson andLotz.  The Board of Directors hasdetermined that no one on the Audit Committee qualifies as an “audit committeefinancial expert,” as this term is defined in Section 407 of theSarbanes-Oxley Act of 2002.  Although oneof the members of the Audit Committee has the requite knowledge of accounting,internal controls and accounting principals, that individual does not have thelevel of experience in preparing, auditing, analyzing or evaluating financialstatements that present the level of complexity similar to the Corporation’sfinancial statements, which is required to be qualified as an “audit committeefinancial expert”.  However, the Board of Directors believes thateach member of the Audit Committee is financially literate and fully qualifiedto monitor the performance of management, the public disclosures of theCorporation’s financial condition and performance, the Corporation’s internalaccounting operations and its independent registered public accounting firm.

 

**ITEM 11.****                           EXECUTIVECOMPENSATION**

 

**SUMMARY COMPENSATION**

 

Thefollowing table sets forth certain information regarding the compensation paidto the Chief Executive Officer, the Corporation’s two most highly compensatedexecutive officers other than the Chief Executive Officer with compensationduring 2008 equal to or in excess of $100,000, and up to two additionalindividuals whose total compensation during 2008 exceeded $100,000 and whowould have been included as one of the most highly compensated executiveofficers but for the fact that such individual did not serve as an executiveofficer of the Corporation as of December 31, 2008 (collectively referredto as the “Named Executive Officers”):

 

3

----

 

**SummaryCompensation Table**

** **
| **Name & Principal Position** | ** ** | **Year** | ** ** | **Salary  ($)** | ** ** | **Bonus  ($)** | ** ** | **All Other  Compensation  ($)** | ** ** | **Total  ($)** | ** ** |
|----------------------------------------|------------|----------|------------|-----------------|------------|----------------|------------|----------------------------------|------------|----------------|------------|
|                                   |       |     |       |            |       |           |       |                             |       |           |       |
| Charles T.  Chrietzberg, Jr.,     |       | 2008     |       | 330,000         | (1)        | —         |       | 149,000                          | (2)        | 479,000        |       |
| Chairman,  President and               |       | 2007     |       | 331,000         | (1)        | 300,000        |       | 27,000                           | (2)        | 638,000        |       |
| Chief Executive  Officer               |       |     |       |            |       |           |       |                             |       |           |       |
|                                   |       |     |       |            |       |           |       |                             |       |           |       |
| Timothy M.  Leveque,                   |       | 2008     |       | 186,000         |       | —         |       | 30,000                           | (3)        | 216,000        |       |
| Executive Vice  President,             |       | 2007     |       | 182,000         |       | 65,000         |       | 25,000                           | (3)        | 272,000        |       |
| Chief Lending  Officer                 |       |     |       |            |       |           |       |                             |       |           |       |
|                                   |       |     |       |            |       |           |       |                             |       |           |       |
| Bruce N. Warner,                       |       | 2008     |       | 166,000         |       | —         |       | 23,000                           | (4)        | 189,000        |       |
| Executive Vice  President,             |       | 2007     |       | 164,000         |       | 65,000         |       | 17,000                           | (4)        | 246,000        |       |
| Chief Financial  Officer and           |       |     |       |            |       |           |       |                             |       |           |       |
| Chief Operating  Officer               |       |     |       |            |       |           |       |                             |       |           |       |

 

----

(1)          2008 includes $19,000 asdirector compensation as the Chairman of the Board, including a retainer of$11,000,and $8,000 in fees for attendance at Board meetings.

2007 includes $20,000 asdirector compensation as the Chairman of the Board, including a retainer of$11,000, and $9,000 in fees for attendance at Board meetings.

(2)          2008 includes $110,000accrued for post-retirement benefits, $18,000 in matching 401K plancontributions, health insurance premiums of $10,000, personal use of a Bankowned automobile of $8,000 and life/disability insurance premiums of $3,000.

2007 includes $13,000 inmatching 401K plan contributions, health insurance premiums of $7,000, personaluse of a Bank owned automobile of $4,000 and life/disability insurance premiumsof $3,000.

