-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R/QHQq10RbXn6GKdN+LFnD1jXaxWgsSf80t8kv9nP0OLOGYa82GWPenS4Ftqvu4U V7tzparo+xHqDGHKZlBVgg== /in/edgar/work/0000721161-00-000025/0000721161-00-000025.txt : 20001109 0000721161-00-000025.hdr.sgml : 20001109 ACCESSION NUMBER: 0000721161-00-000025 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SJNB FINANCIAL CORP CENTRAL INDEX KEY: 0000721161 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 770058227 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11771 FILM NUMBER: 755312 BUSINESS ADDRESS: STREET 1: ONE N MARKET ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089477562 MAIL ADDRESS: STREET 1: ONE NORTH MARKET STREET CITY: SAN JOSE STATE: CA ZIP: 95113 10-Q 1 0001.txt 3RD QUARTER 2000 10Q FOR SJNB FINANCIAL CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-11771 SJNB FINANCIAL CORP. (Exact name of registrant as specified in its charter) California 77-0058227 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE NORTH MARKET STREET, SAN JOSE, CALIFORNIA 95113 (Address of principal executive offices) (Zip Code) (408) 947-7562 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed, since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes__X_ No _ __ Indicate the number of shares outstanding of the issuer's classes of common stock, as of the latest practicable date: 3,697,031 shares of common stock outstanding as of November 1, 2000. TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION Item 1. - FINANCIAL STATEMENTS SJNB FINANCIAL CORP. AND SUBSIDIARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statement of Operations 4 Condensed Consolidated Statements of Shareholders' Equity 5 Condensed Consolidated Statements of Cash Flows 6 Notes to Unaudited Condensed Consolidated Financial Statements 7 Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8 Item 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 23 PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS 24 Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 24 Item 3. DEFAULTS UPON SENIOR SECURITIES 24 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 25 Item 5. OTHER INFORMATION 25 Item 6. EXHIBITS AND REPORTS ON FORM 8-K 25 SIGNATURES 29 PART I - FINANCIAL INFORMATION Item 1. -Financial Statements SJNB FINANCIAL CORP. AND SUBSIDIARY Condensed Consolidated Balance Sheets (in thousands) (Unaudited)
September 30, December 31, Assets 2000 1999 - ----------------------------------------------------------------------------------------------------------------------------- Cash and due from banks $24,801 $18,938 Interest-bearing deposits in other banks 599 2,042 Federal funds sold 2,000 7,000 Money market investments 17,915 5,651 Investment securities: Available for sale 121,525 90,878 Held to maturity (Fair value: $18,462 at September 30, 2000 and $20,708 at December 31, 1999) 19,203 22,196 - ----------------------------------------------------------------------------------------------------------------------------- Total investment securities 140,728 113,074 - ----------------------------------------------------------------------------------------------------------------------------- Loans and leases 433,895 403,318 Allowance for loan and lease losses (7,169) (6,412) - ----------------------------------------------------------------------------------------------------------------------------- Loans and leases, net 426,726 396,906 - ----------------------------------------------------------------------------------------------------------------------------- Premises and equipment, net 5,382 5,564 Accrued interest receivable 3,682 3,202 Intangibles, net of accumulated amortization of $2,949 at September 30, 2000 and $2,620 at December 31, 1999 3,287 3,617 Other assets 24,767 12,087 - ----------------------------------------------------------------------------------------------------------------------------- Total Assets $649,887 $568,081 ============================================================================================================================= Liabilities and Shareholders' Equity - ----------------------------------------------------------------------------------------------------------------------------- Deposits: Noninterest-bearing $126,824 $94,687 Interest-bearing 421,815 379,046 - ----------------------------------------------------------------------------------------------------------------------------- Total deposits 548,639 473,733 - ----------------------------------------------------------------------------------------------------------------------------- Federal Home Loan Bank advances 20,371 22,503 Other borrowings 14,602 11,022 Accrued interest payable 2,304 1,720 Other liabilities 5,319 5,884 - ----------------------------------------------------------------------------------------------------------------------------- Total liabilities 591,235 514,862 - ----------------------------------------------------------------------------------------------------------------------------- Shareholders' equity: Preferred stock, no par value, 5,000 shares authorized; none issued or outstanding in 2000 or 1999. ---- ---- Common stock, no par value; authorized, 20,000 shares; issued and outstanding, 3,692 shares at September 30, 2000 and 3,593 shares at December 31, 1999. 21,642 20,769 Retained earnings 37,851 33,942 Accumulated other comprehensive losses (841) (1,492) - ----------------------------------------------------------------------------------------------------------------------------- Total shareholders' equity 58,652 53,219 - ----------------------------------------------------------------------------------------------------------------------------- Commitments and contingencies ---- ---- - ----------------------------------------------------------------------------------------------------------------------------- Total Liabilities and Shareholder's Equity $649,887 $568,081 ============================================================================================================================= See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
SJNB FINANCIAL CORP. AND SUBSIDIARY Condensed Consolidated Statement of Operations (in thousands, except per share amounts) (Unaudited)
Quarter ended Nine months ended September 30, September 30, ------------------------------------------------- 2000 1999 2000 1999 - ---------------------------------------------------------------------------------------------------------------------------- Interest income: Interest and fees on loans and leases $11,459 $9,335 $33,062 $26,157 Interest on money market investments 602 368 1,675 1,072 Interest on time deposits 14 26 66 80 Interest and dividends on investment securities available for sale 1,870 1,313 4,960 3,304 Interest on investment securities held to maturity 250 302 833 899 Other interest and investment income (expense) 5 (14) 5 (34) - ---------------------------------------------------------------------------------------------------------------------------- Total interest income 14,200 11,330 40,601 31,478 - ---------------------------------------------------------------------------------------------------------------------------- Interest expense: Deposits: Interest-bearing demand 564 542 1,685 1,633 Money market and savings 1,643 1,062 4,646 2,721 Certificates of deposits less than $100 843 709 2,406 1,903 Certificates of deposit over $100 2,074 1,273 5,365 3,630 Federal Home Loan Bank advances 335 343 999 1,016 Other borrowings 222 239 642 367 - ---------------------------------------------------------------------------------------------------------------------------- Total interest expense 5,681 4,168 15,743 11,270 - ---------------------------------------------------------------------------------------------------------------------------- Net interest income 8,519 7,162 24,858 20,208 - ---------------------------------------------------------------------------------------------------------------------------- Provision for loan and lease losses 150 150 525 316 - ---------------------------------------------------------------------------------------------------------------------------- Net interest income after provision for loan and lease losses 8,369 7,012 24,333 19,892 - ---------------------------------------------------------------------------------------------------------------------------- Other income: Service charges on deposits 261 297 826 761 Other operating income 322 222 761 847 Net loss on securities available for sale ---- (51) (587) (51) - ---------------------------------------------------------------------------------------------------------------------------- Total other income 583 468 1,000 1,557 - ---------------------------------------------------------------------------------------------------------------------------- Other expenses: Salaries and benefits 2,487 2,365 7,130 6,768 Occupancy 431 375 1,125 1,080 Merger related costs, nonrecurring ---- ---- 3,424 ---- Other 1,505 1,456 4,310 4,160 - ---------------------------------------------------------------------------------------------------------------------------- Total other expenses 4,423 4,196 15,989 12,008 - ---------------------------------------------------------------------------------------------------------------------------- Income before income taxes 4,529 3,284 9,344 9,441 Income taxes 1,760 1,300 3,683 3,803 - ---------------------------------------------------------------------------------------------------------------------------- Net income $2,769 $1,984 $5,661 $5,638 ============================================================================================================================ Net income per share - basic $0.75 $0.57 $1.55 $1.62 ============================================================================================================================ Net income per share - diluted $0.72 $0.53 $1.48 $1.50 ============================================================================================================================ Excluding merger related costs, net of tax Net income per share - basic $0.75 $0.57 $2.14 $1.62 ============================================================================================================================ Net income per share - diluted $0.72 $0.53 $2.04 $1.50 ============================================================================================================================ Dividends declared $0.16 $0.14 $0.48 $0.42 ============================================================================================================================ See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
SJNB FINANCIAL CORP. AND SUBSIDIARY Condensed Consolidated Statements of Shareholders' Equity (in thousands) (Unaudited)
Net Unrealized Gain (Loss) Total on Securities Share- Common Retained Available holders' Nine months ended September 30, 1999 Shares Stock Earnings for Sale Equity - ----------------------------------------------------------------------------------------------------------------------------- Balances, December 31, 1998 3,590 $21,461 $28,996 $282 $50,739 -------------- Net income 5,638 5,638 Other comprehensive income - Unrealized losses on securities held for sale, net (1,243) (1,243) - ----------------------------------------------------------------------------------------------------------------------------- Comprehensive income 4,395 - ----------------------------------------------------------------------------------------------------------------------------- Common stock repurchased (148) (3,390) (522) (3,912) Stock options exercised 21 223 223 Cash dividends (1,319) (1,319) - ----------------------------------------------------------------------------------------------------------------------------- Balances, September 30, 1999 3,463 $18,294 $32,793 ($961) $50,126 ============================================================================================================================= Nine months ended September 30, 2000 - ----------------------------------------------------------------------------------------------------------------------------- Balances, December 31, 1999 3,593 $20,769 $33,942 ($1,492) $53,219 Net income 5,661 5,661 Other comprehensive income - Realized losses on securities held for sale, net (587) (587) Unrealized gains on securities held for sale, net 1,238 1,238 - ----------------------------------------------------------------------------------------------------------------------------- Comprehensive income 6,312 - ----------------------------------------------------------------------------------------------------------------------------- Stock options exercised 99 873 873 Cash dividends (1,752) (1,752) - ----------------------------------------------------------------------------------------------------------------------------- Balances, September 30, 2000 3,692 $21,642 $37,851 ($841) $58,652 ============================================================================================================================= See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
SJNB FINANCIAL CORP. AND SUBSIDIARY Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited)
Nine months ended September 30, --------------------------------- 2000 1999 - ----------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net income $5,661 $5,638 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan and lease losses 525 316 Depreciation and amortization 624 846 Gain on sale of leased assets ---- 33 Amortization on intangibles 330 342 Net loss on securities available for sale 587 51 Amortization of (premium) discount on investment securities, net (119) 44 Increase in intangibles assets ---- (45) Increase in accrued interest receivable and other assets (4,467) (1,284) Increase (decrease) in accrued interest payable and other liabilities 999 (131) - ----------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 4,140 5,810 - ----------------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Proceeds from sale/maturity of securities available for sale 20,097 18,204 Maturities of securities held to maturity 3,157 5,195 Purchase of securities available for sale (50,122) (38,560) Purchase of securities held to maturity (132) (5,488) Purchase of life insurance policies (9,070) (1,238) Increase in loans and leases, net (30,439) (41,375) Proceeds from sale of premises and equipment ---- 481 Capital expenditures (441) (3,460) - ----------------------------------------------------------------------------------------------------------------- Net cash used in investing activities (66,950) (66,241) - ----------------------------------------------------------------------------------------------------------------- Cash flow from financing activities: Increase in deposits, net 74,906 43,746 Increase in other borrowings 99 24,057 Increase (decrease) in federal funds purchased 2,500 (2,000) Decrease in Federal Home Loan Bank borrowings (2,132) (126) Cash dividends (1,752) (1,319) Stock repurchase ---- (3,912) Proceeds from stock options exercised 873 223 - ----------------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 74,494 60,669 - ----------------------------------------------------------------------------------------------------------------- Net increase in cash and equivalents 11,684 238 Cash and equivalents at beginning of period 33,631 56,312 - ----------------------------------------------------------------------------------------------------------------- Cash and equivalents at end of period $45,315 $56,550 ================================================================================================================= Other cash flow information: Interest paid $15,159 $11,025 ================================= --------------------------------- Income taxes paid 3,562 4,126 ================================================================================================================= Noncash transactions: Unrealized gain (loss) on securities available for sale, net of tax $1,238 $(1,243) ================================================================================================================= See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
SJNB FINANCIAL CORP. AND SUBSIDIARY Notes to Unaudited Condensed Consolidated Financial Statements Note A Unaudited Condensed Consolidated Financial Statements The unaudited condensed consolidated financial statements of SJNB Financial Corp. (the "Company") and its subsidiary, San Jose National Bank (SJNB), and its subsidiary, Epic Funding Corp., are prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q. The condensed consolidated financial statements presents the combined results of the Company and Saratoga Bancorp on a pooling of interests basis, as if the combination had been consummated at the beginning of the earliest period presented. In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods have been included and are normal and recurring. The results of operations and cash flows are not necessarily indicative of those expected for the full fiscal year. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report to Shareholders for the year ended December 31, 1999. Note B Net Income Per Share of Common Stock The reconciliation of the numerators and denominators of the basic and diluted earnings per share (EPS) computations are as follows (in thousands, except per share amounts):
Quarter ended, September 30 2000 1999 ----------------------------------------------------------------------------------------------------------------- Net Per Share Net Per Share Income Shares Amounts Income Shares Amounts ----------------------------------------------------------------------------------------------------------------- Net income and basic EPS $2,769 3,690 $0.75 $1,984 3,461 $0.57 ============ ============ Effect of stock option dilutive shares 175 310 ---------------------------------------------------------------- ------------------------- Diluted earnings per share $2,769 3,865 $0.72 $1,984 3,771 $0.53 ================================================================================================================= Nine months ended, September 30 2000 1999 ----------------------------------------------------------------------------------------------------------------- Net Per Share Net Per Share Income Shares Amounts Income Shares Amounts ----------------------------------------------------------------------------------------------------------------- Net income and basic EPS $5,661 3,653 $1.55 $5,638 3,487 $1.62 ============ ============ Effect of stock option dilutive shares 172 260 ----------------------------------------------------------------------------------------------------------------- Diluted earnings per share $5,661 3,825 $1.48 $5,638 3,747 $1.50 =================================================================================================================
