SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SierraWest Bancorp
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(Exact name of registrant specified in its charter)
California 68-0091859
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10181 Truckee-Tahoe Airport Road, Truckee, CA 96161
(Address of Principal Executive Offices)
SierraWest Bancorp 1996 Stock Option Plan, as Amended
(Full Title of the Plan)
David Broadley, Executive Vice President & Chief Financial Officer
10181 Truckee-Tahoe Airport Road, Truckee, CA 96161
(Name and Address of Agent for Service)
(916) 582-3000
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (a) per share (b) price fee
Common Stock 450,000 shares $15.00 $6,750,000 $2,327.59
(No par value)
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(a) The number of shares being registered is the number of shares issuable under
the SierraWest Bancorp 1996 Stock Option Plan, as Amended (the "Plan").
Because of certain events specified in the Plan, an indeterminate number of
shares may additionally become subject to issuance under the Plan.
(b) Estimated pursuant to Rule 457(h) solely for the purpose of computing the
registration fee, utilizing $ 15.00 as the average of the high and low price
of SierraWest Bancorp's common stock as of September 25, 1996.
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PART II
Item 3. Incorporation of Documents by Reference
SierraWest Bancorp (the "Registrant") hereby incorporates by reference the
documents listed below. All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents.
(a) The Registrant's last annual report filed on Form 10-K for December 31, 1995
filed by the Registrant pursuant to Section 13 of the Securities Exchange
Act of 1934.
(b) The Registrant's quarterly reports filed on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996.
(c) The Registrant's current reports filed on Form 8-K, dated January 2, January
3 and April 9, 1996.
(d) The description of the Registrant's common stock is contained in its
Registration Statement filed under the Securities Act of 1933, Form S-2,
dated January 12, 1994. Form 8-A, filed January 3, 1996, registered rights
attaching to the Registrant's stock.
Any statement contained herein or in any document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that another statement contained herein or
in any other subsequently filed document, which also is incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None of the named experts or counsel of Registrant has significant interests in
Registrant.
Item 6. Indemnification of Directors and Officers
The Articles of Incorporation and bylaws of the Registrant provide for
indemnification of agents including directors, officers and employees to the
maximum extent allowed by California law including the use of indemnity
agreements. The Articles of Incorporation of the Registrant further provide for
the elimination of directors' liability for monetary damages to the maximum
extent allowed by California law. The indemnification laws of the State of
California generally allow indemnification, in matters not involving the right
of the corporation, to an agent of the corporation if such person acted in good
faith, in a manner such person reasonably believed to be in the best interests
of the corporation and in the case of a criminal matter, had no reasonable cause
to believe the conduct of such person was unlawful. California law, with respect
to matters involving the right of a corporation, allows indemnification of an
agent of the corporation, if such person acted in good faith, in a manner such
person believed to be in the best interests of the corporation and its
shareholders; provided that there shall be no indemnification for: (i) amounts
paid in settlements without court approval for a pending action; (ii) expenses
occurred in defending a pending action which is settled or otherwise disposed of
without court approval; (iii) matters in which such person shall have been
adjudged to be liable to the corporation unless the court determines that such
person is entitled to be indemnified; or (iv) other matters specified in the
California Corporations Code.
In addition, the Registrant has the power to purchase and maintain insurance on
behalf of any agent of the Registrant against any liability asserted against or
incurred by the agent in such capacity or arising out of the agent's status as
such whether or not the Registrant would have the power to indemnify the agent
against such liability under the applicable provisions of the Registrant's
Bylaws.
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Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
5.1 Opinion re: Legality
23.1 Consent of Deloitte & Touche LLP
99.1 SierraWest Bancorp 1996 Stock Option Plan, as Amended, and Agreements
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (1)
(i) and (1) (ii) do not apply if the Registration Statement is
on Form S-3 or Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Truckee, California, on September 26, 1996.
