|
Preliminary
Proxy Statement
|
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
Definitive
Proxy Statement
|
|
Definitive
Additional Materials
|
|
Soliciting
Material Pursuant to Sec.240.14a-12
|
FIRST NORTHERN COMMUNITY
BANCORP
|
(Name
of Registrant as Specified In Its Charter)
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
x
|
No
fee required.
|
|
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
(5)
|
Total
fee paid:
|
|
|
Fee
paid previously with preliminary materials.
|
|
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
|
1.
|
Elect
the following ten (10) directors to serve until the next Annual Meeting of
Shareholders and until their successors are elected and
qualified:
|
Lori J.
Aldrete
|
John
F. Hamel
|
David
W. Schulze
|
Frank J. Andrews, Jr.
|
Diane
P. Hamlyn
|
Andrew
S. Wallace
|
John M. Carbahal
|
Foy
S. McNaughton
|
|
Gregory DuPratt
|
Owen
J. Onsum
|
2.
|
Ratify
the appointment by the Audit Committee of the Board of Directors of Moss
Adams LLP to act as the independent registered public accounting firm of
First Northern Community Bancorp for the year ending December 31,
2008.
|
3.
|
Act
upon such other matters as may properly come before such meeting or any
adjournment or postponement
thereof.
|
Frank
J. Andrews, Jr.
|
Owen
J. Onsum
|
|
Chairman
of the Board
|
President
and Chief Executive Officer
|
|
Dated: April
11, 2008
|
YOUR
VOTE IS IMPORTANT
YOU
ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY SO THAT
YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR
WISHES.
|
ANNUAL
MEETING OF SHAREHOLDERS
|
1
|
VOTING
RIGHTS AND VOTE REQUIRED
|
1
|
VOTING
OF PROXIES—QUORUM
|
2
|
REVOCABILITY
OF PROXY
|
2
|
PROPOSAL
1 – NOMINATION AND ELECTION OF DIRECTORS
|
3
|
DIRECTOR
INDEPENDENCE
|
7
|
DIRECTOR
COMPENSATION
|
7
|
AUDIT
AND NON–AUDIT FEES
|
12
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
13
|
EXECUTIVE
OFFICERS
|
14
|
COMPENSATION
DISCUSSION AND ANALYSIS
|
15
|
PROPOSAL
2 – RATIFICATION OF THE COMPANY’S INDEPENDENT REGISTERED
|
|
PUBLIC
ACCOUNTING FIRM
|
38
|
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
|
39
|
TRANSACTIONS
WITH RELATED PERSONS
|
39
|
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
39
|
INFORMATION
AVAILABLE TO SHAREHOLDERS
|
40
|
SHAREHOLDER
PROPOSALS
|
40
|
OTHER
MATTERS
|
41
|
|
|
In
the election of directors, the ten nominees receiving the highest number
of votes will be elected.
|
|
|
Ratification
of the appointment by the Audit Committee of the Board of Directors of the
independent registered public accounting firm will require the affirmative
vote of a majority of the shares represented and voting at the
Meeting.
|
Name
|
Age
|
Position with the Company
|
Director
of
Bank Since
|
Director
of the
Company Since
|
||||
Lori
J. Aldrete
|
61
|
Director
|
1995
|
2000
|
||||
Frank
J. Andrews, Jr.
|
59
|
Chairman
of the Board
|
1993
|
2000
|
||||
John
M. Carbahal
|
53
|
Director
|
1996
|
2000
|
||||
Gregory
DuPratt
|
54
|
Director
|
1996
|
2000
|
||||
John
F. Hamel
|
67
|
Director
|
1975
|
2000
|
||||
Diane
P. Hamlyn
|
64
|
Director
|
1985
|
2000
|
||||
Foy
S. McNaughton
|
57
|
Director
|
2000
|
2000
|
||||
Owen
J. Onsum
|
63
|
President,
CEO and Director
|
1996
|
2000
|
||||
David
W. Schulze
|
63
|
Director
|
1978
|
2000
|
||||
Andrew
S. Wallace
|
44
|
Director
|
2007
|
2007
|
Name
|
Fees
Earned or Paid in Cash
($)
(1)
|
Stock
Awards
($)
(2)
|
Change
in Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($) (3)
|
Total
($)
