SECURITIES
AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM
10-K/A

(Amendment No. 1)

|  |                                                                                                                                          
|- | -----------------------------------------------------------------------------------------------------------------------------------------
|x | Annual report pursuant
    to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2017, or
|  |                                                                                                                                          
|o | Transition report
    pursuant to Section 13 or 15 (d) of Securities Exchange Act of 1934                                                

Commission File No. 000-49693

FNB
BANCORP

(Exact
name of registrant as specified in its charter)

|California                                                         |  | 91-2115369              
|------------------------------------------------------------------ |  | ------------------------
|(State or other jurisdiction of incorporation
    or organization) |  | (IRS Employer ID Number)
|                                                                   |  |                         
|975 El Camino
    Real, South San Francisco, California            |  | 94080                   
|(Address of principal executive offices)                           |  | (Zip code)              
|                                                                   |  |                         

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

Securities
registered pursuant to Section 12(b) of the Act:

|                                   |  |                                                
|---------------------------------- |  | -----------------------------------------------
|Common
        Stock, no par value |  | Nasdaq
        Global Select Market            
|(Title
    of Class)               |  | (Name
    of each exchange on which registered)
|                                   |  |                                                

Securities
registered pursuant to Section 12(g) of the Act: None.



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

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o
No x

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

Indicate
by check mark whether the registrant has submitted electronically and posted on its Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes x No o

Indicate
by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K o

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



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

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

Aggregate
market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the
price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business
day of the registrant’s most recently completed second fiscal quarter: $102,868,236

Number
of shares outstanding of each of the registrant’s classes of common stock, as of March 9, 2018

No
par value Common Stock – 7,477,518shares outstanding.







Explanatory
Note



FNB
Bancorp is filing this Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K for the year ended December 31,
2017, filed with the Commission on March 14, 2018, by providing Part III (Items 10, 11, 12, 13 and 14) of Form 10-K. As a result
of the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) entered into between the Company and
TriCo Bancshares on December 11, 2017, the Board of Directors of the Company has decided to postpone its 2018 annual meeting of
shareholders, which means the Company’s proxy statement for its 2018 annual meeting of shareholders will not be filed with
the Commission within 120 days after the end of the fiscal year as required for incorporation by reference.



The
Merger Agreement was announced by the Company on December 11, 2017 and reported on the Company’s Form 8-K Current Report
filed with the Commission on December 12, 2017 (the “Current Report”). Pursuant to the Merger Agreement, the Company
would merge with and into TriCo Bancshares, a California corporation (“TriCo”), with TriCo being the surviving corporation.
A copy of the Merger Agreement (together with certain other information regarding the proposed merger) is set forth in the Current
Report. The merger is expected to close in the second quarter of 2018, pending approvals by the shareholders of each of the Company
and TriCo, the receipt of all necessary regulatory approvals, and the satisfaction of other closing conditions which are customary
for such transactions. TriCo has filed a registration statement on Form S-4 with the SEC containing a joint proxy statement/prospectus
which the Company and TriCo intend to send to their respective shareholders, seeking approvals to consummate the merger.



In addition,
in connection with the filing of this Form 10K/A and pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, we are
including certain currently dated officer certifications.



The
remainder of our Annual Report of Form 10-K for the year ended December 31, 2017, filed with the Commission on March 14, 2018,
remains the same.

2





PART
III



ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



The
Bylaws of the Company provide a procedure for nomination for election of members of the Board of Directors, which procedure is
printed below. Nominations not made in accordance therewith may be disregarded at the Annual Meeting of Shareholders.



Section
7 of the Bylaws of the Company provides for the nomination of directors as follows:



“Nominations
for election to the Board of Directors may be made by the Board of Directors or by any shareholder entitled to vote for the election
of directors. Nominations, other than those made by the Board of Directors, shall be made in writing and shall be delivered or
mailed, with first-class United States mail postage prepaid, to the Secretary not less than 20 days nor more than 50 days prior
to any meeting of shareholders called for the election of directors; provided however, that if less than 25 days notice of the
meeting is given to the shareholders, such nomination shall be mailed or delivered to the Secretary not later than the close of
business on the seventh day following the day on which the notice of the meeting was mailed. Shareholder nominations shall contain
the following information: (a) the name, age, business address and, if known, residence address of each proposed nominee; (b)
the principal occupation or employment of each proposed nominee; (c) the total number of shares of capital stock of the corporation
that are beneficially owned by each proposed nominee and by the nominating shareholder; (d) the name and residence address of
the notifying shareholder; and (e) any other information the corporation must disclose regarding director nominees in the corporation’s
proxy solicitation. Nominations not made in accordance with this Section may be disregarded by the Chairman of the meeting, and
if the Chairman so instructs, the inspectors of election may disregard all votes cast for each nominee.”



See
“Nominating Committee” under “CORPORATE GOVERNANCE – Committees of the Board of Directors” below
for information regarding the evaluation of candidates for election to the Board of Directors.



The
Bylaws of the Company provide that the Board of Directors shall consist of not less than six nor more than eleven directors, the
exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution
of a majority of the shareholders at any annual or special meeting thereof. The authorized number of directors has been fixed
by resolution of the Board of Directors at nine (9). Currently, there are nine (9) members serving on the Board of Directors.
The directors to be elected at the Annual Meeting of Shareholders shall hold office for one year and until their successors are
elected and have qualified. The nominees receiving the highest number of affirmative votes of the shares present in person or
represented by proxy and entitled to vote for them shall be elected as directors. Only votes cast “FOR” a nominee
will be counted in determining whether that nominee has been elected as a director. Broker non-votes will not be included in the
vote total.

3





The
following table sets forth information with respect to beneficial ownership of the Common Stock of the Company by those persons
currently serving as directors, as well as all directors and executive officers of FNB Bancorp and its subsidiary, First National
Bank of Northern California, a national banking association (herein called the “Bank”), as a group. There is no family
relationship between any of the directors and/or executive officers, except that Edward J. Watson is related by marriage to Anthony
J. Clifford.





|                                                                 |  |           |  | Positions Held                                                 |  |                                                                   |  | Shares Beneficially
    Owned as of March 9, 2018 |      
|---------------------------------------------------------------- |  | --------- |  | -------------------------------------------------------------- |  | ----------------------------------------------------------------- |  | ------------------------------------------------- | -----
|Director and/or 
    Executive Officer (1)                       |  | Age       |  | With the Bank 
and Company                                     |  | Director and/or 
    Officer Since                                |  | Sole (2)                                          |      
|Lisa Angelot                                                     |  | 60        |  | Chairwoman of the Board, Director                              |  | 2010 for Bank and Company; 1999 for Bank and 2001 for
    Company |  | 40,259                                            |      
|                                                                 |  |           |  |                                                                |  |                                                                   |  |                                                   |      
|Thomas C. McGraw                                                 |  | 66        |  | Chief Executive Officer, Director                              |  | 1989 for Bank; 2001 for Company                                   |  | 62,298                                            |      
|                                                                 |  |           |  |                                                                |  |                                                                   |  |                                                   |      
|Thomas G. Atwood, D.D.S.                                         |  | 71        |  | Director                                                       |  | 2010 for Bank and Company                                         |  | 848,320                                           |      
|                                                                 |  |           |  |                                                                |  |                                                                   |  |                                                   |      
|Ronald R. Barels, D.D.S.                                         |  | 71        |  | Director                                                       |  | 2009 for Bank and Company                                         |  | 41,383                                            |      
|                                                                 |  |           |  |                                                                |  |                                                                   |  |                                                   |      
|Merrie Turner Lightner                                           |  | 62        |  | Director                                                       |  | 2007 for Bank and Company                                         |  | 15,752                                            |      
|                                                                 |  |           |  |                                                                |  |                                                                   |  |                                                   |      
|Michael Pacelli                                                  |  | 69        |  | Director                                                       |  | 2006 for Bank and Company                                         |  | 19,676                                            |      
|                                                                 |  |           |  |                                                                |  |                                                                   |  |                                                   |      
|Edward J. Watson                                                 |  | 69        |  | Secretary, Director                                            |  | 2011 for Bank and Company; 1996 for Bank; 2001 for Company        |  | 42,004                                            |      
|                                                                 |  |           |  |                                                                |  |                                                                   |  |                                                   |      
|Jim D. Black                                                     |  | 61        |  | President, Director                                            |  | 2002 for Bank and Company                                         |  | 64,537                                            |      
|                                                                 |  |           |  |                                                                |  |                                                                   |  |                                                   |      
|Anthony J. Clifford                                              |  | 55        |  | Executive Vice President and Chief Operating Officer, Director |  | 2002 for Bank and Company                                         |  | 37,453                                            |      
|                                                                 |  |           |  |                                                                |  |                                                                   |  |                                                   |      
|David A. Curtis                                                  |  | 59        |  | Senior Vice President and Chief Financial Officer              |  | 2006 for Bank and Company                                         |  | 1,432                                             |      
|                                                                 |  |           |  |                                                                |  |                                                                   |  |                                                   |      
|Randy R. Brugioni                                                |  | 51        |  | Senior Vice President and Chief Credit Officer                 |  | 2002 for Bank and Company                                         |  | 52,291                                            |      
|All
    directors and executive officers (11 persons) as a group |  | 1,225,405 |  |                                                                |  | 409,957                                                           |  |                                                   | 21.87

| | (1) | This
                                         table is based on information supplied by Directors, Executive Officers, and Principal
                                         Shareholders. Percentages are based upon 7,477,518 shares outstanding as of March 9,
                                         2018 plus the individual person’s exercisable options within 60 days of the same
                                         date.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | The
                                         named persons exercise sole voting and investment power with respect to shares listed
                                         in this column.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The
                                         named persons share voting and investment power with respect to shares listed in this
                                         column.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Includes
                                         1,609 shares held by Ms. Angelot as custodian for Katherine Brandenberger. A total of
                                         687,952 shares are held by The Ricco Lagomarsino Trust, for which Ms. Angelot serves
                                         as one of the co-trustees. Ms. Angelot disclaims beneficial ownership of such shares.
                                         Includes 166 shares held by Ms. Angelot as Custodian for Eric Angelot. Includes 24,499
                                         shares held directly by Ms. Angelot. Includes 15,760 shares of exercisable stock options
                                         under the Company’s various stock option plans.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4





