Common use of Excess Parachute Payment Clause in Contracts

Excess Parachute Payment. If all or any portion of the amounts payable to the Executive under this Agreement, either alone or together with other payments which the Executive has the right to receive from the Bank, constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), the Bank shall be responsible for the payment of such excise tax such that the Executive is in the same after-tax position as if there were no excise tax (a “gross-up”), and the Bank (and its successor) shall be responsible for any loss of deductibility related thereto. The determination of the amount of any such excise taxes shall be made by the independent accounting firm employed by the Bank immediately prior to the Change in Control. If at a later date it is determined (pursuant to final regulations or published rulings of the IRS, final judgment of a court of competent jurisdiction or otherwise) the amount of excise taxes payable by the Executive is greater than the amount initially determined, then the Bank (or its successor) shall pay the Executive an amount equal to the sum of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to such amounts. The “gross-up” payment described in this Section 2.5.3 shall expire on December 31, 2017, following which the Executive shall have sole responsibility for any excise tax, income tax, and any other penalty or tax associated with a payment made under this Agreement. FIRST NATIONAL BANK OF NORTHERN CALIFORNIA AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Excess Parachute Payment. If all In the event that any payment or benefit received or to be received by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement or any portion of other plan, arrangement or agreement by the amounts payable Company, any predecessor or successor to the Executive under this AgreementCompany or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control, either alone or together with other payments which the Executive has the right to receive from the Bank, constitute “excess parachute payments” both within the meaning of Section 280G 1504 of the Internal Revenue Code of 1986, as amended (the “"Code”)") (collectively all such payments are hereinafter referred to as the "Total Payments") is deemed to be an "Excess Parachute Payment" (in whole or in part) to Executive as a result of Section 280G and/or 4999 of the Code, that are subject as in effect at such time, no change shall be made to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from (B) the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999 of the Code (or similar tax and/or assessment), Code. It is the Bank shall be responsible for the payment of such excise tax such Company's intention that the Executive is in the same Executive's net after-tax position as if there were no excise tax (a “gross-up”), be identical to that which would have obtained had Sections 280G and the Bank (and its successor) shall be responsible for any loss of deductibility related thereto. The determination 4999 not been part of the amount Code. For purposes of any such excise taxes implementing this Section 6.2, (i) no portion, if any, of the Total Payments, the receipt or enjoyment of which Executive shall be made by the independent accounting firm employed by the Bank immediately have effectively waived in writing prior to the Change in Control. If at a later date it is determined (pursuant to final regulations or published rulings of payment of the IRSTotal Payments, final judgment of a court of competent jurisdiction or otherwiseshall be taken into account, and (ii) the amount value of excise taxes payable any non-cash benefit or any deferred cash payment included in the Total Payments shall be determined by the Executive is greater than Company's independent auditors in accordance with the amount initially determined, then principles of Sections 280G(d)(3) and (4) of the Bank (or its successor) shall pay the Executive an amount equal to the sum of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to such amountsCode. The “gross-up” payment described in this Section 2.5.3 shall expire on December 31, 2017, following which the Executive shall have sole responsibility for any excise tax, income tax, and any other penalty or tax associated with a payment made under this Agreement. FIRST NATIONAL BANK OF NORTHERN CALIFORNIA AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT6.3

Excess Parachute Payment. If all or any portion Executive incurs the tax (the “Excise Tax”) imposed by Section 4999 of the amounts payable to Internal Revenue Code of 1986 (the Executive under this Agreement, either alone or together with other payments which the Executive has the right to receive from the Bank, constitute “Code”) on “excess parachute payments” within the meaning of Section 280G 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), the Bank shall be responsible for the payment of such excise tax Company will pay to Executive an amount such that the net amount retained by Executive, after deduction of any Excise Tax on the excess parachute payment and any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax upon the payment provided for by this sentence, will be equal to the Severance Amount. In addition, if pursuant to the immediately preceding sentence a full gross up payment is not made to Executive is for the entire amount of Excise Tax (and any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payment provided for in the same after-tax position as if there were no excise tax (immediately preceding sentence) incurred by Executive in connection with the first event constituting a “gross-up”)Change in Control, and then the Bank Company will pay to Executive an additional amount that, after taking into account the amount payable pursuant to the immediately preceding sentence, will completely gross up the Executive for the entire amount of Excise Tax (and its successor) shall be responsible for any loss of deductibility related thereto. The determination of federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payments