Note C Business Combination On January 5, 2000, the Company acquired Saratoga Bancorp, the parent company of Saratoga National Bank, pursuant to a merger of Saratoga Bancorp with and into the Company. Saratoga National Bank, headquartered in Saratoga, California, operated three branches and as of the acquisition date had $142 million in assets and $103 million in deposits. Saratoga National Bank's San Jose office, which was located near SJNB's San Jose office was consolidated into SJNB's San Jose office in January 2000. The shareholders of Saratoga received 0.70 shares of the Company's common stock for each outstanding share of Saratoga common stock. Total shares issued were 1,175,743. Based on the closing price of the Company's stock on January 5, 2000 of $29.125 the transaction is valued at approximately $34.2 million, excluding the value of any unexercised options, and each Saratoga shareholder received SJNB common stock valued at $20.39 per share. The merger has been accounted for as a pooling of interests. The condensed consolidated financial statements and selected financial data present the combined results of the Company and Saratoga Bancorp on a pooling of interests basis, as if the combination had been consummated at the beginning of the earliest period presented. The results of operations previously reported by the separate companies and the combined amounts presented in the accompanying unaudited condensed consolidated financial statements are summarized below: For the quarter ended September 30, 1999 ------------------------------ ------------------------------------------------ SJNB Saratoga Combined ------------------------------ ---------------------------- ----------- Net interest income $5,729 $1,433 $7,162 Net income 1,498 486 1,984 For the nine months ended September 30, 1999 ------------------------------ ---------------------------------------- Net interest income $15,949 $4,259 $20,208 Net income 4,204 1,434 5,638 Note D Segment Reporting SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, requires certain information about the operating segments of the Company. The objective of requiring disclosures about segments of an enterprise and related information is to provide information about the different types of business activities in which an enterprise engages and the different economic environments in which it operates to help users of financial statements better understand its performance; better assess its prospects for future cash flows and make more informed judgments about the enterprise as a whole. The Company has determined it has three segments, general commercial banking, leasing, and factoring/asset based financing. Neither leasing nor factoring/asset based financing meet the required thresholds for disaggregation and therefore the disclosures and related information about such segments has not been included in the consolidated financial statements. At such time these segments meet the required thresholds, such disclosures and other information will be included. Note E Accounting for Derivative Instruments and Hedging Activities In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This Statement requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. In June 1999, the FASB issued SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities-Deferral of Effective Date. This Statement deferred the effective date to the fiscal quarters of fiscal years beginning after June 15, 2000. The Company expects to adopt this Statement on January 1, 2001. Management believes the Statement should not have a significant effect on the Company's consolidated financial position or its consolidated statement of operations. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SJNB Financial Corp. (the "Company") is the holding company for San Jose National Bank ("SJNB" or the "Bank"), and the Bank's subsidiary, Epic Funding Corp. ("Epic"). The Company and the Bank are headquartered in San Jose, California and Epic is headquartered in Danville, California. This discussion focuses primarily on the results of operations of the Company on a consolidated basis for the three and nine months ended September 30, 2000 and 1999 and the liquidity and financial condition of the Company, SJNB and Epic as of September 30, 2000 and December 31, 1999. All dollar amounts in the text in Item 2 are in thousands, except per share amounts or as otherwise indicated. Forward-looking Information This Quarterly Report on Form 10-Q includes forward-looking information which is subject to the "safe harbor" created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements (which involve the Company's plans, beliefs and goals, refer to estimates or use similar terms) involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors: competitive pressure in the banking industry; changes in the interest rate environment; a potential declining health of the economy, either nationally or regionally; the deterioration of credit quality, which could cause an increase in the provision for loan and lease losses; changes in the regulatory environment; changes in business conditions, particularly in Santa Clara County real estate and technology industries; certain operational risks involving data processing systems or fraud; volatility of rate sensitive deposits; asset/liability matching risks and liquidity risks; and changes in the securities markets. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements. For additional information concerning risks and uncertainties related to the Company and its operations please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. See also the discussion of other risk factors discussed elsewhere in this Report. Current Developments On January 5, 2000, the Company acquired Saratoga Bancorp, the parent company of Saratoga National Bank, pursuant to a merger of Saratoga Bancorp with and into the Company. See Note C of Notes to Unaudited Condensed Consolidated Financial Statements. Selected Financial Data The following presents selected financial data and ratios as of and for the quarter and nine months ended September 30, 2000 and 1999:
SELECTED FINANCIAL DATA AND RATIOS - ----------------------------------------------------------------------------------------------------------------------------- For the quarters For the Nine months SELECTED ANNUALIZED OPERATING RATIOS ended September 30, ended September 30, -------------------------------------------------------------- EXCLUDING MERGER RELATED COSTS, NET OF TAX: 2000 1999 2000 1999 - ----------------------------------------------------------------------------------------------------------------------------- Return on average equity 19.50% 15.77% 18.93% 14.94% Return on average tangible equity 21.55 18.04 21.04 17.16 Return on average assets 1.70 1.42 1.68 1.43 Net (recoveries) chargeoffs to average loans and leases (0.30) (0.08) (0.07) (0.07) Average equity to average assets 8.72 9.02 8.87 9.60 Average tangible equity to average tangible assets 8.25 8.40 8.37 8.92 PER SHARE DATA: Net income per share - basic $0.75 $0.57 $1.55 $1.62 Net income per share - diluted 0.72 0.53 1.48 1.50 Excluding merger related costs, net of tax Net income per share - basic 0.75 0.57 2.14 1.62 Net income per share - diluted 0.72 0.53 2.04 1.50 Net income per share - diluted (1) 0.74 0.56 2.13 1.60 Dividends per share 0.16 0.14 0.48 0.42 ============================================================================================================================= At September 30, At December 31, At September 30, SHAREHOLDERS' EQUITY 2000 1999 1999 - ------------------------------------------------------------------------------------------------------------------------ Shareholders' equity per share $15.89 $14.81 $14.47 Tangible equity per share 15.00 13.81 13.40 SELECTED FINANCIAL POSITION RATIOS: - ----------------------------------------------------------------------------------------------------------------------- Leverage capital ratio 8.68% 8.88% 8.53% Total risk based capital ratio 11.90 12.34 11.79 Nonperforming loans and leases to total loans and leases 0.22 0.54 0.33 Nonperforming assets to total assets 0.15 0.38 0.22 Allowance for loan and lease losses to total loans 1.65 1.59 1.58 Allowance for loan and lease losses to nonperforming loans and leases 753.00 296.00 485.00 Allowance for loan and lease losses to nonperforming assets 753.00 296.00 485.00 ======================================================================================================================= (1) Excludes after-tax effect of goodwill and core deposit intangible amortization.
Summary of Financial Results The Company reported net income of $2,769 or $0.72 per share - diluted for the quarter ended September 30, 2000. This compares with net income of $1,984 or $0.53 per share - diluted for the third quarter of 1999. The increase in net income compared to the quarter ended September 30, 1999 was primarily the result of the increase in net interest income, offset somewhat, by an increase in other expense. See the specific sections below for details regarding these changes. The Company reported net income of $5,661 or $1.48 per share - diluted for the nine months ended September 30, 2000. After excluding merger related costs, net of tax, net income was $7,809 or $2.04 per share - diluted. This compares with net income of $5,638 or $1.50 per share - diluted for the nine months of 1999. The increase in operating net income (which is net income excluding the merger related costs, net of tax) compared to the nine months ended September 30, 1999 was primarily the result of the increase in net interest income, offset somewhat, by an increase in the loan loss provision, increase in net security losses (other income) and an increase in other expense. See the specific sections below for details regarding these changes. Net Interest Income Net interest income for the quarter ended September 30, 2000, increased $1.4 million as compared to the same quarter a year ago. The Bank's average earning assets for the same period increased by $77 million, as the result of growth in the Bank's investment securities and money market investments of $30 million and in the loan and lease portfolio of $47 million. In addition, the net interest margin increased from 5.63% in the quarter ended September 30, 1999 compared to 5.83% for the quarter ended September 30, 2000. The increase in the net interest margin was the result of interest rate increases during 1999 and 2000. During the third quarter of 1999 the prime rate averaged 8.15% while in the third quarter of 2000 it averaged 9.50% while cost of interest-bearing liabilities increased from 4.14% in 1999 to 4.92% in 2000. Net interest income for the nine months ended September 30, 2000, increased $4.7 million as compared to the nine months ended September 30, 1999. The Bank's average earning assets for the same period increased by $85 million, as the result of growth in the Bank's investment securities and money market investments of $31 million and in the loan and lease portfolio of $54 million. In addition, the net interest margin increased from 5.65% in the nine months ended September 30, 1999 compared to 5.91% for the nine months ended September 30, 2000. The increase in the net interest margin was primarily the result of interest rate increases during 1999 and 2000. During the first nine months of 1999 the prime rate averaged 7.87% while in the first nine months of 2000 it averaged 9.15% while cost of interest-bearing liabilities increased from 4.06% in 1999 to 4.70% in 2000. Due to the nature of the Company's lending markets, in which loans are generally tied to the Prime Rate, it is believed an increase in interest rates should positively affect the Company's future earnings, while a decline in interest rates would have a negative impact. Should interest rates decline in the future, management believes that net interest income could be negatively impacted and it is not feasible to provide an accurate measure of such a change because of the many factors (many of which are uncontrollable) influencing the result. Economic conditions in Northern California have remained relatively strong in 2000, although there are indications that this economic strength could be threatened by increasing inflationary pressures, the continued tightness of the skilled labor force in Santa Clara County and the potential for the real estate market to slow down. During the last nine months the domestic equity markets have shown an increase in volatility, affecting all companies, but more significantly the high technology companies. The impact of this volatility is not certain at this time but could affect the equity wealth factor of those who have investments in such companies, the future infusion of venture capital and the ability of such companies to raise capital in public markets. These factors could have a serious effect on economic conditions of Santa Clara County. In addition, the competitive environment within the Bank's marketplace continues to be aggressive and the competition among banks for additional loans, leases and deposits has caused more competitive pricing. The following tables shows the composition of average earning assets and average funding sources, average yields and rates and the net interest margin, on an annualized basis, for the three and nine months ended September 30, 2000 and 1999.
AVERAGE BALANCES, RATES AND YIELDS Fully Taxable Equivalent (dollars in thousands) Quarter ended September 30, ----------------------------------------------------------------------------- 2000 1999 - ----------------------------------------------------------------------------------------------------------------------------- Average Average Average Average Assets Balance Interest Yield (1) Balance Interest Yield (1) - ----------------------------------------------------------------------------------------------------------------------------- Interest earning assets: Loans and leases, net (2) $422,147 $11,459 10.80% $375,235 $9,335 9.87% Securities available for sale: Taxable (3) 111,997 1,860 6.61 84,818 1,313 6.14 Nontaxable (4) 625 15 9.55 ---- ---- ---- Securities held to maturity: Taxable (5) 2,220 46 8.24 5,774 100 6.87 Nontaxable (6) 17,411 340 7.77 17,802 337 7.51 Money market investments 35,720 602 6.70 28,425 368 5.14 Interest-bearing due from banks 1,142 15 6.62 1,874 26 5.50 Interest rate hedging instruments ---- 5 ---- ---- (14) ---- - -------------------------------------------------------------------------- -------------------------- Total interest-earning assets 591,262 14,342 9.65 513,928 11,465 8.85 - -------------------------------------------------------------------------- -------------------------- Allowance for loan and lease losses (6,856) (5,850) Cash and non-interest bearing due from banks 24,642 22,096 Other assets 35,184 19,572 Core deposit intangibles and goodwill, net 3,343 3,772 - ------------------------------------------------------------- ------------- Total Assets $647,575 $553,518 ============================================================= ============= Liabilities and Shareholders' equity Interest-bearing liabilities: Deposits: Interest-bearing demand $78,426 564 2.86 $80,670 542 2.67 Money market and savings 152,706 1,643 4.28 122,037 1,062 3.45 Certificates of deposit: Less than $100 57,064 843 5.88 53,798 709 5.23 $100 or more 138,846 2,074 5.94 104,561 1,273 4.83 - -------------------------------------------------------------------------- -------------------------- Total certificates of deposits 195,910 2,917 5.92 158,359 1,982 4.97 - -------------------------------------------------------------------------- -------------------------- Other borrowings 32,304 557 6.86 38,723 582 5.96 - -------------------------------------------------------------------------- -------------------------- Total interest-bearing liabilities 459,346 5,681 4.92 399,789 4,168 4.14 - -------------------------------------------------------------------------- -------------------------- Noninterest-bearing demand deposits 123,199 96,520 Accrued interest payable and other liabilities 8,547 7,279 - ------------------------------------------------------------- ------------- Total liabilities 591,092 503,588 - ------------------------------------------------------------- ------------- Shareholders' equity 56,483 49,930 - ------------------------------------------------------------- ------------- Total Liabilities and Shareholders' $647,575 $553,518 equity =============================================================------------- =============------------- Net interest income and margin (7) $8,661 5.83% $7,297 5.63% ================================================ ========================= ========================== (1) Rates are presented on an annualized basis. (2) Includes loan fees of $401 for 2000, and $520 for 1999. Nonperforming loans and leases have been included in average loan and lease balances. (3) Includes dividend income of $75 received in 1999. (4) Adjusted to a fully taxable equivalent basis using the federal statutory rate ($6 in 2000). (5) Includes dividend income of $36 received in 2000 and $41 in 1999. (6) Adjusted to a fully taxable equivalent basis using the federal statutory rate ($136 in 2000 and $135 in 1999). (7) The net interest margin represents the fully taxable equivalent net interest income as a percentage of average earning assets
AVERAGE BALANCES, RATES AND YIELDS Fully Taxable Equivalent (dollars in thousands) Nine months ended September 30, ----------------------------------------------------------------------------- 2000 1999 - ----------------------------------------------------------------------------------------------------------------------------- Average Average Average Average Assets Balance Interest Yield (1) Balance Interest Yield (1) - ----------------------------------------------------------------------------------------------------------------------------- Interest-earning assets: Loans and leases, net (2) $413,725 $33,062 10.67% $359,765 $26,157 9.72% Securities available for sale: Taxable (3) 100,193 4,939 6.58 73,479 3,304 6.01 Nontaxable (4) 499 35 9.37 ---- ---- ---- Securities held to maturity: Taxable (5) 3,140 186 7.91 7,079 353 6.67 Nontaxable (6) 17,691 1,078 8.14 15,700 910 7.75 Money market investments 35,318 1,675 6.34 28,839 1,072 4.97 Interest-bearing due from banks 1,625 66 5.43 1,818 80 5.88 Interest rate hedging instruments ---- 5 ---- ---- (34) ---- - -------------------------------------------------------------------------- -------------------------- Total interest-earning assets 572,191 41,046 9.58 486,680 31,842 8.75 - -------------------------------------------------------------------------- -------------------------- Allowance for loan and lease losses (6,560) (5,718) Cash and non-interest bearing due from banks 23,954 22,237 Other assets 28,117 18,731 Core deposit intangibles and goodwill, net 3,440 3,874 - ------------------------------------------------------------- ------------- Total Assets $621,142 $525,804 ============================================================= ============= Liabilities and Shareholders' equity Interest-bearing liabilities: Deposits: Interest-bearing demand $80,652 1,685 2.79 $81,333 1,632 2.68 Money market and savings 149,522 4,646 4.15 111,649 2,721 3.26 Certificates of deposit: Less than $100 55,661 2,406 5.77 48,113 1,904 5.29 $100 or more 128,222 5,365 5.59 98,648 3,630 4.92 - -------------------------------------------------------------------------- -------------------------- Total certificates of deposits 183,883 7,771 5.65 146,761 5,534 5.04 - -------------------------------------------------------------------------- -------------------------- Other borrowings 33,133 1,641 6.62 31,056 1,383 5.95 - -------------------------------------------------------------------------- -------------------------- Total interest-bearing liabilities 447,190 15,743 4.70 370,799 11,270 4.06 - -------------------------------------------------------------------------- -------------------------- Noninterest-bearing demand deposits 111,167 96,833 Accrued interest payable and other liabilities 7,672 7,718 - ------------------------------------------------------------- ------------- Total liabilities 566,029 475,350 - ------------------------------------------------------------- ------------- Shareholders' equity 55,113 50,454 - ------------------------------------------------------------- ------------- Total Liabilities and Shareholders' $621,142 $525,804 equity =============================================================------------- =============------------- Net interest income and margin (7) $25,303 5.91% $20,572 5.65% ================================================ ========================= ========================== (1) Rates are presented on an annualized basis. (2) Includes loan fees of $1,624 for 2000, and $1,541 for 1999. Nonperforming loans and leases have been included in average loan and lease balances. (3) Includes dividend income of $152 and $228 received in 2000 and 1999, respectively. (4) Adjusted to a fully taxable equivalent basis using the federal statutory rate ($14 in 2000). (5) Includes dividend income of $135 received in 2000 and $113 in 1999. (6) Adjusted to a fully taxable equivalent basis using the federal statutory rate ($431 in 2000 and $364 in 1999). (7) The net interest margin represents the fully taxable equivalent net interest income as apercentage of average earning assets.
