Exhibit 10.8


 


FIRST
NATIONAL
BANK
OF NORTHERN
CALIFORNIA



AMENDED
AND RESTATED



SPLIT
DOLLAR LIFE
INSURANCE AGREEMENT


 











  


FIRST
NATIONAL BANK OF NORTHERN CALIFORNIA


AMENDED
AND RESTATED


SPLIT
DOLLAR LIFE INSURANCE AGREEMENT


 


THIS
SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the “Agreement”), entered into this 27th day of May, 2016, AMENDS AND RESTATES
the agreement originally entered into on February 15, 2012, by and between FIRST NATIONAL BANK OF NORTHERN CALIFORNIA, a national
bank organized under the laws of the United States, located in South San Francisco, California (the “Bank”), and ANTHONY J. CLIFFORD (the “Executive”).


 


The
purpose of this Agreement is to retain and reward the Executive, by dividing the death proceeds of certain life insurance policies
which are owned by the Bank on the life of the Executive with the designated beneficiary of the Executive. The Bank will pay the
life insurance premiums from its general assets.


 


Death
proceeds payable under this Agreement shall be paid solely by the Insurer from the proceeds of any Policy(ies) on the life of
the Insured. In no event shall the Bank be obligated to pay a death benefit under this Agreement from its general funds. Should
an Insurer refuse or be unable to pay death proceeds endorsed to Insured under the express terms of this Agreement, Executive’s
Beneficiary(ies) shall not be entitled to a death benefit.


 


Article
1


Definitions


 


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


 


		1.1	“Bank’s
Interest” means the benefit set forth in Section 2.1.



 


		1.2	“Beneficiary”
means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive.



 


		1.3	“Beneficiary
Designation Form” means the form established from time to time by the Plan Administrator that the Executive completes, signs
and returns to the Plan Administrator to designate one or more Beneficiaries.



 




		1.4	“Board”
means the Board of Directors of the Bank as from time to time constituted.



 




		1.5	“Executive’s
Interest” means the benefit set forth in Section 2.2.



 



		1.6	“Insurer”
means the insurance company issuing the Policy on the life of the Executive.



 




		1.7	“Net
Death Proceeds” means the total death proceeds of the Policy minus the greater of (i) the cash surrender value or (ii) the
aggregate premiums paid by the Bank.



 




		1.8	“Policy”
or “Policies” means the individual insurance policy or policies adopted by the Bank for purposes of insuring the Executive’s
life under this Agreement.








    	1



    	 



    

FIRST
NATIONAL
BANK
OF NORTHERN
CALIFORNIA



AMENDED
AND RESTATED



SPLIT
DOLLAR LIFE
INSURANCE AGREEMENT


 



 


Article
2


Policy
Ownership/Interests/Insurer/Assignment


 


		2.1	Bank’s
Interest. The Bank shall be the sole owner of the Policies and shall have the right to exercise all incidents of ownership. The
Bank shall be the beneficiary of the remaining death proceeds of the Policies after the Executive’s Interest is determined
according to Section 2.2 below.



 


		2.2	Executive’s
Interest. The Executive shall have the right to designate the beneficiary of a portion of the death proceeds. The Executive shall
also have the right to elect and change settlement options that may be permitted. Upon the termination of this Agreement according
to Article 7 herein, the Executive, the Executive’s transferee, or the Executive’s beneficiary shall have no rights
or interests in the Policy and no death benefit shall be paid under this Section 2.2.



 


		2.2.1	Death
                                         During Active Service. If the Executive dies while in the active service of the Bank,
                                         the Bank shall pay to the Executive’s beneficiary the present value of the stream
                                         of payments the Executive would have received under the First National Bank of Northern
                                         California Amended and Restated Executive Supplemental Compensation Agreement (the “ESCA”),
                                         dated ________________________, between the Executive and the Bank, as if the Executive
                                         had reached full retirement benefit status under the ESCA while in the active service
                                         of the Bank. This amount is payable in a lump sum upon the death of the Executive.



 


		2.2.2	Death
                                         During Payment of a Benefit under the ESCA. If the Executive dies after any benefit payments
                                         have commenced under Article 2 of the ESCA but before receiving all such payments, the
                                         Bank shall cease paying the remaining benefit, if any, and shall then pay to the Executive’s
                                         beneficiary a split dollar benefit equal to the present value of the remaining stream
                                         of payments under the ESCA. This amount is payable in a lump sum upon the death of the
                                         Executive.



 


		2.2.3	Death
                                         After Termination of Employment But Before Commencement of Payment under the ESCA. If
                                         the Executive is entitled to a benefit under Article 2 of the ESCA, but dies prior to
                                         the commencement of said benefit payments, the Bank shall pay no benefit under the ESCA
                                         but shall pay to the Executive’s beneficiary a split dollar death benefit equal
                                         to the present value of the remaining stream of payments under the ESCA. This amount
                                         is payable in a lump sum upon the death of the Executive.



