Exhibit 10.3


 







FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 



  


FIRST
NATIONAL BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 


Effective
this 1st day of January 2016 (“Effective Date”), this agreement AMENDS AND RESTATES the EXECUTIVE SUPPLEMENTAL
COMPENSATION AGREEMENT (“Agreement”), which was originally entered into effective January 1, 2007, and
subsequently amended on December 12, 2008, between FIRST NATIONAL BANK OF NORTHERN CALIFORNIA (“Bank”), a
national bank located in South San Francisco, California, and organized under the laws of the United States, and ANTHONY J.
CLIFFORD (“Executive”), a member of a select group of management and highly compensated employees of the Bank.
The purpose of this amended and restated Agreement is to memorialize certain changes agreed to by the Board and the Executive
relating to retirement and change in control. 


 


It
is intended that the Agreement be “unfunded” for purposes of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”) and not be construed to provide income to the participant or beneficiary under the Internal Revenue
Code of 1986, as amended (the “Code”), particularly Section 409A of the Code and guidance or regulations issued thereunder,
prior to actual receipt of benefits.


 


Article
1


Definitions
and Construction


 


Where
the following words and phrases appear in the Agreement, they shall have the respective meanings set forth below, unless their
context clearly indicates to the contrary:


 


		1.1	“Accrued
                                         Liability Balance” shall mean the amount accrued by the Bank to fund the future
                                         benefit expense associated with this Agreement, using the annual plan discount rate which
                                         is defined as the discount rate set forth on Schedule A hereto. 



 


		1.2	“Beneficiary”
                                         shall mean the designated person(s), or the estate of the deceased Executive, entitled
                                         to benefits, if any, upon Executive’s death, as described under Article 4. Such
                                         Beneficiary shall be designated on the Beneficiary Designation Form attached hereto,
                                         and shall be signed and delivered to the Plan Administrator from time to time, as required.



 


		1.3	“Board”
shall mean the Board of Directors of the Bank.



 


		1.4	“Change
                                         in Control” shall mean a change in ownership or control of the Bank as defined
                                         in Treasury Regulation §1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.



 


		1.5	“Code”
shall mean the United States Internal Revenue Code of 1986, as amended.



 


		1.6	“Disability”
                                         shall mean Executive: (i) is unable to engage in any substantial gainful activity by
                                         reason of any medically determinable physical or mental impairment which can be expected
                                         to result in death or can be expected to last for a continuous period of not less than
                                         12 months; or (ii) is, by reason of any medically determinable physical or mental impairment
                                         which can be expected to result in death or can be expected to last for a continuous
                                         period of not less than 12 months, receiving income replacement benefits for a period
                                         of not less than 3 months under an accident and health plan covering employees of the
                                         Bank. Medical determination of Disability may be made by either the Social Security Administration
                                         or by the provider of an accident or health plan covering employees of the Bank, provided
                                         that the definition of Disability applied under such Disability insurance program complies
                                         with the requirements of Section 409A. Upon the request
of the Plan Administrator, the Executive must submit proof to the Plan Administrator of Social Security Administration’s
or the provider’s determination.







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FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 



 


		1.7	“Early
                                         Involuntary Termination” shall mean that the Bank terminates Executive’s
                                         employment, in writing at any time, and such termination is not due to Disability, a
                                         Termination for Cause, or an approved leave of absence. For purposes of this Agreement,
                                         a Termination for “Good Reason” shall be treated as an Early Involuntary
                                         Termination.



 


		1.8	“Early
                                         Voluntary Termination” shall mean that Executive terminates employment with the
                                         Bank before January 1, 2017, and such termination is not due to death, Disability, a
                                         Termination for Good Reason, or following a Change in Control.



 


		1.9	“Effective
Date” shall mean January 1, 2016.



 


		1.10	“Normal
                                         Retirement Date” shall mean the date on which Executive has a Separation from Service
                                         for any reason (except for “Cause”) from the Bank on or after January 1,
                                         2017.



 


		1.11	“Plan
Administrator” shall mean the plan administrator described in Article 6.



 


		1.12	“Plan
                                         Year” shall mean each twelve-month period commencing on January 1 and ending on
                                         December 31 of each year. The initial Plan Year shall commence on the Effective Date
                                         of this Plan and end on the following December 31.



