Western Sierra Bancorp Sample Contracts

Exhibit 10.4 Stock option agreement dated May 19, 1999 for Gary Gall
Stock Option Agreement • March 24th, 2000 • Western Sierra Bancorp • State commercial banks • California
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EXHIBIT 99.4
Stock Option Agreement • September 7th, 1999 • Western Sierra Bancorp • State commercial banks
AGREEMENT
Severance Agreement • November 2nd, 1998 • Western Sierra Bancorp • California
RECITALS
Shareholder Agreement • March 24th, 2000 • Western Sierra Bancorp • State commercial banks • California
WITNESSETH:
Severance Compensation Agreement • March 24th, 2000 • Western Sierra Bancorp • State commercial banks • California
NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • May 10th, 2004 • Western Sierra Bancorp • State commercial banks

This Nonqualified Stock Option Agreement (the “Agreement”) is made and entered into as of the 1st day of January, 2004, by and between Western Sierra Bancorp, a California corporation (the “Bancorp”), and Lary Davis (“Optionee”);

WESTERN SIERRA BANCORP INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • August 6th, 2004 • Western Sierra Bancorp • State commercial banks

This Incentive Stock Option Agreement (the “Agreement”) is made and entered into as of the 25th day of March 2004, by and between Western Sierra Bancorp, a California corporation (the “Bancorp”), and Douglas Nordell (“Optionee”);

AGREEMENT AND
Reorganization Agreement • November 21st, 2001 • Western Sierra Bancorp • State commercial banks • California
AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks • California

This Amended and Restated Severance Agreement (this “Restated Agreement”), dated as of February , 2006 amends and restates the Severance Agreement between Western Sierra Bancorp, a California corporation (“Bancorp”), and Douglas Nordell (“Executive”) dated (the “Severance Agreement”).

RECITALS
Director-Shareholder Agreement • February 9th, 1999 • Western Sierra Bancorp • State commercial banks • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks • California

This Amended and Restated Employment Agreement (this “Restated Agreement”), dated as of February , 2006 amends and restates the Employment Agreement between Western Sierra Bancorp, a California corporation (“Bancorp”), and Patrick J. Rusnak (“Executive”) dated May 3, 2005 (the “Employment Agreement”).

AGREEMENT AND
Merger Agreement • May 21st, 2002 • Western Sierra Bancorp • State commercial banks • California
CREDIT AGREEMENT
Credit Agreement • May 15th, 2003 • Western Sierra Bancorp • State commercial banks • California

THIS AGREEMENT is entered into as of April 10, 2003, by and between WESTERN SIERRA BANCORP, a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • May 10th, 2004 • Western Sierra Bancorp • State commercial banks

This Nonqualified Stock Option Agreement (the “Agreement”) is made and entered into as of the 1st day of January, 2004, by and between Western Sierra Bancorp, a California corporation (the “Bancorp”), and Chuck Bacchi, (“Optionee”);

SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • May 15th, 2003 • Western Sierra Bancorp • State commercial banks • California

This Agreement is made and entered into this 1st day of June, 2002, by and between Western Sierra National Bank, a national banking association (the “Employer”), and Phillip S. Wood, an individual residing in the State of California (hereinafter referred to as the “Executive”).

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WESTERN SIERRA BANCORP INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • August 6th, 2004 • Western Sierra Bancorp • State commercial banks

This Incentive Stock Option Agreement (the “Agreement”) is made and entered into as of the 25th day of March 2004, by and between Western Sierra Bancorp, a California corporation (the “Bancorp”), and John Briner (“Optionee”);

SEVERANCE AGREEMENT
Severance Agreement • May 10th, 2004 • Western Sierra Bancorp • State commercial banks • California

This Severance Agreement (“Agreement”), which is entered into by and between Western Sierra Bancorp (Hereinafter “Bancorp”), and Anthony Gould (hereinafter “Executive”) is made with reference to the following facts:

WESTERN SIERRA NATIONAL BANK SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • May 15th, 2003 • Western Sierra Bancorp • State commercial banks • California