(3)          2008 includes $12,000 inmatching 401K plan contributions, health insurance premiums of $9,000,automobile allowance of $6,000 and life/disability insurance premiums of$3,000.

2007 includes $12,000 inmatching 401K plan contributions, health insurance premiums of $4,000,automobile allowance of $6,000 and life/disability insurance premiums of$3,000.

(4)          2008 includes $13,000 inmatching 401K plan contributions, health insurance premiums of $7,000 and$3,000 in life/disability insurance premiums.

2007 includes $13,000 inmatching 401K plan contributions, health insurance premiums of $1,000 and$3,000 in life/disability insurance premiums.

 

The Bank furnishes to its employees, on a non-discriminatory basis,insurance other benefits.  The value ofthese benefits for the Named Executive Officers is included in the foregoingtable if the aggregate value of the benefits exceeded $10,000.

 

The Bank entered into a three year employment contract with Mr. Chrietzbergeffective January 1, 2008.  Itprovides for a base salary of $300,000 per year, a Bank furnished automobile orautomobile allowance, and a bonus based on profits.  The bonus, not to exceed $300,000 annually,will equal $10,000 for each 0.1 percent that the Bank’s profits exceed a 1percent return on average assets, plus $10,000 for each 1 percent that the Bank’sreturn on equity exceeds 10 percent. Under the terms of the contract, if Mr. Chrietzberg is terminatedother than for cause (as defined in the contract), he is entitled to severancecompensation of his monthly salary plus a pro rated incentive bonus for thegreater of 24 months or the remaining term of his contract (which ends inDecember,

 

4

----

 

2010); however, if the termination follows within 12 months after achange in control transaction (as defined in the contract), he is entitled tosuch severance compensation for the greater of 24 months or the remainder ofthe term of the contract.

 

In August, 2001,the Bank amended the Salary Continuation Agreement for the benefit of Mr. Chrietzberg,originally approved in December 1993 and amended in August 1999.   The amended Salary Continuation Agreementprovides for payments of $90,000 per year, upon retirement, for Mr. Chrietzberg’slifetime.  Should Mr. Chrietzbergdie, his beneficiary(ies) shall be entitled to an amount equal to $1,000,000plus the present value of the remaining retirement benefits due to Mr. Chrietzbergor the net at risk insurance portion of the proceeds, whichever is less, andthe Bank shall be entitled to the remainder of such proceeds.

 

The Bank’s obligations under the Salary Continuation Agreement are notsecured by any segregated amounts, but are informally funded by the purchase ofsingle-premium life insurance policies. The Corporation adopted EITF Issue No. 06-4, Accounting forDeferred Compensation and Postretirement Benefit Aspects of EndorsementSplit-Dollar Life Insurance Arrangements, and EITF Issue No. 06-10,Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements,effective as of January 1, 2008 as a change in accounting principlethrough a $362,000 cumulative-effect adjustment to retained earnings. Theexpense incurred for the year ended December 31, 2008 to recognize theliability for future benefits was $110,000. The Corporation did not incur any salary continuation expense in 2007.Net earnings on the life insurance policies totaled $124,000 for each of theyears ended December 31, 2008 and 2007. The salary continuation expense accrued net of earnings on lifeinsurance policies in 2006 and 2005 was $28,900 and $28,900, respectively.  Based upon the current projected earnings ofthe insurance used to informally fund the Bank’s obligations under theAgreement, and the anticipated salary continuation expense to be booked, net oftax benefits, the Bank anticipates (based upon current tax laws and assumptionsregarding the yield on alternative investment(s)) that the cost of the benefitsto be provided under the agreement will not have a material adverse impact onthe Bank’s net income after taxes in the future, although no assurance can begiven in this regard.

 

**EQUITYCOMPENSATION**

** **

The Corporation did not grant any stock options under the Corporation’s1998 Amended Stock Option Plan or the Northern California Bancorp 2007 StockOption Plan during the years ended December 31, 2008 and 2007.

 

The following table sets forth the number of shares ofCommon Stock represented by outstanding stock options and stock awards held byeach of the Named Executive Officers as of December 31, 2008 under theCorporation’s 1998 Amended Stock Option Plan. No further stock options may be granted under the 1998 Amended Stock Option Plan, which wasoriginally adopted on April 16, 1998 and expired ten yearsthereafter, except that all stock options then outstanding under the 1998Amended Stock Option remain in effect for the balance of their terms.