 


		1.13	“Separation
                                         from Service” shall mean Executive’s employment with Bank has terminated
                                         and the Executive is not performing significant services for the Bank. At all times,
                                         this definition of Separation from Service shall be applied consistent with Section 409A
                                         of the Internal Revenue Code. For purposes of this Agreement, whether a termination of
                                         employment or service has occurred is determined based on whether the facts and circumstances
                                         indicate that the Bank and Executive reasonably anticipated that no further services
                                         would be performed after a certain date or that the level of bona fide services the Executive
                                         would perform after such date (whether as an Executive or as an independent contractor)
                                         would permanently decrease to no more than twenty percent (20%) of the average level
                                         of bona fide services performed (whether as an Executive or an independent contractor)
                                         over the immediately preceding thirty-six (36) month period (or the full period of services
                                         to the Bank if the Executive has been providing services to the Bank less than 36 months).
                                         Facts and circumstances to be considered in making this determination include, but are
                                         not limited to, whether the Executive continues to be treated as an Executive for other
                                         purposes (such as continuation of salary and participation in Executive benefit programs),
                                         whether similarly situated service providers have been treated consistently, and whether
                                         the Executive is permitted, and realistically available, to perform services for other
                                         service recipients in the same line of business. An Executive will be presumed not to
                                         have separated from service where the level of bona fide services performed continues
                                         at a level that is fifty percent (50%) or more of the average level of service performed
                                         by the Executive during the immediately preceding thirty-six (36) month period.



 



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FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 



  


		1.14	“Termination
for Cause” has that meaning set forth in Article 5.



 


		1.15	“Termination
                                         for Good Reason” shall mean, without the Executive’s express written consent,
                                         the occurrence of any one or more of the following conditions that results in a material
                                         negative change in the employment relationship between the Bank and the Executive, and
                                         shall require an actual Separation from Service by the Executive within the two-year
                                         period following the initial occurrence of one or more of these conditions. In order
                                         for a Separation from Service to qualify as a Termination for Good Reason, Executive
                                         must give notice to the Bank within 90 days after the condition providing a basis for
                                         a good-reason condition first exists, and Executive must give the Bank 30 days from receipt
                                         of notice to cure the condition. The qualifying conditions are as follows:



 


		(a)	A
                                         material reduction in the Executive’s Base Salary;



 


		(b)	Failing
                                         to maintain Executive’s amount of benefits under or relative level of participation
                                         in the Bank’s employee benefit or retirement plans, policies, practices, or arrangements
                                         in which the Executive participates as of the Effective Date of this Agreement, including
                                         any perquisite program; provided, however, that any such change that applies consistently
                                         to all executive officers of the Bank or is required by applicable law shall not be deemed
                                         to constitute Good Reason;



 


		(c)	Failing
                                         to require any Successor Company to assume and agree to perform the Bank’s obligations
                                         hereunder;



 


		(d)	The
                                         occurrence of any one or more of the following events on or after the announcement of
                                         the transaction which leads to a Change of Control and up to twenty–four (24) calendar
                                         months following the effective date of a Change in Control:



 


		(1)	Requiring
                                         Executive to be based at a location that requires the Executive to travel at least an
                                         additional thirty-five (35) miles per day;



 


		(2)	Requiring
                                         Executive to report to a position which is at a lower level than the highest level to
                                         which Executive reported within the six (6) months prior to the Change in Control;



 


		(3)	A
                                         material change to or reduction in Executive’s duties, position or responsibilities;
                                         provided that for the purposes of delivery of notice under Section 1.15, a material change
                                         or reduction that occurs incrementally over a period of time (not to exceed twelve (12)
                                         months) shall be deemed to have occurred when such change or reduction, in the aggregate,
                                         becomes material.



 



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FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 



  


Article
2


Distributions
During Lifetime


 


		2.1	Normal
                                         Retirement Benefit. Upon Executive’s Normal Retirement Date while in the active
                                         service of the Bank, the Bank shall distribute to the Executive the benefit described
                                         in this Section 2.1 in lieu of any other benefit under this Article.



 


		2.1.1	Amount
                                         of Benefit. The benefit under this Section 2.1 is the Accrued Liability Balance,
                                         calculated as of the last day of the month preceding the date of Separation from Service,
                                         as shown on the attached Schedule A. This benefit is determined by calculating a twenty-year
                                         fixed annuity from said Accrued Liability Balance, crediting interest on the unpaid balance
                                         at the annual plan discount rate, compounded monthly, and paid out according to Section
                                         2.1.2 herein.



