SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------------------
For the Quarter ended June 30, 1996, Commission File No. 0-15450
SIERRAWEST BANCORP
(Exact Name of Registrant as Specified in its Charter)
California 68-0091859
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Reorganization)
10181 Truckee-Tahoe Airport Rd., P.O. Box 61000, 96160-9010
Truckee, California
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (916) 582-3000
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of July 31, 1996: Common Stock - Authorized 10,000,000 shares of no par;
issued and outstanding - 2,689,594
-1-
<PAGE>
10-Q Filing
June 30, 1996
Part I. Financial Information
Item 1. Financial Statements
Following are condensed consolidated financial statements for SierraWest Bancorp
("Bancorp", or together with its subsidiaries, the "Company") for the reportable
period ending June 30, 1996. These condensed consolidated financial statements
are unaudited, however, in the opinion of management, all adjustments have been
made for a fair presentation of the financial condition and earnings of the
Company in conformity with generally accepted accounting principles. The
accompanying notes are an integral part of these condensed consolidated
financial statements.
-2-
<PAGE>
SIERRAWEST BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(Unaudited)
June 30, 1996 and December 31, 1995
(Amounts in thousands of dollars)
<TABLE>
ASSETS 06/30/96 12/31/95
<S> <C> <C>
Cash and due from banks $ 21,209 $ 18,689
Federal funds sold 10,600 20,500
Investment securities and
investments in mutual funds 26,827 29,734
Loans held for sale 32,090 16,529
Loans and leases, net of
allowance for possible loan
and lease losses of $4,614
in 1996 and $3,845 in 1995
(Note 2) 248,364 219,595
Other assets 34,162 32,471
------------- ------------
TOTAL ASSETS $ 373,252 $ 337,518
============= ============
LIABILITIES
Deposits $ 328,392 $ 293,154
Convertible debentures 9,215 10,000
Other liabilities 4,708 4,531
------------- ------------
TOTAL LIABILITIES 342,315 307,685
------------- ------------
SHAREHOLDERS' EQUITY
Common stock 11,495 10,709
Retained earnings 19,687 19,131
Unrealized loss on
investment securities
available for sale (245) (7)
------------- ------------
TOTAL SHAREHOLDERS' EQUITY 30,937 29,833
------------- ------------
TOTAL LIABILITIES &
SHAREHOLDERS' EQUITY $ 373,252 $ 337,518
============= ============
</TABLE>
The accompanying notes are an integral part of these Condensed Consolidated
Statements of Condition.
-3-
<PAGE>
SIERRAWEST BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Three and Six Months Ended
June 30, 1996 and 1995 (Amounts in
thousands except per share
amounts)
<TABLE>
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
06/30/96 06/30/95 06/30/96 06/30/95
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans and leases $ 7,201 $ 5,647 $ 13,983 $ 10,730
Interest on federal funds sold 162 98 416 173
Interest on investment securities and deposits 440 389 831 832
---------- --------- ---------- -----------
Total Interest Income 7,803 6,134 15,230 11,735
---------- --------- ---------- -----------
Less Interest Expense:
Interest on deposits 2,722 1,717 5,288 3,113
Interest on convertible debentures 191 212 397 425
Other interest expense (24) 1 (47) 17
---------- --------- ---------- -----------
Total Interest Expense 2,889 1,930 5,638 3,555
---------- --------- ---------- -----------
Net Interest Income 4,914 4,204 9,592 8,180
Provision for Possible Loan and Lease Losses 150 320 660 590
---------- --------- ---------- -----------
Net Interest Income After Provision for
Possible Loan and Lease Losses 4,764 3,884 8,932 7,590
Other Operating Income 1,755 1,924 3,421 4,081
Other Operating Expenses 5,920 5,105 10,830 10,139
---------- --------- ---------- -----------
Income Before Provision for Income Taxes 599 703 1,523 1,532
Provision for Income Taxes 211 267 567 568
---------- --------- ---------- -----------
NET INCOME $ 388 $ 436 $ 956 $ 964
========== ========= ========== ===========
EARNINGS PER SHARE
Primary $ 0.14 $ 0.16 $ 0.35 $ 0.36
Weighted Average Shares Outstanding 2,799 2,684 2,753 2,686
Fully diluted 0.13 0.15 0.32 0.33
Weighted Average Shares Outstanding 3,742 3,696 3,731 3,693
Cash Dividends Paid Per Share of Common Stock $ 0.15 $ 0 $ 0.15 $ 0.12
</TABLE>
The accompanying notes are an integral part of these Condensed Consolidated
Statements of Income.
-4-
<PAGE>
SIERRAWEST BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended June 30, 1996 and 1995
(Amounts in thousands of dollars)
<TABLE>
Six Six
Months Months
Ended Ended
06/30/96 06/30/95
<S> <C> <C>
Cash Flow From Operating Activities:
Interest and fees received $ 14,834 $ 11,297
Service charges and commissions received 827 861
Servicing income received 2,850 3,237
Interest paid (5,589) (3,527)
Cash paid to suppliers and employees (9,542) (9,116)
Income taxes paid (975) (935)
Mortgage loans originated for sale 0 (16,290)
Government guaranteed loans originated for sale (5,437) (16,892)
SBA loans sold 134 5,051
Mortgage loans sold 0 13,827
Other items 446 194
------------ -----------
Net Cash Used In Operating Activities $ (2,452) $ (12,293)
------------ -----------
Cash Flow From Investing Activities:
Proceeds from:
Sales of mutual funds - available for sale 0 225
Maturities of investment securities -
held to maturity 1,015 569
Maturities of investment securities -
available for sale 9,303 0
Sales of investment securities -
available for sale 7,242 8,484
Sales of investment securities-held to maturity 0 999
Purchase of investment securities -
available for sale (15,071) (3,955)
Loans and leases made net of principal collections (39,449) (13,930)
Capital expenditures (3,199) (785)
Decrease (increase) in other assets 332 (28)
------------ -----------
Net Cash Used In Investing Activities $ (39,827) $ (8,421)
------------ -----------
Cash Flow From Financing Activities:
Net increase (decrease) in demand, interest bearing
and savings accounts 9,095 (14,312)
Net increase in time deposits 26,143 37,328
Dividend paid (400) (314)
Proceeds from issuance of common stock 61 10
Repurchase of common stock 0 (445)
------------ -----------
Net Cash Provided by Financing Activities 34,899 22,267
------------ -----------
Net (Decrease) Increase in Cash and Cash Equivalents (7,380) 1,553
Cash and Cash Equivalents at Start of Year 39,189 26,049
------------ -----------
Cash and Cash Equivalents at June 30 $ 31,809 $ 27,602
============ ===========
</TABLE>
The accompanying notes are an integral part of these Condensed Consolidated
Statements of Cash Flows.
-5-
<PAGE>
SIERRAWEST BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For The Six Months Ended June 30, 1996 and 1995 (Continued)
(Amounts in thousands of dollars)
RECONCILIATION OF NET INCOME TO NET
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
<TABLE>
Six Six
Months Months
Ended Ended
06/30/96 06/30/95
<S> <C> <C>
Net Income: $ 956 $ 964
Adjustment to Reconcile Net Income to Net Cash Provided:
Depreciation and amortization 569 519
Provision for possible loan and lease losses 660 590
Provision for income taxes 567 568
Amortization of excess servicing on SBA loans 653 669
Amortization of purchased mortgage servicing rights 86 86
Increase in interest payable 49 28
Increase in accrued expenses 684 78
Amortization of premiums/discounts on loans (238) (225)
Decrease in taxes payable (975) (935)
Increase in loans originated for sale (5,303) (14,304)
Decrease (increase) in prepaid expenses 25 (107)
Other items (185) (224)
---------- ------------
Total Adjustments (3,408) (13,257)
---------- ------------
Net Cash Used In Operating Activities $ (2,452) $ (12,293)
========== ============
</TABLE>
- --------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES
In 1996, $15.7 million of unguaranteed SBA loans were transferred to held for
sale status. Also in 1996, $785 thousand of convertible debentures were
converted to common stock, net of a $60 thousand discount.
For the six months ended June 30, 1995, $373,000 of loans were transferred to
other real estate owned. In the 1995 period, $572,000 of assets formerly
classified as in-substance foreclosures were reclassified as loans.
The accompanying notes are an integral part of these Condensed Consolidated
Statements of Cash Flows.
-6-
<PAGE>
SierraWest Bancorp
Notes to Condensed Consolidated Financial Statements
June 30, 1996 and December 31, 1995
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in a condensed format and, therefore, do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. However, in the opinion
of management, all adjustments, consisting only of normal recurring
adjustments, considered necessary for a fair presentation have been
reflected in the financial statements. The results of operations for
the six months ended June 30, 1996, are not necessarily indicative of
the results to be expected for the full year. Certain reclassifications
have been made to prior period amounts to present them on a basis
consistent with classifications for the six months ended June 30, 1996.
2. LOANS AND LEASES
As of June 30, 1996, and December 31, 1995, the Bank's loan and lease
portfolio consisted of the following (in thousands):
<TABLE>
June 30 December 31,
1996 1995
<S> <C> <C>
Commercial .......................... $ 178,456 $ 155,176
Real Estate - Mortgage............... 26,372 26,665
Real Estate - Construction........... 35,082 31,718
Individual and Other................. 6,814 6,530
Lease Receivables.................... 7,341 4,164
----------- -------------
Total gross loans and leases......... 254,065 224,253
Unearned income on leases ........... (1,096) (808)
Net deferred loan costs/(fees)....... 9 (5)
Allowance for possible loan and lease
losses ............................ (4,614) (3,845)
----------- --------------
Total net loans and leases........... $ 248,364 $ 219,595
=========== ==============
Loans held for sale................... $ 32,090 $ 16,529
=========== ==============
</TABLE>
Of total gross loans and leases at June 30, 1996, $5.6 million were
considered to be impaired. The allowance for possible loan and lease
losses included $383 thousand related to these loans. The average
recorded investment in impaired loans during the six months ended June
30, 1996 was $5.7 million.
-7-
<PAGE>
SierraWest Bancorp
Notes to Condensed Consolidated Financial Statements
June 30, 1996 and December 31, 1995
3. COMMITMENTS & CONTINGENT LIABILITIES
In the normal course of business, there are outstanding various
commitments and contingent liabilities, such as commitments to extend
credit and letters of credit, which are not reflected in the financial
statements. Management does not anticipate any material loss as a
result of these transactions.
4. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
During the first quarter of 1996, the Company entered into an interest
rate swap agreement with a major bank (the "Bank") to reduce its
exposure to fluctuations in interest rates. The notional principal
amount is $20 million, and the term is three years. Under the
agreement, the Bank pays a fixed rate of 8.17% and receives from the
Company the prime rate. Net interest income or expense resulting from
the differential between the fixed and prime rates is recorded on a
current basis and any resultant accrual is settled quarterly. The net
interest expense recognized in the first six months of 1996 was $5,244.
5. SUBSEQUENT EVENT
Effective July 25, 1996, Sierra Tahoe Bancorp changed its name to
SierraWest Bancorp.
-8-
<PAGE>
SIERRAWEST BANCORP AND SUBSIDIARIES
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
FINANCIAL CONDITION
Total assets increased by $35.8 million from $337.5 million at December 31,
1995, to $373.3 million at June 30, 1996. This increase included increases of
$44.4 million in loans and loans held for sale, net of the allowance for
possible loan and lease losses, $2.5 million in cash and due from banks, and
$1.7 million in other assets. These increases were offset by decreases of $9.9
million in federal funds sold and $2.9 million in investment securities and
investments in mutual funds. Mutual funds, federal funds sold and unpledged
investment securities classified as available for sale (which consist primarily
of U. S. Treasury securities with a remaining maturity of less than two years
and collateralized mortgage obligations) are all sources of short-term liquidity
and can be used somewhat interchangeably to provide liquidity. Of the Company's
total investment securities, $6.0 million were pledged at June 30, 1996.
In 1995, the Company opened three new branches in California and one in Nevada.
Early in 1996, the Company closed one of its two branches located in South Lake
Tahoe, California and transferred the deposits to its other branch located
approximately one mile away.
The increase in loans and loans held for sale primarily consists of a $25.8
million increase in non-SBA commercial loans, $13.0 million increase in SBA
loans, a $2.9 million increase in net leases and a $3.4 million increase in
construction loans. Of the $25.8 million increase in commercial loans, $7.8
million was generated out of the Company's new branch located in Sacramento,
California. Loans held for sale increased $15.6 million, primarily as a result
of a change in SBA regulations. In 1996, the SBA ruled that loans originated
through the Preferred Lender Program could be sold down to 10% of the principal
balance. At December 31, 1995, loans held for sale reflected the previous
regulation allowing sale down to 20%. Pending approval from the SBA, the
Company intends to securitize these loans and sell the resulting securities to
investors.
Deposits increased by $35.2 million from $293.2 million at December 31, 1995 to
$328.4 million at June 30, 1996. This primarily consists of increases of $26.1
million and $6.8 million in time deposits and interest-bearing transaction
accounts, respectively. The increase in time deposits includes a $4.3 million
increase in out-of-area certificates of deposit. The Company's new branches
opened during 1995 generated a net increase in deposits of $25.2 million during
the first half of 1996.
The unrealized loss on investment securities available for sale, net of the
related tax effect, increased $238 thousand from $7 thousand at December 31,
1995 to $245 thousand at June 30, 1996. Of this ending balance, $116 thousand
represents unrealized losses on mutual funds. Gross unrealized losses on
securities classified as available for sale represent 1.6% of the amortized cost
of the Company's available for sale securities at June 30, 1996.
The Company has completed construction of a new regional facility in Reno,
Nevada. Total costs incurred for the land and building through June 30, 1996
were $3.8 million. The final total cost of this facility is not expected to
exceed $4.1 million. Also under construction is a branch facility in Carson
City, Nevada to replace the leased branch currently in use. Total cost of the
land and building for the Carson City facility is estimated at $1.2 million with
completion expected in December, 1996. As of June 30, 1996 the Company has
incurred total costs of $583 thousand on this facility.
Bancorp paid dividends of fifteen cents per share in April 1996.
In the first quarter of 1996, the names of both of the Bancorp's banking
subsidiaries were changed to SierraWest Bank.
Also in the first six months of 1996, $785 thousand of the Company's 8 1/2%
convertible debentures were converted into 78,500 shares of common stock.