 

5

----

 

Thereare no stock options outstanding under the Northern California Bancorp 2007Stock Option Plan and there are no stock awards outstanding under either plan.

** **

**OutstandingEquity Awards**

 
| ** **                        | ** ** | **Option Awards**                                                            | ** ** |
|-----------------------------------|------------|------------------------------------------------------------------------------|------------|
| **Name**                          | ** ** | **Number of  Securities  Underlying  Unexercised  Options  (#) Exercisable** | ** ** | **Number of  Securities  Underlying  Unexercised  Options  (#)  Unexercisable** | ** ** | **Equity  Incentive  Plan  Awards:  Number of  Securities  Underlying  Unexercised  Unearned  Options (#)** | ** ** | **Option  Exercise  Price  ($)** | ** ** | **Option  Expiration  Date** | ** ** |
| Charles T.  Chrietzberg, Jr. |       | 25,000                                                                       | (1)        | — |   | — |   | 4.40 |   | 2/2/09 |   |
| Timothy Leveque                   |       | —                                                                       |       | — |   | — |   | — |   | — |   |
| Bruce N. Warner                   |       | —                                                                       |       | — |   | — |   | — |   | — |   |

 

----

(1)          The vesting date for allof Mr. Chrietzberg’s options was February 2, 2004.

 

**DIRECTORS’ COMPENSATION**

** **

The following table sets forth certaininformation regarding the compensation paid to each director during 2008,except Mr. Chrietzberg, whose compensation is detailed in the foregoingtables:

 

**Directors’ Compensation**

 

| **Name**                  | ** ** | **Fees Earned  or Paid in  Cash ($)** | ** ** | **Total  ($)** | ** ** |
|---------------------------|------------|---------------------------------------|------------|----------------|------------|
| Mark A. Briant            |       | 20,000                                | (1)        | 20,000         |       |
| Sandra G.  Chrietzberg    |       | 19,000                                | (2)        | 19,000         |       |
| Stephanie G.  Chrietzberg |       | 19,000                                | (2)        | 19,000         |       |
| Peter J.  Coniglio        |       | 19,000                                | (3)        | 19,000         |       |
| Carla S. Hudson           |       | 21,000                                | (4)        | 21,000         |       |
| John M. Lotz              |       | 20,000                                | (5)        | 20,000         |       |

 

----

(1)          Includes a retainer of$11,000, $8,000 in fees for monthly Board of Director meetings and $1,000 inmeeting fees for attendance as a member of the Audit Committee.

(2)          Includes a retainer of$11,000 and $8,000 in fees for monthly Board of Director meetings.

(3)          Includes a retainer of$11,000, $7,000 in fees for monthly Board of Director meetings and $1,000 inmeeting fees for attendance as a member of the Audit Committee.

(4)          Includes a retainer of$11,000, $8,000 in fees for monthly Board of Director meetings and $2,000 inmeeting fees for attendance as chair member of the Audit Committee.

 

6

----

 

(5)          Includes a retainer of$11,000, $8,000 in fees for monthly Board of Director meetings and $1,000 inmeeting fees for attendance as a member of the Audit Committee.

 
| **ITEM 12.** | ** ** | **SECURITY OWNERSHIP OF CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS** |
|--------------|------------|------------------------------------------------------------------------------------------------------|

** **

**SECURITY OWNERSHIP**

** **

To the knowledgeof the management of the Corporation, the following shareholders own more thanfive percent (5%) of the outstanding common stock of the Corporation, its onlyclass of voting securities, as of March 1, 2009:

