Premierwest Bancorp Sample Contracts

ARTICLE 1 DEFINITIONS
Continuation Agreement • March 26th, 2003 • Premierwest Bancorp • Finance services • Oregon
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RECITALS
Agreement of Merger • November 7th, 2003 • Premierwest Bancorp • Finance services • Oregon
AGREEMENT
Employment Agreement • March 26th, 2003 • Premierwest Bancorp • Finance services • Oregon
PURCHASE AND ASSUMPTION AGREEMENT dated as of February 19, 2009 between WACHOVIA BANK, N.A., and PREMIERWEST BANK
Purchase and Assumption Agreement • May 11th, 2009 • Premierwest Bancorp • National commercial banks • Delaware

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of February 19, 2009 (“Agreement”), between Wachovia Bank, N.A. (“Seller”) and PremierWest Bank (“Purchaser”). PremierWest Bancorp, an Oregon corporation and parent of Purchaser (“Parent”), is executing this Agreement solely for purposes of Section 12.6(a).

EXHIBIT 10.2 AGREEMENT ---------
2 Agreement • February 4th, 2000 • Premierwest Bancorp • Oregon
EXHIBIT 10.3 AGREEMENT ---------
3 Agreement • February 4th, 2000 • Premierwest Bancorp • Oregon
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 30th, 2012 • Premierwest Bancorp • National commercial banks • Washington

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 29, 2012, among STARBUCK BANCSHARES, INC., a Minnesota corporation ("Parent"), PEARL MERGER SUB CORP., an Oregon corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and PREMIERWEST BANCORP, an Oregon corporation (the "Company").

EXHIBIT 10.8 AGREEMENT ---------
8 Agreement • February 4th, 2000 • Premierwest Bancorp • Oregon
FORM OF SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • January 27th, 2010 • Premierwest Bancorp • National commercial banks • Massachusetts

This Subscription Agent Agreement (the “Agreement”) is made as of [— ], 2010 between PremierWest Bancorp (the “Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the (Registration Statement on Form S-1, File No. 333-163201 filed by the Company with the Securities and Exchange Commission on November 18, 2009, as amended by any amendment filed with respect thereto (the “Registration Statement”).

PREMIERWEST BANCORP EMPLOYMENT AGREEMENT FOR MICHAEL FOWLER Dated as of March 29, 2008
Employment Agreement • August 11th, 2008 • Premierwest Bancorp • National commercial banks • Oregon

This Employment Agreement (this “Agreement”) by and among PremierWest Bancorp, an Oregon corporation, PremierWest Bank, an Oregon state chartered bank (the “Bank”) (collectively “PremierWest”) and Michael Fowler, is dated as of March 29, 2008.

PREMIERWEST BANK EXECUTIVE SURVIVOR INCOME AGREEMENT
Income Agreement • March 18th, 2009 • Premierwest Bancorp • National commercial banks • Oregon

THIS EXECUTIVE SURVIVOR INCOME AGREEMENT is made this 12th day of November, 2002, by and between PremierWest Bank, an Oregon-chartered, FDIC-insured bank with its main office in Medford, Oregon (the “Bank”), and Rich Hieb (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 6th, 2012 • Premierwest Bancorp • National commercial banks • Oregon

This Employment Agreement (this “Agreement”) by and between PremierWest Bank, an Oregon state chartered bank (the “Bank” or “PremierWest”) and wholly owned subsidiary of PremierWest Bancorp, (“PremierWest Bancorp”) and Steven R. Erb (“Executive”), is made and entered into effective dated as of January 15, 2012 (the “Effective Date”).

PREMIERWEST BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (SERP)
Supplemental Executive Retirement Plan Agreement • January 24th, 2013 • Premierwest Bancorp • National commercial banks • Oregon

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (this “Agreement”) is effective as of January 23, 2013, by and between PremierWest Bancorp, an Oregon corporation (“Bancorp”), PremierWest Bank, an Oregon state-chartered, FDIC-insured bank with its main office in Medford, Oregon (the “Bank,” and collectively with Bancorp, “PremierWest”), and Steven R. Erb (“Executive”).

PREMIERWEST BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (SERP)
Supplemental Executive Retirement Plan Agreement • March 14th, 2008 • Premierwest Bancorp • National commercial banks • Oregon

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (this “Agreement”) is made December 13, 2007, by and between PremierWest Bancorp, an Oregon corporation (“Bancorp”), PremierWest Bank, an Oregon-chartered, FDIC-insured bank with its main office in Medford, Oregon (the “Bank”) (collectively “PremierWest”), and John Anhorn, (the “Executive”), replacing the Agreement dated July 29, 2004, and is effectively retroactive to January 1, 2005.

