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EXHIBIT 10.1
BANK OF THE SIERRA
1998 STOCK OPTION PLAN
Adopted June 11, 1998
1. Purpose. The purpose of the 1998 Stock Option Plan (the "Plan") is to
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strengthen BANK OF THE SIERRA (the "Bank") and those corporations which are or
hereafter become subsidiary corporations of the Bank, within the meaning of
Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"), by
providing to participating employees and directors added incentive for high
levels of performance and for unusual efforts to increase the earnings of the
Bank and its subsidiary corporations. The Plan seeks to accomplish these
purposes and results by providing a means whereby such employees and directors
may purchase shares of the common stock of the Bank pursuant to (a) options
granted pursuant to the Incentive Stock Option Plan (the "Incentive Plan")
(Division A hereof) which will qualify as incentive stock options under Section
422 of the Code ("Incentive Options"), or (b) options granted pursuant to the
Non-Qualified Stock Option Plan (the "Non-Qualified Plan") (Division B hereof)
which are intended to be non- qualified stock options described in Treas. Reg.
(S)1.83-7 to which Section 421 of the Code does not apply ("Non-Qualified
Options"). (Hereinafter, the term "Options" shall collectively refer to
Incentive Options and Non-Qualified Options.)
2. Administration. This Plan shall be administered by the Board of
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Directors of the Bank (the "Board of Directors"). Any action of the Board of
Directors with respect to adminis tration of the Plan shall be taken pursuant
to a majority vote of its members; provided, however, that with respect to
action taken by the Board of Directors in granting an option to an individual
director, such action must be authorized by the required number of directors
without counting the interested director, who shall abstain as to any vote on
his option. An interested director may be counted in determining the presence
of a quorum at a meeting of the Board of Directors where such action will be
taken.
The Board of Directors may, in its sole discretion, from time to time,
establish a Stock Option Committee composed of not less than three (3) persons
who must be directors of the Bank and, by appropriate resolution, delegate to
the Stock Option Committee such power and authority over the administration of
the Plan as the Board of Directors deems appropriate. Nothing contained herein
shall prevent the Board of Directors from delegating to the Stock Option
Committee full power and authority over the administration of the Plan.
Subject to the express provisions of the Plan, the Board of Directors (or
the Stock Option Committee, if authorized) shall have the authority to construe
and interpret the Plan, and to define the terms used therein, to prescribe,
amend, and rescind rules and regulations relating to admini stration of the
Plan, to determine the duration and purposes of leaves of absence which may be
granted to participants without constituting a termination of their employment
for purposes of the Plan, and to make all other determinations necessary or
advisable for administration of the Plan. Determinations of the Board of
Directors (or the Stock Option Committee, if authorized) on matters referred to
in this section shall be final and conclusive.
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3. Participation. All full-time salaried employees of the Bank and its
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subsidiary corporations shall be eligible for selection to receive both
Incentive Options and Non-Qualified Options. Directors of the Bank and its
subsidiary corporations who are not also full-time salaried officers or
employees of the Bank or a subsidiary corporation shall be eligible to receive
only Non-Qualified Options under the Plan. Subject to the express provisions of
the Plan, the Board of Direc tors (or the Stock Option Committee, if
authorized) shall select from the eligible class and determine the individuals
who shall receive Options, whether such Options shall be Incentive Options or
Non-Qualified Options, and the terms and provisions of the Options, and shall
grant such Options to such individuals. An individual who has been granted an
Option (an "Optionee") may, if such individual is otherwise eligible, be granted
additional Options if the Board of Directors (or the Stock Option Committee, if
authorized) shall so determine.
4. Stock Subject to the Plan. Subject to adjustment as provided in
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Section 13 hereof, the stock to be offered under the Plan shall be shares of the
Bank's authorized but unissued common stock, no par value (hereinafter called
"stock"), and the aggregate amount of stock to be delivered upon exercise of all
Options granted under the Plan, whether Incentive Options or Non-Qualified
Options, shall not exceed Two Million Seven Hundred Sixty-Three Thousand Eight
Hundred Sixty-Four (2,763,864) shares (30% of the number of shares of the Bank's
stock issued and outstanding as of June 11, 1998). Two-thirds (2/3) of such
shares shall be reserved exclusively for the grant of options to full-time
salaried officers and employees of the Bank. The remaining one-third (1/3) of
such shares may be granted to anyone eligible to participate in the Plan,
including directors, officers and employees. If any Option shall expire for any
reason without having been exercised in full, the unpurchased shares subject
thereto shall again be available for purposes of the Plan.
