NORTH BAY BANCORP/CA
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>5
<FILENAME>p18310_ex10-6.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 1st day of March,  2004 by and between  North Bay  Bancorp,  a California
corporation (the "Company"), and Terry L. Robinson (the "Employee").


                                   BACKGROUND

         WHEREAS,  the  Employee  is  currently  employed by the Company and has
served as the Company's  President & Chief Executive Officer since the Company's
inception.

         WHEREAS, the Employee possesses valuable knowledge and skills that have
contributed to the operation of the Company and its subsidiary banks;

         WHEREAS, the Company desires to continue Employee's  employment and the
Employee is willing to continue to be employed by the Company;

         WHEREAS,  the  Company  and the  Employee  desire  to enter  into  this
Agreement upon the terms and subject to the conditions  hereinafter set forth in
place and instead of that certain Employment  Agreement entered into between The
Vintage Bank and Employee as of March 1, 1999.

         NOW, THEREFORE, in consideration of the premises, agreements and mutual
covenants set forth herein, the parties hereto hereby agree as follows:

         1. Employment

                  1.1  General.  The  Company  hereby  employs  the  Employee as
President and Chief Executive Officer on the terms and subject to the conditions
contained in this Agreement,  and the Employee hereby accepts such employment on
the terms and subject to the conditions contained in this Agreement.

                  1.2 Duties of Employee. During the Term of this Agreement, the
Employee shall  diligently  perform all duties and  responsibilities  reasonably
accorded to and expected of the  President  and Chief  Executive  Officer of the
Company and as may be assigned to him by the Board of  Directors  of the Company
(the "Board of  Directors"),  and shall exercise such power and authority as may
from time to time be  delegated to him  thereby.  The Employee  shall devote his
full  business  time and attention to the business and affairs of the Company as
necessary  to perform  his duties and  responsibilities  hereunder,  render such
services  to the best of his  ability  and use his best  efforts to promote  the
interests of the Company.  The Employee shall faithfully  adhere to, execute and
fulfill all policies established by the Company.

                  1.3 Place of  Performance.  Except for required travel for the
Company's business,  the Employee shall perform his duties and  responsibilities
from the offices of the Company and its subsidiaries.


<PAGE>

         2. Term. Subject to the provisions of Section 4 of this Agreement,  the
parties acknowledge that the term of Employee's employment, under this Agreement
shall  commenc on March 1, 2004 (the  "Effective  Date") and continue  hereunder
until the third  anniversary of the Effective Date (the "Initial Term").  Unless
the Employee shall have notified the Company, or the Company shall have notified
the  Employee,  not less than sixty days prior to the  expiration of the Initial
Term of such party's  election not to continue the Term of this Agreement,  upon
expiration  of the Initial  Term,  the  Employee's  employment  hereunder  shall
continue until the fourth anniversary of the Effective Date and thereafter shall
continue on a  year-to-year  basis unless either party  notifies the other,  not
less than sixty days prior to  expiration  of the then current  Renewal Term, of
such  party's  election not to continue  the Term of this  Agreement  (each such
additional  one-year  period, a "Renewal Term"; the Initial Term and any Renewal
Term are  collectively  referred to hereinafter as the "Term").  The election by
the Company not to continue the Term of Employee's employment for a Renewal Term
shall not be deemed a  termination  without  cause  pursuant  to Section  4.1(b)
hereof.

         3. Compensation.

                  3.1  Salary.  During  the  Term of the  Employee's  employment
hereunder,  the Employee  shall receive an annual  salary of two hundred  twelve
thousand dollars  ($212,000.00)  payable at such times and in such manner as the
Company's  normal  payroll  schedule may from time to time  provide.  Employee's
annual salary shall be subject to annual  adjustment as may be determined by the
Board of Directors in its sole and absolute discretion.

                  3.2 Incentive Compensation.  The Employee shall be eligible to
receive as additional compensation each year during his employment hereunder, as
determined  by the Board of Directors or an  applicable  committee  thereof,  in
accordance with the terms of an incentive  compensation plan adopted annually by
the Board of Directors.  Such additional  compensation  (if any) to be paid at a
time or times and in a manner consistent with the Company's normal practices for
the payment of bonuses, or as the Board of Directors or applicable committee may
otherwise determine.

                  3.3 Benefits.  During his employment  hereunder,  the Employee
shall be entitled to participate in all plans adopted for the general benefit of
the Company's management employees,  including medical plans and 401(k) plan, to
the extent that the Employee is and remains eligible to participate  therein and
subject to the eligibility provisions of such plans in effect from time to time.
In the event Employee's  employment  hereunder is terminated and the Employee is
entitled to  compensation  pursuant to Section  4.4(d),  the  Employee  shall be
entitled to continue to  participate  in the  Company's  medical  plan until the
earlier of (a) expiration of the applicable  payment period set forth in Section
4.4(d)(i) or (ii) or (b) the date Employee obtains new employment.


