Sierra Bancorp Sample Contracts

ARTICLE III GUARANTEE TRUSTEE
Guarantee Agreement • April 1st, 2002 • Sierra Bancorp • National commercial banks • New York
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Exhibit 10.2 AGREEMENT AND PLAN OF MERGER by and between BANK OF THE SIERRA
Merger Agreement • January 4th, 2001 • Sierra Bancorp • California
GUARANTEE AGREEMENT SIERRA BANCORP Dated as of June 15, 2006
Guarantee Agreement • August 9th, 2006 • Sierra Bancorp • State commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of June 15, 2006, is executed and delivered by Sierra Bancorp, a bank holding company incorporated in California (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Sierra Capital Trust III, a Delaware statutory trust (the “Issuer”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • September 24th, 2021 • Sierra Bancorp • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 24, 2021, and is made by and among Sierra Bancorp, a California corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • August 31st, 2009 • Sierra Bancorp • State commercial banks • California

This Share Purchase Agreement (this “Agreement”) is dated as of August 27, 2009, by and among Sierra Bancorp, a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Exhibit 2.1 PLAN OF REORGANIZATION ---------------------- AND --- AGREEMENT OF MERGER -------------------
Plan of Reorganization and Agreement of Merger • June 8th, 2001 • Sierra Bancorp • Blank checks
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 31st, 2009 • Sierra Bancorp • State commercial banks

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 27, 2009, by and among Sierra Bancorp, a California corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 31st, 2023 • Sierra Bancorp • State commercial banks • California

This Employment Agreement (this “Agreement”) is entered into on August 25, 2023 to be effective as of September 20, 2023, by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Natalia Coen (“Executive”) on the following terms and conditions.

BANK OF THE SIERRA DIRECTOR RETIREMENT AGREEMENT
Director Retirement Agreement • March 15th, 2006 • Sierra Bancorp • National commercial banks • California

THIS AGREEMENT is adopted this 1st day of October, 2002, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in Porterville, California (the “Company”), and ROBERT FIELDS (the “Director”).

BANK OF THE SIERRA SPLIT DOLLAR AGREEMENT (ADDENDUM A TO THE BANK OF SIERRA SALARY CONTINUATION AGREEMENT)
Split Dollar Agreement • March 15th, 2006 • Sierra Bancorp • National commercial banks • California

THIS AGREEMENT is adopted this 1st day of October, 2002, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in Porterville, California (the “Company”), and CHARLIE GLENN (the “Executive”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

BANK OF THE SIERRA SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • May 15th, 2003 • Sierra Bancorp • National commercial banks • California

THIS AGREEMENT is adopted this 1st day of October, 2002, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in Porterville, California (the “Company”), and JAMES HOLLY (the “Executive”).

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER DATED AS OF APRIL 24, 2017 AMONG SIERRA BANCORP AND OCB BANCORP
Merger Agreement • April 25th, 2017 • Sierra Bancorp • State commercial banks • California

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of April 24, 2017, by and between Sierra Bancorp, a California corporation (“Parent”), and OCB Bancorp, a California corporation (“Company”).

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
Purchase and Sale Agreement • December 28th, 2023 • Sierra Bancorp • State commercial banks • California

THIS LEASE AGREEMENT (this “Lease”) is entered into as of the [ ] day of [​ ​], 2023, by and between BOTS OWNER LLC, a Delaware limited liability company (“Landlord”), and BANK OF THE SIERRA, a California corporation (“Tenant”).

BANK OF THE SIERRA DIRECTOR RETIREMENT AGREEMENT
Director Retirement Agreement • March 15th, 2006 • Sierra Bancorp • National commercial banks • California

THIS AGREEMENT is adopted this 1st day of October, 2002, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in Porterville, California (the “Company”), and ROBERT TIENKEN (the “Director”).

2,325,000 Shares SIERRA BANCORP Common Stock (no par value) Placement Agency Agreement
Placement Agency Agreement • October 14th, 2010 • Sierra Bancorp • State commercial banks • New York

Sierra Bancorp, a California corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell 2,325,000 shares (the “Shares”) of common stock, no par value (the “Common Stock”), directly to certain investors (collectively, the “Investors”). The Company desires to engage you as its placement agent (the “Placement Agent”) in connection with such issuance and sale of the Shares in a registered direct offering under the Registration Statement (as hereinafter defined). The Shares are more fully described in the Registration Statement.

BANK OF THE SIERRA SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • January 8th, 2007 • Sierra Bancorp • State commercial banks • California

THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 1st day of January, 2007, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in Porterville, California (the “Company”) and KEVIN McPHAILL (the “Executive”).

BANK OF THE SIERRA SPLIT-DOLLAR AGREEMENT
Split-Dollar Agreement • August 11th, 2005 • Sierra Bancorp • National commercial banks • California

THIS SPLIT-DOLLAR AGREEMENT (the “Agreement”) is adopted this 8th day of August, 2005, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in Porterville, California (the “Bank”), and JAMES F. GARDUNIO (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 21st, 2020 • Sierra Bancorp • State commercial banks • California

This Employment Agreement (this “Agreement”) is entered into on January 17, 2020 to be effective as of February 3, 2020, by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Jennifer Johnson (“Executive”) on the following terms and conditions.

