-----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, HIn/CdicRwGBSylXUaPOCf2AuCmHdzhKGKOoQEjIEXJCE+40fRNFTxfnNwR18sIr HACckLPQ0J1aUKsxixov9w== /in/edgar/work/20000814/0000950008-00-000187/0000950008-00-000187.txt : 20000921 0000950008-00-000187.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950008-00-000187 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 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: 698507 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 SJNB FINANCIAL CORP. FORM 10-Q 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 JUNE 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: 3,688,340 shares of common stock outstanding as of August 11, 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 9 ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT - ------ MARKET RISK 25 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 26 - ------ ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 26 - ------ ITEM 3. DEFAULTS UPON SENIOR SECURITIES 26 - ------ ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 27 - ------ ITEM 5. OTHER INFORMATION 27 - ------ ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 27 - ------ SIGNATURES 31 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - ------
SJNB FINANCIAL CORP. AND SUBSIDIARY Condensed Consolidated Balance Sheets (in thousands) (Unaudited) June 30, December 31, ASSETS 2000 1999 - ----------------------------------------------------------------------------------------------------------------------------- Cash and due from banks $23,631 $18,938 Interest-bearing deposits in other banks 1,443 2,042 Federal funds sold 5,800 7,000 Money market investments 30,366 5,651 Investment securities: Available for sale 109,735 90,878 Held to maturity (Fair value: $19,184 at June 30, 2000 and $20,708 at December 31, 1999) 20,094 22,196 - ----------------------------------------------------------------------------------------------------------------------------- Total investment securities 129,829 113,074 - ----------------------------------------------------------------------------------------------------------------------------- Loans and leases 418,539 403,318 Allowance for loan and lease losses (6,703) (6,412) - ----------------------------------------------------------------------------------------------------------------------------- Loans and leases, net 411,836 396,906 - ----------------------------------------------------------------------------------------------------------------------------- Premises and equipment, net 5,494 5,564 Accrued interest receivable 3,594 3,202 Intangibles, net of accumulated amortization of $2,840 at June 30, 2000 and $2,620 at December 31, 1999 3,397 3,617 Other assets 23,334 12,087 - ----------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $638,724 $568,081 ============================================================================================================================= LIABILITIES AND SHAREHOLDERS' EQUITY - ----------------------------------------------------------------------------------------------------------------------------- Deposits: Noninterest-bearing $117,837 $94,687 Interest-bearing 425,995 379,046 - ----------------------------------------------------------------------------------------------------------------------------- Total deposits 543,832 473,733 - ----------------------------------------------------------------------------------------------------------------------------- Federal Home Loan Bank advances 20,415 22,503 Other borrowings 11,527 11,022 Accrued interest payable 1,785 1,720 Other liabilities 5,425 5,884 - ----------------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 582,984 514,862 - ----------------------------------------------------------------------------------------------------------------------------- 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, 3,688 shares at June 30, 2000 and 3,593 shares at December 31, 1999. 21,582 20,769 Retained earnings 35,672 33,942 Accumulated other comprehensive losses (1,514) (1,492) - ----------------------------------------------------------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 55,740 53,219 - ----------------------------------------------------------------------------------------------------------------------------- Commitments and contingencies ---- ---- - ----------------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $638,724 $568,081 =============================================================================================================================
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 3
SJNB FINANCIAL CORP. AND SUBSIDIARY Condensed Consolidated Statement of Operations (in thousands, except per share amounts) (Unaudited) Quarter ended Six months ended June 30, June 30, --------------------------------------------------------- 2000 1999 2000 1999 - ----------------------------------------------------------------------------------------------------------------------------- INTEREST INCOME: Interest and fees on loans and leases $11,269 $8,606 $21,603 $16,822 Interest on money market investments 668 436 1,073 704 Interest on time deposits 22 27 47 54 Interest and dividends on investment securities available for 1,632 1,034 3,090 1,991 sale Interest on investment securities held to maturity 283 291 583 597 Other interest and investment income (expense) 3 (6) 5 (20) - ----------------------------------------------------------------------------------------------------------------------------- TOTAL INTEREST INCOME 13,877 10,388 26,401 20,148 - ----------------------------------------------------------------------------------------------------------------------------- INTEREST EXPENSE: Deposits: Interest-bearing demand 562 585 1,121 1,090 Money market and savings 1,592 879 3,003 1,659 Certificates of deposits less than $100 851 671 1,563 1,195 Certificates of deposit over $100 1,775 1,199 3,291 2,357 Federal Home Loan Bank advances 332 337 664 673 Other borrowings 222 73 420 128 - ----------------------------------------------------------------------------------------------------------------------------- TOTAL INTEREST EXPENSE 5,334 3,744 10,062 7,102 - ----------------------------------------------------------------------------------------------------------------------------- NET INTEREST INCOME 8,543 6,644 16,339 13,046 - ----------------------------------------------------------------------------------------------------------------------------- Provision for loan and lease losses 125 27 375 167 - ----------------------------------------------------------------------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN AND LEASE LOSSES 8,418 6,617 15,964 12,879 - ----------------------------------------------------------------------------------------------------------------------------- OTHER INCOME: Service charges on deposits 291 252 565 464 Other operating income 206 186 439 625 Net loss on sale of securities available for sale (587) ---- (587) ---- - ----------------------------------------------------------------------------------------------------------------------------- TOTAL OTHER INCOME (90) 438 417 1,089 - ----------------------------------------------------------------------------------------------------------------------------- OTHER EXPENSES: Salaries and benefits 2,345 2,240 4,643 4,403 Occupancy 341 364 694 704 Merger related costs, nonrecurring ---- ---- 3,424 ---- Other 1,430 1,360 2,805 2,704 - ----------------------------------------------------------------------------------------------------------------------------- TOTAL OTHER EXPENSES 4,116 3,964 11,566 7,811 - ----------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 4,212 3,091 4,815 6,157 Income taxes, recurring 1,635 1,235 3,199 2,503 Income taxes, on merger costs ---- ---- (1,276) ---- - ----------------------------------------------------------------------------------------------------------------------------- NET INCOME $2,577 $1,856 $2,892 $3,654 ============================================================================================================================= Net income per share - basic $0.70 $0.54 $0.80 $1.04 ============================================================================================================================= Net income per share - diluted $0.67 $0.50 $0.76 $0.98 ============================================================================================================================= EXCLUDING MERGER RELATED COSTS, NET OF TAX Net income per share - basic $0.70 $0.54 $1.39 $1.04 ============================================================================================================================= Net income per share - diluted $0.67 $0.50 $1.32 $0.98 =============================================================================================================================
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 4
SJNB FINANCIAL CORP. AND SUBSIDIARY Condensed Consolidated Statements of Shareholders' Equity (in thousands) (Unaudited) Accumulated Other Total Comprehensive Share- Common Retained Gains holders' Six months ended June 30, 1999 Shares Stock Earnings (Losses) Equity - ----------------------------------------------------------------------------------------------------------------------------- Balances, December 31, 1998 3,590 $21,461 $28,996 $282 $50,739 Net income ---- ---- 3,654 ---- 3,654 Other comprehensive income - Unrealized losses on securities held for sale, net ---- ---- ---- (904) (904) - ----------------------------------------------------------------------------------------------------------------------------- Comprehensive income 2,750 - ----------------------------------------------------------------------------------------------------------------------------- Common stock repurchased (150) (3,390) (522) ---- (3,912) Stock options exercised 19 203 ---- ---- 203 Cash dividends ---- ---- (831) ---- (831) - ----------------------------------------------------------------------------------------------------------------------------- Balances, June 30, 1999 3,459 $18,274 $31,297 ($622) $48,949 ============================================================================================================================= Six months ended June 30, 2000 - ----------------------------------------------------------------------------------------------------------------------------- Balances, December 31, 1999 3,593 $20,769 $33,942 ($1,492) $53,219 Net income ---- ---- 2,892 ---- 2,892 Other comprehensive income - Realized losses on securities held for sale ---- ---- ---- (587) (587) Unrealized gains on securities held for sale, net ---- ---- ---- 565 565 - ----------------------------------------------------------------------------------------------------------------------------- Comprehensive income 2,870 - ----------------------------------------------------------------------------------------------------------------------------- Stock options exercised 95 813 ---- ---- 813 Cash dividends ---- ---- (1,162) ---- (1,162) - ----------------------------------------------------------------------------------------------------------------------------- Balances, June 30, 2000 3,688 $21,582 $35,672 ($1,514) $55,740 =============================================================================================================================
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 5
