0001193125-04-021516 Sample Contracts

EMPLOYMENT AGREEMENT
Release Agreement • February 12th, 2004 • Placer Sierra Bancshares • California

THIS AGREEMENT (the “Agreement”) is made and entered into as of October 28, 2003 (the “Effective Date”) by and between PLACER SIERRA BANK, a California banking corporation (“Bank”) and RANDALL REYNOSO (“Employee”) (collectively sometimes referred to as the “Parties”):

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EMPLOYMENT AGREEMENT
Release Agreement • February 12th, 2004 • Placer Sierra Bancshares • California

THIS AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2003 (the “Effective Date”) by and between FIRST CALIFORNIA BANCSHARES, a California corporation (the “Company”) and RONALD W. BACHLI (the “Executive”) (collectively sometimes referred to as the “Parties”). This Agreement is entered into in connection with that certain Restricted Stock Purchase and Grant Agreement which Company and Executive entered into effective as of December 27, 2002 (the “Restricted Stock Agreement”).

STOCK PURCHASE AND GRANT AGREEMENT
Stock Purchase and Grant Agreement • February 12th, 2004 • Placer Sierra Bancshares • California

THIS STOCK PURCHASE AND GRANT AGREEMENT (this “Agreement”) is entered into as of December 27, 2002, (“Effective Date”), by and among First California Bancshares, a California corporation (the “Company”), and David E. Hooston (the “Executive”). This Agreement is entered into in connection with that certain Employment Agreement which Company and Executive are entering into effective January 1, 2003 (hereinafter the “Employment Agreement”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2004 • Placer Sierra Bancshares

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of October 28, 2003 by and between FIRST CALIFORNIA BANCSHARES, a California corporation (“Company”) and DAVID E. HOOSTON (“Executive”) (collectively sometimes referred to as the “Parties”):

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2004 • Placer Sierra Bancshares

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of October 28, 2003 by and between FIRST CALIFORNIA BANCSHARES, a California corporation (“Company”) and RONALD W. BACHLI (“Executive”) (collectively sometimes referred to as the “Parties”):

STANDARD FORM OFFICE LEASE (BASE YEAR)
Office Lease • February 12th, 2004 • Placer Sierra Bancshares • California
RESTRICTED STOCK PURCHASE AND GRANT AGREEMENT
Restricted Stock Purchase and Grant Agreement • February 12th, 2004 • Placer Sierra Bancshares • California

THIS RESTRICTED STOCK PURCHASE AND GRANT AGREEMENT (this “Agreement”) is entered into as of December 27, 2002, (the “Effective Date”), by and among First California Bancshares, a California corporation (the “Company”), and Ronald W. Bachli (the “Executive”). This Agreement is entered into in connection with that certain Employment Agreement which Company and Executive are entering into effective January 1, 2003 (hereinafter the “Employment Agreement”).

EMPLOYMENT AGREEMENT
Release Agreement • February 12th, 2004 • Placer Sierra Bancshares • California

THIS AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2003 (the “Effective Date”) by and between FIRST CALIFORNIA BANCSHARES, a California corporation (the “Company”) and DAVID E. HOOSTON (the “Executive”) (collectively sometimes referred to as the “Parties”). This Agreement is entered into in connection with that certain Stock Purchase and Grant Agreement which the Company and the Executive entered into effective as of December 27, 2002 (the “Stock Agreement”).

EMPLOYMENT AGREEMENT AND AGREEMENT FOR SEVERANCE PAY
Release Agreement • February 12th, 2004 • Placer Sierra Bancshares • California

THIS AGREEMENT (the “Agreement”) is made and entered into as of September 1, 2003 (the “Effective Date”) by and between PLACER SIERRA BANK, a California banking corporation (“Bank”) and HARVEY FERGUSON (“Employee”) (collectively sometimes referred to as the “Parties”):

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2004 • Placer Sierra Bancshares

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of January 1, 2004 by and between FIRST CALIIFORNIA BANCSHARES, a California corporation (“Company”) and DAVID B. HOOSTON (“Executive”) (collectively sometimes referred to as the “Parties”):

EMPLOYMENT AGREEMENT
Release Agreement • February 12th, 2004 • Placer Sierra Bancshares • California

THIS AGREEMENT (the “Agreement”) is made and entered into as of October 28, 2003 (the “Effective Date”) by and between FIRST CALIFORNIA BANCSHARES, a California corporation (“Company”) and RENEE ARTERY (“Employee”) (collectively sometimes referred to as the “Parties”):

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2004 • Placer Sierra Bancshares

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of December 16, 2003 by and between FIRST CALIFORNIA BANCSHARES, a California corporation (“Company”) and RONALD W. BACHLI (“Executive”) (collectively sometimes referred to as the “Parties”):

EMPLOYMENT AGREEMENT
Release Agreement • February 12th, 2004 • Placer Sierra Bancshares • California

THIS AGREEMENT (the “Agreement”) is made and entered into as of October 28, 2003 (the “Effective Date”) by and between FIRST CALIFORNIA BANCSHARES, a California corporation (“Company”) and JAMES A. SUNDQUIST (“Employee”) (collectively sometimes referred to as the “Parties”):

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2004 • Placer Sierra Bancshares

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of October 28, 2003 by and between PLACER SIERRA BANK, a California corporation (“Bank”) and ROBERT H. MUTTERA (“Employee”) (collectively sometimes referred to as the “Parties”):

FIRST CALIFORNIA BANCSHARES INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 12th, 2004 • Placer Sierra Bancshares • California

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the day of , 20 by and between First California Bancshares, a California corporation (the “Company”), and (“Indemnitee”), a director or officer of the Company with reference to the following facts:

EXHIBIT A RELEASE AGREEMENT
Release Agreement • February 12th, 2004 • Placer Sierra Bancshares

This Release Agreement (“Release”) was given to me, HARVEY FERGUSON (“Employee”), this 2nd day of January, 2004 by PLACER SIERRA BANK, a California banking corporation (“Bank”). At such time as this Release becomes effective and enforceable (i.e., the revocation period set forth below has expired), and assuming such Employee is otherwise eligible for payments under the terms of that certain Employment Agreement and Agreement for Severance Pay between Employee and Bank entered into as of September 1, 2003 (the “Agreement”), Bank agrees to pay Employee, pursuant to the terms of the Agreement, a single sum severance payment in the amount of $275,000, plus Employee’s incentive bonus for the 2003 calendar year (which incentive bonus shall be pro-rated if the Agreement is terminated by Employee prior to the expiration of the Employment Term pursuant to Section 6(a) of the Agreement) (less payroll taxes and withholding required by any federal, state or local law, any additional withholding to

EMPLOYMENT AGREEMENT
Release Agreement • February 12th, 2004 • Placer Sierra Bancshares • California

THIS AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2003 (the “Effective Date”) by and between PLACER SIERRA BANK, a California banking corporation (“Bank”) and ROBERT H. MUTTERA (“Employee”) (collectively sometimes referred to as the “Parties”):

TRUST UNDER FIRST CALIFORNIA BANCSHARES DEFERRED COMPENSATION PLAN
Compensation Plan • February 12th, 2004 • Placer Sierra Bancshares • California

This Agreement by and between First California Bancshares (“Bancshares”) and Borel Private Bank & Trust Company as Trustee (the “Trustee”);

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