SIERRAWEST BANCORP
/s/ William T. Fike
William T. Fike
President & CEO
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Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Director, Principal
/s/ William T. Fike, Executive Officer September 26, 1996
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William T. Fike
/s/ Jerrold T. Henley, Chairman September 26, 1996
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Jerrold T. Henley
/s/ David W. Clark, Director September 26, 1996
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David W. Clark
/s/ Ralph J. Coppola, Director September 26, 1996
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Ralph J. Coppola
/s/ Richard S. Gaston, Director September 26, 1996
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Richard S. Gaston
/s/ John J. Johnson, Director September 26, 1996
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John J. Johnson
/s/ Ronald A. Johnnson, Director September 26, 1996
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Ronald A. Johnson
/s/ A. Morgan Jones, Director September 26, 1996
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A. Morgan Jones
/s/ Jack V. Leonesio, Director September 26, 1996
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Jack V. Leonesio
Director
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William W. McClintock
/s/ Thomas M. Watson, Director September 26, 1996
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Thomas M. Watson
Principal Financial
Officer, Principal
/s/ David C. Broadley Acocunting Officer September 26, 1996
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David C. Broadley
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EXHIBIT 5.1
GARY STEVEN FINDLEY* TELEPHONE
THOMAS Q. KWAN (714) 630-7136
LAURA DEAN-RICHARDSON TELECOPIER
(714) 630-7910
*A PROFESSIONAL CORPORATION (714) 630-2279
G A R Y S T E V E N F I N D L E Y & A S S O C I A T E S
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
1470 NORTH HUNDLEY STREET
ANAHEIM, CALIFORNIA 92806
September 25, 1996
SierraWest Bancorp
10181 Truckee-Tahoe Airport Road
Truckee, CA 96161
RE: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the form of Registration Statement to be filed
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, for the offer and sale, pursuant
to the SierraWest Bancorp 1996 Stock Option Plan, as amended of 450,000 shares
of your common stock, no par value (the "Common Stock") issuable upon exercise
of stock options to be granted under the SierraWest Bancorp 1996 Stock Option
Plan, as amended. We are familiar with the actions taken or to be taken in
connection with the authorization, issuance and sale of the Common Stock.
It is our opinion that, subject to said proceedings being duly taken and
completed as now contemplated before the issuance of the Common Stock, said
Common Stock, will, upon the issuance and sale thereof in accordance with the
SierraWest Bancorp 1996 Stock Option Plan referred to in the Registration
Statement, be legally and validly issued and fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement.
Respectfully submitted,
GARY STEVEN FINDLEY & ASSOCIATES
By: /s/ Gary Findley
Gary Steven Findley
Attorney at Law
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<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation bt reference in this Registration Statement of
SierraWest Bancorp on Form S-8 of our report dated January 31, 1996, appearing
in the Annual Report on Form 10-K of Sierra Tahoe Bancorp for the year ended
December 31, 1995.
/s/ Deloitte & Touche, LLP
Sacramento, California
September 26, 1996
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<PAGE>
EXHIBIT 99.1
SIERRAWEST BANCORP
1996 STOCK OPTION PLAN, AS AMENDED
1. Purpose
The purpose of the SierraWest Bancorp 1996 Stock Option Plan (the
"Plan") is to provide SierraWest Bancorp (the "Bancorp") and those corporations
which are or may become a parent or subsidiary corporation of the Bancorp an
additional means of attracting and retaining eligible officers and employees by
offering them an opportunity to participate in the Bancorp's future performance
through awards of stock options.
2. Definitions
"Affiliate" means any corporation that directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control
with Bancorp, where "control" (including the terms "controlled by" and "under
common control with") means the possession, direct or indirect, of the power to
cause the direction of the management and policies of the corporation, whether
through the ownership of voting securities, by contract or otherwise.
"Bancorp" means SierraWest Bancorp, a California corporation.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means a committee of the Bancorp's board of directors consisting of
two or more persons each of whom shall be a Disinterested Person and an Outside
Director.