|
||||
Lori
J. Aldrete
|
27,150
|
7,486
|
12,238
|
46,874
|
||||
Frank
J. Andrews, Jr.
|
27,150
|
7,486
|
8,037
|
42,673
|
||||
John
M. Carbahal
|
21,600
|
7,486
|
4,009
|
33,095
|
||||
Gregory
DuPratt
|
30,900
|
7,486
|
4,194
|
42,580
|
||||
John
F. Hamel
|
21,850
|
7,486
|
8,543
|
37,879
|
||||
Diane
P. Hamlyn
|
25,600
|
7,486
|
18,884
|
51,970
|
||||
David
W. Schulze
|
23,150
|
7,486
|
6,491
|
37,127
|
||||
Foy
S. McNaughton
|
23,500
|
7,486
|
15,244
|
46,230
|
||||
Andrew
S. Wallace
|
18,950
|
5,800
|
--
|
24,750
|
|
·
|
A
merger occurs and as a consequence the Company’s shareholders prior to the
merger own less than 50% of the resulting company’s voting
stock;
|
|
·
|
A
beneficial ownership report is required to be filed under Section 13(d) or
14(d) of the Securities Exchange Act of 1934 by a person (or group of
persons acting in concert) to report ownership of 20% or more of the
Company’s voting securities; or
|
|
·
|
During
any period of two consecutive years, individuals who constituted the
Company’s Board of Directors at the beginning of the two-year period cease
for any reason to constitute a majority of the Board. Directors elected
during the two-year period are treated as if they were directors at the
beginning of the period if they were nominated by at least two-thirds of
the directors in office at the beginning of the
period.
|
Name
|
Present
Value of
Accumulated
Benefit
($)
(1)
|
|||
Lori
J. Aldrete
|
63,379
|
|||
Frank
J. Andrews, Jr.
|
42,928
|
|||
John
M. Carbahal
|
22,293
|
|||
Gregory
DuPratt
|
23,343
|
|||
John
F. Hamel
|
116,905
|
|||
Diane
P. Hamlyn
|
96,814
|
|||
Foy
S. McNaughton
|
34,922
|
|||
David
W. Schulze
|
78,045
|
Respectfully
submitted,
|
|
Audit
Committee
|
|
John
M. Carbahal, Chairman
|
|
Gregory
DuPratt
|
|
Diane
P. Hamlyn
|
|
Foy
S. McNaughton
|
|
Andrew
S. Wallace
|
Name
|
Shares
beneficially
owned
|
Shares
acquirable
within
60 days
by
exercise of
options
|
Percent
of
stock
|
|||
Lori
J. Aldrete (1)
|
22,186
|
0
|
*
|
|||
Frank
J. Andrews, Jr.
|
33,729
|
0
|
*
|
|||
John
M. Carbahal (2)
|
44,516
|
0
|
*
|
|||
Patrick
S. Day
|
2,153
|
3,180
|
*
|
|||
Gregory
DuPratt (3)
|
23,268
|
0
|
*
|
|||
John
F. Hamel (4)
|
95,508
|
0
|
1.1%
|
|||
Diane
P. Hamlyn (5)
|
81,170
|
0
|
*
|
|||
Foy
S. McNaughton (6)
|
26,582
|
0
|
*
|
|||
Owen
J. Onsum (7)
|
349,851
|
77,062
|
4.9%
|
|||
David
W. Schulze (8)
|
208,141
|
0
|
2.4%
|
|||
Andrew
S. Wallace
|
1,266
|
0
|
*
|
|||
Louise
A. Walker (9)
|
102,593
|
151,436
|
2.9%
|
|||
Robert
M. Walker (10)
|
81,526
|
74,012
|
1.8%
|
|||
All
directors and executive officers as a group (13
people)
|
1,072,489
|
305,690
|
16.0%
|
|
__________________________
|
*
|
Less
than 1%.
|
(1)
|
Includes
18,752 shares held jointly with Ms. Aldrete’s
spouse.
|
(2)
|
Includes
13,484 shares held jointly with Mr. Carbahal’s spouse, 26,725 shares held
by the Carbahal & Company Annual Accumulation, an accountancy
corporation of which Mr. Carbahal is a principal and shareholder, and
1,844 shares held separately by Mr. Carbahal’s
spouse.
|
(3)
|
Includes
9,436 shares held separately by Mr. DuPratt’s
spouse.
