EXHIBIT 10.65
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF THE
COMPANY'S STOCK MAY BE ISSUED PURSUANT HERETO UNLESS IN COMPLIANCE WITH THE
COMPANY'S 1988 STOCK OPTION PLAN AND WITH APPLICABLE SECURITIES LAWS AND
REGULATIONS.
SIERRA TAHOE BANCORP
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") is dated December
20, 1995, and is entered into by and between SIERRA TAHOE BANCORP, a California
corporation (the "Company") and Xxxxx Xxxxxxxx ("Optionee");
WITNESSETH:
WHEREAS, pursuant to the 1988 Stock Option Plan of the Company (the
"Plan"), the Board of Directors of the Company have authorized granting to
Optionee a stock option ("Option") to purchase all or any part of Four Thousand
(4,000) authorized but unissued shares of the Company's common stock for cash at
the price of Eleven Dollars and Twenty Five Cents ($11.25) per share (the
"Option"), such Option to be for the term and upon the conditions hereinafter
stated;
NOW, THEREFORE, it is hereby agreed:
1. Grant of Option
Pursuant to said action of the Board of Directors at a meeting
of the Board on December 20, 1995, and pursuant to authorizations granted by all
appropriate regulatory and governmental agencies, the Company 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 Four Thousand (4,000) shares of the Company's Common Stock (hereinafter
called the "Stock") at the price of Eleven Dollars and Twenty Five Cents
($11.25) per share, which price is not less than one hundred percent (100%) of
the fair market value of the stock as of the date of action of the
1
Incentive Stock Option Agreement
Board of Directors granting this Option. This Option is intended to be an
incentive stock option issued pursuant to Section 422A of the Internal Revenue
Code of 1986.
2. Exercisability
This Option shall be exercisable as to 800 shares on or after
12 months, an additional 800 shares on or after 24 months, an additional 800
shares on or after 36 months, an additional 800 shares on or after 48 months,
and an additional 800 shares at 60 months. Any unexercised shares must be
exercised or forfeited at the conclusion of 60 months and one (1) day after
December 20, 1995, 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 Company's Chief Financial Officer, Controller or Shareholder Relations
Officer stating the number of shares with respect to which this Option is being
exercised, together with sufficient cash 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 remaining 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 employed by the Company or a subsidiary corporation for any
reason other than Optionee's death or disability (as defined in Section
105(d)(4) of the Internal Revenue Code of 1986, as amended from time to time),
this Option shall expire three (3) months thereafter or that period set forth in
Paragraph 2, whichever is earlier. During the three-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 employed by the Company or the subsidiary
corporation and not thereafter.
5. Termination of Employment for Cause
If Optionee's employment by the Company or a subsidiary
corporation is terminated for cause, this Option shall expire immediately,
unless Optionee promptly petitions the Board of Directors of the Company and the
vested Option(s) are reinstated by the Board of Directors within thirty (30)
days of such termination by giving written notice of such reinstatement
Incentive Stock Option Agreement
to Optionee at his last known address. In the event of such reinstatement,
Optionee may exercise this Option only to such extent, for such time, and upon
such terms and conditions as if Optionee had ceased to be employed by the
Company or a subsidiary corporation upon the date of such termination for a
reason other than cause or death. Termination for cause shall be defined to
include termination for malfeasance or gross misfeasance in the performance of
duties or conviction of illegal activity in connection therewith or any conduct
detrimental to the interest of the Company, or a subsidiary corporation, and, in
any event, the determination of the Board of Directors with respect thereto
shall be final and conclusive.
6. Nontransferability; Disability or Death of Optionee
This Option shall not be transferable except by testamentary
disposition or by the laws of descent and distribution and shall be exercisable
during Optionee's lifetime only by Optionee. If Optionee dies while employed by
the Company 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
testamentary disposition 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 employed by the
Company or a subsidiary corporation. If Optionee shall terminate employment
because of disability (as that term is defined in Section 105(d)(4) of the
Internal Revenue Code of 1986, as amended from time to time), Optionee may
exercise this Option to the extent he or she is entitled to do so at the date of
termination, or at any time within one (1) year of the date of termination, but
in no event later than the expiration date in Paragraph 2.
7. Employment
This Agreement shall not obligate the Company or a subsidiary
corporation to employ Optionee for any period, nor shall it interfere in any way
with the right of the Company or a subsidiary corporation to reduce Optionee's
compensation.
8. Privileges of Stock Ownership
Optionee shall have no rights as a stockholder with respect to
the Company's stock subject to this Option until the date of payment and
issuance of stock certificates to Optionee pursuant to this Agreement. No
adjustment will be made for dividends or other rights for which the record date
is prior to the date such stock certificates is paid for and issued.
Incentive Stock Option Agreement
9. Modification and Termination by Board of Directors The rights of
Optionee are subject to modification and termination upon the occurrence of
certain events as provided in the Plan.
10. Representations of Optionee No shares issuable upon the exercise of
this option shall be issued and delivered unless and until all applicable
requirements of applicable state and federal law and of the Securities and
Exchange Commission 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 Company of the same class are then listed shall have been complied
with. Upon exercise of any portion of this Option, the person entitled to
exercise the same may be required to execute a representation letter with
respect to compliance with federal and applicable state securities laws. In
addition, if the Optionee is an "affiliate" for purposes of the Securities Act
of 1933, as that term is defined therein, 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. Optionee understands that the shares of stock
purchased under this option may be subject to holding periods and/or other
restrictions on resale. The Company 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 Company deems appropriate. 11. Notices Any notice to the Company
provided for in this Agreement shall be addressed to it in care of its Chief
Financial Officer or Controller or Shareholder Relations Officer at its main
office and any notice to Optionee shall be addressed to Optionee's address on
file with the Company 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 Company by
personal delivery to its Chief Financial Officer, Controller or Shareholder
Relations Officer. IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.
Incentive Stock Option Agreement
OPTIONEE:
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
SIERRA TAHOE BANCORP,
a California Corporation ("Company")
By: /s/ Xxxxxxx X. Xxxx
XXXXXXX X. XXXX
Its: CEO/President
J:\lawyer\hr\incentiv.emp 5
Incentive Stock Option Agreement