Exhibit 99.39
409A Amendment to the
FIRST NATIONAL BANK OF NORTHERN CALIFORNIA
Salary Continuation Agreement for
JAMES B. RAMSEY
The FIRST NATIONAL BANK OF NORTHERN CALIFORNIA ("Company") and JAMES B.
RAMSEY ("Executive") originally entered into the FIRST NATIONAL BANK OF NORTHERN
CALIFORNIA Salary Continuation Agreement ("Agreement") on December 31, 1999,
which was subsequently amended and restated on December 14, 2001, and September
14, 2004. Pursuant to Section 6.1 of the Agreement, the Company and the
Executive hereby adopt this 409A Amendment, effective January 1, 2005.
RECITALS
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This 409A Amendment is intended to bring the Agreement into full
compliance with the requirements of Internal Revenue Code Section 409A. In
addition, this amendment changes the timing of the Executive's Normal Retirement
Benefit to a specified date, as permitted under the 409A transition rules,
provided that the change does not cause new payments to be made in 2006 or
change payments already scheduled to be made in 2006.
Therefore, the following changes shall be made:
7. Section 1.10 Normal Retirement Date shall be deleted in its entirety.
8. Sections 2.1, 2.1.1, and 2.1.2 shall be deleted in their entirety and
replaced with the following Section 2.1:
2.1 Normal Retirement Benefit. The Normal Retirement Benefit under this
Section shall be an annual amount equal to seventy thousand dollars
($70,000). The Company shall pay the annual benefit to the Executive in
twelve (12) equal monthly installments commencing on January 1, 2007.
Such installment payments to the Executive shall continue for a period
of twenty (20) years. This benefit shall be paid in lieu of any other
benefit under this Agreement. In addition, the Company, in its sole
discretion, may increase the annual benefit under this Section 2.1,
provided any such increase shall be reflected on a new Schedule A.
9. Section 2.6 shall be added to the Agreement and shall read as follows:
Notwithstanding anything to the contrary in this Agreement, to the
extent that any benefit under this Agreement is intended by the parties
hereto to provide for a benefit distribution upon "Termination of
Employment," "Termination of Service," or other similar severance from
employment event (as contemplated in Section 409A(a)(2)(A)(i)), such
distribution shall not be deemed a permissible distribution and will
not be made to the Executive unless and until such event complies in
all respects with the applicable rules and regulations set forth under
Section 409A of the Code regarding a "Separation from Service"
distribution.
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10. A new Section 2.7 shall be added to the Agreement, and shall read as
follows:
Restriction on Timing of Distribution. Notwithstanding any provision of
this Agreement to the contrary, distributions to Executive may not
commence earlier than six (6) months after the date of a Separation
from Service if, pursuant to Section 409A of the Code and regulations
and guidance promulgated there under, Executive is considered a
"specified employee" under Section 416(i) of the Code. In the event a
distribution is delayed pursuant to this Section 2.6, the originally
scheduled payment shall be delayed for 6 months, and shall commence
instead on the first day of the seventh month following the delay. If
payments are scheduled to be made in installments, the first six months
of installment payments shall be delayed, aggregated, and paid instead
on the first day of the seventh month, after which all installment
payments shall be made on their regular schedule. If payment is
scheduled to be made in a lump sum, the lump sum payment shall be
delayed for six months and instead be made on the first day of the
seventh month.
11. A new Section 6.3 shall be added to the Agreement and shall read as
follows:
6.3 Should the Company or the Executive amend or terminate this
Agreement pursuant to Sections 6.1 or 6.2 above, any such amendment or
termination shall in all respects comply with Section 409A of the Code,
including but not limited to, the restrictions on distributions following plan
termination and the rules governing subsequent changes to distribution
elections.
Therefore, the foregoing changes are agreed to.
/s/ JAMES D. BLACK /s/ JAMES B. RAMSEY
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JAMES D. BLACK For the Company JAMES B. RAMSEY
Date: July 21, 2006 Date: July 21, 2006
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