SJNB FINANCIAL CORP. AND SUBSIDIARY Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited) Six months ended June 30, ------------------------------------------ 2000 1999 - ---------------------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: NET INCOME $2,892 $3,654 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan and lease losses 375 166 Depreciation and amortization 411 486 Gain on sale of leased assets ---- 33 Amortization on intangibles 219 228 Net loss on sale of securities available for sale 587 ---- Amortization of (premium) discount on investment securities, net (72) 30 Increase in intangibles assets ---- (45) Increase in accrued interest receivable and other assets (3,606) (1,070) Decrease in accrued interest payable and other liabilities (296) (750) - ---------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 510 2,732 - ---------------------------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Proceeds from sale/maturity of securities available for sale 15,639 11,197 Maturities of securities held to maturity 2,231 2,166 Purchase of securities available for sale (35,024) (35,347) Purchase of securities held to maturity (104) (2,780) Purchase of life insurance policies (7,960) (1,238) Increase in loans and leases, net (15,411) (30,009) Proceeds from sale of premises and equipment ---- 481 Capital expenditures (341) (2,410) - ---------------------------------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (40,970) (57,940) - ---------------------------------------------------------------------------------------------------------------------------- Cash flow from financing activities: Increase in deposits, net 70,099 34,912 Increase in other borrowings 907 27,497 Decrease in federal funds purchased (500) (2,000) Decrease in Federal Home Loan Bank borrowings (2,088) (84) Cash dividends (1,162) (831) Stock repurchase ---- (3,912) Proceeds from stock options exercised 813 203 - ---------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 68,069 55,785 - ---------------------------------------------------------------------------------------------------------------------------- NET INCREASE IN CASH AND EQUIVALENTS 27,609 577 Cash and equivalents at beginning of period 33,631 56,312 - ---------------------------------------------------------------------------------------------------------------------------- CASH AND EQUIVALENTS AT END OF PERIOD $61,240 $56,889 ============================================================================================================================ Other cash flow information: Interest paid $9,997 $6,961 ========================================== Income taxes paid 1,452 2,628 ============================================================================================================================ Noncash transactions: Unrealized gain (loss) on securities available for sale, net of tax $565 $(616) ============================================================================================================================
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. 6 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, JUNE 30, 2000 1999 -------------------------------------------------------------------------------------------------------------------- Net PER SHARE Net PER SHARE Income Shares AMOUNTS Income Shares AMOUNTS -------------------------------------------------------------------------------------------------------------------- Net income and basic EPS $2,577 3,676 $0.70 $1,856 3,456 $0.54 =========== ============= Effect of stock option dilutive shares 147 249 -------------------------------------------------------------- ----------------------- DILUTED EARNINGS PER SHARE $2,577 3,823 $0.67 $1,856 3,705 $0.50 ====================================================================================================================
SIX MONTHS ENDED, JUNE 30, 2000 1999 -------------------------------------------------------------------------------------------------------------------- Net PER SHARE Net PER SHARE Income Shares AMOUNTS Income Shares AMOUNTS -------------------------------------------------------------------------------------------------------------------- Net income and basic EPS $2,892 3,635 $0.80 $3,654 3,501 $1.04 =========== ============= Effect of stock option dilutive shares 171 245 -------------------------------------------------------------- ----------------------- DILUTED EARNINGS PER SHARE $2,892 3,806 $0.76 $3,654 3,746 $0.98 ====================================================================================================================
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 JUNE 30, 1999 --------------------------------------------------------------------------------------------------------------------- SJNB SARATOGA COMBINED --------------------------------------------------------------------------------------------------------------------- Net interest income $ 5,237 $1,407 $ 6,644 Net income 1,377 479 1,856 FOR THE SIX MONTHS ENDED JUNE 30, 1999 --------------------------------------------------------------------------------------------------------------------- Net interest income $10,220 $2,826 $13,046 Net income 2,706 948 3,654
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 disagregation 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. 8 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 six months ended June 30, 2000 and 1999 and the liquidity and financial condition of the Company, SJNB and Epic as of June 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 March 31, 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. 9 SELECTED FINANCIAL DATA - ----------------------- The following presents selected financial data and ratios as of and for the quarter and six months ended June 30, 2000 and 1999:
SELECTED FINANCIAL DATA AND RATIOS - ----------------------------------------------------------------------------------------------------------------------------- For the quarters For the six months ended June 30, ended June 30, SELECTED ANNUALIZED OPERATING RATIOS ------------------------------------------------------------- EXCLUDING MERGER RELATED COSTS, NET OF TAX: 2000 1999 2000 1999 - ----------------------------------------------------------------------------------------------------------------------------- Return on average equity 18.69% 15.09% 18.63% 14.86% Return on average tangible equity 20.78 17.38 20.77 17.15 Return on average assets 1.65 1.40 1.67 1.44 Net (recoveries) chargeoffs to average loans and leases (0.03) (0.09) 0.04 (0.06) Average equity to average assets 8.84 9.30 8.95 9.69 Average tangible equity to average tangible assets 8.34 8.63 8.43 8.99 PER SHARE DATA: Net income per share - basic $0.70 $0.54 $0.80 $1.04 Net income per share - diluted 0.67 0.50 0.76 0.98 EXCLUDING MERGER RELATED COSTS, NET OF TAX Net income per share - basic 0.70 0.54 1.39 1.04 Net income per share - diluted 0.67 0.50 1.32 0.98 Net income per share - (core) - diluted (1) 0.70 0.53 1.38 1.04 Dividends per share 0.16 0.14 0.32 0.28 =============================================================================================================================
At June 30, At December 31, At June 30, SHAREHOLDERS' EQUITY 2000 1999 1999 - ----------------------------------------------------------------------------------------------------------------------------- Shareholders' equity per share $15.11 $14.81 $14.15 Tangible equity per share 14.19 13.81 13.04 SELECTED FINANCIAL POSITION RATIOS: - ----------------------------------------------------------------------------------------------------------------------------- Leverage capital ratio 8.59% 8.88% 8.64% Total risk based capital ratio 11.38 12.34 11.68 Nonperforming loans and leases to total loans and leases 0.23 0.54 0.11 Nonperforming assets to total assets 0.15 0.38 0.07 Allowance for loan and lease losses to total loans 1.60 1.59 1.57 Allowance for loan and lease losses to nonperforming loans and leases 701.00 296.00 1,402.00 Allowance for loan and lease losses to nonperforming assets 701.00 296.00 1,402.00 ============================================================================================================================= (1) Excludes after-tax effect of goodwill and core deposit intangible amortization.
SUMMARY OF FINANCIAL RESULTS - ---------------------------- The Company reported net income of $2,577 or $0.67 per share - diluted for the quarter ended June 30, 2000. This compares with net income of $1,856 or $0.50 per share - diluted for the second quarter of 1999. The increase in net income compared to the quarter ended June 30, 1999 was primarily the result of the increase in net interest income, offset somewhat, by a decrease in other income and an increase in other expense. See the specific sections below for details regarding these changes. 10 The Company reported net income of $2,892 or $0.76 per share - diluted for the six months ended June 30, 2000. After excluding merger related costs, net of tax, net income was $5,040 or $1.32 per share - diluted. This compares with net income of $3,654 or $0.98 per share - diluted for the six months of 1999. The increase in operating net income (which is net income excluding the merger related costs, net of tax) compared to the six months ended June 30, 1999 was primarily the result of the increase in net interest income, offset somewhat, by an increase in the loan loss provision, decrease in 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 June 30, 2000, increased $1.9 million as compared to the same quarter a year ago. The Bank's average earning assets for the same period increased by $88 million, as the result of growth in the Bank's investment securities and money market investments of $35 million and in the loan and lease portfolio of $53 million. In addition, the net interest margin increased from 5.54% in the quarter ended June 30, 1999 compared to 6.05% for the quarter ended June 30, 2000. The increase in the net interest margin was the result of a one-time loan prepayment fee of approximately $225 (an impact of approximately 16 basis points) and interest rate increases during 1999 and 2000. During the second quarter of 1999 the prime rate averaged 7.75% while in the second quarter of 2000 it averaged 9.25% while cost of interest-bearing liabilities increased from 4.06% in 1999 to 4.71% in 2000. Net interest income for the six months ended June 30, 2000, increased $3.3 million as compared to the six months ended June 30, 1999. The Bank's average earning assets for the same period increased by $88 million, as the result of growth in the Bank's investment securities and money market investments of $32 million and in the loan and lease portfolio of $56 million. In addition, the net interest margin increased from 5.66% in the six months ended June 30, 1999 compared to 5.96% for the six months ended June 30, 2000. The increase in the net interest margin was the result of a one-time loan prepayment fee of approximately $225 (an impact of approximately 8 basis points) and interest rate increases during 1999 and 2000. During the first half of 1999 the prime rate averaged 7.75% while in the first half of 2000 it averaged 8.97% while cost of interest-bearing liabilities increased from 4.02% in 1999 to 4.59% 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 the tightening of the skilled labor force in Santa Clara County and the potential for the real estate market to slow down. During the last six 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. 11 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 six months ended June 30, 2000 and 1999.
