EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • August 27th, 2004 • Westamerica Bancorporation • National commercial banks • California
AmongAgreement and Plan of Reorganization • November 13th, 1996 • Westamerica Bancorporation • National commercial banks • California
andRights Agreement • January 6th, 1997 • Westamerica Bancorporation • National commercial banks • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 28th, 2019 • Westamerica Bancorporation • National commercial banks • California
This Indemnification Agreement, dated as of June 27, 2019, is made by and between Westamerica Bancorporation, a corporation organized under the laws of the State of California (the “Company”), and [•] (the “Indemnitee”).
EXHIBIT 10(b) EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of January 7, 1987 , is between WESTAMERICA BANK, NATIONAL ASSOCIATION (the "Bank"), and E. Joseph Bowler (the "Executive").Employment Agreement • March 31st, 1999 • Westamerica Bancorporation • National commercial banks • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 28th, 2019 • Westamerica Bancorporation • National commercial banks • California
This Indemnification Agreement, dated as of June 27, 2019, is made by and between Westamerica Bank, a California banking corporation (the “Bank”), and [•] (the “Indemnitee”).
Page 47 WESTAMERICA BANCORPORATION 5.31% Senior Notes Due October 31, 2013 NOTE PURCHASE AGREEMENT Dated October 30, 2003 Page 48 TABLE OF CONTENTSNote Purchase Agreement • November 14th, 2003 • Westamerica Bancorporation • National commercial banks • California
WESTAMERICA BANCORPORATION EMPLOYEE STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2019 Omnibus Equity Incentive Plan)Stock Option Agreement • November 4th, 2019 • Westamerica Bancorporation • National commercial banks • California
As a key leader in our business, you are in a position to have significant influence on the performance and success of Westamerica Bancorporation (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purchase shares of the Company’s common stock. This award is subject to the terms and conditions of the Westamerica Bancorporation 2019 Omnibus Equity Incentive Plan (the "Plan"), this Grant Notice, and the following Stock Option Agreement and by signing below, you agree to these terms and conditions. The details of this award are indicated below.
IN WITNESS WHEREOF, the parties have duly executed this Merger Agreement as of the date first written above. BUYER By /s/ David L. Payne ----------------------------- David L. Payne, President and Chief Executive Officer By /s/ Mary Anne Bell...Agreement and Plan of Merger • April 25th, 1997 • Westamerica Bancorporation • National commercial banks
andShareholder Rights Agreement • December 22nd, 2004 • Westamerica Bancorporation • National commercial banks • California
RecitalsVoting Agreement • August 27th, 2004 • Westamerica Bancorporation • National commercial banks
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COUNTY BANK, MERCED, CA FEDERAL DEPOSIT INSURANCE CORPORATION and WESTAMERICA BANK DATED AS OF 6 February 2009Purchase and Assumption Agreement • February 11th, 2009 • Westamerica Bancorporation • National commercial banks • New York
THIS AGREEMENT, made and entered into as of the 6 day of February, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COUNTY BANK, MERCED, CA (the “Receiver”), WESTAMERICA BANK, organized under the laws of the United States of America, and having its principal place of business in Fairfield, CA (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
ASSUMPTION AND AMENDMENT OF REDWOOD EMPIRE BANCORP INCENTIVE STOCK OPTION AGREEMENTAssumption And • March 22nd, 2005 • Westamerica Bancorporation • National commercial banks
THIS AGREEMENT is entered into as of ___, 2005 with respect to that certain Incentive Stock Option Agreement dated as of ___(the “Agreement”) between Redwood Empire Bancorp, a California corporation (“REBC”) and ___(“Optionee”) pursuant to REBC’s [1991 Stock Option Plan] [2001 Stock Option Plan] (the “Plan”).
ASSUMPTION AND AMENDMENT OF REDWOOD EMPIRE BANCORP NON-STATUTORY (NON- QUALIFIED) STOCK OPTION AGREEMENTAssumption And • March 22nd, 2005 • Westamerica Bancorporation • National commercial banks
THIS AGREEMENT is entered into as of ___, 2005 with respect to that certain Non-Statutory (Non-Qualified) Stock Option Agreement dated December 1, 2003 (the “Agreement”) between Redwood Empire Bancorp, a California corporation (“REBC”) and Stephen A. Fleming (“Optionee”).