                                       2
<PAGE>

                  3.4 Paid Time Off. During each calendar year of his employment
hereunder,  the Employee  shall be entitled to paid time off in accordance  with
the Company's paid time off policy set forth in the Company's  Employee Handbook
as in  effect  from  time to time.  Notwithstanding  anything  contained  in the
foregoing,  Employee shall take not less than five (5) consecutive  days of paid
time off during each calendar year during the Term of this  Agreement.  Employee
may be  absent  from his  employment  for paid time off only at such time as the
Board of Directors shall determine from time to time.

                  3.5  Withholding.   Notwithstanding   any  provision  in  this
Agreement to the  contrary,  all payments  required to be made by the Company to
the Employee  hereunder or otherwise arising out of, related or incidental to or
in  connection  with the  Employee's  employment  hereunder  shall be subject to
withholding  of such  amounts  relating to taxes as the  Company may  reasonably
determine it should withhold pursuant to any applicable law or regulation.

                  3.6  Reimbursement  of  Expenses.  Subject  to  the  Company's
reimbursement  policies  in effect  from  time to time,  the  Company  agrees to
reimburse   the  Employee  for  all   reasonable   business   travel  and  other
out-of-pocket  expenses  incurred by the Employee in the discharge of his duties
hereunder,  including travel, entertainment,  parking, tolls, business meetings,
professional  dues,  and the dues  associated  with  maintaining  membership  at
Silverado   Country  Club  &  Resort..   All  reimbursable   expenses  shall  be
appropriately documented in reasonable detail by the Employee upon submission of
any request for  reimbursement,  and in a format and manner  consistent with the
Company's  expense  reporting  policy,  as well as applicable  federal and state
record keeping requirements.

                  3.7 Automobile. The Company will pay to Employee an automobile
allowance in the amount of seven  hundred fifty  dollars  ($750) per month.  The
Employee shall be responsible  for insurance and  maintenance  costs  associated
with such  automobile's  operation.  The Company will reimburse the Employee for
mileage.  Employee shall procure and maintain an automobile  liability insurance
policy  on the  automobile,  with  coverage  including  Employee  for at least a
minimum  of  $300,000  for  bodily  injury or death to any one person in any one
accident,  and $100,000 for property  damage in any one  accident.  The Employer
shall be named as an  additional  insured and Employee  shall  provide  Employer
copies  of  policies  evidencing   insurance  and  Employer's  inclusion  as  an
additional insured.

         4. Termination

                  4.1 By Company.

                           (a) With Cause. Notwithstanding any provision in this
Agreement to the contrary, the Employee's employment hereunder may be terminated
by the Company at any time for "Cause," and such termination  shall be effective
immediately upon written notice to the Employee. For purposes of this Agreement,
"Cause" for the

                                       3
<PAGE>

termination of the Employee's  employment hereunder shall be deemed to exist if,
in the reasonable  judgment of the Board of Directors:  (a) the Employee commits
fraud, theft or embezzlement against the Company, or any subsidiary or affiliate
thereof; (b) the Employee commits a felony or a crime involving moral turpitude;
(c) the Employee  compromises trade secrets or other proprietary  information of
the Company,  or any subsidiary or affiliate thereof;  (d) the Employee breaches
any non-solicitation  agreement with the Company, or any subsidiary or affiliate
thereof;  (e) the Employee  breaches any of the terms of this  Agreement  (other
than those  referenced in clauses (c) and (d) of this Section  4.1(a)) and fails
to cure such breach within ten (10) days after the receipt of written  notice of
such breach from the Company;  (f) the Employee engages in any grossly negligent
act or willful misconduct that causes, or could be reasonably expected to cause,
harm to the business, operations or reputation of the Company, or any subsidiary
or  affiliate  thereof;  or (g) the  Company,  or any  subsidiary  or  affiliate
thereof,  is ordered to terminate this Agreement by any governmental  regulatory
agency  with  supervisory  authority  over the  Company,  or any  subsidiary  or
affiliate thereof.

                           (b) Without  Cause.  The Company may at any time,  in
its sole and  absolute  discretion,  terminate  the  employment  of the Employee
hereunder   without   Cause,   or  otherwise   without  any  cause,   reason  or
justification, provided that the Company provides to the Employee written notice
(the  "Termination  Notice")  of such  termination.  In the  event  of any  such
termination  by the Company,  the Employee's  employment  with the Company shall
cease and terminate on the date specified in the Termination Notice.

                           (c) For  Disability of the Employee.  If, as a result
of incapacity  due to physical or mental  illness or injury,  the Employee shall
have been unable to perform the  essential  functions of his  position,  with or
without  reasonable  accommodation,  on a full-time  basis for a period of sixty
(60) consecutive days, or for a total of ninety days in any twelve-month  period
(a  "Disability"),  then thirty (30) days after  written  notice to the Employee
(which  notice  may be  given  before  or  after  the end of the  aforementioned
periods,  but which  shall  not be  effective  earlier  than the last day of the
applicable  period),  the  Company  may  terminate  the  Employee's   employment
hereunder  if the  Employee  is  unable to resume  his  full-time  duties at the
conclusion of such notice period.

