EXHIBIT 10.70


 


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


INCENTIVE STOCK OPTION AGREEMENT


 


This Incentive Stock Option Agreement (the
“Agreement”) is made and entered into as of the 15th day of  July, 2003, by and between Western
Sierra Bancorp, a California corporation (the “Bancorp”), and Kirk Dowdell  (“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 an incentive
stock option to purchase all or any part of five thousand  (5,000) authorized but unissued shares
of the Bancorp’s common stock at the price of thirty-three Dollars and eighty-three
 Cents ($33.83) 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 five thousand (5,000) shares
of the Bancorp’s common stock (hereinafter called “stock”) at the price of thirty-three
dollars and eighty-three Cents ($33.83) per share, which price is
not less than one hundred percent (100%) of the fair market value of the stock
(or not less than 110% of the fair market value of the stock for
Optionee-shareholders who own securities possessing more than ten percent (10%)
of the total combined voting power of all classes of securities of the Bancorp)
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

  	
   

  
	
  1,000

  	
   

  	
  immediate

  	
   

  
	
  1,000

  	
   

  	
  July 15, 2004

  	
   

  
	
  1,000

  	
   

  	
  July 15, 2005

  	
   

  
	
  1,000

  	
   

  	
  July 15, 2006

  	
   

  
	
  1,000

  	
   

  	
  July 15, 2007

  	
   

  



 


This option shall remain exercisable as to all vested shares until July 15,
2013 (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
Employment. 
Except as provided in Paragraphs 2 and 5 hereof, if Optionee shall cease
to be 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 an employee of the Bancorp or
a subsidiary corporation.


 


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.


 


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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 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 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 an employee of
the Bancorp or a subsidiary corporation.


 


If Optionee terminates his or her 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.


 


13.  Incentive
Stock Option. 
This Agreement is intended to be an incentive stock option agreement as
defined in Section 422 of the Code; provided, however, that if the option
shall fail to constitute an incentive stock option for any reason, the option
shall thereafter be governed by the provisions of the Plan regarding
nonqualified stock options.


 


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/ Kirk Dowdell

  	
   

  	
  By

  	
   

  	
  /s/ Chuck Bacchi

  	
   

  
	
   

  	
   

  	
  Kirk Dowdell

  	
   

  	
   

  	
  Chuck Bacchi, Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
   

  	
  /s/ Gary D. Gall

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Gary D. Gall, Pres/CEO

  
										



 


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