AVERAGE BALANCES, RATES AND YIELDS FULLY TAXABLE EQUIVALENT (dollars in thousands) Quarter ended June 30, ---------------------------------------------------------------------------- 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------ Average Average Average Average ASSETS Balance Interest Yield (1) Balance Interest Yield (1) - ------------------------------------------------------------------------------------------------------------------------------ Interest earning assets: Loans and leases, net (2) $413,411 $11,269 10.96% $359,911 $ 8,606 9.59% Securities available for sale: Taxable (3) 99,311 1,623 6.57 69,798 1,034 5.94 Nontaxable (4) 625 15 9.65 ---- ---- ---- Securities held to maturity: Taxable (5) 2,976 69 9.33 6,790 108 6.38 Nontaxable (6) 17,835 357 8.04 15,422 305 7.93 Money market investments 42,372 668 6.34 36,253 436 4.82 Interest-bearing due from banks 1,733 25 5.80 1,789 27 6.05 Interest rate hedging instruments ---- ---- ---- ---- (6) ---- - ------------------------------------------------------------------------- ------------------------ TOTAL INTEREST-EARNING ASSETS 578,263 14,026 9.76 489,963 10,510 8.60 - ------------------------------------------------------------------------- ------------------------ Allowance for loan and lease losses (6,617) (5,724) Cash and non-interest bearing due from banks 23,967 23,037 Other assets 28,139 19,103 Core deposit intangibles and goodwill, net 3,439 3,888 - ------------------------------------------------------------- ------------ Total Assets $627,191 $530,267 ============================================================= ============ LIABILITIES AND SHAREHOLDERS' EQUITY Interest-bearing liabilities: Deposits: Interest-bearing demand $82,322 562 2.75 $84,926 585 2.76 Money market and savings 151,601 1,592 4.22 109,960 879 3.21 Certificates of deposit: Less than $100 59,289 851 5.77 49,118 671 5.48 $100 or more 128,524 1,775 5.55 98,061 1,199 4.90 - ------------------------------------------------------------------------- ------------------------- Total certificates of deposits 187,813 2,626 5.62 147,179 1,870 5.10 - ------------------------------------------------------------------------- ------------------------- Other borrowings 33,643 554 6.62 27,651 410 5.95 - ------------------------------------------------------------------------- ------------------------- TOTAL INTEREST-BEARING LIABILITIES 455,379 5,334 4.71 369,716 3,744 4.06 - ------------------------------------------------------------------------- ------------------------- Noninterest-bearing demand deposits 109,108 101,355 Accrued interest payable and other liabilities 7,251 9,856 - ------------------------------------------------------------- ------------ Total liabilities 571,738 480,927 - ------------------------------------------------------------- ------------ Shareholders' equity 55,453 49,340 - ------------------------------------------------------------- ------------ Total Liabilities and Shareholders' equity $627,191 $530,267 ============================================================= ----------- ============ ------------ NET INTEREST INCOME AND MARGIN (7) $8,692 6.05% $ 6,766 5.54% ================================================ ========================= =========================== (1) Rates are presented on an annualized basis. (2) Includes loan fees of $715 for 2000, and $498 for 1999. Nonperforming loans and leases have been included in average loan and lease balances. (3) Includes dividend income of $73 and $76 received in 2000 and 1999, respectively. (4) Adjusted to a fully taxable equivalent basis using the federal statutory rate ($6 in 2000). (5) Includes dividend income of $50 received in 2000 and $36 in 1999. (6) Adjusted to a fully taxable equivalent basis using the federal statutory rate ($143 in 2000 and $122 in 1999). (7) The net interest margin represents the fully taxable equivalent net interest income as a percentage of average earning assets.
12
AVERAGE BALANCES, RATES AND YIELDS FULLY TAXABLE EQUIVALENT (dollars in thousands) Six months ended June 30, ----------------------------------------------------------------------------- 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------ Average Average Average Average ASSETS Balance Interest Yield (1) Balance Interest Yield (1) - ------------------------------------------------------------------------------------------------------------------------------ Interest-earning assets: Loans and leases, net (2) $408,015 $21,603 10.65% $351,779 $16,823 9.64% Securities available for sale: Taxable (3) 94,225 3,078 6.57 67,716 1,991 5.93 Nontaxable (4) 436 20 9.22 ---- ---- ---- Securities held to maturity: Taxable (5) 3,610 140 7.80 7,742 252 6.56 Nontaxable (6) 17,829 738 8.33 14,632 573 7.90 Money market investments 35,115 1,073 6.14 29,050 704 4.89 Interest-bearing due from banks 1,869 52 5.60 1,789 54 6.09 Interest rate hedging instruments ---- ---- ---- ---- (20) ---- - ------------------------------------------------------------------------- ------------------------ TOTAL INTEREST-EARNING ASSETS 561,099 26,704 9.57 472,708 20,377 8.69 - ------------------------------------------------------------------------- ------------------------ Allowance for loan and lease losses (6,371) (5,652) Cash and non-interest bearing due from banks 23,606 22,308 Other assets 25,990 18,313 Core deposit intangibles and goodwill, net 3,496 3,926 - ------------------------------------------------------------- ------------ Total Assets $607,820 $511,603 ============================================================= ============ LIABILITIES AND SHAREHOLDERS' EQUITY Interest-bearing liabilities: Deposits: Interest-bearing demand $81,777 1,121 2.76 $ 81,670 1,091 2.69 Money market and savings 147,912 3,003 4.08 106,370 1,659 3.15 Certificates of deposit: Less than $100 54,952 1,563 5.72 45,223 1,195 5.33 $100 or more 122,851 3,291 5.39 95,642 2,356 4.97 - ------------------------------------------------------------------------- ------------------------- Total certificates of deposits 177,803 4,854 5.49 140,865 3,551 5.08 - ------------------------------------------------------------------------- ------------------------- Other borrowings 33,553 1,084 6.50 27,158 801 5.95 - ------------------------------------------------------------------------- ------------------------- TOTAL INTEREST-BEARING LIABILITIES 441,045 10,062 4.59 356,063 7,102 4.02 - ------------------------------------------------------------------------- ------------------------- Noninterest-bearing demand deposits 105,086 96,871 Accrued interest payable and other liabilities 7,269 9,098 - ------------------------------------------------------------- ------------ Total liabilities 553,400 462,032 - ------------------------------------------------------------- ------------ Shareholders' equity 54,420 49,571 - ------------------------------------------------------------- ------------ Total Liabilities and Shareholders' equity $607,820 $511,603 ============================================================= ----------- ============ ------------ NET INTEREST INCOME AND MARGIN (7) $16,642 5.96% $13,275 5.66% ================================================ ========================= =========================== (1) Rates are presented on an annualized basis. (2) Includes loan fees of $1,223 for 2000, and $1,022 for 1999. Nonperforming loans and leases have been included in average loan and lease balances. (3) Includes dividend income of $152 and $154 received in 2000 and 1999, respectively. (4) Adjusted to a fully taxable equivalent basis using the federal statutory rate ($8 in 2000). (5) Includes dividend income of $99 received in 2000 and $72 in 1999. (6) Adjusted to a fully taxable equivalent basis using the federal statutory rate ($295 in 2000 and $229 in 1999). (7) The net interest margin represents the fully taxable equivalent net interest income as a percentage of average earning assets.
13 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 June 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 $125 was made to the allowance for loan and lease losses in the three months ended June 30, 2000 as compared to an addition of $27 for the second quarter of 1999. The addition of $375 to the allowance for loan lease losses was made in the six months ended June 30, 2000 as compared to an addition of $166 for the six months ended June 30, 1999. See "Loan and Lease Portfolio." OTHER INCOME - ------------ The following table sets forth the components of other income for the three and six month periods ended June 30, 2000 and 1999:
OTHER INCOME (dollars in thousands) Quarter ended June 30, Six months ended June 30, ---------------------------------------------------------------------- 2000 1999 2000 1999 Amount Amount Amount Amount - ----------------------------------------------------------------------------------------------------------------------------- Service charges on deposits $291 $252 $565 $464 Other operating income 206 186 439 625 Net loss on sale of securities available for sale (587) ---- (587) ---- - ----------------------------------------------------------------------------------------------------------------------------- Total $(90) $438 $417 $1,089 =============================================================================================================================
The increase in the service charges on deposits of $39 and $101 for the three and six months ended June 30, 2000, respectively, as compared to the three and six months ended June 30, 1999 is due mainly to a change in the method of assessing certain service charges on deposit accounts. The decrease in other operating income of $186 for the six months of 2000 compared to the six months of 1999 is mainly due to the one-time reversal during the first quarter of 1999 of a specific reserve established for an acquired SBA loan on the date the loan was purchased in prior years and which was paid in full. 14 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 six months ended June 30, 2000:
OTHER EXPENSES AS A PERCENT OF AVERAGE ASSETS (dollars in thousands) Quarter ended June 30, Six months ended June 30, -------------------------------------------------------------------------------------------- 2000 1999 2000 1999 Amount Percent(1) Amount Percent(1) Amount Percent(1) Amount Percent(1) - ----------------------------------------------------------------------------------------------------------------------------- Salaries and benefits $2,345 1.50% $2,240 1.69% $ 4,643 1.53% $4,403 1.72% Occupancy 173 0.11 209 0.16 358 0.12 409 0.16 Furniture and equipment 168 0.11 155 0.12 336 0.11 295 0.12 Data processing 180 0.11 158 0.12 347 0.11 341 0.13 Client services paid by Bank 178 0.11 167 0.13 321 0.11 311 0.12 Directors' & shareholders' 204 0.13 161 0.12 345 0.11 316 0.12 Legal and professional fees 203 0.13 165 0.12 340 0.11 329 0.13 Business promotion 131 0.08 104 0.08 263 0.09 201 0.08 Amortization of core deposit intangibles and goodwill 109 0.07 114 0.09 219 0.07 228 0.09 Merger costs ---- ---- ---- ---- 3,424 1.13 ---- ---- Other 425 0.28 491 0.36 970 0.32 978 0.38 - ----------------------------------------------------------------------------------------------------------------------------- Total $4,116 2.63% $3,964 2.99% $11,566 3.81% $7,811 3.05% ============================================================================================================================= (1) The percentages are calculated by annualizing the expenses and comparing that amount to the average assets for the respective three and six month periods ended June 30, 2000 and 1999.
