**Exhibit10.49**

 

**NOTWITHSTANDING ANY OTHER PROVISIONOF THIS AGREEMENT, NO SHARES OF WESTERN SIERRA BANCORP’S COMMON STOCK SHALL BEISSUED PURSUANT HERETO UNLESS THE WESTERN SIERRA BANCORP 1999 STOCK OPTION PLANSHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF WESTERN SIERRA BANCORP.**

 

**WESTERN SIERRA BANCORP**

**NONQUALIFIED STOCK OPTION AGREEMENT**

 

This NonqualifiedStock Option Agreement (the “Agreement”) is made and entered into as of the31st day of December, 2002, by and between Western Sierra Bancorp, a Californiacorporation (the “Bancorp”), and Barbara Cook, (“Optionee”);

 

WHEREAS, pursuantto the Western Sierra Bancorp 2002 Stock Option Plan (the “Plan”), a copy ofwhich is attached hereto, the Board of Directors of the Bancorp has authorizedgranting to Optionee a nonqualified stock option to purchase all or any part ofFour Hundred (400) authorized but unissued shares of the Bancorp’s common stockat the price of Twenty-Six Dollars and Fifty Cents ($26.50) per share, suchoption to be for the term and upon the terms and conditions hereinafter stated;

 

NOW, THEREFORE, itis hereby agreed:

 

**1. Grant of Option.**Pursuant to said action of the Board of Directors, the Bancorp hereby grants toOptionee the option to purchase, upon and subject to the terms and conditionsof the Plan which is incorporated in full herein by this reference, all or anypart of Four Hundred (400) shares of the Bancorp’s common stock (hereinaftercalled “stock”) at the price of Twenty-Six Dollars and Fifty Cents ($26.50) pershare, which price is not less than one hundred percent (100%) of the fairmarket value of the stock as of the date of action of the Board of Directorsgranting this option.

 

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

 
| **Number of Shares** |   | **Vesting  Date** |
|----------------------|--------|-------------------|
| 400                  |   | Immediate         |
|                 |   |              |
|                 |   |              |
|                 |   |              |
|                 |   |              |
|                 |   |              |

 

This option shall remain exercisable as to all vested shares untilDecember 31, 2012 (but not later than ten (10) years from the date this optionis granted) unless this option has expired or terminated earlier in accordancewith the provisions hereof or in the Plan. Subject to paragraphs 4 and 5,shares as to which this option becomes exercisable pursuant to the foregoingprovision 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 asthat which is attached as Exhibit A) delivered to the Bancorp stating thenumber of shares with respect to which this option is being exercised, togetherwith (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 byOptionee and held by Optionee for a period of at least six months.Notwithstanding the foregoing, in the event Optionee does exercise the optionby utilizing (b) above, Optionee should obtain tax advice as to theconsequences of such action. Not less than ten (10) shares may be purchased atany one time unless the number purchased is the total number which may bepurchased under this option and in no event may the option be exercised withrespect to fractional shares. Upon exercise, Optionee shall make appropriatearrangements and shall be responsible for the withholding of any federal andstate taxes then due.

 

**4. Cessation of Directorship orEmployment.** Except as provided in Paragraphs 2 and 5hereof, if Optionee shall cease to be a director or an employee of the Bancorpor a subsidiary corporation for any reason other than Optionee’s death ordisability [as defined in Section 22(e)(3) of the Internal Revenue Code of1986, as amended from time to time (the “Code”)], this option shall expirethree (3) months thereafter. During the three (3) month period this optionshall be exercisable only as to those installments, if any, which had accruedas of the date when Optionee ceased to be a director or an employee of theBancorp or a subsidiary corporation. If Optionee is both a director and anemployee, then such option shall expire three (3) months after the latter ofthe date of termination of Optionee’s directorship or employment.

 

**5. Termination of Employment forCause.** If Optionee’s employment with the Bancorp or asubsidiary corporation is terminated for cause, this option shall expire thirty(30) days from the date of such termination. Termination for cause shallinclude, but not be limited to, termination for malfeasance or grossmisfeasance in the performance of duties or conviction of a crime involvingmoral turpitude, and, in any event, the determination of the Board of Directorswith respect thereto shall be final and conclusive.