                  4.2 Death of the Employee.  This Agreement  shall  immediately
cease and terminate upon the death of Employee.

                  4.3  Termination  by Employee.  The Employee may terminate his
employment  under this  Agreement  upon not less than ninety (90) prior  written
notice to the  Company.  Upon  learning  that the  Employee is  terminating  his
employment  under this  Agreement,  the Company may, in its sole  discretion but
subject to its other obligations  under this Agreement,  relieve Employee of his
duties under this Employment  Agreement,  and assign  Employee other  reasonable
duties  and  responsibilities  to be  performed  until the  termination  becomes
effective.

                                       4
<PAGE>

         4.4 Compensation Upon Early Termination.

                           (a) As a Result of Death,  Cause or  Resignation.  If
the  Employee's  employment  under this  Agreement  is  terminated  prior to the
scheduled  expiration  of the Term by reason of his  death,  termination  by the
Company for Cause or resignation by the Employee, the Employee shall be entitled
to be paid solely (i) the Employee's salary then in effect through the effective
date of  termination,  (ii) any accrued  vacation  due  pursuant to Section 3.4,
(iii) any amounts due pursuant to Section 3.6, (iv) those benefits, if any, that
have vested by  operation of state or federal law or under any written term of a
plan ("Vested Benefits"), and (v) health care coverage continuation rights under
the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA Rights"), and
the Company  shall have no further  liability  or other  obligation  of any kind
whatsoever to the Employee.  In the case of termination as a result of the death
of Employee,  any amounts due  pursuant to this Section  4.4(a) shall be paid to
the Employee's estate,  heirs (at law),  devisees,  legatees or other proper and
legally  entitled  descendants,   or  the  personal  representative,   executor,
administrator   or  other  proper  legal   representative   on  behalf  of  such
descendants.

                           (b) By the  Company  other than for Cause.  Except as
otherwise  expressly  provided in Section  4.4(d),  if,  prior to the  scheduled
expiration of the Term, the Company terminates the Employee's employment without
Cause,  the  Employee  shall be  entitled  to receive and be paid solely (i) the
Employee's  salary then in effect until the  expiration of six months  following
the effective date of the termination of Employee's employment payable over such
period at the  Company's  regular  and  customary  intervals  for the payment of
salaries  as in effect  from time to time  ("Severance  Pay"),  (ii) any accrued
vacation due pursuant to Section 3.4,  (iii) any amounts due pursuant to Section
3.6, (iv) any Vested Benefits,  and (v) any COBRA Rights,  and the Company shall
have no further  liability or other  obligation  of any kind  whatsoever  to the
Employee.  The payment of Severance Pay shall constitute  liquidated  damages in
lieu of any and all claims by the Employee against the Company, shall be in full
and  complete  satisfaction  of any and all rights  which the Employee may enjoy
hereunder,  and  shall  constitute  consideration  for a full and  unconditional
release of any and all  liability  of the  Company  or any of its  shareholders,
benefit plans, affiliate companies,  subsidiaries,  and the directors, officers,
employees, trustees and agents of such entities and their successors or assigns,
arising out of this Agreement or out of the employment  relationship between the
Employee and the Company (in the form of Exhibit A,  hereafter  the  "Release").
Payment  of the  Severance  Pay is  expressly  conditioned  upon  receipt by the
Company of the Release executed by the Employee.

                           (c)  Disability.   For  the  sixty  (60)  day  period
following  onset of the  Employee's  Disability,  Employee  shall be entitled to
receive and be paid solely (i) the  Employee's  salary then in effect  until the
expiration of said sixty (60) day period payable over such period of time at the
Company's  regular  and  customary  intervals  for the payment of salaries as in
effect from time to time, (ii) any accrued vacation due pursuant to Section 3.4,
(iii) any amounts due pursuant to Section 3.6, (iv) any Vested Benefits, and (v)
any COBRA  rights.  Following  expiration  of the  sixty  (60) day  period,  the
Employee  shall be  entitled  to receive  and be paid  solely a salary at a rate
commensurate

                                       5
<PAGE>

with the benefit  Employee is eligible to receive  under any  disability  policy
maintained by the Company for a period of one hundred twenty (120) days or until
Employee's  benefits under any disability  policy  maintained by the Company for
the Employee commences, whichever period is shorter, payable over such period of
time at the  Company's  regular  and  customary  intervals  for the  payment  of
salaries as in effect from time to time,  and the Company  shall have no further
liability or other obligation of any kind whatsoever to the Employee.

                           (d)  Change  in  Control.   Notwithstanding  anything
contained in the foregoing, if within one year of the effective date of a Change
in Control (as defined below) (i) Employee's  employment under this Agreement is
terminated by the Company, its assignee or successor,  without Cause (including,
for purposes of this Section 4.1(d),  an election by the Company not to continue
to Term of Employee's  employment)  or (ii) Employee  terminates  his employment
under this Agreement on account of (y) Employee's position,  responsibilities or
working conditions being substantially diminished or (z) a material reduction in
the  Employee's  compensation  or benefits,  the  Employee  shall be entitled to
receive and be paid, in lieu of compensation payable pursuant to Section 4.4(b),
an amount  equal to three (3) times (a) the  Employee's  annual  salary  then in
effect plus (b) the average of the incentive  compensation  paid to the Employee
for the two most  recently  completed  fiscal years of the Company.  Said amount
shall  be  payable  to the  Employee  for a period  of  thirty  six (36)  months
following the effective date of the  termination  of the  Employee's  employment
(the "Date of Termination"). Said amount shall be payable for such period at the
Company's  regular  and  customary  intervals  for the payment of salaries as in
effect from time to time. In addition, the Employee shall be entitled to receive
and be paid (v) any  accrued  vacation  due  pursuant  to Section  3.4,  (w) any
amounts due  pursuant to Section  3.6,  (x) any Vested  Benefits,  (y) any COBRA
rights, and (z) prorated  incentive  compensation for the current fiscal year of
the Company.