-9-
<PAGE>
RESULTS OF OPERATIONS (Six Months Ended June 30, 1996 and 1995)
Net income for the six months ended June 30, 1996 decreased by 0.8% from $964
thousand for the six months ended June 30, 1995 to $956 thousand during the
current six month period. Net interest income increased by $1,412 thousand and
the provision for income taxes was reduced by $1 thousand. The positive effect
of these items on net income was offset by a $70 thousand increase in the
provision for possible loan and lease losses, a reduction of $660 thousand in
other operating income and a $691 thousand increase in other operating expenses.
Net Interest Income
The yield on average interest earning assets for the six months ended June 30,
1996 was 6.27%. This compares to 7.50% for the first six months of 1995. The
decrease reflects the decrease in the average prime rate during the comparison
periods and the funding of loan growth primarily through the issuance of time
deposits.
Yields and interest earned, including loan fees for the six months ended June
30, 1996 and 1995, were as follows (in thousands except percent amounts):
<TABLE>
Six Six
Months Months
Ended Ended
06/30/96 06/30/95
<S> <C> <C>
Average loans outstanding (1) $260,458 $182,800
Average yields 10.8% 11.8%
Amount of interest and origination fees earned $13,983 $10,730
</TABLE>
(1)Amounts outstanding are the average of daily balances for the periods.
Excluding loan fees of $492 thousand and $561 thousand for the six months ended
June 30, 1996 and 1995, yields on average loans outstanding were 10.4% and
11.2%, respectively. The prime rate (upon which a large portion of the Company's
loan portfolio is based), averaged 8.3% for the 1996 period and 8.9% for the
1995 period.
The Company has experienced an increase in its overall cost of deposits from
2.86% for the six months ended June 30, 1995 to 3.47% in the current period.
This includes the effect of an increase in rates paid on the Company's Money
Market accounts during the comparison periods and an increase in the percentage
of time deposits to total deposits. Time deposits represented 45.9% of average
deposits in the first half of 1996 and 32.6% for the six months ended June 30,
1995.
Rates and amounts paid on average deposits including non-interest bearing
deposits for the six months ended June 30, 1996 and 1995 were as follows (in
thousands except percent amount):
<TABLE>
Six Six
Months Months
Ended Ended
06/30/96 06/30/95
<S> <C> <C>
Average deposits outstanding (1) $306,513 $219,347
Average rate paid 3.5% 2.9%
Amount of interest paid or accrued $5,288 $3,113
</TABLE>
-10-
<PAGE>
The effective interest rate paid on NOW accounts, Money Market accounts and Time
Certificates of Deposits during the first six months of 1996 and 1995 were as
follows:
<TABLE>
1996 1995
-------------------------------------------------------------------------
MONEY MONEY
NOW MARKET TIME NOW MARKET TIME
<S> <C> <C> <C> <C> <C> <C>
Average balance (in thousands) (1) $40,375 $54,821 $140,812 $33,958 $52,608 $71,514
Average rate paid 1.2% 3.4% 5.7% 1.3% 2.8% 5.7%
</TABLE>
The increase in money market rates includes the effect of tiering money market
accounts at the Company's Nevada subsidiary and general market conditions in the
Company's service area.
(1) Amount outstanding is the average of daily balances for the periods.
Provision for Possible Loan and Lease Losses
In evaluating the Company's loan loss reserve, management considers the credit
risk in the various loan categories in its portfolio. Historically, most of the
Company's loan losses have been in its commercial lending portfolio, which
includes SBA loans and local commercial loans. From inception of its SBA lending
program in 1983, the Company has sustained a relatively low level of losses from
these loans, averaging less than 0.5% of loans outstanding per year. Losses in
1994 for these loans were $373 thousand. During 1995, net losses in the SBA loan
portfolio increased to $575 thousand. For the first half of 1996, loan
recoveries exceeded loan losses by $109 thousand. Most of the Company's other
commercial loan losses have been for loans to businesses within the Tahoe basin
area and during 1994 and 1995 at the Company's SierraWest Bank subsidiary in
Nevada. The Company believes that it has taken steps to minimize its commercial
loan losses, including centralization of lending approval and processing
functions. It is important for the Company to maintain good relations with local
business concerns and, to this end, it supports small local businesses with
commercial loans. To offset the added risk these loans may represent, the
Company typically charges a higher interest rate. It also attempts to mitigate
this risk through the loan review and approval process.
The provision for loan losses was $660 thousand and $590 thousand for the first
six months of 1996 and 1995, respectively. The increase in 1996 is primarily
attributable to growth in the loan portfolio. Excluding the guaranteed portions
of loans, loans increased $37.4 million and $17.4 million in the first half of
1996 and 1995, respectively. The allowance for possible loan and lease losses as
a percentage of loans was 1.62% at June 30, 1996, 1.60% at December 31, 1995,
and 1.75% at June 30, 1995. The decrease in the allowance for possible loan and
lease losses as a percentage of loans from June 30, 1995 reflects the higher
level of guaranteed loans in the portfolio resulting from the Company's decision
to retain the guaranteed portion of loans it originates. The Company will
monitor its exposure to loan losses each quarter and adjust its level of
provision in the future to reflect changing circumstances. The Company expects
that its existing loan loss reserve will be adequate to provide for any
additional losses.
The following table sets forth the ratio of nonaccrual loans to total loans, the
allowance for possible loan and lease losses to nonaccrual loans and the ratio
of the allowance for possible loan and lease losses to total loans, as of the
dates indicated.
<TABLE>
June 30 December 31,
----------------- --------------------------------
1996 1995 1995 1994 1993
----- ---- ------ ------- -----
<S> <C> <C> <C> <C> <C>
Nonaccrual loans to total loans 2.0% 1.4% 2.3% 1.4% 1.8%
Allowance for possible loan and lease
losses to nonaccrual loans 82.1% 123.7% 70.2% 142.9% 120.9%
Allowance for possible loan and lease
losses to total loans 1.6% 1.8% 1.6% 2.1% 2.2%
</TABLE>
If the guaranteed portions of loans on nonaccrual status are excluded from the
calculations,
-11-
<PAGE>
the ratio of nonaccrual loans to total loans at June 30, 1996 declines to 1.3%
and the allowance for possible loan and lease losses to nonaccrual loans
increase to 122.3%. At June 30, 1995, there were $0.4 million guaranteed loans
on nonaccrual status.
Other Operating Income
Other operating income decreased $660 thousand during the first six months of
1996 compared to the previous year's first six months.
The net gain on sale of SBA loans for the current six month period declined from
$293 thousand at June 30, 1995 to a net loss of $13 thousand. Sales of SBA loans
for the six months ended June 30, 1996 totaled $134 thousand compared to $5.1
million in the 1995 period. In July 1995, the Company altered its strategy with
respect to the sale of SBA loans. Rather than continuing to sell the guaranteed
portion of the portfolio, the Company began to retain the guaranteed portion and
plans to securitize and sell portions of unguaranteed SBA loans. The Company's
loan portfolio currently includes $25.7 million in guaranteed portions of SBA
loans which are available for sale, an increase of $10.3 million over the
balance at December 31, 1995.
Net servicing income on SBA loans (the net of the servicing income generated on
sold SBA loans less the amortization of the gain recorded on the sale of these
same loans and the amortization of purchased SBA servicing rights) decreased by
$263 thousand from $2,374 thousand during the first six months of 1995 to $2,111
thousand for the six months ended June 30, 1996. This decline relates to
prepayments on existing loans, selling loans in recent years for maximum
premiums, and holding guaranteed portions of loans beginning in 1995.
Mortgage banking income was $260 thousand in the first half of 1995. In
mid-1995, mortgage banking operations were terminated. This decrease has been
partially offset by an increase of $55 thousand in merchant credit card revenue
and an increase of $116 thousand related to the sale of mutual funds and
annuities through a third party marketer.
Other Operating Expense
The following table compares the various elements of non-interest expense as an
annualized percentage of total assets for the first six months of 1996 and 1995
(in thousands except percentage amounts):
<TABLE>
Six Months Salaries & Occupancy & Other
Ended Average Related Equipment Operating
June 30 Assets (1) Benefits (2) Expenses Expenses
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 $ 351,629 3.3% 1.0% 1.8%
1995 $ 261,032 3.9% 1.1% 2.7%
</TABLE>
(1) Based on average daily balances.
(2) Excludes provision for payment of bonuses and contribution to KSOP
plan. Including these items, percentages are 3.3% and 4.1% for 1996 and
1995, respectively.
-12-
<PAGE>
The following table summarizes the principal elements of operating expenses and
discloses the increases (decreases) and percent of increases (decreases) for the
six months ended June 30, 1996 and 1995 (amounts in thousands except percentage
amounts):
<TABLE>
Increase (Decrease)
Six Months Ended June 30, 1996 over 1995
1996 1995 Amount Percentage
<S> <C> <C> <C> <C>
Salaries and related benefits...... $ 5,931 $ 5,263 $ 668 12.7%
Occupancy and equipment............ 1,711 1,429 282 19.7
Insurance.......................... 118 140 (22) (15.7)
Postage............................ 154 149 5 3.3
Stationery and supplies............ 170 145 25 17.2
Telephone.......................... 180 150 30 20.0
Advertising........................ 292 352 (60) (17.0)
Legal.............................. 307 211 96 45.5
Consulting......................... 327 191 136 71.2
Audit and accounting fees.......... 77 96 (19) (19.8)
Directors' fees and expenses....... 205 505 (300) (59.4)
FDIC assessments................... 2 275 (273) (99.3)
Sundry losses...................... 496 352 144 40.9
Other.............................. 860 881 (21) (2.4)
------- ------- ------
$10,830 $10,139 $ 691 6.8%
======= ======= ======
</TABLE>
The increase in salary expense includes the effect of the four new branches
opened in 1995, partially offset by the termination of the Company's mortgage
operations. In addition the Company has increased the number of employees whose
compensation is partially commission based and has changed the commission
structure of many of its SBA loan production personnel. In total, commissions
have increased by $224 thousand during the comparison periods. The Company has
also experienced an increase in the cost of its medical insurance. This increase
totaled $71 thousand for the six months ended June 30, 1996 as compared to the
first six months of 1995.
The increase in occupancy and equipment expense includes costs on the new
branches. The increase in legal expense during 1996 relates primarily to two
litigation matters. One matter went to trial in June, 1996 and was decided in
the Company's favor. Increased costs were incurred in the second matter, which
is ongoing and relates to a property acquired by the Company through foreclo-
sure. See Part II, Item 1 for a description of this matter. Consulting costs
during 1996 include $173 thousand related to costs associated with the changing
of the name of the Company's subsidiary banks.
Directors' expense during the 1995 period included a $314 thousand pre-tax
charge for the Company's Director Emeritus Program. The decrease in FDIC
assessments resulted from a reduction in rates. Sundry losses in 1995 included a
$100 thousand business loss related to other real estate owned, and $126
thousand related to litigation matters. 1996 sundry losses include a charge of
$352 thousand related to a reduction in staffing effective May 1, 1996.
Provision for Income Taxes
Provision for income taxes have been made at the prevailing statutory rates and
include the effect of items which are classified as permanent differences for
federal and state income tax. The provision for income taxes was $567 thousand
and $568 thousand for the six months ended June 30, 1996 and 1995, respectively,
representing 37.2% and 37.1% of income before taxation for the respective
periods.
Results of Operations (Three months ended June 30, 1996 and 1995)
Net income decreased by $48 thousand from $436 thousand for the three months
ended June 30, 1995 to $388 thousand for the current quarter. The decrease
included a $710 thousand increase in net interest income, a $170 thousand
reduction in the provision for possible loan and lease losses and a $56 thousand
reduction in the provision for income taxes. These items were offset by a $169
thousand decrease in other operating income and a $815 thousand
-13-
<PAGE>
increase in other operating expenses.
Net Interest Income
The yield on net interest earning assets decreased from 7.52% during the second
quarter of 1995 to 6.29% during the three months ended June 30, 1996. As in the
six month comparison, yield was negatively affected by an increase in the
percentage of average time deposits to total deposits and a decrease in the
average prime interest rate.
Yields and interest earned, including loan fees for the three months ended June
30, 1996 and 1995 were as follows (in thousands except percent amounts):
<TABLE>
Three Three
Months Months
Ended Ended
06/30/96 06/30/95
<S> <C> <C>
Average loans outstanding (1) $270,843 $188,845
Average yields 10.7% 12.0%
Amount of interest and origination fees earned $7,201 $5,647
</TABLE>
(1) Amounts outstanding are the average of daily balances for the periods.
Excluding loan fees of $230 thousand and $318 thousand for the three months
ended June 30, 1996 and 1995, respectively, yields on average loans outstanding
were 10.4% and 11.3%. The prime rate (upon which a large portion of the
Company's loan portfolio is based) was 8.25% for the 1996 quarter and averaged
9.0% for the 1995 quarter. This decrease in prime is the major component of the
decrease in loan yields.
Other earning assets averaged $43.4 million in the current quarter as compared
to $35.4 million for the three months ended June 30, 1995.
Rates and amounts paid on average deposits, including non-interest bearing
deposits for the three months ended June 30, 1996 and 1995, were as follows (in
thousands except percent amounts):
<TABLE>
Three Three
Months Months
Ended Ended
06/30/96 06/30/95
<S> <C> <C>
Average deposits outstanding (1) $315,239 $223,659
Average rate paid 3.5% 3.1%
Amount of interest paid or accrued $2,722 $1,717
</TABLE>
The effective interest rates paid on NOW accounts, Money Market accounts and
Time Certificates of Deposits during the second quarter of 1996 and 1995 were as
follows: (in thousands except percent amounts):
<TABLE>
1996 1995
----------------------------------------- -------------------------------------
MONEY MONEY
NOW MARKET TIME NOW MARKET TIME
<S> <C> <C> <C> <C> <C> <C>
Average balance (1) $41,389 $55,594 $146,609 $34,765 $50,175 $79,735
Average rate paid 1.2% 3.4% 5.6% 1.3% 2.9% 5.9%
</TABLE>
(1) Amount outstanding is the average of daily balances for the periods.
-14-
<PAGE>
Provision for Possible Loan and Lease Losses
During the current quarter the Company benefitted from recoveries from
previously charged off loans totaling $150 thousand. Loan charge-offs for the
quarter totaled $54 thousand.
