Exhibit 10.(c)


    
      

    

    
      Exhibit
        10 (c)

      SONOMA
        NATIONAL BANK

      


      AMENDED
        EXECUTIVE SALARY CONTINUATION AGREEMENT

      


      This
        Agreement is made and entered into as of February 14, 2006 (the “Effective
        Date”) by and between Sonoma National Bank, a national banking association, (the
        "Bank"), and David F. Titus, (the "Executive"). 

      


      WITNESSETH:

      


      WHEREAS,
        the
        Bank
        employs the Executive to serve as its Senior Lending Officer;

      


      WHEREAS,
        the Bank
        and the Executive entered into an Executive Salary Continuation Agreement
        (“the
        Agreement”), effective June 1, 1993, providing for certain benefits to the
        Executive upon his death, disability or retirement;

      


      WHEREAS,
        as of
        the Effective Date, the parties desire to make certain amendments and changes
        to
        the Agreement to clarify their original intent and to provide and set forth
        in
        one document, to be effective upon the date set forth below until termination
        of
        this Amended Agreement, those benefits herein specified to be provided to
        the
        Executive upon his death, disability or retirement;

      


      WHEREAS,
        the
        parties continue to agree that the Executive's experience, knowledge of the
        affairs of the Bank, reputation and contacts in the industry are so valuable
        that assurance of his continued service is essential for the future growth
        and
        profits of the Bank, and it is in the best interest of the Bank to arrange
        terms
        of continued employment for the Executive so as to reasonably assure his
        remaining in the Bank’s employment during his lifetime or until the age of
        retirement;

      


      WHEREAS,
        the
        Bank
        desires that the Executive's services be retained as herein provided,
        and

      


      WHEREAS,
        the
        Executive will continue in the employ of the Bank provided the Bank agrees
        to
        pay him or his beneficiary certain benefits in accordance with the terms
        and
        conditions hereinafter set forth;

      


      WHEREAS,
        this
        Amended Agreement is not part of any salary reduction plan or nonqualified
        deferred compensation plan under Section 409A of the Code and the Executive
        has
        no option to elect to accelerate or defer the payment of any benefit provided
        hereunder. 

      


      NOW,
        THEREFORE, in
        consideration of the services to be performed in the future as well as the
        mutual promises and covenants herein contained, it is agreed as
        follows:

       

      ARTICLE
        1

      Definitions

      


      1.1    “Bank”
        shall mean Sonoma National Bank, a wholly owned subsidiary of Northern Empire
        Bancshares (the “Company”), or any successors thereto.

      


      1.2     “Beneficiary”
        shall mean the person or persons designated in writing by Executive to receive
        the benefits provided hereunder in the event of his death. Such designation
        shall be valid only if made on a form provided by the Bank, and the Bank
        receives the form prior to the Executive's death.

      


      1.3     “Cause”
        shall mean a failure by Executive to conform with high standards of diligence,
        competence, skill, judgment, and efficiency in the execution of his duties
        on
        behalf of the Bank; provided, however, that Executive shall be entitled to
        thirty (30) days written notice and opportunity to cure prior to any termination
        for Cause. In addition, for purposes of this Amended Agreement, "Cause" shall
        include dishonesty, fraud, conviction or plea of nolo contender to a felony
        or
        of a crime involving moral turpitude, willful destruction, or theft of Bank
        property, willful malfeasance or gross negligence by the Executive in the
        performance of his duties.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      1.4    “Change
        in Control” shall mean the occurrence of any of the following events:
        (a) any
        reorganization (as defined in Section 181 of the California Corporations
        Code),
        merger or consolidation of the Bank in which the Bank is not the surviving
        organization; (b) any
        reorganization (as defined in Section 181 of the California Corporations
        Code),
        merger or consolidation of the Company in which the Company is not the surviving
        organization; (c) any
        sale,
        lease, exchange, mortgage, pledge, transfer or other disposition (in one
        transaction or a series of transactions) of any assets of the Bank or of
        the
        Company, having an aggregate fair market value of fifty percent (50%) of
        the
        total value of the assets of the Bank or the Company and its consolidated
        subsidiaries, reflected in the most recent balance sheet of the Bank or the
        Company; or (d) any person (as such term used in Sections 13(d) and 14 (d)
        (2)
        of the Securities Exchange Act or 1934), other than the Company, becomes
        a
        beneficial owner directly or indirectly of securities of the Bank representing
        twenty-five percent (25%) of the combined voting power of the Bank's
        then-outstanding securities.

