SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SierraWest Bancorp
(Exact name of registrant specified in its charter)
California 68-0091859
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10181 Truckee-Tahoe Airport Road, Truckee, CA 96161
(Address of Principal Executive Offices)
SierraWest Bancorp Board of Directors Deferred Compensation and Stock Award
Plan,as Amended
(Full Title of the Plan)
David Broadley, Executive Vice President & Chief Financial Officer
10181 Truckee-Tahoe Airport Road, Truckee, CA 96161
(Name and Address of Agent for Service)
(916) 582-3000
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (a) per share (b) price fee
Common Stock 250,000 shares $15.0625 $3,012,500 $1,038.79
(No par value)
(a) The number of shares being registered is the number of shares issuable
under the SierraWest Bancorp Board of Directors Deferred Compensation and
Stock Award Plan, as Amended (the "Plan"). Because of certain events
specified in the Plan, an indeterminate number of shares may additionally
become subject to issuance under the Plan.
(b) Estimated pursuant to Rule 457(h) for the purpose of computing the
registration fee, utilizing $15.0625 as the average of the high and low
price of SierraWest Bancorp's common stock as of October 23, 1996.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
SierraWest Bancorp (the "Registrant") hereby incorporates by reference the
documents listed below. All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents.
(a) The Registrant's last annual report filed on Form 10-K for December 31,
1995 filed by the Registrant pursuant to Section 13 of the Securities Exchange
Act of 1934.
(b) The Registrant's quarterly reports filed on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996.
(c) The Registrant's current reports filed on Form 8-K, dated January 2,
January 3 and April 9, 1996.
(d) The description of the Registrant's common stock is contained in its
Registration Statement filed under the Securities Act of 1933, Form S-2, dated
January 12, 1994. Form 8-A, filed January 3, 1996, registered rights attaching
to the Registrant's stock.
Any statement contained herein or in any document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that another statement contained herein or
in any other subsequently filed document, which also is incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None of the named experts or counsel of Registrant has significant interests in
Registrant.
Item 6. Indemnification of Directors and Officers
The Articles of Incorporation and bylaws of the Registrant provide for
indemnification of agents including directors, officers and employees to the
maximum extent allowed by California law including the use of indemnity
agreements. The Articles of Incorporation of the Registrant further provide for
the elimination of directors' liability for monetary damages to the maximum
extent allowed by California law. The indemnification laws of the State of
California generally allow indemnification, in matters not involving the right
of the corporation, to an agent of the corporation if such person acted
in good faith, in a manner such person reasonably believed to be in the best
interests of the corporation and in the case of a criminal matter, had no
reasonable cause to believe the conduct of such person was unlawful. California
law, with respect to matters involving the right of a corporation, allows
indemnification of an agent of the corporation, if such person acted in good
faith, in a manner such person believed to be in the best interests of the
corporation and its shareholders; provided that there shall be no
indemnification for: (i) amounts paid in settlements without court approval for
a pending action; (ii) expenses occurred in defending a pending action which is
settled or otherwise disposed of without court approval; (iii) matters in which
such person shall have been adjudged to be liable to the corporation unless the
court determines that such person is entitled to be indemnified; or (iv) other
matters specified in the California Corporations Code.
<PAGE>
In addition, the Registrant has the power to purchase and maintain insurance on
behalf of any agent of the Registrant against any liability asserted against or
incurred by the agent in such capacity or arising out of the agent's status as
such whether or not the Registrant would have the power to indemnify the agent
against such liability under the applicable provisions of the Registrant's
Bylaws.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
5.1 Opinion re: Legality
23.1 Consent of Deloitte & Touche LLP
99.1 SierraWest Bancorp Board of Directors Deferred Compensation and Stock Award
Plan, as Amended, and
Agreements
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (1) (i) and (1) (ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
<PAGE>
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Truckee, California on October 24, 1996.