| | (5) | Includes
                                         313,778 shares held by the Thomas C. and Virginia K. McGraw Family Trust for which Mr.
                                         McGraw serves as co-trustee, and 34,360 shares in the name of Thomas C. and Virginia
                                         McGraw, trustees of the Thomas C & Virginia K McGraw Living Trust. Includes 2,325
                                         shares in the name of Thomas C. McGraw. Includes 59,973 shares of exercisable stock options
                                         under the Company’s various stock option plans.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes
                                         529,520 shares held directly by Mr. Atwood. Includes 308,994 shares held in his IRA.account.
                                         Includes 9,806 presently exercisable stock options under the Company’s various
                                         stock option plans.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Includes
                                         27,278 shares held by Dr. Ronald R. Barels, Director. Includes 5,529 shares held in his
                                         IRA account. Includes 8,576 shares of presently exercisable stock options under the Company’s
                                         various stock option plans.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Includes
                                         10,317 shares held by Ms. Merrie Turner Lightner. Includes 2,434 shares held as tenant
                                         in-common with her mother. Includes 5,435 shares of exercisable stock options under the
                                         Company’s various stock option plans.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Includes
                                         11,100 shares held by Mr. Michael Pacelli. Includes 8,576 shares of exercisable stock
                                         options under the Company’s various stock option plans.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | Includes
                                         10,548 shares held by Edward J. and Elizabeth C. Watson, as Trustees for the Watson Family
                                         Trust. Includes 26,250 shares held in Mr. Watson’s IRA account. Includes 1,605
                                         shares of exercisable stock options under the Company’s various stock option plans.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | Includes
                                         64,537 shares held in the name of Jim D. Black. Includes 136 shares held in the name
                                         of Jim and Lisa Black, as joint tenants. Includes 568 shares held in trust for Greg Black,
                                         and includes 130 shares held in trust for Janelle Black. Excludes 35,115 shares held
                                         in the Bank’s Deferred Compensation Trust.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | Includes
                                         33,415 shares held by Anthony J. Clifford. Includes 4,038 shares of exercisable stock
                                         options under the Company’s various stock option plans. Excludes 966 shares held
                                         in the Bank’s Deferred Compensation Trust.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (13) | Includes
                                         72 shares held in the name of David A. and Esther Curtis. Includes 26,628 shares held
                                         by the Curtis Family Trust. Includes 1,432 shares held in David Curtis’s IRA account.
                                         Includes 52 shares held in spouse’s IRA account. Excludes 5,153 shares held in
                                         the Bank’s Deferred Compensation Trust.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (14) | Includes
                                         49,224 shares held by Randy R. Brugioni. Includes 3,067 shares in his IRA account. Includes
                                         15,562 shares in his spouse’s SEP IRA account. Includes 1,914 shares held by Randy
                                         and Bryn Brugioni as community property. Excludes 35,555 shares held in the Bank’s
                                         Deferred Compensation Trust.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5





The following
table sets forth certain information as of the date hereof and includes information for the past five years with respect to each
Director of the Company and the Bank and each executive officer named in the Summary Compensation Table in Item 11 below.



|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Lisa Angelot             | Chairwoman of the Board of Directors of the Company since 2010.
    Director of the Company since 2001. Director of First National Bank since 1999. Property manager for the Lagomarsino Properties
    in Daly City since 1992. Her grandfather was Ricco Lagomarsino, Founding Director and Chairman of First National Bank.                                                                                                                                                                         
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Thomas C. McGraw         | Director of the Company since 2001. Secretary of the Company
    from 2001 until 2011. Chief Executive Officer of the Company and First National Bank since April 1, 2002. Secretary of First
    National Bank from 1989 until 2011. Director of First National Bank since 1989, and President and Chief Operating Officer
    of First National Bank from October 2001 until April 1, 2002. Formerly, self-employed communications consultant in San Mateo
    and Marin Counties, since 1987.       
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Edward J. Watson         | Director of the Company since 2001. Director of First National
    Bank since 1996. Secretary of the Company and First National Bank since 2011. Certified Public Accountant. Attorney at law
    and partner in the law firm of Watson & Machado LLP, formerly known as Dreher, Garfinkle & Watson.                                                                                                                                                                                                   
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Thomas G. Atwood, D.D.S. | Director of the Company and First National Bank since 2010.
    Dr. Atwood previously served on the Bank’s Board of Directors from 1977 through 1996. Dr. Atwood is also President and
    the principal shareholder of Cypress Abbey Company.                                                                                                                                                                                                                                                         
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Ronald R. Barels, D.D.S. | Director of the Company and First National Bank since 2009.
    Dr. Barels is currently owner and manager of Cypress Golf Course in Colma, California. He has a strong background in business
    as a dental practice owner and has served as a Director of the Colma-Daly City Chamber of Commerce and as a Director of the
    San Mateo County Community Colleges Foundation.                                                                                                                      
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Merrie Turner Lightner   | Director of the Company and First National Bank since 2007.
    Vice President and Chief Financial Officer of the Lightner Property Group, Inc., based in San Francisco, since 1984. Ms. Lightner
    is also an attorney at law and a licensed real estate broker since 1981, a former Commission President of the San Francisco
    Rent Stabilization and Arbitration Board from 1997 to 1998. Ms. Lightner has extensive business experience in real estate
    management and development matters.
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|Michael
    Pacelli | Director
    of the Company and First National Bank since 2006. President of Bay Relations, Inc. since 1992. He has been involved in public
    relations and community organizations in San Mateo County and San Francisco for over 25 years.
|------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6





|Jim
    D. Black        | Director
    of the Company and First National Bank since March 2002. President of the Company and First National Bank since April 1, 2002.
    Formerly, Senior Vice President and Senior Lending Officer of First National Bank and an employee since 1981.                                                                                                                                                                                                               
|----------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Anthony
    J. Clifford | Director
    of the Company and First National Bank since March 2002. Executive Vice President and Chief Operating Officer of the Company
    and First National Bank since April 1, 2002. Formerly, Vice President and Branch Administrator of First National Bank since
    1995; Vice President and Branch Manager of First National Bank since 1990; and Assistant Vice President and Branch Manager
    of First National Bank since 1983.                             
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|David
    A. Curtis     | Senior
    Vice President and Chief Financial Officer of the Company and First National Bank since December 2006. Senior Vice President
    and Controller, Capital Corp of the West, Merced, California (the holding company for County Bank), from 1997 to November
    2006. He became a Certified Public Accountant in 1986. He received his MBA from C.S.U. Stanislaus in 2000. He graduated from
    C.S.U. Sacramento with a B.A. in Business Administration in 1982.
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Randy
    R. Brugioni   | Senior
    Vice President and Chief Credit Officer of the Company and First National Bank since 2002. Joined the Bank in 1989 as a management
    trainee and continued in the lending area since 1991, being promoted successively to his current position. He graduated from
    UCLA with a B. A. in Economics in 1989.                                                                                                                                                  



None of the
directors of the Company is a director of any other company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act or any company registered
as an investment company under the Investment Company Act of 1940, whose common stock is registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended.

7





Director
Qualifications and Experience

The
following table identifies the experience, qualifications, attributes and skills of each person serving as a Director. This information
supplements the biographical information provided above. The vertical axis displays the primary factors reviewed by the Nominating
Committee in evaluating a nominee for Director.



|                                                         | Angelot | McGraw | Atwood | Barels | Lightner | Pacelli | Watson | Black | Clifford
|-------------------------------------------------------- | ------- | ------ | ------ | ------ | -------- | ------- | ------ | ----- | --------
|Experience,
    Qualification, Skill or Attribute        |         |        |        |        |          |         |        |       |         
|Professional
    standing in chosen field                | x       | x      | x      | x      | x        | x       | x      | x     | x       
|Experience
    in financial services or related industry |         | x      |        |        |          |         | x      | x     | x       
|Audit Committee
    Financial Expert                     |         |        |        |        |          |         | x      |       |         
|Civic
    and community involvement                      | x       | x      | x      | x      | x        | x       | x      | x     | x       
|Leadership and
    team building skills                  | x       | x      |        |        |          |         |        | x     | x       
|Diversity
    by race, gender or culture                 | x       |        |        |        | x        |         |        |       |         
|Specific
    skills knowledge                            |         |        |        |        |          |         |        |       |         
|-  finance                                               |         | x      |        |        |          |         | x      | x     | x       
|-  healthcare                                            |         |        | x      | x      |          |         |        |       |         
|-  marketing                                             |         | x      |        |        |          | x       |        |       |         
|-  human
    resources                                   | x       | x      | x      | x      | x        | x       | x      | x     | x       



The
Board’s Role in Enterprise Risk Oversight

Our Board
is responsible for overseeing risk management for the Company. Our executive officers are responsible for the day-to-day management
of these risks operating as the Bank Asset Liability Committee (“ALCO”). The Chief Financial Officer, the President,
the Chief Operating Officer, the Chief Lending Officer and the Chief Executive Officer are members of ALCO. On a quarterly basis,
the Company’s Chief Financial Officer provides a comprehensive interest rate risk report to ALCO. The Board also engages
in periodic discussions with all of the executive officers as the Board may deem appropriate related to risk management.

The Board
assumes oversight responsibility for all areas of risk and risk management. The risks and management activities designed to mitigate
those risks are discussed at length at monthly Board meetings. The Board of Directors has appointed a Risk Management/Compliance
Committee which is chaired by Chief Risk/Compliance Officer Madeleine Lindsay, and includes outside directors Chairwoman Lisa
Angelot, Director Ron Barels, Director Merrie Turner Lightner, Chief Executive Officer Thomas McGraw, President Jim Black, Chief
Operating Officer Tony Clifford and Chief Financial Officer Dave Curtis. The Risk Management/Compliance Committee meets quarterly
to monitor areas of risk within the Bank’s operation and the policies and procedures to mitigate these risks. The Compensation
Committee considers risks that may result from our compensation programs. The Loan and Discount Committee focuses on risk related
to credit, and the Audit Committee reviews and approves the annual plans for our external audits, and our internal monitoring
and compliance functions. The Audit Committee also reviews and approves the annual assessment of our enterprise risk and considers
any investigation appropriate to fulfilling its responsibilities and has direct access to all persons in the Company. The Board
also assigns other specific risk-related assessment matters to the Audit Committee from time to time.

8





CORPORATE
GOVERNANCE

The
Directors are elected annually by the shareholders to oversee their interest in the success of the commercial banking business
of the Company and the Bank. The Board of Directors, in turn, selects and oversees the members of senior management who are charged
with conducting the business of the Company and the Bank under applicable standards of safety and soundness.

Ethical
Standards

The
Directors believe that the business of the Company and the Bank should be conducted in accordance with the highest ethical standards
and in compliance with all laws, rules and regulations applicable to the Company and the Bank. In keeping with this belief, the
Board of Directors has adopted a Code of Ethics, which applies to the members of the Board of Directors and all of the officers
and employees of the Company and the Bank. A copy of the Code of Ethics is available to all shareholders on the Company’s
website at: www.fnbnorcal.com under “Investor Relations.”



Committees
of the Board of Directors



During
2017, the Company and First National Bank each had the same Board committees and director-members. Each committee meeting is conducted
on behalf of the Company as well as the Bank, regardless of whether the subject may apply to both or only one entity. The committees
and their members were as follows:

Audit
Committee. The current members are Edward J. Watson, Chair; Thomas G. Atwood, D.D.S. and Merrie Turner Lightner. The members of
the Audit Committee select and oversee the Company’s independent public accountants, analyze the results of internal and
regulatory examinations and monitor the financial and accounting organization, reporting and controls. Each member of the Audit
Committee is “independent” as defined under applicable NASDAQ listing rules. Edward J. Watson has been designated
by the Board of Directors as an “audit committee financial expert” as defined under applicable rules promulgated by
the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002. Reference should be made to Item 14 below in
this report for additional information regarding the functions of the Audit Committee. A copy of the Audit Committee Charter is
available on the Company’s website at www.fnbnorcal.com under “Investor Relations.’

