0000950134-05-005655 Sample Contracts

ASSUMPTION AND AMENDMENT OF REDWOOD EMPIRE BANCORP INCENTIVE STOCK OPTION AGREEMENT
Assumption And • March 22nd, 2005 • Westamerica Bancorporation • National commercial banks

THIS AGREEMENT is entered into as of ___, 2005 with respect to that certain Incentive Stock Option Agreement dated as of ___(the “Agreement”) between Redwood Empire Bancorp, a California corporation (“REBC”) and ___(“Optionee”) pursuant to REBC’s [1991 Stock Option Plan] [2001 Stock Option Plan] (the “Plan”).

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ASSUMPTION AND AMENDMENT OF REDWOOD EMPIRE BANCORP NON-STATUTORY (NON- QUALIFIED) STOCK OPTION AGREEMENT
Assumption And • March 22nd, 2005 • Westamerica Bancorporation • National commercial banks

THIS AGREEMENT is entered into as of ___, 2005 with respect to that certain Non-Statutory (Non-Qualified) Stock Option Agreement dated December 1, 2003 (the “Agreement”) between Redwood Empire Bancorp, a California corporation (“REBC”) and Stephen A. Fleming (“Optionee”).

REDWOOD EMPIRE BANCORP 2001 STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 22nd, 2005 • Westamerica Bancorporation • National commercial banks

Redwood Empire Bancorp, a California corporation (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2001 Stock Option Plan (the “Plan”).

REDWOOD EMPIRE BANCORP NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 22nd, 2005 • Westamerica Bancorporation • National commercial banks

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into by and between Redwood Empire Bancorp, a California Corporation (the “Company”), and (the “Optionee”) this day of , .

REDWOOD EMPIRE BANCORP 2001 STOCK OPTION PLAN NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • March 22nd, 2005 • Westamerica Bancorporation • National commercial banks

Redwood Empire Bancorp, a California corporation (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2001 Stock Option Plan (the “Plan”).

REDWOOD EMPIRE BANCORP INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 22nd, 2005 • Westamerica Bancorporation • National commercial banks

THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into by and between Redwood Empire Bancorp, a California Corporation (the “Company”), and (the “Optionee”) this day of , .

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