 
| **Name and Address**              | ** ** | **Number of Shares of Common   Stock  Beneficially Owned** | ** ** | **Percent of  Class** | ** ** |
|-----------------------------------|------------|-----------------------------------------------------------------|------------|-----------------------|------------|
| Charles T.  Chrietzberg, Jr. |       | 739,074                                                         | (1)        | 40.97                 | %          |
| Sandra G. Chrietzberg             |       |                                                            |       |                  |       |
| 601 Munras Ave.                   |       |                                                            |       |                  |       |
| Monterey,  CA  93940         |       |                                                            |       |                  |       |
|                              |       |                                                            |       |                  |       |
| David S. Lewis  Trust             |       | 153,863                                                         |       | 8.53                  | %          |
| 30500 Aurora del  Mar             |       |                                                            |       |                  |       |
| Carmel, CA  93923            |       |                                                            |       |                  |       |
|                              |       |                                                            |       |                  |       |
| Bruce N. Warner                   |       | 114,530                                                         |       | 6.35                  | %          |
| 601 Munras Ave.                   |       |                                                            |       |                  |       |
| Monterey,  CA  93940         |       |                                                            |       |                  |       |

 

----

(1)   Includes 18,414 shares held beneficially for Mr. Chrietzbergand Mrs. Chrietzberg in Individual Retirement Accounts where voting poweris shared with the custodian of the account. 400,000 shares of the Common stock owned by Mr. Chrietzberg arepledged to secure a loan from an unaffiliated bank.

 

Thefollowing table sets forth similar information regarding the beneficialownership, both by numerical holding and percentage interest, for each of theCorporation’s directors and Named Executive Officers and all of its directorsand Named Executive Officers as a group, as of March 1, 2009.

 

7

----

 
| **Name**                                                             | ** ** | **Number of Shares  of Common Stock  Beneficially  Owned(1)** | ** ** | **Shares  Subject to  Purchase  Options(2)** | ** ** | **Percent of  Class  Beneficially  Owned********(1)(2)** | ** ** |
|----------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|----------------------------------------------|------------|----------------------------------------------------------|------------|
| Mark A. Briant                                                       |       | 2,534                                                         | (3)        | —                                       |       | 0.14                                                     | %          |
| Charles T.  Chrietzberg, Jr.                                    |       | 739,074                                                       | (4)(5)(6)  | —                                       |       | 40.97                                                    | %          |
| Sandra G.  Chrietzberg                                               |       | 739,074                                                       | (5)(6)     | —                                       |       | 40.97                                                    | %          |
| Stephanie G.  Chrietzberg                                            |       | 26,640                                                        |       | —                                       |       | 1.48                                                     | %          |
| Peter J.  Coniglio                                                   |       | 63,194                                                        | (7)(8)     | 13,161                                       |       | 4.20                                                     | %          |
| Carla S. Hudson                                                      |       | 37,399                                                        | (9)        | 2,500                                        |       | 2.21                                                     | %          |
| John M. Lotz                                                         |       | 895                                                           |       | 10,500                                       |       | 0.63                                                     | %          |
| Timothy M.  Leveque                                                  |       | 62,011                                                        |       | —                                       |       | 3.44                                                     | %          |
| Bruce N. Warner                                                      |       | 114,530                                                       |       | —                                       |       | 6.35                                                     | %          |
| All Directors  and Named Executive Officers as a group (9 in number) |       | 1,046,277                                                     | (10)       | 26,161                                       |       | 58.60                                                    | %          |

 

----

(1) Except as otherwise noted, may include shares held by or with such person’sspouse (except where legally separated) and minor children; shares held by anyother relative of such person who has the same home; shares held by a familytrust as to which such person is a trustee with sole voting and investmentpower (or shares power with a spouse); or shares held in an IndividualRetirement Account or pension plan as to which such person has pass-throughvoting rights and investment power.  Doesnot include “vested” stock options.

(2)          Shares subject to stockoptions that were exercisable within 60 days after March 1, 2009 (“vested”)are treated as issued and outstanding for the purpose of computing the percentof class owned by such person but not for the purpose of computing the percentof class owned by any other person.

(3)      Shares are held in a profit sharing plan, asto which Mr. Briant has voting and investment power.

(4)          400,000 shares of theCommon Stock owned by Mr. Chrietzberg are pledged to secure a loan from anunaffiliated bank. Should he default under that loan, the shares could beacquired by the lender, or sold pursuant to applicable terms of the UniformCommercial Code, in a transaction that could result in a change of control ofthe Corporation.  Such transaction mayrequire approval under provisions of Federal and California change in bankcontrol laws.