Building
Committee. The current members are: Ronald R. Barels, Chair; Lisa Angelot, Jim D. Black and Anthony J. Clifford.

Risk
Management/Compliance Committee. The current members are: Madeleine Lindsay, Chair; Lisa Angelot, Ronald R. Barels. D.D.S., Merrie
Turner Lightner and executive officers McGraw, Black, Clifford and Curtis.

Loan
and Discount Committee. The current members are Lisa Angelot, Chair; Ronald R. Barels, D.D.S., Jim D. Black, Anthony J. Clifford,
Merrie Turner Lightner, Thomas C. McGraw, and Michael Pacelli. The principal functions of the Loan and Discount Committee are
to oversee loans and investments and the routine operations of First National Bank by delegation from the Board of Directors and
to advise and report to the entire Board of Directors regarding such matters.

9





Nominating
Committee. The current members are the entire nine members of the Board of Directors. In performing the functions of the Company
Nominating Committee, the Board of Directors has responsibility for considering appropriate candidates as directors. The Board
of Directors believes that the participation of the full Board of Directors in considering candidates is efficient in view of
the size of the Board of Directors. Candidates are selected by a majority of directors who are “independent” as defined
under applicable NASDAQ listing rules promulgated by the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act
of 2002, in accordance with a Nominating Committee Charter adopted by a majority of such independent directors. The Nominating
Committee Charter includes a policy for consideration of candidates proposed by shareholders. Any recommendations by shareholders
will be evaluated by the Board of Directors in the same manner as any other recommendation and in each case in accordance with
the Nominating Committee Charter. Shareholders that desire to recommend candidates for consideration by the Company’s Board
of Directors should mail or deliver written recommendations to the Company addressed as follows: Board of Directors, FNB Bancorp,
975 El Camino Real, South San Francisco, CA 94080. Each recommendation should include biographical information indicating the
background and experience of the candidate that qualifies the candidate for consideration as a director for evaluation by the
Board of Directors. In addition to minimum standards of independence for non-employee directors and financial literacy, the Board
of Directors considers various other criteria including the candidate’s experience and expertise, financial resources, ability
to devote the time and effort necessary to fulfill the responsibilities of a director and involvement in community activities
in the market areas served by the Company and First National Bank that may enhance the reputation of the Company and the Bank.
The Company and the Bank operate in a highly regulated industry and are subject to supervision, regulation and periodic examination
by state and federal banking regulatory authorities including the Board of Governors of the Federal Reserve System, the Office
of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Directors of the Company and the Bank are subject
to certain rules and regulations and potential liabilities not otherwise applicable to directors of non-banking organizations.
Consequently, evaluation of candidates by the Company’s Board of Directors may include more extensive inquiries into personal
background information including confirmation of the accuracy and completeness of background information by (a) requiring candidates
to complete questionnaires to elicit information of the type required to be disclosed by the Company in reports filed with the
Securities and Exchange Commission or such federal banking regulatory authorities, (b) conducting background investigations by
qualified independent organizations experienced in conducting criminal and civil investigatory reviews, and (c) such other personal
and financial reviews and analyses as the Board of Directors may deem appropriate in connection with the consideration of candidates.
Shareholders who wish to nominate a candidate for election to the Company’s Board of Directors, as opposed to recommending
a potential nominee for consideration by the Board of Directors, are required to comply with the advance notice and any other
requirements of the Company’s Bylaws, applicable laws and regulations. The Board of Directors may elect to use third parties
in the future to identify or evaluate candidates for consideration by the Board of Directors. A copy of the Nominating Committee
Charter is available on the Company’s website at:www.fnbnorcal.comunder “Investor Relations.”



Compensation
Committee. The current members of the Compensation Committee are Merrie Turner Lightner, Chair, Lisa Angelot and Mike Pacelli.
Each member of the Compensation Committee is “independent” as defined under the applicable NASDAQ listing rules. The
Compensation Committee investigates and advises the Board of Directors as to employee benefit arrangements and conducts executive
searches whenever First National Bank proposes to hire executive personnel. The Compensation Committee also reports to the Board
of Directors with regard to executive compensation, including bonus compensation. Reference should be made to the Compensation
Committee Report set forth below in Item 11 of this report. A copy of the Compensation Committee Charter is available on the Company’s
website at: www.fnbnorcal.comunder “Investor Relations.”

Shareholder
Communications. A majority of the members of the Company’s Board of Directors, each of whom is “independent”
as defined under applicable NASDAQ listing rules has established procedures for receipt and delivery of shareholder communications
addressed to the Board of Directors. Any such shareholder communications, including communications by employees of the Company
solely in their capacity as shareholders, should be mailed or delivered to the Company addressed as follows: Board of Directors,
FNB Bancorp, 975 El Camino Real, South San Francisco, CA 94080.

Membership
and Meetings of the Board of Directors and its Committees

All
members attended at least seventy-five percent (75%) of the meetings of the Board of Directors and their Committees during 2017.
In addition, the Board of Directors held twelve (12) “executive sessions” which only the non-officer directors attended,
each of whom is “independent” as defined under applicable NASDAQ listing rules.

10





The
following table shows the members of the Board of Directors and the committees of the Board of Directors and the number of meetings
held during 2017.





|Name                               | Board  | Audit  | Compensation | Loan
    and Discount | Nominating | Compliance
|---------------------------------- | ------ | ------ | ------------ | --------------------- | ---------- | ----------
|Lisa
    Angelot                   | Chair  |        | Chair        | Chair                 | Member     | Member    
|Thomas
    G. Atwood, D.D.S.       | Member | Member |              | Member                | Member     |           
|Ronald
    R. Barels, D.D.S.       | Member |        | Member       | Member                | Member     | Member    
|Jim
    D. Black                   | Member |        |              | Member                | Member     |           
|Anthony
    J. Clifford            | Member |        |              | Member                | Member     |           
|Merrie
    Turner Lightner         | Member | Member |              | Member                | Member     | Member    
|Thomas
    C. McGraw               | Member |        |              | Member                | Member     |           
|Michael
    Pacelli                | Member |        | Member       | Member                | Member     |           
|Edward
    J. Watson               | Member | Chair  |              |                       | Member     |           
|Bank
    Executive Management Team |        |        |              |                       |            | Member    
|Number
    of 2017 meetings        | 12     | 4      | 6            | 44                    | 1          | 2         
|                                   |        |        |              |                       |            |           

Compensation
of Directors

The
Company became the holding company for the Bank, effective March 15, 2002. No separate fees were paid to the directors of the
Company during 2017 for their attendance at meetings of the Board of Directors or for their attendance at meetings of the committees
of the Board of Directors.

Each
non-officer director of the Bank was paid $48,000 in fees for attending meetings of the Bank Board of Directors during 2017. Each
non-officer director of the Bank is paid $4,000 per month and the aggregate amount of director fees paid by the Bank in 2017 was
$288,000. Independent directors are eligible to participate in the FNB Bancorp 2008 Stock Option Plan as determined by the Board
of Directors.

11





The
following table is a summary of the compensation earned by the non-officer (independent) directors during 2017.

DIRECTOR
COMPENSATION

|                         |  |         |        |  |        |   |   | Change in    |  |   |       | 
|------------------------ |  | ------- | ------ |  | ------ | - | - | ------------ |  | - | ----- | 
|                         |  |         |        |  |        |   |   | Nonqualified |  |   |       | 
|                         |  | Fees    |        |  |        |   |   | Deferred     |  |   |       | 
|                         |  | Earned  |        |  | Option |   |   | Compensation |  |   |       | 
|                         |  | or Paid |        |  | Awards |   |   | Earnings     |  |   |       | 
|Name                     |  | in Cash |        |  | (1)    |   |   | (2)          |  |   | Total | 
|Lisa Angelot             |  | $       | 48,000 |  |        | $ | — |              |  | $ | —     | 
|Thomas G. Atwood, D.D.S. |  | $       | 48,000 |  |        | $ | — |              |  | $ | —     | 
|Ronald R. Barels, D.D.S. |  | $       | 48,000 |  |        | $ | — |              |  | $ | —     | 
|Merrie Turner Lightner   |  | $       | 48,000 |  |        | $ | — |              |  | $ | —     | 
|Michael Pacelli          |  | $       | 48,000 |  |        | $ | — |              |  | $ | —     | 
|Edward J. Watson         |  | $       | 48,000 |  |        | $ | — |              |  | $ | —     | 
|                         |  |         |        |  |        |   |   |              |  |   |       | 

(1)
There were no stock option awards granted during 2017.



(2)
The Company does not make Stock Awards nor does it have a Non-Equity Incentive Compensation Plan for non-officer (independent)
directors. Non-officer directors do not participate in the Company’s Deferred Compensation Plan.

Section
16(a) Beneficial Ownership Reporting Compliance

Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors
and executive officers and any persons who own more than 10% of a registered class of the Company’s equity securities to
file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers, directors and any greater than 10% shareholders
are required by the SEC to furnish the Company with copies of all Section 16(a) forms they file.

On
March 15, 2002, the Company registered its Common Stock under Section 12(g) of the Exchange Act, at which time the Company’s
directors, officers and any person who owned more than 10% of such Common Stock became subject to Section 16(a) of the Exchange
Act. On April 11, 2017, the Company registered its Common Stock under Section 12(b) of the Exchange Act.

To
the Company’s knowledge, based solely on a review of such reports furnished to the Company and written representations that
no other reports were required, during the fiscal year ended December 31, 2017, all Section 16(a) filing requirements applicable
to its officers, directors and any greater than 10% shareholders were complied with on a timely basis.



WEBSITE



FNB
Bancorp and First National Bank of Northern California maintain an Internet website at www.fnbnorcal.com. The Company’s
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are made available free of charge on or
through such website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the
Securities and Exchange Commission. Also made available on or through such website are the Section 16 reports of ownership and
changes in ownership of the Company’s Common Stock which are filed with the Securities and Exchange Commission by the directors
and executive officers of the Company and by any person who owns more than 10 percent of the outstanding shares of Common Stock.

12







CODE OF ETHICS



The
Board of Directors has adopted a “code of ethics” as defined under applicable rules promulgated by the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002. The code of ethics requires that the Company’s directors,
officers (including the principal executive, financial and accounting officers, and the controller and persons performing similar
functions) and employees conduct business in accordance with the highest ethical standards and in compliance with all laws, rules
and regulations applicable to the Company. The code of ethics is intended to supplement the provisions of any other personnel
policies of the Company or codes of conduct which may establish additional standards of ethical behavior applicable to the Company’s
directors, officers and employees. The code of ethics was filed as Exhibit 14.0 to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2003, and a copy of the code of ethics may be obtained through the Company’s website at
www.fnbnorcal.com, under the heading “Investor Relations.”