                           (e) Change in Control  Defined.  "Change in  Control"
means in any transaction or related series of transactions:  (a) the acquisition
(other than solely from the Company), by any individual, entity or group (within
the meaning of Section  13(d)(3) or Section 14(d)(2) of the Exchange Act), other
than the Company or any  subsidiary,  affiliate  (within the meaning of Rule 144
under the  Securities  Act of 1933, as amended) or employee  benefit plan of the
Company,   of  beneficial   ownership  (within  the  meaning  of  Rule  13(d)(3)
promulgated  under the  Exchange  Act) of more than 30% of the  combined  voting
power  of the  then  outstanding  securities  of the  Company  entitled  to vote
generally  in  the  election  of  directors  (the  "Voting  Securities");  (b) a
reorganization, merger, consolidation, share exchange or recapitalization of the
Company (a "Business  Combination"),  other than a Business Combination in which
more than 50% of the combined voting power of the outstanding  voting securities
of  the  surviving  or  resulting  entity  immediately  following  the  Business
Combination  is held by the  persons  who,  immediately  prior  to the  Business
Combination,  were the  holders  of the  Voting  Securities;  or (c) a  complete
liquidation or dissolution of the Company, or a sale of all or substantially all
of the Company's assets.

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<PAGE>

                           (f)  Tax   Gross-Up   Payment.   In  the   event  the
compensation payable to the Employee pursuant to and by reason of Section 4.4(d)
hereof and  otherwise  payable by the  Company  to the  Employee  by reason of a
Change in Control (including without  limitation,  accelerated  vesting of stock
options and other compensation  payable outside of this Agreement  (together the
"Total  Benefits"),  but determined  without  regard to any additional  payments
required under this Section 4.4(f))  constitute excess parachute payments within
the meaning of Section  280G of the  Internal  Revenue Code (the "Code") and the
Employee  will be subject to the excise tax imposed by Section 4999 of the Code,
then the  aggregate  compensation  payable to the  Employee  pursuant  to and by
reason of  Section  4.4(d)  shall be  increased  by an  additional  amount  (the
"Gross-Up  Payment")  such that the net amount  retained by the Employee,  after
deduction of any excise tax on the Total  Benefits  and any  federal,  state and
local income tax,  excise  taxes and FICA  Medicare  withholding  taxes upon the
Gross-Up  Payment  shall be equal to the Total  Benefits.  The Gross-Up  Payment
shall be  calculated,  and all  assumptions  to be utilized in  performing  such
calculation,   shall  be  made  by  the  Company's   independent  auditors  (the
"Accounting Firm") which shall provide detailed supporting  calculations both to
the Company and the Employee within fifteen (15) business days after the Date of
Termination  (defined  in Section  4(d)(i)).  The  calculation  of the  Gross-Up
Payment by the  Accounting  Firm shall be binding  upon the Company and Employee
unless  with ten (10)  business  days of  receiving  the  calculations  from the
Accounting  Firm either  party  objects to the  calculation  by serving upon the
other party a written notice of objection  (which shall contain specific details
supporting  the  objection).   In  the  event  of  a  timely  objection  to  the
calculation,  the Company and Employee  shall meet and in good faith  attempt to
resolve the  objection.  If the parties fail to resolve the  objection  with ten
(10)  business  days of  receipt of the  objection,  either  party may  initiate
arbitration,  and the  dispute  shall be resolved  by  arbitration,  pursuant to
Section 11 hereof. All reasonable fees and expenses of the Accounting Firm shall
be borne  solely by the  Company.  The  Gross-Up  Payment  shall be added to the
aggregate  compensation  payable to the  Employee  pursuant  to and by reason of
Section  4.4(d) and be payable over the  applicable  payment period set forth in
Section  4.4(d)(i)  or (ii),  subject to  withholding  pursuant  to Section  3.5
hereof.

                  4.5  Expiration  of  the  Term.  If  not  sooner   terminated,
Employee's employment hereunder shall terminate on the expiration of the Initial
Term or the  Renewal  Term,  as  applicable.  Not less than 45 days prior to the
scheduled expiration of Employee's  employment  hereunder,  the parties agree to
commence  discussions with respect to the possible extension of the Term of this
Agreement,  possible  execution of a new employment  agreement or other possible
continuation of the Employee's  employment (it being  understood and agreed that
no such discussion shall imply any current or future obligation or commitment to
enter into any such  agreement or  extension  or any other  expressed or implied
arrangement  for  the  continued   employment  of  the  Employee  following  the
expiration  of the  Initial  Term or any  other  termination  of the  Employee's
employment hereunder).

