Redwood Empire Bancorp Sample Contracts

RECITALS:
Subscription Agreement • March 30th, 2004 • Redwood Empire Bancorp • National commercial banks • Massachusetts
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Exhibit 10.19 GUARANTEE AGREEMENT by and between REDWOOD EMPIRE BANCORP
Guarantee Agreement • March 30th, 2004 • Redwood Empire Bancorp • National commercial banks • New York
RECITALS
Employment Agreement • March 30th, 2004 • Redwood Empire Bancorp • National commercial banks • California
Exhibit 10
Continuation Agreement • March 26th, 2002 • Redwood Empire Bancorp • National commercial banks • California
EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • March 28th, 2000 • Redwood Empire Bancorp • National commercial banks • California
RECITALS
Asset Sale Agreement • March 28th, 2000 • Redwood Empire Bancorp • National commercial banks • California
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 8th, 2004 • Redwood Empire Bancorp • National commercial banks • California
WITNESSETH:
Salary Continuation Agreement • March 26th, 2002 • Redwood Empire Bancorp • National commercial banks • California
NATIONAL BANK OF THE REDWOODS SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • August 13th, 2004 • Redwood Empire Bancorp • National commercial banks • California

THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 14th day of April, 2004, by and between NATIONAL BANK OF THE REDWOODS, a nationally-chartered commercial bank located in Santa Rosa, California (the "Company"), and STEPHEN A. FLEMING (the "Executive").

REDWOOD EMPIRE BANCORP AMENDED AND RESTATED DIRECTOR COMPENSATION AGREEMENT
Director Compensation Agreement • November 15th, 2004 • Redwood Empire Bancorp • National commercial banks • California

THIS AMENDED AND RESTATED DIRECTOR COMPENSATION AGREEMENT (the “Agreement”) was adopted on the 20th day of April, 2004, and amended and restated on the 17th day of August, 2004, by and between REDWOOD EMPIRE BANCORP, a holding company located in Santa Rosa, California (the “Company”), and DANA R. JOHNSON (the “Director”).

Exhibit 10.21 EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • March 20th, 1997 • Redwood Empire Bancorp • National commercial banks • California
Exhibit 10.20
Compensation Agreement • March 20th, 1997 • Redwood Empire Bancorp • National commercial banks • California
AGREEMENT AND PLAN OF REORGANIZATION AMONG WESTAMERICA BANCORPORATION, WESTAMERICA BANK, REDWOOD EMPIRE BANCORP AND NATIONAL BANK OF THE REDWOODS DATED AS OF AUGUST 25, 2004
Agreement and Plan of Reorganization • August 26th, 2004 • Redwood Empire Bancorp • National commercial banks • California

THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 25, 2004, is among WESTAMERICA BANCORPORATION, a California corporation (“Westamerica”), WESTAMERICA BANK, a California banking corporation (“WAB”), REDWOOD EMPIRE BANCORP, a California corporation (“Redwood Empire”), and NATIONAL BANK OF THE REDWOODS, a national banking association (“NBR”).

EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • March 28th, 2000 • Redwood Empire Bancorp • National commercial banks • California
AMENDED AND RESTATED OPTION AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
Option Agreement for Purchase and Sale • August 13th, 2004 • Redwood Empire Bancorp • National commercial banks

This AMENDED AND RESTATED OPTION AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (hereinafter referred to as “Agreement”) is made on July 14, 2004 and entered into by and between UPWAY PROPERTIES, LLC, A California Limited Liability Corporation, (hereinafter referred to as “Optionor”) and the NATIONAL BANK OF THE REDWOODS, a California Corporation (hereinafter referred to as “Optionee”).

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