provided for by this Subparagraph 8(b)(i)); provided, however, that any payment made pursuant to this sentence will not exceed an amount of any such excise taxes shall be made by equal to twice the independent accounting firm employed by the Bank Executive’s Base Salary or Adjusted Base Salary, as applicable, in effect immediately prior to the date of the Change in Control. If at a later date it is determined (The payments made pursuant to final regulations or published rulings this Subparagraph 8(b)(i) are collectively referred to herein as the “Gross Up Payments”. It is the intent that the Gross Up Payments provided for by this Subparagraph 8(b)(i) place Executive in the same position Executive would have been in had no Excise Tax been imposed, subject to the limitation on the Gross Up Payment provided for in the second sentence of the IRS, final judgment of a court of competent jurisdiction or otherwisethis Subparagraph 8(b)(i) the amount of excise taxes payable by the Executive is greater than the amount initially determined, then the Bank (or its successor) shall pay the Executive an amount equal to the sum proviso of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to such amounts. The “gross-up” payment described in this Section 2.5.3 shall expire on December 31, 2017, following which the Executive shall have sole responsibility for any excise tax, income tax, and any other penalty or tax associated with a payment made under this Agreement. FIRST NATIONAL BANK OF NORTHERN CALIFORNIA AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENTsentence.

Excess Parachute Payment. If all or any portion of Executive incurs the amounts payable to tax (the Executive under this Agreement, either alone or together with other payments which the Executive has the right to receive from the Bank, constitute “excess parachute payments” within the meaning of "Excise Tax") imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended 1986 (the “"Code”), that are subject to ") on "excess parachute payments" within the excise tax imposed by meaning of Section 4999 280G(b)(1) of the Code (or similar tax and/or assessment)Code, the Bank shall be responsible for the payment of such excise tax Company will pay to Executive an amount such that the net amount retained by Executive, after deduction of any Excise Tax on the excess parachute payment and any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax upon the payment provided for by this sentence, will be equal to the Severance Amount. In addition, if pursuant to the immediately preceding sentence a full gross up payment is not made to Executive is for the entire amount of Excise Tax (and any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payment provided for in the same after-tax position as if there were no excise tax (immediately preceding sentence) incurred by Executive in connection with the first event constituting a “gross-up”)Change in Control, and then the Bank Company will pay to Executive an additional amount that, after taking into account the amount payable pursuant to the immediately preceding sentence, will completely gross up the Executive for the entire amount of Excise Tax (and its successor) shall be responsible for any loss of deductibility related thereto. The determination of federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payments provided for by this Subparagraph 8(b)(i)); provided, however, that any payment made pursuant to this sentence will not exceed an amount of any such excise taxes shall be made by equal to twice the independent accounting firm employed by the Bank Executive's Base Salary or Adjusted Base Salary, as applicable, in effect immediately prior to the date of the Change in Control. If at a later date it is determined (The payments made pursuant to final regulations or published rulings this Subparagraph 8(b)(i) are collectively referred to herein as the "Gross Up Payments". It is the intent that the Gross Up Payments provided for by this Subparagraph 8(b)(i) place Executive in the same position Executive would have been in had no Excise Tax been imposed, subject to the limitation on the Gross Up Payment provided for in the second sentence of the IRS, final judgment of a court of competent jurisdiction or otherwisethis Subparagraph 8(b)(i) the amount of excise taxes payable by the Executive is greater than the amount initially determined, then the Bank (or its successor) shall pay the Executive an amount equal to the sum proviso of such additional excise taxes, any interest, fines sentence. Subparagraph 8(b)(ii) is hereby deleted in its entirety and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse replaced with the Executive for any income, excise or other taxes payable by the Executive with respect to such amounts. The “gross-up” payment described in this Section 2.5.3 shall expire on December 31, 2017, following which the Executive shall have sole responsibility for any excise tax, income tax, and any other penalty or tax associated with a payment made under this Agreement. FIRST NATIONAL BANK OF NORTHERN CALIFORNIA AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENTfollowing:

Excess Parachute Payment. If all or any portion it is determined, in the opinion of the amounts payable Bank's independent accountants, in consultation, if necessary, with the Bank's independent legal counsel, that any amount paid under this Agreement due to a Change of Control, either separately or in conjunction with any other payments, benefits and entitlements received by the Executive in respect of a Change of Control under this Agreement, either alone any other plan or together with other payments agreement under which the Executive has the right participates or to receive from the Bankwhich he is a party, would constitute “excess parachute payments” an "Excess Parachute Payment" within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), that are and thereby be subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessmentthe "Excise Tax"), then in such event the Bank shall be responsible pay to the Executive a "grossing-up" amount equal