Provision for Loan and Lease Losses The level of the allowance for loan and lease losses and the related provision reflect management's judgment as to the inherent risk of loss associated with the loan and lease portfolios as of September 30, 2000 and 1999 based on information available to management as of said dates. Based on management's evaluation of such risks, an addition of $150 was made to the allowance for loan and lease losses in the three months ended September 30, 2000 as compared to an addition of $150 for the third quarter of 1999. An addition of $525 to the allowance for loan lease losses was made in the nine months ended September 30, 2000 as compared to an addition of $316 for the nine months ended September 30, 1999. See "Loan and Lease Portfolio." Other Income The following table sets forth the components of other income for the three and nine month periods ended September 30, 2000 and 1999:
OTHER INCOME (dollars in thousands) Quarter ended September 30, Nine months ended September 30, ------------------------------------------------------------------------------------ 2000 1999 2000 1999 Amount Percent Amount Percent Amount Percent Amount Percent - ----------------------------------------------------------------------------------------------------------------------------- Service charges on deposits $261 44.77% $297 63.46% $826 82.60% $761 48.88% Other operating income 322 55.23 222 47.44 761 76.10 847 54.40 Net loss on securities available for ----- ----- (51) (10.90) (587) (58.70) (51) (3.28) sale - ----------------------------------------------------------------------------------------------------------------------------- Total $583 100.00% $468 100.00% $1,000 100.00% $1,557 100.00% =============================================================================================================================
The decrease in the service charges on deposits of $36 for the three months ended September 30, 2000, as compared to the three months ended September 30, 1999, is due mainly to a change in the method of assessing certain service charges on deposit accounts in 1999. During 2000 the customers impacted by this change have begun to alter their banking procedures to minimize the service charge and therefore causing the reduction in the third quarter of 2000. The increase in other operating income of $100 for the three months ended September 30, 2000 compared to the three months ended September 30, 1999 is mainly due to the impact of the estimated increase in cash surrender value of life insurance purchased in connection with a supplemental retirement plan for executive officers and directors. The decrease in other operating income of $86 for the nine months ended September 30, 2000, as compared to the nine months ended September 30, 1999, is due to two offsetting items. During 1999 a specific reserve of $255 was reversed relating to an acquired SBA loan which was paid in full. During the nine months ended September 30, 2000 income in the amount of $188 has been recognized for the increase in the cash surrender value of life insurance purchased. Other Expenses The following schedule summarizes the major categories of expense as a percentage of average assets on an annualized basis for the three and nine months ended September 30, 2000:
OTHER EXPENSES AS A PERCENT OF AVERAGE ASSETS (dollars in thousands) Quarter ended September 30, Nine months ended September 30, ---------------------------------------------------------------------------------------- 2000 1999 2000 1999 Amount Percent (1) Amount Percent (1) Amount Percent (1) Amount Percent (1) - ----------------------------------------------------------------------------------------------------------------------------- Salaries and benefits $2,487 1.54% $2,365 1.71% $7,130 1.53% $6,768 1.72% Occupancy 257 0.16 209 0.15 615 0.13 618 0.16 Legal and professional fees 197 0.12 317 0.23 537 0.12 646 0.16 Data processing 184 0.11 172 0.12 531 0.11 513 0.13 Furniture and equipment 174 0.11 166 0.12 510 0.11 462 0.12 Directors' & shareholders' 164 0.10 157 0.11 509 0.11 473 0.12 Business promotion 159 0.10 104 0.08 422 0.09 305 0.08 Client services paid by Bank 147 0.09 145 0.10 468 0.10 457 0.12 Amortization of core deposit intangibles and goodwill 110 0.07 114 0.08 329 0.07 342 0.09 Merger costs ----- ----- ----- ----- 3,424 0.73 ----- ----- Other 544 0.34 447 0.32 1,514 0.32 1,424 0.36 - ----------------------------------------------------------------------------------------------------------------------------- Total $4,423 2.73% $4,196 3.03% $15,989 3.43% $12,008 3.04% ============================================================================================================================= (1) The percentages are calculated by annualizing the expenses and comparing that amount to the average assets for the respective three and nine month periods ended September 30, 2000 and 1999.
Total other expenses for the third quarter of 2000 increased $227 from the same period a year ago, primarily as a result of a net increase in salary and benefits of $122. The third quarter 1999 expense includes the operations of Saratoga Bancorp prior to its merger with SJNB Financial Corp. on January 5, 2000. Subsequent to the merger management estimates that the combined savings in salaries and benefits on a quarterly basis was approximately $150. After taking into consideration the impact of these savings, salaries and benefits increased approximately $255. This is mainly due to increased incentives accruals and salary increases necessitated by the competitive environment for personnel and supplemental retirement programs instituted by Saratoga in 1999 and by SJNB in 2000. Total other expenses for the nine months of 2000 increased $4.0 million from the same period a year ago, primarily as a result of nonrecurring merger costs of $3.4 million, in addition to increased incentive accruals and salary increases necessitated by the competitive environment for personnel and supplemental compensations programs instituted by Saratoga in 1999 and by SJNB in 2000. As a percent of average assets, excluding nonrecurring merger costs, actual expenses were 2.73% and 2.70% in the third quarter 2000 and the nine months ended September 30, 2000, respectively, as compared to 3.03% and 3.04% in the third quarter of 1999 and the nine months ended June 30, 1999. This is mainly due to the combination of SJNB and Saratoga National Bank on January 5, 2000. Income Tax Provision The effective tax rate for the nine months ended September 30, 2000 was 39% and for year ended December 31, 1999 it was 41%. The rate is impacted by several items, the most significant of which are the amortization of intangibles, tax exempt income, the California Franchise tax, the California Franchise Tax Enterprise Tax Zone Credit and the impact of the Bank's investment in Low Income Housing Tax Credit funds. Financial Condition and Earning Assets Consolidated assets increased to $650 million at September 30, 2000 compared to $568 million at December 31, 1999. The increase related primarily to an increase in cash, investment securities, money market investments, loans and other assets, all of which was funded by an increase in deposits of $76 million. See "Funding." Federal Funds Sold and Money Market Investments Federal funds sold and money market investments were $19.9 million at September 30, 2000 as compared to $12.7 million at December 31, 1999. This increase resulted primarily from the increase in the Bank's deposits. See "Funding." Securities The following table shows the composition of the securities portfolio at September 30, 2000 and December 31, 1999. There were no issuers of securities (except U.S. Government Securities) for which the book value of securities of any issuer held by the Bank exceeded 10% of the Company's shareholders' equity.
SECURITIES PORTFOLIO (dollars in thousands) September 30, 2000 December 31, 1999 - --------------------------------------------------------------------------------------------------------------------------- Amortized Unrealized Market Amortized Unrealized Market Cost Gain (Loss) Value Cost Gain (Loss) Value - --------------------------------------------------------------------------------------------------------------------------- Securities available for sale: U. S. Treasury $1,496 $12 $1,508 $2,496 $3 $2,499 U. S. Government Agencies 43,208 (137) 43,071 37,337 (724) 36,613 State and municipal 5,213 (66) 5,147 ---- ---- ---- Mortgage-backed 56,043 (230) 55,813 38,560 (564) 37,996 Asset-backed 7,609 21 7,630 2,000 (22) 1,978 Trust-preferred 9,048 (692) 8,356 7,062 (479) 6,583 Mutual funds ---- ---- ---- 5,646 (437) 5,209 - --------------------------------------------------------------------------------------------------------------------------- Total available for sale 122,617 (1,092) 121,525 93,101 (2,223) 90,878 - --------------------------------------------------------------------------------------------------------------------------- Securities held to maturity: U. S. Government Agencies 500 2 502 499 3 502 State and municipal (nontaxable) 16,988 (743) 16,245 17,828 (1,504) 16,324 Mortgage-backed ---- ---- ---- 657 13 670 - --------------------------------------------------------------------------------------------------------------------------- Total held to maturity 17,488 (741) 16,747 18,984 (1,488 ) 17,496 Federal Home Loan Bank stock 1,051 ---- 1,051 2,563 ---- 2,563 Federal Reserve Bank stock 664 ---- 664 649 ---- 649 - --------------------------------------------------------------------------------------------------------------------------- Total 19,203 (741) 18,462 22,196 (1,488 ) 20,708 - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- Total investment securities portfolio $141,820 $(1,833) $139,987 $115,297 $(3,711) $111,586 ===========================================================================================================================
Unrealized losses generally result from the impact of current market rates being greater than those rates in effect at the time the Bank purchased the securities. The unrealized loss on securities available for sale as of September 30, 2000 was $1.1 million as compared to an unrealized loss of $2.2 million as of December 31, 1999. The decrease in unrealized losses is partially due to the inverse shape of the yield curve in addition to the recognition of $587 in losses taken in the second quarter of 2000. The losses were taken to restructure the portfolio to take advantage of the interest rate environment at that time. The Bank's weighted average maturity of the available for sale portfolio was approximately 5.0 years as of September 30, 2000, and 6.7 years at December 31, 1999. Management estimates that for each 1% change in interest rates, the value of the Company's available for sale securities will change by approximately 3.0%. The unrealized loss on securities held to maturity was $741 as of September 30, 2000, as compared to an unrealized loss of $1.5 million as of December 31, 1999. The decrease in the unrealized loss from December 31, 1999 to September 30, 2000 was due, in part, to the reduction in interest rates in addition to the appreciation in value of the state and municipal securities. This appreciation in the state and municipal securities is due to several reasons, the most significant is the impact of the inverted yield curve (where rates on longer term instruments are less than those of shorter duration) and a heavy demand for California and its subdivisions issues which make up the most significant portion of the state and municipal security portfolio. The Bank's weighted average maturity of the held to maturity investment portfolio was approximately 8.91 years as of September 30, 2000, while at December 31, 1999 it was 10.4 years. Management estimates that for each 1% change in interest rates, the value of the Company's securities held to maturity will change by approximately 5.9%. The maturities and yields of the investment portfolio at September 30, 2000 are shown below:
MATURITY AND YIELDS OF INVESTMENT SECURITIES - ---------------------------------------------------------------------------------------------------- At September 30, 2000 (dollars in thousands) Available for Sale Held to Maturity -------------------------------------------------------------------------------------------- FTE FTE Amortized Estimated Average Amortized Estimated Average Cost Fair Value Yield (1) Cost Fair Value Yield (1) -------------------------------------------------------------------------------------------- U. S. Treasury: After 1 year within 5 years $1,496 $1,508 6.25% ---------------------------------------------- Totals 1,496 1,508 6.25 ---------------------------------------------- U.S. Government Agencies: Within 1 year 9,686 9,728 5.97 $500 $502 6.78% After 1 year within 5 years 30,523 30,470 6.37 ----- ----- ----- After 5 years within 10 years 2,999 2,873 6.13 ----- ----- ----- -------------------------------------------------------------------------------------------- Totals 43,208 43,071 6.26 500 502 6.78 -------------------------------------------------------------------------------------------- State and municipal: Within 1 year ----- ----- ----- 1,015 1,024 7.66 After 1 year within 5 years 2,112 2,113 6.76 2,002 2,022 7.52 After 5 years within 10 years 1,981 1,937 7.23 1,544 1,502 7.69 After 10 years 1,120 1,097 7.34 12,427 11,696 7.92 -------------------------------------------------------------------------------------------- Totals 5,213 5,147 4.32 16,988 16,245 7.84 -------------------------------------------------------------------------------------------- Mortgage backed: Within 1 year 758 757 7.04 After 1 year within 5 years 3,594 3,482 5.85 After 5 years within 10 years 6,599 6,493 6.46 After 10 years 10,513 10,452 6.85 ---------------------------------------------- Totals 21,464 21,184 6.57 ---------------------------------------------- CMO's: Within 1 year 8,229 8,241 6.71 After 1 year within 5 years 25,072 25,108 6.72 After 5 years within 10 years 1,278 1,280 6.81 ---------------------------------------------- Totals 34,579 34,629 6.72 ---------------------------------------------- Asset backed: Within 1 year 3,989 4,000 6.71 After 1 year within 5 years 3,620 3,630 7.43 ---------------------------------------------- Totals 7,609 7,630 7.05 ---------------------------------------------- Trust-preferred: Within 1 year 1,993 1,990 7.00 After 10 years 7,055 6,366 7.91 ---------------------------------------------- Totals 9,048 8,356 7.71 ---------------------------------------------- Other: ---------------------------------------------- Non-maturity equity ----- ----- ----- 1,715 1,715 6.00 --------------- ---------------------------------------------- ----------------------------------------------------------------------------- Total investment securities 122,617 $121,525 6.52% $19,203 $18,462 7.64% ============================================================================= Net unrealized loss on securities available for sale (1,092) --------------- Total investment securities, net carrying value $121,525 =============== (1) Fully taxable equivalent.