Other Operating Income
The net gain on sale of SBA loans was $52 thousand during the 1995 quarter, re-
sulting from total sales of $1.3 million. No sales were made during the current
quarter.
Net servicing income on SBA loans decreased from $1,180 thousand for the three
months ended June 30, 1995 to $1,037 thousand for the current quarter. Mortgage
banking income for the second quarter of 1995 totaled $152 thousand. These
decreases in other income, which in the aggregate totaled $356 thousand, were
partially offset by increases in merchant credit card revenue and increased
revenues on the sale of mutual funds and annuities through a third party
marketer.
Other Operating Expense
The following table compares the various elements of non-interest expense as an
annualized percentage of total assets for the second quarter of 1996 and 1995
(in thousands except percentage amounts):
<TABLE>
Salaries & Occupancy & Other
Three Months Average Related Equipment Operating
Ended June 30 Assets(1) Benefits(2) Expenses Expenses
- ------------- ------ -------- -------- --------
<S> <C> <C> <C> <C>
1996 $360,341 3.3% 1.0% 2.3%
1995 $265,454 3.8% 1.1% 2.8%
</TABLE>
(1) Based on average daily balances.
(2) Excludes provision for payment of bonuses and contribution to KSOP plan.
Including these items, percentages remain unchanged.
The following table summarizes the principal elements of operating expenses and
discloses the increases (decreases) and percent of increases (decreases) for the
three months ended June 30, 1996 and 1995 (amounts in thousands except
percentage amounts):
<TABLE>
Increase (Decrease)
Three Months Ended June 30, 1996 over 1995
1996 1995 Amount Percentage
<S> <C> <C> <C> <C>
Salaries and related benefits...... $2,973 $2,541 $432 17.0%
Occupancy and equipment............ 877 719 158 22.0
Insurance.......................... 63 65 (2) (3.1)
Postage............................ 93 84 9 10.7
Stationery and supplies............ 92 81 11 13.6
Telephone.......................... 107 78 29 37.2
Advertising........................ 158 210 (52) (24.8)
Legal.............................. 213 112 101 90.2
Consulting......................... 267 91 176 193.4
Audit and accounting fees.......... 41 40 1 2.5
Directors' fees and expenses....... 99 408 (309) (75.7)
FDIC assessments................... 0 138 (138) (100.0)
Sundry losses...................... 470 69 401 581.2
Other.............................. 467 469 (2) (0.4)
------ ------ -----
$5,920 $5,105 $815 16.0%
====== ====== =====
</TABLE>
For a discussion of the changes in salaries and related benefits, legal,
consulting, directors expense, FDIC assessments, and sundry losses see the six
month review of other operating expense located on page 13.
-15-
<PAGE>
Provision for Income Taxes
The provision for income taxes was $211 thousand and $267 thousand for the three
months ended June 30, 1996 and 1995, respectively, representing 35.2% and 38.0%,
of income before taxation for the respective periods. The 1996 percentage is
somewhat lower than in 1995 as 1996 pretax income includes a higher percentage
of tax exempt income.
-16-
<PAGE>
SierraWest Bancorp
10-Q Filing
June 30, 1996
Part II.
Item 1. Legal Proceedings.
During 1987, SierraWest Bank, formerly Truckee River Bank,
("SWBC") took title, through foreclosure, of a property located in
Placer County which subsequent to SWBC's sale of the property was
determined to be contaminated with a form of hydrocarbons. At the
time it owned the property, SWBC became aware of and investigated
the status of certain underground tanks that had existed on the
property. SWBC hired a consultant to study the tanks and properly
seal them. Several years later, and after resale of the property,
contamination was observed in the area of at least one of the
buried tanks and along an adjoining riverbank of the Yuba River.
SWBC, at the time of resale of the property, was not aware of this
contamination adjacent to the tanks but was aware of the existence
of the tanks and disclosed this to its purchaser.
A formal plan of remediation has not been approved by the County
of Placer or the State Regional Water Quality Board but is being
finalized by an independant consultant retained for this purpose.
As a result of the discovery of the contamination, two civil
lawsuits were instituted against SWBC and other prior owners by
the current owner of the property, who is also SWBC's borrower.
One of the actions, the State court matter, was dismissed by
agreement of the parties. In the remaining action, the federal
court has requested that the parties reach an agreement by Sep-
tember 13, 1996 regarding the method of remediation and an alloca-
tion of remediation costs. If the parties fail to reach an agree-
ment, the court will determine the method of remediation and the
allocation of remediation costs.
SWBC's external and internal counsel on this matter believe that
SWBC's share of the cost of remediation and the costs of defense
will not be material to SWBC's or the Company's performance and
will be within existing reserves established by SWBC for this
matter. It is also expected that clean-up of the property will be
undertaken in the first half of 1997.
In addition, the Company is subject to some minor pending and
threatened legal actions which arise out of the normal course of
business and, in the opinion of Management and the Company's
General Counsel, the disposition of these claims currently pending
will not have a material adverse affect on the Company's financial
position or results of operations.
Item 2. Change in Securities. Not applicable.
Item 3. Defaults Upon Senior Securities. Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders.
SierraWest Bancorp's Annual Meeting of Shareholders was held on
July 23, 1996, at the North Lake Tahoe Convention Center, Kings
Beach, California. The following resolutions were distributed to
stockholders and adopted:
1. To elect the following eleven nominees to serve as directors
until the next Annual meeting and until their successors are
elected and have been qualified:
-17-
<PAGE>
<TABLE>
VOTE:
FOR WITHHELD
<S> <C> <C>
David W. Clark 2,033,143 53,743
Ralph J. Coppola 2,033,043 53,843
William T. Fike 2,033,143 53,743
Richard S. Gaston 2,030,423 56,463
Jerrold T. Henley 2,032,181 54,705
John J. Johnson 2,033,143 53,743
Ronald A. Johnson 2,033,143 53,743
A. Morgan Jones 2,031,312 55,574
Jack V. Leonesio 2,030,915 55,971
William W. McClintock 2,032,907 53,978
Thomas M. Watson 2,030,419 56,467
</TABLE>
2. To approve the Sierra Tahoe Bancorp 1996 Stock Option Plan.
VOTE: For 1,113,369
Against 157,892
Abstained 65,691
Broker Nonvotes 749,930
3. To approve the Sierra Tahoe Bancorp Board of Directors
Deferred Compensation and Stock Award Plan.
VOTE: For 1,085,701
Against 144,016
Abstained 89,635
Broker Nonvotes 767,530
4. To approve the Sierra Tahoe Bancorp 1996 Stock Appreciation
Rights Plan.
VOTE: For 1,060,431
Against 175,249
Abstained 63,561
Broker Nonvotes 787,643
5. To approve an amendment to the Articles of Incorporation to
change the name of the Company to SierraWest Bancorp.
VOTE: For 1,875,593
Against 126,604
Abstained 74,679
Broker Nonvotes 10,000
Item 5. Other Information.
On August 6, 1996, Sierra Tahoe Bancorp announced that with recent
shareholder approval and approval from the State of California, it
has changed its name to SierraWest Bancorp.
Item 6. Exhibits and Reports on Form 8-K.
<TABLE>
<S> <C> <C>
(a) Exhibits.
3.1 Amendment to the Articles of Incorporation
reflecting the change in Bancorp's name from
Sierra Tahoe Bancorp to SierraWest Bancorp.
10.1 Senior Manager Separation Benefits Agreement between Sierra Tahoe
Bancorp and Patrick S. Day, dated January 10, 1996, including First
Amendment dated April 2, 1996.
10.2 Deferred Fee Agreement between Sierra Tahoe Bancorp and Thomas M.
Watson, dated June 19, 1996.
10.3 Deferred Fee Agreement between Sierra Tahoe Bancorp and R. Coppola,
dated June 12, 1996.
10.4 Deferred Fee Agreement between Sierra Tahoe Bancorp and Ronald A.
Johnson, dated May 23, 1996.
10.5 Deferred Fee Agreement between Sierra Tahoe Bancorp and David W.
Clark, dated May 28, 1996.
-18-
10.6 Deferred Fee Agreement between Sierra Tahoe Bancorp and Richard S.
Gaston, dated June 19, 1996.
10.7 Deferred Fee Agreement between Sierra Tahoe Bancorp and A. Morgan
Jones, dated June 7, 1996.
10.8 Deferred Fee Agreement between Sierra Tahoe Bancorp and John J.
Johnson, dated June 20, 1996.
10.9 Deferred Fee Agreement between Sierra Tahoe Bancorp and Jack V.
Leonesio, dated June 19, 1996.
10.10 Deferred Fee Agreement between Sierra Tahoe Bancorp and William
McClintock, dated June 13, 1996.
10.11 Deferred Fee Agreement between Sierra Tahoe Bancorp and Jerrold T.
Henley, dated May 29, 1996.
10.12 Incentive Stock Option Agreement between Sierra Tahoe Bancorp and
William T. Fike, dated July 1, 1996.
10.13 Nonqualified Stock Option Agreement between Sierra Tahoe Bancorp
and William T. Fike, dated July 1, 1996.
10.14 Fixed Price Construction Agreement between SierraWest Bank and
Shaver Construction, Inc., dated June 12, 1996.
11. Statement regarding computation of per share earnings.
27. Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K.
Bancorp filed Form 8-K dated April 9, 1996, reporting the
appointment of three additional members to its Board of
Directors and the intent to change the corporate name to
SierraWest Bancorp, subject to shareholder approval.
-19-
<PAGE>
10-Q Filing
June 30, 1996
SIGNATURES
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 thereunto duly authorized.
Date: August 13, 1996 /s/ William T. Fike
-------------------------------------- --------------------
William T. Fike
President, Chief
Executive Officer
Date: August 13, 1996 /s/ David C. Broadley
-------------------------------------- ----------------------
David C. Broadley
Executive Vice President/
Chief Financial Officer
-20-
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
SIERRA TAHOE BANCORP
William T. Fike and A. Morgan Jones hereby certify that:
1. They are the President and Secretary, respectively, of Sierra Tahoe
Bancorp, a California Corporation;
2. That on April 25, 1996, the following amendment to the Articles of
Incorporation of Sierra Tahoe Bancorp was duly adopted by the Board of
Directors of Sierra Tahoe Bancorp:
Paragraph One is deleted and in its place and stead is inserted a new
Paragraph One, to read as follows:
One. The name of the corporation is SierraWest Bancorp.
3. The amendment has been approved by the required vote of shareholders in
accordance with Section 902 of the California Corporations Code. The
company has only a single class of common stock. The total number of
outstanding shares of the single class of common stock entitled to vote on
the amendment was 2,670,344, the favorable vote of a majority of such
shares is required to approve the amendment, and the number of shares
voting in favor of the amendment equaled or exceeded the required vote.
4. The amendment shall become effective upon filing with the Secretary of
State.
IN WITNESS WHEREOF, we have executed the above-referenced Certificate of
Amendment on July 25, 1996. We declare under penalty of perjury under the laws
of the State of California that the matters set forth in this Certificate are
true and correct of our own knowledge.
By: /s/ W. T. Fike
William T. Fike
Its: President
By: /s/ A. Morgan Jones
A. Morgan Jones
Its: Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF NEVADA
On July 23, 1996 , before me, Julie Roberts, Notary Public in and for said
State, personally appeared William T. Fike, personally known to me (or proved 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 authorized capacity(ies), and that by
his/her/their signature(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.
/s/ Julie Roberts
Notary Public
STATE OF CALIFORNIA
COUNTY OF NEVADA
On July 24, 1996 , before me, Julie Roberts , Notary Public in and for said
State, personally appeared A. Morgan Jones, personally known to me (or proved 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 authorized capacity(ies), and that by
his/her/their signature(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.
/s/ Julie Roberts
Notary Public
<PAGE>
EXHIBIT 10.1
SENIOR MANAGER SEPARATION BENEFITS AGREEMENT
THIS SENIOR MANAGER SEPARATION BENEFITS AGREEMENT (the "Agreement") is
made and entered into as of January 10, 1996, by and between SIERRA TAHOE
BANCORP, a California Corporation (hereinafter "STB"), with its principal
offices located at 10181 Truckee Tahoe Airport Road, P.O. Box 61000, Truckee,
California 96161 and PATRICK S. DAY, an individual ("PSD").
WITNESSETH
WHEREAS, PSD is currently designated a senior officer and 'at will'
employee of STB and expects to remain a senior officer and employee
subject to the policies and conditions contained within the STB
Personnel Policies and Procedures;
WHEREAS, both STB and PSD feel it is in their respective and mutual
best interests to preagree upon appropriate and reasonable separation
compensation that will be paid to PSD should STB ever determine that
PSD should, for whatever reason, be terminated from his position at STB
and leave the Company;
WHEREAS, STB and PSD agree that the benefits described herein
constitute full payment of and shall completely supersede and
constitute full satisfaction of any and all other monetary or
nonmonetary benefits paid as a result of the termination of PSD for any
reason by STB except as may be additionally required beyond the sums
and benefits paid hereunder by law.
WHEREAS, nothing in this Agreement is intended to change the current at
will employment of PSD or create a contract of employment. Further,
this Agreement shall only cover situations wherein STB requests the
termination of PSD and shall not apply if PSD elects to voluntarily
leave STB.
NOW, THEREFORE, in consideration of the promises set forth below and
for other good and valuable consideration, including the mutual
covenants and agreements herein contained, the receipt and sufficiency
of which is hereby acknowledged, STB and PSD hereby agree as follows:
1
<PAGE>
1. Applicability of Agreement; Definition of Termination: This Agreement
coveys additional benefits not otherwise due to employees generally and
shall become operative upon PSD's termination of employment for any reason
by STB, its affiliates and, their respective officers or directors, so long
as that termination did not result from a final determination of the Human
Resources Director and the Personnel Committee of the Board of Directors of
STB that PSD's termination resulted from a material violation of the STB
Personnel policies and procedures (i.e. termination for cause) (hereinafter
referred to as the "Termination"). This Agreement shall not apply as to any
event not covered under the definition of the term 'Termination'. Following
the defined Termination, and the payment of benefits under this Agreement,
it is expressly agreed and understood that STB shall not be precluded from
rehiring PSD's position either now or in the future and such rehiring shall
not be deemed to nullify or change this Agreement if it is otherwise
applicable.