Total other expenses for the second quarter of 2000 increased $152 from the same period a year ago, primarily as a result of a net increase in salary and benefits of $105. The second 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 it is estimated 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 compensations programs instituted by Saratoga in 1999 and by SJNB in 2000. Total other expenses for the six months of 2000 increased $3.7 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. As a percent of average assets, excluding nonrecurring merger costs, actual expenses were 2.63% and 2.68% in the second quarter 2000 and the six months ended June 30, 2000, respectively, as compared to 2.99% and 3.05% in the second quarter of 1999 and the six 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 six months ended June 30, 2000 was 40% 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. 15 FINANCIAL CONDITION AND EARNING ASSETS - -------------------------------------- Consolidated assets increased to $639 million at June 30, 2000 compared to $568 million at December 31, 1999. The increase related primarily to an increase in cash, investment securities, federal funds sold and money market investments, loans and other assets, all of which was funded by an increase in deposits of $70 million See "Funding." FEDERAL FUNDS SOLD AND MONEY MARKET INVESTMENTS - ----------------------------------------------- Federal funds sold and money market investments were $36.2 million at June 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 June 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) June 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 $ (4) $ 1,492 $ 2,496 $3 $ 2,499 U. S. Government Agencies 34,252 (613) 33,639 37,337 (724) 36,613 State and municipal (nontaxable) 625 (46) 579 ---- ---- ---- State and municipal (taxable) 1,980 ---- 1,980 ---- ---- ---- Mortgage-backed 54,431 (685) 53,746 38,560 (564) 37,996 Asset-backed 10,107 (45) 10,062 2,000 (22) 1,978 Trust-preferred 9,046 (809) 8,237 7,062 (479) 6,583 Mutual funds ---- ---- ---- 5,646 (437) 5,209 - ----------------------------------------------------------------------------------------------------------------------------- TOTAL AVAILABLE FOR SALE 111,937 (2,202) 109,735 93,101 (2,223) 90,878 - ----------------------------------------------------------------------------------------------------------------------------- SECURITIES HELD TO MATURITY: U. S. Government Agencies 499 ---- 499 499 3 502 State and municipal (nontaxable) 17,838 (911) 16,927 17,828 (1,504) 16,324 Mortgage-backed 70 1 71 657 13 670 - ----------------------------------------------------------------------------------------------------------------------------- Total held to maturity 18,407 (910) 17,497 18,984 (1,488) 17,496 Federal Home Loan Bank stock 1,023 ---- 1,023 2,563 ---- 2,563 Federal Reserve Bank stock 664 ---- 664 649 ---- 649 - ----------------------------------------------------------------------------------------------------------------------------- TOTAL 20,094 (910) 19,184 22,196 (1,488) 20,708 - ----------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT SECURITIES PORTFOLIO $132,031 $(3,112) $128,919 $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 June 30, 2000 was $2.2 million as compared to an unrealized loss of $2.2 million as of December 31, 1999. Although the unrealized loss did not significantly change from December 31, 1999, the Bank realized losses of $587 in the second quarter of 2000 to restructure the portfolio during the higher interest rate environment. Offsetting the realized losses was the impact of the change in the yield curve and a reduction in interest rates during the period. The Bank's weighted average maturity of the available for sale portfolio was approximately 4.1 years as of June 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%. 16 The unrealized loss on securities held to maturity was $910 as of June 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 June 30, 2000 was due, in part, to the above mentioned change in the yield curve and a 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 11.2 years as of June 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 5.5%. 17 The maturities and yields of the investment portfolio at June 30, 2000 are shown below:
MATURITY AND YIELDS OF INVESTMENT SECURITIES - --------------------------------------------------------------------------------------------------------------------- At June 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 $ 1,492 6.25 ----- ----- ----- ------------------------------------- Totals 1,496 1,492 6.25 ----- ----- ----- ------------------------------------- U.S. Government Agencies: Within 1 year 9,680 9,656 5.97 $ 499 $ 499 6.78 After 1 year within 5 years 21,573 21,145 6.31 ----- ----- ----- After 5 years within 10 years 2,999 2,838 6.13 ----- ----- ----- -------------------------------------------------------------------------------- Totals 34,252 33,639 6.20 499 499 6.78 -------------------------------------------------------------------------------- State and municipal: Within 1 year ----- ----- ----- 1,456 1,456 7.72 After 1 year within 5 years ----- ----- ----- 2,417 2,412 7.60 After 5 years within 10 years 1,980 1,980 7.23 964 946 7.97 After 10 years 625 579 9.03 13,000 12,113 7.89 -------------------------------------------------------------------------------- Totals 2,605 2,559 7.66 17,838 16,927 7.84 -------------------------------------------------------------------------------- Mortgage backed: Within 1 year ----- ----- ----- 70 71 7.90 After 1 year within 5 years 4,150 4,046 6.34 ----- ----- ----- After 5 years within 10 years 7,457 7,237 6.28 ----- ----- ----- After 10 years 10,924 10,740 6.84 ----- ----- ----- -------------------------------------------------------------------------------- Totals 22,531 22,023 6.56 70 71 7.90 -------------------------------------------------------------------------------- CMO's: Within 1 year 4,892 4,865 6.71 ----- ----- ----- After 1 year within 5 years 25,874 25,731 6.70 ----- ----- ----- After 5 years within 10 years 1,134 1,128 6.80 ----- ----- ----- ------------------------------------- Totals 31,900 31,723 6.70 ----- ----- ----- ------------------------------------- Asset backed: Within 1 year 6,485 6,456 6.82 ----- ----- ----- After 1 year within 5 years 3,622 3,606 6.94 ----- ----- ----- ------------------------------------- Totals 10,107 10,062 6.86 ----- ----- ----- ------------------------------------- Trust-preferred: Within 1 year 1,988 1,974 7.00 ----- ----- ----- After 10 years 7,057 6,263 7.91 ----- ----- ----- ------------------------------------- Totals 9,046 8,237 7.71 ----- ----- ----- ------------------------------------- Other: ----------------------------------------- Non-maturity equity ----- ----- ----- 1,687 1,687 6.00 -------------------------------------------------------------------------------- Total investment securities 111,937 $109,735 6.63% $20,094 $19,184 7.63% =================================================================== Net unrealized loss on securities available for sale (2,202) ------------- Total investment securities, net carrying value $109,735 ============= (1) Fully taxable equivalent.