(5)          The shares include anaggregate of 18,414 shares held beneficially by Mr. Chrietzberg and Mrs. Chrietzbergin Individual Retirement Accounts, where voting power is also shared with thecustodian of the account.

(6)          Includes shares ofspouse pursuant to California’s community property laws.

(7)          Sole voting power.

(8)          28,211 shares are heldby Mr. Coniglio, 26,530 are held in a family trust controlled by Mr. Coniglio,as to which he has sole voting and investment power, while 8,453 shares areheld by Hudson, Martin, Ferrante & Street, a partnership of which Mr. Conigliois the managing partner, with voting and investment power.

(9)          The shares are heldjointly with family members, other than 1,610 shares held in a corporatepension, as to which Ms. Hudson has voting and investment power.

(10) Shares beneficially held by Mr. and Mrs. Chrietzbergare counted once in calculating the beneficial ownership of all Directors andExecutive Officers of the Corporation as a group.

 

**CHANGESIN CONTROL**

 

Management is not aware of any change in controlof the Corporation since January 1, 2008, or any arrangements which may,at a subsequent date, result in a change

 

8

----

 

in control of the Corporation, except as discussed herein.  400,000 shares of the Common Stock owned by Mr. Chrietzbergare pledged to secure a loan from an unaffiliated bank.  Should he default under that loan, the sharescould be acquired by the lender, or sold pursuant to applicable terms of theUniform Commercial Code, in a transaction that could result in a change ofcontrol of the Corporation.  Suchtransaction may require approval under provisions of Federal and Californiachange in bank control laws.

 

**SECURITIESAUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS**

** **

The followingtable shows information regarding each of the Corporation’s equity compensationplans as of December 31, 2008:

 

**Equity Compensation PlanInformation**

 
| **Plan category**                                           | ** ** | **Number of  securities to be  issued upon  exercise of  outstanding  options,  warrants and  rights  (a)** | ** ** | **Weighted-  average  exercise price  of outstanding  options,  warrants and  rights  (b)** | ** ** | **Number of  securities  remaining available  for future issuance  under equity  compensation plans  (excluding  securities reflected  in column (a))  (c)** | ** ** |
|-------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Equity  compensation plans approved by security holders     |       | 62,161                                                                                                      |       | $                                                                                           | 3.78       |                                                                                                                                                         | 300,000    |   |
| Equity  compensation plans not approved by security holders |       | 0                                                                                                           |       | 0                                                                                           |       | 0                                                                                                                                                            |       |
| Total                                                       |       | 62,161                                                                                                      |       | $                                                                                           | 3.78       |                                                                                                                                                         | 300,000    |   |

** **

**ITEM 13.****                CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**

** **

**RELATED TRANSACTONS**

** **

TheBank has had, and expects to have in the future, banking transactions in theordinary course of its business with directors, officers, principalshareholders and their associates. Management of the Bank believes that these transactions have been (and thosein the future are intended to be) on substantially the same terms, includinginterest rates, collateral and repayment terms on extensions of credit, asthose prevailing at the

 

9

----

 

sametime for comparable transactions with persons unrelated to the Corporation orthe Bank and did not involve more than the normal risk of collectibility orpresent other unfavorable features. Management does not believe that any such loans are outside the ordinarycourse of business.

 

**DIRECTOR INDEPENDENCE**

 

The following directors of theCorporation are deemed “independent,” as defined by the applicable listingstandards of NASDAQ.

 
| Mark A. Briant  |   | Peter J. Coniglio |
|-----------------|--------|-------------------|
| Carla S. Hudson |   | John M. Lotz      |

 

No directors, who are not independent,are members of the Audit, Nominating or Compensation Committees of the Board.

 

**ITEM 14.****                           PRINCIPALACCOUNTING FEES AND SERVICES**

 

**AUDIT FEES**

 

Aggregate fees billed byHutchinson and Bloodgood, LLP for professional services rendered in connectionwith the audit of the Corporation’s consolidated financial statements for theyears ended December 31, 2008 and 2007 and for the required review of theCorporation’s consolidated financial statements included in its Form 10-Q’sfor those same years totaled $71,700 and $75,325, respectively.