|
(4)
|
Includes
66,124 shares held by the R/J Hamel Family Trust, of which Mr. Hamel is a
co-trustee and shares voting and investment power with respect to such
shares.
|
(5)
|
Includes
161 shares held by Ms. Hamlyn as custodian for Catherine S. Lindley, 99
shares held by Ms. Hamlyn as custodian for Stephen A. Lindley, 32,342
shares held separately in the name of Ms. Hamlyn’s spouse, 25,496 shares
held jointly with Ms. Hamlyn’s
spouse.
|
(6)
|
Includes
3,758 shares held by The McNaughton Family Trust of which Mr. McNaughton
is a co-trustee and shares voting and investment power with respect to
such shares.
|
(7)
|
Includes
123,248 shares held jointly with Mr. Onsum’s spouse, 72,213 shares held by
the First Northern Bank of Dixon Profit Sharing Plan, of which Mr. Onsum
is a trustee and shares voting and investment power with respect to such
shares of which beneficial ownership of 3,105 shares is disclaimed by Mr.
Onsum, and 149,726 shares held by a Trust, of which beneficial ownership
is disclaimed by Mr. Onsum.
|
(8)
|
Includes
207,654 shares held by The Schulze Family Trust, of which Mr. Schulze is a
co-trustee and shares voting and investment power with respect to such
shares.
|
(9)
|
Includes
27,327 shares held jointly with Ms. Walker’s spouse, and 1,419 shares held
by Ms. Walker as custodian for Jonathan Walker, 259 shares held by Ms.
Walker as custodian for Steven Walker, 103 shares held by Ms. Walker as
custodian for James R. Robinson, and 72,213 shares held by the First
Northern Bank of Dixon Profit Sharing Plan, of which Ms. Walker is a
trustee and shares voting and investment power with respect to such shares
of which beneficial ownership of 1,444 shares is disclaimed by Ms. Walker.
Ms. Walker and Mr. Walker are not
related.
|
(10)
|
Includes
8,465 shares held by The Walker Family Trust, of which Mr. Walker is a
co-trustee and shares voting and investment power with respect to such
shares, and 72,213 shares held by the First Northern Bank of Dixon Profit
Sharing Plan, of which Mr. Walker is a trustee and shares voting and
investment power of which beneficial ownership of 1,155 shares is
disclaimed by Mr. Walker. Mr. Walker and Ms. Walker are not
related.
|
Name
and Title
|
Age
|
Principal
Occupation During the Past Five Years
|
||
Louise
A. Walker, SEVP / Chief Financial Officer (1)
|
47
|
Senior
Executive Vice President, Chief Financial Officer and Cashier of the
Company.
|
||
Patrick
S. Day, EVP, Chief Credit Officer
|
58
|
Senior
Regional Credit Officer of First Bank from October 1999 to May 2006 and
Executive Vice President and Chief Credit Officer of the Company from June
2006.
|
||
Robert
M. Walker, EVP / Commercial, Retail and Trust Divisions
(1)
|
57
|
Executive
Vice President, Commercial, Retail & Trust Divisions of the
Company.
|
(1)
|
Ms.
Walker and Mr. Walker are not
related.
|
|
·
|
review
and recommend compensation objectives and policies to the Board of
Directors,
|
|
·
|
administer
the Company’s stock plans, long-term incentive plans and certain employee
benefit plans,
|
|
·
|
review
and recommend to the Board the compensation of the Chief Executive Officer
and other NEOs, and
|
|
·
|
oversee
preparation of executive compensation disclosures for inclusion in the
Company’s proxy statement.
|
|
·
|
Salary
- fixed base pay that reflects each NEO’s position, individual
performance, experience, and
expertise.
|
|
·
|
Annual
Cash Incentive - pay that varies based on performance against
annual business objectives; the Company communicates the associated
performance, goals, and award opportunities (expressed as a percentage of
salary) to the NEOs at the beginning of the
year.
|
|
·
|
Long-Term
Incentives – equity-based awards intended to reward NEOs for
bank-wide and individual performance, provide retention benefits, and to
align the interests of management and
stockholders.
|
|
·
|
Profit
Sharing/401(k) Plan - qualified defined contribution retirement
benefit to provide employees with savings opportunities and financial
security during retirement.