 


		2.1.2	Form
                                         and Timing of Benefit. Subject to Section 2.6, the Bank shall distribute the annual
                                         benefit to the Executive in twelve (12) equal monthly installments, commencing on the
                                         first day of the month following the Executive’s Separation from Service. The annual
                                         benefit shall be paid to the Executive for twenty (20) years (240 months).



 


		2.2	Early
                                         Voluntary Termination Benefit. Upon the Executive’s Early Voluntary Termination,
                                         the Executive shall not be entitled to a benefit under this Agreement



 


		2.3	Early
                                         Involuntary Termination Benefit. Upon the Executive’s Early Involuntary Termination
                                         prior to January 1, 2017, the Bank shall distribute to the Executive the benefit described
                                         in this Section 2.3 in lieu of any other benefit under this Article.



 


		2.3.1	Amount
                                         of Benefit. The benefit under this Section 2.3 is the Accrued Liability Balance,
                                         calculated as of the last day of the month preceding the Executive’s date of Separation
                                         from Service. This benefit is determined by calculating a twenty-year fixed annuity from
                                         said Accrued Liability Balance, crediting interest on the unpaid balance at the annual
                                         plan discount rate, compounded monthly. 



 


		2.3.2	Form
                                         and Timing of Benefit. Subject to Section 2.6, the Bank shall distribute the annual
                                         benefit to the Executive in twelve (12) equal monthly installments, commencing on the
                                         first day of the month following the Separation from Service. The annual benefit shall
                                         be distributed to the Executive for twenty (20) years. 



 


		2.4	Disability
                                         Benefit. Upon the Executive’s Disability prior to January 1, 2017, the
                                         Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu
                                         of any other benefit under this Article.



 


		2.4.1	Amount
                                         of Benefit. The benefit under this Section 2.4 is the Accrued Liability Balance,
                                         calculated as of the last day of the month preceding the Executive’s date of Disability.
                                         This benefit is determined by calculating a twenty-year fixed annuity from said Accrued
                                         Liability Balance, crediting interest on the unpaid balance at the annual plan discount
                                         rate, compounded monthly.
	




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FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 



 




		2.4.2	Form
                                         and Timing of Benefit. Subject to Section 2.6, the Bank shall distribute the annual
                                         benefit to the Executive in twelve (12) equal monthly installments, commencing on the
                                         first day of the month following the date of Disability. The annual benefit shall be
                                         distributed to the Executive for twenty (20) years (240 months).
	 	 	 



		2.5	Change
                                         in Control Benefit. Upon a Change in Control followed by the Executive’s Separation
                                         from Service, the Bank shall distribute to the Executive the benefit described in this
                                         Section 2.5 in lieu of any other benefit under this Article.



 


		2.5.1	Amount
                                         of Benefit. The benefit under this Section 2.5 is the Normal Retirement Benefit
                                         described in Section 2.1.1, except that in the case of a Change in Control of the Bank
                                         prior to December 31, 2017, the Accrued Liability Balance is the projected Accrued Liability
                                         Balance as of December 31, 2017, as reflected on Schedule A.



 


		2.5.2	Form
                                         and Timing of Benefit. Subject to Section 2.6, the Bank shall distribute the annual
                                         benefit to the Executive in twelve (12) equal monthly installments, commencing on the
                                         first day of the month following Separation from Service. The annual benefit shall be
                                         distributed to the Executive for twenty (20) years (240 months).



 


		2.5.3	Excess
                                         Parachute Payment If all or any portion of the amounts payable to the Executive under
                                         this Agreement, either alone or together with other payments which the Executive has
                                         the right to receive from the Bank, constitute “excess parachute payments”
                                         within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the
                                         “Code”), that are subject to the excise tax imposed by Section 4999 of the
                                         Code (or similar tax and/or assessment), the Bank shall be responsible for the payment
                                         of such excise tax such that the Executive is in the same after-tax position as if there
                                         were no excise tax (a “gross-up”), and the Bank (and its successor) shall
                                         be responsible for any loss of deductibility related thereto. The determination of the
                                         amount of any such excise taxes shall be made by the independent accounting firm employed
                                         by the Bank immediately prior to the Change in Control. If at a later date it is determined
                                         (pursuant to final regulations or published rulings of the IRS, final judgment of a court
                                         of competent jurisdiction or otherwise) the amount of excise taxes payable by the Executive
                                         is greater than the amount initially determined, then the Bank (or its successor) shall
                                         pay the Executive an amount equal to the sum of such additional excise taxes, any interest,
                                         fines and penalties resulting from such underpayment, plus an amount necessary to substantially
                                         reimburse the Executive for any income, excise or other taxes payable by the Executive
                                         with respect to such amounts. The “gross-up” payment described in this
                                         Section 2.5.3 shall expire on December 31, 2017, following which the Executive shall
                                         have sole responsibility for any excise tax, income tax, and any other penalty or tax
                                         associated with a payment made under this Agreement.



