UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1630, 2010

SONOMA VALLEY BANCORP

(Exact name of registrant as specified in its charter)

California

(State or other

jurisdiction

of incorporation)

000-31929

(Commission File No.)

68-0454068

(I.R.S. Employer

Identification No.)

202 West Napa Street, Sonoma, California 95476

(Address of principal executive offices) (Zip Code)

(707) 935-3200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.~~07.~~02 ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On June 1630, 2010, Sonoma Valley Bancorp (~~the~~ “Company”) ~~held~~terminated ~~its~~several ~~2010~~Director ~~Annual~~Compensation ~~Meeting~~Benefits ofAgreements ~~Shareholders. At~~which ~~the~~it ~~Annual~~had ~~Meeting,~~entered ~~there~~into ~~were~~with ~~1,879,285~~various ~~shares~~current ofand ~~common~~former ~~stock~~directors ~~represented~~of tothe ~~vote~~Company on either inDecember ~~person~~17, 2008 or byJanuary ~~proxy~~1, 2001. Upon termination, no further benefits will accrue or 80vest under each terminated agreement.~~77%~~ Any ofvested ~~the~~benefits ~~outstanding~~will ~~shares~~continue to be paid pursuant to the terms of ~~common~~the ~~stock,~~applicable ~~which~~terminated ~~represented~~Director aCompensation ~~quorum~~Benefits Agreements. ~~The~~In ~~final~~connection ~~results~~with the termination of ~~the~~these ~~voting~~agreements, ~~for~~certain ~~each~~participant ~~matter~~directors ~~submitted~~voluntarily torelinquished, aforfeited ~~vote~~and ofsurrendered ~~shareholders~~without atconsideration all vested or accrued benefits under the ~~Annual~~Director ~~Meeting~~Compensation Benefits Agreements. The agreements were terminated, and certain accrued benefits were extinguished as ~~follows:~~part of the Director’s efforts to remove bank liabilities and increase its capital ratios.

~~Proposal~~Item No5. 1:02 ~~Suzanne~~Departure ~~Brangham,~~of ~~Dale~~Certain T.Officers; ~~Downing,~~Election ~~Robert~~of B.Directors; ~~Hitchcock,~~Appointment ~~Robert~~of J.Certain ~~Nicholas,~~Officers; ~~Valerie~~Compensatory ~~Pistole~~Arrangements ~~and Mel Switzer, Jr. were elected to serve as directors and will serve until the 2011 Annual Meeting~~ of ~~Shareholders~~Certain ~~and until their successors are elected and qualified. The voting for each director was as follows:~~Officers

	Number of Shares
	For		Withheld		Broker Non-Votes
Suzanne Brangham		1,065,898		269,038		544,349
Dale T. Downing		1,084,682		250,254		544,349
Robert B. Hitchcock		1,077,941		256,995		544,349
Robert J. Nicholas		1,074,786		260,150		544,349
Valerie Pistole		1,093,232		241,704		544,349
Mel Switzer, Jr.		1,033,505		301,431		544,349

(e) On June 30, 2010, Sonoma Valley Bancorp terminated its First Amended and Restated Sonoma Valley Bank Supplemental Retirement Benefits Plan, as amended on July 15, 2009 (SERP), which certain current and former officers of the Company had become participants pursuant to Individual Participation Agreements dated December 17, 2008. Upon termination, no further benefits will accrue or vest under the SERP. Vested benefits will continue to be paid pursuant to the terms of the terminated SERP. In connection with the SERP plan termination, various SERP participants gave the Company notice that such participants have elected to voluntarily relinquish, forfeit and surrender without consideration all vested or accrued benefits under the SERP. The Company’s principal executive officer Sean Cutting, principal financial officer Mary Dieter Smith, named executive officer Cathleen Gorham and former primary executive officer Mel Switzer, Jr. gave such notice of relinquishment of benefits and no further amounts shall be paid to such officers under the terminated SERP. There was no consideration given in connection with the termination or surrender of vested interests.

~~Proposal~~Item No9. 2:01. ~~Approval~~Financial ofStatements ~~the~~and ~~amendment to Article III of the Company’s Articles of Incorporation to increase the existing number of the authorized shares of the Company’s common stock from 10,000,000 to 20,000,000.~~Exhibits

For		Against				Abstain				Broker Non-Votes
1,534,245			277,946				67,092			0

(d)

Exhibits

~~Proposal No~~10. 3:1 ~~Ratification~~[FORM ofOF] ~~Richardson~~Termination ~~and~~of ~~Co.,~~Director ~~certified~~Compensation ~~public~~Benefits ~~accountants,~~Agreement asand ~~the~~Acknowledgement ~~Company’s~~of ~~independent~~Relinquishment ~~auditors~~of ~~for~~Director ~~the~~Compensation ~~fiscal~~Benefits ~~year~~Accrued ~~ending December 31, 2010.~~Thereunder

For		Against				Abstain				Broker Non-Votes
1,648,102			149,345				81,833			0

10.2	Termination of The First Amended and Restated Sonoma Valley Bank Supplemental Executive Retirement Plan

~~Proposal No~~10. 4:3 ~~The~~[FORM ~~non-binding~~OF] ~~resolution~~Acknowledgement ~~approving~~of ~~the~~Relinquishment ~~compensation~~ of Supplemental Retirement Benefit Accrued Under the ~~Company’s~~First ~~executive~~Amended ~~officers.~~and Restated Sonoma Valley Bank Supplemental Executive Retirement Plan

For		Against				Abstain				Broker Non-Votes
1,428,646			397,017				53,619			0

SIGNATURE

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 hereunto duly authorized.

SONOMA VALLEY BANCORP,

a California Corporation

Dated: ~~June~~July 187, 2010 /s/~~Mary~~Sean ~~Dieter~~C. ~~Smith~~Cutting

~~Mary~~Sean ~~Dieter~~C. ~~Smith~~Cutting,

Chief ~~Financial~~Executive Officer

(Principal Finance and Accounting Officer)

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