"Disinterested Person" means a director who (i) is not currently an officer (as
defined in 17 CFR 240.16a-1(f)) of Bancorp or a parent or subsidiary of the
Bancorp, or otherwise currently employed by the Bancorp or a parent or
subsidiary of the Bancorp, (ii) does not receive compensation, either directly
or indirectly, from Bancorp or a parent or subsidiary of the Bancorp, for
services rendered as a consultant or in any capacity other than as a director,
except for an amount that does not exceed the dollar amount for which disclosure
would be required pursuant to 17 CFR 229.404(a) (Item 404(a) of Regulation S-K),
(iii) does not possess an interest in any other transaction for which disclosure
would be required pursuant to 17 CFR 229.404(a) (Item 404(a) of Regulation S-K),
and (iv) is not engaged in a business relationship for which disclosure would be
required pursuant to 17 CFR 229.404(b) (Item 404(b) of Regulation S-K).
"Fair Market Value" means, as of any date, the value of a share of Bancorp
common stock determined as follows:
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(a) if such Bancorp common stock is then quoted on the Nasdaq
National Market, its closing price on the Nasdaq National
Market on the last trading day prior to the date of
determination as reported in The Wall Street Journal;
(b) if such Bancorp common stock is then publicly traded and is
listed on a national securities exchange, its closing price on
the last trading day prior to the date of determination on the
principal national securities exchange on which the Bancorp
common stock is listed or admitted to trading as reported in
The Wall Street Journal;
(c) if such Bancorp common stock is publicly traded but is not
quoted on the Nasdaq National Market nor listed or admitted to
trading on a national securities exchange, the average of the
closing bid and asked prices on the last trading day prior to
the date of determination as reported in The Wall Street
Journal; or
(d) if none of the foregoing is applicable, by the Committee in
good faith.
"Outside Director" means any director who is not: (a) a current employee of the
Bancorp or any subsidiary of the Bancorp; (b) a former employee of the Bancorp
or any Parent, Subsidiary or Affiliate of the Bancorp who is receiving
compensation for prior services (other than benefits under a tax-qualified
pension plan); (c) a current or former officer of the Bancorp or any Parent,
Subsidiary or Affiliate of the Bancorp; or (d) currently receiving compensation
for personal services in any capacity, other than as a director, from the
Bancorp or any Parent, Subsidiary or Affiliate of the Bancorp; provided,
however, that at such time as the term "Outside Director", as used in Section
162(m) of the Code is defined in regulations promulgated under Section 162(m) of
the Code, "Outside Director" will have the meaning set forth in such
regulations, as amended from time to time and as interpreted by the Internal
Revenue Service.
"Parent" means any corporation (other than the Bancorp) in an unbroken chain of
corporations ending with the Bancorp if, at the time of the granting of a stock
option under this Plan, each of such corporations other than the Bancorp owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
"Subsidiary" means any corporation (other than the Bancorp) in an unbroken chain
of corporations beginning with the Bancorp if, at the time of granting of the
stock option under this Plan, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
3. Administration
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This Plan shall be administered by the Committee appointed by the Board
of Directors of the Bancorp. Any action of the Committee with respect to the
administration of the Plan shall be taken pursuant to a majority vote, or the
unanimous written consent, of its members. Subject to the express provisions of
the Plan, the Committee shall have the authority to construe and interpret the
Plan, define the terms used herein, prescribe, amend and rescind, the rules and
regulations relating to administration of the Plan, and make all other
determinations necessary or advisable for administration of the Plan.
All decisions, determinations, interpretations or other actions by the
Committee shall be final, conclusive and binding on all persons, optionees,
grantees, and any successors-in-interest to such parties.
4. Incentive Stock Options
All options granted which are designated at the time of grant as an
"incentive stock option" shall be deemed an incentive stock option.
(a) Incentive stock options granted under this Plan are intended
to be qualified under Section 422 of the Code.
(b) Officers, who are employees and employees of the Bancorp or of
a Parent or Subsidiary of the Bancorp, shall be eligible for
selection to participate in grants of incentive stock options.