SIERRAWEST BANCORP
/s/ William T Fike
William T. Fike
President & CEO
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
/s/ William T, Fike , Director, Principal October 24, 1996
William T. Fike Executive Officer
/s/ Jerrold T. Henley , Chairman October 24, 1996
Jerrold T. Henley
, Director _________, 1996
David W. Clark
/s/ Ralph J. Coppola , Director October 24, 1996
Ralph J. Coppola
/s/ Richard S. Gaston , Director October 24, 1996
Richard S. Gaston
/s/ John J. Johnson , Director October 24, 1996
John J. Johnson
/s/ Ronald A. Johnson , Director October 24, 1996
Ronald A. Johnson
/s/ A. Morgan Jones , Director October 24, 1996
A. Morgan Jones
/s/ Jack V. Leonesio , Director October 24, 1996
Jack V. Leonesio
/s/ William W. McClintock , Director October 24, 1996
William W. McClintock
/s/ Thomas M. Watson , Director October 24, 1996
Thomas M. Watson
/s/ David C. Broadley , Principal Financial October 25, 1996
David C. Broadley Officer, Principal
Accounting Officer
<PAGE>
EXHIBIT 5.1
G A R Y S T E V E N F I N D L E Y & A S S O C I A T E S
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
1470 NORTH HUNDLEY STREET
ANAHEIM, CALIFORNIA 92806
GARY STEVEN FINDLEY* TELEPHONE
THOMAS Q. KWAN (714) 630-7135
LAURA DEAN-RICHARDSON TELECOPIER
(714) 630-7910
*A PROFESSIONAL CORPORATION (714) 630-2279
October 25, 1996
SierraWest Bancorp
10181 Truckee-Tahoe Airport Road
Truckee, CA 96161
RE: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the form of Registration Statement to be filed
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, for the offer and sale, pursuant
to the SierraWest Bancorp Board of Directors Deferred Compensation and Stock
Award Plan, as amended of 250,000 shares of your common stock, no par value
(the "Common Stock") issuable pursuant to such plan. We are familiar with the
actions taken or to be taken in connection with the authorization, issuance and
sale of the Common Stock.
It is our opinion that, subject to said proceedings being duly taken and
completed as now contemplated before the issuance of the Common Stock, said
Common Stock, will, upon the issuance and sale thereof in accordance with the
SierraWest Bancorp Board of Directors Deferred Compensation and Stock Award
Plan, as amended referred to in the Registration Statement, be legally and
validly issued and fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement.
Respectfully submitted,
GARY STEVEN FINDLEY & ASSOCIATES
By: /s/ Gary Findley
Gary Steven Findley
Attorney at Law
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
SierraWest Bancorp on Form S-8 of our report dated January 31, 1996, appearing
in the Annual Report on Form 10-K of Sierra Tahoe Bancorp for the year ended
December 31, 1995.
/s/ Deloitte & Touche
Sacramento, CA
October 25, 1996
<PAGE>
EXHIBIT 99.1
SIERRAWEST BANCORP BOARD OF DIRECTORS
DEFERRED COMPENSATION AND STOCK AWARD PLAN
AS AMENDED
ARTICLE I. Purpose
The purpose of the SierraWest Bancorp Deferred Compensation and Stock Award Plan
(the "Plan") is to enable members of the Board of Directors (the "Board") who
are not then employees of SierraWest Bancorp ("Bancorp") or any of its
subsidiaries ("Outside Directors") to defer receipt of compensation for the
services of Outside Directors to later years and to provide part of the compen-
sation for the services of Outside Directors in a promise to deliver shares of
Bancorp common stock ("Shares"). The Plan's feature of promised Shares attempts
to align the interests of the Outside Directors with those of Bancorp's
shareholders .
ARTICLE II. Maintenance of Records
Bancorp shall maintain two bookkeeping accounts for each Outside Director, a
Cash Account and a Promised Fee Shares Account, which shall be credited in
accordance with the terms of the Plan and the elections of each Outside Director
pursuant to the Plan.
ARTICLE III. Payment and Deferral of Fees
(a) Payment in Deferred Shares
One third of the director fees for regular board meetings (excluding
fees for meetings of committees of the Board) to be earned by each
Outside Director ("Fees"), shall be payable in the form of a promise
by Bancorp to deliver Shares ("Promised Fee Shares"), pursuant to
ARTICLE V hereof. The payment of such Promised Fee Shares shall be
deferred until the Outside Director ceases to be a member of the
Board.
(b) Eligibility and Election
Any Outside Director may elect to defer receipt of all or any portion
of the remainder of the Fees to be earned by such Outside Director by
indicating such election to the Secretary of Bancorp on an Election
Form supplied by the Secretary ("Deferral Election"). The Outside
Director's election must specify (i) the portion of such Fees to be
deferred, (ii) the "Deferral Period" (a minimum of one "Election
Term"), (iii) the choice of deferral in cash or Promised Fee Shares,
pursuant to ARTICLE V hereof, and (iv) the time(s) of payment or
delivery. Each Deferral Election is irrevocable with respect to the
Fees payable for the Deferral Period to which it applies.