2. Conditions For Payment of Separation Benefits. STB shall pay the separation
benefits set forth in Paragraph 3 to PSD after each of the following
requirements have been satisfied in the reasonable discretion of STB:
A. A defined Termination as set forth in Paragraph 1 has occurred and PSD
has left (or will promptly thereafter leave) the employment of STB;
and
B. PSD consent to and does expressly waive, release, indemnify and fully
hold STB, its subsidiary companies and each of their employees,
officers and directors harmless with regard to his employment at STB;
the manner of his Termination; and any other matters reasonably
related to his employment. PSD agrees to initiate no action, of any
type or kind, regarding his employment or Termination and if such an
action is initiated he agrees that such action may be promptly closed,
dismissed or summarily disallowed, or, if it shall continue, that PSD
will indemnify STB for the legal fees, costs and expenses resulting
from their defense of that action; and
C. PSD agrees to and shall maintain the confidentiality of any and all
proprietary secrets, processes and plans of STB and its subsidiaries
made known to PSD during his employment.
STB may elect to advance the separation benefits set forth in Paragraph 2 prior
to the satisfaction of each of the above requirements in this Paragraph 3, or in
anticipation of full performance by PSD, and should any requirement not be
satisfied within a reasonable period thereafter or continuously performed, PSD,
upon request of STB and presentation of proof of nonperformance and a reasonable
period to cure the continuing nonperformance, shall promptly return the
separation benefit(s) paid or granted to him and this Agreement shall terminate.
3. Separation Benefits. STB shall, in addition to any final salary, vacation,
personal leave, retirement plan and other monetary or nonmonetary
benefit(s) covered under one or more separate agreement(s) and otherwise
due or applicable to PSD upon Termination (except benefits due under an
agreement or policy concerning office closure or reduction in force laws so
long as less than the sums being paid hereunder), pay to PSD upon
Termination one of the following benefits, at the election and option of
PSD:
2
<PAGE>
A. A lump sum payment equal to NINE (9) months of monthly salary, less
any and all applicable taxes, deductions arising from benefit
elections or any other sums required to be deducted by law, rule or
regulation. If this option is elected, and PSD elects continued health
coverage under COBRA, STB will require PSD to pay the full rate
allowed by COBRA for any continued health insurance coverage elected
at the time of Termination; or
B. Continuation of monthly salary for NINE (9) months, less any and all
applicable taxes, deductions arising from benefit elections or other
sums required to be deducted by law, rule or regulation. If this
option is elected, and if PSD elects to continue health insurance
coverage under COBRA, STB will continue to charge PSD's the applicable
employee coverage rate for Nine (9) months if said applicable employee
rate may be properly granted to PSD without violating any existing
policy or law and if said rate is lower than the COBRA rate that may
be assessed.
The payment option elected shall be deemed the "Separation Benefit". Said
Separation Benefit shall result in a waiver of any other separation benefits due
to PSD following the Termination as more fully set forth in Paragraph 4.
4. Express Waiver and Release of Other Separation Benefits. By executing this
Agreement, PSD agrees that the Separation Benefit paid pursuant to this
Agreement, provided the payments or benefits at least equal those payments
or benefits that must be paid to terminated employees by law, shall be
deemed to be the equivalent and substitute for any legally or customarily
required separation payments due to PSD and STB shall be given full credit
for sums paid hereunder as to any legal or customarily requirements to pay
separation and payments hereunder shall be deemed to have fully satisfied
STB's obligations with regard to any legally or customarily mandated
separation payments due to PSD upon his termination, including, but not
limited to, any laws or customs regarding reduction in force or job-site
closing. If additional sums are legally required, or are adjudicated as
required, this Agreement shall be deemed to be automatically amended to
credit against the sums due the amount paid hereunder and this Agreement
shall be deemed to include any additionally required benefits or payments.
5. Reserved.
6. Binding Effect of Agreement. This Agreement shall inure to the benefit of
and be binding upon the heirs, administrators, personal representatives,
successors and assigns of PSD and STB, as the case may be.
7. No Contest; Reimbursement of Benefits: The parties hereby mutually agree
that in the event that PSD contests this Agreement, or any of the
provisions hereunder, by the filing or commencement of any action or
proceeding relating to his employment or Termination of any kind or nature
whatsoever against STB, its parent company or affiliate companies or is
re-employed by STB involuntarily by court order, or an enforceable judgment
is obtained against STB, then STB shall have the absolute right: (i) to
enforce repayment in full on the date of such re-employment of all sums
paid to PSD hereunder, which sums shall include the payment or value of any
benefits received by PSD hereunder, as a credit in offset, reduction and
satisfaction of all or any portion of such judgment, or, (ii) if there is
no judgment, against wages due to PSD.
3
<PAGE>
8. Captions: The captions set forth herein are included solely for ease and
convenience of reference and are not to be considered or construed in the
interpretation of this Agreement.
9. Entire Agreement: This Agreement constitutes and contains the entire
agreement between the parties and no statement or representation of either
party hereto, their agents, officers, directors or employees made outside
of this Agreement and not contained herein shall form a part of this
Agreement or be binding upon the other party. This Agreement shall not be
changed, modified, altered or amended, except by written instrument signed
by the parties hereto.
10. Governing Law: This Agreement shall be construed and governed in accordance
with the laws of the State wherein PSD is predominantly employed, with
venue appropriate in the County wherein PSD is predominantly employed. Any
provision of this Agreement prohibited by law shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
In the event of any litigation or action being commenced with regard to
this Agreement, the prevailing party shall be awarded their reasonable
attorneys fees, costs and expenses.
11. Informed Consent and Waiver: PSD has executed this Agreement on a fully
informed, voluntary basis. PSD understands and agrees that the separation
benefit provided for herein will preclude PSD's right to seek other
separation benefits, except as allowed by law, and that PSD has been given
the right and opportunity to consult with an advisor or attorney prior to
the execution of this Agreement.
IN WITNESS WHEREOF, the parties hereto have made, executed and delivered this
Agreement as of the day and year first above written.
/s/ Patrick S. Day
PATRICK S. DAY
SIERRA TAHOE BANCORP,
a California Corporation
By: /s/ William T. Fike
William T. Fike
Its: President/CEO
FIRST AMENDMENT TO SENIOR MANAGEMENT BENEFITS AGREEMENT
1
<PAGE>
THIS FIRST AMENDMENT TO SENIOR MANAGEMENT BENEFITS AGREEMENT (the "Amendment")
is made and entered into on April 2, 1996 by and between SIERRA TAHOE BANCORP, a
California Corporation (hereinafter "STB") and Patrick S. Day, an individual
(PSD) and modifies and amends that certain Senior Management Benefits Agreement
(the "Agreement") as follows:
The following Paragraph 12 shall be deemed to be added to the Agreement
by this Addendum:
"12. Change In Job Title and Job Duties: Reduction In
Salary. A Termination shall be deemed to have occurred
pursuant to this Agreement (as the term Termination is
specifically defined in Paragraph 2 thereof and assuming
that PSD has not waived the election) should: (i) PSD's job
title, job grade or job duties be modified or materially
changed and that change is not as to the senior management
group in its entirety; or (ii) PSD's base salary be
materially reduced or changed and that change is not agreed
to by PSD.
Except as set forth above, the Agreement shall remain as stated.
IN WITNESS WHEREOF, the parties hereto have made, executed and delivered this
Amendment as of the day and year first above written.
/s/ Patrick S. Day
PATRICK S. DAY
SIERRA TAHOE BANCORP,
a California Corporation
By: /s/ W. T. Fike
William T. Fike
Its: President/CEO
2
<PAGE>
EXHIBIT 10.2
DEFERRED FEE AGREEMENT
ELECTION FORM AND
BENEFICIARY DESIGNATION FORM
THIS AGREEMENT is made this 19 day of June, 1996 by and between Sierra Tahoe
Bancorp (the "Bancorp"), and Thomas M. Watson (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.
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).
TRB-05109610.1b-5/31
1
<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 Agreement.
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
deferral election under this Agreement by filing with the Bancorp a properly
completed Election Form. If no initial deferral is made all of the Fees will be
deferred 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 directors 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 the 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
2
<PAGE>
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.
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 Account 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
similar 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
statement 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 Bancorp
promise to pay such benefits. The Director's rights to such benefits are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by the Director's creditors.
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 balance 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.
3
<PAGE>
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 distribute 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 lifetime. 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 declared 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 representative 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 significantly 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 accounts 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.
4
<PAGE>
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
Director. 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, transferred, assigned, pledged, attached or encumbered in any manner.
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.
5
<PAGE>
IN WITNESS WHEREOF, the Director and a duly authorized Bancorp officer have
signed this Agreement.
DIRECTOR
SIERRA TAHOE BANCORP
/s/ Thomas M. Watson
By: /s/ Richard Belstock
Title: SVP/Controller
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
acknowledge that I have read, agree and consent to the foregoing Deferred Fee
Agreement (including the elections made on Exhibit I to such Deferred Fee
Agreement) 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: 6/19 , 1996
/s/ Elizabeth Watson
_____________, Spouse
6
<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.
X 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
Account 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
effective until the next election term following the date on which the new
election form is received by the Bancorp, (ii) that any election to increase or
decrease 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: /s/ Thomas M. Watson
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 II
BENEFICIARY DESIGNATION FORM
I designate the following as beneficiary of benefits under the Deferred Fee
Agreement payable following my death:
Primary: Elizabeth G. Watson
Address and Relationship: 208 Observation Drive
Tahoe City, Cal
Contingent: Katie Supple 50% Matthew Supple
Address and Relationship: 208 Observation Dr. Tahoe
City, Cal Stepdaughter & stepson
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
designation 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.
Date: 6/19/96
By: /s/ Thomas M. Watson
Title:____________________________
Accepted by the Bancorp this 19 day of June, 1996.
By: /s/ Richard Belstock
Title: SVP/ Controller
<PAGE>
Consent of the Director's Spouse
to the Above Beneficiary Designation
I, _____________, being the spouse of _________, after being afforded the
opportunity to consult with independent counsel of my choosing, do hereby
acknowledge that I have read, agree and consent to the foregoing Beneficiary
Designation which relates to the Deferred Fee Agreement entered into by my
spouse on ______________, 1996. I understand that the above Beneficiary
Designation adversely 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 consent, so that such attorney can explain the effects of this consent.
Dated: 6/19, 1996
/s/ Elizabeth Watson
_____________, 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
authorized 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 Entity(ies) Represented
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Title or Type of Document:_____________________________________________________
Date of Document:__________________ Number of Pages:___________________________
Signer(s) Other Than Named Above:______________________________________________
<PAGE>
EXHIBIT 10.3
DEFERRED FEE AGREEMENT
ELECTION FORM AND
BENEFICIARY DESIGNATION FORM
THIS AGREEMENT is made this 12 day of June, 1996 by and between Sierra Tahoe
Bancorp (the "Bancorp"), and R. Coppola (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.
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).
TRB-05109610.1b-5/31
1
<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 Agreement.
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
deferral election under this Agreement by filing with the Bancorp a properly
completed Election Form. If no initial deferral is made all of the Fees will be
deferred 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 directors 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 the 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.
2
<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 Account 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
similar 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
statement 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 Bancorp
promise to pay such benefits. The Director's rights to such benefits are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by the Director's creditors.
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 balance 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 distribute 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.
3
<PAGE>
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 lifetime. 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 declared 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 representative 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 significantly 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 accounts 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.
4
<PAGE>
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 Director. 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, transferred, assigned, pledged, attached or encumbered in any manner.
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.
5
<PAGE>
IN WITNESS WHEREOF, the Director and a duly authorized Bancorp officer have
signed this Agreement.
DIRECTOR
SIERRA TAHOE BANCORP
/s/ Ralph J. Coppola
By: /s/ Richard Belstock
Title: SVP/ Controller
Consent of the Director's Spouse
to the Deferred Fee Agreement
I, Carol, being the spouse of Ralph, after being afforded the opportunity to
consult with independent counsel of my choosing, do hereby acknowledge that I
have read, agree and consent to the foregoing Deferred Fee Agreement (including
the elections made on Exhibit I to such Deferred Fee Agreement) 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: June 12, 1996
/s/ Carol Coppola
_____________, Spouse
6
<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
Account and to take any remaining portion in cash currently.
___ I elect to defer 100% 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
effective until the next election term following the date on which the new
election form is received by the Bancorp, (ii) that any election to increase or
decrease 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: June 12, 1996
By: /s/ Ralph J. Coppola
Title: Director
- ------------
(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 II
BENEFICIARY DESIGNATION FORM
I designate the following as beneficiary of benefits under the Deferred Fee
Agreement payable following my death:
Primary: Coppola Family Trust 8/22/88 Ralph/ Carol Coppola JTE
Address and Relationship:______________________________________________________
4815 Rio Pinar Reno NV 89509 (Trust
Contingent: Ralph Stephen Coppola/ Gregory John Coppola
Address and Relationship: 1/2 each to each son
Same
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
designation 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.
Date: 12 June 1996
By: /s/ Ralph J. Coppola
Title: Director
Accepted by the Bancorp this 27 day of June, 1996.
By: /s/ Richard Belstock
Title: SVP/ Controller
<PAGE>
Consent of the Director's Spouse
to the Above Beneficiary Designation
I, Carol, being the spouse of Ralph, after being afforded the opportunity to
consult with independent counsel of my choosing, do hereby acknowledge that I
have read, agree and consent to the foregoing Beneficiary Designation which
relates to the Deferred Fee Agreement entered into by my spouse on
______________, 1996. I understand that the above Beneficiary Designation
adversely 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
consent, so that such attorney can explain the effects of this consent.
Dated: June 12, 1996
/s/ Carol Coppola
_____________, 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
authorized 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 Entity(ies) Represented
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Title or Type of Document:_____________________________________________________
<PAGE>
Date of Document:__________________ Number of Pages:___________________________
Signer(s) Other Than Named Above:______________________________________________
<PAGE>
EXHIBIT 10.4
DEFERRED FEE AGREEMENT
ELECTION FORM AND
BENEFICIARY DESIGNATION FORM
THIS AGREEMENT is made this 23rd day of May, 1996 by and between Sierra Tahoe
Bancorp (the "Bancorp"), and Ronald A. Johnson (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.
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).
TRB-05109610.1a-5/22
1
<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 Agreement.
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
deferral election under this Agreement by filing with the Bancorp a properly
completed Election Form. If no initial deferral is made all of the Fees will be
deferred 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 directors 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 the 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, the Director's deferral schedule with respect to his Cash Account or
Promised Fee Share Account shall be revised by the Bancorp's board of directors
(or an authorized committee of the Bancorp's board
2
<PAGE>
of directors) to the extent necessary to eliminate the severe financial
hardship. The severe financial hardship must be caused by an accident, illness,
or an event beyond the control of the Director.