to the amount of such Excise Tax, plus all federal and state income or other taxes with respect to the payment of the amount of such Excise Tax, including all such taxes with respect to any such grossing-up amount. If, at a later date, the Internal Revenue Service assesses a deficiency against the Executive for the Excise Tax which is greater than that which was determined at the time such amounts were paid, then the Bank shall pay to the Executive the amount of such unreimbursed Excise Tax plus any interest, penalties and reasonable professional fees or expenses incurred by the Executive as a result of such assessment, including all such taxes with respect to any such additional amount. The highest marginal tax rate applicable to individuals at the time of the payment of such excise tax such that amounts will be used for purposes of determining the Executive is in the same after-tax position as if there were no excise tax (a “gross-up”), federal and the Bank (state income and its successor) shall be responsible for any loss of deductibility related other taxes with respect thereto. The determination Bank shall withhold from any amounts paid under this Agreement the amount of any Excise Tax or other federal, state or local taxes then required to be withheld with respect to the amount paid hereunder. Computations of the amount of any such excise taxes grossing-up supplemental compensation paid under this subparagraph shall be conclusively made by the Bank's independent accounting firm employed by accountants, in consultation, if necessary, with the Bank's independent legal counsel. If, after the Executive receives any gross-up payments or other amount pursuant to this Section 7.3, the Executive receives any refund with respect to the Excise Tax, the Executive shall promptly pay the Bank immediately prior to the Change in Control. If at a later date it is determined (pursuant to final regulations or published rulings of the IRS, final judgment of a court of competent jurisdiction or otherwise) the amount of excise taxes payable such refund within ten (10) days of receipt by the Executive is greater than the amount initially determined, then the Bank (or its successor) shall pay the Executive an amount equal to the sum of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to such amounts. The “gross-up” payment described in this Section 2.5.3 shall expire on December 31, 2017, following which the Executive shall have sole responsibility for any excise tax, income tax, and any other penalty or tax associated with a payment made under this Agreement. FIRST NATIONAL BANK OF NORTHERN CALIFORNIA AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENTExecutive.

Excess Parachute Payment. If all or any portion of Executive incurs the amounts payable to tax (the Executive under this Agreement, either alone or together with other payments which the Executive has the right to receive from the Bank, constitute “excess parachute payments” within the meaning of "Excise Tax") imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended 1986 (the “"Code”), that are subject to ") on "excess parachute payments" within the excise tax imposed by meaning of Section 4999 280G(b)(1) of the Code (or similar tax and/or assessment)Code, the Bank shall be responsible for the payment of such excise tax Company will pay to Executive an amount such that the net amount retained by Executive, after deduction of any Excise Tax on the excess parachute payment and any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax upon the payment provided for by this sentence, will be equal to the Severance Amount. In addition, if pursuant to the immediately preceding sentence a full gross up payment is not made to Executive is for the entire amount of Excise Tax (and any federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payment provided for in the same after-tax position as if there were no excise tax (immediately preceding sentence) incurred by Executive in connection with the first event constituting a “gross-up”)Change in Control, and then the Bank Company will pay to Executive an additional amount that, after taking into account the amount payable pursuant to the immediately preceding sentence, will completely gross up the Executive for the entire amount of Excise Tax (and its successor) shall be responsible for any loss of deductibility related thereto. The determination of federal, state and local income taxes and employment taxes (together with penalties and interest) and Excise Tax on the payments provided for by this Subparagraph 8(b)(i)); provided, however, that any payment made pursuant to this sentence will not exceed an amount of any such excise taxes shall be made by equal to twice the independent accounting firm employed by the Bank Executive's Base Salary or Adjusted Base Salary, as applicable, in effect immediately prior to the date of the Change in Control. If at a later date it is determined (The payments made pursuant to final regulations or published rulings this Subparagraph 8(b)(i) are collectively referred to herein as the "Gross Up Payments". It is the intent that the Gross Up Payments provided for by this Subparagraph 8(b)(i) place Executive in the same position Executive would have been in had no Excise Tax been imposed, subject to the limitation on the Gross Up Payment provided for in the second sentence of the IRS, final judgment of a court of competent jurisdiction or otherwisethis Subparagraph 8(b)(i) the amount of excise taxes payable by the Executive is greater than the amount initially determined, then the Bank (or its successor) shall pay the Executive an amount equal to the sum proviso of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to such amounts. The “gross-up” payment described in this Section 2.5.3 shall expire on December 31, 2017, following which the Executive shall have sole responsibility for any excise tax, income tax, and any other penalty or tax associated with a payment made under this Agreement. FIRST NATIONAL BANK OF NORTHERN CALIFORNIA AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENTsentence.