<PAGE>
"Deferral Period" shall mean, with respect to a Deferral Election, the
period of Fee payments that are being deferred pursuant to such
Deferral Election.
"Election Term" shall mean the period beginning on the date an Outside
Director is elected to the Board and ending on the date of the next
succeeding Annual Meeting of Bancorp's shareholders.
(c) Credit for Amounts Deferred
(i) The Cash Account will be credited with the amount of Fees accrued
during a Deferral Period and deferred as cash (such credit to be
made when such Fees become payable), plus interest at an annual
rate equal to the Wall Street Journal Prime rate (West Coast
edition) as of the first business day of January less 1% per
annum for the first six months of the applicable calendar year or
portion thereof, and interest at an annual rate equal to the Wall
Street Journal Prime rate (West Coast edition) as of the first
business day of July less 1% per annum for the last six months
of the applicable calendar year or portion thereof, computed from
the date such Fees would have been paid had they not been defer-
red.
(ii) The Promised Fee Shares Account will be credited with the number
of Shares, including fractions, which could have been purchased
had the amount of the Fees accrued during a Deferral Period and
deferred as Promised Fee Shares been used to purchase Shares on
the date such Fees would have been paid had they not been defer-
red, at a price equal to Fair Market Value on such date.
(iii) "Fair Market Value" means, as of any date, the value of a share
of Bancorp common stock determined as follows:
(a) if such Bancorp common stock is then quoted on the Nasdaq
National Market, its closing price on the Nasdaq National Market
on the last trading day prior to the date of determination as
reported in The Wall Street Journal;
(b) if such Bancorp common stock is then publicly traded and is list-
ed on a national securities exchange, its closing price on the
last trading day prior to the date of determination on the prin-
cipal national securities exchange on which Bancorp common stock
is listed or admitted to trading as reported in The Wall Street
Journal;
(c) if such Bancorp common stock is publicly traded but is not quoted
on the Nasdaq National Market nor listed or admitted to trading
on a national securities exchange, the average of the closing bid
and asked prices on the last trading day prior to the date of
determination as reported in The Wall Street Journal; or
(d) if none of the foregoing is applicable, by the Board in good
faith.
<PAGE>
(iv) Promised Fee Shares do not have voting rights.
(d) Advance Notice of Election
Any Deferral Election with respect to Fees to be earned during an
Election Term shall be delivered to the Secretary of Bancorp:
(i) in the case of Fees deferred and to be recorded in the Cash
Account, on or before the date 30 days prior to the first date of
such Election Term or, with respect to a new Outside Director,
before the first date of such Election Term; or
(ii) in the case of Fees deferred and to be recorded in the Promised
Fee Shares Account, on or before the date six months prior to the
first date of such Election Term or, with respect to a new Outside
Director, before the first date of such Election Term.
Each Outside Director that does not provide notice to the Secretary of a
Deferral Election in accordance with the preceding sentence will be deemed
to have elected to defer receipt of all Fees (other than Fees automatical-
ly deferred) in the form of Promised Fee Shares. The Deferral Period for
such deemed election shall be the period beginning on the date an Outside
Director is elected to the Board and ending on the date on which such Out-
side Director ceases to be a member of the Board.
(e) Duration of Election
A Deferral Election may be made annually for the succeeding Election
Term or, at the Outside Director's direction, shall continue from
Election Term to Election Term unless a written request to modify or
terminate that election for subsequent Election Terms is submitted to
the Secretary of Bancorp on or before the date six months prior to the
first date of the first such subsequent Election Term, provided that
such six-month period may be reduced to 30 days if neither the Defer-
ral Election being modified or terminated nor the modified Deferral
Election provides for a deferral of Fees as Promised Fee Shares during
such first Election Term.
(f) Financial Hardship
In the event that an Outside Director incurs a severe financial hard-
ship, as determined by the Board (or an authorized Committee of the
Board), excluding the Outside Director claiming the severe financial
hardship, the Board (or an authorized Committee of the Board) in its
sole discretion shall to the extent reasonably necessary to eliminate
such severe financial hardship (i) revise the Outside Director's de-
ferral schedule with respect to his or her Cash Account or Promised
Fee Shares Account and (ii) authorize the distribution to such Outside
Director all or a portion of the balances of his or her Cash Account
and/or Promised Fee Shares Account. Such severe financial hardship
must be caused by an accident, illness, or event beyond the control of
the Outside Director.