ITEM
11. EXECUTIVE COMPENSATION

Compensation
Discussion and Analysis

Compensation
Philosophy and Objectives

The
Company’s compensation programs and policies are designed to enhance shareholder value by aligning the financial interests
of the executive officers with those of the shareholders. The Company competes with other financial institutions by seeking to
attract and retain a highly qualified management team, utilizing compensation programs that reward superior performance. The Board
of Directors of the Company believes that its compensation programs should:

·reflect the qualifications, skills, experience and responsibilities of each officer
on the management team;

·serve to attract and retain the most qualified individuals available to the Company
by being competitive with the compensation being paid to persons having similar positions and responsibilities with other financial
institutions in the same or adjoining market areas;

·provide each officer on the management team with incentive and motivation to
achieve his or her personal goals, both short term and long term, set in a manner which is consistent with the overall strategic
goals of the Company, as determined by the Board of Directors; and

·reward those officers whose performance, both individually and as a member of
the management team, is superior.

The
Company was formed in 2001 to become the holding company of the Bank. After approval by the shareholders of the Bank, the holding
company reorganization became effective on March 15, 2002. The compensation paid by the Bank to its executive officers includes
payment for all services rendered by such officers to the Company, including their attendance at meetings of the Board of Directors
and their attendance at meetings of committees of the Board of Directors of the Company. There are no employment contracts between
the Company or the Bank and the executive officers named in the tables below, other than the Salary Continuation Agreements, the
Management Continuity Agreements, the Deferred Compensation Plan and the Company’s stock option plans.



The
compensation of the executive officers of the Bank is reviewed and approved annually by the Board of Directors, including a review
of base salaries and a discretionary bonus plan based on performance objectives. This review by the Board of Directors considers
the recommendations made by the Compensation Committee of the Board of Directors and may include input from knowledgeable sources
outside the Board of Directors. At the Company’s annual meeting of shareholders held on June 15, 2016, the shareholders
approved, on an advisory basis, the compensation paid to the Company’s executive officers. The favorable outcome of that
“Say on Pay” proposal was taken into account by the Board of Directors and the Compensation Committee in determining
the Company’s annual compensation policies and decisions.

13







Three
members of the Company and Bank Board of Directors are also executive officers of the Company and the Bank and all three abstain
from the executive compensation decisions made by the Board of Directors. Thomas C. McGraw is Chief Executive Officer of the Company
and the Bank; Jim D. Black is President of the Company and the Bank; and Anthony J. Clifford is Executive Vice President and Chief
Operating Officer of the Company and the Bank. Messrs. McGraw, Black and Clifford have served in such capacities since April 1,
2002. Mr. McGraw also served as Secretary of the Company (since inception of the corporation in 2001 until 2011) and the Bank
from 1989 to 2011.

Salary,
bonus and perquisite compensation are related to current performance. The long-term components of compensation (equity incentives
in the form of stock options and post-termination benefits) are reviewed by the Board of Directors in the context of the other
compensation provided to executives, but adjustments are not necessarily made each year. The grant of stock options and the award
of post-termination benefits are primarily intended to attract and retain executive officers and other key employees to serve
on the Company’s management team over an extended period of time, and only secondarily to reward current employment.

Stock
Option Plans.Currently, the Company has three stock option plans: the FNB Bancorp Stock Option Plan (formerly the First
National Bank of Northern California 1997 Stock Option Plan), the FNB Bancorp 2002 Stock Option Plan and the FNB Bancorp 2008
Stock Option Plan. No options have been granted under the FNB Bancorp Stock Option Plan since June 22, 2007, and no further options
can be granted under the FNB Bancorp Stock Option Plan. The stated purpose of the FNB Bancorp 2002 Stock Option Plan, as amended
(adopted by the Board of Directors on June 28, 2002 and approved by the shareholders on May 14, 2003) and the FNB Bancorp 2008
Stock Option Plan (adopted by the Board of Directors on February 22, 2008 and approved by the shareholders on May 21, 2008) is
to attract and retain the best available personnel for positions of substantial responsibility and to provide additional incentive
to the key officers of the Company and the Bank by encouraging them to acquire a proprietary interest in the Company and, in general,
to promote the success of the Company’s business. The Board of Directors believes that the grant of stock options is consistent
with the best interests of the shareholders because an officer’s ownership of shares of Company stock will give such officer
a long-term interest in the Company’s overall performance and success. Stock options may be granted to eligible officers
and non-employee directors annually.

FNB
Bancorp Stock Option Plan. The Board of Directors of the Bank adopted the First National Bank of Northern California 1997
Stock Option Plan (the “Bank Stock Option Plan”), which was approved by the shareholders of First National Bank at
the 1997 Annual Meeting, held on October 15, 1997. Pursuant to the holding company reorganization which became effective March
15, 2002, the Bank Stock Option Plan became the FNB Bancorp Stock Option Plan. As of December 31, 2017, no stock option contracts
were outstanding under the FNB Bancorp Stock Option Plan.

FNB
Bancorp 2002 Stock Option Plan.The Board of Directors of the Company adopted the FNB Bancorp 2002 Stock Option Plan (the
“2002 Plan”) on June 28, 2002, which was approved by the shareholders at the 2003 Annual Meeting, held on May 14,
2003. Shares of Common Stock are no longer available for the grant of options pursuant to the 2002 Plan. As of December 31, 2017,
there were no outstanding stock option contracts that were issued and outstanding from the 2002 Plan (as adjusted for the Company’s
2002 through 2017 stock dividends paid).



FNB
Bancorp 2008 Stock Option Plan.The Board of Directors of the Company adopted the FNB Bancorp 2008 Stock Option Plan (the
“2008 Plan”) on February 22, 2008, which was approved by the shareholders at the 2008 Annual Meeting, held on May
21, 2008, with a total of 380,000 shares at the start. An additional 350,000 shares were added to the 2008 Plan in 2015, pursuant
to an amendment adopted by the Board of directors and then approved by the shareholders at the 2015 Annual Meeting. As of December
31, 2017, a total of 345,619 shares of Common Stock remained available for issuance pursuant to the 2008 Plan (after giving effect
to stock dividends through December 31, 2017). The 2008 Plan provides for the grant of incentive stock options (“Incentive
Options”) and non statutory stock options (“Non statutory Options”). The terms and provisions of the Plan are
substantially the same as the FNB Bancorp 2002 Stock Option Plan.

14







As
of December 31, 2017, a total of 455,291 shares of Common Stock were reserved for options previously issued under the 2008 Plan
(as adjusted for the Company’s stock dividends paid in 2008, 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016 and 2017). All
such options granted and currently outstanding under the 2008 Plan are either incentive stock option or nonqualified stock option
contracts. Incentive stock options vest at the rate of 20 percent per year over the period of 5 years from the date of grant and
are exercisable for a period of 10 years from the grant date. Non-employee directors Angelot, Atwood, Barels, Lightner, Pacelli
and Watson have been granted non-qualified stock options which were fully vested on the dates of grant and are exercisable over
a period of 10 years from the grant dates.

Upon
the dissolution, liquidation orsale ofthe Company, ora merger orconsolidation in which the Company
is not the surviving entity, outstanding option contracts which would otherwise terminate in accordance with the 2008 Plan will
become exercisable in full forsuch period as is determined by the Board of Directors of the Company or a Stock Option
Committee appointed by the Board (but in any event not more than 15 days) prior to the consummation ofsuch event. After
the consummation ofsuch an event, all outstanding option contracts will terminate.

FNB
Bancorp Savings Plan. On August 26, 1969, the Bank established The First National Bank Profit Sharing and 401(k) Plan
(the “Plan”) under provisions which allow the Bank to make a contribution on behalf of each eligible employee. The
Plan is now called the “FNB Bancorp Savings Plan.” Each year, the Board of Directors of the Bank decides whether to
make a profit sharing contribution to the Plan, and the amount of that contribution. The Plan is designated as a safe harbor plan,
and the safe harbor contribution to the Plan for 2017 was approximately $346,000. Each participant in the Plan who is employed
on the last day of the Plan year receives a share of that contribution based on the amount of his or her compensation. The accounts
of the participants vest according to a schedule of years of service with the Bank. Mass Mutual acts as Trustee for the Profit
Sharing Plan Trust, and the Trustee invests all the assets of the Plan in four common trust funds maintained by the Trustee. On
January 1, 1998, the Plan was amended to allow any eligible employee to make voluntary contributions to the Plan, and to direct
the investment of such voluntary contributions from a menu of available options. Both the profit sharing provisions and the employee
contribution provisions are elements of the Plan. The profit and safe harbor contributions to the Savings Plan are funded by the
Bank and are approved by the Board of Directors. The employee contribution element of the Plan is funded by the employee. By funding
the safe harbor and the profit sharing element of the Plan and also allowing employees to make their own contributions to the
Plan, the Company believes that all participants are motivated to contribute to the ongoing success of the Bank as measured by
its growth in assets, deposits, loans, capital, earnings and profitability.

Deferred
Compensation Plan. The Bank has established a Deferred Compensation Plan and participation is open to all officers of
the Bank with the title of Vice President or higher, which includes the Named Executive Officers. The funds contributed to the
Plan are those of the individual participants, and represent income earned and/or bonuses granted as an employee of the Bank.
No funds of the Bank may be contributed to the Plan. The Deferred Compensation Plan was amended on July 29, 2016 to eliminate
potential IRS code section 409A tax issues related to disability and change in control payments under the Plan. There were no
changes in Plan Assets or Plan liabilities related to this Plan amendment. Additional information about the Deferred Compensation
Plan is set forth below in this Item 11 and a summary of contributions, earnings and withdrawals in respect of the accounts of
the Named Executive Officers, is set forth in the table named “2017 Nonqualified Deferred Compensation”.



Role
of Management

The
annual compensation recommendations made to the Board of Directors by the Compensation Committee are based on data and information
gathered from sources outside the Company and the Bank and additional input provided to the members of the Compensation Committee
by the executive officers. The executive officers of the Bank during 2017 were: Thomas C. McGraw, Chief Executive Officer; Jim
D. Black, President; Anthony J. Clifford, Executive Vice President and Chief Operating Officer; David A. Curtis, Senior Vice President
and Chief Financial Officer; and Randy R. Brugioni, Senior Vice President and Chief Credit Officer. Input provided to the Compensation
Committee is compiled and coordinated on behalf of all executive officers by an Executive Management Group, composed of Messrs.
McGraw, Black and Clifford, who consult with the other executive officers during this process. As already indicated, Messrs. McGraw,
Black and Clifford are members of the Company and Bank Board of Directors, so they abstain from executive compensation decisions
made by the Board.

15







Compensation
Committee

The
current members of the Compensation Committee of the Board of Directors are Lisa Angelot, Chair, Ron Barels and Mike Pacelli.
Only independent members of the Board of Directors may serve on the Compensation Committee. Each current member of the Compensation
Committee is “independent” as defined under applicable NASDAQ listing rules.

