SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 12, 2005
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NORTH BAY BANCORP
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(Exact name of registrant as specified in its charter)
California 0-31080 68-0434802
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1190 Airport Road, Suite 101, Napa, California 94558
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (707) 257-8585
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N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4c))
Item 1.01 Entry Into Material Definitive Agreement
John Nerland Supplemental Employee Retirement Plan
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Summary of Principal Terms of Nerland Supplemental Employee Retirement Plan.
On December 12, 2005, John Nerland, President of Solano Bank, a division of The
Vintage Bank (North Bay Bancorp's wholly-owned subsidiary), agreed to and enter
into a Participation Agreement under the North Bay Bancorp 2005 Supplemental
Employee Retirement Plan (the "SERP"). The participation agreement is in the
form previously filed with the SERP as Exhibit 10.2 to North Bay Bancorp's
Quarterly Report on Form 10-Q for the Quarter ended September 30, 2005.
Under the participation agreement, Mr. Nerland will receive a defined cash
benefit payable monthly upon retirement upon reaching age 65 (or upon or after
age 62 with a reduced benefit), subject to the terms set forth in the
participation agreement agreement. Benefits under the agreement vest over a five
year periods at the rate of 20% per year beginning after September 30, 2007.
Yearly benefits will continue until his death subject to forfeiture in the event
of unfair competition with The Vintage Bank prior to commencement of benefits.
The defined cash benefit per year payable to Mr. Nerland, assuming 100% vesting,
is $75,000. This amount will be increased annually at the rate of two percent
(2%) per year from the date of commencement of payments until death.
If Mr. Nerland elects early retirement or elects to receive payments prior to
age 65, he shall receive the greater of the actuarial equivalent or that amount
calculated as follows:
Benefits to be received shall be decreased by a percentage calculated by
subtracting his age as of the date payments are to commence (which cannot be
earlier than age 62) from 65 and multiplying the result by a factor of five (5).
For example, a 15% reduction of benefits would occur if the age at which Mr.
Nerland's payments are to commence is 62 (65-62=3x5=15%). In such case, annual
benefits would be $63,750.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 13, 2005 NORTH BAY BANCORP
/s/ Terry L. Robinson
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Terry L. Robinson, President and Chief
Executive Officer (Principal Executive Officer)
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