Loan and Lease Portfolio The following table provides a breakdown of the Company's consolidated loans and leases by type of borrower:
LOAN AND LEASE PORTFOLIO (dollars in thousands) September 30, 2000 December 31, 1999 - ------------------------------------------------------------------------------------------------------------------------------ Percentage Percentage Total of Total Total of Total Amount Loans Amount Loans - ----------------------------------------------------------------------------------------------------------------------------- --------------------- ---------------------- Commercial and other $123,391 28.4% $123,873 30.7% SBA 54,038 12.5 49,949 12.4 Leasing 37,779 8.7 20,837 5.2 Factoring/Asset based 10,903 2.5 9,901 2.5 Real estate construction 44,331 10.2 48,410 12.0 Real estate term 147,541 34.0 139,103 34.5 Consumer 17,095 3.9 12,448 3.1 Unearned fee income (1,183) (0.3) (1,203) (0.3) - ----------------------------------------------------------------------------------------------------------------------------- Total loans and leases $433,895 100.0% $403,318 100.0% =============================================================================================================================
Consolidated loans and leases increased to $434 million at September 30, 2000, from $403 million at December 31, 1999 or approximately a 7.7% growth rate for the nine months. The growth was primarily due to increases in SBA lending, leasing volumes, real estate term and consumer. The Bank has elected not to aggressively seek or renew loans where, in management's opinion, the Bank's underwriting criteria is not satisfied; this has caused a slow down in loan production and an increase in payoffs when the Bank has not met competitive pressures. Competition for commercial and other loans remains highly competitive within the Bank's marketing area. Growth in SBA, leasing and real estate term, which are primarily transactional lending with competitive industry pricing, relate to the Bank's ability to penetrate the market. The growth in consumer relates to the development of a competitive product associated with the Bank's on-line banking program. Approximately 50% of the loan and lease portfolio is directly related to real estate or real estate interests, including real estate construction loans, real estate term, mortgage warehouse lines (0.6%, included in the Commercial and other category), real estate equity lines (1.5%, included in the Consumer category), loans to real estate developers for short-term investment purposes (2.9%) and loans for real estate investment purposes made to non-developers (.6%). The latter two types of loans are included in the Commercial and other category. Approximately 28% of the loan and lease portfolio is made up of commercial loans; however, in management's view, no particular industry represents a significant portion of such loans. The following table shows the maturity and interest rate sensitivity of commercial, real estate construction and real estate term loans at September 30, 2000. Approximately 77% of the commercial, SBA and real estate loan portfolio have floating interest rates which, in management's opinion, generally limits the exposure to interest rate risk on long-term loans and leases but can have a negative impact when rates decline.
COMMERCIAL AND REAL ESTATE LOAN MATURITY AND INTEREST RATE SENSISTIVITY (dollars in thousands) Balances maturing Interest Rate Sensitivity ----------------------------------------------------------------------- Predeter- Balances at One year mined Floating September 30, One year to five Over five interest interest 2000 or less years years rates rates - --------------------------------------------------------------------------------------------------------------------------- Commercial and other $123,391 $80,654 $32,647 $10,090 $25,863 $97,528 SBA 54,038 2,893 10,655 40,490 2,404 51,634 Real estate construction 44,331 40,406 ---- 3,925 9,286 35,046 Real estate-other 147,541 14,284 40,051 93,206 46,378 101,162
The Company utilizes a method of assigning a minimum and maximum loss ratio to each grade of loan or lease within each category of borrower (commercial, real estate term, real estate construction, factoring/asset-based lending, consumer, SBA, etc.) and leases. Loans and leases are graded on a ranking system based on management's assessment of the loan or lease's credit quality. The assigned loss ratio is based upon, among other things, the Company's prior experience, industry experience, delinquency trends and the level of nonaccrual loans and leases. Loans secured by real estate are evaluated on the basis of their underlying collateral in addition to using the assigned loss ratios. The methodology also considers (and assigns a risk factor for) current economic conditions, off-balance sheet risk (including SBA guarantees and servicing and letters of credit) and concentrations of credit. In addition, each loan and lease is evaluated on the basis of whether or not it is impaired. For impaired loans and leases, the expected cash flow is discounted on the basis of the loan's interest rate. The methodology provides a systematic approach believed by management to measure the risk of possible future loan and lease losses. Management and the Board of Directors evaluate the allowance and determine the desired level of the allowance considering objective and subjective measures, such as knowledge of the borrowers' business, valuation of collateral and exposure to potential losses. The allowance for loan and lease losses was approximately $7.2 million at September 30, 2000, or 1.65% of total loans and leases outstanding on such date. The allowance for loan and lease losses is a general reserve available against the total loan and lease portfolio and off-balance sheet credit exposure. While management uses available information to recognize losses on loans and leases, future additions to the allowance may be necessary based on changes in economic conditions or other factors. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowance for loan and lease losses. Such agencies may require the Bank to provide additions to the allowance based on their judgment of information available to them at the time of their examination. The following schedule provides an analysis of the allowance for loan and lease losses:
ALLOWANCE FOR LOAN AND LEASE LOSSES (dollars in thousands) Quarter ended Nine months ended Year ended September 30, September 30, December 31, ------------------------------------------------------------- 2000 1999 2000 1999 1999 - ----------------------------------------------------------------------------------------------------------------------------- Balance, beginning of the period $6,703 $5,764 $6,412 $5,494 $5,494 Charge-offs by loan or lease category: Commercial 6 108 ---- ---- ---- SBA 17 17 18 ---- ---- Real estate-construction 376 ---- ---- ---- ---- Real estate term 4 ---- ---- ---- ---- Consumer 5 1 15 21 35 - ----------------------------------------------------------------------------------------------------------------------------- Total charge-offs 22 1 408 27 165 - ----------------------------------------------------------------------------------------------------------------------------- Recoveries by loan or lease category: Commercial 108 75 129 145 150 SBA 1 3 5 ---- ---- Real estate-construction 120 1 379 3 4 Real estate term 4 ---- ---- ---- ---- Consumer 110 2 132 58 59 - ----------------------------------------------------------------------------------------------------------------------------- Total recoveries 338 79 640 209 222 - ----------------------------------------------------------------------------------------------------------------------------- Net charge-offs (recoveries) (316) (78) (232) (182) (57) - ----------------------------------------------------------------------------------------------------------------------------- Provision charged to expense 150 150 525 316 861 - ----------------------------------------------------------------------------------------------------------------------------- Balance, end of the period $7,169 $5,992 $7,169 $5,992 $6,412 ============================================================================================================================= Ratios: Net (recoveries) charge-offs to average loans and leases, (.30%) (.08%) (.07%) (.07%) (.02%) annualized Allowance to total loans and leases at the end of the period 1.65 1.58 1.65 1.58 1.59 Allowance to nonperforming loans and leases at end of the 753.00 485.00 753.00 485.00 296.00 period =============================================================================================================================
During the third quarter of 2000, the Bank wrote-off $22 in loans and had recoveries of $338 for a total net recovery of $316. During the third quarter of 1999, the Bank wrote-off $1 in loans and had recoveries of $79 for a total of $78 in net recoveries. For the nine months ended September 30, 2000, the Company had total charge-offs of $408 compared to $27 for the nine months ended September 30, 1999. Recoveries for the nine months ended September 30, 2000 were $640 as compared to $209 for the same period in the prior year. The allowance for loan and lease losses was 753% of nonperforming loans and leases at September 30, 2000 compared to 296% at December 31, 1999. The increase in the percentage of allowance for loan and lease losses to nonperforming loans and leases was due to the reduction in nonperforming loans and an increase in the allowance for loan and lease losses. See "Nonperforming Loans and Leases." Nonperforming Loans and Leases Nonperforming loans and leases consist of loans and leases for which the accrual of interest has been suspended, restructured loans and leases and other loans and leases with principal or interest contractually past due 90 days or more and still accruing. At September 30, 2000, there was approximately $943 in loans and leases for which the accrual of interest had been suspended and $9 of loans and leases with principal or interest contractually past due 90 days or more and still accruing for a total of $952 of nonperforming loans and leases. At December 31, 1999 there was approximately $2,148 in loans for which the accrual of interest had been suspended plus $15 with principal or interest contractually past due 90 days or more and still accruing for a total of $2,163 in nonperforming loans and leases. As of September 30, 2000, nonperforming loans and leases consisted of two loans and two leases. The two loans amount to $80 and one is secured by real estate and one has an SBA guarantee. The leases in the amount of $663 are for printing presses and together with a vendor's holdback management believes the collateral has sufficient value to recover any potential loss. Management does not consider the loss exposure on these loans and leases to be significant at September 30, 2000. Management conducts an ongoing evaluation and review of the loan and lease portfolio in order to identify potential nonperforming loans and leases. Management considers loans and leases which are classified for regulatory purposes, and loans and leases which are graded as classified by the Bank's outside loan review consultant and internal personnel, as to whether they (i) represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity, or capital resources, or (ii) represent material credit information about which management is aware which causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms. Based on such reviews as of September 30, 2000, management has not identified any significant loans or leases not mentioned above with respect to which known information causes management to have serious doubts about the borrowers' abilities to comply with present repayment terms, such that the loans and leases might subsequently be classified as nonperforming. Changes in world, national or local economic conditions or specific industry segments (including declining exports), rising interest rates, declines in real estate values, declines in securities markets and acts of nature could have an adverse effect on the ability of borrowers to repay outstanding loans and leases and the value of real estate and other collateral securing such loans and leases. The Bank is committed on a letter of credit in the amount of $650, which relates to a real estate loan, which was written off during the first quarter of 2000. The letter of credit supports the necessary required infrastructure relating to the real estate project. It is estimated that 80% of such infrastructure has been completed. The estimated exposure for this letter of credit has been specifically identified in the Bank's allowance for loan and lease losses. Other Assets Other assets increased approximately $13 million to $25 million at September 30, 2000 from the December 31, 1999 amount of $12. The increase is primarily due to the purchase of approximately $10 million in life insurance policies on key executives and directors of the Company and the investment in a low income housing tax credit investment fund of $1.0 million. Funding The following table provides a breakdown of deposits by category as of the dates indicated:
DEPOSIT CATEGORIES (dollars in thousands) September 30, 2000 December 31, 1999 - ----------------------------------------------------------------------------------------------------------------------------- Percentage Percentage Total of Total Total of Total Amount Deposits Amount Deposits - ----------------------------------------------------------------------------------------------------------------------------- Noninterest-bearing demand $126,824 23.1% $94,687 20.0% Interest-bearing demand 78,184 14.2 78,523 16.6 Money market and savings 148,207 27.0 140,871 29.8 Certificates of deposit: Less than $100 56,832 10.4 54,172 11.4 $100 or more 138,592 25.3 105,480 22.3 - ----------------------------------------------------------------------------------------------------------------------------- Total $548,639 100.0% $473,733 100.0% =============================================================================================================================
Deposits as of September 30, 2000 were $549 million compared to $474 million at December 31, 1999. The source of deposit growth was from all areas, except interest-bearing demand deposits and represented the dynamic economic environment of Silicon Valley, including a strong real estate market, venture capital fundings, and the continued strength of the initial public offering market. Management believes that non-interest bearing deposits could decrease as a percent of the total, in part, due to competitive pressures and changes in the deposit products being utilized by the Bank's customers, which has caused a shift to higher-yielding interest-bearing products. See "Capital and Liquidity-Liquidity." Asset/Liability Management The Company's balance sheet position is asset-sensitive (based upon the significant amount of variable rate loans and the repricing characteristics of its deposit accounts). This balance sheet position generally provides a hedge against rising interest rates, but has a detrimental effect during times of interest rate decreases. Net interest income is negatively impacted in the short term by a decline in interest rates. Conversely, an increase in interest rates should have a short-term positive impact on net interest income. As of July 7, 2000, the Bank entered into a three-year interest rate swap, as a partial hedge against its prime rate variable loan portfolio, where the Bank will receive 9.6% and pay the daily average prime rate. The Bank believes this will be accounted for as a cash flow hedge under FAS No. 133, as amended. Capital and Liquidity Capital The Federal Reserve Board's risk-based capital guidelines require that total capital be in excess of 8% of total assets on a risk-weighted basis. Under the guidelines for a bank holding company, capital requirements are based upon the composition of the Company's asset base and the risk factors assigned to those assets. The guidelines characterize an institution's capital as being "Tier 1" capital (defined to be principally shareholders' equity less intangible assets) and "Tier 2" capital (defined to be principally the allowance for loan losses, limited to one and one-fourth percent of gross risk weighted assets). The guidelines require the Company to maintain a risk-based capital target ratio of 8%, one-half or more of which should be in the form of Tier 1 capital. The Comptroller of the Currency also requires SJNB to maintain adequate capital. The Comptroller's current regulations require national banks to maintain Tier 1 leverage capital ratio equal to at least 3% to 5% of total assets, depending on the Comptroller's evaluation of the Bank. The Comptroller also has adopted risk-based capital requirements. Similar to the Federal Reserve Bank's guidelines, the amount of capital the Comptroller requires a bank to maintain is based upon the composition of its asset base and risk factors assigned to those assets. The guidelines require the Bank to maintain a risk-based capital target ratio of 8%, one-half or more of which should be in the form of Tier 1 capital. The capital ratios of the Bank are similar to the capital ratios of the Company. The table below summarizes the various capital ratios of the Company and the Bank at September 30, 2000 and December 31, 1999.
