-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DlzYczjBICqjn4Fw3IrvmNdritJxJO79sWCMYG3MBm5xtD/qgNwxytRXrgM1NZFa N8WRqC0E6NzhWVUr/PE43A== 0001035704-04-000239.txt : 20040513 0001035704-04-000239.hdr.sgml : 20040513 20040513143355 ACCESSION NUMBER: 0001035704-04-000239 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20040513 EFFECTIVENESS DATE: 20040513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRICO BANCSHARES / CENTRAL INDEX KEY: 0000356171 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942792841 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-115455 FILM NUMBER: 04802455 BUSINESS ADDRESS: STREET 1: TRICO BANCSHARES STREET 2: 63 CONSTITUTION DRIVE CITY: CHICO STATE: CA ZIP: 95973 BUSINESS PHONE: 5308980300 MAIL ADDRESS: STREET 1: TRICO BANCSHARES STREET 2: 63 CONSTITUTION DRIVE CITY: CHICO STATE: CA ZIP: 95973 S-8 1 d15342sv8.txt FORM S-8 As filed with the Securities and Exchange Commission on May 13, 2004 Registration No. 333- ------------ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRICO BANCSHARES -------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) California 94-2792841 - -------------------------------- ----------------------- (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification Number) 63 Constitution Drive, Chico, California 95973 ---------------------------------------------- (Address of Principal Executive Offices) TRICO BANCSHARES 2001 STOCK OPTION PLAN ---------------------------------------------- (Full Title of the Plan) Richard P. Smith COPIES TO: TriCo Bancshares Karen L. Witt, Esq. 63 Constitution Drive Rothgerber Johnson & Lyons LLP Chico, California 95973 1200 17th Street, Suite 3000 (Name and Address of Agent for Service) Denver, Colorado 80202 (530) 898-0300 (303) 623-9000 (Telephone Number of Agent for Service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of to be Registered Registered Price Per Share Price Registration Fee - -------------------- ------------ ---------------- ------------------ ----------------- Common Stock 450,000 $16.83 (1) $7,573,500 (1) $959.57 (1)
(1) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for purposes of calculating the registration fee and are based upon the average of the high and low prices of the Common Stock as quoted on the Nasdaq National System on May 12, 2004. TABLE OF CONTENTS
Page ---- PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT................................................. II-1 ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.............................................................. II-1 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS............................................................ II-1 ITEM 8. EXHIBITS............................................................................................. II-2 ITEM 9. UNDERTAKINGS......................................................................................... II-2 SIGNATURES.................................................................................................... II-5 EXHIBIT INDEX................................................................................................. II-6
- ii - PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, all of which were previously filed by TriCo Bancshares (the "Company") (File No. 0-26692) with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act ("Exchange Act"), are hereby incorporated by reference: (1) the Form S-8 Registration Statement relating to the Company's 2001 Stock Option Plan, as filed with the Commission on July 27, 2001 (File No. 333-66064); (2) the Company's Annual Report on Form 10-K for the year ended December 31, 2003; (3) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004; (4) the Company's Current Reports on Form 8-K dated January 30, 2004; March 11, 2004; and April 22, 2004; (5) all other reports filed by the Company pursuant to Section 13(a) or 13(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to in (2) above; and (6) the description of the common stock of the Company, par value $0.01 (the "Company Stock"), contained in the Company's Registration Statement on Form 8-A, filed by the Company under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing such documents. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 317 of the California General Corporation Law contains detailed provisions on indemnification of directors and officers of a California corporation against expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with litigation, subject to the limits set forth in Section 204 of the General Corporation Law with respect to actions for breach of duty to the corporation and its shareholders. The Articles of Incorporation of the Company authorize the indemnification of directors and officers to the full extent permitted or allowed by the laws of the State of California, through II-1 bylaw provisions, agreements with such agents, votes of shareholders or disinterested directors or otherwise, or any combination of the foregoing, in excess of the indemnification otherwise permitted by Section 317 of the General Corporation Law, subject only to the limits set forth in Section 204 of the General Corporation Law. The bylaws of the Company provide that the Company shall indemnify the directors and officers of vice president level or above of the Company against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the Company. If the officer or director initiates a