EXHIBIT 10.5 LEASE AND PURCHASE AGREEMENT
Lease and Purchase Agreement • February 4th, 2000 • Premierwest Bancorp • Oregon
PREMIERWEST BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (SERP)
Supplemental Executive Retirement Plan Agreement • April 3rd, 2009 • Premierwest Bancorp • National commercial banks • Oregon

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (this “Agreement”) is effective as of April 1, 2009, by and between PremierWest Bancorp, an Oregon corporation (“Bancorp”), PremierWest Bank, an Oregon-chartered, FDIC-insured bank with its main office in Medford, Oregon (the “Bank,” and collectively with Bancorp, “PremierWest”), and James M. Ford (“Executive”).

Recitals --------
Security and Deposit Agreement • February 4th, 2000 • Premierwest Bancorp • Washington
FIRST AMENDMENT TO PREMIERWEST BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (SERP)
Executive Retirement Plan Agreement • March 18th, 2009 • Premierwest Bancorp • National commercial banks

This First Amendment dated April 24, 2008 (this “Amendment”), amends the Supplemental Executive Retirement Plan Agreement (SERP) by and between PremierWest Bancorp (“Bancorp”), PremierWest Bank (“Bank”, and together with Bancorp, “Company”) and Tom Anderson (the “Executive”) dated December 13, 2007 (the “Agreement”).

February 13, 2009 Dear [Senior Executive Officer Name],
Letter Agreement • February 17th, 2009 • Premierwest Bancorp • National commercial banks

Effective today, PremierWest Bancorp (the “Company”) entered into a Letter Agreement including Securities Purchase Agreement—Standard Provisions (the “Purchase Agreement”) with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

PREMIERWEST BANK CONTINUING BENEFITS AGREEMENT
Premierwest Bank Continuing Benefits Agreement • March 14th, 2008 • Premierwest Bancorp • National commercial banks • Oregon

This Continuing Benefits Agreement (this “Agreement”) dated December 13, 2007, by and between PremierWest Bancorp, an Oregon Corporation (“PremierWest”), PremierWest Bank, an Oregon chartered Bank (the “Bank”) and _____________, a director of PremierWest (“Director”), replaces the Agreement dated December 27, 2004 and is retroactively effective January 1, 2005.

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UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, DC.
Premierwest Bancorp • June 9th, 2010 • National commercial banks

Written Agreement by and among PREMIERWEST BANCORP Medford, Oregon FEDERAL RESERVE BANK OF SAN FRANCISCO San Francisco, California and OREGON DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, DIVISION OF FINANCE AND CORPORATE SECURITIES Salem, Oregon Docket No. 10-088-WA/RB-HC

COMPENSATION MODIFICATION AGREEMENT
Compensation Modification Agreement • March 17th, 2011 • Premierwest Bancorp • National commercial banks • Oregon

THIS COMPENSATION MODIFICATION AGREEMENT is made this 31st day of December 2010, by and between PremierWest Bancorp (“Bancorp”) and PremierWest Bank (“Bank” and together with Bancorp, the “Corporation”), and , an employee of the Corporation (“Executive”).

BANCORP EMPLOYMENT AGREEMENT FOR BOBBY L. DUMILIEU Dated as of March 1, 2006
Employment Agreement • March 15th, 2006 • Premierwest Bancorp • Finance services • Oregon

This Employment Agreement (this "Agreement") by and among BANCORP, an Oregon corporation (the "BANCORP"), PREMIERWEST BANK, an Oregon state chartered bank (the "BANK") (PREMIERWEST BANK and the BANK are, collectively, referred to as "PREMIERWEST") and BOBBY L. DUMILIEU ("EXECUTIVE"), is dated March 1, 2006.

AMENDMENT TO EMPLOYMENT AGREEMENT FOR JOHN ANHORN
Employment Agreement for John Anhorn • April 25th, 2008 • Premierwest Bancorp • National commercial banks

This Amendment dated effective April 24, 2008 (this “Amendment”) amends the Employment Agreement by and among PremierWest Bancorp, PremierWest Bank, and John Anhorn dated as of December 13, 2007 (the “Employment Agreement”).