1- 2 prior to the occurrence of an Exercise Termination Event (as hereinafter defined), provided that the Holder shall have sent the written notice of such exercise (as provided in subsection (e) of this Section 2) within 30 days following such...Stock Option Agreement • November 13th, 1996 • Westamerica Bancorporation • National commercial banks • Delaware
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF SONOMA VALLEY BANK, FEDERAL DEPOSIT INSURANCE CORPORATION and WESTAMERICA BANK, SAN RAFAEL, CALIFORNIA DATED AS OF August 20, 2010Purchase and Assumption Agreement • August 26th, 2010 • Westamerica Bancorporation • National commercial banks
THIS AGREEMENT, made and entered into as of the 20th day of August, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of SONOMA VALLEY BANK, SONOMA, CALIFORNIA (the “Receiver”), WESTAMERICA BANK, organized under the laws of the California, and having its principal place of business in San Rafael, California (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
RecitalsVoting Agreement • August 27th, 2004 • Westamerica Bancorporation • National commercial banks
United States Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 Westamerica Bancorporation 1108 Fifth Avenue San Rafael, California 94901 Ladies and Gentlemen:Westamerica Bancorporation • February 19th, 2009 • National commercial banks • California
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of even date herewith (the “Securities Purchase Agreement”) by and among United States Department of Treasury (“Investor”) and Westamerica Bancorporation (“Company”). Investor and Company desire to set forth herein certain additional agreements regarding Company’s commitment to the holder of the Preferred Shares after the closing of the transactions contemplated by the Securities Purchase Agreement. Terms that are defined in the Securities Purchase Agreement are used in this letter agreement as so defined.
RecitalsVoting Agreement • August 27th, 2004 • Westamerica Bancorporation • National commercial banks
RecitalsVoting Agreement • August 27th, 2004 • Westamerica Bancorporation • National commercial banks
REDWOOD EMPIRE BANCORP 2001 STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 22nd, 2005 • Westamerica Bancorporation • National commercial banks
Redwood Empire Bancorp, a California corporation (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2001 Stock Option Plan (the “Plan”).
AMENDED AND RESTATED WESTAMERICA BANCORPORATION STOCK OPTION PLAN OF 1995 RESTRICTED PERFORMANCE SHARE GRANT AGREEMENTRestricted Performance Share Grant Agreement • March 16th, 2005 • Westamerica Bancorporation • National commercial banks • California
Westamerica Bancorporation, a California corporation (the “Corporation”), hereby makes a grant of Restricted Performance Shares to the grantee named below. The terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Amended and Restated Westamerica Bancorporation Stock Option Plan of 1995 (the “Plan”).
Shareholder Agreement November 11, 1996Shareholder Agreement • November 21st, 1996 • Westamerica Bancorporation • National commercial banks
REDWOOD EMPIRE BANCORP NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 22nd, 2005 • Westamerica Bancorporation • National commercial banks
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into by and between Redwood Empire Bancorp, a California Corporation (the “Company”), and (the “Optionee”) this day of , .
REDWOOD EMPIRE BANCORP 2001 STOCK OPTION PLAN NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • March 22nd, 2005 • Westamerica Bancorporation • National commercial banks
Redwood Empire Bancorp, a California corporation (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2001 Stock Option Plan (the “Plan”).
AGREEMENT REGARDING JOINT FILINGAgreement Regarding Joint Filing • February 17th, 2004 • Westamerica Bancorporation • National commercial banks
The undersigned, David L. Payne and Gibson Radio and Publishing Company, a California corporation, hereby agree and acknowledge that the information required by Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
Exhibit 10(e) WESTAMERICA BANCORPORATION DEFERRED COMPENSATION AGREEMENT WITH DAVID L. PAYNE, CHIEF EXECUTIVE OFFICER WESTAMERICA BANCORPORATION CHIEF EXECUTIVE OFFICER DEFERRED COMPENSATION AGREEMENT This Agreement made this 18th day of December,...Compensation Agreement • March 29th, 2000 • Westamerica Bancorporation • National commercial banks • California
This Agreement made this 18th day of December, 1998 by and between Westamerica Bancorporation (the "Company") and David L. Payne (the "CEO").
NON-QUALIFIED ANNUITY PERFORMANCE AGREEMENT WESTAMERICA BANCORPORATIONNon-Qualified Annuity Performance Agreement • March 15th, 2005 • Westamerica Bancorporation • National commercial banks • California
This Agreement is entered into by and between DAVID PAYNE, hereinafter referred to as the “Employee,” and WESTAMERICA BANCORPORATION, a California corporation, hereinafter referred to as the “Corporation,” and is based on the following facts and representations:
RecitalsVoting Agreement • August 27th, 2004 • Westamerica Bancorporation • National commercial banks
REDWOOD EMPIRE BANCORP INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 22nd, 2005 • Westamerica Bancorporation • National commercial banks
THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into by and between Redwood Empire Bancorp, a California Corporation (the “Company”), and (the “Optionee”) this day of , .