18 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) June 30, 2000 December 31, 1999 - ----------------------------------------------------------------------------------------------------------------------------- Percentage Percentage Total of Total Total of Total Amount Loans Amount Loans - ----------------------------------------------------------------------------------------------------------------------------- Commercial and other $122,433 29.3% $123,873 30.6% SBA 55,422 13.2 49,949 12.4 Leasing 32,286 7.7 20,837 5.2 Factoring/Asset based 10,754 2.6 9,901 2.5 Real estate construction 41,625 9.9 48,410 12.0 Real estate term 142,562 34.1 139,103 34.5 Consumer 14,633 3.5 12,448 3.1 Unearned fee income (1,176) (0.3) (1,203) (0.3) - ----------------------------------------------------------------------------------------------------------------------------- Total loans and leases $418,539 100.0% $403,318 100.0% =============================================================================================================================
Consolidated loans and leases increased to $419 million at June 30, 2000, from $403 million at December 31, 1999 or approximately a 4% growth rate for the six months. The growth was primarily due to increases in the leasing volumes and an increase in SBA lending. 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. Approximately 49% 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 (0.4%, 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 (2.4%) and loans for real estate investment purposes made to non-developers (.7%). The latter two types of loans are included in the Commercial and other CATEGORY. Approximately 29% 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 June 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 SENSITIVITY (dollars in thousands) Balances maturing Interest Rate Sensitivity ---------------------------------------------------------------------------- Predeter- Balances at One year mined Floating June 30, One year to five Over five interest interest 2000 or less years years rates rates - ------------------------------------------------------------------------------------------------------------------------- Commercial and other $122,433 $82,446 $31,814 $8,174 $24,127 $98,306 SBA 55,422 2,879 10,243 42,300 2,437 52,984 Real estate construction 41,625 38,448 500 2,677 7,780 33,845 Real estate-other 142,562 11,884 41,672 89,005 48,928 93,634
19 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 $6.7 million at June 30, 2000, or 1.60% 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. 20 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 Six months ended Year ended June 30, June 30, December 31, -------------------------------------------------------- 2000 1999 2000 1999 1999 - ----------------------------------------------------------------------------------------------------------------------------- Balance, beginning of the period $6,551 $5,659 $6,412 $5,494 $5,494 Charge-offs by loan or lease category: Commercial ---- 6 ---- 6 108 SBA ---- ---- ---- ---- 18 Real estate-construction ---- ---- 376 ---- ---- Real estate term ---- ---- ---- ---- 4 Consumer 3 10 20 35 - ----------------------------------------------------------------------------------------------------------------------------- TOTAL CHARGE-OFFS 3 6 386 26 165 - ----------------------------------------------------------------------------------------------------------------------------- Recoveries by loan or lease category: Commercial 8 38 21 70 150 SBA ---- 1 ---- 2 5 Real estate-construction 5 1 259 2 4 Real estate term ---- ---- ---- 4 Consumer 17 45 22 56 59 - ----------------------------------------------------------------------------------------------------------------------------- TOTAL RECOVERIES 30 85 302 130 222 - ----------------------------------------------------------------------------------------------------------------------------- NET CHARGE-OFFS (RECOVERIES) (27) (79) 84 (104) (57) - ----------------------------------------------------------------------------------------------------------------------------- PROVISION CHARGED TO EXPENSE 125 26 375 166 861 - ----------------------------------------------------------------------------------------------------------------------------- BALANCE, END OF THE PERIOD $6,703 $5,764 $6,703 $5,764 $6,412 ============================================================================================================================= Ratios: Net (recoveries) charge-offs to average loans and leases, annualized (.03%) (.09%) .04% (.06%) (.02%) Allowance to total loans and leases at the end of the period 1.60 1.57 1.60 1.57 1.59 Allowance to nonperforming loans and leases at end of the period 701.00 1,402.00 701.00 1,402.00 296.00 =============================================================================================================================
During the second quarter of 2000, the Bank wrote-off $3 in loans and had recoveries of $30 for a total net recovery of $27. During the second quarter of 1999, the Bank wrote-off $6 in loans and had recoveries of $85 for a total of $79 in net recoveries. For the six months ended June 30, 2000, the Company had total charge-offs of $386 compared to $26 for the six months ended June 30, 1999. The allowance for loan and lease losses was 701% of nonperforming loans and leases at June 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. 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 June 30, 2000, there was approximately $282 in loans and leases for which the accrual of interest had been suspended and $674 of loans and leases with principal or interest contractually past due 90 days or more and still accruing for a total of $956 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 June 30, 2000, nonperforming loans and leases consisted of three loans and one lease. The three loans amount to $294 and two are secured by real estate and one has an SBA guarantee. The lease in the amount of $663 is for a printing press 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 June 30, 2000. 21 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 June 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. On July 1, 2000, the $663 lease described above with principal or interest contractually past due 90 days or more and still accruing was placed on nonaccrual status and the past due interest was written off. 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 the 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 $11 million to $23 million at June 30, 2000 from the December 31, 1999 amount of $12. The increase is primarily due to the purchase of approximately $8 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. 22 FUNDING - ------- The following table provides a breakdown of deposits by category as of the dates indicated:
DEPOSIT CATEGORIES (dollars in thousands) June 30, 2000 December 31, 1999 - ----------------------------------------------------------------------------------------------------------------------------- Percentage Percentage Total of Total Total of Total Amount Deposits Amount Deposits - ----------------------------------------------------------------------------------------------------------------------------- Noninterest-bearing demand $117,837 21.7% $ 94,687 20.0% Interest-bearing demand 77,133 14.2 78,523 16.6 Money market and savings 151,675 27.9 140,871 29.8 Certificates of deposit: Less than $100 57,267 10.5 54,172 11.4 $100 or more 139,920 25.7 105,480 22.3 - ----------------------------------------------------------------------------------------------------------------------------- Total $543,832 100.0% $473,733 100.0% =============================================================================================================================
Deposits as of June 30, 2000 were $544 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 swap, as a partial hedge against its prime rate 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 hedge under FAS No. 133. 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. 23 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 June 30, 2000 and December 31, 1999.
RISK-BASED AND LEVERAGE CAPITAL RATIOS (DOLLARS IN THOUSANDS) June 30, 2000 December 31, 1999 ---------------------------------------------------------------------- COMPANY-RISK-BASED Amount Ratio Amount Ratio - ------------------ ---------------------------------------------------------------------- Tier 1 capital $ 53,856 10.13% $ 50,371 11.08% Tier 1 capital minimum requirement 21,272 4.00 18,177 4.00 ---------------------------------------------------------------------- Excess $ 32,585 6.13% $ 32,194 7.08% ====================================================================== Total capital $ 60,504 11.38% $ 56,060 12.34% Total capital minimum requirement 42,543 8.00 36,354 8.00 ---------------------------------------------------------------------- Excess $ 17,961 3.38% $ 19,706 4.34% ====================================================================== Risk-adjusted assets $531,792 $454,429 =============== =============== COMPANY-LEVERAGE - ---------------- Tier 1 capital $ 53,856 8.59% $ 50,371 8.88% Minimum leverage ratio requirement 25,088 4.00 22,685 4.00 ---------------------------------------------------------------------- Excess $28,769 4.59% $ 27,686 4.88% ====================================================================== Average total assets $627,191 $567,130 =============== =============== BANK-RISK-BASED - --------------- TIER 1 CAPITAL $ 51,009 9.65% $ 48,050 10.57% - -------------- Tier 1 capital minimum requirement 21,143 4.00 18,180 4.00 ---------------------------------------------------------------------- Excess $ 29,866 5.65% $ 29,870 6.57% ====================================================================== TOTAL CAPITAL $ 57,618 10.90% $ 53,740 11.82% Total capital minimum requirement 42,287 8.00 36,360 8.00 ---------------------------------------------------------------------- Excess $ 15,331 2.90% $ 17,380 3.82% ====================================================================== RISK-ADJUSTED ASSETS $528,585 $454,503 =============== =============== BANK-LEVERAGE - ------------- Tier 1 capital $ 51,009 8.15% $ 48,050 8.47% Minimum leverage ratio requirement 25,032 4.00 22,679 4.00 ---------------------------------------------------------------------- Excess $ 25,977 4.15% $ 25,371 4.47% ====================================================================== AVERAGE TOTAL ASSETS $625,802 $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 24 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 June 30, 2000, consolidated net liquid assets totaled $143 million or 22% 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 $22 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 $8.5 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 26% of total deposits on June 30, 2000 and December 31, 1999. 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 June 30, 2000, approximately 30% 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 six 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. 25 The Company's balance sheet position at June 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 June 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. For the quarters ended June 30, 1999, September 30, 1999, December 31, 1999, March 31, 2000 and June 30, 2000 net interest margins on a fully taxable equivalent basis were 5.54%, 5.63%, 5.64%, 5.88%, and 5.87% (after adjusting for the unusual prepayment fee) respectively. 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. 26 ITEM 3. DEFAULTS UPON SENIOR SECURITIES - ------ Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------ At the annual meeting of shareholders of the Company on May 24, 2000, 3,120,010 shares were represented. Each of the persons named in the Proxy Statement as the six nominees to serve as directors of the Corporation until the 2003 Annual Meeting of the Shareholders was elected. In the election of directors, the shareholders of the Company voted as follows: Number of Number of Votes Cast Votes Name for Nominee Withheld ---- ----------- ----------- Bruno, Albert V. 2,760,888 359,122 Gorry, F. Jack 2,702,940 417,070 Kron, William D. 3,072,035 47,975 Mancuso, V. Ronald 3,071,609 48,401 Mount, Richard L 3,043,756 76,254 Oneal, Louis 3,070,819 49,191 In addition, the shareholders ratified the appointment of KPMG LLP as the Company's independent public accountants for the year ending December 31, 2000, with 3,077,416 shares being voted for the ratification, 34,054 shares being voted against and 8,540 shares abstained. 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. 27 *(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. 28 *(10)m. 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)n. 