Subject to the express provisions of the Plan, the Committee
shall (i) select from the eligible class of employees and
determine the individuals to whom incentive stock options
shall be granted, (ii) determine the terms and provisions of
the respective incentive stock option agreements (which need
not be identical), (iii) the times at which such incentive
stock options shall be granted, and (iv) the number of shares
of Bancorp common stock acquirable by such incentive stock
options subject to the limitation described in subsection 4(f)
below. An individual who has been granted an incentive stock
option hereunder may, if he or she is otherwise eligible, be
granted additional incentive stock options if the Committee
shall so determine.
(c) Except as described in subsection 4(e) below, the Committee
shall not grant an incentive stock option to purchase shares
of the Bancorp's common stock to any individual who, at the
time of the grant, owns stock possessing more than 10% of the
total combined voting power or value of all classes of stock
of the Bancorp or a subsidiary corporation. The attribution
rules of Section 424(d) of the Code shall apply in the
determination of ownership of stock for these purposes.
(d) The aggregate fair market value (determined as of the time the
incentive stock option is granted) of stock with respect to
which incentive stock options are exercisable for the first
time by an individual during any calendar year (under all
plans of the Bancorp and its subsidiary corporations, if any)
shall not exceed $100,000, plus any greater amount as may be
permitted under subsequent amendments to the Code.
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(e) The purchase price of stock subject to each incentive stock
option shall be determined by the Committee, but shall not be
less than one hundred percent (100%) of the fair market value
of such stock at the time such option is granted, except, in
the case of optionees who at the time of the grant own more
than ten percent (10%) of the total combined voting power of
all classes of stock of the Bancorp or a subsidiary
corporation (as defined in Section 422 of the Code), in which
case the option price of the stock shall not be less than one
hundred ten percent (110%) of the fair market value of such
stock at the time such option is granted and the term of such
option shall be for no more than five (5) years.
(f) No person will be eligible to receive more than 75,000 shares
in any calendar year under this Plan pursuant to the grant of
stock options (inclusive of incentive and nonqualified stock
options), except for new employees of the Bancorp or a Parent
or Subsidiary of the Bancorp who shall be eligible to receive
up to a maximum of 100,000 shares in the calendar year in
which their employment commenced.
(g) Notwithstanding any other provision in this Plan, no term of
this Plan relating to incentive stock options will be
interpreted, amended or altered, nor will any discretion or
authority granted under this Plan be exercised, so as to
disqualify this Plan under Section 422 of the Code or, without
the consent of the optionee affected, to disqualify any
incentive stock option under Section 422 of the Code.
5. Nonqualified Stock Options
(a) All options granted which are (i) in excess of the aggregate
fair market value limitations set forth in Section 4(d)
hereof, (ii) designated at the time of the grant as
"nonqualified", or (iii) intended to be incentive stock
options but do not meet the requirements of incentive stock
options, shall be deemed nonqualified stock options.
Nonqualified stock options granted hereunder shall be so
designated in the nonqualified stock option agreement entered
into between the Bancorp and the optionee.
(b) Officers who are employees (including such officers who are
also directors) and employees of the Bancorp or of a Parent or
Subsidiary of the Bancorp shall be eligible for selection to
participate in the nonqualified stock option portion of the
Plan. Subject to the express provisions of the Plan, the
Committee shall (i) select from the eligible class of
employees and determine the individuals to whom nonqualified
stock options shall be granted, (ii) determine the
discretionary terms and provisions of the respective
nonqualified stock option agreements (which need not be
identical), (iii) determine the times at which such
nonqualified stock options shall be granted, and (iv)
determine the number of shares of Bancorp common stock
acquirable by such nonqualified stock options subject to the
limitation described in subsection 5(d) below. An individual
who has been granted a nonqualified stock option hereunder
may, if he or she is otherwise eligible under the Plan, be
granted additional nonqualified stock options if the Committee
shall so determine.
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(c) The purchase price of stock subject to each nonqualified stock
option shall be determined by the Committee and shall not be
less than one hundred percent (100%) of the fair market value
of such stock at the time such option is granted.
