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): December 31, 2005
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NORTH VALLEY BANCORP
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(Exact name of registrant as specified in its charter)
CALIFORNIA 0-10652 94-2751350
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(State or other jurisdiction (File Number) (I.R.S. Employer
of incorporation) identification number)
300 Park Marina Circle, Redding, CA 96001
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(Address of principal executive offices and zip code)
(530) 226-2900
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(Registrant's telephone number, including area code)
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 240.13c-4(c))
Item 5.02: Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Executive Vice President/Chief Administrative Officer Jack R. Richter
has retired, effective December 31, 2005. Mr. Richter has served as the
principal operating officer of North Valley Bancorp since October 1999. Prior to
that, and since joining the company on April 14, 1998, he served as Chief Credit
Officer. On December 31, 2005, North Valley Bancorp entered into a Salary
Continuation Plan (effective as of January 1, 2005) with Mr. Richter, amending
and restating the Salary Continuation Agreement executed between North Valley
Bank and Mr. Richter in October 2001. Under the terms of the Salary Continuation
Plan, North Valley Bancorp will pay Mr. Richter a retirement benefit of $7,882
each month for 180 months commencing on February 1, 2006. A copy of the Salary
Continuation Plan is filed as an exhibit to this report and is incorporated
herein by this reference.
As previously reported in the North Valley Bancorp Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2005, filed with the
Commission on November 9, 2005, Executive Vice President Scott Louis has been
appointed to the position of Chief Operating Officer (principal operating
officer) for North Valley Bancorp and its subsidiary banks, North Valley Bank
and NVB Business Bank. The appointment has been made effective as of December
31, 2005. Pursuant to his Employment Agreement with North Valley Bancorp, Mr.
Louis will be paid an annual salary of $120,000 and will receive the following
additional benefits: automobile expense allowance of $500 per month; eligibility
to be paid incentive compensation; eligibility to participate in the Executive
Deferred Compensation Plan and the Salary Continuation Plan; and other ordinary
and group benefits offered by the company. A copy of the form of Employment
Agreement entered into between North Valley Bancorp and Mr. Louis was filed as
an exhibit to the Form 10-Q for the quarterly period ending September 30, 2005,
as Exhibit 99.91, and is incorporated herein by this reference. Scott Louis
served as Senior Vice President of North Valley Bancorp from April 2005.
Previously, he was a First Vice President with Farmers and Merchants Bank, Lodi,
California, in the Retail Banking Division (since June 2003), and prior to that
Mr. Louis was an Investment Representative with Edward Jones Investments in
Houston, Texas (since March 2001). Mr. Louis began his financial services career
with Bank of America in 1971, progressing to the position of Regional Vice
President, Retail Bank Division, based in Houston, Texas.
Item 9.01: Financial Statements and Exhibits
(c) Exhibits
99.102 North Valley Bancorp Salary Continuation Plan with Jack
R. Richter, dated December 31, 2005
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SIGNATURE
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.
NORTH VALLEY BANCORP
By: /s/ LEO J. GRAHAM
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Leo J. Graham
Dated: January 6, 2006 General Counsel / Corporate Secretary
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