 

**AUDIT-RELATEDFEES**

 

Noaudit-related fees were billed by Hutchinson and Bloodgood, LLP for the yearsended December 31, 2008 and 2007.

 

**TAX FEES**

 

$2,800and $2,900 was paid toHutchinson & Bloodgood, LLP for all tax services rendered for theyears ended December 31, 2008 and 2007, respectively.

 

**ALL OTHERFEES**

 

Noother fees were paid to Hutchinson and Bloodgood, LLP for the years ended December 31,2008 and 2007.

 

**AUDITCOMMITTEE’S PRE-APPROVAL POLICIES AND PROCEDURES**

 

TheAudit Committee’s policy is to pre-approve all audit and non-audit servicesprovided by the Corporation’s independent auditor.  These services may include audit,audit-related, tax and other services. Pre-approval is generally provided for up to one year and is detailed asto a particular service or category of service. The independent auditor and management are required to periodicallyreport to the Audit Committee

 

10

----

 

regarding the extent of services provided by the independent auditor inaccordance with the pre-approval and the fees for services performed todate.  All services performed byHutchinson & Bloodgood, LLP for which fees were billed to theCorporation during the years ended December 31, 2008 and 2007 as disclosedherein were approved by the Audit Committee pursuant to the procedures outlinedherein.  All of the services ofHutchinson & Bloodgood, LLP in auditing the Corporation’s FinancialStatements for the year ended December 31, 2008 were performed byHutchinson & Bloodgood, LLP or its full-time, permanent employees.

 

**PART IV**

 

**ITEM 15.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES**

 

Thefollowing exhibits are filed as a part of this Annual Report on Form 10-K/A(Amendment No. 1):

 
| ** **     | **Description** | ** **                                                                                                                                                                                                                                                                | **Page or  Footnote  Reference** |
|----------------|-----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------|
|           |            |                                                                                                                                                                                                                                                                      |                                  |
| 2              |            | Plan  of Merger and Merger Agreement, Monterey County Bank with Monterey County  Merger Corporation under the Charter of Monterey County Bank under the Title  of Monterey County Bank, joined in by Northern California Bancorp, Inc.  dated November 1, 1995. |                                  | (1) |
| 3 (i)          |            | Articles  of Incorporation, as amended through January 2009                                                                                                                                                                                                          |                                  | (9) |
| 3 (ii)         |            | Bylaws                                                                                                                                                                                                                                                                    |                                  | (1) |
| 10 (i) D  | (1)             | Lease  agreement Carmel Branch Office                                                                                                                                                                                                                                     |                                  | (1) |
|           | (2)             | Lease  agreement Carmel By The Sea Office                                                                                                                                                                                                                                 |                                  | (5) |
|           | (3)             | Lease  agreement 301 Webster Street, Monterey, CA 93924                                                                                                                                                                                                                   |                                  | (6) |
| 10 (ii) A | (1)             | Employment  Contract of Charles T. Chrietzberg, Jr., dated January 1, 2008                                                                                                                                                                                      |                                  | (8) |
|           | (2)             | Deferred  Compensation Agreement, dated December 31, 1993                                                                                                                                                                                                            |                                  | (1) |
|           | (3)             | Northern  California Bancorp, Inc. 1998 Stock Option Plan and Stock Option  Agreements                                                                                                                                                                               |                                  | (2) |
|           | (4)             | Amendment  to the Salary Continuation Agreement Dated December 31, 1993                                                                                                                                                                                              |                                  | (3) |
|           | (5)             | Life  Insurance Endorsement Method Split Dollar Plan Agreement                                                                                                                                                                                                            |                                  | (3) |
|           | (6)             | Amendment  to the Life Insurance Endorsement Method Split Dollar Plan Agreement dated  January 5, 2000                                                                                                                                                               |                                  | (4) |
|           | (7)             | Amendment  to the Life Insurance Endorsement Method Split Dollar Plan                                                                                                                                                                                                     |                                  | (4) |
|           | (8)             | Amendment  to the Salary Continuation Agreement Dated December 31, 1993                                                                                                                                                                                              |                                  | (4) |
|           | (9)             | Monterey  County Bank Supplemental Life Insurance Agreement Dated October 26, 2006                                                                                                                                                                                   |                                  | (7) |