(d) No person will be eligible to receive more than 75,000 shares
in any calendar year under this Plan pursuant to the grant of
stock options (inclusive of incentive and nonqualified stock
options), except for new employees of the Bancorp or a Parent
or Subsidiary of the Bancorp who shall be eligible to receive
up to a maximum of 100,000 shares in the calendar year in
which their employment commenced.
6. Stock Subject to the Plan
Subject to adjustments as provided in Section 13, hereof, the stock to
be offered under the Plan shall be shares of the Bancorp's authorized but
unissued common stock (hereinafter called "stock") and the aggregate amount of
stock to be delivered upon exercise of all options granted under the Plan shall
not exceed 450,000 shares. If any option shall be canceled, surrendered or
expire for any reason without having been exercised in full, the underlying
shares subject thereto shall again be available for purposes of the Plan.
7. Continuation of Employment
Nothing contained in the Plan (or in any option agreement) shall
obligate the Bancorp or a Parent or Subsidiary of the Bancorp to employ any
optionee for any period or interfere in any way with the right of the Bancorp or
of a Parent or Subsidiary of the Bancorp to reduce the optionee's compensation.
8. Exercise of Options
No option shall be exercisable until all necessary regulatory and
shareholder approvals are obtained. Except as otherwise provided in this
section, options shall be exercisable in such installments, which need not be
equal, and upon such contingencies as the Committee shall determine; provided,
however, that if an optionee shall not in any given installment period purchase
all of the shares which the optionee is entitled to purchase in such installment
period, the optionee's right to purchase any shares not purchased in such
installment period shall continue until expiration or termination of such
option. Fractional share interests shall be disregarded, except that they may be
accumulated. Not less than ten (10) shares may be purchased at any one time
unless the number of shares purchased is the total number of shares which is
exercisable at such time. Options may be exercised by written notice delivered
to the Bancorp stating the number of shares with respect to which the option is
being exercised, together with the full purchase price for such shares. Payment
of the option price in full, for the number of shares to be delivered, must be
made in cash, or subject to applicable law, with the Bancorp's stock previously
acquired by the optionee and held by the optionee for a period of at least six
months. The equivalent dollar value of shares used to effect a purchase shall be
the Fair Market Value of the shares on the date of exercise. If the option is
being exercised by any person other than the optionee, said notice shall be
accompanied by proof, satisfactory to counsel for the Bancorp, of the right of
such person to exercise the option. Optionees will have no rights as
shareholders with respect to stock of the Bancorp subject to their stock option
agreements until the date of issuance of the stock certificate to them.
Notwithstanding
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the foregoing, the options shall vest at the rate of at least 20% per year over
a five year period from the date the option is granted.
9. Nontransferability of Options
Each option shall, by its terms, be nontransferable by the optionee
other than by will or the laws of descent and distribution, and shall be
exercisable during his or her lifetime only by the optionee.
10. Cessation of Employment
Except as provided in Sections 11 and 21 hereof, if an optionee ceases
to be an employee of the Bancorp or a Parent or Subsidiary of the Bancorp for
any reason other than his or her disability (as defined in Section 22(e)(3) of
the Code) or death, such optionee's option shall expire three (3) months after
the date of termination of such employment. During the period after cessation of
employment, such option shall be exercisable only as to those installments, if
any, which have accrued and/or vested as of the date on which such optionee
ceased to be an employee of the Bancorp or a Parent or Subsidiary of the
Bancorp.
11. Termination of Employment for Cause
If the stock option agreement so provides and if an optionee's
employment by the Bancorp or a Parent or Subsidiary of the Bancorp is terminated
for cause, the optionee's 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 Company's board of directors with respect thereto shall be
final and conclusive.
12. Disability or Death of Optionee
If any optionee dies while serving as an employee of the Bancorp or a
Parent or Subsidiary of the Bancorp, the option shall expire one (1) year after
the date of such death, except as provided in Section 21 hereof. After such
death but before such expiration, the persons to whom such optionee's rights
under the option shall have passed by will or by the laws of descent and
distribution or the executor or administrator of optionee's estate shall have
the right to exercise such option to the extent that installments, if any, had
accrued and/or vested as of the date on which the optionee ceased to be an
employee of the Bancorp or a Parent or Subsidiary of the Bancorp.