5. Option Price. The purchase price of stock subject to each Option
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shall be determined by the Board of Directors (or the Stock Option Committee, if
authorized) but shall not be less than one hundred percent (100%) of the fair
market value of such stock at the time such Option is granted. As to any
Incentive Option granted to an Optionee who, immediately before the Option is
granted, owns beneficially more than ten percent (10%) of the outstanding stock
of the Bank, the purchase price must be at least one hundred ten percent (110%)
of the fair market value of the stock at the time when such Option is granted.
The fair market value of such stock shall be determined in accordance with any
reasonable valuation method, including the valuation methods described in Treas.
Reg. (S)20.2031-2. The purchase price of any shares purchased shall be paid in
full in cash at the time of each such purchase.
6. Option Period. Each Option and all rights or obligations thereunder
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shall expire on such date as the Board of Directors (or the Stock Option
Committee, if authorized) may determine, but not later than ten (10) years from
the date such Option is granted, and shall be subject to earlier termination as
provided elsewhere in the Plan. As to any Incentive Option granted to an
Optionee who, immediately before the Option is granted, owns beneficially more
than ten percent (10%) of the outstanding stock of the Bank (whether acquired
upon exercise of Options or otherwise), such Option must not be exercisable by
its terms after five (5) years from the date of its grant.
7. Continuation of Employment. In the case of employees, nothing
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contained in the Plan (or in any Option agreement) shall obligate the Bank or
its subsidiary corporations to employ
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any Optionee for any period or interfere in any way with the right of the Bank
or its subsidiary corporations to reduce such Optionee's compensation.
8. Exercise of Options. Each Option shall become exercisable in such
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installments, which need not be equal, and upon such contingencies as the Board
of Directors (or the Stock Option Committee, if authorized) shall determine;
provided, however, that if an Optionee shall not in any given installment period
purchase all of the shares which such Optionee is entitled to purchase in such
installment period, such Optionee's right to purchase any shares not purchased
in such installment period shall continue until the expiration of such Option.
No Option or installment thereof shall be exercisable except in respect of whole
shares, and fractional share interests shall be disregarded except that they may
be accumulated in accordance with the next preceding sentence. Options may be
exercised by ten (10) days written notice delivered to the Bank stating the
number of shares with respect to which the Option is being exercised, together
with cash in the amount of the purchase price for such shares. No fewer than
ten (10) shares may be purchased at one time unless the number purchased is the
total number which may be purchased under the Option. As a condition to the
exercise of a Non-Qualified Option, in whole or in part, by an Optionee who is
an employee of the Bank (or who was an employee during the term of the Option),
the Optionee shall be required to pay to the Bank, in addition to the purchase
price for the shares being exercised, an amount equal to any taxes required to
be withheld by the Bank in order to enable the Bank to claim a deduction in
connection with the exercise of the Option.
9. Non-transferability of Options. Each Option shall, by its terms, be
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non-transferable by the Optionee, other than by Will or the laws of descent and
distribution, and shall be exercisable during such Optionee's lifetime only by
the Optionee.
10. Cessation of Employment; Disability. Except as provided in Sections 6
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and 11 hereof, if an Optionee ceases to be employed by or to serve as a director
of the Bank or a subsidiary corporation for any reason other than death or
disability, such Optionee's Option shall expire thirty (30) days thereafter, and
during such period after such Optionee ceases to be an employee or director,
such Option shall be exercisable only as to those shares with respect to which
installments, if any, had accrued as of the date on which the Optionee ceased to
be employed by or ceased to serve as a director of the Bank or such subsidiary
corporation. Except as provided in Sections 6 and 11 hereof, if an Optionee
ceases to be employed by or ceases to serve as a director of the Bank or a
subsidiary corporation by reason of disability (within the meaning of Section
22(e)(3) of the Code), such Optionee's Option shall expire not later than one
(1) year thereafter, and during such period after such Optionee ceases to be an
employee or director such Option shall be exercisable only as to those shares
with respect to which installments, if any, had accrued as of the date on which
the Optionee ceased to be employed by or ceased to serve as a director of the
Bank or such subsidiary corporation.
11. Termination of Employment for Cause. If an Optionee's employment by
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or service as a director of the Bank or a subsidiary corporation is terminated
for cause, such Optionee's Option shall expire immediately; provided, however,
that the Board of Directors may, in its sole discretion, within thirty (30) days
of such termination, waive the expiration of the Option by giving written notice
of such waiver to the Optionee at such Optionee's last known address. In the
event of such waiver, the Optionee may exercise the Option only to such extent,
for such time, and upon such terms
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and conditions as if such Optionee had ceased to be employed by or ceased to
serve as a director of the Bank or such subsidiary corporation upon the date of
such termination for a reason other than cause, disability, or death. In the
case of an employee, termination for cause shall include termination for
malfeasance or gross misfeasance in the performance of duties, conviction of
illegal activity in connection therewith, any conduct seriously detrimental to
the interests of the Bank or a subsidiary corporation, or removal pursuant to
the exercise of regulatory authority by the California Department of Financial
Institutions (the "DFI"), the Federal Deposit Insurance Corporation (the "FDIC")
or other bank supervisory agency; and, in any event, the determination of the
Board of Directors with respect thereto shall be final and conclusive. In the
case of a director, termination for cause shall include removal pursuant to
Sections 302 or 304 of the California Corporations Code or removal pursuant to
the exercise of regulatory authority by the DFI, the FDIC or other bank
supervisory agency.