<PAGE>
ARTICLE IV. Dividends, Distributions and Adjustments
Whenever a cash dividend or any other distribution is paid with respect to
Shares, the Promised Fee Shares Account of each Outside Director shall be cred-
ited with an additional number of Promised Fee Shares, equal to the number of
Shares, including fractional Shares, that could have been purchased had such
dividend or other distribution been paid on each Promised Fee Share in the
Promised Fee Shares Account (on the record date for such dividend or distrib-
ution) and the amount of such dividend or value of such other distribution had
been used to acquire additional Shares at the Fair Market Value on the date such
dividend or other distribution is paid. The value of any such other distribution
on or related to Shares shall, at the option of the Board (or an authorized
Committee of the Board), be either determined by the Board or independently
established.
The number of Promised Fee Shares shall be fully adjusted upon the occurrence of
any stock split, stock dividend, recapitalization, merger or similar event, and
shall be appropriately adjusted for the value (determined in the manner above
with respect to distributions) of any right, privilege or opportunity provided
or offered by Bancorp to it shareholders.
ARTICLE V. Delivery
Delivery of amounts from the Cash Account and Shares from the Promised Fee
Shares Account will be made to an Outside Director in accordance with his or her
applicable Deferral Elections or, if no election applies, promptly after the
date on which the Outside Director ceases to be a member of the Board.
In the event of an Outside Director's death, such Outside Director's estate or
beneficiary, as appropriate, shall be paid the amount credited to his or her
Cash Account and an amount equal to the Fair Market Value on the date of death
of the Promised Fee Shares credited to his or her Promised Fee Shares Account.
Upon becoming entitled to receive Shares, an Outside Director may elect to rec-
eive in lieu thereof a cash payment. In the case of Shares to be delivered pur-
suant to a Deferral Election, the cash payment shall be equal to the Fair Market
Value of the Shares on the delivery date specified in the Deferral Election. In
the case of Shares to be delivered promptly after the date on which an Outside
Director ceases to be a member of the Board, the cash payment shall be equal to
the Fair Market Value of the Shares on the first trading day after such date.
In any case when fractional Shares are to be delivered, a cash payment will be
so made in lieu of delivering a fractional share.
ARTICLE VI. Source of Shares
One hundred fifty thousand Shares as of May 1, 1996, plus an additional 10,000
Shares as of May 1, 1997, and as of each May 1 thereafter, shall be reserved and
authorized for delivery under the Plan from time to time. These Shares may be
provided from newly-issued or repurchased Shares. If any change is made in the
number of Shares outstanding or in the rights of such outstanding Shares (such
as by stock split, stock dividend, combination or reclassification, recapital-
<PAGE>
ization, merger or similar event), the Board (or an authorized Committee of the
Board) may make such adjustments in the number of or rights relating to Shares
authorized to be delivered pursuant to the Plan as the Board (or such Committee)
determines is equitable to preserve the respective rights of the participants in
the Plan. Shares forfeited under the Plan or settled in cash in lieu of delivery
shall not reduce the number of Shares authorized under the Plan and shall not be
deemed to have been delivered under the Plan; provided, that the number of
Shares settled in cash in lieu of delivery shall not exceed the cumulative num-
ber of Shares authorized for delivery under the Plan (without deduction for
Shares delivered).
ARTICLE VII. Alienability
No amount due or payable under the Plan or any interest in the Plan, shall be
subject in any manner to alienation, sale, transfer, assignment, pledge, attach-
ment, garnishment, lien, levy or like encumbrance. No such amount shall in any
manner be liable for or subject to the debts or liability of any Outside
Director. Prior to delivery of Shares by Bancorp pursuant to Article V, no Out-
side Director shall have any right to transfer or assign any Shares, or any
right to receive any Share, credited to him or her under the Plan. Any purported
assignment shall be null and void.
ARTICLE VIII. Outside Director's Rights Unsecured
The right of an Outside Director to receive any cash payment or Shares hereunder
shall rank as an unsecured claim against Bancorp. Assets that may be set aside
for Bancorp's convenience with respect to the Plan shall not in any way be held
in trust for, or be subject to any prior claim by, an Outside Director or
beneficiary. All amounts deferred under the Plan, all property and rights pur-
chased with such amounts, and all income attributable to such amounts, property
or rights, shall remain, until transferred to the Outside Director or the Out-
side Director's estate or beneficiary, solely the property and rights of
Bancorp, without being restricted to the payment of amounts deferred under the
Plan, subject only to the claims of the general creditors of Bancorp.
ARTICLE IX. Effective Date
The Plan was approved by the Bancorp's board of directors on April 25, 1996.