If the optionee shall terminate his or her employment because of
disability (as defined in Section 22(e)(3) of the Code), such optionee may
exercise his or her option to the extent that such option was vested at the date
of termination, at any time within one (1) year of the date of termination,
except as provided in Section 21 hereof.
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If any optionee dies or becomes disabled during the three (3) month
period referred to in Section 10 hereof, the option shall expire one (1) year
after the date of such termination, except as provided in Section 21 hereof.
13. Adjustment Upon Changes in Capitalization
If the outstanding shares of the stock of the Bancorp are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities of the Bancorp through reorganization, merger, recapitalization,
reclassification, stock split, stock dividend, stock consolidation or otherwise,
without consideration to the Bancorp, an appropriate and proportionate
adjustment shall be made in the number and kind of shares as to which options
may be granted. A corresponding adjustment changing the number or kind of shares
and the exercise price per share allocated to unexercised options or portions
thereof, which shall have been granted prior to any such change shall likewise
be made. Any such adjustment, however, in an outstanding option shall be made
without change in the total price applicable to the unexercised portion of the
option, but with a corresponding adjustment in the price for each share subject
to the option. Any adjustment under this Section 13 shall be made by the
Committee, whose determination as to what adjustments shall be made, and the
extent thereof, shall be final and conclusive. No fractional shares of stock
shall be issued or made available under the Plan on account of any such
adjustment, and fractional share-interests shall be disregarded, except that
they may be accumulated.
14. Terminating Events
A Terminating Event shall be defined as any one of the following
events: (i) a dissolution or liquidation of the Bancorp; (ii) a reorganization,
merger or consolidation of the Bancorp with one or more corporations, the result
of which the (A) Bancorp is not the surviving corporation (other than a merger
or consolidation with a wholly-owned subsidiary of Bancorp, a reincorporation of
the Bancorp in a different jurisdiction, or other transaction in which there is
no substantial change in the shareholders of the Bancorp or their relative
shareholdings and the options granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption shall be binding on all
optionees), or (B) the Bancorp is the surviving corporation and the shareholders
of the Bancorp at the time immediately prior to such merger will own less than
50% of the voting equity interests of the surviving entity after such merger;
(iii) a sale of substantially all the assets of the Bancorp; or (iv) a sale of
the equity securities of the Bancorp representing more than 50% of the aggregate
voting power of all outstanding equity securities of the Bancorp to any person
or entity, or any group of persons and/or entities acting in concert. Upon a
Terminating Event (i) the Bancorp shall deliver to each optionee no less than
thirty (30) days prior to the Terminating Event, written notification of the
Terminating Event and such optionee's right to exercise all options whether or
not vested under the Plan or applicable stock option agreement, and (ii) all
outstanding options granted pursuant to the Plan shall completely vest and
become immediately exercisable as to all shares granted pursuant to such option
immediately prior to such Terminating Event. This right of exercise shall be
conditional upon execution of a final plan of dissolution or liquidation or a
definitive agreement of consolidation or merger. Upon the occurrence of the
Terminating Event all outstanding options and the Plan shall terminate;
provided, however, that any outstanding options not exercised as of the
occurrence of the Terminating Event shall not terminate if there is a successor
corporation which assumes such outstanding options or substitutes for such
options, new options covering the stock of the successor corporation with
appropriate adjustments as to the number and kind of shares and prices.
