Exhibit
10.11


 


SEVERANCE


 


AGREEMENT


 


This Agreement (“Agreement”)
is made and entered into as of the 25th day of
July, 2002 between Western Sierra Bancorp (“Bancorp”), and Gary D. Gall
(hereinafter referred to as “Executive”).


 


WITNESSETH:


 


WHEREAS, Bancorp desires to
provide Executive with severance compensation in the event there is a change in
control of Western Sierra National Bank (“Bank”) or the Bancorp, and Executive
desires severance compensation in the event there is a change in control of
Bank or Bancorp.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and conditions herein
contained, the parties hereto, intending to be legally bound, do hereby agree
as follows:


 


1.             SEVERANCE PAYMENT


 


This Agreement shall not be
terminated by the voluntary or involuntary dissolution of the Bank or Bancorp.  Notwithstanding the foregoing, in the event
proceedings for liquidation of Bank or the Bancorp are commenced by regulatory
authorities, this Agreement and all rights and benefits hereunder shall
terminate.


 


In the event of (i) any
merger or consolidation involving the Bank, where Bank is (A) not the surviving
or resulting corporation (other than a merger or consolidation with another
wholly owned subsidiary of the Bancorp) or (B) the surviving corporation and
the shareholders of the Bancorp at the time immediately prior to such merger
will own less than 50% on a direct or indirect basis of the voting equity
interests of the surviving corporation after such merger or consolidation, (ii)
any merger or consolidation involving the Bancorp, where the Bancorp is (A) not
the surviving or resulting corporation (other than a reorganization where there
is no change in the proportionate ownership interests of the shareholders of
the Bancorp) or (B) the surviving corporation and the shareholders of the
Bancorp at the time immediately prior to such merger will own less than 50% on
a direct or indirect basis of the voting equity interests of the surviving
corporation after such merger or consolidation, (iii) upon transfer of all or
substantially all of the assets of Bank or of the


 





















 


Bancorp to a third party, or
(iv) a sale of the equity securities of Bancorp representing more than 50% of
the aggregate voting power of all outstanding equity securities of the Bancorp
to any person or entity, or any group of persons and/or entities acting in
concert (any of these events shall be referred to as an “Acquisition”), this
Agreement shall continue and be in full force and effect.  In the event of an Acquisition, if Executive
is not given a new employment agreement that is satisfactory to Executive in
Executive’s sole discretion within 15 days prior to the date of consummation of
the Acquisition, then the Bancorp shall pay Executive a lump sum amount in cash
equal to the product of 24 times the Executive’s monthly base salary at the
time immediately prior to the time of consummation of the Acquisition.


 


Such lump sum payment shall
be paid within fifteen (15) days of the date Executive’s determination that new
employment agreement is not satisfactory to Executive or just prior to the time
of consummation of the Acquisition if no new employment agreement was offered
by the resulting corporation at least 15 days prior to time of consummation of
the Acquisition.  The lump sum payment
shall be considered to be in full and complete satisfaction of any and all
rights which Executive may enjoy other than (i) rights under the Executive’s
salary continuation agreement (ii) rights, if any, to exercise any of the stock
options vested prior to such termination, and (iii) rights pursuant to any
existing bonus plan of Bank or Bancorp.


 


2.             TERM
OF AGREEMENT


 


This Agreement shall be for
a term until December 4, 2007 (“Termination Date”).  Such Termination Date may be amended or extended
by written agreement of the parties.  This
Agreement shall apply to any Acquisition that is (i) consummated prior to the
Termination Date provided that Executive is employed by either the Bank or the
Bancorp at the date of public announcement of the Acquisition or (ii)
consummated at any time within one (1) year after the Termination Date, in the
event Executive’s employment is terminated without cause by either the Bank or
the Bancorp prior to the Termination Date and the date of such termination (or the
date of the last termination if there is more than one termination) is within
twelve (12) months prior to the date of consummation of an Acquisition that was
announced within six (6) months before or after the date of such Executive’s
termination of employment with Bank or Bancorp.


 


2





















 


3.             APPLICABLE
LAW


 


This
Agreement is made and entered into in the State of California and the laws of
the State of California shall govern the validity and interpretation hereof,
and the performance of the parties hereto and their respective duties and
obligations hereunder, except to the extent that the provisions of federal law
are mandatorily applicable.


 


4.             ENTIRE AGREEMENT


 


This Agreement contains the
entire agreement of the parties and it supersedes any and all other agreements,
either oral or in writing, between Executive and Bancorp.  Each party to this Agreement acknowledges that
no representations, inducements, promises, or agreements, oral or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not embodied herein, and that no other agreement, statement, or promise not
contained in this Agreement shall be valid or binding.  This Agreement may not be modified or amended
by oral agreement, but only by an agreement in writing signed by Bancorp and
Executive.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


 


 


	
   

  	
   

  	
  WESTERN
  SIERRA BANCORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Bacchi

  
	
   

  	
   

  	
  Charles Bacchi

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Gary D. Gall

  
	
   

  	
   

  	
  Gary D. Gall

  



 


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