Excess Parachute Payment. If all or any portion it is determined, in the opinion of the amounts payable Company's independent accountants, in consultation, if necessary, with the Company's independent legal counsel, that any amount paid under this Agreement due to a Change of Control, either separately or in conjunction with any other payments, benefits and entitlements received by the Executive in respect of a Change of Control under this Agreement, either alone any other plan or together with other payments agreement under which the Executive has the right participates or to receive from the Bankwhich he is a party, would constitute “excess parachute payments” an "Excess Parachute Payment" within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), that are and thereby be subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessmentthe "Excise Tax"), then in such event the Bank Company shall be responsible pay to the Executive a "grossing-up" amount equal to the amount of such Excise Tax, plus all federal and state income or other taxes with respect to the payment of the amount of such Excise Tax, including all such taxes with respect to any such grossing-up amount. If, at a later date, the Internal Revenue Service assesses a deficiency against the Executive for the Excise Tax which is greater than that which was determined at the time such amounts were paid, then the Company shall pay to the Executive the amount of such unreimbursed Excise Tax plus any interest, penalties and reasonable professional fees or expenses incurred by the Executive as a result of such assessment, including all such taxes with respect to any such additional amount. The highest marginal tax rate applicable to individuals at the time of the payment of such excise tax such that amounts will be used for purposes of determining the Executive is in the same after-tax position as if there were no excise tax (a “gross-up”), federal and the Bank (state income and its successor) shall be responsible for any loss of deductibility related other taxes with respect thereto. The determination Company shall withhold from any amounts paid under this Agreement the amount of any Excise Tax or other federal, state or local taxes then required to be withheld with respect to the amount paid hereunder. Computations of the amount of any such excise taxes grossing-up supplemental compensation paid under this subparagraph shall be conclusively made by the Company's independent accounting firm employed by accountants, in consultation, if necessary, with the Bank immediately prior Company's independent legal counsel. If, after the Executive receives any gross-up payments or other amount pursuant to this Section 7.3, the Executive receives any refund with respect to the Change in Control. If at a later date it is determined (pursuant to final regulations or published rulings of Excise Tax, the IRS, final judgment of a court of competent jurisdiction or otherwise) Executive shall promptly pay the Company the amount of excise taxes payable such refund within ten (10) days of receipt by the Executive is greater than the amount initially determined, then the Bank (or its successor) shall pay the Executive an amount equal to the sum of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to such amounts. The “gross-up” payment described in this Section 2.5.3 shall expire on December 31, 2017, following which the Executive shall have sole responsibility for any excise tax, income tax, and any other penalty or tax associated with a payment made under this Agreement. FIRST NATIONAL BANK OF NORTHERN CALIFORNIA AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENTExecutive.