The Plan shall be approved by the shareholders of Bancorp in conformance with
the requirements for shareholder approval in Rule 16b-3 ("Rule 16b-3") promul-
gated under Section 16(b) of the Securities Exchange Act of 1934. No directors'
fees shall be deferred until such time as the Plan is approved by Bancorp's
shareholders. The effective date of the Plan shall be the date the Plan is
approved by the Bancorp's shareholders.
ARTICLE X. Amendment and Termination
The Board or any authorized Committee of the Board may at any time terminate,
and may at any time and from time to time and in any respect amend, the Plan
for any reason; provided that the Plan may not be amended more than once every
six months, other than to comport with changes in the Internal Revenue Code of
1986, as amended, the Employee Retirement Income Security Act of 1974, or the
rules thereunder. Any Plan amendment requiring shareholder approval under Rule
16b-3 shall be approved by shareholders of Bancorp. If this Plan is amended or
terminated, each Outside Director shall continue to be entitled to receive the
compensation deferred under the Plan to which he was entitled prior to the date
of such amendment or termination.
<PAGE>
DEFERRED FEE AGREEMENT
ELECTION FORM AND
BENEFICIARY DESIGNATION FORM
THIS AGREEMENT is made this _____ day of __________, 1996 by and between Sierra
Tahoe Bancorp (the "Bancorp"), and _________ (the "Director").
INTRODUCTION
The Board of Directors of Bancorp adopted the Sierra Tahoe Bancorp Board of
Directors Deferred Compensation and Stock Award Plan ("Plan") to enable outside
directors of the Bancorp to defer receipt of compensation for their services to
later years and to provide part or all of their compensation in a promise to
deliver shares of Bancorp common stock ("Shares") at a future date. The Plan's
feature of promised Shares increases the Bancorp's outside directors' interest
in Bancorp and attempts to align the interests of the outside directors with
those of the shareholders of the Bancorp.
AGREEMENT
The Director and the Bancorp agree as follows:
ARTICLE 1
Definitions
Capitalized terms used in this Agreement have the meanings defined either as set
forth below or in the Plan:
1.1 "Cash Account" means a bookkeeping account established for the Director for
credits of deferrals of cash as elected by the Director in accordance with the
terms of the Plan and this Agreement.
1.2 "Code" means the Internal Revenue Code of 1986, as amended. References to
a Code section shall be deemed to be to that section as it now exists and to any
successor provision.
1.3 "Distribution Date" means the date at the time of Termination of Service or
date of distribution specified in the supplemental election form for optional
deferrals.
1.4 "Election Form" means the Form attached as Exhibit I.
1.5 "Fees" means the total director fees payable to the Director for services
provided at Bancorp's regular meetings of the Board of Directors (excluding fees
for meetings of committees of the Board of Directors).
<PAGE>
1.6 "Promised Shares Fee Account" means a bookkeeping account established for
the Director for credits of deferrals in promised fee Shares as required and/or
elected by the Director in accordance with the terms of the Plan and this Agree-
ment.
1.7 "Termination of Service" means the Director's ceasing to be a member of the
Bancorp's Board of Directors for any reason whatsoever.
1.8 "Shares" means shares of common stock of Sierra Tahoe Bancorp.
ARTICLE 2
Mandatory Deferral and Optional Deferral
2.1 Mandatory Deferral of 1/3 of Fees. The Director acknowledges that the Plan
provides for the mandatory deferral of 1/3 of the Fees to the Promised Fee
Shares Account.
2.2 Initial Election. The Director may make an initial irrevocable defer-
ral election under this Agreement by filing with the Bancorp a properly complet-
ed Election Form. If no initial deferral is made all of the Fees will be defer-
red to the Promised Fee Shares Account. The Director may irrevocably elect to
defer the remaining amount of Fees not deferred mandatorily to the Cash Account.
The Election Form may be used to irrevocably elect deferral of the remaining
amount of Fees which the Director is entitled to the Cash Account or the
Promised Fee Shares Account. The Election Form when properly completed and
filed with Bancorp shall only be effective to defer Fees earned (i) after the
date the Election Form is received by the Bancorp and (ii) with respect to
elections for deferral to the Promised Fee Shares Account if such election is
made at least six months prior to the beginning of the Director's next election
term for continuing directors or just prior to the election term for new direct-
ors and with respect to elections to the Cash Account only if such election is
made at least 30 days prior to the start of the election term for existing
directors or prior to the first date of the election term for new directors.