 



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FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 



 





		2.5.3.1	Timing
                                         of Payment of Amounts under Section 2.5.3. Payment of any “gross-up”
                                         amounts under this Section 2.5.3 shall be made, if not sooner, by the end of the Executive’s
                                         taxable year next following the Executive’s taxable year in which the related taxes
                                         are remitted to the taxing authority.



 


		2.6	Restriction
                                         on Timing of Distribution. Notwithstanding any provision of this Agreement to the
                                         contrary, distributions under this Agreement to an employee who is a “specified
                                         employee” under Section 409A of the Code at the date of their Separation from Service
                                         may not commence earlier than six (6) months after the date of a Separation from Service.
                                         In the event a distribution is delayed pursuant to this Section, the originally scheduled
                                         distribution shall be delayed for 6 months, and shall commence instead on the first day
                                         of the seventh month following Separation from Service. If payments are scheduled to
                                         be made in installments, the first six months of installment payments shall be delayed,
                                         aggregated, and paid instead on the first day of the seventh month, after which all installment
                                         payments shall be made on their regular schedule. If payment is scheduled to be made
                                         in a lump sum, the lump sum payment shall be delayed for six months and instead be made
                                         on the first day of the seventh month.



 


		2.7	Certain
                                         Accelerated Payments. In certain limited circumstances the Bank may make an accelerated
                                         distribution to the Executive of deferred amounts, solely to the extent that such distribution
                                         meets the requirements of Section 1.409A-3(j)(4). In order to make such accelerated payments,
                                         Bank will notify Executive of the specific Section 1.409A-3(j)(4) exemption being relied
                                         upon by the Bank in making the accelerated payments.



 


		2.8	Subsequent
                                         Changes to Time and Form of Payment. The Bank may permit a subsequent change to the
                                         time and form of benefit distributions. Any such change shall be considered made only
                                         when it becomes irrevocable under the terms of the Agreement. Any change will be considered
                                         irrevocable not later than 30 days following acceptance of the change by the Plan Administrator,
                                         subject to the following rules intended to comply with Treasury Regulation 1.409A:



 


		(a)	the
                                         subsequent deferral election may not take effect until at least 12 months after the date
                                         on which the election is made (i.e. If a distribution event occurs in the interim, the
                                         original distribution method must be followed);
	 	 	 



		(b)	the
payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made
is deferred for a period of not less than five years from the date such payment would otherwise have been paid; and
	 	 	 



		(c)	in
the case of a payment made at a specified time, the election must be made not less than 12 months before the date the payment
is scheduled to be paid.



 



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FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 


  


Article
3


Distribution
Upon Death


 


		3.1	Death.
                                         Upon Executive’s death, this Agreement shall terminate automatically and no additional
                                         payment shall be made. A death benefit is provided under a separate split dollar arrangement
                                         between the Executive and the Bank.



  


Article
4


Beneficiaries


 


[This
article intentionally left blank]


 


Article
5


General
Limitations


 


		5.1	Termination
                                         for Cause. In the event that Executive’s employment is terminated for Cause,
                                         Executive shall forfeit all rights and benefits under this Agreement.



 


			“Cause”
shall mean (i) the Executive’s willful misconduct, usurpation of business opportunity or gross negligence related to the
Bank; provided that Executive shall first be given ten (10) days following written notice from the Board to cure any such breach
(to the extent such breach is capable of being cured); (ii) the Executive’s willful failure to adhere to the reasonable
policies of the Bank or any State of California or federal banking laws (including the laws, rules, or regulations of the Federal
Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or the Office of the Comptroller of the Currency);
provided that Executive shall first be given ten (10) days following written notice from the Board to commence compliance with
such policies or laws to the extent such failure is able to be complied with subsequently; (iii) the Executive’s unauthorized
disclosure to third parties of any confidential information (including trade secrets) of the Bank; or (iv) the Executive’s
conviction of or entering of a guilty pleas or a plea of no contest with respect to (A) a felony, (B) any crime involving fraud,
larceny, or embezzlement, or (C) any other crime involving moral turpitude which is injurious to the reputation of the Bank. No
act, or failure to act, by Executive shall be “willful” unless committed without good faith and without a reasonable
belief that the act or omission was in the best interest of the Bank.