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)o. 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)p. 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)q. 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)r. 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)s. 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)t. 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)u. 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. 29 *(10)v. 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)w. 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)x. 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)y. 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)z. 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. *(10)aa. 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. *(10)ab. Form of Endorsement Method Split Dollar Plan Agreement dated August 1, 2000 between San Jose National Bank and Ray S. Akamine, Albert V. Bruno, Rod Diridon, Sr., F. Jack Gorry, Arthur K. Lund, Richard L. Mount, Louis Oneal, and Douglas L. Shen, D.D.S. * Indicates management contract or compensation plan or arrangement. (b) Reports on Form 8-K None 30 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: August 14, 2000 /s/ James R. Kenny ----------------------------------- James R. Kenny President and Chief Executive Officer Date: August 14, 2000 /s/ Eugene E. Blakeslee ----------------------------------- Eugene E. Blakeslee Executive Vice President and Chief Financial Officer (Chief Accounting Officer) 31 SJNB Financial Corp. Form 10-Q Exhibits June 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. 32 *(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. 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)n. 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)o. 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)p. 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)q. 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)r. 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. 33 *(10)s. 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)t. 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)u. 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)v. 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)w. 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)x. 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)y. 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)z. 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. *(10)aa. 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. *(10)ab Form of Endorsement Method Split Dollar Plan Agreement dated August 1, 2000 between San Jose National Bank and Ray S. Akamine, Albert V. Bruno, Rod Diridon, Sr., F. Jack Gorry, Arthur K. Lund, Richard L. Mount, Louis Oneal, and Douglas L. Shen, D.D.S. * Indicates management contract or compensation plan or arrangement. 34 EX-10.Z 2 0002.txt EXECUTIVE SUPPLEMENTAL COMPENSATION AGMT Exhibit 10(z) EXECUTIVE 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 Executive"). R E C I T A L S --------------- WHEREAS, the Executive is an employee of the Employer, serving since _______________, ____; WHEREAS, the Employer desires to establish a compensation benefit program as a fringe benefit for executive officers of the Employer in order to attract and retain individuals with extensive and valuable experience in the banking industry; WHEREAS, the Executive's experience and knowledge of the affairs of the Employer and the banking industry are extensive and valuable; WHEREAS, it is deemed to be in the best interests of the Employer to provide the Executive with certain fringe benefits, on the terms and conditions set forth herein, in order to reasonably induce the Executive to remain in the Employer's employment; and WHEREAS, the Executive and the Employer wish to specify in writing the terms and conditions upon which this additional compensatory incentive will be provided to the Executive; NOW, THEREFORE, in consideration of the services to be performed by the Executive in the future, as well as the mutual promises and covenants contained herein, the Executive and the Employer agree as follows: A G R E E M E N T ----------------- 1. TERMS AND DEFINITIONS. 1.1. ADMINISTRATOR. The Bank shall be the "Administrtor" and, solely for the purposes of ERISA as defined in subparagraph 1.9 below, the "fiduciary" of this Agreement where a fiduciary is required by ERISA. 1.2. APPLICABLE PERCENTAGE. The term "Applicable Percentage" shall mean that percentage listed on Schedule "A" attached hereto which is adjacent to the number of calendar years which shall have elapsed from the date of this Agreement and ending on the date payments are to first begin under the terms of this Agreement. Notwithstanding the foregoing or the percentages set forth on Schedule "A", but subject to all other terms and conditions set forth -1- herein, the "Applicable Percentage" shall be: one hundred percent (100%) in the event the Executive's employment is terminated pursuant to subparagraph 5.4 upon the occurrence of a "Change in Control" as defined in subparagraph 1.3 below, or the Executive's Disability (as defined in subparagraph 1.5 below) or the Executive's Death. 1.3. 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. 1.4. THE CODE. The "Code" shall mean the Internal Revenue Code of 1986, as amended (the "Code"). 1.5. 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 the Executive. In the absence of such a policy which extends coverage to the Executive in the event of disability, the terms shall mean bodily injury or disease (mental or physical) which wholly and continuously prevents the performance of duty for at least twelve months. 1.6. EFFECTIVE DATE. The term "Effective Date" shall mean the date first written above. -2- 1.7. ERISA. The term "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. 1.8. EXECUTIVE BENEFIT. The term "Executive Benefit" or "Retirement Benefit Payments" shall mean the benefits determined pursuant to subparagraphs 3.1 or 3.2 and in accordance with Schedule "B", and reduced or adjusted to the extent: (i) required under the other provisions of this Agreement, including, but not limited to, Paragraphs 5,6, and 7 hereof; (ii) required by reason of the lawful order of any regulatory agency or body having jurisdiction over the Bank or the Holding Company; or (iii) required in order for the Bank or the Holding Company to properly comply with any and all applicable state and federal laws, including, but not limited to, income, employment and disability income tax laws (e.g., FICA, FUTA, SDI). 1.9. NORMAL RETIREMENT DATE. The term "Normal Retirement Date" shall mean the Retirement, as defined below, of the Executive upon attainment of age sixty-five (65). 1.10. NORMAL RETIREMENT DATE IN THE EVENT OF A CHANGE IN CONTROL. The term "Normal Retirement Date shall mean Retirement, as defined below, of the Executive upon attainment of age sixty-two (62) in the event of a Change in Control, as defined in subparagraph 1.3 above. 1.11. EARLY RETIREMENT DATE. The term "Early Retirement Date" shall mean Retirement, as defined below, of the Executive after the attainment of age sixty (60), provided the Applicable Percentage equals one-hundred percent (100%) 1.12. PLAN YEAR. The term "Plan Year" shall mean the Bank's fiscal year. 1.13. RETIREMENT. The term "Retirement" or "Retires" shall refer to the date which the Executive acknowledges in writing to Employer to be the last day the Executive will provide any significant personal services, whether as an employee or independent consultant or contractor, to Employer. For purposes of this Agreement, the phrase "significant personal services" shall mean more than ten (10) hours of personal services rendered to one or more individuals or entities in any thirty (30) day period. 1.14. TERMINATION FOR CAUSE. The term "Termination for Cause" shall mean termination of the employment of the Executive by reason of any of the following: (a) A termination "for cause" as this term may be defined in any written employment agreement entered into by and between the Employer and the Executive; (b) The willful breach of duty by the Executive in the course of his employment; (c) The continuous mental or physical incapacity of the Executive for a period of at least six months; -3- (d) The Executive'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; (e) The determination by a state or federal banking agency or other governmental authority having jurisdiction over the Bank or the Holding Company that the Insured is not suitable to act in the capacity for which he is employed by the Bank; (f) The Executive is convicted of any felony or a crime involving moral turpitude or willfully and intentionally commits a fraudulent or dishonest act. 2. SCOPE, PURPOSE AND EFFECT. 2.1. CONTRACT OF EMPLOYMENT. Although this Agreement is intended to provide the Executive with an additional incentive to remain in the employ of the Employer, this Agreement shall not be deemed to constitute a contract of employment between the Executive and the Employer nor shall any provision of this Agreement restrict or expand the right of the Employer to terminate the Executive's employment. This Agreement shall have no impact or effect upon any separate written Employment Agreement which the Executive may have with the Employer, it being the parties' intention and agreement that unless this Agreement is specifically referenced in said Employment Agreement (or any modification thereto), this Agreement (and the Employer's obligations hereunder) shall stand separate and apart and shall have no effect on or be affected by, the terms and provisions of said Employment Agreement. 2.2. FRINGE BENEFIT. The benefits provided by this Agreement are granted by the Bank as a fringe benefit to the Executive and are not a part of any salary reduction plan or any arrangement deferring a bonus or a salary increase. The Executive 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. -4- 3. EXECUTIVE BENEFITS PAYMENTS. 3.1. PAYMENTS COMMENCE UPON EARLY RETIREMENT DATE . In the event the Executive elects to Retire on a date which constitutes an Early Retirement Date, as defined in subparagraph 1.11 above, the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits as described in Schedule B, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Early Retirement Date occurs or upon such later date as may be mutually agreed upon by the Executive and the Employer in advance of said Early Retirement Date. 3.2. PAYMENTS COMMENCE UPON NORMAL RETIREMENT DATE. If the Executive shall remain in the continuous employment of the Employer until attaining sixty-five (65) years of age, the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits, as defined in Schedule B, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Executive Retires or upon such later date as may be mutually agreed upon by the Executive and the Employer in advance of said Retirement date, payable until the Executive's death. 4. PAYMENTS IN THE EVENT DISABILITY OCCURS PRIOR TO RETIREMENT. In the event the Executive becomes Disabled while actively employed by the Employer at any time after the Effective Date of this Agreement but prior to Retirement, the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits, as defined above, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Executive becomes Disabled, payable until the Executive's death. 5. PAYMENTS IN THE EVENT EXECUTIVE IS TERMINATED PRIOR TO RETIREMENT. As indicated in subparagraph 2.1 above, the Employer reserves the right to terminate the Executive's employment, with or without Cause but subject to any written employment agreement which may then exist, at any time prior to the Executive's Retirement. In the event that the employment of the Executive shall be terminated, other than by reason of Disability or Retirement, then this Agreement shall terminate upon the date of such termination of employment; provided, however, that the Executive shall be entitled to the following benefits as may be applicable depending upon the circumstances surrounding the Executive's termination: 5.1. TERMINATION WITHOUT CAUSE. If the Executive's employment is terminated by the Employer without cause, and such termination is not subject to the provisions of subparagraph 5.4 below, the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits, as defined above, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Executive attains sixty (60) years of age, or any month thereafter, as requested in writing by the Executive and delivered to the Employer or its successor thirty (30) days prior to the commencement of installment payments; provided, however, that in the event the Executive does not request a commencement date as specified, such installments shall be paid on the first day of each month, beginning with the month following the month in which the Executive attains sixty-five (65) years of age. -5- 5.2. VOLUNTARY TERMINATION BY THE EXECUTIVE. (a) If the Applicable Percentage is one hundred percent (100%), the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits, as defined in Schedule B, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Executive attains sixty (60) years of age, or any month thereafter, as requested in writing by the Executive and delivered to the Employer or its successor thirty (30) days prior to the commencement of installment payments; provided, however, that in the event the Executive does not request a commencement date as specified, such installments shall be paid on the first day of each month, beginning with the month following the month in which the Executive attains sixty-five (65) years of age. (b) If the Executive's employment is terminated by voluntary resignation prior to the date specified in Schedule A which corresponds to an Applicable Percentage equal to one hundred percent (100%) and such resignation is not subject to the provisions of subparagraph 5.4 below, the Executive 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 Executive by the Employer pursuant to the terms of this Agreement. 