proceeding, indemnification is available only if the proceeding was authorized by the board of directors of the Company. The bylaws provide further that any agent of the Company may be indemnified pursuant to a duly adopted resolution of the Board of Directors, agreement or otherwise, to the fullest extent permitted with respect to the indemnification of directors and officers of vice president level or above of the Company. In addition to the foregoing statutes and provisions of the Company's Articles of Incorporation and bylaws, the Company has entered into indemnity agreements with each of its directors which provide that the Company will indemnify such directors in lawsuits brought against any director in his or her capacity as a director of the Company. ITEM 8. EXHIBITS The following exhibits are attached to this registration statement: Exhibit 4.1 TriCo Bancshares 2001 Stock Option Plan, as amended Exhibit 4.2 Form of Stock Option Agreement for directors Exhibit 4.3 Form of Stock Option Agreement for officers Exhibit 5 Opinion of Rothgerber Johnson & Lyons LLP Exhibit 23.1 Consent of KPMG LLP Exhibit 23.2 Consent of Rothgerber Johnson & Lyons LLP (included in Exhibit 5 hereto) Exhibit 24 Power of Attorney (included on signature page hereto) ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) or the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities II-2 offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chico and the State of California, on this 4th day of May 2004. TRICO BANCSHARES By: /s/ Richard P. Smith ------------------------------------------- Richard P. Smith, President and Chief Executive Officer (Principal Executive Officer) By: /s/ Thomas Reddish ------------------------------------------- Thomas Reddish, Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) II-4 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Richard P. Smith and Thomas Reddish and each of them, as attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE --------- ----- ---- /s/ William J. Casey Chairman of the Board May 4, 2004 - -------------------- William J. Casey /s/ Donald J. Amaral Director May 4, 2004 - -------------------- Donald J. Amaral /s/ Craig S. Compton Director May 4, 2004 - -------------------- Craig S. Compton /s/ John S. A. Hasbrook Director May 4, 2004 - ----------------------- John S.A. Hasbrook /s/ Michael W. Koehnen Director May 4, 2004 - ---------------------- Michael W. Koehnen /s/ Wendell J. Lundberg Director May 4, 2004 - ----------------------- Wendell J. Lundberg /s/Donald E. Murphy Director May 4, 2004 - ------------------- Donald E. Murphy /s/ Steve G. Nettleton Director May 4, 2004 - ---------------------- Steve G. Nettleton /s/ Richard P. Smith Director May 4, 2004 - -------------------- Richard P. Smith /s/ Carroll R. Taresh Director May 4, 2004 - --------------------- Carroll R. Taresh /s/ Alex A. Vereschagin, Jr Director May 4, 2004 - ---------------------------- Alex A. Vereschagin, Jr.
II-5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - -------------------------------------------------------------------------------- 4.1 TriCo Bancshares 2001 Stock Option Plan, as amended 4.2 Form of Stock Option Agreement for directors 4.3 Form of Stock Option Agreement for officers 5 Opinion of Rothgerber Johnson & Lyons LLP 23.1 Consent of KPMG LLP 23.2 Consent of Rothgerber Johnson & Lyons LLP (included in Exhibit 5 hereto) 24 Power of Attorney (included on signature page hereto)
II-6 EX-4.1 2 d15342exv4w1.txt 2001 STOCK OPTION PLAN EXHIBIT 4.1 TRICO BANCSHARES 2001 STOCK OPTION PLAN, AS AMENDED SECTION 1. PURPOSE This plan shall be known as the "TRICO BANCSHARES 2001 STOCK OPTION PLAN" (the "Plan"). The purpose of the Plan is to promote the interests of TriCo Bancshares and its Subsidiaries (the "Company") and the Company's stockholders by (i) attracting and retaining key officers, employees and directors of, and consultants to, the Company and any future Affiliates; (ii) motivating such individuals by means of performance-related incentives to achieve long-range performance goals, (iii) enabling such individuals to participate in the long-term growth and financial success of the Company, (iv) encouraging ownership of stock in the Company by such individuals, and (v) linking their compensation to the long-term interests of the Company and its stockholders. With respect to any Options granted under the Plan that are intended to comply with the requirements of "performance-based compensation" under Section 162(m) of the Code, the Plan shall be interpreted in a manner consistent with such requirements. SECTION 2. DEFINITIONS As used in the Plan, the following terms shall have the meanings set forth below: (a) "AFFILIATE" shall mean (i) any entity that, directly or indirectly, is controlled by the Company, (ii) any entity in which the Company has a significant equity interest, (iii) an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act, and (iv) any entity in which the Company has at least twenty percent (20%) of the combined voting power of the entity's outstanding voting securities, in each case as designated by the Board as being a participating employer in the Plan. (b) "BOARD" shall mean the board of directors of the Company. (c) "CHANGE IN CONTROL" shall mean, unless otherwise defined in the applicable Option Agreement, any of the following events: (i) An acquisition (other than directly from the Company) of any voting securities of the Company (the "Voting