 


Article
6


Administration
of Agreement


 


		6.1	Plan
                                         Administrator Duties. This Agreement shall be administered by a Plan Administrator
                                         which shall consist of the Board, or such committee or person(s) as the Board shall appoint.
                                         The Plan Administrator shall also have the discretion and authority to (i) make, amend,
                                         interpret and enforce all appropriate rules and regulations for the administration of
                                         this Agreement and (ii) decide or resolve any and all questions including interpretations
                                         of this Agreement, as may arise in connection with the Agreement, provided that such
                                         amendments and interpretations are made at all times in compliance with Section 409A
                                         of the Code.



 


		6.2	Agents.
                                         In the administration of this Agreement, the Plan Administrator may employ agents and
                                         delegate to them such administrative duties as it sees fit, (including acting through
                                         a duly appointed representative), and may from time to time consult with counsel who
                                         may be counsel to the Bank.





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FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 



 





		6.3	Binding
                                         Effect of Decisions. The decision or action of the Plan Administrator with respect
                                         to any question arising out of or in connection with the administration, interpretation
                                         and application of the Agreement and the rules and regulations promulgated hereunder
                                         shall be final and conclusive and binding upon all persons having any interest in the
                                         Agreement, provided that such decisions or actions are in compliance with Section 409A
                                         of the Code.



 


		6.4	Indemnity
                                         of Plan Administrator. The Bank shall indemnify and hold harmless the members of
                                         the Plan Administrator against any and all claims, losses, damages, expenses or liabilities
                                         arising from any action or failure to act with respect to this Agreement, except in the
                                         case of willful misconduct by the Plan Administrator or any of its members.



 


		6.5	Bank
                                         Information. To enable the Plan Administrator to perform its functions, the Bank
                                         shall supply full and timely information to the Plan Administrator on all matters relating
                                         to the date and circum-stances of the retirement, Disability, death, or Separation from
                                         Service of the Executive, and such other pertinent information as the Plan Administrator
                                         may reasonably require.



 


		6.6	Annual
                                         Statement. The Plan Administrator shall provide to the Executive, within one hundred
                                         twenty (120) days after the end of each Plan Year, a statement setting forth the benefits
                                         to be distributed under this Agreement.



 


		6.7	Arbitration.



 


		a)	Any
                                         disagreement, dispute, controversy or claim arising out of or in any way related to this
                                         Agreement or the subject matter thereof or the interpretation hereof or any arrangements
                                         relating hereto or contemplated herein or the breach, termination or invalidity hereof
                                         shall be settled exclusively and finally by arbitration.



 


		b)	The
                                         arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the
                                         “Arbitration Rules”) of the American Arbitration Association (the “AAA”)
                                         then in effect.



 


		c)	The
                                         arbitral tribunal shall consists of one arbitrator. The parties to the arbitration jointly
                                         shall directly appoint such arbitrator within 30 days of initiation of the arbitration.
                                         If the parties shall fail to appoint such arbitrator as provided above, such arbitrator
                                         shall be appointed by the AAA as provided in the Arbitration Rules and shall be a person
                                         who (A) maintains his or her principal place of business or residence in Northern California
                                         and (B) is a retired judge of the State of California.



 


		d)	The
                                         arbitration shall be conducted in San Francisco, California, or in any other city of
                                         the United States of America as the parties to the dispute may designate by mutual written
                                         consent.



 



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FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 



 





		e)	Any
                                         decision or award of the arbitral tribunal shall be final and binding upon the parties
                                         to the arbitration proceeding. The parties hereto hereby waive to the extent permitted
                                         by law any rights to appeal or to review of such award by any court or tribunal. The
                                         parties hereto agree that the arbitral award may be enforced against the parties to the
                                         arbitration proceeding or their assets wherever they may be entered in any court having
                                         jurisdiction thereof.