ARTICLE 3
Deferral Account
3.1 Establishing and Crediting. The Bancorp shall establish a 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 Account 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
similar 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
statement 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 Bancorp
promise to pay such benefits. The Director's rights to such benefits are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by the Director's creditors.
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 balance 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
3
<PAGE>
2.4, the Bancorp shall distribute 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 lifetime. 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 declared 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 representative 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
Claims and Review Procedures
6.1 Claims Procedure. The Bancorp shall notify the Director's
beneficiary in writing, within ninety (90) days of his or her written
application for benefits, of his or her eligibility or noneligibility for
benefits under the Agreement. If the Bancorp determines that the beneficiary is
not eligible for benefits or full benefits, the notice shall set forth (1) the
specific reasons for such denial, (2) a specific reference to the provisions of
the Agreement on which the denial is based, (3) a description of any additional
information or material necessary for the claimant to perfect his or her claim,
and a description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate information as to the steps to be
taken if the beneficiary wishes to have the claim reviewed. If the Bancorp
determines that there are special circumstances requiring additional time to
make a decision, the Bancorp shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.
6.2 Review Procedure. If the beneficiary is determined by the Bancorp
not to be eligible for benefits, or if the beneficiary believes that he or she
is entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Bancorp by filing a petition for
review with the Bancorp within sixty (60) days after receipt of the notice
issued by the Bancorp. Said petition shall state the specific reasons which the
beneficiary believes entitle him or her to benefits or to greater or different
benefits.
4
<PAGE>
Within sixty (60) days after receipt by the Bancorp of the petition,
the Bancorp shall afford the beneficiary (and counsel, if any) an opportunity to
present his or her position to the Bancorp orally or in writing, and the
beneficiary (or counsel) shall have the right to review the pertinent documents.
The Bancorp shall notify the beneficiary of its decision in writing within the
sixty-day period, stating specifically the basis of its decision, written in a
manner calculated to be understood by the beneficiary and the specific
provisions of the Agreement on which the decision is based. If, because of the
need for a hearing, the sixty-day period is not sufficient, the decision may be
deferred for up to another sixty-day period at the election of the Bancorp, but
notice of this deferral shall be given to the beneficiary.
ARTICLE 7
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 significantly 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 accounts 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 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Director and
the Bancorp, and their beneficiaries, survivors, executors, administrators and
transferees.
8.2 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
Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate services at any time.
8.3 Non-Transferability. Benefits under this Agreement cannot
be sold, transferred, assigned, pledged, attached or encumbered in any manner.
8.4 Tax Withholding. The Bancorp shall withhold any taxes that
are required to be withheld from the benefits provided under this Agreement.
8.5 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.
8.6 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
5
<PAGE>
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
/s/ Ronald A. Johnson
By: /s/ Richard Belstock
Title: SVP/ Controller
6
<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)
X 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
Account 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
effective until the next election term following the date on which the new
election form is received by the Bancorp, (ii) that any election to increase or
decrease 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: 5/23/96
By: /s/ Ronald A. Johnson
Title: Director
- --------
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 II
BENEFICIARY DESIGNATION FORM
I designate the following as beneficiary of benefits under the Deferred Fee
Agreement payable following my death:
Primary: Marilyn Johnson
Address and Relationship: 1010 LaRue Reno
Wife
Contingent: Jeffrey S. Johnson
Address and Relationship: 220 Mia Sparks, NV
Son
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
designation 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.
Date: 5/23/96
By: /s/ Ronald A. Johnson
Title: Director
Accepted by the Bancorp this 24 day of May, 1996.
By: /s/ Richard Belstock
Title: SVP/ Controller
<PAGE>
Consent of the Director's Spouse
to the Above Beneficiary Designation
I, _____________, being the spouse of _________, after being afforded the
opportunity to consult with independent counsel of my choosing, do hereby
acknowledge that I have read, agree and consent to the foregoing Beneficiary
Designation which relates to the Deferred Fee Agreement entered into by my
spouse on ______________, 1996. I understand that the above Beneficiary
Designation adversely 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 consent, 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
authorized 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 Entity(ies) Represented
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Title or Type of Document:_____________________________________________________
<PAGE>
Date of Document:__________________ Number of Pages:____________________________
Signer(s) Other Than Named Above:______________________________________________
<PAGE>
EXHIBIT 10.5
DEFERRED FEE AGREEMENT
ELECTION FORM AND
BENEFICIARY DESIGNATION FORM
THIS AGREEMENT is made this 28 day of May, 1996 by and between Sierra Tahoe
Bancorp (the "Bancorp"), and David W. Clark (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.
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).
TRB-05109610.1a-5/22
1
<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 Agreement.
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
deferral election under this Agreement by filing with the Bancorp a properly
completed Election Form. If no initial deferral is made all of the Fees will be
deferred 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 directors 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 the 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, the Director's deferral schedule with respect to his Cash Account or
Promised Fee Share Account shall be revised by the Bancorp's board of directors
(or an authorized committee of the Bancorp's board
2
<PAGE>
of directors) to the extent necessary to eliminate the severe financial
hardship. The severe financial hardship must be caused by an accident, illness,
or an event beyond the control of the Director.
ARTICLE 3
Deferral Account
3.1 Establishing and Crediting. The Bancorp shall establish a 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 Account 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
similar 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
statement 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 Bancorp
promise to pay such benefits. The Director's rights to such benefits are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by the Director's creditors.
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 balance 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,
3
<PAGE>
the Bancorp shall distribute 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 lifetime. 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 declared 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 representative 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
Claims and Review Procedures
6.1 Claims Procedure. The Bancorp shall notify the Director's
beneficiary in writing, within ninety (90) days of his or her written
application for benefits, of his or her eligibility or noneligibility for
benefits under the Agreement. If the Bancorp determines that the beneficiary is
not eligible for benefits or full benefits, the notice shall set forth (1) the
specific reasons for such denial, (2) a specific reference to the provisions of
the Agreement on which the denial is based, (3) a description of any additional
information or material necessary for the claimant to perfect his or her claim,
and a description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate information as to the steps to be
taken if the beneficiary wishes to have the claim reviewed. If the Bancorp
determines that there are special circumstances requiring additional time to
make a decision, the Bancorp shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.
6.2 Review Procedure. If the beneficiary is determined by the Bancorp
not to be eligible for benefits, or if the beneficiary believes that he or she
is entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Bancorp by filing a petition for
review with the Bancorp within sixty (60) days after receipt of the notice
issued by the Bancorp. Said petition shall state the specific reasons which the
beneficiary believes entitle him or her to benefits or to greater or different
benefits.
4
<PAGE>
Within sixty (60) days after receipt by the Bancorp of the petition,
the Bancorp shall afford the beneficiary (and counsel, if any) an opportunity to
present his or her position to the Bancorp orally or in writing, and the
beneficiary (or counsel) shall have the right to review the pertinent documents.
The Bancorp shall notify the beneficiary of its decision in writing within the
sixty-day period, stating specifically the basis of its decision, written in a
manner calculated to be understood by the beneficiary and the specific
provisions of the Agreement on which the decision is based. If, because of the
need for a hearing, the sixty-day period is not sufficient, the decision may be
deferred for up to another sixty-day period at the election of the Bancorp, but
notice of this deferral shall be given to the beneficiary.
ARTICLE 7
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 significantly 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 accounts 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 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Director and
the Bancorp, and their beneficiaries, survivors, executors, administrators and
transferees.
8.2 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
Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate services at any time.
8.3 Non-Transferability. Benefits under this Agreement cannot
be sold, transferred, assigned, pledged, attached or encumbered in any manner.
8.4 Tax Withholding. The Bancorp shall withhold any taxes that
are required to be withheld from the benefits provided under this Agreement.
8.5 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.
8.6 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
5
<PAGE>
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
/s/ David W. Clark
By: /s/ Richard Belstock
Title: SVP/ Controller
6
<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)
X 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.2
___ I elect to defer ___% of the remaining 2/3 of my Fees to the Cash
Account 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
effective until the next election term following the date on which the new
election form is received by the Bancorp, (ii) that any election to increase or
decrease 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: 5/28/96
By: /s/ David W. Clark
Title:____________
2 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 II
BENEFICIARY DESIGNATION FORM
I designate the following as beneficiary of benefits under the Deferred Fee
Agreement payable following my death:
Primary: David W. Clark Family Trust UTD April 15, 1975
Address and Relationship: PO 80456 Las Vegas NV 89180
- ------------------------------------------------------------------------------
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
designation 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.
Date: 5/28/96
By: /s/ David W. Clark
Title:____________________________
Accepted by the Bancorp this 3 day of June, 1996.
By: /s/ Richard Belstock
Title: SVP/ Controller
<PAGE>
Consent of the Director's Spouse
to the Above Beneficiary Designation
I, Sue Clark, being the spouse of David, after being afforded the opportunity to
consult with independent counsel of my choosing, do hereby acknowledge that I
have read, agree and consent to the foregoing Beneficiary Designation which
relates to the Deferred Fee Agreement entered into by my spouse on 5/28, 1996. I
understand that the above Beneficiary Designation adversely 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 consent, so that such attorney can explain
the effects of this consent.
Dated: 5/28, 1996 /s/ Sue R. Clark
_____________, Spouse
<PAGE>
CERTIFICATE OF ACKNOWLEDGMENT
OF NOTARY PUBLIC
State of Nevada )
) ss.
County of Washoe)
On May 28, 1996, before me, Lynn Hilton, Notary
Public, State of Nevada, personally appeared Sue R. Clark & David W. Clark
[ ] 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
authorized 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.
/s/ Lynn Hilton
Notary Public
State of Nevada
(Seal)
Capacity Claimed by Signer:
[x] Individual(s) Signing for Oneself/Themselves
[ ] Corporate Officer(s) _________________________ _____________________
Title Company
----------------------- -----------------------
Title Company
[ ] Partner(s) ___________________________________________________________
Partnership
[x] Trustees(s) David W. Clark Family Trust UTD 4/15/1975
Trust
[ ] Attorney-in-Fact ____________________________ ______________________
Principal Principal
[ ] Other __________________________________ ____________________________
Entity(ies) Represented Entity(ies) Represented
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Title or Type of Document:_____________________________________________________
Date of Document:__________________ Number of Pages:____________________________
Signer(s) Other Than Named Above:_______________________________________________
<PAGE>
EXHIBIT 10.6
DEFERRED FEE AGREEMENT
ELECTION FORM AND
BENEFICIARY DESIGNATION FORM
THIS AGREEMENT is made this 19th day of June, 1996 by and between Sierra Tahoe
Bancorp (the "Bancorp"), and Richard S. Gaston (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.
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).
TRB-05109610.1b-5/31
1
<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 Agreement.
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
deferral election under this Agreement by filing with the Bancorp a properly
completed Election Form. If no initial deferral is made all of the Fees will be
deferred 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 directors 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 the 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.
2
<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 Account 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
similar 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
statement 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 Bancorp
promise to pay such benefits. The Director's rights to such benefits are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by the Director's creditors.
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 balance 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 distribute 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.
3
<PAGE>
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 lifetime. 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 declared 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 representative 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 significantly 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 accounts 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
4
<PAGE>
a director of the Bancorp, nor does it interfere with the shareholders' rights
to replace the Director. 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,
transferred, assigned, pledged, attached or encumbered in any manner.
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.
5
<PAGE>
IN WITNESS WHEREOF, the Director and a duly authorized Bancorp officer have
signed this Agreement.
DIRECTOR
SIERRA TAHOE BANCORP
/s/ Richard S. Gaston
By: /s/ Richard Belstock
Title: SVP/ Controller
Consent of the Director's Spouse
to the Deferred Fee Agreement
I, Judith M. Gaston, being the spouse of Richard S. Gaston, after being afforded
the opportunity to consult with independent counsel of my choosing, do hereby
acknowledge that I have read, agree and consent to the foregoing Deferred Fee
Agreement (including the elections made on Exhibit I to such Deferred Fee
Agreement) entered into by my spouse on June 19, 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: June 20, 1996
/s/ Judith M. Gaston
_____________, Spouse
6
<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)
X 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 Account
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
effective until the next election term following the date on which the new
election form is received by the Bancorp, (ii) that any election to increase or
decrease 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: June 19, 1996
By: /s/ Richard S. Gaston
Title: Director
- ------------
(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 II
BENEFICIARY DESIGNATION FORM
I designate the following as beneficiary of benefits under the Deferred Fee
Agreement payable following my death:
Primary: Judith M. Gaston
Address and Relationship: 6130 Carriage House Way
Reno, NV 89509 Wife
Contingent: Richard S. Gaston, Jr. and Leslie C. Pierce each
Address and Relationship: to 1/2 (one-half) interest.
Son and daughter
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
designation 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.
Date: June 19, 1996
By: /s/ Richard S. Gaston
Title: Director
Accepted by the Bancorp this 24 day of June, 1996.
By: /s/ Richard Belstock
Title: SVP/ Controller
<PAGE>
Consent of the Director's Spouse
to the Above Beneficiary Designation
I, _____________, being the spouse of _________, after being afforded the
opportunity to consult with independent counsel of my choosing, do hereby
acknowledge that I have read, agree and consent to the foregoing Beneficiary
Designation which relates to the Deferred Fee Agreement entered into by my
spouse on ______________, 1996. I understand that the above Beneficiary
Designation adversely 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 consent, 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
authorized 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 Entity(ies) Represented
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Title or Type of Document:______________________________________________________
<PAGE>
Date of Document:__________________ Number of Pages:____________________________
Signer(s) Other Than Named Above:_______________________________________________
<PAGE>
EXHIBIT 10.7
DEFERRED FEE AGREEMENT
ELECTION FORM AND
BENEFICIARY DESIGNATION FORM
THIS AGREEMENT is made this 7th day of June, 1996 by and between Sierra Tahoe
Bancorp (the "Bancorp"), and A. Morgan Jones (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.
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).
TRB-05109610.1b-5/31
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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 Agreement.
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
deferral election under this Agreement by filing with the Bancorp a properly
completed Election Form. If no initial deferral is made all of the Fees will be
deferred 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 directors 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 the 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.
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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 Account 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
similar 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
statement 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 Bancorp
promise to pay such benefits. The Director's rights to such benefits are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by the Director's creditors.