         5. Agreement Not to Solicit Customers. The Employee agrees that, during
the Term of his employment with the Company or any entity owned by or affiliated
with

                                       7
<PAGE>

the Company (whether  pursuant to this Agreement or otherwise),  and for two (2)
years  following  the  termination   thereof  whether  or  not  for  any  reason
whatsoever,  he will not,  either directly or indirectly,  use any  Confidential
Information (defined in Section 7) in connection with calling on, soliciting, or
taking  away as a  client,  customer  or  prospective  client  or  customer,  or
attempting  to call on,  soliciting,  or taking  away as a client,  customer  or
prospective client or customer, any person or entity that was a client, customer
or prospective client or customer of the Company, or any subsidiary or affiliate
thereof.  For purposes of this agreement  "prospective client or customer" shall
include  any person or entity  with whom the  Company  has had  contact  for the
purpose of soliciting business within the six months prior to the termination of
employment or whom the Company intended to contact for the purpose of soliciting
business within six months after termination of employment,  of which contact or
intended contact the Employee had knowledge while employed by the Company.

         6. Agreement Not to Solicit Employees.  The Employee agrees that during
the Term of his employment with the Company or any entity owned by or affiliated
with the Company (whether pursuant to this Agreement or otherwise),  and for two
(2) years  following  the  termination  thereof  whether  or not for any  reason
whatsoever,  he will not, either directly or indirectly, on his own behalf or in
the  service  or on behalf of others,  solicit or divert,  attempt to solicit or
divert or induce  or  attempt  to  induce  to  discontinue  employment  with the
Company,  or any  subsidiary or affiliate  thereof,  any person  employed by the
Company, or any subsidiary or affiliate thereof, whether or not such employee is
a full time employee or a temporary  employee of the Company,  or any subsidiary
or  affiliate  thereof and whether or not such  employment  is for a  determined
period or is at will.

         7.   Ownership   and   Non-Disclosure   and  Non-Use  of   Confidential
Information.

                  7.1  Confidential  Information.  As used  in  this  Agreement,
"Confidential  Information"  shall mean all customer  deposit,  loan,  sales and
marketing  information,   business  and/or  strategic  plans,  customer  account
records,   proprietary  receipts  and/or  processing   techniques,   information
regarding  vendors and products,  training and operations  memoranda and similar
information,  personnel records, pricing information,  financial information and
trade  secrets  concerning  or relating to the  business,  accounts,  customers,
employees and affairs of the Company,  or any  subsidiary or affiliate  thereof,
obtained  by or  furnished,  disclosed  or  disseminated  to  the  Employee,  or
obtained,  assembled or compiled by the Employee or under his supervision during
the course of his employment by the Company, and all physical embodiments of the
foregoing, all of which are hereby agreed to be the property of and confidential
to the  Company,  but  Confidential  Information  shall not  include  any of the
foregoing  to the extent that the  Employee can show that the same is or becomes
publicly known through no action, omission, fault or breach of this Agreement by
the Employee.

                  7.2 Ownership.  The Employee  acknowledges and agrees that all
Confidential Information, and all physical embodiments thereof, are confidential
to and

                                       8
<PAGE>

shall be and remain the sole and exclusive property of the Company. The Employee
agrees that upon request by the Company,  and in any event upon  termination  of
the  Employee's  employment  with  the  Company  whether  or not for any  reason
whatsoever,  the Employee shall deliver to the Company all property belonging to
the  Company,  or any of its  subsidiaries  or  affiliates,  including,  without
limitation,  all Confidential Information (and all embodiments thereof), then in
his custody, control or possession.

                  7.3  Non-Disclosure  and Non-Use.  The Employee agrees that he
will not,  either  during the Term of his  employment  hereunder  or at any time
thereafter,  use, disclose or make available any Confidential Information to any
person or entity,  nor shall he use,  disclose,  make  available  or cause to be
used, disclosed or made available,  or permit or allow, either on his own behalf
or on behalf of others,  any use or disclosure of such Confidential  Information
other than in the proper performance of the Employee's duties hereunder.

         8.  Reasonableness  of  Restrictions.  In the event that any  provision
relating to time period set forth in Section 5, 6, or 7 shall be held by a court
of competent jurisdiction to exceed the maximum time period that the court deems
reasonable  and  enforceable,  the  time  period  which  the  court  finds to be
reasonable and enforceable  shall be deemed to become,  and thereafter shall be,
the maximum time period of such restriction as to such jurisdiction.

         9.  Enforceability.  Any provision of this Agreement which is held by a
court  of  competent   jurisdiction  to  be  invalid  or  unenforceable  in  any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions hereof, but shall be enforced to the maximum extent permitted by law,
and any such holding of invalidity or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

         10.  Injunction.  The  Employee  represents  that  his  experience  and
capabilities  are such  that the  provisions  of  Sections  5, 6, and 7 will not
prevent him from earning his livelihood,  and acknowledges  that a breach by the
Employee of any of the covenants  contained  therein will cause irreparable harm
and  damage to the  Company,  the  monetary  amount  of which  may be  virtually
impossible  to  ascertain.  As a result,  the  Employee  recognizes  and  hereby
acknowledges  that the Company shall be entitled to an injunction from any court
of competent  jurisdiction enjoining and restraining any violation of any or all
of the  covenants  contained in Section 5, 6, and/or 7 of this  Agreement by the
Employee  or any of his  affiliates,  associates,  partners  or  agents,  either
directly or indirectly,  without any  requirement to post bond or other security
and that  such  right to  injunction  shall be  cumulative  and in  addition  to
whatever other remedies the Company may possess.

