Exhibit 10.13


 


NOTWITHSTANDING
ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF COMMUNITY VALLEY BANCORP’S
COMMON STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE COMMUNITY VALLEY
BANCORP 2000 STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS
OF COMMUNITY VALLEY BANCORP.


 


COMMUNITY VALLEY BANCORP


 


INCENTIVE STOCK OPTION AGREEMENT


 


This Incentive Stock Option Agreement (the “Agreement”) is made and
entered into as of the 24th day of December, 2002, by and between Community
Valley Bancorp, a California corporation (the “Company”), and Barbara Crouse (“Optionee”);


 


WHEREAS, pursuant to the Community Valley Bancorp 2000 Stock Option
Plan, as amended (the “Plan”), a copy of which is attached hereto, the Board of
Directors of the Company has authorized granting to Optionee, an incentive
stock option to purchase all or any part of Two thousand (2,000) authorized but
unissued shares of the Company’s common stock for cash at the price of Nineteen
Dollars and no Cents ($19.00) 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 and pursuant to authorizations granted by
all appropriate regulatory and governmental agencies, the Company 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 thousand (2,000) shares of the Company’s common
stock (hereinafter called “stock”) at the price of Ninetee Dollars and no Cents
($19.00) 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 more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company)
as of the date of action of the Board of Directors granting this option.


 

















 


2.             Exercisability.  This option
shall be exercisable as to up to, but not including, 20% of the option
shares granted per year for a five year period, at which time options will be
exercisable at 100% of grant.  The first
20% vesting will be available for exercise 12 months from the date of grant.  This option shall remain exercisable as to
all of such shares until December 24, 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.  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 delivered to the Company stating the number
of shares with respect to which this option is being exercised, together with
cash in the amount of the purchase price of such shares.  Not fewer than ten (10) shares may be
purchased at any one time unless the number of shares purchased is the total
number of shares which is exercisable at such time, 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 Company 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 Company or
a subsidiary corporation.


 


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5.             Termination of Employment
for Cause.  If Optionee’s employment with the Company or
a subsidiary corporation is terminated for cause, this option shall expire
immediately, unless reinstated by the Board of Directors within thirty days
(30) days of such termination by giving written notice of such reinstatement to
Optionee at his or her last known address. 
In the event of such reinstatement, Optionee may exercise this option
only to such extent, for such time, and upon such terms and conditions as if
Optionee had ceased to be an employee of the Company or a subsidiary
corporation upon the date of such termination for a reason other than cause,
death or disability.  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 applicable 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 Company 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 applicable 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 Company or a subsidiary corporation.


 


If Optionee terminates his or her employment because of disability,
Optionee may exercise this option to the extent he or she is entitled to do so
at the date of termination, at any


 


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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 Company or a subsidiary corporation to employ Optionee
for any period, nor shall it interfere in any way with the right of the Company
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 Company’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 Company not more than five (5) days after any sale
or other disposition of such shares.  No
shares issuable upon the exercise of this option shall be issued and delivered
unless and until the Company has fully complied with all applicable
requirements of any regulatory agency having jurisdiction over the Company, and
all applicable requirements of any exchange upon which stock of the Company may
be listed.


 


11.          Notices.  Any notice to
the Company 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 Company 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


 


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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 Company by personal delivery to its President or
Chief Financial Officer.


 


12.          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

  	
   

  	
  COMMUNITY
  VALLEY BANCORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/: Barabara A Crouse

  	
   

  	
  By

  	
  /s/: K C Robbins

  
	
  Barbara A Crouse

  	
   

  	
  Keith C. Robbins

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/: John F Coger

  



 


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