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California
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68-0450397
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(State
of Incorporation)
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(IRS
Employer ID Number)
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First
Northern Community Bancorp
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195
North First Street, P.O. Box 547, Dixon, California95620
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95620
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(Address
of principal executive offices)(Zip
Code)
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(Zip
Code)
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The
Executive’s target retirement percentage, which is determined based on
position and years of service but is limited to 50%, multiplied by
the
Executive’s final average compensation, which is determined using an
average of salary and bonus for three and seven years, respectively,
prior
to retirement; minus the sum of:
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One-half
the estimated monthly primary insurance amount that the Executive
would be
entitled to receive commencing at age 65 under the Social Security
Act,
multiplied by a ratio based on the Executive’s position and assuming 25
years of service; and
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The
amount of the Executive’s benefit under the Company’s Profit Sharing Plan,
as adjusted pursuant to the Plan.
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The
Executive’s target retirement percentage, which is determined based on
position and years of service but is limited to 50%, multiplied by
the
Executive’s final average compensation, which is determined using an
average of salary and bonus for three and seven years, respectively,
prior
to retirement, and further multiplied by an early commencement factor
equal to 1.0 minus the product of 0.41667% multiplied by the number
of
full calendar months that early retirement preceded normal retirement
age;
minus the sum of:
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One-half
the estimated monthly primary insurance amount that the Executive
would be
entitled to receive commencing at age 65 under the Social Security
Act,
multiplied by a ratio based on the Executive’s position and assuming 25
years of service and further multiplied by the early commencement
factor;
and
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The
amount of the Executive’s benefit under the Company’s Profit Sharing Plan,
as adjusted pursuant to the Plan.
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1.
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A
lump sum payment of $768,372 in the case of Mr. Onsum and $313,397
in the
case of Ms. Walker, adjusted in each case at the rate equal to 4.37%
per
year for the period of time between January 1, 2007, and the payment
date.
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2.
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A
lump sum payment actuarially equivalent to the normal retirement
benefit
under the Plan with the following changes: (a) the target retirement
percentage used will assume service to age 65, and (b) the profit
sharing
benefit and Social Security benefit will be determined as of the
1st of
the year of termination. The lump sum payment will be determined
using the
treasury rate in effect on the date of termination and will be discounted
for the period of time the lump sum payment precedes the date the
Executive attains age 65.
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3.
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A
lump sum payment actuarially equivalent to the benefit the Executive
would
receive from the Plan without regard to the change in control provisions.
The lump sum payment will be determined using the treasury rate in
effect
on the date of termination.
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First
Northern Community Bancorp merges into or consolidates with another
corporation, or merges another corporation into First Northern Community
Bancorp, and as a result less than 50% of the combined voting power
of the
resulting corporation immediately after the merger or consolidation
is
held by persons who were stockholders of First Northern Community
Bancorp
immediately before the merger or
consolidation;
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A
report on Schedule 13D or another form or schedule (other than Schedule
13G) is filed or is required to be filed under Sections 13(d) or
14(d) of
the Securities Exchange Act of 1934, if the schedule discloses that
the
filing person or persons acting in concert has or have become the
beneficial owner of 20% or more of a class of First Northern Community
Bancorp’s voting securities, but this clause will not apply to beneficial
ownership of First Northern Community Bancorp voting shares held
in a
fiduciary capacity by an entity of which First Northern Community
Bancorp
directly or indirectly beneficially owns 50% or more of its outstanding
voting securities or voting shares held by an employee benefit plan
maintained for the benefit of First Northern Bank of Dixon’s employees;
or
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During
any period of two consecutive years, individuals who constitute First
Northern Community Bancorp’s Board of Directors at the beginning of the
two-year period cease for any reason to constitute at least a majority
of
First Northern Community Bancorp’s Board of Directors; provided, however,
that for purposes of this clause each director who is first elected
by the
board (or first nominated by the board for election by stockholders)
by a
vote of at least two-thirds of the directors who were directors at
the
beginning of the period will be deemed to have been a director at
the
beginning of the two-year period.
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(a)
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A
material reduction in the Executive’s title or responsibilities;
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(b)
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A
reduction in base salary as in effect on the date of change in control;
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(c)
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The
relocation of the Executive’s principal executive office so that
Executive’s one-way commute distance from Executive’s residence is
increased by more than 40 miles;
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(d)
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The
adverse and substantial alternation in the nature and quality of
the
office space within which the Executive performs duties on behalf
of the
Company, including the size and location thereof, as well as the
secretarial and administrative support provided to the Executive;
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(e)
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The
failure by the Company to continue to provide the Executive with
compensation and benefits substantially similar to those provided
under
any of the employee benefit plans in which the Executive becomes
a
participant, or the taking of any action by the Company which would
directly or indirectly materially reduce any of such benefits or
deprive
the Executive of any material fringe benefit enjoyed at the time
of change
in control;
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(f)
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The
failure of the Company to obtain a satisfactory agreement from any
successor or assign of the Company to assume and agree to perform
this
Agreement.
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Date:
January 8, 2007
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First
Northern Community Bancorp
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(Registrant)
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By:
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/s/
Louise A. Walker
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Louise
A. Walker
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Senior
Executive Vice President
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Chief
Financial Officer
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