EXHIBIT 10.37
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, AS AMENDED, AND WITH APPLICABLE SECURITIES
LAWS AND REGULATIONS.
SIERRA TAHOE BANCORP
AMENDED AND RESTATED
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT (the
"Agreement") is dated August 17, 1995, and is entered into by and between SIERRA
TAHOE BANCORP, a California corporation (the "Company") and A. XXXXXX XXXXX
("Optionee");
WITNESSETH:
WHEREAS, pursuant to the 1988 Stock Option Plan of the Company (the
"Plan"), as amended on August 16, 1995 by the shareholders of the Company and
approved on August 17, 1995 by the Board of Directors of the Company (the
"Action"), there is hereby granted to Optionee a stock option (the "Option") to
purchase all or any part of Eight Thousand Two Hundred Fifty (8,250) authorized
but unissued shares of the Company's common stock for cash at the price of Nine
Dollars and Seventy-Five Cents ($9.75) per share, such Option to be for the term
and upon the terms and conditions hereinafter stated;
NOW, THEREFORE, it is hereby agreed:
1. Grant of Option
Pursuant to the above-referenced Action and, where necessary,
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 Eight Thousand
Two Hundred Fifty (8,250) Shares of the Company's Common Stock (the "Stock") at
the price of Nine Dollars and Seventy-Five Cents ($9.75) 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 the above-referenced Action granting this Option.
Non-Qualified Stock Option Agreement
2. Exercisability
The Option granted hereby will be fully vested and shall be
exercisable for a period of ten (10) years from August 17, 1995. Any unexercised
shares must be exercised or forfeited before the conclusion of that period.
3. Exercise of Option
This Option may be exercised by written notice delivered to the
Company stating the number of shares with respect to which this Option is being
exercised, together with 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 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 Directorship Without Cause
Except as provided in Paragraphs 5 and 6 hereof, if Optionee
ceases to serve as a director of the Company or a subsidiary corporation for any
reason other than cause, this Option shall not expire and shall be retained as a
continuing right by the former director.
5. Termination of Directorship for Cause
If Optionee's directorship of the Company or a subsidiary
corporation is terminated for cause, this Option shall expire immediately,
unless 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 set forth in Paragraph 4, above. Termination for cause shall
include termination for malfeasance or gross misfeasance in the performance of
directorship duties or conviction of illegal activity in connection therewith or
any conduct detrimental to the interests 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; 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 Non-Qualified Stock Option Agreement
only by Optionee. If Optionee dies while acting as a director of the Company or
a subsidiary corporation, this Option shall continue to be exercisable for the
remaining period set forth in Paragraph 2, above, unless sooner terminated
pursuant to this Agreement. After Optionee's death (but before expiration of the
Option), 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 granted under Paragraph 2
hereof as of the date on which Optionee ceased to be a director of the Company
or a subsidiary corporation.
7. 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. Except as provided in the Plan, 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.
8. 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.
9. 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 execute 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, there may be additional restrictions
on the resale of stock, and Optionee therefore agrees to ascertain what those
restrictions are and to abide by those restrictions and other applicable federal
and state securities laws. The
Non-Qualified Stock Option Agreement
Company may, if it deems appropriate, issue stock 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. Optionee understands that the shares of stock purchased under this
Option may be subject to holding periods and/or other restrictions on resale.
10. Notices
Any notice to the Company provided for within this Agreement shall
be addressed to it in care of its CEO/President or its Chief Financial 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 CEO/President or its Chief Financial
Officer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
OPTIONEE
By: /s/ A. Xxxxxx Xxxxx
A. XXXXXX XXXXX
SIERRA TAHOE BANCORP,
a California Corporation ("Company")
By: /s/ Xxxxxxx Xxxxxx
XXXXXXX XXXXXX
Its: Chairman, Board of Directors
By: /s/ Xxxxxxx X. Xxxx
XXXXXXX X. XXXX
Its: CEO/President
By: /s/ A. Xxxxxx Xxxxx
XXXXXX XXXXX
Its: Secretary
Non-Qualified Stock Option Agreement
