Sierra Bancorp Sample Contracts

Sierra Bancorp – EMPLOYMENT AGREEMENT (March 18th, 2019)

This Employment Agreement (this “Agreement”) is entered into on March 15, 2019 to be effective as of March 25, 2019, by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Matthew Macia (“Executive”) on the following terms and conditions.

Sierra Bancorp – EMPLOYMENT AGREEMENT (December 28th, 2018)

This Employment Agreement (this “Agreement”) is entered into on December 27, 2018 to be effective as of January 1, 2019, by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Kevin McPhaill (“Executive”) on the following terms and conditions.

Sierra Bancorp – EMPLOYMENT AGREEMENT (December 28th, 2018)

This Employment Agreement (this “Agreement”) is entered into on December 27, 2018 to be effective as of January 1, 2019, by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Michael Olague (“Executive”) on the following terms and conditions.

Sierra Bancorp – EMPLOYMENT AGREEMENT (December 28th, 2018)

This Employment Agreement (this “Agreement”) is entered into on December 27, 2018 to be effective as of January 1, 2019, by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Kenneth Taylor (“Executive”) on the following terms and conditions.

Sierra Bancorp – EMPLOYMENT AGREEMENT (December 28th, 2018)

This Employment Agreement (this “Agreement”) is entered into on December 27, 2018 to be effective as of January 1, 2019, by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and James Gardunio (“Executive”) on the following terms and conditions.

Sierra Bancorp – Bank of the Sierra Announces Agreement to Acquire Woodlake Branch from Citizens Business Bank (July 7th, 2017)

PORTERVILLE, CA — Bank of the Sierra, the banking subsidiary of Sierra Bancorp (NASDAQ: BSRR), announced that it has entered into an agreement with Citizens Business Bank, the banking subsidiary of CVB Financial Corp. (NASDAQ: CVBF), to acquire the deposits and certain assets of a branch of Citizens Business Bank located in Woodlake, California. Pending regulatory approval, Sierra’s purchase is scheduled to be completed in the fourth quarter of 2017.

Sierra Bancorp – Saf e H arbor S t atem ent • Thi s p r e se n t a t i o n c o n t ains f o r w a r d - look i ng s t a t em e n ts th a t a r e: □ Sub je c t t o c o n ti n g encies & u nce r t a i n ties □ Not a g u a r a nt ee o f f u t u r e per f o r mance □ Based o n assum p ti on s t h a t m a y c h a n g e □ Not t o b e un d u l y r el i ed on • Th e s e f o r w a r d - look i n g s t a t em e n ts a r e s u bj e c t t o ma n y f ac t o r s be y on d ou r abi l ity t o c o n t r o l or p r ed i c t, inc l u d in g f ac t o r s s u c h as : □ I n t e r e s t r at e v olat i lity □ E c ono m ic c ondi t (April 25th, 2017)
Sierra Bancorp – AGREEMENT AND PLAN OF REORGANIZATION AND MERGER DATED AS OF APRIL 24, 2017 AMONG SIERRA BANCORP AND OCB BANCORP (April 25th, 2017)
Sierra Bancorp – SIERRA BANCORP 2017 STOCK INCENTIVE PLAN Effective May 24, 2017 Adopted by the Board of Directors February 16, 2017 (March 17th, 2017)
Sierra Bancorp – AMENDED AND RESTATED DECLARATION OF TRUST by and among WILMINGTON TRUST COMPANY, as Delaware Trustee, WILMINGTON TRUST COMPANY, as Institutional Trustee, COAST BANCORP, as Sponsor, and JACK WAUCHOPE, LEAH PAULY and KARAN POHL, as Administrators, Dated as of September 20, 2007 (July 11th, 2016)

AMENDED AND RESTATED DECLARATION OF TRUST (“Declaration”) dated and effective as of September 20, 2007, by the Trustees (as defined herein), the Administrators (as defined herein), the Sponsor (as defined herein) and by the holders, from time to time, of undivided beneficial interests in the Trust (as defined herein) to be issued pursuant to this Declaration;

Sierra Bancorp – COAST BANCORP, as Issuer INDENTURE Dated as of September 20, 2007 WILMINGTON TRUST COMPANY, as Trustee FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES DUE 2037 (July 11th, 2016)

THIS INDENTURE, dated as of September 20, 2007, between Coast Bancorp, a California corporation (the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as debenture trustee (the “Trustee”).

Sierra Bancorp – FIRST SUPPLEMENTAL INDENTURE (July 11th, 2016)

THIS FIRST SUPPLEMENTAL INDENTURE dated as of July 8, 2016 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), Sierra Bancorp, a California corporation (the “Successor Company”), and Coast Bancorp, a California corporation (the “Company”), under the Indenture referred to below.

