Form of Nonstatutory Stock Option Agreement


 Exhibit 10.2 
  
 PLACER SIERRA BANCSHARES 
  
 NONSTATUTORY STOCK OPTION AGREEMENT 
  

	1.	GRANT. 

  
 Placer Sierra Bancshares, a California corporation (the “Company”), hereby grants on                  (the “Grant
Date”) to                  (the “Optionee”), an option (the “Option”) to purchase a total of
                 Shares of common stock of the Company, at the exercise price set forth below, which Option is in all respects subject to the terms, definitions
and provisions of the Placer Sierra Bancshares 2002 Stock Option Plan (the “Plan”). Capitalized terms used herein shall have the meanings assigned to them in the Plan. 
  

	2.	NATURE OF THE OPTION. 

  
 This Option is intended by the Company and the Optionee to be a Nonstatutory Option and does not qualify for any special tax benefits to the Optionee.
This option is NOT an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 
  

	3.	EXERCISE PRICE. 

  
 The Exercise Price is $             for each share of common stock, which price is not
less than the Fair Market Value per share of the common stock of the Company on the Grant Date. 
  

	4.	TERM OF OPTION. 

  
 Subject to earlier termination as provided in the Plan, this Option shall terminate
                         (            ) years from the
Grant Date of this Option, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 
  

	5.	EXERCISE OF OPTION. 

  
 This Option shall be exercisable during its term in accordance with the provisions of the Plan as follows: 
  
 (a) RIGHT TO EXERCISE. This Option shall vest cumulatively from the date of
Grant Date, exercisable as follows: immediately as to     % (                ) of the number of Shares covered by the Option; as to
    % (                ) of the number of Shares covered by the Option on the first anniversary of the Grant Date; and as to additional
increments of     % (                ) of the number of Shares covered by the Option on each subsequent anniversary of the Grant Date
thereafter until the Option is fully vested. 
  
 (b) MINIMUM
EXERCISE. This Option may not be exercised for fewer than ten (10) Shares nor for a fraction of a Share. 
  
 (c) METHOD OF EXERCISE. This Option shall be exercisable by written notice, in the form attached hereto as Exhibit A, which shall state the
election to exercise the Option and specify the number of whole Shares in respect of which the Option is being exercised. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail, to the Secretary of
the Company accompanied by payment of the Exercise Price specified in Section 3 above. 






 No Shares will be issued pursuant to the exercise of the Option unless such issuance and such exercise
shall comply with all relevant provisions of law and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares
shall be considered transferred to the Optionee as of the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any Shares until the issuance of a stock
certificate to the Optionee for such Shares. 
  
 (d) METHOD OF
PAYMENT. The entire Exercise Price of Shares issued under this Option shall be payable in cash or by certified check, official bank check, or the equivalent thereof acceptable to the Company at the time when such Shares are purchased. Such payment
also shall include the amount of any withholding tax obligation which may arise in connection with the exercise, as determined by the Company. In addition, payment may be made in any of the following forms: 
  
 SURRENDER OF PREVIOUSLY OWNED STOCK. Payment of all or part of the Exercise
Price and any withholding taxes may be made all or in part with Shares which have already been owned by the Optionee or Optionee’s representative and which are surrendered to the Company in good form for transfer. Such Shares shall be valued at
their Fair Market Value on the date when the new Shares are purchased pursuant to exercise of the Option. 
  
 EXERCISE/SALE. Payment may be made by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by
the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes. 
  
 EXERCISE/PLEDGE. Payment may be made by the delivery (on a form prescribed by the Company) of an irrevocable direction to
pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes. 
  
 (e) TERMINATION OF SERVICE. In the event that the Optionee’s Service as
an Employee terminates: 
  
 (i) As a result of
such Optionee’s death or Total and Permanent Disability, the term of this Option shall expire twelve months after such death or Total and Permanent Disability, unless such date is extended by the Committee pursuant to the Plan, but not later
than the expiration date specified in Section 4 above. 
  