Securities") by any "Person" (as the term Person is used for purposes of Section 13 (d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting power of the then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any subsidiary or (ii) the Company or any Subsidiary; (ii) The individuals who, as of the date hereof, are members of the Board (the "Incumbent Board"), cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the election or nomination for election by the Company's stockholders of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, - 1 - be considered as a member of the Incumbent Board; provided, further, however, that no individual shall be considered a member of the Incumbent Board if (1) such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest or (2) such individual was designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (i) or (iii) of this paragraph; or (iii) Approval by stockholders of the Company of: (A) A merger, consolidation or reorganization involving the Company, unless, (1) The stockholders of the Company immediately before such merger, consolidation or reorganization, own, directly or indirectly, immediately following such merger, consolidation or reorganization, at least seventy-five percent (75%) of the combined voting power of the outstanding Voting Securities of the corporation (the "Surviving Corporation") in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization; (2) The individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation; and (3) No Person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or any Person who, immediately prior to such merger, consolidation or reorganization, had Beneficial Ownership of fifty percent (50%) or more of the then outstanding Voting Securities) has Beneficial Ownership of fifty percent (50%) or more of the combined voting power of the Surviving Corporation's then outstanding Voting Securities. (B) A complete liquidation or dissolution of the Company; or (C) An agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary) Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increased the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the - 2 - Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. (d) "CODE" shall mean the Internal Revenue Code of 1986, as amended from time to time. (e) "COMMITTEE" shall mean a committee of the Board composed of not less than two Non-Employee Directors, each of whom shall be a "Non-Employee Director" for purposes of Exchange Act Section 16 and Rule 16b-3 thereunder and an "outside director" for purposes of Section 162(m) and the regulations promulgated under the Code. (f) "CONSULTANT" shall mean any consultant to the Company or its Subsidiaries or Affiliates. (g) "DIRECTOR" shall mean a member of the Board. (h) "DISABILITY" shall mean, unless otherwise defined in the applicable Option Agreement, a disability that would qualify as a total and permanent disability under the Company's then current long-term disability plan. (i) "EMPLOYEE" shall mean a current or prospective officer or employee of the Company or of any Subsidiary or Affiliate. (j) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended from time to time. (k) "FAIR MARKET VALUE" with respect to the Shares, shall mean, for purposes of a grant of an Option as of any date, (i) the closing sales price of the Shares on any exchange on which the shares are traded, on such date, or in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported or (ii) in the event there is no public market for the Shares on such date, the fair market value as determined, in good faith, by the Committee in its sole discretion, and for purposes of a sale of a Share as of any date, the actual sales price on that date. (l) "INCENTIVE STOCK OPTION" shall mean an option to purchase Shares from the Company that is granted under SECTION 6 of the Plan and that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto. (o) "NON-QUALIFIED STOCK OPTION" shall mean an option to purchase Shares from the Company that is granted under SECTION 6 of the Plan and is not intended to be an Incentive Stock Option. (p) "NON-EMPLOYEE DIRECTOR" shall mean a member of the Board who is not an officer or employee of the Company or any Subsidiary or Affiliate. (q) "OPTION" shall mean an Incentive Stock Option or a Non-Qualified Stock Option. (r) "OPTION AGREEMENT" shall mean any written agreement, contract, or other instrument or document evidencing any Option, which may, but need not, be executed or acknowledged by a Participant. - 3 - (s) "OPTION PRICE" shall mean the purchase price payable to purchase one Share upon the exercise of an Option. (t) "OUTSIDE DIRECTOR" means, with respect to the grant of an Option, a member of the Board then serving on the Committee. (u) "PARTICIPANT" shall mean any Employee, Director, Consultant or other person who receives an Option under the Plan. (v) "PERSON" shall mean any individual, corporation, partnership, limited liability company, associate, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity. (w) "RETIREMENT" shall mean, unless otherwise defined in the applicable Option Agreement, retirement of a Participant from the employ or service of the Company or any of its Subsidiaries or Affiliates in accordance with the terms of the applicable Company retirement plan or, if a Participant is not covered by any such plan, retirement on or after such Participant's 65th birthday. (x) "SEC' shall mean the Securities and