Sierra Bancorp – Sierra Bancorp Announces Agreement to Acquire Coast Bancorp of San Luis Obispo County (January 5th, 2016)

Sierra Bancorp (NASDAQ: BSRR), the holding company of Bank of the Sierra, announced the signing of a definitive agreement to acquire Coast Bancorp (OTC: CTBP) of San Luis Obispo County, California. Under the agreement the outstanding shares of Coast Bancorp will be entitled to receive aggregate consideration of $3.2 million in cash and 581,753 shares of Sierra Bancorp common stock. Coast Bancorp shareholders may elect to receive cash, Sierra Bancorp common stock or a combination of both, subject to proration. Based on the closing price of Sierra Bancorp common stock on January 4, 2016, the transaction would have a value of $13.8 million, or $2.37 per Coast Bancorp common share. However, the deal value will fluctuate with changes in Sierra Bancorp’s stock price.

Sierra Bancorp – AGREEMENT AND PLAN OF REORGANIZATION AND MERGER DATED AS OF JANUARY 4, 2016 AMONG SIERRA BANCORP AND COAST BANCORP (January 5th, 2016)

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of January 4, 2016 (the “Agreement Date”), by and between Sierra Bancorp, a California corporation (“Parent”), and Coast Bancorp, a California corporation (“Company”).

Sierra Bancorp – FIRST AMENDMENT to the BANK OF THE SIERRA SALARY CONTINUATION AGREEMENT DATED JANUARY 1, 2007 for KEVIN McPHAILL (May 7th, 2015)

THIS FIRST AMENDMENT is entered into this 1st day of April 2015, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in PORTERVILLE, CALIFORNIA (the “Bank”), and KEVIN MCPHAILL (the “Executive”).

Sierra Bancorp – AGREEMENT AND PLAN OF CONSOLIDATION by and among SIERRA BANCORP, BANK OF THE SIERRA and SANTA CLARA VALLEY BANK, N.A. Dated as of July 17, 2014 (July 18th, 2014)

THIS AGREEMENT AND PLAN OF CONSOLIDATION (the “Agreement”), dated as of July 17, 2014 (“Agreement Date”), is entered into by and between SIERRA BANCORP, a California Corporation ("Bancorp"), BANK OF THE SIERRA, a California corporation and wholly-owned subsidiary of Bancorp (“BOS”), and Santa Clara Valley Bank, N.A., a national banking association (“SCVE”). Bancorp, BOS, and SCVE are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”

Sierra Bancorp – SECOND AMENDMENT to the BANK OF THE SIERRA SALARY CONTINUATION AGREEMENT for KENNETH TAYLOR (March 13th, 2014)

THIS SECOND AMENDMENT is entered into this 2nd day of January, 2014, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in PORTERVILLE, CALIFORNIA (the “Bank”), and KENNETH TAYLOR (the “Executive”).

Sierra Bancorp – PURCHASE AGREEMENT (October 14th, 2010)
Sierra Bancorp – 2,325,000 Shares SIERRA BANCORP Common Stock (no par value) Placement Agency Agreement (October 14th, 2010)
Sierra Bancorp – SHARE PURCHASE AGREEMENT (August 31st, 2009)

This Share Purchase Agreement (this “Agreement”) is dated as of August 27, 2009, by and among Sierra Bancorp, a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Sierra Bancorp – REGISTRATION RIGHTS AGREEMENT (August 31st, 2009)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 27, 2009, by and among Sierra Bancorp, a California corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

Sierra Bancorp – SIERRA BANCORP 2007 STOCK INCENTIVE PLAN Adopted March 15, 2007 (March 15th, 2007)

The purpose of the Sierra Bancorp 2007 Stock Incentive Plan (the “Plan”) is to (i) encourage selected employees and directors of Sierra Bancorp (the “Company”) and its subsidiaries to acquire a proprietary and vested interest in the growth and performance of the Company; (ii) generate an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of shareholders; and (iii) enhance the ability of the Company and its subsidiaries to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability of the Company depend.

Sierra Bancorp – SIERRA BANCORP 2007 STOCK INCENTIVE PLAN Adopted February 15, 2007 (February 21st, 2007)

The purpose of the Sierra Bancorp 2007 Stock Incentive Plan (the “Plan”) is to (i) encourage selected employees and directors of Sierra Bancorp (the “Company”) and its subsidiaries to acquire a proprietary and vested interest in the growth and performance of the Company; (ii) generate an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of shareholders; and (iii) enhance the ability of the Company and its subsidiaries to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability of the Company depend.