 


		6.8	Attorneys’
                                         Fees and Gross Ups. In the event of any arbitration or litigation concerning any
                                         controversy, claim or dispute between the parties hereto, arising out of or relating
                                         to this Agreement or the breach hereof, or the interpretation hereof, (a) each party
                                         shall pay his own attorneys’ arbitration fees incurred; (b) the prevailing party
                                         shall be entitled to recover from the other party reasonable expenses, attorneys’
                                         fees and costs incurred in the enforcement or collection of any judgment or award rendered.
                                         The “prevailing party” means any party (one party or both parties, as the
                                         case may be) determined by the arbitrator(s) or court to be entitled to money payments
                                         from the other, not necessarily the party in whose favor a judgment is rendered. To the
                                         extent that the reimbursement of any expenses or the provision of any in-kind benefits
                                         under this Agreement is subject to Section 409A, (i) the amount of such expenses eligible
                                         for reimbursement, or in-kind benefits to be provided, during any one calendar year shall
                                         not affect the amount of such expenses eligible for reimbursement, or in-kind benefits
                                         to be provided, in any other calendar year (provided, that, this clause (i) will not
                                         be violated with regard to expenses reimbursed under any arrangement covered by Code
                                         Section 105(b) solely because such expenses are subject to a limit related to the period
                                         the arrangement is in effect); (ii) reimbursement of any such expense shall be made by
                                         no later than December 31 of the year following the calendar year in which such expense
                                         is incurred; and (iii) Employee’s right to receive such reimbursements or in-kind
                                         benefits shall not be subject to liquidation or exchange for another benefit.



 


		6.9	Trust.
                                         Notwithstanding the unfunded nature of this Agreement, the Bank and the Executive acknowledge
                                         and agree that, in the event of a Change in Control, upon request of the Executive, or
                                         in the Bank’s discretion if the Executive does not so request and the Bank nonetheless
                                         deems it appropriate, the Bank may establish, not later than the effective date of the
                                         Change in Control, a Rabbi Trust or multiple Rabbi Trusts (the “Trust” or
                                         “Trusts”) upon such terms and conditions as the Bank, in its sole discretion,
                                         deems appropriate and in compliance with applicable provisions of the Code, in order
                                         to permit the Bank to make contributions and/or transfer assets to the Trust or Trusts
                                         to discharge its obligations pursuant to this Agreement. The principal of the Trust or
                                         Trusts and any earnings thereon shall be held separate and apart from other funds of
                                         the Bank to be used exclusively for discharge of the Bank’s obligations pursuant
                                         to this Agreement and shall continue to be subject to the claims of the Bank’s
                                         general creditors until paid to the Executive in such manner and at such times as specified
                                         in this Agreement.



 


Article
7


Claims
and Review Procedures


 


		7.1	Claims
                                         Procedure. An Executive or Beneficiary (“claimant”) who has not received
                                         benefits under the Agreement that he or she believes should be distributed shall make
                                         a claim for such benefits as follows:



 



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FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 



 





		7.1.1	Initiation
                                         – Written Claim. The claimant initiates a claim by submitting to the Plan Administrator
                                         a written claim for the benefits.
	 	 	 



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



 


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



 


		(a)	The
specific reasons for the denial;
	 	 	 



		(b)	A
                                         reference to the specific provisions of the Agreement on which the denial is based;
	 	 	 



		(c)	A
                                         description of any additional information or material necessary for the claimant to perfect
                                         the claim and an explanation of why it is needed;
	 	 	 



		(d)	An
                                         explanation of the Agreement’s review procedures and the time limits applicable
                                         to such procedures; and
	 	 	 



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



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



 


		7.2.1	Initiation
                                         – Written Request. To initiate the review, the claimant, within 60 days after
                                         receiving the Plan Administrator’s notice of denial, must file with the Plan Administrator
                                         a written request for review.



 


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



 


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



 



    	10



    	 



    

FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 



 





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



 


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



 


		(a)	The
specific reasons for the denial;
	 	 	 



		(b)	A
                                         reference to the specific provisions of the Agreement on which the denial is based;
	 	 	 



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



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



 


Article
8


Amendments
and Termination


 


This
Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive. Additionally, the Bank
may unilaterally amend this Agreement to comply with mandatory directives from its primary federal regulator or as a result of
changes in tax or other law governing this Agreement that would be materially detrimental to the Bank. In the event of such an
amendment, the Bank shall give Executive 30 days written notice of its intent to make such a change, and Executive shall be given
a reasonable opportunity to seek legal advice concerning the impact of such a change. No such amendment shall reduce or eliminate
Executive’s vested benefit.


 


Article
9


Miscellaneous


 


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



 


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



 


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



 



    	11



    	 



    

FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 



 





		9.4	Tax
                                         Withholding. The Bank shall withhold any taxes that are required to be withheld from
                                         the benefits provided under this Agreement. The Executive acknowledges that the Bank’s
                                         sole liability regarding taxes is to forward any amounts withheld to the appropriate
                                         taxing authority(ies).