This Agreement is amended and restated this 22nd day of August, 2002, by and between Western Sierra National Bank, a national banking association located in Cameron Park, California (the “Company”) and Gary D. Gall (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2005 • Western Sierra Bancorp • State commercial banks • California

This Employment Agreement (this “Agreement”) by and between Western Sierra Bancorp (“Bancorp”) and Patrick J. Rusnak (“Executive”), is dated May 3, 2005. (the “Effective Date”)

AMENDMENT TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks

This agreement (the “Amendment”), dated as of February , 2006 amends the Salary Continuation Agreement between Central California Bank, a California state banking corporation (“Bank”), and Clyde Frederick Rowden (“Executive”) dated June 22, 2002 (the “SERP”).

WESTERN SIERRA NATIONAL BANK EXECUTIVE SURVIVOR INCOME AGREEMENT
Executive Survivor Income Agreement • July 19th, 2005 • Western Sierra Bancorp • State commercial banks • California

THIS EXECUTIVE SURVIVOR INCOME AGREEMENT (this “Agreement”) is made as of this 13thday of July , 2005 by and between Western Sierra National Bank, and Anthony J. Gould (the “Executive”).

RETIREMENT, CONSULTING AND NONCOMPETITION AGREEMENT
Retirement, Consulting and Noncompetition Agreement • July 5th, 2005 • Western Sierra Bancorp • State commercial banks • California

This Retirement, Consulting and Noncompetition Agreement (the “Agreement”) is made and entered into as of this 30th day of June, 2005, by and between John G. Briner (“Consultant”) and Western Sierra Bancorp, a California corporation (“Bancorp”), (collectively, the “parties”).

EXECUTIVE SALARY CONTINUATION AGREEMENT
Executive Salary Continuation Agreement • May 15th, 2003 • Western Sierra Bancorp • State commercial banks • California

This Agreement is amended and restated this first day of February, 2002, by and between Western Sierra National Bank, a national banking association located in Cameron Park, California (the “Employer”) and Kirk N. Dowdell (the “Executive”).

AMENDMENT TO EXECUTIVE SALARY CONTINUATION AGREEMENT
Executive Salary Continuation Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks

This agreement (the “Amendment”), dated as of February , 2006 amends the Executive Salary Continuation Agreement between Auburn Community Bank, a California state banking corporation (“Bank”), and Jeff Birkholz (“Executive”) dated December 31, 2000 (the “SERP”).

WESTERN SIERRA BANCORP NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 9th, 2004 • Western Sierra Bancorp • State commercial banks

This Nonqualified Stock Option Agreement (the “Agreement”) is made and entered into as of the day of , , by and between Western Sierra Bancorp, a California corporation (the “Bancorp”), and , (“Optionee”);

AMENDMENT TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks

This agreement (the “Amendment”), dated as of February , 2006 amends the Salary Continuation Agreement between Douglas A. Nordell (“Executive”) and Roseville 1st National Bank (“Roseville”) dated January 1, 1998, which agreement was amended and assumed by Lake Community Bank (the “Bank”) in 1999 upon the merger of Roseville and the Bank (collectively, the “SERP”).

AMENDMENT TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • February 13th, 2006 • Western Sierra Bancorp • State commercial banks

This agreement (the “Amendment”), dated as of February , 2006 amends the Salary Continuation Agreement between Western Sierra National Bank, a national banking association (the “Bank”), and Phillip S. Wood (“Executive”) dated June 1, 2002 (the “SERP”).

TERMINATION AGREEMENT
Termination Agreement • September 5th, 2002 • Western Sierra Bancorp • State commercial banks

This Termination Agreement (this "Agreement") is made and entered into as of August 13, 2002 by and between Western Sierra Bancorp, a California corporation ("WSB"), 4080 Plaza Goldorado Circle, Cameron Park, California 95682, and Mid Valley Bank, a California banking corporation ("MVB"), 910 Main Street, Suite F, Red Bluff, California 96080, with reference to the following:

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