Risk-based and Leverage Capital Ratios (dollars in thousands) September 30, 2000 December 31, 1999 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Company-Risk-based Amount Ratio Amount Ratio ------------------------------------------------------------------------------- Tier 1 capital $56,205 10.65% $50,371 11.08% Tier 1 capital minimum requirement 21,109 4.00 18,177 4.00 ------------------------------------------------------------------------------- Excess $35,096 6.65% $32,194 7.08% =============================================================================== Total capital $62,809 11.90% $56,060 12.34% Total capital minimum requirement 42,218 8.00 36,354 8.00 ------------------------------------------------------------------------------- Excess $20,591 3.90% $19,706 4.34% =============================================================================== ------------------------------------------------------------------------------- Risk-adjusted assets $527,730 $454,429 ==================== ==================== Company-Leverage Tier 1 capital $56,205 8.68% $50,371 8.88% Minimum leverage ratio requirement 25,903 4.00 22,685 4.00 ------------------------------------------------------------------------------- Excess $30,302 4.68% $27,686 4.88% =============================================================================== ------------------------------------------------------------------------------- Average total assets $647,575 $567,130 ==================== ==================== Bank-Risk-based Tier 1 capital $54,904 10.47% $48,050 10.57% Tier 1 capital minimum requirement 20,974 4.00 18,180 4.00 ------------------------------------------------------------------------------- Excess $33,930 6.47% $29,870 6.57% =============================================================================== Total capital $61,466 11.72% $53,740 11.82% Total capital minimum requirement 41,948 8.00 36,360 8.00 ------------------------------------------------------------------------------- Excess $19,519 3.72% $17,380 3.82% =============================================================================== ------------------------------------------------------------------------------- Risk-adjusted assets $524,347 $454,503 ==================== ==================== Bank-Leverage Tier 1 capital $54,904 8.48% $48,050 8.47% Minimum leverage ratio requirement 25,911 4.00 22,679 4.00 ------------------------------------------------------------------------------- Excess $28,993 4.48% $25,371 4.47% =============================================================================== ------------------------------------------------------------------------------- Average total assets $647,777 $566,978 ==================== ====================
Liquidity Management strives to maintain a level of liquidity sufficient to meet customer requirements for loan and lease funding and deposit withdrawals in an economically feasible manner. Liquidity requirements are evaluated by taking into consideration factors such as deposit concentrations, seasonality and maturities, loan and lease demand, capital expenditures, and prevailing and anticipated economic conditions. SJNB's business is generated primarily through customer referrals and employee business development efforts; however SJNB could utilize purchased deposits to satisfy temporary liquidity needs. The Bank's source of liquidity consists of its deposits with other banks, overnight funds sold to correspondent banks and other short-term investments, short-term securities held to maturity, and securities available for sale less short-term borrowings. At September 30, 2000, consolidated net liquid assets totaled $135 million or 21% of consolidated total assets as compared to $93 million or 16% of consolidated total assets at December 31, 1999. In addition to the liquid asset portfolio, SJNB also has available $27 million in informal lines of credit with three major commercial banks, a collateralized repurchase agreement with a maximum limit of $30 million, the guaranteed portion of the SBA loan portfolio of approximately $32 million, and a credit facility with the Federal Reserve Bank based on loans secured by real estate for approximately $7.3 million. SJNB is primarily a business and professional bank and, as such, its deposit base may be more susceptible to economic fluctuations than other potential competitors. Accordingly, management strives to maintain a balanced position of liquid assets to volatile and cyclical deposits. Commercial clients in their normal course of business maintain balances in large certificates of deposit, the stability of which hinge upon, among other factors, market conditions, interest rates and business' seasonality. Large certificates of deposit amounted to 25% and 22% of total deposits on September 30, 2000 and December 31, 1999, respectively. Liquidity is also affected by portfolio maturities and the effect of interest rate fluctuations on the marketability of both assets and liabilities. The loan and lease portfolio consists primarily of floating rate, short-term loans. On September 30, 2000, approximately 28% of total consolidated assets had maturities less than one year and 67% of total consolidated loans and leases had floating rates tied to the prime rate or similar indexes. The short-term nature of the loan and lease portfolio, and loan and lease agreements which generally require monthly interest payments, provide the Company with a secondary source of liquidity. There are no material commitments for capital expenditures in 2000. The Company's liquidity is maintained by cash flows stemming from dividends and management fees from the Bank and the exercise of stock options issued to the Bank's employees and directors. The amount of dividends from the Bank is subject to certain regulatory restrictions. Subject to said restrictions, at December 31, 1999, up to $8.9 million could have been paid to the parent Company by the Bank without regulatory approval. Dividends of $3.8 million were paid to the parent company during 1999. Effects of Inflation The most direct effect of inflation on the Company is higher interest rates. Because a significant portion of the Bank's deposits are represented by non-interest-bearing demand accounts, changes in interest rates have a direct impact on the financial results of the Bank. See "Asset/Liability Management." Another effect of inflation is the upward pressure on the Company's operating expenses. Inflation did not have a material effect on the Bank's operations in 1999 or the first nine months of 2000. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company defines interest rate sensitivity as the measurement of the mismatch in repricing characteristics of assets, liabilities and off balance sheet instruments at a specified point in time. This mismatch (known as interest rate sensitivity gap) represents the potential mismatch in the change in the rate of interest income and interest expense that would result from a change in interest rates. Mismatches in interest rate repricing among assets and liabilities arise primarily from the interaction of various customer businesses (i.e., types of loans and leases versus the types of deposits maintained) and from management's discretionary investment and funds gathering activities. The Company attempts to manage its exposure to interest rate sensitivity. However, due to its size and direct competition from the major banks, the Company must offer products which are competitive in the market place, even if less than optimum with respect to its interest rate exposure. The Company's balance sheet position at September 30, 2000 was asset-sensitive on a short-term basis, based upon the significant amount of variable rate loans and the repricing characteristics of its deposit accounts. This position provides a hedge against rising interest rates, but has a detrimental effect during times of interest rate decreases. Net interest revenues are negatively impacted by a decline in interest rates. The interest rate gap is a measure of interest rate exposure and is based upon the known repricing dates of certain assets and liabilities and assumed repricing dates of others. Management believes there has been no significant change in the Bank's market risk exposures disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Summary of Financial Results - Net Interest Income." Commencing in the third quarter of 1999, the Federal Open Market Committee ("FOMC") began a process of increasing interest rates to offset the possible increase in inflation and to slow down consumer spending. Through September 30, 2000, the FOMC had increased interest rates 175 basis points. During this period the Bank has experienced an increase in its net interest margin. The effect of possible interest rate changes is not precisely determinable due to the many factors influencing the Bank's net interest margin, including repricing of deposits, a change in mix of the loan, lease and deposit portfolios and other borrowings, changes in relative volumes, the speed in which fixed rate loans and leases are repriced, discretionary investment activities and other factors. Although, there is a positive change in the Bank's net interest margin, during this period the Bank also experienced significant growth in its higher cost funding sources, such as money market savings and certificates of deposits. The growth in these deposits and a larger proportional investment of funds in investment securities had the impact of offsetting a portion of the increase in the net interest margin. In evaluating the Company's exposure to interest rate risk, certain shortcomings inherent in the method of analysis must be considered. For example, although certain assets and liabilities may have similar maturities or periods to reprice, they may react in different degrees to changes in market interest rates. Additionally, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market interest rates. Further, certain earning assets have features, which restrict changes in interest rates on a short-term basis and over the life of the asset. The Company considers the anticipated effects of these various factors when implementing its interest rate risk management activities, including the utilization of certain interest rate hedges. PART II - OTHER INFORMATION Item 1. Legal Proceedings Neither the Company nor the Bank is a party to any material pending legal proceeding, nor is their property the subject of any material pending legal proceeding, except ordinary routine legal proceedings arising in the ordinary course of the Bank's business and incidental to its business, none of which are expected to have a material adverse impact upon the Company's or the Bank's business, financial position or results of operations. Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS Not applicable. Item 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. Item 5. OTHER INFORMATION Not applicable. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits The following exhibits are filed as part of this report: (2)a. Agreement and Plan of Merger by and among the Registrant, Saratoga Bancorp and Saratoga National Bank, dated as of August 27, 1999, is hereby incorporated by reference to Exhibit 2.1 of the Registrant's Registration Statement on Form S-4 as filed on October 14, 1999, under Registration No. 333-89013. (3)(i). The Registrant's restated Articles of Incorporation are hereby incorporated by reference from Exhibit (3) (i) of the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999. (3)(ii). The Registrant's Restated Bylaws as of February 23, 2000 are hereby incorporated by reference to Exhibit 3 (ii) of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)a. The Registrant's 1992 Employee Stock Option Plan is hereby incorporated by reference from Exhibit 4.1 of the Registrant's Registration Statement on Form S-8, as filed on September 4, 1992, under Registration No. 33-51740. *(10)b. Amendment No. 1 to the 1992 Employee Stock Option Plan is hereby incorporated by reference to Exhibit (10) b. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. *(10)c. The form of Incentive Stock Option Agreement being utilized under the 1992 Employee Stock Option Plan is hereby incorporated by reference from Exhibit 4.2 of the Registrant's Registration Statement on Form S-8, as filed on September 4, 1992, under Registration No. 33-51740. *(10)d. The form of Stock Option Agreement being utilized under the 1992 Employee Stock Option Plan is hereby incorporated by reference from Exhibit 4.3 of the Registrant's Registration Statement on Form S-8, as filed on September 4, 1992, under Registration No. 33-51740. *(10)e. The Registrant's Amended 1996 Stock Option Plan is hereby incorporated by reference to Exhibit 99.1 of the Registrant's Form S-8 filed June 15, 1999, under Registration No. 333-80683 *(10) f. The form of Nonstatutory Stock Option Agreement for outside Directors being utilized under the Amended 1996 Stock Option Plan is hereby incorporated by reference to Exhibit (10) f. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. *(10)g. The form of Nonstatutory Stock Option Agreement for Employees being utilized under the Amended 1996 Stock Option Plan is hereby incorporated by reference to Exhibit (10) g. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. *(10)h. The form of Incentive Stock Option Agreement being utilized under the Amended 1996 Stock Option Plan is hereby incorporated by reference to Exhibit (10) h. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. *(10)i. The Saratoga Bancorp 1982 Stock Option Plan is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)j . The Saratoga Bancorp 1994 Stock Option Plan (Amended) is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)k. Forms of Incentive Stock Option Agreement, Non-Statutory Stock Option Agreement and Non-Statutory Stock Option Agreement for Outside Directors is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)l. Agreement between James R. Kenny and SJNB Financial Corp. and San Jose National Bank dated March 27, 1996 is hereby incorporated by reference to Exhibit (10) m. of the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 1996. *(10)m. Amendment No. 1 To Employment Agreement between James R. Kenny and SJNB Financial Corp. and San Jose National Bank dated October 6, 2000. *(10)n. Agreement between Eugene E. Blakeslee and SJNB Financial Corp. and San Jose National Bank dated March 27, 1996 is hereby incorporated by reference to Exhibit (10) n. of the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 1996. *(10)o. Amendment No. 1 To Employment Agreement between Eugene E. Blakeslee and SJNB Financial Corp. and San Jose National Bank dated October 6, 2000. (10) p. Sublease dated April 5, 1982, for premises at 95 South Market Street, San Jose, CA is hereby incorporated by reference to Exhibit (10) n. of the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994. (10) q . Sublease by and between McWhorter's Stationary and San Jose National Bank, dated July 6, 1995, and as amended August 11, 1995, and September 21, 1995, for premises at 95 South Market Street, San Jose, CA is hereby incorporated by reference to Exhibit (10) o. of the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 1995. (10) r. Agreement of Purchase and Sale dated July 27, 1988 for 12000 Saratoga-Sunnyvale Road, Saratoga, CA is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)s. Form of Director Supplemental Compensation Agreement dated September 24, 1998 between Saratoga National Bank and Robert G. Egan, John F. Lynch III and V. Ronald Mancuso, respectively, is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)t. Form of Director Life Insurance Endorsement Method Split Dollar Plan Agreement dated September 24, 1998 between Saratoga National Bank and Robert G. Egan, John F. Lynch III and V. Ronald Mancuso, respectively, is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)u. Form of Director Surrogate Supplemental Compensation Agreement dated September 24, 1998 between Saratoga National Bank and Victor E. Aboukhater and William D. Kron, respectively, is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)v. Form of Director Surrogate Life Insurance Endorsement Method Split Dollar Plan Agreement dated September 24, 1998 between Saratoga National Bank and Victor E. Aboukhater and William D. Kron, respectively, is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)w. Form of Officer Supplemental Compensation Agreement dated September 24, 1998 between Saratoga National Bank and Earl Lanna, Mary Rourke, Sandra Swenson, Barbara Resop and Cathe Franklin, respectively, is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)x. Form of Officer Life Insurance Endorsement Method Split Dollar Plan Agreement dated September 24, 1998 between Saratoga National Bank and Earl Lanna, Mary Rourke, Sandra Swenson, Barbara Resop and Cathe Franklin, respectively, is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)y. Richard L. Mount Executive Supplemental Compensation Agreement dated September 24, 1998 is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)z. Richard L. Mount Life Insurance Endorsement Method Split Dollar Plan Agreement dated September 24, 1998 is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)aa. Richard L. Mount Executive Benefits Agreement dated June 18, 1999 is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)ab. Form of Executive Supplemental Compensation Agreement dated June 1, 2000 between San Jose National Bank and James R. Kenny, Eugene E. Blakeslee, Frederic A. Charpiot, Margo Culcasi and Judith Doering Nielsen, respectively, is hereby incorporated by reference to Exhibit (10) z. of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. *(10)ac. Form of Endorsement Method Split Dollar Plan Agreement dated August 1, 2000 between San Jose National Bank and James R. Kenny, Eugene E. Blakeslee, Frederic A. Charpiot, Margo Culcasi and Judith Doering Nielsen, respectively, is hereby incorporated by reference to Exhibit (10) aa. of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. *(10)ad. Form of Endorsement Method Split Dollar Plan Agreement dated August 1, 2000 between San Jose National Bank and Ray S. Akamine, Robert A. Archer, Albert V. Bruno, Rod Diridon, Sr., F. Jack Gorry, Arthur K. Lund, Richard L. Mount, Louis Oneal, Diane Rubino, and Gary S. Vandeweghe and Douglas L. Shen, D.D.S., respectively, is hereby incorporated by reference to Exhibit (10) ab. of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. *(10)ae. Form of Director Supplemental Compensation Agreement dated June 1, 2000 between San Jose National Bank and Ray S. Akamine, Robert A. Archer, Albert V. Bruno, Rod Diridon, Sr., Robert G. Egan, F. Jack Gorry, Arthur K. Lund, V. Ronald Mancuso, D.D.S., Richard L. Mount, Louis Oneal, Diane Rubino, and Gary S. Vandeweghe and Douglas L. Shen, D.D.S. * Indicates management contract or compensation plan or arrangement. (b) Reports on Form 8-K None 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 thereunto duly authorized. SJNB FINANCIAL CORP. (Registrant) Date: November 6, 2000 /s/James R. Kenny --------------------------------------- James R. Kenny President and Chief Executive Officer Date: November 6, 2000 /s/Eugene E. Blakeslee The following exhibits are filed as part of this report: (2)a. Agreement and Plan of Merger by and among the Registrant, Saratoga Bancorp and Saratoga National Bank, dated as of August 27, 1999, is hereby incorporated by reference to Exhibit 2.1 of the Registrant's Registration Statement on Form S-4 as filed on October 14, 1999, under Registration No. 333-89013. --------------------------------------- Eugene E. Blakeslee Executive Vice President and Chief Financial Officer (Chief Accounting Officer) SJNB Financial Corp. Form 10-Q Exhibits September 30, 2000 The following exhibits are filed as part of this report: (2)a. Agreement and Plan of Merger by and among the Registrant, Saratoga Bancorp and Saratoga National Bank, dated as of August 27, 1999, is hereby incorporated by reference to Exhibit 2.1 of the Registrant's Registration Statement on Form S-4 as filed on October 14, 1999, under Registration No. 333-89013. (3)(i). The Registrant's restated Articles of Incorporation are hereby incorporated by reference from Exhibit (3) (i) of the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999. (3)(ii). The Registrant's Restated Bylaws as of February 23, 2000 are hereby incorporated by reference to Exhibit 3 (ii) of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)a. The Registrant's 1992 Employee Stock Option Plan is hereby incorporated by reference from Exhibit 4.1 of the Registrant's Registration Statement on Form S-8, as filed on September 4, 1992, under Registration No. 33-51740. *(10)b. Amendment No. 1 to the 1992 Employee Stock Option Plan is hereby incorporated by reference to Exhibit (10) b. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. *(10)c. The form of Incentive Stock Option Agreement being utilized under the 1992 Employee Stock Option Plan is hereby incorporated by reference from Exhibit 4.2 of the Registrant's Registration Statement on Form S-8, as filed on September 4, 1992, under Registration No. 33-51740. *(10)d. The form of Stock Option Agreement being utilized under the 1992 Employee Stock Option Plan is hereby incorporated by reference from Exhibit 4.3 of the Registrant's Registration Statement on Form S-8, as filed on September 4, 1992, under Registration No. 33-51740. *(10)e. The Registrant's Amended 1996 Stock Option Plan is hereby incorporated by reference to Exhibit 99.1 of the Registrant's Form S-8 filed June 15, 1999, under Registration No. 333-80683 *(10) f. The form of Nonstatutory Stock Option Agreement for outside Directors being utilized under the Amended 1996 Stock Option Plan is hereby incorporated by reference to Exhibit (10) f. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. *(10)g. The form of Nonstatutory Stock Option Agreement for Employees being utilized under the Amended 1996 Stock Option Plan is hereby incorporated by reference to Exhibit (10) g. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. *(10)h. The form of Incentive Stock Option Agreement being utilized under the Amended 1996 Stock Option Plan is hereby incorporated by reference to Exhibit (10) h. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. *(10)i. The Saratoga Bancorp 1982 Stock Option Plan is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)j . The Saratoga Bancorp 1994 Stock Option Plan (Amended) is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)k. Forms of Incentive Stock Option Agreement, Non-Statutory Stock Option Agreement and Non-Statutory Stock Option Agreement for Outside Directors is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)l. Agreement between James R. Kenny and SJNB Financial Corp. and San Jose National Bank dated March 27, 1996 is hereby incorporated by reference to Exhibit (10) m. of the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 1996. *(10)m. Amendment No. 1 To Employment Agreement between James R. Kenny and SJNB Financial Corp. and San Jose National Bank dated October 6, 2000. *(10)n. Agreement between Eugene E. Blakeslee and SJNB Financial Corp. and San Jose National Bank dated March 27, 1996 is hereby incorporated by reference to Exhibit (10) n. of the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 1996. *(10)o. Amendment No. 1 To Employment Agreement between Eugene E. Blakeslee and SJNB Financial Corp. and San Jose National Bank dated October 6, 2000. (10) p. Sublease dated April 5, 1982, for premises at 95 South Market Street, San Jose, CA is hereby incorporated by reference to Exhibit (10) n. of the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994. (10) q . Sublease by and between McWhorter's Stationary and San Jose National Bank, dated July 6, 1995, and as amended August 11, 1995, and September 21, 1995, for premises at 95 South Market Street, San Jose, CA is hereby incorporated by reference to Exhibit (10) o. of the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 1995. (10) r. Agreement of Purchase and Sale dated July 27, 1988 for 12000 Saratoga-Sunnyvale Road, Saratoga, CA is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)s. Form of Director Supplemental Compensation Agreement dated September 24, 1998 between Saratoga National Bank and Robert G. Egan, John F. Lynch III and V. Ronald Mancuso, respectively, is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)t. Form of Director Life Insurance Endorsement Method Split Dollar Plan Agreement dated September 24, 1998 between Saratoga National Bank and Robert G. Egan, John F. Lynch III and V. Ronald Mancuso, respectively, is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)u. Form of Director Surrogate Supplemental Compensation Agreement dated September 24, 1998 between Saratoga National Bank and Victor E. Aboukhater and William D. Kron, respectively, is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)v. Form of Director Surrogate Life Insurance Endorsement Method Split Dollar Plan Agreement dated September 24, 1998 between Saratoga National Bank and Victor E. Aboukhater and William D. Kron, respectively, is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)w. Form of Officer Supplemental Compensation Agreement dated September 24, 1998 between Saratoga National Bank and Earl Lanna, Mary Rourke, Sandra Swenson, Barbara Resop and Cathe Franklin, respectively, is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)x. Form of Officer Life Insurance Endorsement Method Split Dollar Plan Agreement dated September 24, 1998 between Saratoga National Bank and Earl Lanna, Mary Rourke, Sandra Swenson, Barbara Resop and Cathe Franklin, respectively, is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)y. Richard L. Mount Executive Supplemental Compensation Agreement dated September 24, 1998 is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)z. Richard L. Mount Life Insurance Endorsement Method Split Dollar Plan Agreement dated September 24, 1998 is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)aa. Richard L. Mount Executive Benefits Agreement dated June 18, 1999 is hereby incorporated by reference to Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. *(10)ab. Form of Executive Supplemental Compensation Agreement dated June 1, 2000 between San Jose National Bank and James R. Kenny, Eugene E. Blakeslee, Frederic A. Charpiot, Margo Culcasi and Judith Doering Nielsen, respectively, is hereby incorporated by reference to Exhibit (10) z. of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. *(10)ac. Form of Endorsement Method Split Dollar Plan Agreement dated August 1, 2000 between San Jose National Bank and James R. Kenny, Eugene E. Blakeslee, Frederic A. Charpiot, Margo Culcasi and Judith Doering Nielsen, respectively, is hereby incorporated by reference to Exhibit (10) aa. of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. *(10)ad. Form of Endorsement Method Split Dollar Plan Agreement dated August 1, 2000 between San Jose National Bank and Ray S. Akamine, Robert A. Archer, Albert V. Bruno, Rod Diridon, Sr., F. Jack Gorry, Arthur K. Lund, Richard L. Mount, Louis Oneal, Diane Rubino, and Gary S. Vandeweghe and Douglas L. Shen, D.D.S., respectively, is hereby incorporated by reference to Exhibit (10) ab. of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. *(10)ae. Form of Director Supplemental Compensation Agreement dated June 1, 2000 between San Jose National Bank and Ray S. Akamine, Robert A. Archer, Albert V. Bruno, Rod Diridon, Sr., Robert G. Egan, F. Jack Gorry, Arthur K. Lund, V. Ronald Mancuso, D.D.S., Richard L. Mount, Louis Oneal, Diane Rubino, and Gary S. Vandeweghe and Douglas L. Shen, D.D.S. * Indicates management contract or compensation plan or arrangement. EX-10.M 2 0002.txt AMENDMENT TO EMPLOYMENT AGREEMENT FOR KENNY AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT to the Employment Agreement (the "Agreement") entered into as of March 27, 1996 by and between SJNB Financial Corp. and San Jose National Bank, a national banking association ("Employer"), and James R. Kenny ("Employee") is made and entered into effective July __, 2000. RECITALS WHEREAS, Employer and Employee have entered into the Agreement governing the employment of Employee and now wish to amend the Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Employer and Employee hereby agree as follows: 1. Paragraph 13(c) shall be amended in its entirety to read as follows: "Personal Insurance. Employer shall provide during the term of this Agreement, at Employer's sole cost, a policy or policies of term life insurance coverage in the amount of Two Hundred Fifty Thousand Dollars ($250,000) and group life, health (including medical, dental and hospitalization), accident and disability insurance coverage for Employee and his dependents either through a policy or policies of standard coverage provided by an insurer or insurers selected by Employer in its sole discretion. In the event of a termination of Employee's employment pursuant to paragraph 16(b) or 16(e), or automatic termination based upon paragraph 16(a)(1), (4), (7), or (12)(to the extent of Employer's breach), Employer shall continue to provide for a period of thirty-six (36) months, at Employer's sole cost, the above-described policy or policies of term life insurance coverage and group life, health, accident and disability insurance coverage for Employee and his dependents, to the extent such insurance coverage is available at a cost to Employer comparable to the cost to provide such coverage to an active employee. If such insurance coverage is not available at a comparable cost to Employer, then Employer shall pay to Employee a lump-sum amount in cash equal to three times the total annual premiums paid by Employer to provide such insurance coverage to Employee in the final year of Employee's employment by Employer." 2. Subparagraph (d) of Paragraph 13 shall be added to read as follows: "(d) Outplacement Services. In the event of a termination of Employee's employment pursuant to paragraph 16(b) or 16(e), or automatic termination based upon paragraph 16(a)(1), (4), (7), or (12)(to the extent of Employer's breach), Employer shall provide for a period of thirty-six (36) months, at Employer's sole cost, outplacement services to the Employee to the extent reasonably required for the Employee to obtain substantially comparable employment; provided, however, that such outplacement services shall not involve an expenditure by Employer in excess of $_____ per annum; and provided, further, however, that after the date of his termination, Employee shall use his best efforts to obtain substantially comparable employment." 3. The first sentence of subparagraph 16(d) shall be amended in its entirety to read as follows: "In the event of termination by Employer pursuant to paragraph 16(b) or automatic termination based upon paragraph 16(a)(1), (4), (7) or (12)(to the extent of Employer's breach) of this Agreement, Employee or his designated beneficiary shall be entitled to receive severance pay at Employee's rate of salary immediately preceding such termination equal to (i) thirty-six (36) months' salary, plus (ii) the average annual bonus paid to Employee for the three (3) years prior to the date of such termination (in addition to incentive compensation or bonus payments due Employee, if any), payable in lump sum." 4. The first two paragraphs of Paragraph 16(e) shall be amended in their entirety to read as follows: "In the event of a "change in control" as defined herein and within a period of two (2) years following consummation of such a change in control (i) Employee's employment is terminated; or (ii) without Employee's consent there occurs (A) any adverse change in the nature and scope of Employee's position, responsibilities, duties, salary or benefits, or (B) any change in Employee's location of employment from within Santa Clara County, California, or (C) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of Employee's employment, then Employee shall be entitled to the following (in addition to any bonus or incentive compensation payments due Employee or any benefits which Employee is otherwise entitled to hereunder): (x) Severance pay in an amount equal to (I) three (3) times Employee's annual salary immediately preceding such change in control, plus (II) the average annual bonus paid to Employee for the three (3) years prior to the date of such termination as a result of a change in control, such amount payable in a lump sum in cash; (y) An amount equal to the product of (I) a fraction, the numerator of which is the number of days in the fiscal year in which the date of termination occurs through such date of termination, and the denominator of which is 365, and (II) the targeted amount of the Employee's annual bonus for the year in which the termination as a result of a change in control occurs (or, if such target bonus has not been established, Employee's bonus for the prior year), such amount payable in a lump sum in cash; and (z) All unvested and unexercised stock options granted to Employee pursuant to Employer's stock option plan(s) shall immediately vest and become exercisable. Notwithstanding anything in this Agreement to the contrary, and in particular this Section 16(e) hereof, if any payment made under this Agreement is a "golden parachute payment" as defined in Section 28(k) of the Federal Deposit Insurance Act (12 U.S.C. section 1828(k)) and Part 359 of the Rules and Regulations of the Federal Deposit Insurance Corporation (collectively, the "FDIC Rules") or is otherwise prohibited, restricted or subject to the prior approval of the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, or any other regulatory agency or governmental authority having jurisdiction over the Employer, no payment shall be made hereunder without complying with said FDIC Rules." 5. A new Paragraph 27 shall be added to read as follows: "27. Certain Additional Payments by Employer. (a) In the event it shall be determined that any payment or distribution by Employer to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 27) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 27(c), all determinations required to be made under this Section 27, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG LLP, or such other certified public accounting firm reasonably acceptable to Employer as may be designated by Employee (the "Accounting Firm") which shall provide detailed supporting calculations both to Employer and Employee within 15 business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by Employer. All fees and expenses of the Accounting Firm shall be borne solely by Employer. Any Gross-Up Payment, as determined pursuant to this Section 27, shall be paid by Employer to Employee within five days of the later of (i) the due date for the payment of any Excise Tax, and (ii) the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon Employer and Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Employer should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that Employer exhausts its remedies pursuant to Section 27(c) and Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Employer to or for the benefit of Employee. (c) Employee shall notify Employer in writing of any claim by the Internal Revenue Service ("IRS") that, if successful, would require the payment by Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Employee is informed in writing of such claim and shall apprise Employer of the nature of such claim and the date on which such claim is requested to be paid. Employee shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Employer notifies Employee in writing prior to the expiration of such period that it desires to contest such claim, Employee shall: (i) give Employer any information reasonably requested by Employer relating to such claim, (ii) take such action in connection with contesting such claim as Employer shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Employer, (iii) cooperate with Employer in good faith in order effectively to contest such claim, and (iv) permit Employer to participate in any proceedings relating to such claim; provided, however, that Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 27(c), Employer shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Employee to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer shall determine; provided, however, that if Employer directs Employee to pay such claim and sue for a refund, Employer shall advance the amount of such payment to Employee, on an interest-free basis and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Employer's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or any other taxing authority. (d) If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 27(c), Employee becomes entitled to receive any refund with respect to such claim, Employee shall (subject to Employer's complying with the requirements of Section 27(c)) promptly pay to Employer the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 27(c), a determination is made that Employee shall not be entitled to any refund with respect to such claim and Employer does not notify Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid." 6. Except as set forth herein, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above. EMPLOYER EMPLOYEE SAN JOSE NATIONAL BANK By ______________________ ______________________________ James R. Kenny EX-10.O 3 0003.txt AMENDMENT TO EMPLOYMENT AGREEMENT FOR BLAKESLEE AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT to the Employment Agreement (the "Agreement") entered into as of March 27, 1996 by and between SJNB Financial Corp. and San Jose National Bank, a national banking association ("Employer"), and Eugene E. Blakeslee ("Employee") is made and entered into effective July __, 2000. RECITALS WHEREAS, Employer and Employee have entered into the Agreement governing the employment of Employee and now wish to amend the Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Employer and Employee hereby agree as follows: 1. Subparagraph (c) of Paragraph 13 shall be added to read as follows: "(c) "Personal Insurance. Employer shall provide during the term of this Agreement, at Employer's sole cost, group health (including medical, dental and hospitalization) insurance coverage for Employee and his dependents either through a policy or policies of standard coverage provided by an insurer or insurers selected by Employer in its sole discretion. In the event of a termination of Employee's employment pursuant to paragraph 16(b) or 16(e), or automatic termination based upon paragraph 16(a)(1), (4), (7), or (12)(to the extent of Employer's breach), Employer shall continue to provide for a period of twenty-four (24) months, at Employer's sole cost, the above-described policy or policies of group health insurance coverage for Employee and his dependents, to the extent such insurance coverage is available at a cost to Employer comparable to the cost to provide such coverage to an active employee. If such insurance coverage is not available at a comparable cost to Employer, then Employer shall pay to Employee a lump-sum amount in cash equal to two times the total annual premiums paid by Employer to provide such insurance coverage to Employee in the final year of Employee's employment by Employer." 