Excess Parachute Payment. If all it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to Executive by or on behalf of the Company or any portion of the amounts payable its Affiliates (or any successor to the Executive Company or any of its Affiliates) under this AgreementAgreement or any other plan, either alone program or together with other payments arrangement under which Executive participates or is a party (collectively, the Executive has the right to receive from the Bank“Payments”), would constitute an “excess parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), the Bank shall be responsible for the payment of such excise tax such that the Executive is in the same after-tax position as if there were no excise tax (a “gross-upExcise Tax”), and then the Bank Company shall pay Executive an additional payment (and its successorthe “Excise Tax Gross-Up Payment”) equal to the amount of the excise taxes which Executive is required to pay as a result of any “parachute payments” as defined in Section 280G(b)(1) of the Code made to Executive by or on behalf of the Company, any Affiliate, or any successor of either. In addition to the foregoing, the Excise Tax Gross-Up Payment due to Executive under this Section 7.8 shall be responsible for any loss of deductibility related thereto. The determination increased by the aggregate of the amount of federal, state and local income, excise (excluding any such excise taxes under Section 409A of the Code) and penalty taxes, and any interest on any of the foregoing, for which Executive will be liable on account of the Excise Tax Gross-Up Payment to be made under this Section 7.8, such that Executive will receive the Excise Tax Gross-Up Payment net of all income, excise (excluding any excise taxes under Section 409A of the Code) and penalty taxes, and any interest on any of the foregoing, imposed on Executive on account of the receipt of the Excise Tax Gross-Up Payment. The computation of the Excise Tax Gross-Up Payment shall be made by determined, at the independent accounting firm employed by the Bank immediately prior to the Change in Control. If at a later date it is determined (pursuant to final regulations or published rulings expense of the IRS, final judgment of a court of competent jurisdiction or otherwise) the amount of excise taxes payable by the Executive is greater than the amount initially determined, then the Bank (Company or its successor) shall pay the Executive , by an amount equal to the sum of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to such amounts. The “gross-up” payment described in this Section 2.5.3 shall expire on December 31, 2017, following which the Executive shall have sole responsibility for any excise tax, income tax, and any other penalty or tax associated with a payment made under this Agreement. FIRST NATIONAL BANK OF NORTHERN CALIFORNIA AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENTindependent

Excess Parachute Payment. If all In the event that any payment or benefit received or to be received by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement or any portion of other plan, arrangement or agreement by the amounts payable Company, any predecessor or successor to the Executive under this Agreement, either alone Company or together with other payments which the Executive has the right to receive from the Bank, constitute “excess parachute payments” any corporation affiliated (within the meaning of Section 280G 1504 of the Internal Revenue Code of 1986, as amended (the “"Code”"), that are subject ) with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control (collectively all such payments are hereinafter referred to as the "Total Payments") is deemed to be an "Excess Parachute Payment" (in whole or in part) to Executive within the meaning of Section 280G(b)(1) of the Code, as in effect at such time, no change shall be made to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6 and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from (B) the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999 of the Code (or similar tax and/or assessment), Code. It is the Bank shall be responsible for the payment of such excise tax such Company's intention that the Executive is in the same Executive's net after-tax position as if there were no excise tax (a “gross-up”), be identical to that which would have obtained had Sections 280G and the Bank (and its successor) shall be responsible for any loss of deductibility related thereto. The determination 4999 not been part of the amount Code. For purposes of any such excise taxes implementing this Section 6, (i) no portion, if any, of the Total Payments, the receipt or enjoyment of which Executive shall be made by the independent accounting firm employed by the Bank immediately have effectively waived in writing prior to the Change in Control. If at a later date it is determined (pursuant to final regulations or published rulings of payment of the IRSTotal Payments, final judgment of a court of competent jurisdiction or otherwiseshall be taken into account, and (ii) the amount value of excise taxes payable any non-cash benefit or any deferred cash payment included in the Total Payments shall be determined by the Executive is greater than Company's independent auditors in accordance with the amount initially determined, then principles of Sections 280G(d)(3) and (4) of the Bank (or its successor) shall pay the Executive an amount equal to the sum of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to such amounts. The “gross-up” payment described in this Section 2.5.3 shall expire on December 31, 2017, following which the Executive shall have sole responsibility for any excise tax, income tax, and any other penalty or tax associated with a payment made under this Agreement. FIRST NATIONAL BANK OF NORTHERN CALIFORNIA AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENTCode.