FIRST AMENDMENT TO
Employment Agreement • January 20th, 2023 • Sierra Bancorp • State commercial banks

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is entered into as of December [*], 2022 by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Jennifer A. Johnson (“Executive”) on the following terms and conditions.

EMPLOYMENT AGREEMENT
Employment Agreement • January 20th, 2023 • Sierra Bancorp • State commercial banks

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”) is entered into as of December [*], 2022 by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Hugh F. Boyle (“Executive”) on the following terms and conditions.

PURCHASE AGREEMENT
Purchase Agreement • October 14th, 2010 • Sierra Bancorp • State commercial banks • California

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

FIRST AMENDMENT TO
Employment Agreement • January 20th, 2023 • Sierra Bancorp • State commercial banks

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is entered into as of December [*], 2022 by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Michael W. Olague (“Executive”) on the following terms and conditions.

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BANK OF THE SIERRA SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • May 5th, 2023 • Sierra Bancorp • State commercial banks • California

THIS AGREEMENT is adopted this 16th day of March, 2023, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in Porterville, California (the “Company”), and ALBERT BERRA (the “Director”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

AGREEMENT AND PLAN OF CONSOLIDATION by and among SIERRA BANCORP, BANK OF THE SIERRA and SANTA CLARA VALLEY BANK, N.A. Dated as of July 17, 2014
Consolidation Agreement • July 18th, 2014 • Sierra Bancorp • State commercial banks • California

THIS AGREEMENT AND PLAN OF CONSOLIDATION (the “Agreement”), dated as of July 17, 2014 (“Agreement Date”), is entered into by and between SIERRA BANCORP, a California Corporation ("Bancorp"), BANK OF THE SIERRA, a California corporation and wholly-owned subsidiary of Bancorp (“BOS”), and Santa Clara Valley Bank, N.A., a national banking association (“SCVE”). Bancorp, BOS, and SCVE are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 11th, 2016 • Sierra Bancorp • State commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of July 8, 2016 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), Sierra Bancorp, a California corporation (the “Successor Company”), and Coast Bancorp, a California corporation (the “Company”), under the Indenture referred to below.

FIRST AMENDMENT to the BANK OF THE SIERRA SALARY CONTINUATION AGREEMENT DATED JANUARY 1, 2007 for KEVIN McPHAILL
Salary Continuation Agreement • May 7th, 2015 • Sierra Bancorp • State commercial banks

THIS FIRST AMENDMENT is entered into this 1st day of April 2015, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in PORTERVILLE, CALIFORNIA (the “Bank”), and KEVIN MCPHAILL (the “Executive”).

FIRST AMENDMENT TO
Employment Agreement • January 20th, 2023 • Sierra Bancorp • State commercial banks

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is entered into as of December [*], 2022 by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Kevin J. McPhaill (“Executive”) on the following terms and conditions.

FIRST AMENDMENT TO
Employment Agreement • January 20th, 2023 • Sierra Bancorp • State commercial banks

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is entered into as of December [*], 2022 by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Christopher G. Treece (“Executive”) on the following terms and conditions.

SAMPLE AGREEMENT ENTERED INTO WITH WITH EACH NON-EMPLOYEE DIRECTOR EFFECTIVE JANUARY 1, 2007 BANK OF THE SIERRA DIRECTOR RETIREMENT AGREEMENT
Director Retirement Agreement • January 8th, 2007 • Sierra Bancorp • State commercial banks • California

THIS DIRECTOR RETIREMENT AGREEMENT (the “Agreement”) is adopted this day of , 2 , by and between the BANK OF THE SIERRA, a state-chartered commercial corporation located in Porterville, California (the “Company”), and (the “Director”).

FIRST AMENDMENT TO THE BANK OF THE SIERRA SALARY CONTINUATION AGREEMENT DATED OCTOBER 1, 2002 FOR KENNETH TAYLOR
Salary Continuation Agreement • January 8th, 2007 • Sierra Bancorp • State commercial banks • California

THIS FIRST AMENDMENT is adopted this day of , 2006, effective as of January 1, 2007, by and between Bank of the Sierra, a state-chartered commercial bank located in Porterville, California (the “Company”), and Kenneth Taylor (the “Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 20th, 2021 • Sierra Bancorp • State commercial banks

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is entered into as of August 20, 2021, by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Hugh Boyle (“Executive”) on the following terms and conditions.

BANK OF THE SIERRA SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • August 11th, 2005 • Sierra Bancorp • National commercial banks • California

THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 8th day of August, 2005, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in Porterville, California (the “Bank”) and JAMES F. GARDUNIO (the “Executive”).

SECOND AMENDMENT to the BANK OF THE SIERRA SALARY CONTINUATION AGREEMENT for KENNETH TAYLOR
Salary Continuation Agreement • March 13th, 2014 • Sierra Bancorp • State commercial banks

THIS SECOND AMENDMENT is entered into this 2nd day of January, 2014, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in PORTERVILLE, CALIFORNIA (the “Bank”), and KENNETH TAYLOR (the “Executive”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 29th, 2021 • Sierra Bancorp • State commercial banks

This Indemnification Agreement, dated as of January 28, 2021, is made by and among Sierra Bancorp, a California corporation, Bank of the Sierra, a California banking corporation (Sierra Bancorp and Bank of the Sierra being collectively referred to as the “Corporation”), and a director or officer of either Sierra Bancorp or Bank of the Sierra (the “Indemnitee”).

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