The
Compensation Committee advises the Board of Directors as to all employee benefit arrangements and, based on its investigations
and review, reports to the Board of Directors on its recommendations with regard to executive compensation, including bonus compensation.
The Compensation Committee’s philosophy is that compensation should be designed to reflect the value created for shareholders
while supporting the Bank’s strategic goals. The Compensation Committee reviews the compensation of the executive officers
twice a year to insure that the Bank’s compensation programs are related to long term financial performance and consistent
generally with employers of comparable size in the industry. The Compensation Committee reviews each executive officer’s
total compensation package, including base salary, cash bonus and stock option awards, and qualified and non-qualified retirement
and deferred compensation benefits. The Compensation Committee also meets at least twice throughout the year in order to review
year-to-date financial performance, as compared to budget and as compared to the financial performance of competitors, and generally
to monitor the target total compensation of each executive officer.

The
Compensation Committee utilized independent compensation reports to assist in the analysis of compensation packages. The Compensation
Committee reviewed bank performance, employee performance evaluations, and other compensation information to review and approve
salary and bonus payments during 2017.

The
Compensation Committee operates under a Compensation Committee Charter adopted by the Board of Directors. At least once a year,
the Compensation Committee reviews and assesses the Charter and recommends any proposed changes to the Board of Directors for
approval. A copy of the Compensation Committee Charter is available on the Company’s website at: www.fnbnorcal.comunder
“Investor Relations.”

Compensation
Committee Interlocks and Insider Participation

During
2017, Lisa Angelot, Ron Barels and Mike Pacelli served as members of the Compensation Committee of the Board of Directors. None
of these members is or has been an executive officer or employee of the Company or the Bank, whether during 2017 or at any time
since incorporation of the Company in 2001, and none of them has been a participant in any transaction or would be a participant
to a currently proposed transaction with the Company or the Bank in which such member had or will have a direct or indirect material
interest, except for any loans made by the Bank to such member in the ordinary course of business, made on substantially the same
terms, including interest rates and collateral, as those prevailing at the same time for comparable loans with persons not related
to the Bank, and which loans did not involve more than the normal risk of collectability or present other unfavorable features.
In addition, during 2017, no member of the Compensation Committee or any executive officer of the Company or the Bank served as
a director or member of the compensation committee of any other company. Director Edward J. Watson has served as Secretary of
the Company and the Bank since 2011, which is not an executive officer position.



Components
of Compensation

The
Company’s compensation program consists of five components, namely, (1) base salary; (2) cash bonuses; (3) equity compensation
(stock options); (4) perquisites; and (5) post-employment pay and benefits. These components as a group are intended to compensate
each executive officer fairly for his or her services, and to reward such officer based on the Company’s overall performance
plus his or her individual performance during the year, according to the position held by such officer. In reviewing each officer’s
compensation package, the Compensation Committee considers the mix of total pay, benefits and perquisites, together with the competitive
market for persons having the same or a similar skill-set as possessed by such officer.

16







Base
Salary. Base salary is related to the individual executive officer’s level of responsibility and comparison with comparable
employers in the banking industry. The Board of Directors reviews and sets base salaries annually, taking into consideration the
recommendations of the Chief Executive Officer (for executive officers other than the Chief Executive Officer). In conducting
its review of salaries, the Board of Directors takes into consideration the overall performance of the Bank and the Company.

The
Board of Directors determines the base salary for the Chief Executive Officer by (a) examining the financial performance of the
Bank against its present goals; (b) examining the financial performance of the Bank as compared to the banking industry generally;
(c) evaluating the overall performance of the Chief Executive Officer; and (d) comparing the base salary of the Chief Executive
Officer to that of other chief executive officers in the banking industry in the market area of the Bank.

The
following base salaries were approved for 2017: Mr. McGraw’s salary was increased to $346,965; Mr. Black’s salary
was increased to $335,862; Mr. Clifford’s salary was increased to $321,323; Mr. Curtis’s salary was increased to $278,835;
and Mr. Brugioni’s salary was increased to $256,660. The compensation paid to Messrs. McGraw (CEO), Black (President), Clifford
(COO), Curtis (CFO) and Brugioni (CCO) during 2017 is set forth in the “Summary Compensation Table” below.

Cash
Incentive Compensation. The Bank does not have a formal bonus plan. The Board of Directors, at its discretion, awards annual
bonuses to executive officers and during 2017 awarded bonuses to Messrs. McGraw, Black, Clifford, Curtis and Brugioni (which are
set forth in the “Summary Compensation Table” below). The Board of Directors decides annually whether to make a profit
sharing contribution to the FNB Bancorp Savings Plan, and the amount of that contribution. The executive officers participate
in the Savings Plan and the amounts credited to their respective accounts for 2017 are included in the “Summary Compensation
Table” below. The total contribution to the Savings Plan for 2017 was $346,000.

17





The
following table sets forth certain summary information concerning compensation paid to the Chief Executive Officer, the Chief
Financial Officer and the three next most highly compensated executive officers of the Company (as a group, the “Named Executive
Officers”) during the years ended December 31, 2015, 2016 and 2017:



|SUMMARY
    COMPENSATION TABLE
|------------------------------
|                              
|                              
|Name and                      
|Principal Position            
|(a)                           
|                              
|Thomas C.
    McGraw,         
|Chief Executive Officer       
|                              
|                              
|Jim D. Black,                 
|President                     
|                              
|                              
|Anthony J. Clifford,          
|Executive Vice President,     
|Chief Operating Officer       
|                              
|David A. Curtis,              
|Senior Vice President,        
|Chief Financial Officer       
|                              
|Randy R. Brugioni,            
|Senior Vice President,        
|Chief Credit Officer          

| | (1) | Amounts
                                         shown in column (c) include cash and non-cash compensation earned and received by executive
                                         officers in the years indicated.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Bonuses
                                         in column (d) are included for the years upon which they are based and are payable in
                                         the same year.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Amounts
                                         shown in column (e) for “Option Awards” reflect the grant date fair value
                                         for the year indicated of all outstanding stock option grants to the Named Executive
                                         Officers, computed in accordance with ASU 2016-09. See Notes to the Company’s Consolidated
                                         Financial Statements for the year ended December 31, 2017 for a discussion of the assumptions
                                         related to the calculation of the grant date fair value of stock options.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Amounts
                                         shown in the column (g) for “All Other Compensation” include profit-sharing
                                         contributions to the FNB Bancorp Savings Plan (see “FNB Bancorp Savings Plan”,
                                         earnings related to Salary Continuation Agreements (see “Post-Employment Compensation)
                                         and the use of company-owned automobiles (see “Perquisites”). The Company
                                         does not grant Stock Awards and the Company does not have a Pension Plan ( see additional
                                         discussion in the section entitled “Salary Continuation Agreements” and also
                                         Note 14 in the Company’s 2017 Annual Report).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Equity
Incentive Compensation. At its discretion, the Board of Directors grants stock options to key officers of the Company and
the Bank who are primarily responsible for the growth and management of its business. As of December 31, 2017, a total of 455,291
shares were reserved for options previously granted and currently outstanding under the FNB Bancorp Stock Option Plan (successor
as of March 15, 2002, to the First National Bank of Northern California 1997 Stock Option Plan), the FNB Bancorp 2002 Stock Option
Plan, and the 2008 FNB Bancorp Stock Option Plan. All stock option plans have been approved by the shareholders of the Company.
The number of shares granted to an employee is based on several factors, including employee performance and the value placed on
the expected future performance of the employee, retention of the employee and, in some cases, internal or external pay equity.
The Board of Directors believes that grants of stock options have enhanced and will continue to enhance the Company’s ability
to attract, reward and motivate officers and other key employees.

18







During
2017, there were no stock options granted to the Named Executive Officers.

A
summary of the stock options outstanding and held by the Named Executive Officers as of December 31, 2017 is set forth below in
the table of “Outstanding Equity Awards at Fiscal Year-End 2017” and a summary of the stock options exercised during
2017 is set forth in the table of “Option Exercises During 2017.” The Company does not grant Stock Awards. All share
and earnings per share information has been adjusted to reflect the three for two stock split that occurred in May 2017 and for
the 5% stock dividend paid on December 30, 2016 to shareholders of record on November 30, 2016.



OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END 2017





|Option Awards       | 
|------------------- | 
|Name                | 
|Thomas C. McGraw    | 
|                    | 
|                    | 
|                    | 
|                    | 
|                    | 
|                    | 
|                    | 
|Jim D. Black        | 
|                    | 
|                    | 
|                    | 
|                    | 
|                    | 
|Anthony J. Clifford | 
|                    | 
|                    | 
|                    | 
|                    | 
|                    | 
|David A. Curtis     | 
|                    | 
|                    | 
|                    | 
|                    | 
|                    | 
|Randy R. Brugioni   | 
|                    | 
|                    | 
|                    | 
|                    | 

19







|OPTION EXERCISES DURING
    2017 | 
|-------------------------------- | 
|                                 | 
|Option Awards                    | 
|                                 | 
|                                 | 
|                                 | 
|                                 | 
|Name                             | 
|Jim D. Black                     | 
|Anthony J. Clifford              | 
|David A. Curtis                  | 
|Randy R. Brugioni                | 
|                                 | 

Perquisites.
The Board of Directors believes that offering certain perquisites is important to the operations of the Company and will assist
the Company in its efforts to recruit and retain key employees. Messrs. McGraw, Black and Clifford are provided with the use of
Company-owned automobiles. The aggregate amount of perquisites and other personal benefits or property received by the Named Executive
Officers during 2015, 2016 and 2017 are included under column (g) for “All Other Compensation” in the Summary Compensation
Table located under the heading “Components of Compensation”.

20







Deferred
Compensation Plan. The Company and the Bank do not make contributions to the Deferred Compensation Plans. The individual contributions
made by the Named Executive Officers to the Bank’s Deferred Compensation Plan in 2017 and their account balances at December
31, 2017 are set forth in the following table:

|2017 NONQUALIFIED DEFERRED
    COMPENSATION
|-------------------------------------------
|                                           
|                                           
|                                           
|Name                                       
|Jim D. Black                               
|Anthony J. Clifford                        
|David A. Curtis                            
|Randy R. Brugioni                          
|                                           

Participation
in the Bank’s Deferred Compensation Plan is open to all officers of the Bank. The Deferred Compensation Plan consists of
a Deferred Compensation Trust, dated November 1, 1997, with Mass Mutual serving as the Investment Manager Trustee, and individual
Deferred Compensation Agreements between the Bank and each of the participating officers. The funds contributed to the Plan are
those of the individual participant. No funds of the Bank may be contributed to the Plan. Under the Plan, a participant may elect
to defer the receipt of a portion of his or her cash salary and/or bonus. The Bank maintains a record of the deferred compensation
for each participant, and at the time of distribution, is obligated to effect the distribution as well as collection of any and
all taxes due at such time. Each participant may elect whether he or she will receive distribution of his or her entire account,
subject to applicable tax withholding requirements, upon reaching a specified age, or upon passage of at least five years or upon
termination of employment. In order to discharge its obligations in respect of such deferred compensation, the Bank forwards the
amounts of contributions of the deferred compensation specified by the participants to the Deferred Compensation Trust, which
are then invested in accordance with the instructions of the participants. The principal and any earnings in the Trust are held
separate and apart from other funds of the Bank and are used for the discharge of the Bank’s obligations to the participants.
As of December 31, 2017, the Deferred Compensation Trust held an aggregate of 82,910 shares of Company Common Stock, and held
shares of Company Common Stock for the accounts of Messrs. Black, Clifford, Curtis and Brugioni, representing approximately 1.11%
of the total shares outstanding on such date (consisting of 35,116 shares for Jim D. Black; 966 shares for Anthony J. Clifford;
5,153 shares for David A. Curtis; 35,555 shares for Randy R. Brugioni; and no shares for Thomas C. McGraw).