 


		9.5	Applicable
                                         Law. The Agreement and all rights hereunder shall be governed by the laws of the
                                         State of California, except to the extent preempted by the laws of the United States
                                         of America.



 


		9.6	Unfunded
                                         Arrangement. The Executive and Beneficiary are general unsecured creditors of the
                                         Bank for the distribution of benefits under this Agreement. The benefits represent the
                                         mere promise by the Bank to distribute such benefits. The rights to benefits are not
                                         subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
                                         encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s
                                         life or other informal funding asset is a general asset of the Bank to which the Executive
                                         and Beneficiary have no preferred or secured claim.



 


		9.7	Reorganization.
                                         The Bank shall not merge or consolidate into or with another bank, or reorganize, or
                                         sell substantially all of its assets to another bank, firm, or person unless such succeeding
                                         or continuing bank, firm, or person agrees to assume and discharge the obligations of
                                         the Bank under this Agreement. Upon the occurrence of such event, the term “Bank”
                                         as used in this Agreement shall be deemed to refer to the successor or survivor bank.



 


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



 


		9.9	Interpretation.
                                         Wherever the fulfillment of the intent and purpose of this Agreement requires, and the
                                         context will permit, the use of the masculine gender includes the feminine and use of
                                         the singular includes the plural.



 


		9.10	This
Section 9.10 is intentionally left blank.



 


		9.11	Headings.
                                         Article and section headings are for convenient reference only and shall not control
                                         or affect the meaning or construction of any of its provisions.



 


		9.12	Validity.
                                         In case any provision of this Agreement shall be illegal or invalid for any reason, said
                                         illegality or invalidity shall not affect the remaining parts hereof, but this Agreement
                                         shall be construed and enforced as if such illegal and invalid provision has never been
                                         inserted herein.






    	12



    	 



    

FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 



 


		9.13	Notice.
                                         Any notice or filing required or permitted to be given to the Bank or Plan Administrator
                                         under this Agreement shall be sufficient if in writing and hand-delivered, or sent by
                                         registered or certified mail, to the address below:



 


First
National Bank of Northern California


975
El Camino Real


South
San Francisco, CA 94080


 


		9.14	Opportunity
                                         to Consult with Independent Advisors. The Executive acknowledges that he has been
                                         afforded the opportunity to consult with independent advisors of his choosing including,
                                         without limitation, accountants or tax advisors and counsel regarding both the benefits
                                         granted to him under the terms of this Agreement and the (i) terms and conditions which
                                         may affect the Executive’s right to these benefits and (ii) personal tax effects
                                         of such benefits including, without limitation, the effects of any federal or state taxes,
                                         Section 280G or 4999 of the Code, Section 409A of the Code and guidance or regulations
                                         thereunder, and any other taxes, costs, expenses or liabilities whatsoever related to
                                         such benefits, which, with the exception discussed in Section 2.5.3 herein, in any of
                                         the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility
                                         of the Executive notwithstanding any other term or provision of this Agreement. The Executive
                                         further acknowledges and agrees that the Bank shall have no liability whatsoever related
                                         to any such personal tax effects, with the exception of the reimbursement provision in
                                         Section 2.5.3, which shall be subject to reimbursement by the Bank, or other personal
                                         costs, expenses, or liabilities applicable to the Executive and further specifically
                                         waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives,
                                         agents, successor and assign to claim or assert liability on the part of the Bank related
                                         to the matters described above in this Section 9.14. The Executive further acknowledges
                                         that he has read, understands and consents to all of all of the terms and conditions
                                         of this Agreement, and that he enters into this Agreement with a full understanding of
                                         its terms and conditions.



 


IN
WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have signed this Agreement.



	 	 	 	 
	EXECUTIVE:	 	BANK:
	 	 	 	 
	 	 	FIRST NATIONAL BANK OF NORTHERN CALIFORNIA
	 	 	 	 
	 	 	By	 
	(Name of Executive)	 	 	 
	 	 	Title: 	 




    	13



    	 



    

FIRST NATIONAL
BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


EXECUTIVE
SUPPLEMENTAL COMPENSATION AGREEMENT


 






  


Tony Clifford

Schedule A

(Discount Rate = 5.75%)


 





