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)
July 21, 2006
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FNB BANCORP
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
000-49693 92-2115369
(Commission File Number) (IRS Employer Identification No.)
975 El Camino Real, South San Francisco, California 94080
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 588-6800
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 July 21, 2006, First National Bank of Northern California (the
"Bank"), the wholly owned subsidiary of the registrant (FNB Bancorp), entered
into amendments of the Salary Continuation Agreements previously executed with
Jim D. Black (President of the Bank and FNB Bancorp), Anthony J. Clifford
(Executive Vice President and Chief Operating Officer of the Bank and FNB
Bancorp), and James B. Ramsey (Senior Vice President and Chief Financial Officer
of the Bank and FNB Bancorp). The purpose for these amendments was to bring each
Salary Continuation Agreement into full compliance with the requirements of
Internal Revenue Code Section 409A, effective January 1, 2005. Copies of the
amendments are attached to this report as Exhibits 99.37, 99.38 and 99.39,
respectively, and are incorporated here by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.37 Amendment of Salary Continuation Agreement with
Jim D. Black
99.38 Amendment of Salary Continuation Agreement with
Anthony J. Clifford
99.39 Amendment of Salary Continuation Agreement with
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: July 21, 2006. By: /s/ JAMES B. RAMSEY
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James B. Ramsey
Senior Vice President and
Chief Financial Officer
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