 


		2.2.4.	Limitation
                                         on Amounts. Notwithstanding anything to the contrary in this Agreement, any benefit payable
                                         under this Agreement shall not exceed the Net Death Proceeds of the Policy.



 


		2.3	Insurer.
The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with
the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound
by or be deemed to have notice of the provisions of this Agreement.



 


		2.4	Assignment.
The Executive may assign without consideration all of the Executive’s interests in the Policy and in this Agreement to any
person, entity or trust. In the event the Executive transfers all of the Executive’s interest in the Policy, then all of
the Executive’s interest in the Policy and in the Agreement
shall be vested in the Executive’s transferee, who shall be substituted as a party hereunder and the Executive shall have
no further interest in the Policy or in this Agreement.





    	2



    	 



    

FIRST
NATIONAL
BANK
OF NORTHERN
CALIFORNIA



AMENDED
AND RESTATED



SPLIT
DOLLAR LIFE
INSURANCE AGREEMENT


 





		2.5	Comparable
Coverage. Upon execution of this Agreement, the Bank shall maintain the Policy in full force and effect and in no event shall
the Bank amend, terminate, or otherwise abrogate the Executive’s interest in the Policy, unless the Bank replaces the Policy
with a comparable insurance policy to cover the benefit provided under this Agreement and the Bank and the Executive execute a
new Split Dollar Policy Endorsement for said comparable insurance policy. The Policy or any comparable policy shall be subject
to the claims of the Bank’s creditors.



 


Article
3


Premiums
and Imputed Income


 


		3.1	Premium
Payment. The Bank shall pay all premiums due on all Policies.



 


		3.2	Economic
Benefit. The Bank shall determine the economic benefit attributable to the Executive based on the life insurance premium factor
for the Executive’s age multiplied by the aggregate death benefit payable to the Beneficiary. The “life insurance
premium factor” is the minimum factor applicable under guidance published pursuant to Treasury Reg. § 1.61-22(d)(3)(ii)
or any subsequent authority.



 


		3.3	Imputed
Income. The Bank shall impute the economic benefit to the Executive on an annual basis, by adding the economic benefit to the
Executive’s W-2, or if applicable, Form 1099.



 


Article
4


General
Limitations


 


		4.1	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.





    	3



    	 



    

FIRST
NATIONAL
BANK
OF NORTHERN
CALIFORNIA



AMENDED
AND RESTATED



SPLIT
DOLLAR LIFE
INSURANCE AGREEMENT


 




  


Article
5


Beneficiaries


 


		5.1	Beneficiary.
The Executive shall have the right, at any time, to designate a Beneficiary(ies) to receive any benefits payable under the Agreement
upon the death of the Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary
designation under any other Agreement of the Bank in which the Executive participates.



 




		5.2	Beneficiary
Designation; Change. The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and
delivering it to the Bank or its designated agent. The Executive’s beneficiary designation shall be deemed automatically
revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently
dissolved. The Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and Bank’s rules and procedures, as in effect from time to time. Upon the acceptance
by the Bank of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Bank
shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Bank prior to the
Executive’s death.



 




		5.3	Acknowledgment.
No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing
by the Bank or its designated agent.



 




		5.4	No
Beneficiary Designation. If the Executive dies without a valid designation of beneficiary, or if all designated Beneficiaries
predecease the Executive, then the Executive’s surviving spouse shall be the designated Beneficiary. If the Executive has
no surviving spouse, the benefits shall be made payable to the personal representative of the Executive’s estate.



 




		5.5	Facility
of Payment. If the Bank determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent,
or to a person incapable of handling the disposition of that person’s property, the Bank may direct payment of such benefit
to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person.
The Bank may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit.
Any payment of a benefit shall be a payment for the account of the Executive and the Executive’s Beneficiary, as the case
may be, and shall be a complete discharge of any liability under the Agreement for such payment amount.



 


Article
6


Claims
And Review Procedure


 


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



 


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





    	4



    	 



    

FIRST
NATIONAL
BANK
OF NORTHERN
CALIFORNIA



AMENDED
AND RESTATED



SPLIT
DOLLAR LIFE
INSURANCE AGREEMENT


 






  


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



 


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



 


		 	(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.



 


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



 


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



 


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



 


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



 


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





    	5



    	 



    

FIRST
NATIONAL
BANK
OF NORTHERN
CALIFORNIA



AMENDED
AND RESTATED



SPLIT
DOLLAR LIFE
INSURANCE AGREEMENT


 



   


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



 


		 	(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
7


Amendments
and Termination


 


		7.1	Amendment
or Termination. This Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive.
In the event that the Bank decides to maintain the Policy after termination of the Agreement, the Bank shall be the direct beneficiary
of the entire death proceeds of the Policy.