         11.  Arbitration.  Subject  to the  provisions  of  Section  10  hereof
regarding  the  remedy of  injunctive  relief,  any  dispute  (whether  based on
contract,  tort,  or  statutory  duty  or  prohibition)  arising  out  of  or in
connection  with this Agreement  shall be submitted to

                                       9
<PAGE>

binding arbitration,  in accordance with the Commercial Arbitration Rules of the
American  Arbitration  Association  (as  modified  by  this  Agreement)  by  one
arbitrator,  designated in accordance  with those rules. No one who has ever had
any business,  financial,  family, or social relationship with any party to this
Agreement  shall serve as an  arbitrator  unless the related  party  informs the
other party of the  relationship  and the other party consents in writing to the
use of that arbitrator.

         The party  demanding  arbitration  shall submit a written  claim to the
other party, setting out the basis of the claim. A prearbitration  hearing shall
be held within twenty (20) business days after the arbitrator's  selection.  The
arbitration   shall  be  held  within   ninety  (90)  calendar  days  after  the
prearbitration   hearing.  The  arbitrator  shall  establish  any  deadlines  to
accomplish this goal. The arbitration shall take place in Napa, California, at a
time and place selected by the arbitrator.

         Each party shall be entitled to discovery of  essential  documents  and
witnesses,  as determined by the  arbitrator.  No less than thirty (30) calendar
days before the  arbitration,  a party may serve a document  request calling for
any document that would be discoverable in a state civil proceeding.  The served
with this request  shall  deliver the  requested  documents  and any  objections
within ten (10) calendar  days.  The arbitrator may resolve any dispute over the
exchange of documents.  Each party may take no more than three (3)  depositions,
unless additional  depositions are allowed by the arbitrator for good cause. All
depositions  must be  completed  as of fifteen  (15)  calendar  days  before the
arbitration  hearing  unless the parties  otherwise  agree.  The  arbitrator may
resolve any dispute  over the  depositions  as they would be resolved in a state
civil  proceeding.  Any motion may be heard by the  arbitrator on three (3) days
notice unless the parties otherwise agree. The arbitrator shall apply California
law.

         The parties agree that all  information  supplied by any party shall be
deemed to be confidential information, and the arbitrator and other participants
in the dispute shall protect such information from disclosure to the same extent
as confidential information under Section 7 of this Agreement.

         The arbitrator shall have the following powers:

                  (a)      To issue subpenas for the attendance of witnesses and
                           subpenas  duces  tecum for the  production  of books,
                           records, documents, and other evidence;

                  (b)      To order depositions to be used as evidence;

                  (c)      Consistent with the discovery  procedures  enumerated
                           above, to enforce the rights,  remedies,  procedures,
                           duties, liabilities,  and obligations of discovery as
                           if the  arbitration  were a  civil  action  before  a
                           California superior court;

                                       10
<PAGE>

                  (d)      To  conduct a hearing on the  arbitration  issues and
                           related legal and discovery issues;

                  (e)      To administer oaths to parties and witnesses;

                  (f)      To  award   damages  and  remedies   which  would  be
                           available  in a  civil  action  before  a  California
                           superior court;

                  (g)      To  award  expenses  and fees of  arbitration  as the
                           arbitrator deems proper; and

                  (h)      To order such other  relief as the  arbitrator  deems
                           proper.

         Within fifteen (15) calendar days after  completion of the arbitration,
the  arbitrator  shall  submit a tentative  decision in writing  specifying  the
reasoning for the decision and any calculations  necessary to explain the award.
Each party shall have  fifteen  (15)  calendar  days in which to submit  written
comments to the  tentative  decision.  Within ten (10)  calendar  days after the
deadline for written  comments,  the arbitrator  shall announce the final award.
Any party may enter the  final  award as a  judgment  in any court of  competent
jurisdiction.

         The Company shall pay the  arbitrator's  expenses and fees, all meeting
room  charges,  and any other  expenses that would not have been incurred if the
case were  litigated in the judicial forum having  jurisdiction  over it. Unless
otherwise ordered by the arbitrator, each party shall pay its own attorney fees,
witness  fees  and  other  expenses  incurred  by the  party  for his or its own
benefit.  The arbitrator may award the prevailing  party his or its expenses and
fees of arbitration,  including  reasonable  attorney fees and costs,  including
witness fees, in such proportion as the arbitrator decides.

         12. No Prior Agreements.  The Employee  represents and warrants that he
is not a party to or otherwise subject to or bound by the terms of any contract,
agreement or  understanding  which in any manner would limit or otherwise affect
his ability to perform his obligations  hereunder,  including without limitation
any contract,  agreement or understanding containing terms and provisions in any
manner  similar  to those  contained  in  Sections  5, 6,  and/or 7 hereof.  The
Employee  further  represents and warrants that his employment  with the Company
will not require him to disclose or use any confidential  information  belonging
to prior employers or other persons or entities.