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 balance 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 distribute 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.
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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 lifetime. 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 declared 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 representative 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 significantly 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 accounts 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
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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 Director. 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,
transferred, assigned, pledged, attached or encumbered in any manner.
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.
5
<PAGE>
IN WITNESS WHEREOF, the Director and a duly authorized Bancorp officer have
signed this Agreement.
DIRECTOR
SIERRA TAHOE BANCORP
/s/ A. Morgan Jones
By: /s/ Richard Belstock
Title: SVP/ Controller
Consent of the Director's Spouse
to the Deferred Fee Agreement
I, Loloma W. Jones, being the spouse of A. Morgan Jones, after being afforded
the opportunity to consult with independent counsel of my choosing, do hereby
acknowledge that I have read, agree and consent to the foregoing Deferred Fee
Agreement (including the elections made on Exhibit I to such Deferred Fee
Agreement) entered into by my spouse on June 7, 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:June 7, 1996
/s/ Loloma W. Jones
_____________, Spouse
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<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)
X 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 Account
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
effective until the next election term following the date on which the new
election form is received by the Bancorp, (ii) that any election to increase or
decrease 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: June 7, 1996
By: /s/ A. Morgan Jones
Title: Director
- -----------
(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 II
BENEFICIARY DESIGNATION FORM
I designate the following as beneficiary of benefits under the Deferred Fee
Agreement payable following my death:
Primary: Loloma W. Jones
Address and Relationship: 929 Northwoods Boulevard Unit 44
Incline Village 89450, NV
Randall M. Jones as to 1/3
Contingent: Jocelyn B. Jones as to 1/3
Address and Relationship: Jennifer Weeg as to 1/3
All of the above are children or stepchildren
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
designation 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.
Date: 6/7/96
By: /s/ A. Morgan Jones
Title: Director
Accepted by the Bancorp this 12 day of June, 1996.
By:/s/ Richard Belstock
Title: SVP/ Controller
<PAGE>
Consent of the Director's Spouse
to the Above Beneficiary Designation
I, _____________, being the spouse of _________, after being afforded the
opportunity to consult with independent counsel of my choosing, do hereby
acknowledge that I have read, agree and consent to the foregoing Beneficiary
Designation which relates to the Deferred Fee Agreement entered into by my
spouse on ______________, 1996. I understand that the above Beneficiary
Designation adversely 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 consent, 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
authorized 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 Entity(ies) Represented
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Title or Type of Document:______________________________________________________
<PAGE>
Date of Document:__________________ Number of Pages:________________________
Signer(s) Other Than Named Above:______________________________________________
<PAGE>
BENEFICIARY CONTINGENT LIST ADDRESSES
Randall M. Jones
Calle Las Torres
11 ESC 1,1 Piso
B. y C.
Murcia, 30005
Espana
Jocelyn Woodd
Apt C103
16101 Bothell Everett
Mill Creek, WA 98012
Jennifer Weeg
149 Henry Street
San Francisco, CA 94114
<PAGE>
EXHIBIT 10.8
DEFERRED FEE AGREEMENT
ELECTION FORM AND
BENEFICIARY DESIGNATION FORM
THIS AGREEMENT is made this 20 day of June, 1996 by and between Sierra Tahoe
Bancorp (the "Bancorp"), and John J. Johnson (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.
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).
TRB-05109610.1b-5/31
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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 Agreement.
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
deferral election under this Agreement by filing with the Bancorp a properly
completed Election Form. If no initial deferral is made all of the Fees will be
deferred 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 directors 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 the 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
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Promised Fee Share Account may be revised as provided for in the Plan.
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 Account 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
similar 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
statement 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 Bancorp
promise to pay such benefits. The Director's rights to such benefits are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by the Director's creditors.
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 balance 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
3
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hardship as described in Section 2.4, the Bancorp shall distribute 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 lifetime. 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 declared 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 representative 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 significantly 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 accounts 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
4
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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
Director. 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,
transferred, assigned, pledged, attached or encumbered in any manner.
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.
5
<PAGE>
IN WITNESS WHEREOF, the Director and a duly authorized Bancorp officer have
signed this Agreement.
DIRECTOR
SIERRA TAHOE BANCORP
/s/ John J. Johnson
By: /s/ Richard Belstock
Title: SVP/ Controller
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
acknowledge that I have read, agree and consent to the foregoing Deferred Fee
Agreement (including the elections made on Exhibit I to such Deferred Fee
Agreement) 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: 6/20/96, 1996
/s/ Shari M. Johnson
_____________, Spouse
6
<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)
X 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 Account
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
effective until the next election term following the date on which the new
election form is received by the Bancorp, (ii) that any election to increase or
decrease 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: 6/20/96
By: /s/ John J. Johnson
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 II
BENEFICIARY DESIGNATION FORM
I designate the following as beneficiary of benefits under the Deferred Fee
Agreement payable following my death:
Primary: Shari Johnson
Address and Relationship: 450 Paseo Perdiro Cathedral City, CA
92234
Contingent: Davi Johnson
Address and Relationship: son
- ------------------------------------------------------------------------------
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
designation 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.
Date: 6/20/96
By: /s/ John J. Johnson
Title:____________________________
Accepted by the Bancorp this 20 day of June, 1996.
By: /s/ Richard Belstock
Title: SVP/ Controller
<PAGE>
Consent of the Director's Spouse
to the Above Beneficiary Designation
I, Shari M. Johnson, being the spouse of John Johnson, after being afforded the
opportunity to consult with independent counsel of my choosing, do hereby
acknowledge that I have read, agree and consent to the foregoing Beneficiary
Designation which relates to the Deferred Fee Agreement entered into by my
spouse on ______________, 1996. I understand that the above Beneficiary
Designation adversely 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 consent, so that such attorney can explain the effects of this consent.
Dated: 6/20, 1996 /s/ Shari M. Johnson
_____________, 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
authorized 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 Entity(ies) Represented
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Title or Type of Document:_____________________________________________________
<PAGE>
Date of Document:__________________ Number of
Pages:______________________________
Signer(s) Other Than Named Above:_______________________________________________
<PAGE>
EXHIBIT 10.9
DEFERRED FEE AGREEMENT
ELECTION FORM AND
BENEFICIARY DESIGNATION FORM
THIS AGREEMENT is made this 19 day of June, 1996 by and between Sierra Tahoe
Bancorp (the "Bancorp"), and Jack V. Leonesio (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.
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).
TRB-05109610.1b-5/31
1
<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 Agreement.
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
deferral election under this Agreement by filing with the Bancorp a properly
completed Election Form. If no initial deferral is made all of the Fees will be
deferred 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 directors 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 the 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
2
<PAGE>
Promised Fee Share Account may be revised as provided for in the Plan.
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 Account 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
similar 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
statement 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 Bancorp
promise to pay such benefits. The Director's rights to such benefits are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by the Director's creditors.
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 balance 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
3
<PAGE>
shall distribute 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 lifetime. 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 declared 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 representative 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 significantly 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 accounts 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
4
<PAGE>
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
Director. 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, transferred, assigned, pledged, attached or encumbered in any manner.
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.
5
<PAGE>
IN WITNESS WHEREOF, the Director and a duly authorized Bancorp officer have
signed this Agreement.
DIRECTOR
SIERRA TAHOE BANCORP
/s/ Jack V. Leonesio
By: /s/ Richard Belstock
Title: SVP/ Controller
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
acknowledge that I have read, agree and consent to the foregoing Deferred Fee
Agreement (including the elections made on Exhibit I to such Deferred Fee
Agreement) 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
6
<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)
X 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 Account
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
effective until the next election term following the date on which the new
election form is received by the Bancorp, (ii) that any election to increase or
decrease 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: 6/19/1996
By: /s/ Jack V. Leonesio
Title: STB Director
- ------------
(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 II
BENEFICIARY DESIGNATION FORM
I designate the following as beneficiary of benefits under the Deferred Fee
Agreement payable following my death:
Primary: Mrs. Marilyn Waldren
Address and Relationship: 4879 Lakeridge Terrace Dr.
Reno, Nev. 89502 - (Mother)
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
designation 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.
Date: 6/19/1996
By: /s/ Jack V. Leonesio
Title: Director
Accepted by the Bancorp this 20 day of June, 1996.
By: /s/ Richard Belstock
Title: SVP/ Controller
<PAGE>
Consent of the Director's Spouse
to the Above Beneficiary Designation
I, _____________, being the spouse of _________, after being afforded the
opportunity to consult with independent counsel of my choosing, do hereby
acknowledge that I have read, agree and consent to the foregoing Beneficiary
Designation which relates to the Deferred Fee Agreement entered into by my
spouse on ______________, 1996. I understand that the above Beneficiary
Designation adversely 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 consent, 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 Nevada)
On June 19, 1996, 1996, before me, Jule Roberts, Notary
Public, State of California, personally appeared Jack V. Leonesio
[x] 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
authorized 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.
/s/ Julie Roberts
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 Entity(ies) Represented
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Title or Type of Document:_____________________________________________________
<PAGE>
Date of Document:__________________ Number of
Pages:______________________________
Signer(s) Other Than Named Above:_______________________________________________
<PAGE>
EXHIBIT 10.10
DEFERRED FEE AGREEMENT
ELECTION FORM AND
BENEFICIARY DESIGNATION FORM
THIS AGREEMENT is made this 13th day of June, 1996 by and between Sierra Tahoe
Bancorp (the "Bancorp"), and William McClintock (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.
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).
TRB-05109610.1b-5/31
1
<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 Agreement.
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
deferral election under this Agreement by filing with the Bancorp a properly
completed Election Form. If no initial deferral is made all of the Fees will be
deferred 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 directors 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 the 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
2
<PAGE>
Promised Fee Share Account may be revised as provided for in the Plan.
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 Account 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
similar 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
statement 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 Bancorp
promise to pay such benefits. The Director's rights to such benefits are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by the Director's creditors.
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 balance 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
3
<PAGE>
hardship as described in Section 2.4, the Bancorp shall distribute 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 lifetime. 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 declared 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 representative 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 significantly 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 accounts 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
4
<PAGE>
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
Director. 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,
transferred, assigned, pledged, attached or encumbered in any manner.
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.
5
<PAGE>
IN WITNESS WHEREOF, the Director and a duly authorized Bancorp officer have
signed this Agreement.
DIRECTOR
SIERRA TAHOE BANCORP
/s/ William W. McClintock
By: /s/ Richard Belstock
Title: SVP/ Controller
Consent of the Director's Spouse
to the Deferred Fee Agreement
I, Leslie A. McClintock, being the spouse of William W. McClintock, after being
afforded the opportunity to consult with independent counsel of my choosing, do
hereby acknowledge that I have read, agree and consent to the foregoing Deferred
Fee Agreement (including the elections made on Exhibit I to such Deferred Fee
Agreement) entered into by my spouse on June 13, 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: June 13, 1996
/s/ Leslie McClintock
_____________, Spouse
6
<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)
X 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 Account
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
effective until the next election term following the date on which the new
election form is received by the Bancorp, (ii) that any election to increase or
decrease 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: 6/13/96
By: /s/ William McClintock
Title: Director
- ------------
(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 II
BENEFICIARY DESIGNATION FORM
I designate the following as beneficiary of benefits under the Deferred Fee
Agreement payable following my death:
Primary: Leslie Ann McClintock
Address and Relationship: 902 S. Burnside Ave. (Wife)
Los Angeles, CA 90036
Contingent: Mark William McClintock
Address and Relationship: 9676 Clyde Ave. (Son)
Kenwood, CA 95452
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
designation 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.
Date: 13 June '96 By: /s/ William W. McClintock
Title: Director
Accepted by the Bancorp this 17 day of June, 1996.
By: /s/ Richard Belstock
Title: SVP/ Controller
<PAGE>
Consent of the Director's Spouse
to the Above Beneficiary Designation
I, _____________, being the spouse of _________, after being afforded the
opportunity to consult with independent counsel of my choosing, do hereby
acknowledge that I have read, agree and consent to the foregoing Beneficiary
Designation which relates to the Deferred Fee Agreement entered into by my
spouse on ______________, 1996. I understand that the above Beneficiary
Designation adversely 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 consent, 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
authorized 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 Entity(ies) Represented
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Title or Type of Document:_____________________________________________________
<PAGE>
Date of Document:__________________ Number of
Pages:______________________________
Signer(s) Other Than Named Above:_______________________________________________
<PAGE>
EXHIBIT 10.11
DEFERRED FEE AGREEMENT
ELECTION FORM AND
BENEFICIARY DESIGNATION FORM
THIS AGREEMENT is made this 29 day of May, 1996 by and between Sierra Tahoe
Bancorp (the "Bancorp"), and Jerrold T. Henley (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.
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).
TRB-05109610.1a-5/22
1
<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 Agreement.
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
deferral election under this Agreement by filing with the Bancorp a properly
completed Election Form. If no initial deferral is made all of the Fees will be
deferred 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 directors 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 the 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, the Director's deferral schedule with respect to his Cash Account
or Promised Fee Share Account
2
<PAGE>
shall be revised by the Bancorp's board of directors (or an authorized committee
of the Bancorp's board of directors) to the extent necessary to eliminate the
severe financial hardship. The severe financial hardship must be caused by an
accident, illness, or an event beyond the control of the Director.
ARTICLE 3
Deferral Account
3.1 Establishing and Crediting. The Bancorp shall establish a 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 Account 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
similar 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
statement 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 Bancorp
promise to pay such benefits. The Director's rights to such benefits are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by the Director's creditors.
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 balance 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.
3
<PAGE>
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 distribute 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 lifetime. 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 declared 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 representative 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
Claims and Review Procedures
6.1 Claims Procedure. The Bancorp shall notify the Director's
beneficiary in writing, within ninety (90) days of his or her written
application for benefits, of his or her eligibility or noneligibility for
benefits under the Agreement. If the Bancorp determines that the beneficiary is
not eligible for benefits or full benefits, the notice shall set forth (1) the
specific reasons for such denial, (2) a specific reference to the provisions of
the Agreement on which the denial is based, (3) a description of any additional
information or material necessary for the claimant to perfect his or her claim,
and a description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate information as to the steps to be
taken if the beneficiary wishes to have the claim reviewed. If the Bancorp
determines that there are special circumstances requiring additional time to
make a decision, the Bancorp shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.