2. Subparagraph (d) of Paragraph 13 shall be added to read as follows: "(d) Outplacement Services. In the event of a termination of Employee's employment pursuant to paragraph 16(b) or 16(e), or automatic termination based upon paragraph 16(a)(1), (4), (7), or (12)(to the extent of Employer's breach), Employer shall provide for a period of twenty-four (24) months, at Employer's sole cost, outplacement services to the Employee to the extent reasonably required for the Employee to obtain substantially comparable employment; provided, however, that such outplacement services shall not involve an expenditure by Employer in excess of $_____ per annum; and provided, further, however, that after the date of his termination, Employee shall use his best efforts to obtain substantially comparable employment." 3. The first sentence of subparagraph 16(d) shall be amended in its entirety to read as follows: "In the event of termination by Employer pursuant to paragraph 16(b) or automatic termination based upon paragraph 16(a)(1), (4), (7) or (12)(to the extent of Employer's breach) of this Agreement, Employee or his designated beneficiary shall be entitled to receive severance pay at Employee's rate of salary immediately preceding such termination equal to (i) twenty-four (24) months' salary, plus (ii) the average annual bonus paid to Employee for the three (3) years prior to the date of such termination (in addition to incentive compensation or bonus payments due Employee, if any), payable in lump sum." 4. The first two paragraphs of Paragraph 16(e) shall be amended in their entirety to read as follows: "In the event of a "change in control" as defined herein and within a period of two (2) years following consummation of such a change in control (i) Employee's employment is terminated; or (ii) without Employee's consent there occurs (A) any adverse change in the nature and scope of Employee's position, responsibilities, duties, salary or benefits, or (B) any change in Employee's location of employment from within Santa Clara County, California, or (C) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of Employee's employment, then Employee shall be entitled to the following (in addition to any bonus or incentive compensation payments due Employee or any benefits which Employee is otherwise entitled to hereunder): (x) Severance pay in an amount equal to (I) two (2) times Employee's annual salary immediately preceding such change in control, plus (II) the average annual bonus paid to Employee for the three (3) years prior to the date of such termination as a result of a change in control, such amount payable in a lump sum in cash; (y) An amount equal to the product of (I) a fraction, the numerator of which is the number of days in the fiscal year in which the date of termination occurs through such date of termination, and the denominator of which is 365, and (II) the targeted amount of the Employee's annual bonus for the year in which the termination as a result of a change in control occurs (or, if such target bonus has not been established, Employee's bonus for the prior year), such amount payable in a lump sum in cash; and (z) All unvested and unexercised stock options granted to Employee pursuant to Employer's stock option plan(s) shall immediately vest and become exercisable. Notwithstanding anything in this Agreement to the contrary, and in particular this Section 16(e) hereof, if any payment made under this Agreement is a "golden parachute payment" as defined in Section 28(k) of the Federal Deposit Insurance Act (12 U.S.C. section 1828(k)) and Part 359 of the Rules and Regulations of the Federal Deposit Insurance Corporation (collectively, the "FDIC Rules") or is otherwise prohibited, restricted or subject to the prior approval of the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, or any other regulatory agency or governmental authority having jurisdiction over the Employer, no payment shall be made hereunder without complying with said FDIC Rules." 5. A new Paragraph 27 shall be added to read as follows: "27. Certain Additional Payments by Employer. (a) In the event it shall be determined that any payment or distribution by Employer to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 27) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 27(c), all determinations required to be made under this Section 27, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG LLP, or such other certified public accounting firm reasonably acceptable to Employer as may be designated by Employee (the "Accounting Firm") which shall provide detailed supporting calculations both to Employer and Employee within 15 business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by Employer. All fees and expenses of the Accounting Firm shall be borne solely by Employer. Any Gross-Up Payment, as determined pursuant to this Section 27, shall be paid by Employer to Employee within five days of the later of (i) the due date for the payment of any Excise Tax, and (ii) the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon Employer and Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Employer should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that Employer exhausts its remedies pursuant to Section 27(c) and Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Employer to or for the benefit of Employee. (c) Employee shall notify Employer in writing of any claim by the Internal Revenue Service ("IRS") that, if successful, would require the payment by Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Employee is informed in writing of such claim and shall apprise Employer of the nature of such claim and the date on which such claim is requested to be paid. Employee shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Employer notifies Employee in writing prior to the expiration of such period that it desires to contest such claim, Employee shall: (i) give Employer any information reasonably requested by Employer relating to such claim, (ii) take such action in connection with contesting such claim as Employer shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Employer, (iii) cooperate with Employer in good faith in order effectively to contest such claim, and (iv) permit Employer to participate in any proceedings relating to such claim; provided, however, that Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 27(c), Employer shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Employee to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer shall determine; provided, however, that if Employer directs Employee to pay such claim and sue for a refund, Employer shall advance the amount of such payment to Employee, on an interest-free basis and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Employer's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or any other taxing authority. (d) If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 27(c), Employee becomes entitled to receive any refund with respect to such claim, Employee shall (subject to Employer's complying with the requirements of Section 27(c)) promptly pay to Employer the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 27(c), a determination is made that Employee shall not be entitled to any refund with respect to such claim and Employer does not notify Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid." 6. Except as set forth herein, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above. EMPLOYER EMPLOYEE SAN JOSE NATIONAL BANK By ______________________ ______________________________ Eugene E. Blakeslee EX-10.AC 4 0004.txt DIRECTOR SUPPLEMENTAL COMPENSATION AGREEMENT DIRECTOR SUPPLEMENTAL COMPENSATION AGREEMENT This Agreement is made and entered into effective as of June 1, 2000, by and between San Jose National Bank, a national banking association chartered under the federal laws of the United States of America with its principal offices located in the City of San Jose, California ("the Bank"), a wholly owned subsidiary of SJNB Financial Corporation (the "Holding Company") and ____________________, an individual residing in the State of California ("the Director"). R E C I T A L S WHEREAS, the Director is a member of the Board of Directors of the Bank and/or the Holding Company and has served in such capacity since ________________; WHEREAS, the Bank desires to establish a compensation benefit for directors who are not also officers or employees of the Bank in order to attract and retain individuals with extensive and valuable experience as directors and to establish a director emeritus succession plan; and WHEREAS, the Director and the Bank wish to specify in writing the terms and conditions upon which this additional compensatory incentive will be provided to the Director. NOW, THEREFORE, in consideration of the services to be performed by the Director in the future, as well as the mutual promises and covenants contained herein, the Director and the Bank agree as follows: A G R E E M E N T 1. Terms and Definitions. 1.1 Applicable Percentage. The term "Applicable Percentage" shall mean that percentage listed on Schedule "A" attached hereto which is adjacent to the Plan Year in which the Director Retires or otherwise ceases to serve as a Director. Notwithstanding the foregoing or the percentages set forth on Schedule "A", but subject to all other terms and conditions set forth herein, the "Applicable Percentage" shall automatically become one hundred percent (100%) upon the occurrence of a "Change in Control" as defined in subparagraph 1.2 below or the Director's Disability (as defined in subparagraph 1.4 below). 1.2 Change in Control. The term "Change in Control" shall mean the occurrence of any of the following events with respect to the Bank (with the term "Bank" being defined for purposes of determining whether a "Change in Control" has occurred to include the Holding Company: (i) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or any stock exchange on which the Bank's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of the Bank in which the Bank does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of the Bank having an aggregate fair market value of fifty percent (50%) of the total value of the assets of the Bank, reflected in the most recent balance sheet of the Bank; (iv) a transaction whereby any "person" (as such term is used in the Exchange Act) or any individual, corporation, partnership, trust or any other entity becomes the beneficial owner, directly or indirectly, of securities of the Bank representing twenty-five percent (25%) or more of the combined voting power of the Bank's then outstanding securities; or (v) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Bank's shareholders, of each new director is approved by a vote of at least three-quarters (3/4) of the directors then still in office who were directors at the beginning of the period. Notwithstanding the foregoing or anything else contained herein to the contrary, there shall not be a "Change of Control" for the purposes of this Agreement if the event which would otherwise come within the meaning of the term "Change of Control" involves an Employee Stock Ownership Plan sponsored by the Bank or its Holding Company which is the party that acquires "control" or is the principal participant in the transaction constituting a "Change in Control," as described above. 1.3 The Code. The "Code" shall mean the Internal Revenue Code of 1986, as amended (the "Code"). 1.4 Disability/Disabled. The term "Disability" or "Disabled" shall have the same meaning given such terms in any policy of disability insurance maintained by the Bank for the benefit of directors including the Director. In the absence of such a policy which extends coverage to the Director in the event of disability, the terms shall mean bodily injury or disease (mental or physical) which wholly and continuously prevents the performance by the Director of his duties for at least one year. 1.5 Effective Date. The term "Effective Date" shall mean the date first written above. 1.6 Director Retirement Benefit. The term "Director Retirement Benefit" shall mean (i) $22,500 per annum or (ii) if the Director been receiving Director Emeritus Payments hereunder, $23,877 per annum, which shall be paid in equal monthly installments for the life of the Director and shall be increased each year on the anniversary date of commencement of such payments by 2%; provided that all payments shall be subject to reduction or adjustment as may be required under any other provision of this Agreement; 1.7 Director Emeritus Benefit. The term "Director Emeritus Benefit" shall mean $22,500 per year if the Director retires at age seventy (70) or $22,500 reduced by 5% per year for the difference between the age of the Director at the date the Director Retires and age seventy (70), shall be paid in equal monthly installments and shall be increased on each anniversary date of the commencement of payments by 2%; 1.8 Reduced Retirement Benefit. The term "Reduced Retirement Benefit" shall mean the amount of the Director Retirement Benefit as set forth in Paragraph 1.6 reduced by 5% per year for the difference between the age specified for the then applicable Normal Retirement Date as provided in Paragraph 1.9 next following, and the age of the Director at the date that payment of the Director Emeritus Benefit is to commence, or if none is to be paid, the date that payment of the Reduced Retirement Benefit is to commence under the terms of this Agreement; 1.9 Normal Retirement Date. The term "Normal Retirement Date" or "Normal Retirement Age" shall mean age seventy (70); provided that on or after a Change in Control as defined in Paragraph 1.2, the Normal Retirement Date or Normal Retirement Age shall mean age sixty-two (62); 1.10 Early Retirement Date. The term "Early Retirement Date" shall mean the later of the date when the Director attains age sixty (60), or the date the Director qualifies for an Applicable Percentage equal to one hundred percent (100%). 1.11 Plan Year. The term "Plan Year" shall mean the Bank's fiscal year. 1.12 Retirement. The terms "Retirement," "Retires" or "Retire" shall refer to the date which the Director acknowledges in writing to the Bank and/or the Holding Company to be the last day of service as a member of the Boards of Directors of the Bank and the Holding Company. 1.13 Removal for Cause. The term "removal for cause" shall mean the termination of the Director's service as a member of the Boards of Directors by reason of any of the following determined in good faith by disinterested members of both Boards of Bank and the Holding Company: (a) The willful, intentional and material breach or habitual and continued neglect by Director of his responsibilities and duties; (b) The continuous mental or physical incapacity of the Director, on account of Disability; (c) The Director's willful and intentional violation of any federal banking or securities laws, or of the Bylaws, rules, policies or resolutions of the Bank or the Holding Company, or the rules or regulations of the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, or any other regulatory agency or governmental authority having jurisdiction over the Bank or the Holding Company (collectively, "Bank Regulator") which has a material adverse effect upon the Bank or the Holding Company; (d) The determination by a state or federal banking agency or other governmental authority having jurisdiction over the Bank or the Holding Company that the Director is not suitable to act in the capacity for which he is employed by the Bank, or; (e) The Director is convicted of any felony or a crime involving moral turpitude or willfully and intentionally commits a fraudulent or dishonest act that has a material adverse impact on the reputation or operations of the Bank or Holding Company. 2. Scope, Purpose and Effect. 2.1 Contract of Employment. Although this Agreement is intended to provide the Director with an additional incentive to continue to serve as a member of the Boards of Directors of the Bank and Holding Company, this Agreement shall not be deemed to constitute a contract of employment between the Director and the Bank or the Holding Company nor shall any provision of this Agreement restrict the right of the Bank or the Holding Company to remove or cause the removal of the Director including, without limitation, by (i) refusal to nominate the Director for election for any successive term of office as a member of the Board of Directors of the Bank or the Holding Company, or (ii) complying with an order or other directive from a court of competent jurisdiction or any regulatory authority having jurisdiction over the Bank or Holding Company which requires either of them to take action to remove the Director. 2.2 Fringe Benefit. The benefits provided by this Agreement are granted by the Bank as a fringe benefit to the Director and are not a part of any salary reduction plan or any arrangement deferring a bonus or a salary increase. The Director has no option to take any current payments or bonus in lieu of the benefits provided by this Agreement. 2.3 Prohibited Payments. Notwithstanding anything in this Agreement to the contrary (and in particular in section 1.8 or section 3 hereof), if any payment made under this Agreement is a "golden parachute payment" as defined in Section 28(k) of the Federal Deposit Insurance Act (12 U.S.C. section 1828(k) and Part 359 of the Rules and Regulations of the Federal Deposit Insurance Corporation (collectively, the "FDIC Rules") or is otherwise prohibited, restricted or subject to the prior approval of a Bank Regulator (as defined in section 1.14 (d) herein), no payment shall be made hereunder without complying with said FDIC Rules. 3. Director Benefits Payments. 3.1 Payments for Service as Director Emeritus. Upon the attainment of the earlier of the Director's Early Retirement Date, Normal Retirement Date, the date of 100% vesting or date of removal as director without cause, but prior to a Change in Control as defined in Paragraph 1.2, the Director shall be entitled to Retire and serve the Bank and/or the Holding Company as a Director Emeritus in accordance with the procedures and policies established by the Boards of Directors of the Bank and/or the Holding Company as set forth in Schedule B attached hereto. If the Director elects to serve as a Director Emeritus of either the Bank or the Holding Company, the Director shall be paid the Applicable Percentage of the Director Emeritus Payments specified in Paragraph 1.7 until the earlier of the third anniversary of the commencement thereof or the death of the Director. If the Director declines or is unable to serve as Director Emeritus, the Director shall not receive any Director Emeritus Benefit but shall nevertheless be entitled to the Director Benefits described in subparagraph 3.2 following. 3.2 Payments After Expiration of the Director Emeritus Period. After the expiration of the three (3) year period described above in Paragraph 3.1, the Bank shall pay to the Director the Applicable Percentage of the Director Retirement Benefit specified in Paragraph 1.6. Said Payments shall commence on the third anniversary of the Director's Retirement. 4. Payments in the Event of Disability Prior to Retirement. In the event the Director becomes Disabled while serving as a member of the Board of Directors of either the Bank or the Holding Company at any time after the Effective Date of this Agreement, but prior to Retirement, the Director shall be entitled to one hundred percent (100%) of the Director Retirement Benefit specified in Paragraph 1.6. if the Director elects payments to commence at age seventy (70) or one-hundred percent (100%) of the Reduced Retirement Benefit determined under Paragraph 1.8 if the Director elects payments to commence prior to age seventy (70). The Director cannot elect payments to commence earlier than age sixty (60). A disabled Director shall not be entitled to receipt of Director Emeritus Payments. 