|
|
·
|
Executive
Retirement Benefits - each NEO has a Salary Continuation Plan or
Supplemental Executive Retirement Plan (SERP). NEOs may also
elect to defer a portion of their annual salary and annual cash incentive
under the 2001 Executive Deferral
Plan.
|
|
·
|
Other
Compensation - NEOs participate in broad-based employee benefits
such as medical, dental, disability, and life insurance coverage. Some
NEOs also participate in the Company’s Split Dollar Life Insurance
Plan.
|
Name
|
FNRN
2007 Salary to the 50th
Percentile of the Compensation Group
|
|
|
Owen
J. Onsum
|
+6%
|
||
Louise
A. Walker
|
-6%
|
||
Patrick
S. Day
|
0%
|
||
Robert
M. Walker
|
0%
|
||
Average
Difference
|
0%
|
2007
Annual
Incentive Opportunity as a Percent of Salary
|
||||
Executive
Officer
|
Threshold
|
Target
|
Max
|
Actual
Award
|
Owen
J. Onsum
|
37.5%
|
75%
|
112.5%
|
0%
|
Louise
A. Walker
|
20%
|
40%
|
60%
|
0%
|
Patrick
S. Day
|
20%
|
40%
|
60%
|
0%
|
Robert
M. Walker
|
20%
|
40%
|
60%
|
0%
|
|
·
|
Mr.
Walker - Pays for death while actively employed and provides
post-employment death benefit - $800,000 if death occurs before age 65,
$400,000 if death occurs at 65 or older, but before age 75, and $200,000
for death at age 75 or older.
|
Company
Name
|
Ticker
|
City
|
State
|
Total
Assets
2006Y
($000)
|
ROAA
2006Y
(%)
|
ROAE
2006Y
(%)
|
|
1
|
Temecula
Valley Bancorp Inc.
|
TMCV
|
Temecula
|
CA
|
1,238,189
|
1.64%
|
23.9%
|
2
|
Sierra
Bancorp
|
BSRR
|
Porterville
|
CA
|
1,215,074
|
1.70%
|
22.8%
|
3
|
Horizon
Financial Corp.
|
HRZB
|
Bellingham
|
WA
|
1,116,728
|
1.48%
|
14.3%
|
4
|
Heritage
Commerce Corp
|
HTBK
|
San
Jose
|
CA
|
1,037,138
|
1.57%
|
14.6%
|
5
|
PremierWest
Bancorp
|
PRWT
|
Medford
|
OR
|
1,034,511
|
1.52%
|
13.3%
|
6
|
Columbia
Bancorp
|
CBBO
|
The
Dalles
|
OR
|
1,033,188
|
1.79%
|
18.7%
|
7
|
Bank
of Marin Bancorp
|
BMRC
|
Novato
|
CA
|
876,578
|
1.38%
|
13.8%
|
8
|
Alliance
Bancshares California
|
ABNS
|
Culver
City
|
CA
|
875,762
|
1.02%
|
26.3%
|
9
|
San
Joaquin Bancorp
|
SJQU
|
Bakersfield
|
CA
|
748,930
|
1.26%
|
19.5%
|
10
|
Pacific
Premier Bancorp, Inc.
|
PPBI
|
Costa
Mesa
|
CA
|
730,874
|
1.07%
|
13.5%
|
11
|
Bridge
Capital Holdings
|
BBNK
|
San
Jose
|
CA
|
721,979
|
1.42%
|
19.3%
|
12
|
United
Security Bancshares
|
UBFO
|
Fresno
|
CA
|
678,314
|
2.04%
|
21.0%
|
13
|
American
River Bankshares
|
AMRB
|
Rancho
Cordova
|
CA
|
604,003
|
1.50%
|
14.5%
|
14
|
Bank
of Commerce Holdings
|
BOCH
|
Redding
|
CA
|
583,442
|
1.20%
|
15.6%
|
15
|
FNB
Bancorp
|
FNBG
|
S.