5.3. TERMINATION FOR CAUSE. The Executive agrees that if his employment with the Employer is terminated "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 Executive by the Employer pursuant to the terms of this Agreement; provided however, if the Executive is terminated for disability, he shall be entitled to benefits under Section 4. 5.4. TERMINATION ON ACCOUNT OF OR AFTER A CHANGE IN CONTROL. In the event: (i) the Executive's employment with the Employer is terminated by the Employer in conjunction with, or by reason of, a "Change in Control" (as defined in subparagraph 1.3 above); or (ii) by reason of the Employer's actions any adverse and material change occurs in the scope of the Executive's position, responsibilities, duties, salary, benefits, or location of employment after a Change in Control occurs; or (iii) the Employer causes an event to occur which reasonably constitutes or results in a demotion, a significant diminution of responsibilities or authority, or a constructive termination (by forcing a resignation or otherwise) of the Executive's employment after a Change in Control occurs, then the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits, as defined above, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Executive attains sixty (60) years of age or any month thereafter, as requested in writing by the Executive and delivered to the Employer or its successor thirty (30) days prior to the commencement of installment payments; provided, however, that in the event the Executive does not request a commencement date as specified, such installments shall be paid on the first day of each month, beginning with the month following the month in which the Executive attains sixty-two (62) years of age. The installments shall be payable until the Executive's death. -6- 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 Executive, 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 Executive 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 Executive 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, but only to the extent necessary to comply with ERISA, be designated as the named fiduciary under this Agreement and 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 Executive for benefits under this Agreement shall be stated in writing and delivered or mailed, via registered or certified mail, to the Executive, the Executive's spouse or the Executive'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 Executive, or as applicable, the Executive'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 Executive 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 Executive 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 Executive 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 Executive acknowledge and agree that, in the event of a Change in Control, upon request of the Executive, or in the Bank's discretion if the Executive 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 -7- 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 and shall continue to be subject to the claims of the Bank's general creditors until paid to the Executive 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 Executive: (i) consents to the revised payout terms determined appropriate by the Board of Directors; and (ii) does not negotiate or in any way influence the terms of proposed altered/accelerated payout (said decision to be made solely by the Board of Directors and offered to the Executive on a "take it or leave it basis"). 10. MISCELLANEOUS. 10.1. OPPORTUNITY TO CONSULT WITH INDEPENDENT ADVISORS. The Executive 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 Executive'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 Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive 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 Executive 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 Executive 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. 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 Francisco, 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 -8- 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 Executive 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 Executive: [name] [address] 10.5. ASSIGNMENT. The Executive 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 Executive, by a -9- proceeding at law or in equity, for the payment of any debts, judgments, alimony or separate maintenance obligations which may be owed by the Executive; 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 Executive 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. 10.10. MODIFICATIONS. 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. 10.11. PARAGRAPH 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. 10.12. NO 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- 10.13 GOVERNING 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 Executive have executed this Agreement on the date first above-written in the City of San Jose, California. BANK EXECUTIVE San Jose National Bank [name] By:________________________________ _________________________________ Robert A. Archer, [name] Chairman of the Board of Directors -11- SCHEDULE A ---------- CALENDAR YEAR APPLICABLE PERCENTAGE ------------- --------------------- June 1, 2000 to May 31, 2001 50% June 1, 2001 60% June 1, 2002 70% June 1, 2003 80% June 1, 2004 90% June 1, 2005 100% -12- SCHEDULE B ---------- EXECUTIVE BENEFITS ------------------ The Employer shall pay to the Employee pursuant to the Agreement during the Executive's lifetime, an amount equal to $_______________ per year in twelve equal monthly installments. The amount of Executive Benefits payable under the Agreement shall be adjusted each year from the date of commencement of payments of the Executive Benefits until the death of the Executive as follows: a. The Executive Benefits shall be increased at the rate of two percent (2%) each year, subject to further adjustment for an Early Retirement. b. If the Executive elects Early Retirement, the Executive Benefits shall be decreased by a percentage calculated by subtracting the Executive's age at Early Retirement from the Normal Retirement Age of 65 (62 in the event of a Change in Control), and multiplying the result by a factor of five. For example, a 25% reduction of the Executive Benefits would occur if the Executive's Early Retirement Age is 60, based on the following calculation: 65-60=5x5=25%. -13- EX-10.AA 3 0003.txt ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGMT Exhibit 10(aa) LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT Insurer/Policy Number: Bank: San Jose National Bank Insured: Relationship of Insured to Bank: Executive Officer Date: , 2000 The respective rights and duties of the Bank and the Insured in the above policy(ies) (the "Policy" or Policies) shall be as follows: I. DEFINITIONS Refer to the Policy provisions for the definition of all terms in this Agreement. II. POLICY TITLE AND OWNERSHIP Title and ownership shall reside in the Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw the Policy cash values. Where the Bank and the Insured (or beneficiary[ies] or assignee[s], with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject split dollar Policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement. III. BENEFICIARY DESIGNATION RIGHTS -1- The Insured (or beneficiary[ies] or assignee[s]) shall have the right and power to designate a beneficiary or beneficiaries to receive his share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement. IV. PREMIUM PAYMENT METHOD The Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to maintain the Policy in force. V. TAXABLE BENEFIT Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service. The Bank (or its administrator) will report to the Insured the amount of imputed income received each year on Form W-2 or its equivalent. VI. DIVISION OF DEATH PROCEEDS Subject to Paragraph VII herein, the division of the death proceeds of the Policy is as follows: 1. The Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to eighty percent (80%) of the net at risk insurance portion of the proceeds. The net at risk insurance portion is the total proceeds less the cash value of the Policy. 2. The Bank shall be entitled to the remainder of such proceeds. 3. The Bank and the Insured (or beneficiary[ies] or assignee[s]) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that the proceeds due the Bank and the Insured, respectively, bears to the total proceeds, excluding any such interest. 4. In the event that the Policy is terminated other than as a result of (a) a termination of this Agreement pursuant to paragraph X or (b) any intentional act of the Insured which results in the termination of the Policy, then the Bank shall pay to the Insured's beneficiary(ies) an amount which will provide a total after-tax death benefit equal to the benefit that the Insured would have received if the Policy had not been terminated. VII. DIVISION OF CASH SURRENDER VALUE -2- The Bank shall at all times be entitled to an amount equal to the Policy's cash value, as that term is defined in the Policy, less any Policy loans and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable Policy surrender charges. Such cash value shall be determined as of the date of surrender of the Policy or death of the Insured as the case may be. VIII. PREMIUM WAIVER If the Policy contains a premium waiver provision, any such waived amounts shall be considered for all purposes of this Agreement as having been paid by the Bank. IX. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS In the event the Policy involves an endowment or annuity element, the Bank's right and interest in any endowment proceeds or annuity benefits shall be determined under the provisions of this Agreement by regarding such endowment proceeds or the commuted value of such annuity benefits as the Policy's cash value. Such endowment proceeds or annuity benefits shall be treated like death proceeds for the purposes of division under this Agreement. X. TERMINATION OF AGREEMENT This Agreement shall terminate at the option of the Bank following thirty (30) days written notice to the Insured upon the happening of any one of the following: 1. The Insured's right to receive benefits under that certain Executive Supplemental Compensation Benefits Agreement effective as of May 1, 2000 shall terminate for any reason other than the Insured's death, or 2. The Insured shall be discharged from service with the Bank for cause. The term "for cause" shall mean: a. A termination "for cause" as this term may be defined in any written employment agreement entered into by and between the Bank and the Insured; b. The willful breach of duty by the Insured in the course of his employment; c. The Insured's deliberate violation of (i) any federal banking or securities laws, or of the Bylaws, rules, policies or resolutions of the Bank or Holding Company, or (ii) of the rules or regulations of the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Controller of the -3- Currency or any other regulatory agency or governmental authority having jurisdiction over the Bank or Holding Company , which has a material adverse effect upon the Bank or Holding Company; or d. The Insured's conviction of any felony or a crime involving moral turpitude or a fraudulent or dishonest act. Upon such termination, the Insured (or beneficiary[ies] or assignee[s]) shall have a ninety (90) day option to receive from the Bank an absolute assignment of the Policy in consideration of a cash payment to the Bank, whereupon this Agreement shall terminate. Such cash payment shall be the greater of: 1. The Bank's share of the cash value of the Policy on the date of such assignment, as defined in this Agreement. 