5. Payments in the Event Director Is Terminated Prior to Retirement. As indicated in subparagraph 2.1 above, the Bank and the Holding Company each reserves the right to remove or cause the removal of the Director under certain circumstances, at any time prior to the Director's Retirement. In the event that the service of the Director shall be terminated, other than by reason of Death, Disability or Retirement, prior to the Director's Normal Retirement Date, then this Agreement shall terminate upon the date of such termination; provided, however, that the Director shall be entitled to the following benefits as my be applicable depending upon the circumstances surrounding the Director's termination: 5.1 Termination Without Cause. If the Director's service as a member of the Boards of Directors of both the Bank and the Holding Company is terminated for reasons other than as specified in paragraph 5.3 below, and such terminations are not subject to the provisions of subparagraph 5.4 below, the Director shall be entitled to be paid the Applicable Percentage of both the Director Emeritus Benefit as determined under Paragraph 1.7 and the Director Retirement Benefit or the Reduced Retirement Benefit. Payments of the Director Emeritus Benefit shall commence on the date the Director elects but not before the Director attains age sixty (60), and shall be continuous until the earlier of the third anniversary of the commencement or the Director's death. Thereafter, payment of the applicable Percentage of the Director Retirement Benefit or Reduced Retirement Benefit, whichever is applicable, shall commence and continue until the Director's death. 5.2 Voluntary Termination by the Director. If the Director's service on both Boards of Directors is terminated by voluntary resignation before age seventy (70) on a date when the Applicable Percentage is less than one hundred percent (100%), and such resignation is not subject to the provisions of subparagraph 5.4 below, the Director shall forfeit any and all rights and benefits he may have under the terms of this Agreement and shall have no right to be paid any of the amounts which would otherwise be due or paid to the Director by the Bank pursuant to the terms of this Agreement. If the Applicable Percentage is one hundred percent (100%) on the date of such voluntary resignations and the Director has not attained age sixty (60), the Director shall be entitled to the Director Emeritus Benefit and the Reduced Retirement Benefit. Payment of the Directors Emeritus Benefit shall commence when and if the Director attains age sixty (60) and shall continue until the earlier of the third anniversary of its commencement or the Director's death; thereafter the payment of the Reduced Retirement Benefit shall commence and shall continue until the Director's death. A voluntary resignation after 60 when the Director's Applicable Percentage is one hundred percent (100%) shall be deemed to be an election to Retire. 5.3 Termination by Removal for Cause. The Director agrees that if his service as a member of either the Boards of Directors is terminated by "removal for cause," as defined in subparagraph 1.14 of this Agreement, he shall forfeit any and all rights and benefits he may have under the terms of this Agreement and shall have no right to be paid any of the amounts which would otherwise be due or paid to the Director by the Bank pursuant to the terms of this Agreement. 5.4 Termination as Part of or After a Change in Control. Notwithstanding any other provision of this Agreement, in the event that the Director's service as a member of the Board of Directors of the Bank and the Holding Company is terminated as a part of or after a "Change in Control" (as defined in subparagraph 1.2 above) voluntarily, involuntarily or for any reason except as provided in subparagraph 5.3 above, the Director shall be entitled to be paid one hundred percent (100%) of the Director Retirement Benefit or Reduced Retirement Benefit as follows: The Director shall be entitled to elect the date on or after attainment of age sixty (60) that the payments shall commence. If the Director elects that payments shall commence before age sixty-two (62) he or she shall be paid the Reduced Retirement Benefit described in Paragraph 1.8 and if the Director elects the payments to commence at age sixty-two (62) or thereafter, the Director shall be paid the Director Retirement Benefit described under Paragraph 1.6. The Director shall not be entitled to receipt of Director Emeritus Payments and the payment of the Director Retirement Benefit or Reduced Retirement Benefit shall commence on the date elected as described above. 6. Right To Determine Funding Methods. The Bank reserves the right to determine, in its sole and absolute discretion, whether, to what extent and by what method, if any, to provide for the payment of the amounts which may be payable to the Director, under the terms of this Agreement. In the event that the Bank elects to fund this Agreement, in whole or in part, through the use of life insurance or annuities, or both, the Bank shall determine the ownership and beneficial interests of any such policy of life insurance or annuity. The Bank further reserves the right, in its sole and absolute discretion, to terminate any such policy, and any other devise used to fund its obligations under this Agreement, at any time, in whole or in part. Consistent with Paragraph 8 below, the Director shall have no right, title or interest in or to any funding source or amount utilized by the Bank pursuant to this Agreement, and any such funding source or amount shall not constitute security for the performance of the Bank's obligations pursuant to this Agreement. In connection with the foregoing, the Director agrees to execute such documents and undergo such medical examinations or tests which the Bank may request and which may be reasonably necessary to facilitate any funding for this Agreement including, without limitation, the Bank's acquisition of any policy of insurance or annuity. 7. Claims Procedure. The Bank shall have authority to control and manage the operation and administration of this Agreement. Consistent therewith, the Bank shall make all determinations as to the rights to benefits under this Agreement. Any decision by the Bank denying a claim by the Director for benefits under this Agreement shall be stated in writing and delivered or mailed, via registered or certified mail, to the Director, the Director's spouse or the Director's beneficiaries, as the case may be. Such decision shall set forth the specific reasons for the denial of a claim. In addition, the Bank shall provide the Director, or as applicable, the Director's spouse or beneficiaries, with a reasonable opportunity for a full and fair review of the decision denying such claim. 8. Status as an Unsecured General Creditor. Notwithstanding anything contained herein to the contrary: (i) the Director shall have no legal or equitable rights, interests or claims in or to any specific property or assets of the Bank as a result of this Agreement; (ii) none of the Bank's assets shall be held in or under any trust for the benefit of the Director or held in any way as security for the fulfillment of the obligations of the Bank under this Agreement; (iii) all of the Bank's assets shall be and remain the general unpledged and unrestricted assets of the Bank; (iv) the Bank's obligation under this Agreement shall be that of an unfunded and unsecured promise by the Bank to pay money in the future; and (v) the Director shall be an unsecured general creditor with respect to any benefits which may be payable under the terms of this Agreement. Notwithstanding subparagraphs (i) through (v) above, the Bank and the Director acknowledge and agree that, in the event of a Change in Control, upon request of the Director, or in the Bank's discretion if the Director does not so request and the Bank nonetheless deems it appropriate, the Bank shall establish, not later than the effective date of the Change in Control, a Rabbi Trust or multiple Rabbi Trusts (the "Trust" or "Trusts") upon such terms and conditions as the Bank, in its sole discretion, deems appropriate and in compliance with applicable provisions of the Code, in order to permit the Bank to make contributions and/or transfer assets to the Trust or Trusts to discharge its obligations pursuant to this Agreement. The principal of the Trust or Trusts and any earnings thereon shall be held separate and apart from other funds of the Bank to be used exclusively for discharge of the Bank's obligations pursuant to this Agreement but shall continue to be subject to the claims of the Bank's general creditors until paid to the Director in such manner and at such times as specified in this Agreement. 9. Discretion of Board to Accelerate Payout. Notwithstanding any of the other provisions of this Agreement, the Board of Directors of the Bank or the Holding Company may, if determined in its sole and absolute discretion to be appropriate, accelerate the payment of the amounts due under the terms of this Agreement, provided that the Director consents to the revised payout terms determined appropriate by the Board of Directors. 10. Miscellaneous. 10.1 Opportunity To Consult With Independent Advisors. The Director acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Director's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Director acknowledges and agrees shall be the sole responsibility of the Director notwithstanding any other term or provision of this Agreement. The Director further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Director and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this subparagraph 10.1, the Director further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. Nothing contained in this subparagraph 10.1 is intended to constitute a release by the Director of any rights to indemnity and defense for actions or inactions in the course and scope of his service as a Director which are provided to Director under the Bank's or Holding Company's Articles or Bylaws, any existing indemnity agreements, or any applicable laws. 10.2 Arbitration of Disputes. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Bank in its sole and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), located in San Jose, California. In the event JAMS is unable or unwilling to conduct the arbitration provided for under the terms of this Paragraph, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties of the American Arbitration Association ("AAA") located in San Francisco, California, shall conduct the binding arbitration referred to in this Paragraph. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. The arbitration shall be subject to such rules of procedure used or established by JAMS, or if there are none, the rules of procedure used or established by AAA. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration hereunder shall be conducted in San Jose, California, unless otherwise agreed to by the parties. 10.3 Attorneys' Fees. In the event of any arbitration or litigation concerning any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach hereof, or the interpretation hereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorneys' fees and costs incurred in connection therewith or in the enforcement or collection of any judgment or award rendered therein. The "prevailing party" means the party determined by the arbitrator(s) or court, as the case may be, to have most nearly prevailed, even if such party did not prevail in all matters, not necessarily the one in whose favor a judgment is rendered. 10.4 Notice. Any notice required or permitted of either the Director or the Bank under this Agreement shall be deemed to have been duly given, if by personal delivery, upon the date received by the party or its authorized representative; if by facsimile, upon transmission to a telephone number previously provided by the party to whom the facsimile is transmitted as reflected in the records of the party transmitting the facsimile and upon reasonable confirmation of such transmission; and if by mail, on the third day after mailing via U.S. first class mail, registered or certified, postage prepaid and return receipt requested, and addressed to the party at the address given below for the receipt of notices, or such changed address as may be requested in writing by a party. If to the Bank: San Jose National Bank One North Market Street San Jose, California 95113 Attn: President If to the Director: Robert A. Archer 14251 Juniper Lane Saratoga, California 95070 10.5 Assignment. The Director shall have no power or right to transfer, assign, anticipate, hypothecate, modify or otherwise encumber any part or all of the amounts payable hereunder, nor, prior to payment in accordance with the terms of this Agreement, shall any portion of such amounts be: (i) subject to seizure by any creditor of the Director, by a proceeding at law or in equity, for the payment of any debts, judgments, alimony or separate maintenance obligations which may be owed by the Director; or (ii) transferable by operation of law in the event of bankruptcy, insolvency or otherwise. Any such attempted assignment or transfer shall be void. 10.6 Binding Effect/Merger or Reorganization. This Agreement shall be binding upon and inure to the benefit of the Director and the Bank. Accordingly, the Bank shall not merge or consolidate into or with another corporation, or reorganize or sell substantially all of its assets to another corporation, firm or person, unless and until such succeeding or continuing corporation, firm or person agrees to assume and discharge the obligations of the Bank under this Agreement. In the alternative, the Holding Company may agree to assume and discharge the obligation of the Bank under this Agreement. Upon the occurrence of such event, the term "Bank" as used in this Agreement shall be deemed to refer to such surviving or successor firm, person, entity or corporation, or the Holding Company, as the case may be. 10.7 Nonwaiver. The failure of either party to enforce at any time or for any period of time any one or more of the terms or conditions of this Agreement shall not be a waiver of such term(s) or condition(s) or of that party's right thereafter to enforce each and every term and condition of this Agreement. 10.8 Partial Invalidity. If any terms, provision, covenant, or condition of this Agreement is determined by an arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant or condition invalid, void or unenforceable, and the Agreement shall remain in full force and effect notwithstanding such partial invalidity. 10.9 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter of this Agreement and contains all of the covenants and agreements between the parties with respect thereto. Each party to this Agreement acknowledges that no other representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not set forth herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party. 10.10Modifications. Any modification of this Agreement shall be effective only if it is in writing and signed by each party or such party's authorized representative. 10.11Paragraph Headings. The paragraph headings used in this Agreement are included solely for the convenience of the parties and shall not affect or be used in connection with the interpretation of this Agreement. 10.12No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any person. 10.13Governing Law. The laws of the State of California, other than those laws denominated choice of law rules, and where applicable, the rules and regulations of the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, or any other regulatory agency or governmental authority having jurisdiction over the Bank or the Holding Company, shall govern the validity, interpretation, construction and effect of this Agreement. IN WITNESS WHEREOF, the Bank and the Director have executed this Agreement on the date first above-written in the City of San Jose, California. BANK DIRECTOR San Jose National Bank By: ------------------------------------- By: James R. Kenny, President and Chief Executive Officer 6477.1 101\248846.3 SCHEDULE A --------------------------------------------------------------------- PLAN YEAR APPLICABLE PERCENTAGE --------------------------------------------------------------------- ----------------------------------------------------------------- --- May 1, 2000 to April 30, 2001 50% ----------------------------------------------------------------- --- ----------------------------------------------------------------- --- May 1, 2001 to April 30, 2002 60% ----------------------------------------------------------------- --- ----------------------------------------------------------------- --- May 1, 2002 to April 30, 2003 70% ----------------------------------------------------------------- --- ----------------------------------------------------------------- --- May 1, 2003 to April 30, 2004 80% ----------------------------------------------------------------- --- ----------------------------------------------------------------- --- May 1, 2004 to April 30, 2005 90% ----------------------------------------------------------------- --- ----------------------------------------------------------------- --- May 1, 2005 to April 30, 2006 and thereafter 100% ----------------------------------------------------------------- ---- 6477.1 101\248846.3 -1- SCHEDULE B DIRECTOR EMERITUS DUTIES It will be the responsibility of the Director Emeritus to perform the following duties: 1. Attend San Jose National Bank's social functions to which they have been invited; 2. Continue to refer business opportunities to the Bank; 3. Be available to provide requested advice and consulting to the Bank; and 4. Continue to represent and sponsor the Bank in the Community. 3 SCHEDULE C WAIVER OF PRIOR PLAN BENEFITS In consideration for the Director Benefits made available to the Director by this Director Supplemental Compensation Benefits Agreement (the "Agreement"), the Director acknowledges and agrees as follows: (a) The Director is a party to that certain ______________ made with the Bank or its predecessor dated _________________ (the "Prior Plan Agreement"); (b) This Agreement and the Director Benefits hereunder are provided as a substitute for the Prior Plan Agreement and the benefits provided thereunder; (c) The Prior Plan Agreement and the benefits thereunder are hereby terminated effective as of the date of this Agreement; (d) The Director hereby waives and relinquishes for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successors and assigns, any and all right, entitlement and interest that the Director has or may have pursuant to the Prior Plan Agreement and the benefits thereunder; (e) The Director accepts the Director Benefits afforded by this Agreement in full and complete substitution for the benefits otherwise provided by the Prior Plan Agreement; and (f) Without limiting the scope and effect of subparagraph 10.1 of the Agreement, the Director (i) has had an opportunity to consult with advisors of the Director's own choice in determining to enter into this Agreement and this Waiver, (ii) understands that the effect of this Waiver is to terminate, waive and relinquish forever all rights, entitlements and interests that the Director has or may have under the Prior Plan Agreement and the benefits thereunder as a condition to receiving the Director Benefits under this Agreement; and (iii) Director is entering into this Agreement and this Waiver voluntarily and will full appreciate of the effect of doing so. Dated: _______________, 2000 ______________________________ EX-27 5 0005.txt FDS --
9 0000721161 SJNB FINANCIAL CORP 1,000 US DOLLARS 3-MOS DEC-31-2000 JUL-01-2000 SEP-30-2000 1,000 24,801 599 17,915 0 121,525 19,203 18,462 433,895 7,169 649,887 548,639 14,602 7,623 0 0 0 21,642 37,010 649,887 11,459 2,736 5 14,200 5,124 5,681 8,519 150 0 4,423 4,529 4,529 0 0 2,769 0.75 0.72 5.72 943 9 0 0 6,412 22 338 7,169 7,169 0 568
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