 

11

----

 
| ** ** | **Description** | ** **                                                                                                                                                    | **Page or  Footnote  Reference** |
|------------|-----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------|
|       | (10)            | First  Amendment to the Monterey County Bank Supplemental Life Insurance Agreement  dated October 31, 2006                                               |                                  | (7) |
| 21         |            | Subsidiaries                                                                                                                                                  |                                  | (9) |
| 23.1       |            | Consent  of Hutchinson and Bloodgood, LLP                                                                                                                     |                                  | (9) |
| 31.1       |            | Certification  of the Chief Executive Officer of Northern California Bancorp, Inc.  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.      |                                  | 14 |
| 31.2       |            | Certification  of the Chief Financial Officer of Northern California Bancorp, Inc.  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.      |                                  | 15 |
| 32.1       |            | Certification  of the Chief Executive Officer of Northern California Bancorp, Inc.  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |                                  | 16 |
| 32.2       |            | Certification  of the Chief Financial Officer of Northern California Bancorp, Inc.  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.      |                                  | 17 |

 

----

(1) Filed as an exhibit to Form 10-KSB for the period ended December 31,1995.

(2) Filed as an exhibit to Form 10-KSB for the period ended December 31,1998.

(3) Filed as an exhibit to Form 10-KSB for the period ended December 31,1999.

(4) Filed as an exhibit to Form 10-KSB for the period ended December 31,2001.

(5) Filed as an exhibit to Form 10-KSB for the period ended December 31,2002.

(6) Filed as an exhibit to Form 10-KSB for the period ended December 31,2004.

(7) Filed as an exhibit to Form 10-KSB for the period ended December 31,2006.

(8) Filed as an exhibit to Form 10-QSB for the period ended March 31,2008.

(9) Filed as an exhibit to Form 10-K for the period ended December 31,2008.

 

12

----

 

**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Exchange Act, the registrant has dulycaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 

**NORTHERN CALIFORNIA BANCORP**

 
| *By:*  | /s/ Charles T. Chrietzberg, Jr.   |   |
|--------|----------------------------------------|--------|
|   | Charles T. Chrietzberg                 |   |
|   | Chief Executive Officer  and President |   |
|   | Date: May 8, 2009                 |   |
|   |                                   |   |
| *By:*  | /s/ Bruce N. Warner                    |   |
|   | Bruce N. Warner                        |   |
|   | Chief Financial Officer                |   |
|   | Date: May 8, 2009                 |   |

 

Pursuant to the requirementsof Securities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities and on thedates indicated.

 
| **Names**                             | ** ** | **Position** | ** ** | **Date**         |
|---------------------------------------|------------|--------------|------------|------------------|
|                                  |       |         |       |             |
| /s/  Mark A. Briant                   |       |         |       | May 8, 2009 |
| Mark  A. Briant                       |       | Director     |       |             |
|                                  |       |         |       |             |
| /s/  Charles T. Chrietzberg, Jr. |       |         |       | May 8, 2009 |
| Charles T.  Chrietzberg, Jr.     |       | Director     |       |             |
|                                  |       |         |       |             |
| /s/  Sandra G. Chrietzberg            |       |         |       | May 8, 2009 |
| Sandra  G. Chrietzberg                |       | Director     |       |             |
|                                  |       |         |       |             |
| /s/  Peter J. Coniglio                |       |         |       | May 8, 2009 |
| Peter  J. Coniglio                    |       | Director     |       |             |
|                                  |       |         |       |             |
| /s/  Carla S. Hudson                  |       |         |       | May 8, 2009 |
| Carla  S. Hudson                      |       | Director     |       |             |
|                                  |       |         |       |             |
| /s/  John M. Lotz                     |       |         |       | May 8, 2009 |
| John  M. Lotz                         |       | Director     |       |             |
|                                  |       |         |       |             |
| /s/  Stephanie G. Chrietzberg         |       |         |       | May 8, 2009 |
| Stephanie  G. Chrietzberg             |       | Director     |       |             |

 

13

----