Post-Employment
Compensation. The Company has no pension or retirement plan but the Bank has previously entered into individual salary continuation
agreements with seven current and former executive officers.



Salary
Continuation Agreements.The Bank entered into Salary Continuation Agreements (the “Agreements”) with Michael
R. Wyman, now deceased (former Chairman of the Board of Directors, in 2009, and former Chief Executive Officer, in 1996), James
B. Ramsey (former Senior Vice President and Chief Financial Officer, in 1998, amended in 2004), Thomas C. McGraw (Chief Executive
Officer, in 2012), Jim D. Black (President, in 2004), Anthony J. Clifford (Executive Vice President and Chief Operating Officer,
in 2004), David A. Curtis (Senior Vice President and Chief Financial Officer, in 2006), and Randy R. Brugioni (Senior Vice President
and Chief Credit Officer, in 2012). The Agreements provide for annual benefits to be paid to Mr. Wyman or his designated beneficiary
of up to $60,000 per year over a period of 15 years; annual benefits to be paid to Mr. Ramsey or his designated beneficiary of
up to $70,000 per year over a period of 20 years; annual benefits to be paid to Mr. McGraw or his designated beneficiary of up
to $50,000 per year over a period of 20 years; annual benefits to be paid to Mr. Black or his designated beneficiary of up to
$122,600 per year over a period of 20 years; annual benefits to be paid to Mr. Clifford or his designated beneficiary of up to
$140,700 per year over a period of 20 years; annual benefits to be paid to Mr. Curtis or his designated beneficiary of up to $170,000
per year over a period of 20 years; and annual benefits to be paid to Mr. Brugioni or his designated beneficiary of up to $125,000
per year over a period of 20 years. Such benefits became effective for Mr. Wyman and Mr. Ramsey upon attaining 66 years of age,
and are effective for each of Messrs. McGraw, Black, Clifford, Curtis and Brugioni upon (i) his death or disability prior to such
time if he is actively employed by First National Bank at the time; (ii) termination of his employment by the Bank without “cause”
(as defined in the Agreements); and (iii) termination or constructive termination of his employment by the Bank. The Bank purchased
life insurance policies on the life of Messrs. Wyman (in 1996), Ramsey (in 2004, in addition to the 1998 policy), McGraw (in 2012),
Black (in 2004), Clifford (in 2004), Curtis (in 2007) and Brugioni (in 2012). The Bank is the sole owner and beneficiary or co-beneficiary
under such life insurance policies, which policies indirectly offset the anticipated costs for certain death, disability and post-employment/retirement
benefits for Messrs. Wyman, McGraw, Ramsey, Black, Clifford, Curtis and Brugioni. The Bank entered into Split-Dollar Agreements
with Messrs. McGraw, Ramsey, Black, Clifford, Curtis and Brugioni, each of which designates the Bank as beneficiary of the insurance
policies after their interests have been paid to their respective designated beneficiaries. The cash surrender value of each insurance
policy, which is expected to increase over the term of the policy, is included among the “other assets” on the consolidated
balance sheet of the Company.

21







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

Consistent
with the Memorandum, on May 27, 2016, the Board of Directors of the Bank adopted resolutions confirming the Bank’s waiver
of certain conditions contained in: (a) the First National Bank of Northern California Salary Continuation Agreement dated September
14, 2004 (amended July 21, 2006 and December 22, 2008) with Jim D. Black, President of the Bank; (b) the First National Bank of
Northern California Salary Continuation Agreement dated September 14, 2004 (amended July 21, 2006 and December 22, 2008) with
Anthony J. Clifford, Executive Vice President and Chief Operating Officer of the Bank; (c) the First National Bank of Northern
California Executive Supplemental Compensation Agreement dated January 2, 2007 (amended December 12, 2008) with David A. Curtis,
Senior Vice President and Chief Financial Officer of the Bank; (d) the First National Bank of Northern California Executive Supplemental
Compensation Agreement dated February 15, 2012 with Randy R. Brugioni, Senior Vice President and Chief Credit Officer of the Bank;
and (e) the First National Bank of Northern California Executive Supplemental Compensation Agreement dated February 15, 2012 with
Thomas C. McGraw, Chief Executive Officer of the Bank. Under each of these existing agreements, the retirement benefits to be
paid to the executive officer (or his designated beneficiary) over a period of 20 years would be effective under certain conditions,
namely, upon (i) his death or disability prior to such time if he is actively employed by the Bank at the time; (ii) termination
of his employment by the Bank without “cause” (as defined in the agreements); and (iii) termination or constructive
termination of his employment by the Bank. If, for any reason, an executive officer had voluntarily terminated employment prior
to December 31 2016, then, under these existing agreements, he would have forfeited the retirement benefit in its entirety. Vesting
Schedules are included in and are an integral part of each agreement. Any voluntary termination of employment prior to December
31, 2016 would have resulted in forfeiture of the retirement benefit.



On
May 27, 2016, as contemplated by the Memorandum, the Board of Directors of the Bank approved, and the Bank signed, a First National
Bank of Northern California Amended and Restated Executive Supplemental Compensation Agreement (“Restated Compensation Agreement”)
with each of the five executive officers, Messrs. McGraw, Black, Clifford, Curtis and Brugioni, to memorialize the above-described
changes agreed to by the Board of Directors of the Bank and the executive officers, relating to retirement and “change in
control.” Each Restated Compensation Agreement updated, amended, restated and replaced the existing Salary Continuation
Agreement or Executive Supplemental Compensation Agreement between the Bank and the executive officer. The Restated Compensation
Agreements changed the initial vesting date for the five executive officers from the attainment of age 65 to a fixed date of January
1, 2017. Benefits under the old and new agreements remained substantially the same, except that benefits under the Restated Compensation
Agreements were scheduled to begin vesting on January 1, 2017 and would continue to increase for another twelve months. The Restated
Compensation Agreements are intended to be “unfunded” for purposes of the Employee Retirement Income Security Act
of 1974, as amended, and not construed to provide income to the participants or their beneficiaries under the Internal Revenue
Code of 1986, as amended, particularly Section 409A of the Code and guidance or regulations issued thereunder, prior to actual
receipt of benefits. For additional information regarding the Restated Compensation Agreements, reference should be made to the
Company’s Current Report on Form 8-K and exhibits thereto (including the Restated Compensation Agreements), as filed with
the Securities and Exchange Commission on May 31, 2016.

22







Also
on May 27, 2016, the Board of Directors of the Bank approved, and the Bank signed, a First National Bank of Northern California
Amended and Restated Split Dollar Life Insurance Agreement (“Restated Split Dollar Agreement”) with each of the five
executive officers, Messrs. McGraw, Black, Clifford, Curtis and Brugioni, to memorialize certain changes agreed to by the Board
of Directors of the Bank and the executive officers relating to a division of the death proceeds of certain life insurance policies
owned by the Bank. Each Restated Split Dollar Agreement updates and replaces the existing Split Dollar Insurance Agreement between
the Bank and the executive officer to insure that, in the event the executive officer were to become deceased prior to the receipt
of all the benefits specified under his Compensation Agreement, the benefit payments under the Compensation Agreement would cease,
and in lieu of any remaining benefits, an insurance benefit equal to the remaining Accrued Liability Balance would be paid to
the estate of the executive officer. The Bank has existing bank-owned life insurance contracts to provide the benefits described
in the Restated Split Dollar Agreements. For additional information regarding the Restated Split Dollar Agreements, reference
should be made to the Company’s Current Report on Form 8-K and exhibits thereto (including the Restated Split Dollar Agreements),
as filed with the Securities and Exchange Commission on May 31, 2016.

Management
Continuity Agreements.On July 20, 2000, the Bank entered into Management Continuity Agreements with Jim D. Black, Charles
R. Key (Senior Vice President and Information Technology Director) and Anthony J. Clifford. Each Agreement provides for the payment
of a severance benefit to the officer upon termination of employment after a “change in control” of the Bank (as defined
in the Management Continuity Agreements). The purpose of the Management Continuity Agreements is to maintain sound and vital management
of the Bank, thereby protecting its best interests, in the event of a proposed change in control of the Bank. The amount of the
benefit payable under each Management Continuity Agreement is two times the “base annual salary” of the relevant officer
for the twelve month period immediately preceding a “change in control.” In addition, if any payment of the benefit
constituted an “excess parachute payment” that is subject to an excise tax imposed by the Internal Revenue Code of
1986, as amended, the Bank would have increased the amounts payable to the extent necessary to place the officer in the same after-tax
position that would have existed had no excise tax been imposed. The Bank could elect to pay benefits in a lump sum payment or
in monthly installments over a period not exceeding two years following the date of termination of employment. Each Management
Continuity Agreement continued for two years from July 20, 2000, and was subject to automatic one year renewals thereafter, unless
the Bank gives written notice of non-renewal. Each Management Continuity Agreement has been renewed annually and was scheduled
to expire on July 20, 2017 (subject to further renewal).



On
May 27, 2016, the Board of Directors of the Bank approved, and the Bank signed, a First National Bank of Northern California Amended
and Restated Management Continuity Agreement (“Restated Continuity Agreement”) with each of Jim D. Black, President
of the Bank, Anthony J. Clifford, Executive Vice President and Chief Operating Officer of the Bank, and Charles R. Key, Senior
Vice President and Information Technology Director of the Bank, to memorialize certain changes agreed to by the Board of Directors
of the Bank and such officers relating to the payment of a severance benefit upon termination of employment after a “change
in control” of the Bank. The Restated Continuity Agreements replaced the existing Management Continuity Agreements and were
designed to insure that in the event of a “change in control” during the term of the Restated Continuity Agreement,
the executive would receive a lump sum benefit equal to two times the executive’s base annual salary for the twelve-month
period ending immediately prior to the change in control event. The superseded Management Continuity Agreements provided for the
payment of a benefits upon a termination of employment after a “change in control” of the Bank. Payment of benefits
under the Restated Continuity Agreements is conditioned on a “change in control” only. Any termination of employment
for any reason prior to a “change in control” would result in automatic termination of the Restated Continuity Agreement
and the loss of any benefit. For additional information regarding the Restated Continuity Agreements, reference should be made
to the Company’s Current Report on Form 8-K and exhibits thereto (including the Restated Continuity Agreements) as filed
with the Securities and Exchange Commission on May 31, 2016.

