EXHIBIT 10.69
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 Six Thousand
(6,000) 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 Six Thousand (6,000) 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 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 1,200 shares on or
after 12 months, an additional 1,200 shares on or after 24 months, an additional
1,200 shares on or after 36 months, an additional 1,200 shares on or after 48
months, and an additional 1,200 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 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.
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.
OPTIONEE:
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
SIERRA TAHOE BANCORP,
a California Corporation ("Company")
By: /s/ Xxxxxxx X. Xxxx
XXXXXXX X. XXXX
Its: CEO/President
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