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15. Amendment and Termination
The Committee may at any time suspend, amend or terminate the Plan and
may, with the consent of the optionee make such modification of the terms and
conditions of the option as it shall deem advisable; provided that, except as
permitted under the provisions of Sections 13 and 14 hereof, no amendment or
modification which would:
(a) increase the maximum number of shares which may be purchased
pursuant to options granted under the Plan either in the
aggregate or by an individual;
(b) change the minimum option price;
(c) increase the maximum term of options provided for herein;
(d) change the persons eligible to receive options pursuant to
this Plan; or
(e) make any amendment to the Plan that would materially increase
benefits to participants or cause the Plan to be no longer
exempt pursuant to Rule 16b-3 promulgated under the Securities
Exchange Act of 1934;
may be adopted without the Bancorp having first obtained any necessary
regulatory and shareholder approvals required by law.
No option may be granted during any suspension or after termination of
the Plan. Amendment, suspension or termination of the Plan shall not (except as
otherwise provided in Section 13 hereof),without the consent of the optionee,
alter or impair any rights or obligations under any option theretofore granted.
16. Time of Granting Options
The time an option is granted sometimes referred to as the date of
grant, shall be the day of the action of the Committee described in Sections
4(b) and 5(b) hereof; provided, however, that if appropriate resolutions of the
Committee indicate that an option is granted as of and on some future date, the
time such option is granted shall be such future date. If action by the
Committee is taken by unanimous written consent of its members, the action of
the Committee shall be deemed to be at the time the last Committee member signs
the consent.
17. Privileges of Stock Ownership;
Securities Law Compliance; Notice of Sale
No optionee shall be entitled to the privileges of stock ownership as
to any shares of stock not actually issued. No shares shall be purchased upon
the exercise of any option unless and until the
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<PAGE>
Bancorp has fully complied with all applicable requirements of any regulatory
agency having jurisdiction over the Bancorp, and all applicable requirements of
any exchange upon which stock of the Bancorp may be listed. The optionee shall
give the Bancorp notice of any sale or disposition of any such shares not more
than five (5) days after such sale or disposition.
18. Effective Date of the Plan
The Plan shall be deemed adopted by the board of directors of the
Company as of April 25, 1996 and shall be effective immediately subject to
approval by the shareholders of the Bancorp within twelve months of the date the
Plan is adopted, by the vote of a majority of the outstanding shares represented
and voting at a duly held meeting of shareholders at which a quorum is present,
or by the written consent vote of the holders of a majority of the outstanding
shares of the Bancorp stock. No option under the Plan shall be exercised prior
to the shareholders' approval of the Plan.
19. Termination
Unless previously terminated as provided herein, this Plan shall
terminate at the close of business on the date ten years from the date this Plan
is adopted by the Board of Directors of the Bancorp or, if earlier, the date of
stockholder approval. No options shall be granted under the Plan thereafter, but
such termination shall not affect any option theretofore granted.
20. Option Agreement
Each option shall be evidenced by a written stock option agreement
executed by the Bancorp and the optionee and shall contain each of the
provisions and agreements herein specifically required to be contained therein,
and such other terms and conditions as are deemed desirable and are not
inconsistent with the Plan. Each incentive stock option agreement shall contain
such terms and provisions as the Committee may determine to be necessary in
order to qualify such option as an incentive stock option within the meaning of
Section 422 of the Code.
21. Option Period
Each option and all rights and obligations thereunder shall expire on
such date as the Committee may determine, but not later than ten (10) years from
the date such option is granted, and shall be subject to earlier termination as
provided elsewhere in the Plan.
22. Exculpation and Indemnification
To the extent permitted by applicable law in effect from time to time,
no member of the Board of directors or Committee shall be liable for any act or
omission of any other member of the Board of directors or Committee nor for any
act or omission on the member's own part, except the member's own willful
misconduct or gross negligence. The Bancorp and its subsidiary corporations
shall pay expenses incurred by, and satisfy a judgment or fine rendered or
levied against, a present or former member of the
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<PAGE>
Board of directors or Committee in any action brought by a third party against
such person (whether or not the Bancorp is joined as a party defendant) to
impose a liability or penalty on such person while a member of the Board of
directors or Committee arising with respect to the Plan or administration
thereof or out of membership on the Board of directors or Committee, or all or
any combination of the preceding; provided, the Board of directors determines in
good faith that such member of the Board of directors or Committee was acting in
good faith, within what such member of the Board of directors or Committee
reasonably believed to be the scope of his or her employment or authority, and
for a purpose which he or she reasonably believed to be in the best interests of
the Bancorp or its shareholders. Payments authorized hereunder include amounts
paid and expenses incurred in settling any such action or threatened action.