23







Potential
Payments Upon Termination or Change-in-Control

The
Company (including the Bank) has entered into individual agreements with the Named Executive Officers which provide them with
payments under certain circumstances related to a termination of employment or a change in control of the Company (as such events
are defined in the agreements). The sale, dissolution or liquidation of the Company and a merger or a consolidation in which the
Company is not the surviving or resulting company would be examples of a “change in control.”On December 11, 2017, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”)
with TriCo Bancshares, a California corporation (“TriCo”). The Merger Agreement was announced by the Company on December
11, 2017 and reported on the Company’s Form 8-K Current Report filed with the Commission on December 12, 2017 (the “Current
Report”). Pursuant to the Merger Agreement, the Company would merge with and into TriCo, with TriCo being the surviving
corporation (a “change in control” of the Company). A copy of the Merger Agreement (together with certain other information
regarding the proposed merger) is set forth in the Current Report. The merger is expected to close in the second quarter of 2018,
pending approvals by the shareholders of each of the Company and TriCo, the receipt of all necessary regulatory approvals, and
the satisfaction of other closing conditions which are customary for such transactions. TriCo has filed a registration statement
on Form S-4 with the SEC containing a joint proxy statement/prospectus which the Company and TriCo intend to send to their respective
shareholders, seeking approvals to consummate the merger.



Stock
Option Plans.The Company has three stock option plans: the Bank Stock Option Plan, the 2002 Plan and the 2008 Plan. Information
regarding the stock option contracts outstanding and held by the Named Executive Officers as of December 31, 2017 and the stock
options exercised by the Named Executive Officers during 2017 is set forth above in this Item 11. If a Named Executive Officer
ceases to be employed by the Company (or the Bank) for any reason other than cause, disability or death, he would be allowed three
months after the date of termination within which to exercise his stock options (to the extent they are vested); if termination
of employment is for cause, the Named Executive Officer is allowed thirty days to exercise his stock options, and in the case
of death or disability, the estate of the Named Executive Officer can exercise his stock options within the following twelve months.
Upon a change of control, all outstanding unexercised stock options would become exercisable in full (accelerated vesting) in
accordance with the applicable provisions of the three plans.



Under
the terms of the Merger Agreement, the Board of Directors of the Company will approve acceleration of the vesting of all outstanding
stock options held by directors, officers and employees of the Company and the Bank immediately prior to the merger, and each
outstanding and unexercised stock option will be canceled in exchange for a cash payment equal to the number of shares of common
stock of the Company subject to such option multiplied by the amount, if positive, by which the of the merger exchange ratio multiplied
by the average closing price of TriCo common stock exceeds the per share exercise price under such option. The following table
discloses the number of Company shares included in stock option contracts held by each of the Company’s executive officers,
and their vesting status, as of December 11, 2017, including the number of unvested options that would accelerate and vest in
connection with the consummation of the merger and the value of the cash payment each executive officer would receive as the result
of the cancellation of such options, assuming the value of a share of TriCo common stock is $41.64, which was the closing price
of TriCo common stock on December 8, 2017, the last trading day prior to the announcement of the merger on December 11, 2017.

24











|                    |  | Number of  |        |  |          |   |           | Number of  |  |  |          | 
|------------------- |  | ---------- | ------ |  | -------- | - | --------- | ---------- |  |  | -------- | 
|                    |  | Shares     |        |  | Cash-Out |   |           | Shares     |  |  | Cash-Out | 
|                    |  | Subject to |        |  | Value of |   |           | Subject to |  |  | Value of | 
|                    |  | Vested     |        |  | Vested   |   |           | Unvested   |  |  | Unvested | 
|Named Executive     |  | Options    |        |  | Options  |   |           | Options    |  |  | Options  | 
|Officers            |  | (#)        |        |  | ($)      |   |           | (#)        |  |  | ($)      | 
|Thomas C. McGraw    |  |            | 59,973 |  |          | $ | 1,691,438 |            |  |  | —        | 
|Jim D. Black        |  |            | 7,195  |  |          |   | 158,500   |            |  |  | 21,287   | 
|Anthony J. Clifford |  |            | —      |  |          |   | —         |            |  |  | 21,287   | 
|David A. Curtis     |  |            | —      |  |          |   | —         |            |  |  | 15,741   | 
|Randy R. Brugioni   |  |            | 13,174 |  |          |   | 339,888   |            |  |  | 14,716   | 
|                    |  |            |        |  |          |   |           |            |  |  |          | 



Deferred
Compensation Plan. The Bank has established a Deferred Compensation Plan and participation is open to officers of the Bank
including the Named Executive Officers. The funds contributed to the Deferred Compensation Plan are those of the individual participants
and represent income earned and/or bonuses granted as an employee of the Bank. No funds of the Bank are contributed to the Deferred
Compensation Plan. Additional information regarding the Deferred Compensation Plan is set forth in the Components of Compensation,
Deferred Compensation Plan, section of this Proxy Statement. Each participant may elect whether he or she will receive distribution
of his or her entire account, subject to applicable tax withholding requirements, upon reaching a specified age, or upon passage
of at least five years or upon termination of employment. As of December 31, 2017, an aggregate of 47,940 shares of Company common
stock were held in the Deferred Compensation Trust. The following table shows, for each Named Executive Officer who was a participant
in the Deferred Compensation Trust on December 31, 2017, based on the closing market price of the Company’s common stock
held on that date of $36.49 per share, (a) the number of shares of Company common stock held for the account of such officer,
and (b) the market price per share as of December 31, 2017 multiplied by the number of shares held in the Plan.



|                    |  |             |        |  | Cash       | 
|------------------- |  | ----------- | ------ |  | ---------- | 
|                    |  | Number of   |        |  | Value of   | 
|Named Executive     |  | Shares Held |        |  | Shares ($) | 
|Officers            |  | in Plan     |        |  | 12/31/2017 | 
|Jim D. Black        |  |             | 35,115 |  |            | 
|Anthony J. Clifford |  |             | 966    |  |            | 
|David A. Curtis     |  |             | 5,153  |  |            | 
|Randy R. Brugioni   |  |             | 35,555 |  |            | 
|                    |  |             |        |  |            | 

Restated
Compensation Agreements.The Bank has entered into Amended and Restated Executive Supplemental Compensation Agreements with
the Named Executive Officers which provide for annual benefits to be paid to each officer or his designated beneficiary in such
amounts and for such numbers of years as specified in the individual agreements. Additional information regarding the Amended
and Restated Executive Supplemental Compensation Agreements is set forth in the Components of Compensation, Salary Continuation
Agreement section of this report. The benefits become payable upon the Executive’s separation from service, subject to the
terms of such agreements. The following table shows, for each Named Executive Officer, the value of payments which would be due
to the Named Executive Officers under their Amended and Restated Executive Supplemental Compensation Agreements as of December
31, 2017. This information is for illustrative purposes only.

25









|                    |  | Value of     |          
|------------------- |  | ------------ | ---------
|                    |  | Restated     |          
|                    |  | Compensation |          
|                    |  | Agreement    |          
|Named Executive     |  | Payments     |          
|Officers            |  | ($)(1)       |          
|Thomas C. McGraw    |  | $            | 593,472  
|Jim D. Black        |  |              | 1,455,193
|Anthony J. Clifford |  |              | 1,670,029
|David A. Curtis     |  |              | 2,017,804
|Randy R. Brugioni   |  |              | 1,483,679



| | (1) | Represents
                                         the accumulated benefit obligation as of December 31, 2017
| | --- | --------------------------------------------------------------------------------------------------------------

The
Company has purchased life insurance policies in order to provide for payment of its obligations under the Amended and Restated
Executive Supplemental Compensation Agreements. The Named Executive Officers have no rights under the agreements beyond those
of a general creditor, except that the Company has entered into a Split-Dollar Agreements with each of the Named Executive Officers
in connection with the life insurance policies obtained on their lives, each of which designates the Bank as beneficiary of the
insurance policies after their interests have been paid to their respective designated beneficiaries.



Amended
and Restated Management Continuity Agreements.The Bank has entered into Amended and Restated Management Continuity Agreements
with two of the Named Executive Officers (Jim D. Black and Anthony J. Clifford) and with Charles R. Key which provide for the
payment of a severance benefit upon termination of employment after a change in control of the Bank (as defined in the agreements).
Additional information regarding the Amended and Restated Management Continuity Agreements is set forth above in the Components
of Compensation, Management Continuity Agreements section of this report.

The
following table shows, for each of Messrs. Black, Clifford and Key, the payments which would have been payable to each of them
under his Amended and Restated Management Continuity Agreement as of December 31, 2017.



|                        |  | Value of   |        
|----------------------- |  | ---------- | -------
|                        |  | Restated   |        
|                        |  | Management |        
|                        |  | Continuity |        
|                        |  | Agreement  |        
|                        |  | Payments   |        
|Named Executive Officer |  | ($)        |        
|Jim D. Black            |  | $          | 671,724
|Anthony J. Clifford     |  |            | 642,646
|Charles Key             |  |            | 417,737



Review
of Risk Associated With Compensation Plans

The
compensation plans described in this Compensation Discussion and Analysis are reviewed and evaluated by the Compensation Committee
and the Board of Directors at least annually. As part of that review, various criteria related to financial performance, credit
risk, operational risk, liquidity risk, capital risk and interest rate risk are considered.

26







In
addition, although there is no formal cash bonus plan, the Board of Directors may, at its discretion, award annual cash bonuses
to executive officers. The members of the Compensation Committee are well aware of the financial performance of the Company and
the Bank when considering whether to recommend the payment of a cash bonus to any executive officer.

For
2017, the Compensation Committee met with the senior officers of the Company and reviewed the compensation plans and concluded
that, based on the controls and procedures described in this Compensation Discussion and Analysis and elsewhere in this report,
the compensation plans do not present risks that are reasonably likely to have a material adverse effect on the Company.

Compensation
Committee Report

The
members of the Compensation Committee have reviewed and discussed the foregoing Compensation Discussion and Analysis with management
and, based on such review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in the Form 10-K/A for the year ended December 31, 2017.

The
Compensation Committee certifies that:

| | (1) | It has reviewed with
    senior risk officers the senior executive officer compensation plans and has made all reasonable efforts to ensure that these
    plans do not encourage senior executive officers to take unnecessary and excessive risks that threaten the value of FNB Bancorp;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | It
    has reviewed with senior risk officers the employee compensation plans and has made all reasonable efforts to limit any unnecessary
    risks these plans pose to the FNB Bancorp; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | It
    has reviewed the employee compensation plans to eliminate any features of these plans that would encourage the manipulation
    of reported earnings of FNB Bancorp to enhance the compensation of any employee.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Respectfully
submitted by the members of the Compensation Committee,



Lisa
Angelot, Chair
Ron Barels
Mike Pacelli



ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Reference
should be made to Item 10 of this report for information regarding the number of shares of Common Stock of the Company owned by
each person currently serving as a director and/or executive officer of the Company and/or the Bank, as well as all directors
and executive officers of the Company and the Bank as a group.