San Francisco
|
CA
|
581,270
|
1.32%
|
12.9%
|
16
|
1st
Centennial Bancorp
|
FCEN
|
Redlands
|
CA
|
551,127
|
1.49%
|
19.5%
|
17
|
Community
Valley Bancorp
|
CVLL
|
Chico
|
CA
|
550,037
|
1.38%
|
16.0%
|
18
|
Heritage
Oaks Bancorp
|
HEOP
|
Paso
Robles
|
CA
|
541,774
|
1.32%
|
14.1%
|
19
|
Community
West Bancshares
|
CWBC
|
Goleta
|
CA
|
516,615
|
1.12%
|
11.9%
|
20
|
First
California Financial Group
|
FCAL
|
Los
Angeles
|
CA
|
501,563
|
1.16%
|
13.8%
|
Average
|
786,855
|
1.42%
|
17.0%
|
||||
25th
Percentile
|
573,734
|
1.25%
|
13.8%
|
||||
50th
Percentile
|
726,427
|
1.40%
|
15.1%
|
||||
75th
Percentile
|
1,033,519
|
1.53%
|
19.5%
|
||||
First
Northern Community Banc.
|
FNRN
|
Dixon
|
CA
|
685,225
|
1.32%
|
14.9%
|
|
Percent
Rank
|
43%
|
32%
|
49%
|
Respectfully
submitted,
|
|
Compensation
Committee
|
|
Lori
J. Aldrete (Chair)
|
|
Gregory
DuPratt
|
|
Diane
P. Hamlyn
|
|
Foy
S. McNaughton
|
Name
and Principal Position
|
Year
|
Salary
($)
(1)
|
Option
Awards
($)
(2) (3)
|
Non-Equity
Incentive Plan Compensation ($) (4)
|
Change
in Pension Value and Non-Qualified Deferred Compensation
Earnings
($)
(7)
|
All
Other
Compensation
($)
(5)
|
Total
($)
|
Owen
J. Onsum
|
2007
|
271,560
|
76,634
|
0
|
220,069
|
27,777
|
596,040
|
President,
Chief Executive Officer and Director of the Bank and
Company
|
2006
|
261,120
|
120,495
|
242,401
|
244,738
|
35,273
|
904,027
|
|
|||||||
Louise
A. Walker
|
2007
|
157,800
|
53,731
|
0
|
149
|
27,777
|
239,457
|
Senior
Executive Vice President, Chief Financial Officer of the Bank and
Company
|
2006
|
150,000
|
51,404
|
74,302
|
195
|
35,273
|
311,174
|
|
|||||||
Patrick
S. Day
|
2007
|
150,000
|
24,367
|
0
|
33,768
|
23,694
|
231,829
|
Executive
Vice President, Chief Credit Officer of the Bank (6)
|
2006
|
84,630
|
7,805
|
41,921
|
18,147
|
-
|
152,503
|
|
|||||||
Robert
M. Walker
|
2007
|
130,985
|
38,504
|
0
|
45,815
|
23,876
|
239,180
|
Executive
Vice President, Commercial/ Retail/ Trust Division of the
Bank
|
2006
|
126,000
|
35,803
|
62,414
|
40,395
|
29,933
|
294,578
|
Name
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(1)
|
||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|
Owen J. Onsum
|
101,835
|
203,670
|
305,505
|
Louise A. Walker
|
31,560
|
63,120
|
94,680
|
Patrick S. Day
|
30,000
|
60,000
|
90,000
|
Robert M. Walker
|
26,197
|
52,394
|
78,591
|
1.
|
The
non-equity incentive plan compensation is calculated for every 2% variance
from targeted performance, the incentive payout changes by 5%, e.g. a 6%
variance from target would result in a 15% change in
payout. Payouts are capped at achievement of 120% of target
performance which results in a payout cap of 150%; and there is no payout
when performance is less than 80% of target performance. For
example, Mr. Onsum is eligible to receive 75% of his annual salary at 100%
of target performance. If performance was at 115% of target
performance, then he would be eligible for 137.5% of 75% or 103.125% of
his 2007 salary. Ms. Walker, Mr. Day and Mr. Walker were
eligible to receive 40% of salary at 100% of target
performance. Actual payouts for these awards are set forth in
the Summary Compensation Table and further described in the Compensation
Discussion and Analysis.