2.3 Election Changes. The Director may irrevocably change the deferral
elections for an election term after the initial term by filing an Election Form
that is properly completed with the Bancorp. If no new Election Form is filed
for the Director for any election term after the initial election term, then the
Election Form as most recently filed by the Director with the Bancorp shall be
controlling. The new Election Form shall not be effective for the next election
term unless (i) the new Election Form is properly completed and filed with the
Bancorp prior to the beginning of the next election term and (ii) with respect
to an election change to increase or decrease deferrals to the Promised Fee
Shares Account such new Election Form is filed with Bancorp at least six months
prior to the beginning of the Director's next election term or with respect to
an election change to increase or decrease deferrals to the Cash Account (that
does not involve an increase or decrease of deferrals to the Promised Fee Shares
Account) such new Election Form is filed with the Bancorp at least 30 days prior
to the beginning of the Director's next election term.
2.4 Hardship. In the event the Director incurs a severe financial hardship as
defined in the Plan, the Director's deferral schedule with respect to his Cash
Account or Promised Fee Share Account may be revised as provided for in the
Plan.
<PAGE>
ARTICLE 3
Deferral Account
3.1 Establishing and Crediting. The Bancorp shall establish deferral accounts
on its books for the Director, and shall credit to the deferral accounts the
following amounts:
3.2 Deferrals to the Promised Fee Shares Account. The Promised Fee Shares Acc-
ount will be credited with the number of Shares, including fractions, which
could have been purchased had the amount of the Fees deferred mandatorily and at
the election of the Director to the Promised Fee Shares Account accrued during a
Deferral Period been used to purchase Shares on the date such Fees would have
been paid had they not been deferred, at a price per share equal to the Fair
Market Value on such date. Dividends and distributions on Shares shall be
credited to the Promised Fee Shares Account as set forth in the Plan.
Adjustments for a stock split, stock dividend, recapitalization, merger or sim-
ilar event shall be made as provided for in the Plan.
3.3 Deferrals to the Cash Account. The Fees deferred at the election of the
Director to the Cash Account as of the time such Fees would have otherwise been
paid to the Director shall be credited to the Director's Cash Account. Interest
shall accrue on the Cash Account balance as provided for in the Plan and in this
Agreement.
3.4 Statement of Accounts. The Bancorp shall provide to the Director, within
one hundred twenty (120) days after each anniversary of this Agreement, a state-
ment setting forth the deferral account balances.
3.5 Accounting Device Only. The deferral accounts are solely a device for
measuring amounts to be paid under this Agreement. The deferral accounts are
not a trust fund of any kind. The Director is a general unsecured creditor of
the Bancorp for the payment of benefits. The benefits represent the mere Ban-
corp promise to pay such benefits. The Director's rights to such benefits are
not subject in any manner to anticipation, alienation, sale, transfer, assign-
ment, pledge, encumbrance, attachment, or garnishment by the Director's credit-
ors.
ARTICLE 4
Payment of Deferred Amounts
4.1 Payment. Within 10 business days after the Distribution Date, the Bancorp
shall pay to the Director (i) the amount in cash equal to the Cash Account bal-
ance including interest to the Distribution Date and (ii) deliver the number of
Shares equal to the whole number of Shares in the Promised Fee Shares Account
and cash in the amount equal to the fraction share in the Promised Fee Shares
Account times the Fair Market Value as of the Distribution Date or in lieu of
such Shares and cash, cash in an amount equal to the number of Shares in the
Promised Fee Shares Account times the Fair Market Value at the Distribution Date
at the election of the Director.
4.2 Hardship Distribution. Upon the determination of the Bancorp's Board of
Director (following petition by the Director) that the Director has suffered a
severe financial hardship as described in Section 2.4, the Bancorp shall dist-
ribute to the Director all or portion of the balances of the deferral accounts
as determined by the Bancorp, but in no event shall the distribution be greater
than is necessary to relieve the severe financial hardship.
ARTICLE 5
Beneficiaries
5.1 Beneficiary Designations. The Director shall designate a beneficiary and
contingent beneficiary by filing a written designation with the Bancorp attached
as Exhibit II. The Director may revoke and modify the designation at any time
by filing a new designation. However, designations will only be effective if
signed by the Director and accepted by the Bancorp during the Director's life-
time. The Director's beneficiary designation shall be deemed automatically
revoked if the beneficiary predeceases the Director, or if the Director names a
spouse as beneficiary and the marriage is subsequently dissolved. If the
Director dies without a valid beneficiary designation, all payments shall be
made to the Director's surviving spouse, if any, and if none, to the Director's
estate.