         13.  Assignment.   The  Employee  shall  not  delegate  his  employment
obligations  pursuant to this Agreement to any other person.  This Agreement may
be assigned  by the  Company  without  the  Employee's  consent.  The rights and
protections of the Company  hereunder  shall extend to any successors or assigns
of the Company and to the  Company's  present or future  parents,  subsidiaries,
divisions and affiliates.

         14. Employer's  Authority.  The relationship between the parties hereto
is that of employer and employee. The Employee agrees to observe and comply with
the

                                       11
<PAGE>

rules and  regulations  of the  Company,  as adopted by the Company from time to
time with respect to the performance of the duties of the Employee. The Employee
acknowledges  that he has no  authority  to enter  into any  material  long term
contracts or other  obligations  that are binding  upon the Company  unless such
contracts  or  obligations  relate  to  approved  budgeted  expenditures  or are
otherwise authorized by the Board of Directors. The Company shall have the power
to direct, control and supervise the duties to be performed by the Employee, the
manner of performing said duties, and the time of performing said duties.

         15.  Governing Law. This  Agreement,  the rights and obligations of the
parties hereto,  and any claims or disputes relating thereto,  shall be governed
by and construed in accordance with the laws of the State of California, without
giving  effect to any of the  conflicts  of laws  provisions  thereof that would
compel the application of the substantive  laws of any other  jurisdiction.  The
Company and the Employee each hereby  irrevocably  submit to the jurisdiction of
the state or federal  courts  located in the State of  California  in connection
with any suit,  action or other  proceeding  arising  out of or relating to this
Agreement  and hereby agree not to assert,  by way of motion,  as a defense,  or
otherwise  in any such  suit,  action or  proceeding  that the  suit,  action or
proceeding  is brought  in an  inconvenient  forum,  that the venue of the suit,
action or  proceeding is improper or that this  Agreement or the subject  matter
hereof may not be enforced by such courts.

         16. Entire Agreement.  This Agreement  constitutes the entire agreement
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes all prior agreements,  understandings and arrangements, both oral and
written, between the parties hereto with respect to such subject matter.

         17. Notices.  All notices,  requests,  demands and other communications
under this  Agreement  will be in  writing  and will be deemed to have been duly
given (a) on the date of the service if served  personally  on the party to whom
notice  is to be  given,  (b) on the  date of  transmission  if  transmitted  by
facsimile with confirmation of receipt,  (c) on the date of receipt if mailed to
the  party to whom  notice is to be given by first  class  mail,  registered  or
certified,  postage  prepaid or by  overnight  courier  service  (i.e.,  Federal
Express or  equivalent)  and unless  either party  should  notify the other of a
change of address properly addressed as follows, or (d) otherwise on the date of
receipt when the intended recipient has acknowledged receipt:

                           (i) If to the Employee:

                           Terry L. Robinson
                           54 Seabreeze Court
                           Napa, CA  94558

                                       12
<PAGE>

                           (ii) If to the Company:

                           North Bay Bancorp
                           1500 Soscol Avenue
                           P.O. Box 2200
                           Napa, California  94559
                           Attention:  Chairman of the Board
                           Facsimile:  (707) 257-8025

         18.  Binding  Effect.  The  obligations  of  the  Employee  under  this
Agreement  shall  continue  after  the  expiration  of  this  Agreement  and the
termination of his employment with the Company for any reason,  shall be binding
upon his heirs, executors,  personal representatives,  legal representatives and
assigns  and shall  inure to the  benefit of any  successor  and  assigns of the
Company.

         19.  Severability.  The  invalidity  of any one or  more of the  words,
phrases, sentences, clauses, sections or subsections contained in this Agreement
shall not affect the  enforceability of the remaining portions of this Agreement
or any part  thereof,  all of which are  inserted  conditionally  on their being
valid in law,  and,  in the event  that any one or more of the  words,  phrases,
sentences,  clauses,  sections or subsections contained in this Agreement or any
part thereof shall be declared invalid,  this Agreement shall be construed as if
such invalid word or words, phrase or phrases, sentence or sentences,  clause or
clauses, section or sections or subsection or subsections had not been inserted.
If such  invalidity  is caused by length of time or size of area,  or both,  the
otherwise invalid provision will be considered to be reduced to a period or area
which would cure such invalidity.

         20. Section Headings.  The section headings contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         21. No Third Party  Beneficiary.  Nothing  expressed or implied in this
Agreement is intended, or shall be construed,  to confer upon or give any person
other  than  the   parties   hereto  and  their   respective   heirs,   personal
representative,  legal  representative,  successors  and assigns,  any rights or
remedies under or by reason of this Agreement.