      


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

      


      1.6     “Disability”
        shall mean any disability that would meet the definition of a permissible
        payment event pursuant to Section 409A(2)(C) of the Code.

      


      1.7    “Retirement”
        shall mean any termination of employment (other than for Cause) that occurs
        after Executive has attained Retirement Age. “Retirement Age” shall be age
        fifty-eight (58).

      


      ARTICLE
        2

      Conditions
        to Receipt Benefits

      


      2.1    Minimum
        Service Requirement.
        Executive shall be eligible to receive benefits under this Amended Agreement
        after thirteen (13) years of service with the Bank, with such service credited
        from January 1, 1993 (i.e.,
        as of
        January 1, 2006).

      


      2.2    Distribution
        Schedule.
        Distributions under this Amended Agreement shall be in accordance with the
        schedule described herein for the applicable distribution event. Executive
        shall
        have no discretion to accelerate or defer any of the scheduled payments other
        than in accordance with Section 409A of the Code and its applicable
        regulations.

      


      2.3    Maximum
        Benefit.
        The
        maximum benefit payable under this Amended Agreement shall be Two Million
        Four
        Hundred Thousand Dollars ($2,400,000). 

      


      2.4    Payment
        Period.
        Except
        as otherwise indicated below, payments in accordance with this Amended Agreement
        shall be made monthly for a period of twenty (20) years (two hundred forty
        (240)
        months).

      


      ARTICLE
        3

      Retirement

      


      3.1    Retirement.
        Beginning no later than March 15 of the year immediately following his
        Retirement from the Bank, Executive shall be entitled to receive the annual
        sum
        of One Hundred Thousand Dollars ($100,000) for the duration of the Payment
        Period, payable in equal monthly installments. 

      


      3.2    Early
        Retirement.
        In the
        event Executive retires from employment with the Bank after achieving the
        Minimum Service Requirement but prior to reaching Retirement Age, he shall
        be
        entitled to receive annual payments during the Payment Period as
        follows:

      


      
        	
                13
                  years of service:

              	 	
                $

              	
                75,000

              	 
	
                14

              	 	
                $

              	
                80,000

              	 
	
                15
                  

              	 	
                $

              	
                85,000

              	 
	
                16

              	 	
                $

              	
                90,000

              	 
	
                17

              	 	
                $

              	
                95,000

              	 
	
                18
                  and thereafter

              	 	
                $

              	
                100,000

              	 


      

      


      Notwithstanding
        the date of early retirement, the Payment Period shall begin no later than
        March
        15 of the year immediately following the year in which Executive reaches
        Retirement Age.

      


      3.3    Death
        After Retirement.
        If the
        Executive dies after Retirement but prior to receiving the full amount of
        monthly payments to which he is entitled under this Article 3, the Bank will
        continue to make such monthly payments to his Beneficiary.



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        4

      Death
        or Disability

      


      4.1    Death
        Prior to Retirement.
        In the
        event that the Executive should die while actively employed by the Bank at
        any
        time after Effective Date, the Bank will pay the annual sum of One Hundred
        Thousand dollars ($100,000) to the Beneficiary for the duration of the Payment
        Period. The Payment Period shall commence no later than six (6) months after
        the
        date of death.

      


      4.2    Disability.
        In the
        event that Executive employment is terminated as a result of Disability prior
        to
        attaining Retirement Age, the Bank will pay the annual sum of One Hundred
        Thousand dollars ($100,000) to the Beneficiary for the duration of the Payment
        Period. The Payment Period shall begin no later than March 15, of the year
        immedicately following his termination

       

      ARTICLE
        5

      Termination
        other than for Retirement

      


      5.1    Termination
        for Cause.
        If the
        Executive is Terminated for Cause prior to Retirement, then he shall be entitled
        to the benefits payable with respect to early retirement under Section 3.2
        above; provided, however, that the Payment Period shall be for one year (12
        months) only.