 


		7.2	Offer
to Purchase. If the Agreement is terminated pursuant to Section 7.1, the Bank shall not surrender, sell, or transfer ownership
of the Policy without first giving the Executive or the Executive’s transferee the option to purchase the Policy for a period
of sixty (60) days from written notice of such intention. The purchase price shall be the fair market value of the Policy, as
determined under Treasury Reg. §1.61-22(g)(2) or any subsequent applicable authority.



 


Article
8


Administration


 


		8.1	Plan
Administrator Duties. This Agreement shall be administered by a Plan Administrator which shall consist of the Board, or such committee
or persons as the Board may choose. 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 this Agreement, provided that such
amendments and interpretations are made at all times in compliance with Section 409A of the Code.



 


		8.2	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.



 


		8.3	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 this Agreement and the rules and regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having any interest in this Agreement.





    	6



    	 



    

FIRST
NATIONAL
BANK
OF NORTHERN
CALIFORNIA



AMENDED
AND RESTATED



SPLIT
DOLLAR LIFE
INSURANCE AGREEMENT


 



  


		8.4	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.



 


		8.5	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 death of the Executive, and such other pertinent information as the Plan Administrator may reasonably
require.



 


Article
9


Miscellaneous


 


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



 


		9.2	No
Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain
an Executive 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 Executive nor interfere with the Executive’s right to terminate employment at any time.



 


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



 


		9.4	Reorganization.
The Bank shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to
another company, firm or person unless such succeeding or continuing company, 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 company.



 


		9.5	Notice.
Any notice or filing required or permitted to be given to the Bank 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





			Such
                                                                        notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark
                                                                        or the receipt for registration or certification.



 


			Any notice
                                                                        or filing required pr permitted to be given to the Executive under this Agreement shall be sufficient if in writing and
                                                                        hand-delivered, or sent by mail, to the last known address of the Executive.





    	7



    	 



    

FIRST
NATIONAL
BANK
OF NORTHERN
CALIFORNIA



AMENDED
AND RESTATED



SPLIT
DOLLAR LIFE
INSURANCE AGREEMENT


 









 


		9.6	Entire
Agreement. This Agreement, along with the Executive’s Beneficiary Designation Form, constitutes the entire agreement
between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive under this Agreement
other than those specifically set forth herein.



  


IN
WITNESS WHEREOF, the parties executed this Agreement as of the date indicated above.













	 	 	 	 
	(NAME OF THE EXECUTIVE)	 	 
	 	 	 	 
	Executive	 	 
	 	 	 	 
	FIRST NATIONAL BANK OF NORTHERN CALIFORNIA
	 
	By	 	 	 
	 	 	 	 
	Title: 	 	 	 





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FIRST
NATIONAL
BANK
OF NORTHERN
CALIFORNIA



AMENDED
AND RESTATED



SPLIT
DOLLAR LIFE
INSURANCE AGREEMENT


 








  


Beneficiary
Designation


{ } New
Designation


{ } Change
in Designation


 


I, ________________________________.
Designate the following as Beneficiary under the Agreement:


 


	Primary:

        _______________________________________________________________

        _______________________________________________________________
	 

        _________
        %

        _________
        %

	 	 
	Contingent:	 
	______________________________________________________________	 _________
    %
	______________________________________________________________	 _________
    %
	 	 


Notes:


		·	Please
                                         PRINT CLEARLY or TYPE the names of the beneficiaries.
	 	 	 



		·	To
                                         name a trust as Beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.
	 	 	 



		·	To
                                         name your estate as Beneficiary, please write “Estate of [your name]”.
	 	 	 



		·	Be
                                         aware that none of the contingent beneficiaries will receive anything unless ALL of the
                                         primary beneficiaries predecease you.



 


I
understand that I may change these beneficiary designations by delivering a new written designation to the Plan Administrator,
which shall be effective only upon receipt and acknowledgment by the Plan Administrator prior to death. I further understand that
the designations will be automatically revoked if the Beneficiary predeceases me, or, if I have named my spouse as Beneficiary
and our marriage is subsequently dissolved.


 


Name:
_____________________________________


 


Signature:__________________________________
         Date: ___________________


 


	SPOUSAL
    CONSENT (Required if Spouse not named beneficiary):	 
	 

        I
        consent to the beneficiary designation above, and acknowledge that if I am named Beneficiary and our marriage is subsequently
        dissolved, the designation will be automatically revoked.

         

        Spouse
        Name: _________________________________________

         

        Signature:_____________________________________________
             Date: ___________________

         



 


Received
by the Plan Administrator this ____________ day of ____________, 2____


 


By: _____________________________________


 


Title:____________________________________



    	9