Exchange Commission or any successor thereto. (y) "SECTION 16" shall mean Section 16 of the Exchange Act and the rules promulgated thereunder and any successor provision thereto as in effect from time to time. (z) "SECTION 162 (M)" shall mean Section 162 (m) of the Code and the regulations promulgated thereunder and any successor or provision thereto as in effect from time to time. (aa) "SHARES" shall mean shares of the Common Stock, no par value, of the Company. (bb) "SUBSIDIARY" shall mean any Person (other than the Company) of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company. SECTION 3. ADMINISTRATION 3.1 Authority of Committee. The Plan shall be administered by the Committee, which shall be appointed by and serve at the pleasure of the Board; provided, however, with respect to Options to Outside Directors, all references in the Plan to the Committee shall be deemed to be references to the Board. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority in its discretion to: (i) designate Participants; (ii) determine the type or types of Options to be granted to a Participant; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with Options; (iv) determine the timing, terms, and conditions of any Option; (v) accelerate the time at which all or any part of an Option may be settled or exercised; (vi) determine whether, to what extent, and under what circumstances Options may be settled or exercised in cash, Shares, other securities, other Options or other property, or canceled, forfeited, or suspended and the method or methods by which Options may be settled, exercised, canceled, forfeited, or suspended; (vii) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Options, other property, and other amounts payable with respect to an Option shall be deferred either automatically or at the election of the holder thereof or of the Committee; - 4 - (viii) interpret and administer the Plan and any instrument or agreement relating to, or Option made under, the Plan; (ix) except to the extent prohibited by SECTION 6.2, amend or modify the terms of any Option at or after grant with the consent of the holder of the Option; (x) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan, subject to the exclusive authority of the Board under SECTION 10 hereunder to amend or terminate the Plan. 3.2 Committee Discretion Binding. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Option shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, any Subsidiary or Affiliate, any Participant and any holder or beneficiary of any Option. 3.3 Action by the Committee. The Committee shall select one of its members as its Chairperson and shall hold its meetings at such times and places and in such manner as it may determine. A majority of its members shall constitute a quorum. All determinations of the Committee shall be made by not less than a majority of its members. Any decision or determination reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made by a majority vote at a meeting duly called and held. The exercise of an Option or receipt of an Option shall be effective only if an Option Agreement shall have been duly executed and delivered on behalf of the Company following the grant of the Option or other Option. The Committee may appoint a Secretary and may make such rules and regulations for the conduct of its business, as it shall deem advisable. 3.4 Delegation. Subject to the terms of the Plan and applicable law, the Committee may delegate to one or more officers or managers of the Company or of any Subsidiary or Affiliate, or to a Committee of such officers or managers, the authority, subject to such terms and limitations as the Committee shall determine, to grant Options to, or to cancel, modify or waive rights with respect to, or to alter, discontinue, suspend, or terminate Options held by Participants who are not officers or directors of the Company for purposes of Section 16 or who are otherwise not subject to such Section. 3.5 No Liability. No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Option granted hereunder. SECTION 4. SHARES AVAILABLE FOR OPTIONS 4.1 Shares Available. Subject to the provisions of SECTION 4.2 hereof, the stock to be subject to Options under the Plan shall be the Shares of the Company and the maximum number of Shares with respect to which Options may be granted under the Plan shall be 2,124,650 (which includes 74,650 Shares with respect to which awards under the Company's 1989 Non-Qualified Stock Option Plan, 1993 Stock Option Plan and 1995 Incentive Stock Option Plan (the "Old Plans") were authorized but not granted). Notwithstanding the foregoing and subject to adjustment as provided in SECTION 4.2, the maximum number of Shares with respect to which Awards may be granted under the Plan shall be increased by the number of Shares with respect to which Options or other Awards were granted under the Old Plans, as of the effective date of this Plan, but which terminate, expire unexercised, or are settled for cash, forfeited or canceled without the delivery of Shares under the terms of such Old Plans after the effective date of this Plan. If, after the effective date of the Plan, any Shares covered by an Option granted under this Plan, or to which such an Option relates, are forfeited, or if such an Option is settled for cash or otherwise terminates, expires unexercised, or is canceled without the delivery of Shares, then the Shares covered by such Option, or to which such Option relates, or the number of Shares otherwise counted against the - 5 - aggregate number of Shares with respect to which Options may be granted, to the extent of any such settlement, forfeiture, termination, expiration, or cancellation, shall again become Shares with respect to which Options may be granted. In the event that any Option or other Option granted hereunder is exercised through the delivery of Shares or in the event that withholding tax liabilities arising from such Option are satisfied by the withholding of Shares by the Company, the number of Shares available for Options under the Plan shall be increased by the number of Shares so surrendered or withheld. 