This Section 22 does not apply to any action instituted or maintained in the
right of the Bancorp by a shareholder or holder of a voting trust certificate
representing shares of the Bancorp or any subsidiary corporation thereof. The
provisions of this Section 22 shall apply to the estate, executor,
administrator, heirs, legatees or devisees of a member of the Board of directors
or Committee, and the term "person" as used in this Section 22 shall include the
estate, executor, administrator, heirs, legatees or devisees of such person.
23. Agreement and Representations of Optionee
Unless the shares of stock covered by the Plan have been registered
with the Securities Exchange Commission, each optionee shall, by accepting an
option, represent and agree, for himself and his transferees by will or the laws
of descent and distribution, that all stock will be acquired for investment and
not for resale or distribution. Upon such exercise of any portion of an option,
the person entitled to exercise the same shall, upon request of the Bancorp,
furnish evidence satisfactory to the Bancorp (including a written and signed
representation) to the effect that the stock is being acquired in good faith for
investment and not for resale or distribution. Furthermore, the Bancorp, at its
sole discretion, may take all reasonable steps, including affixing the following
legend (and/or such other legend or legends as counsel shall require) on
certificates embodying the shares:
The shares represented by this certificate have not been registered
under the Securities Act of 1933 and may not be sold, pledged,
hypothecated or otherwise transferred or offered for sale in the
absence of an effective registration statement with respect to them
under the Securities Act of 1933 or a written opinion of counsel for
the optionee which opinion shall be acceptable to counsel for the
Bancorp that registration is not required.
to assure itself against any sale or distribution by the optionee which does not
comply with the Plan or any federal or state securities laws.
The Bancorp agrees to remove any legend affixed to the certificates
embodying the shares pursuant to this Section 23 when all of the restrictions on
the transfer of the shares, whether imposed by the Plan or federal or state law,
have terminated.
24. Information to Employees
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<PAGE>
The Bancorp shall provide each optionee with financial statements of
the Bancorp prior to such optionee's exercise of his or her option and to each
optionee annually during the period such option has an option outstanding.
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 _____________ day of ____________, ____________, by and
between Sierra Tahoe Bancorp, a California corporation (the "Bancorp"), and
__________("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 __________ authorized but unissued shares of the Bancorp's common stock
for cash at the price of ___________ per share, such option to be for the term
and upon the terms and conditions hereinafter stated;
NOW, THEREFORE, it is hereby agreed:
Name of document
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<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 ___________ shares of the
Bancorp's common stock (hereinafter called "stock") at the price of ___________
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 as to ____________
shares on or after 12 months, an additional ____________ shares on or after 24
months, an additional ____________ shares on or after 36 months, an additional
_____________ shares on or after 48 months, and an additional ____________
shares on or after 60 months. This option shall remain exercisable as to all of
such shares until _____________ (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 qualifying 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
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<PAGE>
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 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.
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<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.
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<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_______________________ By_________________________
William T. Fike
By_________________________
Robert C. Silver
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<PAGE>
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 ______________ day of ____________, ____________, by and
between Sierra Tahoe Bancorp, a California corporation (the "Bancorp"), and
__________, ("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 ____________ authorized but unissued shares of the Bancorp's common
stock for cash at the price of ___________ per share , such option to be for the
term and upon the terms and conditions hereinafter stated;
NOW, THEREFORE, it is hereby agreed:
Name of Document
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<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 ___________ shares of the
Bancorp's common stock (hereinafter called "stock") at the price of ____________
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 ____________. This
option shall remain exercisable as to all of such shares until ____________ (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 qualifying 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
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<PAGE>
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 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.
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<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.
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<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__________________________ By______________________________
By______________________________
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