 

**6. Nontransferability; Death orDisability of Optionee.** This option shall not betransferable except by will or by the laws of descent and distribution andshall be exercisable during Optionee’s lifetime only by Optionee. If Optioneedies while serving as a director or an employee of the Bancorp or a subsidiarycorporation, or during the three (3) month period referred to in Paragraph 4hereof, this option shall expire one (1) year after the date of Optionee’sdeath or on the day

 

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specified in Paragraph 2 hereof, whichever is earlier. After Optionee’sdeath but before such expiration, the persons to whom Optionee’s rights underthis option shall have passed by will or by the laws of descent anddistribution or the executor or administrator of Optionee’s estate shall havethe right to exercise this option as to those shares for which installments hadaccrued under Paragraph 2 hereof as of the date on which Optionee ceased to bea director or an employee of the Bancorp or a subsidiary corporation.

 

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

 

**7. Employment.**This Agreement shall not obligate the Bancorp or a subsidiary corporation toemploy Optionee for any period, nor shall it interfere in any way with theright of the Bancorp or a subsidiary corporation to reduce Optionee’scompensation.

 

**8. Privileges of Stock Ownership.**Optionee shall have no rights as a shareholder with respect to the Bancorp’sstock subject to this option until the date of issuance of stock certificatesto Optionee. Except as provided in the Plan, no adjustment will be made fordividends or other rights for which the record date is prior to the date suchstock certificates are issued.

 

**9. Modification and Termination.**The rights of Optionee are subject to modification and termination upon theoccurrence 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 ofthis option, will notify the Bancorp not more than five (5) days after any saleor other disposition of such shares.

 

**11. Representations of Optionee.**No shares issuable upon the exercise of this option shall be issued anddelivered unless and until the Bancorp has complied with all applicablerequirements of California and federal law and of the Securities and ExchangeCommission and the California Department of Corporations pertaining to theissuance and sale of such shares, and all applicable listing requirements ofthe securities exchanges, if any, on which shares of the Bancorp of the sameclass are then listed. Optionee agrees to ascertain that such requirementsshall have been complied with at the time of any exercise of this option. Inaddition, if the Optionee is an “affiliate” for purposes of the Securities Actof 1933, there may be additional restrictions on the resale of stock, and Optioneetherefore agrees to ascertain what those restrictions are and to abide by therestrictions and other applicable federal and state securities laws.

 

Furthermore, theBancorp may, if it deems appropriate, issue stop transfer instructions againstany shares of stock purchased upon the exercise of this option and affix to anycertificate representing such shares the legends which the Bancorp deemsappropriate.

 

Optioneerepresents that the Bancorp, its directors, officers, employees and agents havenot and will not provide tax advice with respect to the option, and Optioneeagrees to consult with his or her own tax advisor as to the specific taxconsequences 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 toit in care of its President or Chief Financial Officer at its main office andany notice to Optionee shall be addressed to Optionee’s address on file withthe Bancorp or a subsidiary corporation, or to such other address as either maydesignate to the other in writing. Any notice shall be deemed to be duly givenif and when enclosed in a properly sealed envelope and addressed as statedabove and deposited, postage prepaid, with the United States Postal Service. Inlieu of giving notice by mail as aforesaid, any written notice under thisAgreement may be given to Optionee in person, and to the Bancorp by personaldelivery to its President or Chief Financial Officer.

 

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

 
| **OPTIONEE** | **WESTERN SIERRA BANCORP** |
|--------------|----------------------------|
|         |                       |   |   |   |
| By           | /s/ Barbara Cook           |   | By | /s/ Gary Gall |   |   |
|         | Barbara Cook               |   |   | Gary Gall,  President & CEO |   |   |
|         |                       |   |   |   |
|         |                       |   |   |   |
|         |                       | By | /s/ Chuck Bacchi |   |   |
|         |                       |   | Chuck Bacchi,  Chairman |   |   |
|              |                            |  |  |  |  |  |  |  |

 

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