5.2 Facility of Payment. If a benefit is payable to a minor, to a person de-
clared incompetent, or to a person incapable of handling the disposition of his
or her property, the Bancorp may pay such benefit to the guardian, legal repre-
sentative or person having the care or custody of such minor, incompetent person
or incapable person. The Bancorp may require proof of incompetency, minority or
guardianship as it may deem appropriate prior to distribution of the benefit.
Such distribution shall completely discharge the Bancorp from all liability with
respect to such benefit.
ARTICLE 6
Amendments and Termination
The Bancorp's board of directors may amend or terminate this Agreement at any
time if, pursuant to legislative, judicial or regulatory action, continuation of
the Agreement would (i) cause benefits to be taxable to the Director prior to
actual receipt, or (ii) result in significant financial penalties or other sig-
nificantly detrimental ramifications to the Bancorp (other than the financial
impact of paying the benefits). In no event shall this Agreement be terminated
without payment and delivery to the Director of the balances of the deferral ac-
counts attributable to the Director's deferrals and interest credited on such
amounts. In the event the Plan is terminated (i) no further deferrals pursuant
to Article 3 of this Agreement shall be made, (ii) Shares in the Promised Fee
Shares Account shall continue to be credited for dividends, distributions and
adjustments and amounts in the Cash Account shall continue to be credited with
interest as if the Plan were still in effect with respect to such, and (iii)
delivery of amounts from the Cash Account and Shares from the Promised Fee
Shares Account will be made as if the Plan were still in effect with respect to
such.
ARTICLE 7
Miscellaneous
7.1 Binding Effect. This Agreement shall bind the Director and the Bancorp,
and their beneficiaries, survivors, executors, administrators and transferees.
7.2 No Guaranty of Directorship. This Agreement is not a contract for
services. It does not give the Director the right to remain a director of the
Bancorp, nor does it interfere with the shareholders' rights to replace the Dir-
ector. It also does not require the Director to remain a director nor interfere
with the Director's right to terminate services at any time.
7.3 Non-Transferability. Benefits under this Agreement cannot be sold, trans-
ferred, assigned, pledged, attached or encumbered in any manner.
<PAGE>
7.4 Tax Withholding. The Bancorp shall withhold any taxes that are required to
be withheld from the benefits provided under this Agreement.
7.5 Applicable Law. The Agreement and all rights hereunder shall be governed
by the laws of California, except to the extent preempted by the laws of the
United States of America.
7.6 Unfunded Arrangement. The Director and beneficiary are general unsecured
creditors of the Bancorp for the payment of benefits under this Agreement. The
benefits represent the mere promise by the Bancorp to pay such benefits. The
rights to benefits are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors of the Director.
IN WITNESS WHEREOF, the Director and a duly authorized Bancorp officer have
signed this Agreement.
DIRECTOR SIERRA TAHOE BANCORP
___________________________ By:______________________________
Title:___________________________
<PAGE>
Consent of the Director's Spouse
to the Deferred Fee Agreement
I, _____________, being the spouse of _________, after being afforded the
opportunity to consult with independent counsel of my choosing, do hereby ac-
knowledge that I have read, agree and consent to the foregoing Deferred Fee
Agreement (including the elections made on Exhibit I to such Deferred Fee Agree-
ment) entered into by my spouse on ______________, 1996. I understand that I
have been advised to consult with an attorney of my choice prior to executing
this consent, so that such attorney can explain the effects of this consent.
Dated:_____________, 1996 ___________________________, Spouse
<PAGE>
EXHIBIT I
DEFERRAL ELECTION FORM
I elect to defer fees under my Deferred Fee Agreement with the Bancorp as
follows:
Deferral Options (choose only one)
___ I elect to take the remaining 2/3 of my Fees in cash currently.
___ I elect to defer the remaining 2/3 of my Fees to the Promised Shares
Account.(1)
___ I elect to defer ___% of the remaining 2/3 of my Fees to the Cash Ac-
count and to take any remaining portion in cash currently.
___ I elect to defer __% of the remaining 2/3 of my Fees to the Promised
Shares Account, ___% of the remaining 2/3 of my Fees to the Cash Account
and to take any remaining portion in cash currently.