         22.  Amendment;  Modification;  Waiver.  No amendment,  modification or
waiver of the terms of this Agreement  shall be valid unless made in writing and
duly executed by the Company and the  Employee.  No delay or failure at any time
on the part of the Company in  exercising  any right,  power or privilege  under
this Agreement,  or in enforcing any provision of this  Agreement,  shall impair
any such right,  power or privilege,  or be construed as a waiver of any default
or as any  acquiescence  therein,  or shall  affect  the  right  of the  Company
thereafter to enforce each and every  provision of this  Agreement in accordance
with its terms.  The waiver by either  party  hereto of a

                                       13
<PAGE>

breach or violation of any term or provision  of this  Agreement  shall  neither
operate nor be construed as a waiver of any subsequent breach or violation.

         THE  EMPLOYEE  ACKNOWLEDGES  THAT  HE  HAS  READ  AND  UNDERSTANDS  THE
FOREGOING PROVISIONSAND THAT SUCH PROVISIONS ARE REASONABLE AND ENFORCEABLE.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement or
caused this Agreement to be executed as of the day and year first above written.


                                                EMPLOYEE


                                                ________________________________
                                                Terry L. Robinson



                                                COMPANY


                                                By: ____________________________
                                                    David B. Gaw
                                                    Chairman of the Board

                                       14
<PAGE>

                                    EXHIBIT A

                                 GENERAL RELEASE

1.       I have been  offered  by North Bay  Bancorp  the sum of six (6)  months
         severance  (less all  customary  federal,  state and local  taxes) (the
         "Severance  Payment") for and in consideration of the execution of this
         General Release (the "Release").

2.       I acknowledge that I am not otherwise entitled to receive the Severance
         Payment referenced in paragraph 1 above.

3.       I understand  that my execution of this Release is voluntary,  and that
         if I do not accept this  Severance  Payment,  I will not lose any other
         rights  that I may have under  other  policies or programs of the North
         Bay Bancorp.

4.       I accept the Severance Payment.

5.       In consideration for the Severance Payment,  I unconditionally  release
         North Bay Bancorp and any of its shareholders, benefit plans, affiliate
         companies,   subsidiaries,  and  the  directors,  officers,  employees,
         trustees and agents of such  entities and their  successors  or assigns
         (collectively  hereinafter,  the  "Company")  from  any and all  claims
         arising out of the employment  relationship  between the Company and me
         or the termination of my employment with the Company. I agree that this
         Release is meant to be as general as possible  and covers all claims of
         any  nature  whether  or not I know  the  claims  exist  at this  time,
         including but not limited to contract claims,  tort claims,  and claims
         under any state,  federal,  or local law.  Without limiting the general
         nature of this Release, I specifically release the Company from any and
         all claims under federal or state civil rights and discrimination laws,
         including but not limited to Title VII of the Civil Rights Act of 1964,
         the  Age   Discrimination   in  Employment   Act,  the  Americans  with
         Disabilities in Employment Act, and the Equal Pay Act.

6.       However,  nothing in this Release  prohibits me from filing a charge of
         discrimination  or cooperating in any proceeding  before the California
         Department  of Fair  Employment  and  Housing  ("CDFEH")  or the  Equal
         Employment   Opportunity   Commission   ("EEOC").   This  Release  only
         constitutes  a  waiver  by me of my right  to file a suit  against  the
         Company on the claims  set forth in  paragraph  5 and a waiver by me of
         any right to receive  compensation  based on claims, if any, brought by
         the CDFEH or the EEOC.

7.       In further consideration for the Severance Payment, I agree and warrant
         that all  Company  files,  papers  and  property  that  have been in my
         possession,  custody or control during my employment have been returned
         to the Company and will not

                                       15
<PAGE>

         be copied or removed from the premises. I further agree that I will not
         disclose  the terms of this  Release  except to my attorney  and/or tax
         consultant,  or as  required by law. I also agree that I am still bound
         by certain  provisions  of the  Employment  Agreement  that I signed on
         March 1, 2004 according to the terms thereof.

8.       I understand I have a seven  consecutive  calendar day period to revoke
         my assent to this Release  beginning  with today's date. If I choose to
         rescind  this  Release,  I will notify the Chairman of the Board of the
         Company, both verbally and confirmed in writing within seven days. With
         the  exception of the  provisions of paragraph 7, this Release will not
         be effective or enforceable  until the foregoing  revocation period has
         expired.

9.       The amounts  provided  under this Release are not offered in connection
         with any  specific  exit  incentives  or other  employment  termination
         program.

10.      I agree not to disparage the Company, its officers, employees or agents
         of the Company either within the Company or externally in any way.

11.      I warrant that I have not assigned any right or claim  released in this
         Release.

12.      This Release is binding on my heirs and assigns.

13.      In executing this Release, I am not relying on any representations made
         to me by the Company.

14.      I  expressly  assume  any risk that the facts and law  concerning  this
         Release may be other than as presently known to me.

15.      This Release  constitutes the sole and entire agreement I have with the
         Company and supersedes any and all  understandings  and agreements made
         prior to the date of this Release.

16.      This Release shall be governed in all respects by the laws of the State
         of California. No action involving this Release or my employment by the
         Company may be brought except in state or federal courts located in the
         State of California.

         I HAVE READ AND UNDERSTAND THIS RELEASE AND AGREE TO ALL ITS TERMS.





                                    ____________________________________________
                                    Signature


____________________                ____________________________________________
Date                                                 Print Name

                                       16

</TEXT>
</DOCUMENT>