|
Name
|
All Other Option
Awards: Number
of Securities Under-
lying Options
(#) (3)
|
Grant
Date
|
Award
Date
Approval
(3)
|
Exercise or
Base Price of
Option Awards
($/Sh) (1)
|
Grant
Date
Fair Value
($) (1)
|
Date
Grant
Fully
Vested
(2)
|
Owen J. Onsum
|
15,900
|
1-3-07
|
10-19-06
|
21.46
|
81,408
|
1-3-11
|
Louise A. Walker
|
7,420
|
1-3-07
|
11-29-06
|
21.46
|
51,940
|
1-3-11
|
Patrick S. Day
|
6,360
|
1-3-07
|
11-29-06
|
21.46
|
44,520
|
1-3-11
|
Robert M. Walker
|
5,300
|
1-3-07
|
11-29-06
|
21.46
|
37,100
|
1-3-11
|
1.
|
The
exercise price of each option is the estimated fair market value of
Company common stock on the grant date. The fair market value of Company
common stock is the closing price on the first trading day immediately
preceding the date on which the fair market value is determined as quoted
on the OTC Bulletin Board.
|
2.
|
Stock
options are vested over four years beginning on the anniversary date of
the grant and thereafter, annually at a rate of 25% per
year.
|
3.
|
Typically
Grants are approved by the Board of Directors at year end for issuance in
the next year.
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Owen
J. Onsum
|
28,401
|
9,466 (1)
|
10.40
|
01/20/14
|
17,865
|
17,857
(2)
|
12.16
|
01/06/15
|
|
4,213
|
12,640
(3)
|
23.14
|
01/30/16
|
|
0
|
15,900
(4)
|
21.46
|
01/03/17
|
|
|
|
|||
Louise
A. Walker
|
12,076
|
-
|
4.03
|
01/07/09
|
25,494
|
-
|
4.27
|
01/03/10
|
|
36,079
|
-
|
5.65
|
01/02/11
|
|
25,529
|
-
|
9.17
|
01/02/12
|
|
18,732
|
-
|
8.78
|
01/08/13
|
|
12,308
|
4,102
(1)
|
10.40
|
01/20/14
|
|
7,740
|
7,741
(2)
|
12.16
|
01/06/15
|
|
1,826
|
5,476
(3)
|
23.14
|
01/30/16
|
|
0
|
7,420
(4)
|
21.46
|
01/03/17
|
|
|
|
|||
Patrick
S. Day
|
1,590
|
4,770
(3)
|
25.94
|
06/01/16
|
0
|
6,360
(4)
|
21.46
|
01/03/17
|
|
|
|
|||
Robert
M. Walker
|
5,015
|
-
|
4.27
|
01/03/10
|
22,695
|
-
|
5.65
|
01/02/01
|
|
12,346
|
-
|
9.17
|
01/02/12
|
|
10,705
|
0
|
8.78
|
01/08/13
|
|
8,520
|
2,840
(1)
|
10.40
|
01/20/14
|
|
5,359
|
5,359
(2)
|
12.16
|
01/06/15
|
|
1,264
|
3,791
(3)
|
23.14
|
01/30/16
|
|
-
|
5,300
(4)
|
21.46
|
01/03/17
|
Option
Awards
|
||
Name
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
On
Exercise
($)(1)
|
Owen
J. Onsum
|
54,797
|
478,720
|
Louise
A. Walker
|
10,453
|
140,291
|
Patrick
S. Day
|
0
|
0
|
Robert
M. Walker
|
8,369
|
144,335
|
Name
|
Plan
Name
|
Number
of
Years
Credited
Service
(#)
|
Present
Value of
Accumulated
Benefit
($)
(1)
|
Owen
J. Onsum
|
Supplemental
Executive Retirement Plan
|
36.00
|
883,092
|
Louise
A. Walker
|
Supplemental
Executive Retirement Plan
|
28.24
|
0
|
Patrick
S. Day
|
Salary
Continuation Plan
|
1.58
|
51,915
|
Robert
M. Walker
|
Salary
Continuation Plan
|
24.65
|
219,301
|
Name
|
Executive
Contributions
in
last FY
($)
(1)
|
Aggregate
Earnings
in
last FY ($) (3)
|
Aggregate
Balance
at
last
FYE
($)
(1) (2)
|
Owen
J. Onsum
|
121,200
|
38,654
|
735,602
|
Louise
A. Walker
|
--
|
4,506
|
82,860
|
Robert
M. Walker
|
57,265
|
10,890
|
211,896
|
Named
Executive Officer
Current
|
Pension
Benefit Value
($)
(1)
|
Multiple
of Base Salary & Incentive
($)
(2)
|
Acceleration
of Stock Options
($)
(3)
|
Other
Benefits & Tax Gross-ups
