Valley Community Bank (fka VCBC)

[Enterprising Investor]

Termination of a Material Definitive Agreement (11/14/14)

On November 10, 2014, the registrant, FNB Bancorp, a California corporation and the parent company of First National Bank of Northern California, a national banking association (the "Bank"), received a notice of termination of the Agreement and Plan of Reorganization and Merger (the "Merger Agreement") signed on May 22, 2014 by and among FNB Bancorp, the Bank and Valley Community Bank ("VCB"). The Board of Directors of VCB determined that a notice of termination was required in order to comply with their fiduciary duties to the shareholders of VCB and because VCB had entered into a definitive agreement to be acquired by Bay Commercial Bank. Under the terms of the Merger Agreement, FNB Bancorp was expecting to acquire VCB through the merger of VCB with and into the Bank.

Upon this termination of the Merger Agreement, VCB became obligated to pay to FNB Bancorp, on demand, the sum of $500,000 as liquidated damages for expenses incurred and the lost opportunity cost for time devoted to the transactions contemplated by the Merger Agreement. On November 13, 2014, FNB received the payment of this termination fee.

http://www.sec.gov/Archives/edgar/data/1163199/000101905614001419/fnb_8k.htm