Sierra Bancorp – ARTICLE I 1 Section 1.1 PRINCIPAL OFFICES. 1 Section 1.2 CHANGE IN LOCATION OR NUMBER OF OFFICES. 1 ARTICLE II 1 Section 2.1 PLACE OF MEETINGS. 1 Section 2.2 ANNUAL MEETINGS. 2 Section 2.3 NOMINATIONS FOR DIRECTOR. 4 Section 2.4 SPECIAL MEETINGS. 4 Section 2.5 QUORUM. 5 Section 2.6 ADJOURNED MEETING AND NOTICE THEREOF. 5 Section 2.7 VOTING. 5 Section 2.8 VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS. 6 Section 2.9 ACTION WITHOUT MEETING. 6 Section 2.10 PROXIES. 7 Section 2.11 INSPECTORS OF ELECTION. 7 ARTICLE III 8 Section 3.1 POWERS. 8 Section 3.2 NUMBER OF DIRECTORS. 9 Section 3.3 ELE (February 21st, 2007)
Sierra Bancorp – BANK OF THE SIERRA SALARY CONTINUATION AGREEMENT (January 8th, 2007)

THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 1st day of January, 2007, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in Porterville, California (the “Company”) and KEVIN McPHAILL (the “Executive”).

Sierra Bancorp – SAMPLE AGREEMENT ENTERED INTO WITH WITH EACH NON-EMPLOYEE DIRECTOR EFFECTIVE JANUARY 1, 2007 BANK OF THE SIERRA DIRECTOR RETIREMENT AGREEMENT (January 8th, 2007)

THIS DIRECTOR RETIREMENT AGREEMENT (the “Agreement”) is adopted this      day of                     , 2      , by and between the BANK OF THE SIERRA, a state-chartered commercial corporation located in Porterville, California (the “Company”), and                                  (the “Director”).

Sierra Bancorp – FIRST AMENDMENT TO THE BANK OF THE SIERRA SALARY CONTINUATION AGREEMENT DATED OCTOBER 1, 2002 FOR KENNETH TAYLOR (January 8th, 2007)

THIS FIRST AMENDMENT is adopted this      day of                     , 2006, effective as of January 1, 2007, by and between Bank of the Sierra, a state-chartered commercial bank located in Porterville, California (the “Company”), and Kenneth Taylor (the “Executive”).

Sierra Bancorp – SIERRA BANCORP as Issuer INDENTURE Dated as of June 15, 2006 WILMINGTON TRUST COMPANY as Trustee FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2036 (August 9th, 2006)

THIS INDENTURE, dated as of June 15, 2006, between Sierra Bancorp, a bank holding company incorporated in California (hereinafter sometimes called the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the “Trustee”).

Sierra Bancorp – GUARANTEE AGREEMENT SIERRA BANCORP Dated as of June 15, 2006 (August 9th, 2006)

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of June 15, 2006, is executed and delivered by Sierra Bancorp, a bank holding company incorporated in California (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Sierra Capital Trust III, a Delaware statutory trust (the “Issuer”).

Sierra Bancorp – AMENDED AND RESTATED DECLARATION OF TRUST SIERRA CAPITAL TRUST III Dated as of June 15, 2006 (August 9th, 2006)

AMENDED AND RESTATED DECLARATION OF TRUST (this “Declaration”), dated and effective as of June 15, 2006, by the Trustees (as defined herein), the Administrators (as defined herein), the Sponsor (as defined herein) and the holders from time to time of undivided beneficial interests in the assets of the Trust (as defined herein) to be issued pursuant to this Declaration.

Sierra Bancorp – BANK OF THE SIERRA SPLIT DOLLAR AGREEMENT (ADDENDUM A TO THE BANK OF SIERRA SALARY CONTINUATION AGREEMENT) (March 15th, 2006)

THIS AGREEMENT is adopted this 1st day of October, 2002, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in Porterville, California (the “Company”), and CHARLIE GLENN (the “Executive”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

Sierra Bancorp – BANK OF THE SIERRA SPLIT DOLLAR AGREEMENT (ADDENDUM A TO THE BANK OF SIERRA SALARY CONTINUATION AGREEMENT) (March 15th, 2006)

THIS AGREEMENT is adopted this 1st day of October, 2002, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in Porterville, California (the “Company”), and KENNETH TAYLOR (the “Executive”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

Sierra Bancorp – BANK OF THE SIERRA DIRECTOR RETIREMENT AGREEMENT (March 15th, 2006)

THIS AGREEMENT is adopted this 1st day of October, 2002, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in Porterville, California (the “Company”), and GORDON WOODS (the “Director”).

Sierra Bancorp – THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN™ Plan Document (March 15th, 2006)
Sierra Bancorp – BANK OF THE SIERRA DIRECTOR RETIREMENT AGREEMENT (March 15th, 2006)

THIS AGREEMENT is adopted this 1st day of October, 2002, by and between BANK OF THE SIERRA, a state-chartered commercial bank located in Porterville, California (the “Company”), and HOWARD SMITH (the “Director”).