Mid-State Bancshares Sample Contracts

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EXHIBIT 99B
Stock Option Agreement • April 27th, 1999 • Mid-State Bancshares • State commercial banks • California
EXHIBIT 2
Mid-State Bancshares • August 7th, 2001 • State commercial banks • California
June 2, 2000
Mid-State Bancshares • June 5th, 2000 • State commercial banks

BARNET REITNER* WASHINGTON D.C. OFFICE: JOHN F. STUART 1730 K STREET, N.W., 11TH FLOOR ------------ WASHINGTON, D.C. 20006 ADMITTED ONLY IN CALIFORNIA *ADMITTED ONLY IN CALIFORNIA TEL (202) 466-2818 FAX (202) 466-3535

EXHIBIT 10.8
Control Agreement • March 31st, 1999 • Mid-State Bancshares • State commercial banks • California
SHOPPING CENTER LEASE TABLE OF CONTENTS OF LEASE i
BSM Bancorp • November 27th, 1996
AGREEMENT TO MERGE AND PLAN OF REORGANIZATION dated as of June 30, 2003 by and among MID-STATE BANCSHARES MID-STATE BANK & TRUST and OJAI VALLEY BANK
Agreement to Merge • July 2nd, 2003 • Mid-State Bancshares • State commercial banks • California

THIS AGREEMENT TO MERGE AND PLAN OF REORGANIZATION (“Agreement”) is entered into as of June 30, 2003, among Mid-State Bank & Trust, a banking company organized under the laws of California (“Bank”), being located in Arroyo Grande, California, Mid-State Bancshares, a corporation and registered bank holding company organized under the laws of California (“Company”) located in Arroyo Grande, California, and Ojai Valley Bank, a banking company organized under the laws of California (“Seller”), located in Ojai, California.

Graphics Logo) INFORMATION TECHNOLOGY INC. SOFTWARE LICENSE AGREEMENT
Software License Agreement • November 27th, 1996 • BSM Bancorp • Nebraska
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 26th, 2002 • Mid-State Bancshares • State commercial banks • California

THIS CHANGE IN CONTROL AGREEMENT (the "Agreement") is entered into as of January 9, 2002, by Mid-State Bank & Trust, a banking company organized under the laws of California ("Company"), located in Arroyo Grande, California, and James G. Stathos ("Executive" or "you").

EXHIBIT 99A AGREEMENT TO MERGE AND PLAN OF REORGANIZATION
Agreement to Merge and Plan of Reorganization • April 27th, 1999 • Mid-State Bancshares • State commercial banks • California
CHANGE IN CONTROL AGREEMENT April 12, 2000
Control Agreement • April 2nd, 2001 • Mid-State Bancshares • State commercial banks • California

Mid-State Bank, a California corporation (the "Company"), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may arise and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management to their assigned duties without distraction in circumstances arising from the possibility of a change in control of the Company. In particular, the Board believes it impor

CHANGE IN CONTROL AGREEMENT
Control Agreement • March 28th, 2003 • Mid-State Bancshares • State commercial banks • California

THIS CHANGE IN CONTROL AGREEMENT (the "Agreement") is entered into as of January 9, 2002, by Mid-State Bank & Trust, a banking company organized under the laws of California ("Company"), located in Arroyo Grande, California, and Harry H. Sackrider ("Executive" or "you").

AGREEMENT AND PLAN OF MERGER dated as of November 1, 2006 among VIB CORP, CHARDONNAY MERGER SUB CORP. and MID-STATE BANCSHARES
Agreement and Plan of Merger • November 3rd, 2006 • Mid-State Bancshares • State commercial banks • California

AGREEMENT AND PLAN OF MERGER, dated as of November 1, 2006 (this “Agreement”), among VIB Corp, a California corporation (“Acquiror”), Chardonnay Merger Sub Corp., a wholly-owned subsidiary of Acquiror organized under the laws of California (“Merger Sub”) and Mid-State Bancshares, a California corporation (the “Company”).

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 26th, 2002 • Mid-State Bancshares • State commercial banks • California

THIS FIRST AMENDMENT TO THE CHANGE IN CONTROL AGREEMENT (the "First Amendment") is entered into as of January 1, 2001, by Mid-State Bank, a banking company organized under the laws of California ("Company"), located in Arroyo Grande, California, and Carrol R. Pruett ("Executive").

AGREEMENT
Agreement • May 15th, 1997 • BSM Bancorp • State commercial banks • California
BY AND AMONG MID-STATE BANK,
Merge and Plan of Reorganization • April 11th, 2001 • Mid-State Bancshares • State commercial banks • California
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