United States
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 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)
September 9, 2004
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FNB BANCORP
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
000-49693 92-2115369
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(Commission File Number) (IRS Employer Identification No.)
975 El Camino Real, South San Francisco, California 94080
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 588-6800
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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 (see General Instruction A.2. below):
[ ] 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-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 9, 2004, First National Bank of Northern California (the
"Bank"), a national banking association wholly owned by the registrant, entered
into Salary Continuation Agreements and Split-Dollar Agreements with Jim D.
Black, President of the registrant and the Bank and with Anthony J. Clifford,
Executive President and Chief Operating Officer of the registrant and the Bank.
The Agreements provide for annual benefits to be paid to Mr. Black or his
designated beneficiary of up to $122,600 per year over a period of 20 years; and
annual benefits to be paid to Mr. Clifford or his designated beneficiary of up
to $140,700 per year over a period of 20 years. Such benefits are effective in
each case upon: (a) attainment of 65 years of age or his death or disability
prior to such time if he is actively employed by the Bank at the time; (b)
termination of his employment by the Bank without "cause" (as defined in the
Agreements); and (c) termination or constructive termination of his employment
by the Bank after the occurrence of a "change in control" of the Bank (as
defined in the Agreements).
Copies of the Salary Continuation Agreements and Split-Dollar
Agreements between the Bank and Messrs. Black and Clifford are attached to this
report as Exhibit 10.27 and Exhibit 10.28, respectively, and are incorporated
here by reference.
The Bank purchased life insurance policies on the life of Jim D. Black
and on the life of Anthony J. Clifford on July 13, 2004. The Bank is the sole
owner and a co-beneficiary under such life insurance policies, which policies
indirectly offset the anticipated costs for certain death, disability and
post-employment/retirement benefits for Messrs. Black and Clifford. The Bank is
the beneficiary of the remaining death proceeds of the policies after the
interests of Messrs. Black and Clifford have been paid to the beneficiaries
designated by Messrs. Black and Clifford, respectively. If either executive dies
while in the active service of the Bank, the Bank will pay to the executive's
designated beneficiary the present value of the stream of payments the executive
would have received under his Salary Continuation Agreement if the executive had
reached retirement age. If either executive dies after any benefit payments have
commenced under his Salary Continuation Agreement, or after being entitled to a
benefit but prior to commencement of benefit payments, the Bank will pay to the
executive's designated beneficiary a split dollar death benefit equal to the
present value of the remaining stream of payments under his Salary Continuation
Agreement. The cash surrender value of each insurance policy, which is expected
to increase over the term of the policy, is included among the "other assets" on
the consolidated balance sheet of the registrant.
Also on September 9, 2004, the Bank entered into an Amended and
Restated Salary Continuation Agreement and Split-Dollar Agreement with James B.
Ramsey, Senior Vice President and Chief Financial Officer of the registrant and
the Bank, amending and superseding the existing Salary Continuation Agreement
between the Bank and Mr. Ramsey, dated as of December 31, 1999, as amended
December 14, 2001. The Agreement provides for annual benefits to be paid to Mr.
Ramsey or his designated beneficiary of up to $70,000 per year over a period of
20 years. Such benefits are effective in each case upon: (a) attainment of 65
years of age or his death or disability prior to such time if he is actively
employed by the Bank at the time; (b) termination of his employment by the Bank
without "cause" (as defined in the Agreements); and (c) termination or
constructive termination of his employment by the Bank after the occurrence of a
"change in control" of the Bank (as defined in the Agreements).
The Bank purchased additional life insurance policies on the life of
James B. Ramsey on July 14, 2004, supplementing the life insurance policy
previously purchased by the Bank on the life of Mr. Ramsey. The Bank is the sole
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owner and a co-beneficiary under such life insurance policies, which policies
indirectly offset the anticipated costs for certain death, disability and
post-employment/retirement benefits for Mr. Ramsey. The Bank is the beneficiary
of the remaining death proceeds of the policies after the interest of Mr. Ramsey
has been paid to the beneficiary designated by Mr. Ramsey. If Mr. Ramsey dies
while in the active service of the Bank, the Bank will pay to his designated
beneficiary the present value of the stream of payments Mr. Ramsey would have
received under his Salary Continuation Agreement if he had reached retirement
age. If Mr. Ramsey dies after any benefit payments have commenced under his
Salary Continuation Agreement, or after being entitled to a benefit but prior to
commencement of benefit payments, the Bank will pay to Mr. Ramsey's designated
beneficiary a split dollar death benefit equal to the present value of the
remaining stream of payments under his Salary Continuation Agreement. The cash
surrender value of such insurance policies, which is expected to increase over
the term of the policies, is included among the "other assets" on the
consolidated balance sheet of the registrant.
A copy of the Amended and Restated Salary Continuation Agreement and
Split-Dollar Agreement between the Bank and Mr. Ramsey is attached to this
report as Exhibit 10.29 and is incorporated here by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.27 Salary Continuation Agreement and Split-Dollar Agreement for
Jim D. Black
10.28 Salary Continuation Agreement and Split-Dollar Agreement for
Anthony J. Clifford
10.29 Amended and Restated Salary Continuation Agreement and
Split-Dollar Agreement for James B. Ramsey
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.
FNB BANCORP (Registrant)
Dated: September 9, 2004. By: /s/ JAMES B. RAMSEY
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James B. Ramsey
Senior Vice President and
Chief Financial Officer
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