6.2 Review Procedure. If the beneficiary is determined by the Bancorp
not to be eligible for benefits, or if the beneficiary believes that he or she
is entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Bancorp by filing a petition for
review with the Bancorp within sixty (60) days after receipt of the notice
issued by the Bancorp. Said petition shall state the specific reasons which the
beneficiary
4
<PAGE>
believes entitle him or her to benefits or to greater or different benefits.
Within sixty (60) days after receipt by the Bancorp of the petition,
the Bancorp shall afford the beneficiary (and counsel, if any) an opportunity to
present his or her position to the Bancorp orally or in writing, and the
beneficiary (or counsel) shall have the right to review the pertinent documents.
The Bancorp shall notify the beneficiary of its decision in writing within the
sixty-day period, stating specifically the basis of its decision, written in a
manner calculated to be understood by the beneficiary and the specific
provisions of the Agreement on which the decision is based. If, because of the
need for a hearing, the sixty-day period is not sufficient, the decision may be
deferred for up to another sixty-day period at the election of the Bancorp, but
notice of this deferral shall be given to the beneficiary.
ARTICLE 7
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 significantly 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 accounts 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 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Director and the
Bancorp, and their beneficiaries, survivors, executors, administrators and
transferees.
8.2 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
Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate services at any time.
8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
8.4 Tax Withholding. The Bancorp shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
8.5 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
5
<PAGE>
America.
8.6 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
Jerrold T. Henley
By: /s/ J. Henley / /s/ Richard Belstock
Title: Chairman / SVP/ Controller
6
<PAGE>
IN WITNESS WHEREOF, the Director and a duly authorized Bancorp officer have
signed this Agreement.
DIRECTOR
SIERRA TAHOE BANCORP
----------------------------
By: --------------------
Title: -------------------
Consent of the Director's Spouse
to the Deferred Fee Agreement
I, Carolina E. Henley, being the spouse of Jerrold t. Henley, after being
afforded the opportunity to consult with independent counsel of my choosing, do
hereby acknowledge that I have read, agree and consent to the foregoing Deferred
Fee Agreement (including the elections made on Exhibit I to such Deferred Fee
Agreement) entered into by my spouse in May, 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: June 20, 1996
/s/ Carolina E. Henley
_____________, Spouse
7
<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)
X 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.3
___ I elect to defer ___% of the remaining 2/3 of my Fees to the Cash
Account 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
effective until the next election term following the date on which the new
election form is received by the Bancorp, (ii) that any election to increase or
decrease 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
Jerrold T. Henley
Date: May 29, 1996
By: /s/ J. Henley
Title: Chairman
- --------
3 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 II
BENEFICIARY DESIGNATION FORM
I designate the following as beneficiary of benefits under the Deferred Fee
Agreement payable following my death:
Primary: The Sagehaven Trust of 1989
Address and Relationship: Husband & Wife Trustees as Co-Trustees
((Wife is therefore beneficiary in case of my death))
Contingent: ((See Trust))
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
designation 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.
Jerrold T. Henley
Date: May 29, 1996
By: /s/ J. Henley
Title: Chairman
Accepted by the Bancorp this 3 day of June, 1996.
By: /s/ Richard Belstock
Title: SVP/ Controller
<PAGE>
Consent of the Director's Spouse
to the Above Beneficiary Designation
I, _____________, being the spouse of _________, after being afforded the
opportunity to consult with independent counsel of my choosing, do hereby
acknowledge that I have read, agree and consent to the foregoing Beneficiary
Designation which relates to the Deferred Fee Agreement entered into by my
spouse on ______________, 1996. I understand that the above Beneficiary
Designation adversely 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 consent, 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
authorized 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 Entity(ies) Represented
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Title or Type of Document:______________________________________________________
<PAGE>
Date of Document:__________________ Number of
Pages:______________________________
Signer(s) Other Than Named Above:_______________________________________________
<PAGE>
TRB-04119606.1b-7/25
1
<PAGE>
EXHIBIT 10.12
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF SIERRA TAHOE
BANCORP'S COMMON STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE SIERRA TAHOE
BANCORP 1996 STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE
SHAREHOLDERS OF SIERRA TAHOE BANCORP.
SIERRA TAHOE BANCORP
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement (the "Agreement") is made and
entered into as of the 1st day of July, 1996, by and between Sierra Tahoe
Bancorp, a California corporation (the "Bancorp"), and William T. Fike
("Optionee");
WHEREAS, pursuant to the Sierra Tahoe Bancorp 1996 Stock Option Plan
(the "Plan"), a copy of which is attached hereto, the Stock Option Committee has
authorized granting to Optionee an incentive stock option to purchase all or any
part of two thousand four hundred eighty-four (2,484) authorized but unissued
shares of the Bancorp's common stock for cash at the price of fourteen dollars
and twenty-five cents ($14.25) per share, such option to be for the term and
upon the terms and conditions hereinafter stated;
NOW, THEREFORE, it is hereby agreed:
1. Grant of Option. Pursuant to said action of the Stock Option
Committee, the Bancorp hereby grants to Optionee the option to purchase,
upon and subject to the terms and conditions of
fike2.agr
1
<PAGE>
the Plan which is incorporated in full herein by this reference, all or any part
of two thousand four hundred eighty-four (2,484) shares of the Bancorp's common
stock (hereinafter called "stock") at the price of fourteen dollars and
twenty-five cents ($14.25) per share, which price is not less than one hundred
percent (100%) of the fair market value of the stock (or not less than 110% of
the fair market value of the stock for Optionee-shareholders who own securities
possessing more than ten percent (10%) of the total combined voting power of all
classes of securities of the Bancorp) as of the date of action of the Stock
Option Committee granting this option.
2. Exercisability. This option shall be exercisable upon grant. This
option shall remain exercisable as to all of such shares until July 1, 2006 (but
not later than ten (10) years from the date this option is granted) unless this
option has expired or terminated earlier in accordance with the provisions
hereof. Shares as to which this option becomes exercisable pursuant to the
foregoing provision may be purchased at any time prior to expiration of this
option.
3. Exercise of Option. This option may be exercised by written notice
delivered to the Bancorp stating the number of shares with respect to which this
option is being exercised, together with cash or shares of the Bancorp's stock,
as applicable, in the amount of the purchase price of such shares. Not less than
ten (10) shares may be purchased at any one time unless the number purchased is
the total number which may be purchased under this option and in no event may
the option be exercised with respect to fractional shares. Upon exercise,
Optionee shall make appropriate arrangements and shall be responsible for the
withholding of any federal and state taxes then due.
4. Cessation of Employment. Except as provided in Paragraphs 2 and 5
hereof, if Optionee shall cease to be an employee of the Bancorp or a subsidiary
corporation for any reason other than Optionee's death or disability, [as
defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended
from time to time (the "Code")], this option shall expire three (3) months
thereafter. During the three (3) month period this option shall be exercisable
only as to those installments, if
2
<PAGE>
any, which had accrued as of the date when Optionee ceased to be an employee of
the Bancorp or the subsidiary corporation.
5. Termination of Employment for Cause. If Optionee's employment with
the Bancorp or a subsidiary corporation is terminated for cause, this option
shall expire thirty (30) days from the date of such termination. Termination for
cause shall include, but not be limited to, termination for malfeasance or gross
misfeasance in the performance of duties or conviction of a crime involving
moral turpitude, and, in any event, the determination of the Board of Directors
with respect thereto shall be final and conclusive.
6. Nontransferability; Death or Disability of Optionee. This option
shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during Optionee's lifetime only by
Optionee. If Optionee dies while an employee of the Bancorp or a subsidiary
corporation, or during the three (3) month period referred to in Paragraph 4
hereof, this option shall expire one (1) year after the date of Optionee's death
or on the day specified in Paragraph 2 hereof, whichever is earlier. After
Optionee's death but before such expiration, the persons to whom Optionee's
rights under this option shall have passed by will or by the applicable laws of
descent and distribution or the executor or administrator of Optionee's estate
shall have the right to exercise this option as to those shares for which
installments had accrued under Paragraph 2 hereof as of the date on which
Optionee ceased to be an employee of the Bancorp or a subsidiary corporation.
If Optionee terminates his or her employment because of disability, (as
defined in Section 22(e)(3) of the Code), Optionee may exercise this option to
the extent he or she is entitled to do so at the date of termination, at any
time within one (1) year of the date of termination, or before the expiration
date specified in Paragraph 2 hereof, whichever is earlier.
3
<PAGE>
7. Employment. This Agreement shall not obligate the Bancorp or a
subsidiary corporation to employ Optionee for any period, nor shall it
interfere in any way with the right of the Bancorp or a subsidiary
corporation to reduce Optionee's compensation. 8. Privileges of Stock
Ownership. Optionee shall have no rights as a shareholder with respect to
the Bancorp's stock subject to this option until the date of issuance of
stock certificates to Optionee. Except as provided in the Plan, no
adjustment will be made for dividends or other rights for which the record
date is prior to the date such stock certificates are issued. 9.
Modification and Termination. The rights of Optionee are subject to
modification and termination upon the occurrence of certain events as
provided in Sections 13 and 14 of the Plan. 10. Notification of Sale.
Optionee agrees that Optionee, or any person acquiring shares upon exercise
of this option, will notify the Bancorp not more than five (5) days after
any sale or other disposition of such shares. 11. Representations of
Optionee. No shares issuable upon the exercise of this option shall be
issued and delivered unless and until the Bancorp has complied with all
applicable requirements of California and federal law and of the Securities
and Exchange Commission and the California Department of Corporations
pertaining to the issuance and sale of such shares, and all applicable
listing requirements of the securities exchanges, if any, on which shares
of the Bancorp of the same class are then listed. Optionee agrees to
ascertain that such requirements shall have been complied with at the time
of any exercise of this option. In addition, if the Optionee is an
"affiliate" for purposes of the Securities Act of 1933, there may be
additional restrictions on the resale of stock, and Optionee therefore
agrees to ascertain what those restrictions are and to abide by the
restrictions and other applicable federal and state securities laws.
Furthermore, the Bancorp may, if it deems appropriate, issue stop transfer
instructions against any shares of stock purchased upon the exercise of
this option and affix to any certificate representing such shares the
legends which the Bancorp deems appropriate.
4
<PAGE>
Optionee represents that the Bancorp, its directors, officers,
employees and agents have not and will not provide tax advice with respect to
the option, and Optionee agrees to consult with his or her own tax advisor as to
the specific tax consequences of the option, including the application and
effect of federal, state, local and other tax laws.
12. Notices. Any notice to the Bancorp provided for in this Agreement
shall be addressed to it in care of its President or Chief Financial Officer at
its main office and any notice to Optionee shall be addressed to Optionee's
address on file with the Bancorp or a subsidiary corporation, or to such other
address as either may designate to the other in writing. Any notice shall be
deemed to be duly given if and when enclosed in a properly sealed envelope and
addressed as stated above and deposited, postage prepaid, with the United States
Postal Service. In lieu of giving notice by mail as aforesaid, any written
notice under this Agreement may be given to Optionee in person, and to the
Bancorp by personal delivery to its President or Chief Financial Officer.
13. Incentive Stock Option. This Agreement is intended to be an
incentive stock option agreement as defined in Section 422 of the Code.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
OPTIONEE
SIERRA TAHOE BANCORP
By /s/ W. T. Fike By /s/ J. Henley
Chairman
5
<PAGE>
By_________________________
6
<PAGE>
EXHIBIT 10.13
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF SIERRA TAHOE
BANCORP'S COMMON STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE SIERRA TAHOE
BANCORP 1996 STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE
SHAREHOLDERS OF SIERRA TAHOE BANCORP.
SIERRA TAHOE BANCORP
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement (the "Agreement") is made and
entered into as of the 1st day of July, 1996, by and between Sierra Tahoe
Bancorp, a California corporation (the "Bancorp"), and William T. Fike,
("Optionee");
WHEREAS, pursuant to the Sierra Tahoe Bancorp 1996 Stock Option Plan
(the "Plan"), a copy of which is attached hereto, the Stock Option Committee has
authorized granting to Optionee a nonqualified stock option to purchase all or
any part of forty-seven thousand five hundred and sixteen (47,516) authorized
but unissued shares of the Bancorp's common stock for cash at the price of
fourteen dollars and twenty-five cents ($14.25) per share, such option to be for
the term and upon the terms and conditions hereinafter stated;
NOW, THEREFORE, it is hereby agreed:
fike3.agr
1
<PAGE>
1. Grant of Option. Pursuant to said action of the Stock Option
Committee, the Bancorp hereby grants to Optionee the option to purchase, upon
and subject to the terms and conditions of the Plan which is incorporated in
full herein by this reference, all or any part of forty-seven thousand five
hundred and sixteen (47,516) shares of the Bancorp's common stock (hereinafter
called "stock") at the price of fourteen dollars and twenty-five cents ($14.25)
per share, which price is not less than one hundred percent (100%) of the fair
market value of the stock (or not less than 110% of the fair market value of the
stock for Optionee-shareholders who own securities possessing more than ten
percent (10%) of the total combined voting power of all classes of securities of
the Bancorp) as of the date of action of the Stock Option Committee granting
this option.
2. Exercisability. This option shall be exercisable upon grant. This
option shall remain exercisable as to all of such shares until July 1, 2006 (but
not later than ten (10) years from the date this option is granted) unless this
option has expired or terminated earlier in accordance with the provisions
hereof. Shares as to which this option becomes exercisable pursuant to the
foregoing provision may be purchased at any time prior to expiration of this
option.
3. Exercise of Option. This option may be exercised by written notice
delivered to the Bancorp stating the number of shares with respect to which this
option is being exercised, together with cash or shares of the Bancorp's stock,
as applicable, in the amount of the purchase price of such shares. Not less than
ten (10) shares may be purchased at any one time unless the number purchased is
the total number which may be purchased under this option and in no event may
the option be exercised with respect to fractional shares. Upon exercise,
Optionee shall make appropriate arrangements and shall be responsible for the
withholding of any federal and state taxes then due.
4. Cessation of Employment. Except as provided in Paragraphs 2 and 5
hereof, if Optionee shall cease to be an employee of the Bancorp or a subsidiary
corporation for any reason other than Optionee's death or disability, [as
defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended
from time to time (the "Code")] this option shall expire three (3) months
thereafter.
2
<PAGE>
During the three (3) month period this option shall be exercisable only as to
those installments, if any, which had accrued as of the date when Optionee
ceased to be an employee of the Bancorp or the subsidiary corporation.