12. Death of Optionee. Except as provided in Section 6 hereof, if any
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Optionee dies while employed by or serving as a director of the Bank or a
subsidiary corporation or during the thirty-day or one-year period referred to
in Section 10 hereof, such Optionee's Option shall expire one (1) year after the
date of such death. After such death but before such expiration, the persons to
whom the Optionee's rights under the Option shall have passed by Will or by the
applicable laws of descent and distribution shall have the right to exercise
such Option to the extent that installments, if any, had accrued as of the date
on which the Optionee ceased to be employed by or ceased to serve as a director
of the Bank or such subsidiary corporation.
13. Adjustments Upon Changes in Capitalization. If the outstanding shares
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of the stock of the Bank are increased, decreased, or changed into, or exchanged
for a different number or kind of shares or securities of the Bank, without
receipt of consideration by the Bank, through reorganization, merger,
recapitalization, reclassification, stock split-up, stock dividend, stock
consolidation, or otherwise, an appropriate and proportionate adjustment shall
be made in the number and kind of shares as to which Options may be granted. A
corresponding adjustment changing the number or kind of shares and the exercise
price per share allocated to unexercised Options, or portions thereof, which
shall have been granted prior to any such change shall likewise be made. Any
such adjustment, however, in an outstanding Option shall be made without change
in the total price applicable to the unexercised portion of the Option but with
a corresponding adjustment in the price for each share subject to the Option.
No fractional shares of stock shall be issued under the Plan on account of any
such adjustment.
14. Terminating Events. Not less than thirty (30) days prior to a
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"Terminating Event," i.e., a dissolution or liquidation of the Bank, a
reorganization, merger, or consolidation of the Bank with one or more
corporations as a result of which the Bank will not be the surviving
corporation, a sale of substantially all the assets and property of the Bank to
another person, or any other transac tion involving the Bank where there is a
change in ownership of at least twenty-five percent (25%), except as may result
from a transfer of shares to another corporation in exchange for at least eighty
percent (80%) control of that corporation, the Stock Option Committee or the
Board of Directors shall notify each Optionee of the pendency of the Terminating
Event. Upon delivery of said notice, any Option granted prior to the
Terminating Event shall be, notwithstanding the provisions of Section 8 hereof,
exercisable in full and not only as to those shares with respect to which
installments,
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if any, have then accrued, subject, however, to earlier expiration or
termination as provided elsewhere in the Plan. Upon the date thirty (30) days
after delivery of said notice, any Option or portion thereof not exercised shall
terminate, and upon the effective date of the Terminating Event, the Plan and
any Options granted thereunder shall terminate, unless provision is made in
connection with the Terminating Event for assumption of Options theretofore
granted, or substitution for such Options of new options covering stock of a
successor employer corporation, or a parent or subsidiary corporation thereof,
with appropriate adjustments as to the number and class of shares and prices.
15. Amendment and Termination by Board of Directors. The Board of
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Directors may at any time suspend, amend, or terminate the Plan and may, with
the consent of an Optionee, make such modification of the terms and conditions
of such Optionee's Option as it shall deem advisable; provided that, except as
permitted under the provisions of Section 13 hereof, any amendment or
modification of the Plan which would:
(a) increase the maximum number of shares which may be purchased
pursuant to Options granted under the Plan;
(b) change the minimum option price;
(c) increase the maximum term of Options provided for herein; or
(d) permit Options to be granted to anyone other than a director or a
full-time salaried officer or employee of the Bank or a subsidiary
corporation;
requires the approval of the Bank's shareholders as described below. Any
amendment or modification requiring shareholder approval shall be deemed adopted
as of the date of the action of the Board of Directors effecting such amendment
or modification and shall be effective immediately, unless otherwise provided
therein, subject to approval thereof within twelve (12) months before or after
the effective date by shareholders of the Bank holding not less than a majority
of the voting power of the Bank.
Notwithstanding the above, the Board of Directors (or the Stock Option
Committee, if authorized to do so) may grant to an Optionee, if such Optionee is
otherwise eligible, additional Options or, with the consent of the Optionee,
grant a new Option in lieu of an outstanding Option for a number of shares, at a
purchase price and for a term which in any respect is greater or less than that
of the earlier Option, subject to the limitations of Sections 5, 6 and A-2
hereof.