2. The amount of the premiums which have been paid by the Bank prior to the date of such assignment. Should the Insured (or beneficiary[ies] or assignee[s]) fail to exercise this option within the prescribed ninety (90) day period, the Insured (or beneficiary[ies] or assignee[s]) agrees that all of his or her rights, interest and claims in the Policy shall terminate as of the date of the termination of this Agreement. Except as provided above, this Agreement shall terminate upon distribution of the death benefit proceeds in accordance with Paragraph VI above. XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS The Insured may not, without the prior written consent of the Bank, assign to any individual, trust or other organization, any right, title or interest in the Policy nor any rights, options, privileges or duties created under this Agreement. XII. AGREEMENT BINDING UPON THE PARTIES This Agreement shall be binding upon the Insured and the Bank, and their respective heirs, successors, personal representatives and assigns, as applicable. XIII. NAMED FIDUCIARY AND PLAN ADMINISTRATOR The Bank is hereby designated the "Named Fiduciary" until resignation or removal by its Board of Directors. As Named Fiduciary, the Bank shall be responsible for the management, -4- control, and administration of this Agreement as established herein. The Named Fiduciary may allocate to others certain aspects of the management and operations responsibilities of this Agreement, including the employment of advisors and the delegation of any ministerial duties to qualified individuals. XIV. FUNDING POLICY The funding Policy for this Agreement shall be to maintain the Policy in force by paying, when due, all premiums required. XV. CLAIM PROCEDURES Claim forms or claim information as to the subject Policy can be obtained by contacting The Benefit Marketing Group, Inc. (770-952-1529). When the Named Fiduciary has a claim which may be covered under the provisions described in the Policy, it should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued to the Named Fiduciary. In the event that a claim is not eligible under the Policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the Policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, it should contact the office named above and they will assist in making inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer. XVI. GENDER Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply. XVII. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as set forth herein upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the Policy provisions shall fully discharge the Insurer from any and all liability. -5- IN WITNESS WHEREOF, the Insured and a duly authorized Bank officer have signed this Agreement as of the above written date. SAN JOSE NATIONAL BANK INSURED - -------------------------- -------------------------------- James R. Kenny Executive President and CEO -6- BENEFICIARY DESIGNATION FORM PRIMARY DESIGNATION: NAME RELATIONSHIP ---- ------------ _____________________________ ______________________________________ _____________________________ ______________________________________ _____________________________ ______________________________________ CONTINGENT DESIGNATION: _____________________________ ______________________________________ _____________________________ ______________________________________ _____________________________ ______________________________________ _____________, 2000 Signed:_______________________ Executive EX-10.AB 4 0004.txt ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGMT Exhibit 10(ab) LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT Insurer/Policy Number: Bank: San Jose National Bank Insured: Relationship of Insured to Bank: Director Date: , 2000 The respective rights and duties of the Bank and the Insured in the above policy(ies) (the "Policy" or Policies) shall be as follows: I. DEFINITIONS Refer to the Policy provisions for the definition of all terms in this Agreement. II. POLICY TITLE AND OWNERSHIP Title and ownership shall reside in the Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw the Policy cash values. Where the Bank and the Insured (or beneficiary[ies] or assignee[s], with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject split dollar Policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement. III. BENEFICIARY DESIGNATION RIGHTS -1- The Insured (or beneficiary[ies] or assignee[s]) shall have the right and power to designate a beneficiary or beneficiaries to receive his share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement. IV. PREMIUM PAYMENT METHOD The Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to maintain the Policy in force. V. TAXABLE BENEFIT Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service. The Bank (or its administrator) will report to the Insured the amount of imputed income received each year on Form W-2 or its equivalent. VI. DIVISION OF DEATH PROCEEDS Subject to Paragraph VII herein, the division of the death proceeds of the Policy is as follows: 1. The Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to eighty percent (80%) of the net at risk insurance portion of the proceeds. The net at risk insurance portion is the total proceeds less the cash value of the Policy. 2. The Bank shall be entitled to the remainder of such proceeds. 3. The Bank and the Insured (or beneficiary[ies] or assignee[s]) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that the proceeds due the Bank and the Insured, respectively, bears to the total proceeds, excluding any such interest. 4. In the event that the Policy is terminated other than as a result of (a) a termination of this Agreement pursuant to paragraph X or (b) any intentional act of the Insured which results in the termination of the Policy, then the Bank shall pay to the Insured's beneficiary(ies) an amount which will provide a total after-tax death benefit equal to the benefit that the Insured would have received if the Policy had not been terminated. VII. DIVISION OF CASH SURRENDER VALUE -2- The Bank shall at all times be entitled to an amount equal to the Policy's cash value, as that term is defined in the Policy, less any Policy loans and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable Policy surrender charges. Such cash value shall be determined as of the date of surrender of the Policy or death of the Insured as the case may be. VIII. PREMIUM WAIVER If the Policy contains a premium waiver provision, any such waived amounts shall be considered for all purposes of this Agreement as having been paid by the Bank. IX. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS In the event the Policy involves an endowment or annuity element, the Bank's right and interest in any endowment proceeds or annuity benefits shall be determined under the provisions of this Agreement by regarding such endowment proceeds or the commuted value of such annuity benefits as the Policy's cash value. Such endowment proceeds or annuity benefits shall be treated like death proceeds for the purposes of division under this Agreement. X. TERMINATION OF AGREEMENT This Agreement shall terminate at the option of the Bank following thirty (30) days written notice to the Insured upon the happening of any one of the following: 1. The Insured's right to receive benefits under that certain Executive Supplemental Compensation Benefits Agreement effective as of May 1, 2000 shall terminate for any reason other than the Insured's death, or 2. The Insured shall be discharged from service with the Bank for cause. The term "for cause" shall mean: a. A termination "for cause" as this term may be defined in any written employment agreement entered into by and between the Bank and the Insured; b. The willful breach of duty by the Insured in the course of his employment; c. The Insured's deliberate violation of (i) any federal banking or securities laws, or of the Bylaws, rules, policies or resolutions of the Bank or Holding Company, or (ii) of the rules or regulations of the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Controller of the -3- Currency or any other regulatory agency or governmental authority having jurisdiction over the Bank or Holding Company, which has a material adverse effect upon the Bank or Holding Company; or d. The Insured's conviction of any felony or a crime involving moral turpitude or a fraudulent or dishonest act. Upon such termination, the Insured (or beneficiary[ies] or assignee[s]) shall have a ninety (90) day option to receive from the Bank an absolute assignment of the Policy in consideration of a cash payment to the Bank, whereupon this Agreement shall terminate. Such cash payment shall be the greater of: 1. The Bank's share of the cash value of the Policy on the date of such assignment, as defined in this Agreement. 2. The amount of the premiums which have been paid by the Bank prior to the date of such assignment. Should the Insured (or beneficiary[ies] or assignee[s]) fail to exercise this option within the prescribed ninety (90) day period, the Insured (or beneficiary[ies] or assignee[s]) agrees that all of his or her rights, interest and claims in the Policy shall terminate as of the date of the termination of this Agreement. Except as provided above, this Agreement shall terminate upon distribution of the death benefit proceeds in accordance with Paragraph VI above. XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS The Insured may not, without the prior written consent of the Bank, assign to any individual, trust or other organization, any right, title or interest in the Policy nor any rights, options, privileges or duties created under this Agreement. XII. AGREEMENT BINDING UPON THE PARTIES This Agreement shall be binding upon the Insured and the Bank, and their respective heirs, successors, personal representatives and assigns, as applicable. XIII. NAMED FIDUCIARY AND PLAN ADMINISTRATOR The Bank is hereby designated the "Named Fiduciary" until resignation or removal by its Board of Directors. As Named Fiduciary, the Bank shall be responsible for the management, -4- control, and administration of this Agreement as established herein. The Named Fiduciary may allocate to others certain aspects of the management and operations responsibilities of this Agreement, including the employment of advisors and the delegation of any ministerial duties to qualified individuals. XIV. FUNDING POLICY The funding Policy for this Agreement shall be to maintain the Policy in force by paying, when due, all premiums required. XV. CLAIM PROCEDURES Claim forms or claim information as to the subject Policy can be obtained by contacting The Benefit Marketing Group, Inc. (770-952-1529). When the Named Fiduciary has a claim which may be covered under the provisions described in the Policy, it should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued to the Named Fiduciary. In the event that a claim is not eligible under the Policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the Policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, it should contact the office named above and they will assist in making inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer. XVI. GENDER Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply. XVII. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as set forth herein upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the Policy provisions shall fully discharge the Insurer from any and all liability. -5- IN WITNESS WHEREOF, the Insured and a duly authorized Bank officer have signed this Agreement as of the above written date. SAN JOSE NATIONAL BANK INSURED - -------------------------- -------------------------------- James R. Kenny Director President and CEO -6- BENEFICIARY DESIGNATION FORM PRIMARY DESIGNATION: NAME RELATIONSHIP ---- ------------ - ----------------------------- --------------------------------------- - ----------------------------- --------------------------------------- - ----------------------------- --------------------------------------- CONTINGENT DESIGNATION: - ----------------------------- --------------------------------------- - ----------------------------- --------------------------------------- - ----------------------------- --------------------------------------- _____________, 2000 Signed:_______________________ Director EX-27 5 0005.txt FINANCIAL DATA SCHEDULE
9 1,000 US DOLLARS 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 1,000 23,631 1,443 30,366 0 109,735 20,094 19,184 418,539 6,703 638,724 543,832 11,527 7,210 0 0 0 21,582 34,158 638,724 11,269 2,605 3 13,877 4,780 5,334 8,543 125 (587) 4,116 4,212 4,212 0 0 2,577 0.70 0.67 0.059 283 674 0 0 6,412 3 30 6,703 6,703 0 538
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