Excess Parachute Payment. If all In the event that any payment or benefit received or to be received by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement or any portion of other plan, arrangement or agreement by the amounts payable Company, any predecessor or successor to the Executive under this AgreementCompany or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control, either alone or together with other payments which the Executive has the right to receive from the Bank, constitute “excess parachute payments” both within the meaning of Section 280G 1504 of the Internal Revenue Code of 1986, as amended (the “"Code”)") (collectively all such payments are hereinafter referred to as the "Total Payments") is deemed to be an "Excess Parachute Payment" (in whole or in part) to Executive as a result of Section 280G and/or 4999 of the Code, that are subject as in effect at such time, no change shall be made to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from (B) the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999 of the Code (or similar tax and/or assessment), Code. It is the Bank shall be responsible for the payment of such excise tax such Company's intention that the Executive is in the same Executive's net after-tax position as if there were no excise tax (a “gross-up”), be identical to that which would have obtained had Sections 280G and the Bank (and its successor) shall be responsible for any loss of deductibility related thereto. The determination 4999 not been part of the amount Code. For purposes of any such excise taxes implementing this Section 6.2, (i) no portion, if any, of the Total Payments, the receipt or enjoyment of which Executive shall be made by the independent accounting firm employed by the Bank immediately have effectively waived in writing prior to the Change in Control. If at a later date it is determined (pursuant to final regulations or published rulings of payment of the IRSTotal Payments, final judgment of a court of competent jurisdiction or otherwiseshall be taken into account, and (ii) the amount value of excise taxes payable any non-cash benefit or any deferred cash payment included in the Total Payments shall be determined by the Executive is greater than Company's independent auditors in accordance with the amount initially determined, then principles of Sections 280G(d)(3) and (4) of the Bank (or its successor) shall pay the Executive an amount equal to the sum of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to such amounts. The “gross-up” payment described in this Section 2.5.3 shall expire on December 31, 2017, following which the Executive shall have sole responsibility for any excise tax, income tax, and any other penalty or tax associated with a payment made under this Agreement. FIRST NATIONAL BANK OF NORTHERN CALIFORNIA AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENTCode.

Excess Parachute Payment. If all Notwithstanding any provision of this Agreement to the contrary, if, in the opinion of independent tax accountants or any portion of counsel selected, retained, and paid for by the amounts payable Companies and reasonably acceptable to the Executive ("Tax Counsel"), any of the compensation or benefits payable, or to be provided, to Executive by the Companies under this Agreement, either alone or together with other payments which the Executive has the right to receive from the Bank, constitute “Agreement would be treated as an excess parachute payments” within the meaning of payment ("Excess Payment") as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), that are subject to the excise tax imposed by Section 4999 280G(b)(1) of the Code (whether alone or similar tax and/or assessmentin conjunction with payments or benefits by the Companies outside of this Agreement), the Bank Companies shall direct Tax Counsel to determine and compare (i) Executive's net income after Executive's payment of all federal, state, and local taxes assuming that all of the compensation and benefits payable by the Companies under this Agreement and all such other arrangements are paid to Executive and Executive pays the "Excise Tax" (as imposed under Code Section 4999); and (ii) Executive's net income after payment of all federal, state and local taxes assuming that the total amount of compensation and benefits payable by the Companies under this Agreement and all such other arrangements is reduced such that no Excess Payment results and the Excise Tax is not triggered. If the amount calculated under (ii) above is less than the amount calculated under (i) above, then the full amount due from the Companies under all such arrangements shall be responsible for payable to Executive. If the payment amount calculated under (ii) above is not less than the amount calculated under (i) above, then the total amount of compensation and benefits payable under all such excise tax arrangements shall be reduced, as provided below, such that Executive shall receive no Excess Payment and shall have no personal liability for Excise Tax. In the Executive is in the same after-tax position as if there were no excise tax (a “gross-up”), and the Bank (and its successor) shall be responsible for any loss of deductibility related thereto. The determination of event that the amount of any such excise taxes payments, including any benefits, which would be payable to or for the benefit of Executive under this Agreement must be modified or reduced to comply with this Section 2.4.4, Executive shall direct which payments are to be modified or reduced. This Section 2.4.4 shall be made by interpreted so as to maximize the independent accounting firm employed by net after-tax dollar value to Executive. In determining whether any Excess