27







As
of March 9, 2018, no person known to the Company owned beneficially more than five percent (5%) of the outstanding shares of the
Company’s Common Stock, except as indicated in the chart below:



|                                |  | Amount and     |     |                   |      
|------------------------------- |  | -------------- | --- | ----------------- | -----
|                                |  | Nature of      |     |                   |      
|                                |  | Beneficial     |     | Percentage of     |      
|Name
    and Address            |  | Ownership      |     | Ownership
    (1) |      
|                                |  |                |     |                   |      
|Chicago Capital Management, LLC |  |                |     |                   |      
|311 South Wacker Drive          |  |                |     |                   |      
|Suite 6025                      |  |                |     |                   |      
|Chicago, IL  60606              |  | 374,076 shares | (2) |                   | 5.00 
|                                |  |                |     |                   |      
|Thomas G. Atwood, D.D.S.        |  |                |     |                   |      
|P.O. Box 890                    |  |                |     |                   |      
|Kenwood, CA  95452              |  | 848,320 shares | (3) |                   | 11.34
|                                |  |                |     |                   |      
|The Ricco Lagomarsino Trust     |  |                |     |                   |      
|26 Hillcrest Drive              |  |                |     |                   |      
|Daly City, CA 94014             |  | 687,952 shares | (4) |                   | 9.20 
|                                |  |                |     |                   |      
|Thomas C. McGraw                |  |                |     |                   |      
|975 El Camino Real              |  |                |     |                   |      
|South San Francisco, CA  94080  |  | 410,436 shares | (5) |                   | 5.49 



| | (1) | Based
                                         upon 7,477,518 shares outstanding on March 9, 2018.  Includes shares of common
                                         stock that the indicated shareholders have the right to acquire within 60 days.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Information
                                         is based on a Schedule 13G filed on February 21, 2018 by Chicago Capital Management,
                                         LLC and Steven R. Gerbel.  Mr. Gerbel owns no shares directly but beneficially
                                         owned 374,076 shares in his capacity as the managing member of Chicago Capital Management,
                                         LLC, which is the general partner and investment manager of Chicago Capital Management,
                                         L.P., and as manager of other accounts.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Dr.
                                         Atwood is a Director of the Company. Please see the stock ownership table of Executive
                                         Officers and the Board of Directors in Item 10 of this report.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Lisa
                                         Angelot is a Director and Chairwoman of the Board of Directors of the Company and a co-trustee
                                         of the Trust and she disclaims beneficial ownership of these shares. Please see the stock
                                         ownership table of Executive Officers and the Board of Directors in Item 10 of this report.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Mr.
                                         McGraw is Chief Executive Officer and a Director of the Company. Please see the stock
                                         ownership table of Executive Officers and the Board of Directors in Item 10 of this report.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



EQUITY
COMPENSATION PLAN INFORMATION



The
chart below lists information regarding Common Stock issuable upon the exercise of stock options, the weighted average exercise
price of those options and the number of shares available for issuance under the FNB Bancorp 2002 Stock Option Plan and the FNB
Bancorp 2008 Stock Option Plan as of December 31, 2017. The Company has no other equity compensation plan and there are no warrants
or rights outstanding that would result in the issuance of shares of the Company’s Common Stock.



|                                                               |  | Number of securities |         |  |                      |   |       | Number of securities remaining  | 
|-------------------------------------------------------------- |  | -------------------- | ------- |  | -------------------- | - | ----- | ------------------------------- | 
|                                                               |  | to be issued upon    |         |  | Weighted-average     |   |       | available for future issuance   | 
|                                                               |  | exercise of          |         |  | exercise price of    |   |       | under equity compensation plans | 
|                                                               |  | outstanding options, |         |  | outstanding options, |   |       | (excluding securities reflected | 
|                                                               |  | warrants and rights  |         |  | warrants and rights  |   |       | in column (a))                  | 
|Plan Category                                                  |  | (a)                  |         |  | (b)                  |   |       | (c)                             | 
|Equity compensation plans approved by security holders         |  |                      | 455,291 |  |                      | $ | 15.14 |                                 | 
|Equity compensation plans not approved
    by security holders |  |                      | —       |  |                      |   | —     |                                 | 
|Total                                                          |  |                      | 455,291 |  |                      | $ | 15.14 |                                 | 

28





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Director
Independence

The
Board of Directors of the Company has evaluated the independence of each of the members of the Board of Directors in accordance
with applicable laws and regulations, including the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations
of the Securities and Exchange Commission. For purposes of evaluating the independence of each member of the Board of Directors,
the Board of Directors has adopted the definitions of director independence specified in the NASDAQ listing rules. The Common
Stock of the Company is listed with the NASDAQ Stock Market LLC and has been traded on The NASDAQ Global Select Market since April
13, 2017.

The
Board of Directors has determined that a majority of the Board of Directors is comprised of “Independent Directors”
within the requirements of the foregoing laws, rules and regulations and NASDAQ listing standards. The Board of Directors has
further determined that Directors Thomas C. McGraw, Jim D. Black and Anthony J. Clifford, who are employed as the Chief Executive
Officer, the President and the Executive Vice President and Chief Operating Officer, respectively, of the Company and the Bank,
are not “Independent Directors.”

Transactions
With Related Parties

The
Company has a policy that it does not enter into any transactions with related persons as referenced under Item 404 of Regulation
S-K with the exception of loans made by First National Bank of Northern California (see “Indebtedness of Management,”
below). Loans were made, in the ordinary course of business and on substantially the same terms, including interest rate and collateral,
as those prevailing at the time for comparable loans with persons not related to the lender.

There
have been no other transactions, or series of similar transactions, during 2017, or any currently proposed transaction, or series
of similar transactions, to which the Company or the Bank was or is to be a party, in which the amount involved exceeded or will
exceed $120,000 and in which any director, director-nominee or executive officer of the Company or Bank, or any shareholder owning
of record or beneficially 5% or more of FNB Bancorp common stock, or any member of the immediate family of any of the foregoing
persons, had, or will have, a direct or indirect material interest.

Indebtedness
of Management

Through
its banking subsidiary, First National Bank of Northern California, the Company has had, and expects in the future to have banking
transactions, including loans and other extensions of credit, in the ordinary course of its business with many of the Company’s
directors and officers and their associates, including transactions with corporations of which such persons are directors, officers
or controlling shareholders, on substantially the same terms (including interest rates and collateral) as those prevailing for
comparable transactions with others. Management believes that in 2017 such transactions comprising loans did not involve more
than the normal risk of collectability or present other unfavorable features. Loans to executive officers of First National Bank
of Northern California are subject to limitations as to amount and purposes prescribed in part by the Federal Reserve Act, as
amended, and the regulations of the Office of the Comptroller of the Currency.

29





ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The
firm of Moss Adams LLP, which served the Company as independent auditors for the 2017 fiscal year, has been recommended by the
Audit Committee of the Board of Directors of the Company to serve as independent auditors for the 2018 fiscal year, and the Board
of Directors has approved the Audit Committee recommendation.

During
the two fiscal years of the Company ended December 31, 2017, and during the subsequent interim period to the present, neither
the Company nor the Bank consulted with Moss Adams LLP regarding (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company,
or (ii) any matter that was either the subject of a disagreement or a reportable event under the rules of the Securities and Exchange
Commission.

Audit
Fees

The
aggregate fees billed by Moss Adams LLP to the Company for professional services rendered for the integrated audit of the consolidated
financial statements of the Company for the fiscal year ended December 31, 2017, and for the review of the financial statements
included in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and
September 30, 2017, were $250,000.

All
Other Fees

Moss
Adams LLP billed $10,000 to the Company for the audit of the FNB Bancorp Savings Plan during the fiscal year ended December 31,
2017. They also billed $35,500 in conjunction with the preparation of the joint S-4 registration statement filed by TriCo Bancshares
and $7,500 related to the Browning Way OREO property sold by the Bank during the first quarter of 2018.

Audit
Committee

The
Audit Committee of the Board of Directors of the Company has approved each professional service rendered by Moss Adams LLP during
the fiscal year 2017, and the Audit Committee has considered whether the provision of non-audit services would be compatible with
maintaining the independence of Moss Adams LLP.

The
Audit Committee consists of the following members of the Company’s Board of Directors: Edward J. Watson (Chairman), Thomas
G. Atwood, D.D.S. and Merrie Turner Lightner. Each of the current members of the Audit Committee is “independent”
as defined under applicable NASDAQ listing rules.



Management
is responsible for the Company’s internal controls and the financial reporting process. The independent accountants are
responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally
accepted accounting principles and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee
these processes.

The
Audit Committee’s responsibilities include assisting the Board of Directors in fulfilling its responsibility for oversight
of the quality and integrity of the accounting, auditing, internal control and financial reporting practices of the Company. The
Committee’s primary responsibilities are to: (1) serve as an independent and objective party to monitor the Company’s
financial reporting process and internal control system; (2) review and evaluate the audit efforts of the Company’s independent
accountants and the outsource internal audit firm; (3) evaluate the Company’s quarterly financial performance as well as
its compliance with laws and regulations; (4) oversee management’s establishment and enforcement of financial policies and
business practices; and (5) facilitate communication among the independent accountants, financial and senior management, counsel,
the outsource internal audit firm and the Board of Directors.

30







The
Audit Committee has received the written disclosures and the letter from the independent accountant required by applicable requirements
of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee
concerning independence, and has discussed with the independent accountant the independent accountant’s independence; and
discussed the audited financial statements of the Company for the fiscal year ended December 31, 2017, with the Company’s
management. The Committee has discussed with Moss Adams LLP, the Company’s independent auditors, the matters required to
be discussed by Auditing Standard (AS) No. (1301) (Communication with Audit Committees) as may be modified or supplemental. The
Committee has also received the written disclosures and the letter from Moss Adams LLP required by applicable requirements of
the Public Company Accounting Oversight Board regarding the communications of Moss Adams LLP with the Audit Committee concerning
independence and the Audit Committee has discussed the independence of Moss Adams LLP with that firm.



PART
IV

ITEM
15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES

| | (3) | Exhibits.
| | --- | ---------



|Exhibit
    Number |  | Document
    Description                  
|------------------ |  | ------------------------------------------
|                   |  |                                           
|31.1               |  | Rule 13a-14(a)/15d-14(a)
    Certification
|                   |  | (principal executive
    officer)         
|                   |  |                                           
|31.2               |  | Rule 13a-14(a)/15d-14(a)
    Certification
|                   |  | (principal financial
    officer)         
|                   |  |                                           
|32                 |  | Section 1350 Certifications               

31





SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

|                      |             |                                                         
|--------------------- | ----------- | --------------------------------------------------------
|                      | FNB BANCORP
|                      |             |                                                         
|Dated: April 20, 2018 | By:         | /s/
    Thomas C. McGraw                                
|                      |             | Thomas C. McGraw                                        
|                      |             | Chief Executive Officer                                 
|                      |             | (Principal Executive Officer)                           
|                      |             |                                                         
|                      |             |                                                         
|                      | By:         | /s/
    David A. Curtis                                 
|                      |             | David A. Curtis                                         
|                      |             | Senior Vice President                                   
|                      |             | Chief Financial Officer                                 
|                      |             | (Principal Financial Officer and
    Accounting Officer)

32