	 	 	Beginning	 	 	 	 	 	 	 	 	Ending	 	 	 	 
	 	 	Accrued	 	 	 	 	 	 	 	 	Accrued	 	 	Monthly	 
	 	 	Liability	 	 	Service	 	 	Imputed	 	 	Liability	 	 	Expense	 
	Date	 	Balance	 	 	Cost	 	 	Interest	 	 	Balance	 	 	Recognition	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	January, 2016	 	$	768,668.50	 	 	$	31,845.18	 	 	$	3,683.20	 	 	$	804,196.88	 	 	$	35,528.38	 
	February, 2016	 	 	804,196.88	 	 	 	31,845.18	 	 	 	3,853.44	 	 	 	839,895.50	 	 	 	35,698.62	 
	March, 2016	 	 	839,895.50	 	 	 	31,845.18	 	 	 	4,024.50	 	 	 	875,765.18	 	 	 	35,869.68	 
	April, 2016	 	 	875,765.18	 	 	 	31,845.18	 	 	 	4,196.37	 	 	 	911,806.73	 	 	 	36,041.55	 
	May, 2016	 	 	911,806.73	 	 	 	31,845.18	 	 	 	4,369.07	 	 	 	948,020.98	 	 	 	36,214.25	 
	June, 2016	 	 	948,020.98	 	 	 	31,845.18	 	 	 	4,542.60	 	 	 	984,408.76	 	 	 	36,387.78	 
	July, 2016	 	 	984,408.76	 	 	 	31,845.18	 	 	 	4,716.96	 	 	 	1,020,970.90	 	 	 	36,562.14	 
	August, 2016	 	 	1,020,970.90	 	 	 	31,845.18	 	 	 	4,892.15	 	 	 	1,057,708.23	 	 	 	36,737.33	 
	September, 2016	 	 	1,057,708.23	 	 	 	31,845.18	 	 	 	5,068.19	 	 	 	1,094,621.60	 	 	 	36,913.37	 
	October, 2016	 	 	1,094,621.60	 	 	 	31,845.18	 	 	 	5,245.06	 	 	 	1,131,711.84	 	 	 	37,090.24	 
	November, 2016	 	 	1,131,711.84	 	 	 	31,845.18	 	 	 	5,422.79	 	 	 	1,168,979.81	 	 	 	37,267.97	 
	December, 2016	 	 	1,168,979.81	 	 	 	31,845.18	 	 	 	5,601.36	 	 	 	1,206,426.35	 	 	 	37,446.54	 
	January, 2017	 	 	1,206,426.35	 	 	 	31,845.18	 	 	 	5,780.79	 	 	 	1,244,052.32	 	 	 	37,625.97	 
	February, 2017	 	 	1,244,052.32	 	 	 	31,845.18	 	 	 	5,961.08	 	 	 	1,281,858.58	 	 	 	37,806.26	 
	March, 2017	 	 	1,281,858.58	 	 	 	31,845.18	 	 	 	6,142.24	 	 	 	1,319,846.00	 	 	 	37,987.42	 
	April, 2017	 	 	1,319,846.00	 	 	 	31,845.18	 	 	 	6,324.26	 	 	 	1,358,015.44	 	 	 	38,169.44	 
	May, 2017	 	 	1,358,015.44	 	 	 	31,845.18	 	 	 	6,507.16	 	 	 	1,396,367.78	 	 	 	38,352.34	 
	June, 2017	 	 	1,396,367.78	 	 	 	31,845.18	 	 	 	6,690.93	 	 	 	1,434,903.89	 	 	 	38,536.11	 
	July, 2017	 	 	1,434,903.89	 	 	 	31,845.18	 	 	 	6,875.58	 	 	 	1,473,624.65	 	 	 	38,720.76	 
	August, 2017	 	 	1,473,624.65	 	 	 	31,845.18	 	 	 	7,061.12	 	 	 	1,512,530.95	 	 	 	38,906.30	 
	September, 2017	 	 	1,512,530.95	 	 	 	31,845.18	 	 	 	7,247.54	 	 	 	1,551,623.67	 	 	 	39,092.72	 
	October, 2017	 	 	1,551,623.67	 	 	 	31,845.18	 	 	 	7,434.86	 	 	 	1,590,903.71	 	 	 	39,280.04	 
	November, 2017	 	 	1,590,903.71	 	 	 	31,845.18	 	 	 	7,623.08	 	 	 	1,630,371.97	 	 	 	39,468.26	 
	December, 2017	 	 	1,630,371.97	 	 	 	31,845.18	 	 	 	7,812.20	 	 	 	1,670,029.35	 	 	 	39,657.38	 








	14