Payment exists and the Bank immediately prior most advantageous outcome for Executive, the parties shall take into account all provisions of Code Section 280G, and the Regulations thereunder, including making appropriate adjustments to such calculations for amounts established to be "Reasonable Compensation" as provided in Section 280G(b)(4) of the Code. The Companies and Executive shall cooperate fully with Tax Counsel and provide Tax Counsel with all compensation and benefit amounts, personal tax information, and other information necessary or helpful in calculation of such net after-tax amounts. In the event of any Internal Revenue Service examination, audit, or other inquiry, the Companies and Executive agree to take action to provide, and to cooperate in providing, evidence to the Change in ControlInternal Revenue Service (and, if applicable, the state revenue department) to achieve this goal. If at a later date it is determined (pursuant to final regulations or published rulings of the IRS, final judgment of a court of competent jurisdiction or otherwise) the amount of excise taxes payable by the Executive is greater than the amount initially determined, then the Monterey Bay Bank (or its successor) shall pay the Executive an amount equal to the sum of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to such amounts. The “gross-up” payment described in this Section 2.5.3 shall expire on December 31, 2017, following which the Executive shall have sole responsibility for any excise tax, income tax, and any other penalty or tax associated with a payment made under this Salary Continuation Agreement. FIRST NATIONAL BANK OF NORTHERN CALIFORNIA AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

Excess Parachute Payment. If all In the event that any payment or benefit received or to be received by Executive in connection with a Change of Control, whether payable pursuant to the terms of this Agreement or any portion of other plan, arrangement or agreement by the amounts payable Company, any predecessor or successor to the Executive under this AgreementCompany or any corporation affiliated with the Company or which becomes so affiliated pursuant to the transactions resulting in a Change of Control, either alone or together with other payments which the Executive has the right to receive from the Bank, constitute “excess parachute payments” both within the meaning of Section 280G 1504 of the Internal Revenue Code of 1986, as amended (the “"Code”)") (collectively all such payments are hereinafter referred to as the "Total Payments") is deemed to be an "Excess Payment" (in whole or in part) to Executive as a result of Section 280G and/or 4999 of the Code, that are subject as in effect at such time, no change shall be made to the Total Payments to be made in connection with the Change of Control, except that, in addition to all other amounts to be paid to Executive by the Company hereunder, the Company shall, within thirty (30) days of the date on which any Excess Parachute Payment is made, pay to Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by (i) multiplying the rate of excise tax then imposed by Code Section 4999 by the amount of the "Excess Parachute Payment" received by Executive (determined without regard to any payments made to Executive pursuant to this Section 6.2) and (ii) dividing the product so obtained by the amount obtained by subtracting (A) the aggregate local, state and Federal income tax rates (including the value of the loss of itemized deductions under Section 68 of the Internal Revenue Code) applicable to the receipt by Executive of the "Excess Parachute Payment" (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from (B) the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999 of the Code (or similar tax and/or assessment), Code. It is the Bank shall be responsible for the payment of such excise tax such Company's intention that the Executive is in the same Executive's net after-tax position as if there were no excise tax (a “gross-up”), be identical to that which would have obtained had Sections 280G and the Bank (and its successor) shall be responsible for any loss of deductibility related thereto. The determination 4999 not been part of the amount Code. For purposes of any such excise taxes implementing this Section 6.2, (i) no portion, if any, of the Total Payments, the receipt or enjoyment of which Executive shall be made by the independent accounting firm employed by the Bank immediately have effectively waived in writing prior to the Change in Control. If at a later date it is determined (pursuant to final regulations or published rulings of payment of the IRSTotal Payments, final judgment of a court of competent jurisdiction or otherwiseshall be taken into account, and (ii) the amount value of excise taxes payable any non-cash benefit or any deferred cash payment included in the Total Payments shall be determined by the Executive is greater than Company's independent auditors in accordance with the amount initially determined, then principles of Sections 280G(d)(3) and (4) of the Bank (or its successor) shall pay the Executive an amount equal to the sum of such additional excise taxes, any interest, fines and penalties resulting from such underpayment, plus an amount necessary to substantially reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to such amountsCode. The “gross-up” payment described in this Section 2.5.3 shall expire on December 31, 2017, following which the Executive shall have sole responsibility for any excise tax, income tax, and any other penalty or tax associated with a payment made under this Agreement. FIRST NATIONAL BANK OF NORTHERN CALIFORNIA AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT6.3