 (ii) As a result of termination by the Company for cause as defined in the Plan, this Option shall expire at the time notice or advice of such removal or termination is dispatched by the Company and, notwithstanding anything else herein to
the contrary, neither Optionee nor Optionee’s estate shall be entitled to exercise this Option with respect to any Shares whatsoever after such removal or termination. As used in this paragraph (ii), Company includes Affiliates of the Company.

  
 (iii) As a result of termination for any
reason other than Total and Permanent Disability, death or cause, the term of the Option shall expire three months and one day after such termination, but not later than the original expiration date specified in Section 4 above. Neither the Plan nor
this Option shall be deemed to give Optionee a right to remain an employee or consultant of the Company or an Affiliate. The Company and its Affiliates reserve the right to terminate the service of any employee or consultant at any time, with or
without cause, subject to applicable laws and the terms of any written employment agreement. 
  

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	6.	NON-TRANSFERABILITY OF OPTION. 

  
 This Option may be exercised during the lifetime of Optionee only by Optionee and may not be transferred in any manner other than by will or by the laws
of descent and distribution, by instrument to an inter vivos or testamentary trust in which the options are to be passed to beneficiaries upon the death of the trustor/settlor, or by gift to “immediate family,” as that term is defined in
17 C.F.R. 240.16a-1(e) or successor statute or regulation thereto. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 
  

	7.	ADJUSTMENT OF SHARES. 

  
 If the outstanding shares of Stock are increased, decreased, or changed into or exchanged for a different number or kind of shares or securities of the
Company, through a reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, stock consolidation, partial or complete liquidation or otherwise, without consideration to the Company, an adjustment
shall be made in the number and class of Shares covered by the Option, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights. 
  
 Except as provided in the Plan, Optionee shall have no rights by reason of
any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class. Any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to the Option. The grant of this Option pursuant to the Plan shall not
affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets. 
  

	8.	TAXATION UPON EXERCISE OF OPTION. 

  
 Optionee understands that upon exercise of this Option, he will generally recognize income for tax purposes in an amount equal to the excess of the then
Fair Market Value of the Shares over the exercise price. With respect to any Optionee that is a Payroll Employee as defined in the Plan, the Company will be required to withhold tax from Optionee’s current compensation with respect to such
income; to the extent that Optionee’s current compensation is insufficient to satisfy the withholding tax liability, the Company may require the Optionee to make a cash payment to cover such liability as a condition of exercise of this Option.
The Optionee may elect to pay such tax by (i) requesting the Company to withhold a sufficient number of Shares from the Shares otherwise due upon exercise or (ii) by delivering a sufficient number of Shares of the Company’s common stock which
have been previously held by the Optionee for such a period of time as the Committee may require. The aggregate value of the Shares withheld or delivered, as determined by the Committee must be sufficient to satisfy all such applicable taxes, except
as otherwise permitted by the Committee. If the Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Optionee’s election must be made in compliance with rules and procedures established by the Committee.

  

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 THE FEDERAL TAX CONSEQUENCES OF STOCK OPTIONS ARE COMPLEX AND SUBJECT TO CHANGE. ACCORDINGLY, OPTIONEE
(OR HIS OR HER GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION. 
  
 Grant Date:
                     , 2         
  
 PLACER SIERRA BANCSHARES 
  

															
	 By:
	 	  

	 	    By:	 	 	 	

								
	 	 	  

	 	,	 	 	 	 	 	 	 	
	 	, Secretary
	 	 	Chief Executive Officer	 	 	 	 	 	 	 	 	 	 	 	 

  
 Optionee represents
that Optionee has received a copy of the Plan, has read the terms and provisions of this Option and hereby accepts the same subject to all the terms and provisions of the Plan. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board of Directors or its duly appointed Committee upon any questions arising under the Plan or this Option Agreement. 
  

			
	 Dated:
                    
	 	

	 	 	NAME:

  

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