EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 1st day of March, 2004 by and between North Bay Bancorp, a California corporation (the "Company"), and Terry L. Robinson (the "Employee"). BACKGROUND...Employment Agreement • March 30th, 2004 • North Bay Bancorp/Ca • National commercial banks • California
EXHIBIT 4.1 NORTH BAY BANCORP and REGISTRAR AND TRANSFER COMPANY as Rights Agent RIGHTS AGREEMENT Dated as October 28, 2002 TABLE OF CONTENTSRights Agreement • October 31st, 2002 • North Bay Bancorp/Ca • National commercial banks • California
andGuarantee Agreement • August 13th, 2002 • North Bay Bancorp/Ca • National commercial banks • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 1st day of May, 2001 by and between North Bay Bancorp, a California corporation (the "Company"), and Terry L....Employment Agreement • August 14th, 2001 • North Bay Bancorp/Ca • National commercial banks • California
RECITALSSublease Agreement • March 28th, 2003 • North Bay Bancorp/Ca • National commercial banks
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 1st day of August, 2005 by and between The Vintage Bank, a California corporation (the "Bank"), and John A. Nerland (the...Employment Agreement • November 14th, 2005 • North Bay Bancorp/Ca • National commercial banks • California
RECITALSIndemnification Agreement • August 13th, 2004 • North Bay Bancorp/Ca • National commercial banks • California
STOCK SUBSCRIPTION APPLICATION SUBSCRIPTION APPLICATION AND AGREEMENTStock Subscription Agreement • February 9th, 2000 • North Bay Bancorp/Ca • Blank checks
The undersigned, having read the Prospectus dated February 9, 2000 of North Bay Bancorp hereby subscribe(s) for the number of shares of North Bay common stock, no par value, listed opposite each subscriber's name at $25.00 per share. This Subscription Application constitutes an offer by the subscriber(s) to purchase the number of shares specified. This offer cannot be revoked prior to acceptance or rejection of the offer by North Bay.
RECITALSIndemnity Agreement • March 31st, 2005 • North Bay Bancorp/Ca • National commercial banks • California
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 15th day of April, 2002 (the "Effective Date") by and between Solano Bank, a California corporation (the "Bank"), and John A. Nerland (the "Employee")....Employment Agreement • August 13th, 2002 • North Bay Bancorp/Ca • National commercial banks • California
AGREEMENT ---------Employment Agreement • March 31st, 2005 • North Bay Bancorp/Ca • National commercial banks
AGREEMENT ---------Employment Agreement • March 31st, 2005 • North Bay Bancorp/Ca • National commercial banks
AGREEMENTEndorsement Method Split Dollar Plan Agreement • March 27th, 2002 • North Bay Bancorp/Ca • National commercial banks
LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENTLife Insurance Endorsement Method Split Dollar Plan Agreement • March 16th, 2006 • North Bay Bancorp/Ca • National commercial banks
EXHIBIT 99.1 NORTH BAY BANCORP 2002 STOCK OPTION PLAN AND RELATED AGREEMENTS NORTH BAY BANCORP 2002 STOCK OPTION PLAN Adopted by the North Bay Bancorp Board of Directors on February 25, 2002 Approved by the Shareholders of North Bay Bancorp on April...Stock Option Plan • June 7th, 2002 • North Bay Bancorp/Ca • National commercial banks • California
NORTH BAY BANCORP, as Issuer INDENTUREIndenture • August 13th, 2002 • North Bay Bancorp/Ca • National commercial banks • New York
Exhibit 10.26 Participation Agreement The 2005 North Bay Bancorp Supplemental Executive Retirement Plan Participant: JOHN NERLAND Eligibility Date: December 12, 2005 The above named Participant is authorized to receive benefits pursuant to The 2005...Participation Agreement • March 16th, 2006 • North Bay Bancorp/Ca • National commercial banks
EXHIBIT 10.16 AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT This Agreement is made and entered into effective as of May 1, 2004, by and between The Vintage Bank, a state-chartered commercial bank and wholly- owned subsidiary of...Executive Supplemental Compensation Agreement • March 31st, 2005 • North Bay Bancorp/Ca • National commercial banks • California
Exhibit 99.1 ------------------------------------------------------------------ -------------- NORTH BAY BANCORP ---------------------------------------------- ---------------------------------- For Immediate Release Contact: Terry L. Robinson...News Release • October 31st, 2003 • North Bay Bancorp/Ca • National commercial banks
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2007 • North Bay Bancorp/Ca • National commercial banks • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 16th day of January, 2007 by and between North Bay Bancorp, a California corporation (the "Company"), The Vintage Bank, a California corporation (the “Bank”), and Stephanie Rode (the "Employee").
AGREEMENT AND PLAN OF REORGANIZATION by and among Umpqua Holdings Corporation, Umpqua Bank, North Bay Bancorp and The Vintage Bank January 17, 2007Agreement and Plan of Reorganization • March 8th, 2007 • North Bay Bancorp/Ca • National commercial banks • Oregon
This Agreement and Plan of Reorganization is entered into effective this 17th day of January, 2007 (this “Agreement”), by and among Umpqua Holdings Corporation (“Umpqua”), Umpqua Bank (“Umpqua Bank”), North Bay Bancorp (“NBB”) and The Vintage Bank (“TVB”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2007 • North Bay Bancorp/Ca • National commercial banks • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of January, 2007, by and between Umpqua Holdings Corporation, an Oregon corporation (“Umpqua”) and Glen C. Terry (“Employee”). This Agreement is effective subject to and as of the closing of the merger (the “Merger”) between Umpqua and North Bay Bancorp (the “Company”) pursuant to an Agreement and Plan of Reorganization dated January ___, 2007. The closing date of the Merger is the “Effective Date.”
THE AMENDED AND RESTATED 2005 NORTH BAY BANCORP SUPPLEMENTAL EXECUTIVE RETIREMENT PLANSupplemental Executive Retirement Plan • March 8th, 2007 • North Bay Bancorp/Ca • National commercial banks • California
The purpose of this Supplemental Executive Retirement Plan (the “Plan”) is to memorialize the Company’s supplemental executive retirement plan pursuant to which the Company entered into Executive Supplemental Compensation Agreements with key employees and to provide supplemental retirement benefits for certain key employees of North Bay Bancorp and subsidiaries or affiliates thereof who are employed by the Company on, or after October 1, 2005. It is intended that the Plan will aid in retaining and attracting individuals of exceptional ability by providing them with these benefits. It is intended that the Plan and related Participation Agreements (including those Participation Agreements entered into in place of the Executive Supplemental Compensation Agreements previously entered into by the Company pursuant to its supplemental executive retirement plan meet the requirements of Internal Revenue Code Section 409A. This Plan shall be effective as of October 1, 2005 and this Amendment and
