EXHIBIT 10.65


 


NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
NO SHARES OF WESTERN SIERRA BANCORP’S COMMON STOCK SHALL BE ISSUED PURSUANT
HERETO UNLESS THE WESTERN SIERRA BANCORP 1999 STOCK OPTION PLAN SHALL HAVE
FIRST BEEN APPROVED BY THE SHAREHOLDERS OF WESTERN SIERRA BANCORP.


 


WESTERN SIERRA BANCORP


NONQUALIFIED STOCK OPTION AGREEMENT


 


This Nonqualified Stock Option Agreement (the
“Agreement”) is made and entered into as of the 31st day of December,
2002, by and between Western Sierra Bancorp, a California corporation
(the “Bancorp”), and William Fisher, (“Optionee”);


 


WHEREAS, pursuant to the Western Sierra Bancorp 1999
Stock Option Plan (the “Plan”), a copy of which is attached hereto, the Board
of Directors of the Bancorp has authorized granting to Optionee a nonqualified
stock option to purchase all or any part of two hundred seventy-two  (272)
authorized but unissued shares of the Bancorp’s common stock at the price of twenty-six
Dollars and fifty Cents ($26.50) 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 said action of the Board of
Directors, the Bancorp 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 two hundred seventy-two
(272) shares of the Bancorp’s common stock (hereinafter called “stock”) at
the price of twenty-six Dollars and fifty Cents ($26.50)
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.


 


2.  Exercisability.  This option shall be exercisable as to:


 


	
  Number of Shares

  	
   

  	
  Vesting
  Date

  	
   

  
	
  272

  	
   

  	
  immediate

  	
   

  



 


This option shall remain exercisable as to all vested shares until December 31,
2012 (but not later than ten (10) years from the date this option is
granted) unless this option has expired or terminated earlier in accordance
with the provisions hereof or in the Plan. 
Subject to paragraphs 4 and 5, 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 (substantially in the form as that
which is attached as Exhibit A) delivered to the Bancorp stating the number of
shares with respect to which this option is being exercised, together with (a)
cash in the amount of the purchase price of such shares, or (b) subject to
applicable law, with the Bancorp’s stock previously acquired by Optionee and
held by Optionee for a period of at least six months.  Notwithstanding the foregoing, in the event Optionee does
exercise the option by utilizing (b) above, Optionee should obtain tax advice
as to the consequences of such action. 
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 or Employment.  Except as provided in Paragraphs 2 and 5 hereof, if Optionee
shall cease to be a director or an employee of the Bancorp or a subsidiary
corporation for any reason other than Optionee’s death or disability [as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended from
time to time (the “Code”)], this option shall expire three (3) months
thereafter.  During the three (3) 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 a director or an
employee of the Bancorp or a subsidiary corporation.  If Optionee is both a director and an employee, then such option
shall expire three (3) months after the latter of the date of termination of
Optionee’s directorship or employment.


 


5.  Termination of
Employment for Cause. 
If Optionee’s employment with the Bancorp or a subsidiary corporation is
terminated for cause, this option shall expire thirty (30) days from the date
of such termination.  Termination for
cause shall include, but not be limited to, termination for malfeasance or
gross misfeasance in the performance of duties or conviction of a crime
involving moral turpitude, and, in any event, the determination of the Board of
Directors with respect thereto shall be final and conclusive.


 


6.  Nontransferability;
Death or Disability of Optionee.  This option shall not be transferable except
by will or by the laws of descent and distribution and shall be exercisable during
Optionee’s lifetime only by Optionee. 
If Optionee dies while serving as a director or an employee of the
Bancorp 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


 


1

















 


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 will or by the 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 a director or an employee of the Bancorp or a subsidiary
corporation.


 


If Optionee terminates his or her directorship or
employment because of disability (as defined in Section 22(e)(3) of the
Code), Optionee may exercise this option to the extent he or she is entitled to
do so at the date of termination, at any time within one (1) year of the date
of termination, or before the expiration date specified in Paragraph 2 hereof,
whichever is earlier.


 


7.  Employment.  This Agreement shall not obligate the
Bancorp or a subsidiary corporation to employ Optionee for any period, nor
shall it interfere in any way with the right of the Bancorp or a subsidiary
corporation to reduce Optionee’s compensation.


 


8.  Privileges of
Stock Ownership. 
Optionee shall have no rights as a shareholder with respect to the
Bancorp’s stock subject to this option until the date of 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 are
issued.


 


9.  Modification
and Termination. 
The rights of Optionee are subject to modification and termination upon
the occurrence of certain events as provided in Sections 13 and 14 of the Plan.


 


10.  Notification
of Sale.  Optionee
agrees that Optionee, or any person acquiring shares upon exercise of this
option, will notify the Bancorp not more than five (5) days after any sale or
other disposition of such shares.


 


11.  Representations
of Optionee.  No
shares issuable upon the exercise of this option shall be issued and delivered
unless and until the Bancorp has complied with all applicable requirements of
California and federal law and of the Securities and Exchange Commission and
the California Department of Corporations 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 Bancorp of the same class are then listed.  Optionee agrees to ascertain that such
requirements shall have been complied with at the time of any exercise of this
option.  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 the restrictions and
other applicable federal and state securities laws.


 


Furthermore, the Bancorp 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 Bancorp deems appropriate.


 


Optionee represents that the Bancorp, its directors,
officers, employees and agents have not and will not provide tax advice with
respect to the option, and Optionee agrees to consult with his or her own tax
advisor as to the specific tax consequences of the option, including the
application and effect of federal, state, local and other tax laws.


 


12.  Notices.  Any notice to the Bancorp provided for in
this Agreement shall be addressed to it in care of its President or Chief
Financial Officer at its main office and any notice to Optionee shall be
addressed to Optionee’s address on file with the Bancorp 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 Bancorp by personal delivery to its President or
Chief Financial Officer.


 


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


 


	
  OPTIONEE

  	
   

  	
  WESTERN SIERRA BANCORP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
  /s/ William Fisher

  	
   

  	
  By

  	
   

  	
  /s/ Chuck Bacchi

  	
   

  
	
   

  	
   

  	
  William Fisher, Optionee

  	
   

  	
   

  	
  Chuck Bacchi, Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
   

  	
  /s/ Gary D. Gall

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Gary D. Gall, Pres/CEO

  
										



 


2