4.2 Adjustments. In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee, in its sole discretion, to be appropriate, then the Committee shall, in such manner as it may deem equitable (and, with respect to Incentive Stock Options, in such manner as is consistent with Section 422 of the Code and the regulations thereunder) : (i) adjust any or all of (1) the aggregate number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Options may be granted under the Plan; (2) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Options under the Plan; and (3) the grant or exercise price with respect to any Option under the Plan, provided that the number of shares subject to any Option shall always be a whole number; (ii) if deemed appropriate, provide for an equivalent Option in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect; or (iii) if deemed appropriate, make provision for a cash payment to the holder of an outstanding Option. 4.3 Substitute Options. Any Shares issued by the Company as Substitute Options in connection with the assumption or substitution of outstanding grants from any acquired corporation shall not reduce the Shares available for Options under the Plan. 4.4 Sources of Shares Deliverable Under Options. Any Shares delivered pursuant to an Option may consist, in whole or in part, of authorized and unissued Shares or of issued Shares that have been reacquired by the Company. SECTION 5. ELIGIBILITY Any Employee, Director or Consultant shall be eligible to be designated a Participant; provided, however, that Outside Directors shall only be eligible to receive Options granted consistent with SECTION 7. SECTION 6. STOCK OPTIONS 6.1 Grant. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom Options shall be granted, the number of Shares subject to each Option, the exercise price and the conditions and limitations applicable to the exercise of each Option. The Committee shall have the authority to grant Incentive Stock Options, or to grant Non-Qualified Stock Options, or to grant both types of Options. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code, as from time to time amended, and any regulations implementing such statute. A person who has been granted an Option under this Plan may be granted additional Options under the Plan if the Committee shall so determine; provided, however, that to the extent the aggregate Fair Market Value (determined at the time the Incentive Stock Option related thereto is granted) of the Shares with respect to which all Incentive Stock Options related to such Option are exercisable for the - 6 - first time by an Employee during any calendar year (under all plans described in subsection (d) of Section 422 of the Code of the Company and its Subsidiaries) exceeds $100,000 (or such higher amount as is permitted in the future under Section 422(d) of the Code, such Options shall be treated as Non-Qualified Stock Options. 6.2 Price. The Committee in its sole discretion shall establish the Option Price at the time each Option is granted. Except in the case of Substitute Options, the Option Price of an Option may not be less than 100% of the Fair Market Value of the Shares with respect to which the Option is granted on the date of grant of such Option. Notwithstanding the foregoing and except as permitted by the provisions of SECTION 4.2 and SECTION 10 hereof, the Committee shall not have the power to (i) amend the terms of previously granted Options to reduce the Option Price of such Options, or (ii) cancel such Options and grant substitute Options with a lower Option Price than the canceled Options. 6.3 Term. Subject to the Committee's authority under SECTION 3.1 and the provisions of SECTION 6.5, each Option and all rights and obligations thereunder shall expire on the date determined by the Committee and specified in the Option Agreement. The Committee shall be under no duty to provide terms of like duration for Options granted under the Plan. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of ten (10) years from the date such Option was granted. 