No Option may be granted during any suspension of the Plan or after
termination of the Plan. Amendment, suspension, or termination of the Plan shall
not, without the consent of the Optionee, alter or impair any rights or
obligations under any Option outstanding prior to such amendment, suspension or
termination of the Plan.
16. Time of Granting Options. The time an Option is granted, sometimes
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referred to as the date of grant, shall be the day of the action of the Board of
Directors (or action of the Stock Option Committee, if authorized to take such
action) described in the second sentence of Section 2 hereof; provided, however,
that if appropriate resolutions of the Board of Directors (or the Stock Option
Committee, if authorized to grant options) indicate that an Option is to be
granted as of and on some future date, the time such Option is granted shall be
such future date. If action by the Board of Directors (or the Stock Option
Committee, if authorized to take such action) is taken by the unanimous written
consent of its members, the action of the Board of Directors (or the Stock
Option
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Committee) shall be deemed to be at the time the last Board (or Stock Option
Committee) member signs the consent.
17. Privileges of Stock Ownership; Securities Laws Compliance; Notice of
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Sale. No Optionee shall be entitled to the privileges of stock ownership as to
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any shares of stock not actually issued and delivered. No shares shall be
issued upon the exercise of any Option unless and until any then applicable
requirements of any regulatory agencies having jurisdiction, and of any
exchanges upon which stock of the Bank may be listed, shall have been complied
with fully. The Bank will diligently endeavor to comply with all applicable
securities laws before any Options are granted under the Plan and before any
stock is issued pursuant to Options. The Optionee shall give the Bank notice of
any sale or other disposition of any such shares not more than five (5) days
after such sale or other disposition.
18. Effective Date of the Plan. The Plan shall be deemed adopted as of
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the date first shown herein and shall be effective immediately, subject to
approval hereof within twelve (12) months before or after said date by
shareholders holding not less than a majority of the voting power of the Bank.
19. Termination. Unless previously terminated by the Board of Directors
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or as provided in Section 14 hereof, the Plan shall terminate at the close of
business on June 11, 2008, and no Options shall be granted under it thereafter,
but such termination shall not affect any Option theretofore granted.
20. Option Agreement. Each Option shall be evidenced by a written Stock
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Option Agreement executed by the Bank and the Optionee and shall contain each of
the provisions and agreements herein specifically required to be contained
therein, including whether the Option is an Incentive Option or Non-Qualified
Option, and such other terms and conditions as are deemed desirable and are not
inconsistent with the Plan.
21. Exculpation and Indemnification. The Bank shall indemnify and hold
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harmless a member or members of the Board of Directors (or the Stock Option
Committee), in any action brought against such member or members to the maximum
extent permitted by then applicable law and the Articles of Incorporation and
Bylaws of the Bank and any amendments thereto.
DIVISION A
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INCENTIVE STOCK OPTION PLAN
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A-1. Eligible Persons. All full-time salaried officers and employees of
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the Bank and its subsidiary corporations shall be eligible for selection to
participate in the Incentive Plan. Notwithstanding any other provisions of the
Plan to the contrary, no director of the Bank or a subsidiary corporation who is
not a full-time salaried employee of the Bank or a subsidiary corporation and no
member of the Stock Option Committee may be granted options under the Incentive
Plan.
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A-2. Limit on Exercisability. The aggregate fair market value (determined
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as of the time the Option is granted) of the stock for which any full-time
salaried officer or employee may be granted Incentive Options which are first
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exercisable during any one calendar year (under all Incentive Stock Option Plans
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of such employee's employer corporation and its parent and subsidiary corpora
tions) shall not exceed One Hundred Thousand Dollars ($100,000).
A-3. Incorporation by Reference. The provisions of Sections 5, 6, 9, 10,
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15 and 19 of the Plan are hereby incorporated by this reference into this
Incentive Stock Option Plan.
A-4. Interpretation of Plan. Options granted pursuant to the Incentive
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Plan are intended to be "incentive stock options" within the meaning of Section
422 of the Code, and the Incentive Plan shall be construed to implement that
intent. If all or any part of an Incentive Option shall not be deemed an
"incentive stock option" within the meaning of Section 422 of the Code, said
Option shall nevertheless be valid and carried into effect as a Non-Qualified
Option.
DIVISION B
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NON-QUALIFIED STOCK OPTION PLAN
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B-1. Eligible Persons. All full-time salaried officers and employees and
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all directors of the Bank and its subsidiary corporations, except members of the
Stock Option Committee, shall be eligible for selection to participate in the
Non-Qualified Plan.
B-2. Interpretation of Plan. Options granted pursuant to the Non-Qualified
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Plan are intended to be non-qualified stock options described in Treas. Reg. (S)
1.83-7 to which Section 421 of the Code does not apply, and the Non-Qualified
Plan shall be construed to implement that intent.
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