5. Termination of Employment for Cause. If Optionee's employment with
the Bancorp or a subsidiary corporation is terminated for cause, this option
shall expire thirty (30) days from the date of such termination. Termination for
cause shall include, but not be limited to, termination for malfeasance or gross
misfeasance in the performance of duties or conviction of a crime involving
moral turpitude, and, in any event, the determination of the Board of Directors
with respect thereto shall be final and conclusive.
6. Nontransferability; Death or Disability of Optionee. This option
shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during Optionee's lifetime only by
Optionee. If Optionee dies while serving as an employee of the Bancorp or a
subsidiary corporation, or during the three (3) month period referred to in
Paragraph 4 hereof, this option shall expire one (1) year after the date of
Optionee's death or on the day specified in Paragraph 2 hereof, whichever is
earlier. After Optionee's death but before such expiration, the persons to whom
Optionee's rights under this option shall have passed by will or by the
applicable laws of descent and distribution or the executor or administrator of
Optionee's estate shall have the right to exercise this option as to those
shares for which installments had accrued under Paragraph 2 hereof as of the
date on which Optionee ceased to be an employee of the Bancorp or a subsidiary
corporation.
If Optionee terminates his or her employment because of disability, (as
defined in Section 22(e)(3) of the Code), Optionee may exercise this option to
the extent he or she is entitled to do so at the date of termination, at any
time within one (1) year of the date of termination, or before the expiration
date specified in Paragraph 2 hereof, whichever is earlier.
3
<PAGE>
7. Employment. This Agreement shall not obligate the Bancorp or a
subsidiary corporation to employ Optionee for any period, nor shall it
interfere in any way with the right of the Bancorp or a subsidiary
corporation to reduce Optionee's compensation.
8. Privileges of Stock Ownership. Optionee shall have no rights as a
shareholder with respect to the Bancorp's stock subject to this option until the
date of issuance of stock certificates to Optionee. Except as provided in the
Plan, no adjustment will be made for dividends or other rights for which the
record date is prior to the date such stock certificates are issued.
9. Modification and Termination. The rights of Optionee are subject to
modification and termination upon the occurrence of certain events as
provided in Sections 13 and 14 of the Plan.
10. Notification of Sale. Optionee agrees that Optionee, or any person
acquiring shares upon exercise of this option, will notify the Bancorp not more
than five (5) days after any sale or other disposition of such shares.
11. Representations of Optionee. No shares issuable upon the exercise
of this option shall be issued and delivered unless and until the Bancorp has
complied with all applicable requirements of California and federal law and of
the Securities and Exchange Commission and the California Department of
Corporations pertaining to the issuance and sale of such shares, and all
applicable listing requirements of the securities exchanges, if any, on which
shares of the Bancorp of the same class are then listed. Optionee agrees to
ascertain that such requirements shall have been complied with at the time of
any exercise of this option. In addition, if the Optionee is an "affiliate" for
purposes of the Securities Act of 1933, there may be additional restrictions on
the resale of stock, and Optionee therefore agrees to ascertain what those
restrictions are and to abide by the restrictions and other applicable federal
and state securities laws.
Furthermore, the Bancorp may, if it deems appropriate, issue stop
transfer instructions against any shares of stock purchased upon the exercise of
this option and affix to any certificate representing such shares the legends
which the Bancorp deems appropriate.
4
<PAGE>
Optionee represents that the Bancorp, its directors, officers,
employees and agents have not and will not provide tax advice with respect to
the option, and Optionee agrees to consult with his or her own tax advisor as to
the specific tax consequences of the option, including the application and
effect of federal, state, local and other tax laws.
12. Notices. Any notice to the Bancorp provided for in this Agreement
shall be addressed to it in care of its President or Chief Financial Officer at
its main office and any notice to Optionee shall be addressed to Optionee's
address on file with the Bancorp or a subsidiary corporation, or to such other
address as either may designate to the other in writing. Any notice shall be
deemed to be duly given if and when enclosed in a properly sealed envelope and
addressed as stated above and deposited, postage prepaid, with the United States
Postal Service. In lieu of giving notice by mail as aforesaid, any written
notice under this Agreement may be given to Optionee in person, and to the
Bancorp by personal delivery to its President or Chief Financial Officer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
OPTIONEE
SIERRA TAHOE BANCORP
By /s/ W. T. Fike By /s/ J. Henley
Chairman
By______________________________
5
<PAGE>
EXHIBIT 10.14
FIXED PRICE CONSTRUCTION AGREEMENT
THIS FIXED PRICE CONSTRUCTION AGREEMENT (the "Agreement") is made and
entered into this 12th day of June, 1996 by and between the following parties:
SierraWest Bank, a Nevada Banking Corporation, whose address is 4950 Kietzke
Lane, Reno, Nevada 89509 hereinafter "Bank"), and Shaver Construction, Inc., a
Nevada Corporation, whose address is 9 Greg Street, Sparks, Nevada 89431
hereinafter "Contractor") and concerns the following Recitals:
W I T N E S S E T H:
WHEREAS, Bank currently owns that certain parcel of unimproved real
property located at the Southeast corder of Nye Lane and Carson Street
(Highway 395) in the City of Carson, County of Carson, State of Nevada
and specifically described in Exhibit "A" attached hereto and
incorporated herein consisting of approximately 1.15 acres in size (the
"Property"); and
WHEREAS, Contractor is an experienced licensed contractor within the
State of Nevada and has agreed, at the specific request of Bank, to
construct upon the property described
7
<PAGE>
in Exhibit "A" pursuant to this Agreement a first class freestanding
bank branch office according to the plans, specifications and design
attached hereto as Exhibit "B" and incorporated herein by this
reference as if set forth in full and consisting of one level with an
aggregate square footage of approximately Five Thousand Four Hundred
(5,400) square feet (the "Building"); and
WHEREAS, Bank and Contractor wish to formalize their intentions with
regard to the construction design, cost and completion of the Building;
NOW, THEREFORE, Bank and Contractor agree as follows:
1. Purpose of Agreement; Incorporation of Recitals. The purpose of this
Agreement is to establish the respective terms, conditions, rights and
obligations regarding the construction of the Building upon the Property. In
that regard, the above-referenced Recitals are incorporated into this Agreement.
2. Relationship of Bank and Contractor. Bank and Contractor agree and
restate that the relationship by and between the parties under this Agreement
shall be one between property owner and licensed contractor/Contractor. Bank and
Contractor are not joint venturers or partners with regard to this Agreement.
3. Approved Architect and Engineer; Approved Plans, Specifications and
Design; Change Orders; Quality of Construction. It is intended that
Contractor build the building according to the construction plans,
including all drive-thru, parking areas and landscaping
8
<PAGE>
required therein. The architect and engineer for the project shall be Don Mackey
and Lumis and Associates, respectively. The architect and engineer shall not be
changed by Bank or Contractor without the other parties written concurrence;
that approval not to be unreasonably withheld. The plans, specifications and
design of the building to be built and surrounding drive-thru, parking areas and
landscaping shall be according to the following approved plans and
specifications: See Plans attached hereto as Exhibit "B". These approved plans,
specification and design shall be referred to herein as the "Plans". Except as
to matters requiring immediate change, and for which no possible consent could
be obtained in sufficient time, the approved Plans may be changed only upon the
prior mutual written consent of Bank and Contractor. No adjustment shall be made
for items included within the original plans or that decrease the cost of
completion since this is a fixed price agreement. Any adjustments for additional
items or changes rendering the project more expensive to complete shall specify
the new price to complete that changed project component and the new cost of the
entire project and any affect upon completion time being clearly noted thereon
by Contractor. No adjustments for cost or completion date shall be allowed to be
unilaterally elected by Contractor as to any matter reasonably within the
original approved Plans. Any additional changes in addition to the original
approved Plans shall be assumed to be within the current construction cost and
completion schedule unless specifically stated as set forth above in the written
change order. Any additive change orders will carry a fifteen percent (15%)
overhead and profit markup. Deductive change orders will be at cost only.
4. Construction Cost; Fixed Price Agreement; Exceeding Fixed Price. The
cost for the construction of the building, including, but not limited to all
drive-thru, parking and landscaping required by the Plans and project
construction expenses shall be the sum of Six Hundred Sixty-Eight Thousand Eight
Hundred Dollars ($668,800.00) (hereinafter referred to as the "Fixed
9
<PAGE>
Price"). The Fixed Price may be adjusted only by change orders executed only in
compliance with Paragraph 3, above. Contractor shall assume the risk of any
construction costs that exceed the Fixed Price, plus approved change orders for
additional work. Draws and disbursements by Bank (or Bank's lending institution)
to Contractor shall be in accordance with the schedule set forth in Exhibit "C".
5. Start Date; Completion Date; Penalties For Not Meeting Completion
Date. Construction shall commence promptly after the appropriate building
permits and approval have been obtained after diligent attempt to obtain same.
Work shall proceed without interruption for One Hundred Fifty (150) calendar
days when the project shall be completed and be ready for normal use and
occupancy.
6. Default; Lien Free Status of Project. Failure to adhere to this
Agreement by either Bank or Contractor shall result in a default and shall
accord the party otherwise in accordance with this Agreement to seek damages or
equitable relief as allowed by applicable law in conformance with the dispute
resolution procedure stated in Paragraph 7, below. During all times, Contractor
shall maintain a lien free status for all work performed as to the project for
which Bank has paid sums with regard to.
7. Arbitration of Disputes. All disputes regarding this Agreement shall
be resolved by final and binding arbitration according to the commercial
construction dispute resolution rules of the American Arbitration Association.
Venue shall be in Reno, Nevada. Arbitration shall be commenced within 30 days of
the first demand for arbitration being made and shall be completed within 100
days of the first demand for arbitration. Any disputes under $25,000 shall be
resolved
10
<PAGE>
by a single arbitrator. Any disputes over that amount shall be resolved by a
panel of three (3) arbitrators. The decision of the arbitrator(s) shall be final
and binding and may include an award of legal fees, costs and expenses.
8. Miscellaneous. All customary building and system warranties shall be
assigned to Bank at completion of construction. This Agreement may not be
assigned by Contractor without the prior written consent of Bank. Contractor
shall identify all subcontractors intended to be used on the project to Bank and
Bank shall have the right to give preference as subcontractors to Bank
customer/tradesmen who serve that particular trade where appropriate and where
the project cost would not be increased by that use of bank customer/tradesmen.
This Agreement shall be construed according to the laws of the State of Nevada.
This Agreement shall only be amended in writing, signed by each party hereto.
This Agreement may be executed in counterparts. Gender and tense shall be read
in context and shall include singular, plural, masculine, feminine and neuter,
where applicable. This Agreement is the result of negotiation and shall not be
construed against either party as draftsperson.
11
<PAGE>
IN WITNESS WHEREOF, we have executed this Agreement on the
above-referenced date in Reno, Nevada.
BANK:
SIERRAWEST BANK,
a Nevada Corporation
By: /s/ David A. Funk
David A. Funk
Its: President/CEO
Contractor:
SHAVER CONSTRUCTION, INC.
a Nevada Corporation
12
<PAGE>
By: /s/ Deane Shaver
Deane Shaver
Its: President
contract\shaver.3
13
<PAGE>
EXHIBIT "A"
Legal Description
<PAGE>
EXHIBIT "B"
Plans, Specifications and Design
<PAGE>
EXHIBIT "C"
Draw Disbursement Schedule
<PAGE>
Exhibit 11
Sierra Tahoe Bancorp and Subsidiaries
Computation of Earnings Per Common Share
(Amounts in thousands except per share amounts)
<TABLE>
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
06/30/96 06/30/95 06/30/96 06/30/95
<S> <C> <C> <C> <C>
Primary
Net income $ 388 $ 436 $ 956 $ 964
=========== ========== ========== ==========
Shares
Weighted average number of common
shares outstanding 2,668 2,610 2,634 2,615
Assuming exercise of options reduced by the number
of shares which could have
been purchased with the proceeds from
exercise of such option 131 74 119 71
----------- ---------- ---------- ----------
Weighted average number of common
shares outstanding as adjusted 2,799 2,684 2.753 2,686
=========== ========== ========== ==========
Net income per share $ 0.14 $ 0.16 $ 0.35 $ 0.36
=========== ========== ========== ==========
Assuming full dilution
<PAGE>
Earnings $ 388 $ 436 $ 956 $ 964
Add after tax interest expense
applicable to convertible debentures 112 125 233 250
----------- ---------- ---------- ----------
Net income $ 500 $ 561 $ 1,189 $ 1,214
=========== ========== ========== ==========
Shares
Weighted average number of common
shares outstanding 2,668 2,610 2,634 2,615
Assuming conversion of
convertible debentures 930 1,000 962 1,000
Assuming exercise of options reduced by
the number of shares which could have
been purchased with the proceeds
from exercise of such options 144 86 135 78
----------- ---------- ---------- ----------
Weighted average number of common
shares outstanding as adjusted 3,742 3,696 3,731 3,693
=========== ========== ========== ==========
Net income per share assuming full
dilution $ 0.13 $ 0.15 $ 0.32 $ 0.33
=========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 21,209
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 10,600
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 24,458
<INVESTMENTS-CARRYING> 2,369
<INVESTMENTS-MARKET> 2,361
<LOANS> 285,068
<ALLOWANCE> 4,614
<TOTAL-ASSETS> 373,252
<DEPOSITS> 328,392
<SHORT-TERM> 0
<LIABILITIES-OTHER> 4,708
<LONG-TERM> 9,215
0
0
<COMMON> 11,495
<OTHER-SE> 19,442
<TOTAL-LIABILITIES-AND-EQUITY> 373,252
<INTEREST-LOAN> 13,983
<INTEREST-INVEST> 777
<INTEREST-OTHER> 470
<INTEREST-TOTAL> 15,230
<INTEREST-DEPOSIT> 5,288
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<INTEREST-INCOME-NET> 9,592
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<SECURITIES-GAINS> (6)
<EXPENSE-OTHER> 10,830
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<INCOME-PRE-EXTRAORDINARY> 956
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<EPS-PRIMARY> .35
<EPS-DILUTED> .32
<YIELD-ACTUAL> 6.27
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<ALLOWANCE-CLOSE> 4,614
<ALLOWANCE-DOMESTIC> 4,614
<ALLOWANCE-FOREIGN> 0
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</TABLE>