      


      5.2    Vesting
        on a Change in Control.
        Notwithstanding anything to the contrary contained herein, in the event of
        a
        Change in Control, the early benefits schedule described in 3.2 above shall
        become fully vested and annual benefits payable as a result of any termination
        hereunder (including for early retirement, Disability and Cause) shall be
        $100,000, subject to the applicable Payment Period and timing conditions
        described herein. If such vesting results in any payment that would be an
        “Excess Parachute Payment” under Section 280G of the Code, the Bank shall take
        whatever steps are necessary to ensure that Executive receives the full benefit
        to which he is entitled hereunder, including (by way of example only), extending
        the Payment Period and/or grossing up the payment to cover any additional
        excise
        taxes.

      


      ARTICLE
        6

      Miscellaneous

      


      6.1    Funding
        of Amended Agreement.
        The
        Bank may, but is not required to, voluntarily invest in a life insurance
        policy,
        insuring the life of the Executive, to help fulfill its obligations to pay
        benefits to the Beneficiary of Executive pursuant to this Amended Agreement.
        The
        specified benefits are payable to the Executive or his beneficiaries pursuant
        to
        the terms of this Amended Agreement, whether or not such life insurance is
        purchased by or payable to the Bank. In the event the Bank purchases life
        insurance, insuring the life of the Executive, the cash surrender value of
        such
        life insurance shall belong to and be a general asset of the Bank.

      


      6.2    Termination
        or Modification.
        This
        Amended Agreement is the entire agreement between the parties on this subject
        matter and may not be modified or abrogated orally or by course of dealing,
        but
        only by another instrument in writing duly executed by the parties.


      


      6.2    Prohibition
        Against Assignment by Executive.
        Neither
        Executive nor his Beneficiary shall have the right to assign the benefits
        payable under this Amended Agreement without the written permission of the
        Bank.

      


      6.3    Governing
        Law.
        This
        Agreement shall be governed and construed in accordance with the laws of
        the
        state of California, without regard to any applicable conflicts of law
        rules.

      


      6.4    Titles
        and Headings.
        The
        titles, captions and headings of this Agreement are included for ease of
        reference only and will be disregarded in interpreting or construing this
        Agreement. 

      


      6.5    Counterparts.
        This
        Agreement may be executed in counterparts, each of which will be deemed an
        original, but all of which together will constitute one and the same
        instrument.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      6.6    Compliance
        with Section 409A of the Code .
        This
        Agreement is intended to constitute an enforceable contract for the payment
        of
        certain retirement and death benefits. This
        Amended Agreement is not intended to be a funded pension plan under the Employee
        Retirement Income Security Act of 1974, nor is it intended to
        constitute a "nonqualified deferred compensation plan" within the meaning
        of
        Section 409A of the Code. Notwithstanding the foregoing, in the event this
        Agreement and/or any benefit paid to the Employee hereunder is deemed to
        be
        subject to Section 409A of the Code, this Agreement shall be amended as
        reasonably necessary to bring this Agreement and/or any such benefit into
        compliance with Section 409A of the Code, without reducing the amounts of
        any
        benefits due to the Employee hereunder.

      


      6.7    Participation
        in Other Plans.
        Nothing
        contained in this Agreement shall be construed to alter, abridge or in any
        manner affect the rights and privileges of the Executive to participate in
        and
        be covered by any pension, profit sharing, group insurance, bonus or similar
        employee plans which the Bank may now or hereafter have.

      


      6.8    Not
        a
        Contract of Employment.
        This
        Agreement shall not be deemed to constitute a contract of employment between
        the
        parties hereto, nor shall any provision hereof restrict the right of the
        Bank to
        discharge the Executive, or restrict the right of the Executive to terminate
        his
        employment.

      


      IN
        WITNESS WHEREOF, the
        Bank
        has caused this to be duly executed by its Chairman of the Board and its
        corporate seal affixed, duly attested by its Secretary, and the Executive
        has
        hereunto set his hand at Santa Rosa, California. 

      


      


      


      
        	
                EXECUTIVE:

              	 	
                SONOMA
                  NATIONAL BANK 

              	 
	 	 	 	 
	
                /s/
                  David F. Titus

              	 	
                /s/
                  James B. Keegan, Jr.

              	 
	
                David
                  F. Titus

              	 	
                Title:
                  Chairman of the Board