I understand that I may change my deferrals by filing a new election form with
the Bancorp; provided, however, (i) that any subsequent election will not be ef-
fective until the next election term following the date on which the new elect-
ion form is received by the Bancorp, (ii) that any election to increase or de-
crease deferrals to the Promised Fee Shares Account will not be effective for
the next election term unless made six months prior to the next election term or
prior to the start of the election term for new directors, and (iii) that any
election to increase or decrease deferrals to the Cash Account (that does not
involve an increase or decrease of deferrals to the Promised Fee Shares Account)
will not be effective for the next election term unless made 30 days prior to
the next election term or prior to the start of the election term for new
directors.
DIRECTOR
Date:__________________ By:_________________________________
Title:______________________________
(1) If this is your initial election do not file an election form to defer the
remaining 2/3 of your fees, as the remaining 2/3 of your fees will be deferred
in the Promised Fee Shares Account when no election is made.
<PAGE>
EXHIBIT IA
SUPPLEMENTAL DEFERRAL ELECTION FORM
This form needs to be completed only if the undersigned on the Election Form
elected deferrals of any part of the remaining 2/3 of Fees ("optional
deferrals").
Deferral Period of Optional Deferrals (choose only one)
___ I elect to defer Fees under my Deferred Fee Agreement with respect to
optional deferrals until ________ (which date is at least one year from the
time of this supplemental election form is executed).
___ I elect to defer Fees under my Deferred Fee Agreement with respect to opt-
ional deferrals until the time of Termination of Service.
I understand that this election is irrevocable, and that if no election as to
the period of deferral is made as to optional deferrals that the optional defer-
rals will be deferred until Termination of Service.
DIRECTOR
Date:____________________________ By:_______________________________
Title:____________________________
<PAGE>
EXHIBIT II
BENEFICIARY DESIGNATION FORM
I designate the following as beneficiary of benefits under the Deferred Fee
Agreement payable following my death:
Primary:_______________________________________________________________________
Address and Relationship:______________________________________________________
_______________________________________________________________________________
Contingent:____________________________________________________________________
Address and Relationship:______________________________________________________
_______________________________________________________________________________
NOTE: To name a trust as beneficiary, please provide the name of the trustee
and the exact date of the trust agreement.
In the event the primary beneficiary is not the spouse of the Executive, the
spouse of the Executive will need to sign the attached Spousal Consent and such
signature must be notarized.
THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION IS HEREBY RESERVED.
ANY PRIOR DESIGNATION OF PRIMARY BENEFICIARIES AND SECONDARY BENEFICIARIES IS
HEREBY REVOKED.
I understand that I may change these beneficiary designations by filing a new
written designation with the Bancorp. I further understand that the above des-
ignation will be automatically revoked if the beneficiary predeceases me, or, if
I have named my spouse as beneficiary, in the event of the dissolution of our
marriage.
DIRECTOR
Date:__________________________ By:______________________________
Title:___________________________
Accepted by the Bancorp this _____ day of __________, 1996.
By:_____________________________
Title:__________________________
<PAGE>
Consent of the Director's Spouse
to the Above Beneficiary Designation
I, _____________, being the spouse of _________, after being afforded the op-
portunity to consult with independent counsel of my choosing, do hereby acknowl-
edge that I have read, agree and consent to the foregoing Beneficiary Designa-
tion which relates to the Deferred Fee Agreement entered into by my spouse on
______________, 1996. I understand that the above Beneficiary Designation ad-
versely affects my community property interest in the benefits provided for
under the terms of the Deferred Fee Agreement. I understand that I have been
advised to consult with an attorney of my choice prior to executing this con-
sent, so that such attorney can explain the effects of this consent.
Dated:_____________, 1996 ________________________________, Spouse
<PAGE>
CERTIFICATE OF ACKNOWLEDGMENT
OF NOTARY PUBLIC
State of California )
) ss.
County of ________ )
On ________________, 1996, before me, ______________, Notary Public, State of
California, personally appeared ______________
[ ] personally know to me - OR
[ ] proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authoriz-
ed capacity(ies), and that by his/her/their signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
_________________________________________
Notary Public
State of California
(Seal)
Capacity Claimed by Signer:
[ ] Individual(s) Signing for Oneself/Themselves
[ ] Corporate Officer(s)_________________________ __________________________
Title Company
_________________________ __________________________
Title Company
[ ] Partner(s) _____________________________________________________________
Partnership
[ ] Trustees(s) ____________________________________________________________
Trust
[ ] Attorney-in-Fact____________________________ __________________________
Principal Principal
[ ] Other __________________________________ ____________________________
Entity(ies) Represented
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Title or Type of Document:_____________________________________________________
Date of Document:__________________ Number of Pages:___________________________
Signer(s) Other Than Named Above:______________________________________________