6.4 Exercise. (a) Each Option shall be exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Option Agreement or thereafter. The Committee shall have full and complete authority to determine, subject to SECTION 6.5 herein, whether an Option will be exercisable in full at any time or from time to time during the tern of the Option, or to provide for the exercise thereof in such installments, upon the occurrence of such events and at such times during the term of the Option as the Committee may determine. (b) The Committee may impose such conditions with respect to the exercise of Options, including without limitation, any relating to the application of federal, state or foreign securities laws or the Code, as it may deem necessary or advisable. The exercise of any Option granted hereunder shall be effective only at such time as the sale of Shares pursuant to such exercise will not violate any state or federal securities or other laws. (c) An Option may be exercised in whole or in part at any time, with respect to whole Shares only, within the period permitted thereunder for the exercise thereof, and shall be exercised by written notice of intent to exercise the Option, delivered to the Company at its principal office, and payment in full to the Company at the direction of the Committee of the amount of the Option Price for the number of Shares with respect to which the Option is then being exercised. The exercise of an Option shall result in the termination of the other to the extent of the number of Shares with respect to which the Option is exercised. (d) The Option Price shall be immediately due upon exercise of the Option and shall, subject to the provisions of the Option Agreement and the applicable securities laws, be payable in one or more of the following forms: (i) cash or check made payable to the Company; or (ii) shares held for the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes and valued at the Fair Market Value of such Shares on the date of exercise (or next date), together with any applicable withholding taxes. Payment of the Option Price for the purchased shares must be made on the Option exercise date. Until the optionee has been issued Shares subject to such exercise, he or she shall possess no rights as a stockholder with respect to such Shares. - 7 - 6.5 Ten Percent Stock Rule. Notwithstanding any other provisions in the Plan, if at the time an Option is otherwise to be granted pursuant to the Plan the optionee or rights holder owns directly or indirectly (within the meaning of Section 424(d) of the Code) Shares of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of Stock of the Company or its parent or Subsidiary or Affiliate corporations (within the meaning of Section 422 (b) (6) of the Code), then any Incentive Stock Option to be granted to such optionee or rights holder pursuant to the Plan shall satisfy the requirement of Section 422(c) (5) of the Code, and the Option Price shall be not less than 110% of the Fair Market Value of the Shares of the Company, and such Option by its terms shall not be exercisable after the expiration of five (5) years from the date such Option is granted. SECTION 7. DIRECTOR OPTIONS 7.1 Grant Upon Election of a New Director to the Board. A new Director to the Board shall receive Options for 20,000 Shares upon his or her election to the Board. These Options shall become exercisable in five equal installments of 4,000 Shares each beginning on the first anniversary of the date of grant. 7.2 Grant Upon Re-election of a Director to the Board. Beginning with the 2001 annual meeting of the Company's shareholders and continuing for each year through the 2005 annual meeting of the Company's shareholders, a Director who is re-elected to the Board shall receive Options for 4,000 Shares upon his or her re-election to the Board. These Options shall become exercisable on the first anniversary of the date of grant. 7.3 Grants to Board Chairmen. Beginning with the 2001 annual meeting of the Company's shareholders and continuing for each year through the 2005 annual meeting of the Company's shareholders, each Director who is appointed as Chairman of the Board, Vice-Chairman of the Board or as Chairman of a Board committee shall receive Options for 1,000 Shares upon his or her appointment, in addition to any other Options granted pursuant to this Section 7. These Options shall become exercisable on the first anniversary of the date of grant. 7.4 Option Price. The Option Price for all Options granted to Directors pursuant to this Section 7 shall be the Fair Market Value on the date of grant. 7.5 Forfeiture of Options. Any Option granted to a Director pursuant to this Section 7 that has not become exercisable when a Director ceases to serve as a Director, or in the position for which such Option was granted, shall be forfeited. 7.6 Other Options to Directors. The Board may also grant other Options to Directors pursuant to the terms of the Plan. With respect to such Options, all references in the Plan to the Committee shall be deemed to be references to the Board. SECTION 8. TERMINATION OF EMPLOYMENT The Committee shall have the full power and authority to determine the terms and conditions that shall apply to any Option upon a termination of employment with the Company, its Subsidiaries and Affiliates, including a termination by the Company with or without cause, by a Participant voluntarily, or by reason of death, Disability or Retirement, and may provide such terms and conditions in the Option Agreement or in such rules and regulations as it may prescribe. All Options which are not exercised prior to 90 days after the date a Participant ceases to serve as a Director, Employee or Consultant of the Company shall be forfeited. SECTION 9. CHANGE IN CONTROL - 8 - Upon a Change in Control, all outstanding Options shall vest, become immediately exercisable or payable and have all restrictions lifted. SECTION 10. AMENDMENT AND TERMINATION 10.1 Amendments to the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to comply. 