Exhibit
10.86


 


SEVERANCE AGREEMENT


 


This Severance
Agreement (“Agreement”), which is entered into by and between Western Sierra
Bancorp (Hereinafter “Bancorp”), and Kirk Dowdell (hereinafter “Executive”) is
made with reference to the following facts:


 


RECITAL


 


WHEREAS, Bancorp desires to
provide Executive with severance compensation and Executive desires severance
compensation, in the event there is a change in control of Bancorp.


 


NOW, THEREFORE, in consideration
of the representations, warranties and covenants set forth herein, the parties,
intending to be bound thereby, hereby agree as follows:


 


ARTICLE 1.


SEVERANCE


 


1.1          Severance Payment.  In the event of (i) any merger
or consolidation where Bancorp is (A) not the surviving or resulting
corporation or (B) the shareholders of Bancorp at the time immediately prior to
such merger will own less than fifty percent (50%) on a direct or indirect
basis of the voting equity interests of the surviving corporation after such
merger, (ii) the transfer of all or substantially all of the assets of Bancorp,
or (iii) a sale of the equity securities of Bancorp representing more than
fifty percent (50%) of the aggregate voting power of all outstanding equity
securities of Bancorp to any person or entity, or any group of persons and/or
entities acting in concert (any of these events shall be referred to as an
“Acquisition”), this Agreement shall continue in full force and effect.  In the event that an Acquisition occurs and
that Executive: (i) is not retained by the resulting corporation for a period
of eighteen (18) months in a position comparable to that of the highest level
executive vice-president of the resulting corporation or position accepted by
Executive, or (ii) the resulting corporation reduces Executive’s base salary
from Executive’s base salary at the time immediately prior to the Acquisition
at any time during the eighteen (18) month period following the consummation of
the Acquisition, then Bancorp shall pay to Executive a sum equal to his monthly
base salary, measured by the month immediately preceding the consummation of
the Acquisition, multiplied by the lesser eighteen (18) or the number of full
or partial calendar months remaining between the consummation of the
Acquisition and the Executive’s sixty-fifth (65th) birthday, which
shall be paid to Executive in a lump sum, which sall be payable within ten (10)
days of termination of Executives employment with the resulting corporation.


 


The
election provided for herein shall be in writing, and shall be delivered to
Bancorp’s principal executive office. 
The payment provided for herein shall be considered to be in full and
complete satisfaction of any and all rights which Executive may enjoy other
than (i) rights under the Executive’s Salary Continuation Agreement, and (ii)
rights, if any, to exercise any stock options which vested prior to such
termination.


 


1.2          Dissolution of
Bancorp.  This Agreement
shall not be terminated by the voluntary or involuntary dissolution of
Bancorp.  Notwithstanding the foregoing,
in the event proceedings for liquidation of Bancorp are commenced by regulatory
authorities, this Agreement and all rights and benefits hereunder shall
terminate.


 


1.3          Term of Agreement.  This Agreement
shall continue until 12/31/08 (hereinafter “Termination Date”).  The Termination Date may be amended or
extended by written agreement of the parties. 
This Agreement shall apply to any Acquisition that is consummated prior
to the Termination Date provided that Executive is employed by Bancorp at the
date of public announcement of the Acquisition.


 

















 


ARTICLE 2.


GENERAL
PROVISIONS


 


2.1.         Headings.  The subject
headings of the paragraphs and subparagraphs of this Agreement are included for
purposes of convenience only, and shall not affect the construction or interpretation
of any of its provisions.


 


2.2          Entire Agreement.  This Agreement constitutes the entire
agreement between the parties pertaining to the subject matter contained in it
and supersedes all prior and contemporaneous agreements, representations, and understandings
of the parties.  No supplement,
modification, or amendment of this Agreement 
shall be binding unless executed in writing by all of the parties.  No waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a continuing
waiver.  No waiver shall be binding
unless executed in writing by the party making the waiver.


 


2.3          Parties in
Interest.              Nothing
in this Agreement, whether express or implied, is intended to confer any rights
or remedies under or by reason of this Agreement on any person other than the
parties to it and their respective successors and assigns, nor is anything in
this Agreement intended to relieve or discharge the obligation or liability of
any third persons to any party to this Agreement, nor shall any provision give
any third persons any right of subrogation or action over or against any party
to this Agreement.


 


2.4          Successors and
Assigns.   This Agreement shall be binding on, and shall inure
to the benefit of, the parties to it, and their respective heirs, legal
representatives, successors, and assigns.


 


2.5          Counterparts.       This Agreement may be executed in any
number of counterparts and each such counterpart shall be deemed to be an
original instrument.


 


2.6          Attorneys’ Fees
and Costs.                If
any party to this Agreement shall take any action to enforce this Agreement or
bring any action or commence any arbitration for any relief against any other
party, declaratory or otherwise, arising out of this Agreement, the losing
party shall pay to the prevailing party a reasonable sum for attorneys’ fees
incurred in bringing such suit or arbitrations and/or enforcing any judgment
granted therein, all of which shall be deemed to have accrued upon the
commencement of such action or arbitration and shall be paid whether or not
such action or arbitration is prosecuted to judgment.  Any judgment or order entered in such action or arbitration shall
contain a specific provision providing for the recovery of attorneys’ fees and
costs incurred in enforcing such judgment. 
For purposes of this section, attorneys’ fees shall include, without
limitation, fees incurred in the following:  (a)
post-judgment motions and collection actions; (b) contempt proceedings; (c)
garnishment, levy and debtor and third party examinations; (d) discovery; and
(e) bankruptcy litigation.


 


2.7          Jurisdiction and
Venue.                     Any
suit involving any dispute or matter arising under this Agreement may only be
brought in the appropriate United States District Court in California or any
California State Court having jurisdiction over the subject matter of the
dispute or matter.  All parties hereby
consent to the exercise of personal jurisdiction by any such court with respect
to any such proceeding.


 


2.8          Governing Law.    This Agreement shall be construed in
accordance with, and governed by, the laws of the State of California, the
United States of America.


 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on the day and year set forth below.


 


	
   

  	
  WESTERN SIERRA BANCORP

  
	
   

  	
   

  
	
  By:

  	
  / s/ Kirk Dowdell

  	
   

  	
   

  	
  By:

  	
  / s/ Gary D. Gall

  	
   

  
	
   

  	
  Executive

  	
   

  	
   

  	
   

  	
  Gary D. Gall, President/CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:
  

  	
  January
  16, 2004

  	
   

  	
   

  	
  Dated:

  	
   
  January 16, 2004