($)
(4)
|
Net
Impact of Termination Payments
($)
|
|
Owen
J. Onsum
|
||||||
·
|
Voluntary
Retirement
|
863,712
|
863,712
|
|||
·
|
Disability
|
863,712
|
863,712
|
|||
·
|
Death
|
1,606,120
|
1,606,120
|
|||
·
|
Voluntary
Termination
|
863,712
|
-
|
863,712
|
||
·
|
Involuntary
or Good Reason Termination
|
863,712
|
688,157
|
1,551,869
|
||
·
|
Involuntary
Termination for cause
|
-
|
||||
·
|
Involuntary
or Good Reason Termination following Change in Control (within 2
years)
|
1,097,736
|
1,146,928
|
114,788
|
9,647
|
2,369,099
|
Louise
A. Walker
|
||||||
·
|
Voluntary
Retirement
|
-
|
||||
·
|
Disability
|
55,355
|
55,355
|
|||
·
|
Death
|
1,284,798
|
1,284.798
|
|||
·
|
Voluntary
Termination
|
-
|
-
|
|||
·
|
Involuntary
or Good Reason Termination
|
212,551
|
212,551
|
|||
·
|
Involuntary
Termination for cause
|
-
|
||||
·
|
Involuntary
or Good Reason Termination following Change in Control
(within 2 years)
|
318,085
|
425,101
|
49,752
|
334,742
|
1,127,681
|
Robert
M. Walker
|
||||||
·
|
Voluntary
Retirement
|
135,812
|
135,812
|
|||
·
|
Disability
|
135,812
|
135,812
|
|||
·
|
Death
|
800,000
|
800,000
|
|||
·
|
Voluntary
Termination
|
135,812
|
135,812
|
|||
·
|
Involuntary
or Good Reason Termination
|
135,812
|
178,484
|
314,296
|
||
·
|
Involuntary
Termination for cause
|
-
|
||||
·
|
Involuntary
or Good Reason Termination following Change in Control (within 2
years)
|
478,868
|
356,967
|
34,444
|
324,059
|
1,194,338
|
Patrick
S. Day
|
||||||
·
|
Voluntary
Retirement
|
-
|
||||
·
|
Disability
|
38,273
|
38,273
|
|||
·
|
Death
|
750,000
|
750,000
|
|||
·
|
Voluntary
Termination
|
-
|
||||
·
|
Involuntary
or Good Reason Termination
|
210,250
|
210,250
|
|||
·
|
Involuntary
Termination for cause
|
-
|
||||
·
|
Involuntary
or Good Reason Termination following Change in Control (within 2
years)
|
253,362
|
420,500
|
-
|
309,980
|
983,841
|
By
Order of the Board of Directors
|
|
|
|
Owen
J. Onsum
|
|
President
and
|
|
Chief
Executive Officer
|
|
(1)
|
To
elect the following ten (10) persons to the Board of Directors to serve
until the 2009 Annual Meeting of Shareholders and until their successors
are duly elected and qualified:
|
Lori
J. Aldrete
|
John
F. Hamel
|
David
W. Schulze
|
Diane
P. Hamlyn
|
Andrew
S. Wallace
|
Frank
J. Andrews, Jr.
|
John
M. Carbahal
|
Foy
S. McNaughton
|
|
Gregory
DuPratt
|
Owen
J. Onsum
|
|
(2)
|
To
ratify the appointment by the Audit Committee of the Board of Directors of
Moss Adams LLP as First Northern Community Bancorp’s independent
registered public accounting firm for the year ending December 31,
2008.
|
o FOR
|
o
AGAINST
|
o
ABSTAIN
|
(3)
|
In
their discretion, the proxyholders are authorized to vote upon such other
business as may properly come before the
meeting.
|
Dated:
|
,
2008
|
Signed
|
||
Dated:
|
,
2008
|
Signed
|
Please
indicate how you would like your nametag(s) to
read:
|
o
|
I/We
expect to attend the meeting and
reception.
|
o
|
I/We
expect to attend the meeting
ONLY.
|
|
o
|
I/We
do not expect to attend.
|
Number
expected to attend:
|
Please
Type
or
Print
|
|
PLEASE
PROMPTLY COMPLETE THIS PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE.
|