10.2 Amendments to Options. Subject to the restrictions of SECTION 6.2, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Option theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of any Participant or any holder or beneficiary of any Option theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder, or beneficiary. 10.3 Adjustments of Options Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Options in recognition of unusual or nonrecurring events (including, without limitation, the events described in SECTION 4.2 hereof) affecting the Company, any Subsidiary or Affiliate, or the financial statements of the Company or any Subsidiary or Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. SECTION 11. GENERAL PROVISIONS 11.1 Limited Transferability of Options. Except as otherwise provided in the Plan, no Option shall be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant, except by will or the laws of descent and distribution and/or as may be provided by the Committee in its discretion, at or after grant, in the Option Agreement. No transfer of an Option by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer. 11.2 No Rights to Options. No Person shall have any claim to be granted any Option, and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Options. The terms and conditions of Options need not be the same with respect to each Participant. 11.4 Share Certificates. All certificates for Shares or other securities of the Company or any Subsidiary or Affiliate delivered under the Plan pursuant to any Option or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the SEC or any state securities commission or regulatory authority, any stock exchange or other market upon which such Shares or other securities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 11.5 Withholding. A Participant may be required to pay to the Company or any Subsidiary or Affiliate and the Company or any Subsidiary or Affiliate shall have the right and is hereby authorized to - 9 - withhold from any Option, from any payment due or transfer made under any Option or under the Plan, or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Options or other property) of any applicable withholding or other taxes in respect of an Option, its exercise, or any payment or transfer under an Option or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. 11.6 Option Agreements. Each Option hereunder shall be evidenced by an Option Agreement that shall be delivered to the Participant and may specify the terms and conditions of the Option and any rules applicable thereto. In the event of a conflict between the terms of the Plan and any Option Agreement, the terms of the Plan shall prevail. 11.7 No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of Options. 11.8 No Right to Employment. The grant of an Option shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Subsidiary or Affiliate. Further, the Company or a Subsidiary or Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in an Option Agreement. 11.9 No Rights as Stockholder. Subject to the provisions of the Plan and the applicable Option Agreement, no Participant or holder or beneficiary of any Option shall have any rights as a stockholder with respect to any Shares to be distributed under the Plan until such person has become a holder of such Shares. 11.10 Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any Option Agreement shall be determined in accordance with the laws of the State of California without giving effect to conflicts of laws principles. 11.11 Severability. If any provision of the Plan or any Option Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Option, or would disqualify the Plan or any Option under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Option, such provision shall be stricken as to such jurisdiction, Person or Option and the remainder of the Plan and any such Option shall remain in full force and effect. 11.12 Other Laws. The Committee may refuse to issue or transfer any Shares or other consideration under an Option if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation (including applicable non-U.S. laws or regulations) or entitle the Company to recover the same under Exchange Act Section 16 (b), and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Option shall be promptly refunded to the relevant Participant, holder, or beneficiary. 11.13 No Trust or Fund Created. Neither the Plan nor any Option shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary or Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Subsidiary or Affiliate pursuant to an Option, such - 10 - right shall be no greater than the right of any unsecured general creditor of the Company or any Subsidiary or Affiliate. 11.14 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Option, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated. 11.15 Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. SECTION 12. TERM OF THE PLAN 12.1 Effective Date. The Plan shall be effective as of February 13, 2001 provided it is approved and ratified by the Company's stockholders on or prior to December 31, 2001. 