**Exhibit 10.13**

 

**NOTWITHSTANDINGANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF COMMUNITY VALLEY BANCORP’SCOMMON STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE COMMUNITY VALLEYBANCORP 2000 STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERSOF COMMUNITY VALLEY BANCORP.**

 

**COMMUNITY VALLEY BANCORP**

 

**INCENTIVE STOCK OPTION AGREEMENT**

 

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

 

WHEREAS, pursuant to the Community Valley Bancorp 2000 Stock OptionPlan, as amended (the “Plan”), a copy of which is attached hereto, the Board ofDirectors of the Company has authorized granting to Optionee, an incentivestock option to purchase all or any part of Two thousand (2,000) authorized butunissued shares of the Company’s common stock for cash at the price of NineteenDollars and no Cents ($19.00) per share, such option to be for the term andupon the terms and conditions hereinafter stated;

 

NOW, THEREFORE, it is hereby agreed:

 

**1.****            ****Grant of Option****.**  Pursuant tosaid action of the Board of Directors and pursuant to authorizations granted byall appropriate regulatory and governmental agencies, the Company hereby grantsto Optionee the option to purchase, upon and subject to the terms andconditions 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 commonstock (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%) ofthe fair market value of the stock (or not less than 110% of the fair marketvalue 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.

 

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**2.****            ****Exercisability****.**  This optionshall be exercisable as to up to, but not including, 20% of the optionshares granted per year for a five year period, at which time options will beexercisable at 100% of grant.  The first20% vesting will be available for exercise 12 months from the date of grant.  This option shall remain exercisable as toall of such shares until December 24, 2012, (but not laterthan ten (10) years from the date this option is granted) unless thisoption has expired or terminated earlier in accordance with the provisionshereof.  Shares as to which this optionbecomes exercisable pursuant to the foregoing provision may be purchased at anytime prior to expiration of this option.

 

**3.****            ****Exercise of Option****.**  This optionmay be exercised by written notice delivered to the Company stating the numberof shares with respect to which this option is being exercised, together withcash in the amount of the purchase price of such shares.  Not fewer than ten (10) shares may bepurchased at any one time unless the number of shares purchased is the totalnumber of shares which is exercisable at such time, and in no event may theoption be exercised with respect to fractional shares.  Upon exercise, Optionee shall makeappropriate arrangements and shall be responsible for the withholding of anyfederal and state taxes then due.

 

**4.****            ****Cessation of Employment****.**  Except asprovided in Paragraphs 2 and 5 hereof, if Optionee shall cease to be anemployee of the Company or a subsidiary corporation for any reason other thanOptionee’s death or disability [as defined in Section 22(e)(3) of theInternal Revenue Code of 1986, as amended from time to time (the “Code”)], thisoption shall expire three (3) months thereafter.  During the three (3) month period thisoption shall be exercisable only as to those installments, if any, which hadaccrued as of the date when Optionee ceased to be an employee of the Company ora subsidiary corporation.

 

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**5.****            ****Termination of Employmentfor Cause****.**  If Optionee’s employment with the Company ora subsidiary corporation is terminated for cause, this option shall expireimmediately, unless reinstated by the Board of Directors within thirty days(30) days of such termination by giving written notice of such reinstatement toOptionee at his or her last known address. In the event of such reinstatement, Optionee may exercise this optiononly to such extent, for such time, and upon such terms and conditions as ifOptionee had ceased to be an employee of the Company or a subsidiarycorporation upon the date of such termination for a reason other than cause,death or disability.  Termination forcause shall include, but not be limited to, termination for malfeasance orgross misfeasance in the performance of duties or conviction of a crimeinvolving moral turpitude, and, in any event, the determination of the Board ofDirectors with respect thereto shall be final and conclusive.

 

**6.****            ****Nontransferability; Deathor Disability of Optionee****.**  This option shall not be transferable exceptby will or by the applicable laws of descent and distribution and shall beexercisable during Optionee’s lifetime only by Optionee.  If Optionee dies while serving as an employeeof the Company or a subsidiary corporation, or during the three (3) monthperiod referred to in Paragraph 4 hereof, this option shall expire one (1) yearafter the date of Optionee’s death or on the day specified in Paragraph 2hereof, whichever is earlier.  AfterOptionee’s death but before such expiration, the persons to whom Optionee’srights under this option shall have passed by will or by the applicable laws ofdescent and distribution or the executor or administrator of Optionee’s estateshall have the right to exercise this option as to those shares for whichinstallments had accrued under Paragraph 2 hereof as of the date on whichOptionee 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 soat the date of termination, at any

 

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time within one (1) yearof the date of termination, or before the expiration date specified inParagraph 2 hereof, whichever is earlier.

 

**7.****            ****Employment****.**  This Agreementshall not obligate the Company or a subsidiary corporation to employ Optioneefor any period, nor shall it interfere in any way with the right of the Companyor a subsidiary corporation to reduce Optionee’s compensation.

 

**8.****            ****Privileges of StockOwnership****.**  Optionee shall have no rights as ashareholder with respect to the Company’s stock subject to this option untilthe date of issuance of stock certificates to Optionee.  Except as provided in the Plan, no adjustmentwill be made for dividends or other rights for which the record date is priorto the date such stock certificates are issued.

 

**9.****            ****Modification andTermination****.**  The rights of Optionee are subject tomodification and termination upon the occurrence of certain events as providedin Sections 13 and 14 of the Plan.

 

**10.****         ****Notification of Sale****.**  Optioneeagrees that Optionee, or any person acquiring shares upon exercise of thisoption, will notify the Company not more than five (5) days after any saleor other disposition of such shares.  Noshares issuable upon the exercise of this option shall be issued and deliveredunless and until the Company has fully complied with all applicablerequirements of any regulatory agency having jurisdiction over the Company, andall applicable requirements of any exchange upon which stock of the Company maybe listed.

 

**11.****         ****Notices****.**  Any notice tothe Company provided for in this Agreement shall be addressed to it in care ofits President or Chief Financial Officer at its main office and any notice toOptionee shall be addressed to Optionee’s address on file with the Company or asubsidiary corporation, or to such other address as either may designate to theother in writing.  Any notice shall bedeemed to be duly given if and when enclosed in a properly sealed envelope and

 

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addressed asstated above and deposited, postage prepaid, with the United States PostalService.  In lieu of giving notice bymail as aforesaid, any written notice under this Agreement may be given toOptionee in person, and to the Company by personal delivery to its President orChief Financial Officer.

 

**12.****         ****Incentive Stock Option****.**  This Agreementis intended to be an incentive stock option agreement as defined in Section 422of the Code; provided, however, that if the option shall fail to constitute anincentive stock option for any reason, the option shall thereafter be governedby the provisions of the Plan regarding nonqualified stock options.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement asof 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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