EXHIBIT 10.6 AGREEMENT ---------
6 Agreement • February 4th, 2000 • Premierwest Bancorp • Oregon
SECURITIES PURCHASE AGREEMENT by and among THE UNITED STATES DEPARTMENT OF THE TREASURY, PREMIERWEST BANCORP and STARBUCK BANCSHARES, INC. Dated as of December 11, 2012
Securities Purchase Agreement • March 18th, 2013 • Premierwest Bancorp • National commercial banks • New York

THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of December 11, 2012, by and among the United States Department of the Treasury (the “Seller”), PremierWest Bancorp, an Oregon corporation (the “Company”), and Starbuck Bancshares, Inc., a Minnesota corporation (the “Purchaser”).

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 15th, 2006 • Premierwest Bancorp • Finance services • Oregon

This Incentive Stock Option Agreement is made and entered into pursuant to the terms of the Stock Option Plan dated March 28, 2002 (the "Plan") adopted by the Board of Directors and Shareholders of PremierWest Bancorp, an Oregon corporation (the "Company"). Unless otherwise defined herein, capitalized terms defined in this Incentive Stock Option Agreement shall have the meanings as defined in the Plan.

AGREEMENT AND PLAN OF REORGANIZATION by and among PremierWest Bancorp, PremierWest Bank, Stockmans Financial Group and Stockmans Bank
Agreement and Plan of Reorganization • October 22nd, 2007 • Premierwest Bancorp • National commercial banks • Oregon

This Agreement and Plan of Reorganization is entered into effective this 19th day of October, 2007 (this “Agreement”), by and among PremierWest Bancorp (“Company”), PremierWest Bank (“Bank”), Stockmans Financial Group (“Stockmans”) and Stockmans Bank (“Stockmans Bank”).

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 15th, 2006 • Premierwest Bancorp • Finance services • Oregon

This Nonqualified Stock Option Agreement is made and entered into pursuant to the terms of the Stock Option Plan dated March 28,2002 (the "Plan") adopted by the Board of Directors and Shareholders of PremierWest Bancorp, an Oregon corporation (the "Company"). Unless otherwise defined herein, capitalized terms defined in this Nonqualified Stock Option Agreement shall have the meanings as defined in the Plan.

STOCK OPTION AGREEMENT
Stock Option Agreement • January 12th, 2001 • Premierwest Bancorp • Finance services • California

This Stock Option Agreement (the "Agreement"), dated as of October 16, 2000, is made by and between Timberline Bancshares, Inc., a California corporation and PremierWest Bancorp, an Oregon corporation.

COMPENSATION MODIFICATION AGREEMENT
Compensation Modification Agreement • January 8th, 2010 • Premierwest Bancorp • National commercial banks • Oregon

THIS COMPENSATION MODIFICATION AGREEMENT (“Agreement”), is made this 6th day of January 2010, by and between PremierWest Bancorp and PremierWest Bank (together, the “Corporation”), and ______________, an officer of the Corporation (“Executive”).

PREMIERWEST BANK 2007 EXECUTIVE DEFERRED COMPENSATION AGREEMENT
Executive Deferred Compensation Agreement • March 14th, 2008 • Premierwest Bancorp • National commercial banks • Oregon

THIS AGREEMENT is made this 13th day of December, 2007 by and among PremierWest Bancorp, an Oregon corporation (“Bancorp”), PremierWest Bank, an Oregon-chartered bank (the “Bank”) (collectively “PremierWest”), and Tom Anderson (the “Executive”) replacing the Agreement dated December 27, 2004, and is effective retroactively to January 1, 2005.

PREMIERWEST BANCORP AMENDMENT TO EMPLOYMENT AGREEMENT FOR TOM ANDERSON
Employment Agreement for Tom Anderson • March 18th, 2009 • Premierwest Bancorp • National commercial banks

This Amendment dated effective January 5, 2009 (this “Amendment”) amends the Employment Agreement by and among PremierWest Bancorp, PremierWest Bank, and Tom Anderson dated as of July 29, 2004 (the “Employment Agreement”). 1. Section 2.3 is amended in its entirety to read as follows: 2.3 Termination Upon Retirement. Unless sooner terminated, Executive’s employment shall terminate upon his Retirement (defined below). 2. Section 6.6 is amended in its entirety to read as follows: 6.6 Retirement. Upon Executive providing 90 days notice of his termination of employment and Executive being at least 62 years old at the time of termination (“Retirement”). 3. Except as specifically set forth herein, the Employment Agreement as previously executed shall continue in full force and effect as written. Terms not otherwise defined in this Amendment shall have the meanings set forth in the Employment Agreement.

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