12.2 Expiration Date. No new Options shall be granted under the Plan after the tenth (10th) anniversary of the Effective Date. Unless otherwise expressly provided in the Plan or in an applicable Option Agreement, any Option granted hereunder may, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Option or to waive any conditions or rights under any such Option shall, continue after the tenth (10th) anniversary of the Effective Date. - 11 - EX-4.2 3 d15342exv4w2.txt FORM OF STOCK OPTION AGREEMENT FOR DIRECTORS EXHIBIT 4.2 FORM OF TRICO BANCSHARES STOCK OPTION AGREEMENT PURSUANT TO THE 2001 STOCK OPTION PLAN Number of Shares Subject to Option: [______]--Non-Qualified This Stock Option Agreement ("Agreement") is made effective as of <>, by and between <> <> ("Participant"), and TRICO BANCSHARES, a California corporation ("Corporation"). WHEREAS, the Board of Directors of the Corporation adopted the 2001 Stock Option Plan ("Plan") effective as of February 13, 2001, and the shareholders of the Corporation approved the Plan on May 8, 2001; WHEREAS, Participant is a director (as defined in the Plan) of the Corporation, or one or more of its subsidiaries; and WHEREAS, Participant owns less than 10 percent of the total combined voting power of all classes of stock of the Corporation and its subsidiaries; THEREFORE, in consideration of the promises contained herein and the benefits to be derived herefrom, the parties agree as follows: A. Grant of Options/Terms and Conditions. The Corporation hereby grants to Participant Non-Qualified Stock Options as defined in the Plan (such options are sometimes hereinafter referred to as NSOs), to purchase all or any part of an aggregate of _______ shares of the Corporation's common stock, no par value ("Shares"), subject to the terms and conditions hereinafter described: 1. The right to exercise NSOs for the Shares subject to this Agreement shall vest on _______________, and may be exercised by Participant on or after such date, unless sooner terminated pursuant to the terms of this Agreement and subject to the right of accumulation provided for herein. NSOs shall not be exercisable after the tenth anniversary of this Agreement (the "Expiration Date"). 2. Except as provided in paragraph B(2) below, the NSOs may be exercised only by Participant during his lifetime, and may not be transferred, assigned, alienated, attached, sold, pledged or encumbered in any way, except by a will of Participant or by the laws of descent and distribution. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of these NSOs, or of any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy of any attachment or similar process of these NSOs, right or privilege, these NSOs shall immediately become null and void. No transfer of the NSOs by will or by the laws of descent and distribution shall be effective to bind the Corporation unless the Corporation shall have been furnished with written notice thereof and an authenticated copy of the will and/or such evidence as the Corporation may deem necessary or appropriate to establish the validity of the transfer. 3. Participant shall give written notice to the Corporation of his or her intent to exercise any NSOs subject to the Agreement. The written notice of intent to exercise shall be sent to the Corporation's principal offices located at 63 Constitution Drive, Chico, California 95973, Attn. Suzanne Youngs, Shareholder Relations, along with payment of the full Option Price for the number of Share with respect to which the NSOs are being exercised. - 1 - 4. The exercise of any NSO is contingent upon the receipt by the Corporation of (i) cash or check made payable to the Corporation or (ii) Shares held for the requisite period necessary to avoid a change to the Corporation's earnings for financial reporting purposes and valued at the Fair Market Value (as defined in the Plan) of such shares on the date of exercise (or next succeeding trading date, if the date of exercise is not a trading date), together with any applicable withholding taxes. 5. The Option Price to purchase each one (1) Share subject to these NSOs is $_____________. The Option Price so stated herein has been determined in good faith to be no less than 100 percent of the Fair Market Value of the Shares as of the date of this Agreement. 6. Upon a dividend, distribution, recapitalization, stock split, reorganization, merger, consolidation, repurchase or exchange of securities, or other similar corporate transaction which affects the Shares, the Committee may, in its sole discretion, (i) adjust the number of Shares subject to the NSOs and the Option Price with respect to the NSOs, provided that the number of Shares subject to the NSOs shall always be a whole number; (ii) provide for an equivalent Option in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect; or (iii) make provision for a cash payment to the Participant. Any adjustment so made shall be final and binding upon Participant. 7. Participant or a holder or beneficiary of any NSO shall have no rights as a shareholder with respect to any Shares subject to an NSO granted hereunder prior to the date of issuance to him of a certificate or certificates for such Shares. 8. The grant of NSOs shall not confer upon Participant any right with respect to continuance as a director of the Corporation or its subsidiaries. B. Expiration of Options. 1. Participant may not exercise any part of an NSO granted under the Plan unless Participant has served as a director of the Corporation or of a subsidiary thereof at all times from the date of the grant of the NSO until the date three months prior to the date of exercise except as provided below. 2. If Participant shall die (i) while serving as a director of the Corporation or a subsidiary thereof or (ii) within three months after he ceases to be a director of the Corporation or a subsidiary thereof because of his disability, his NSOs may be exercised, to the extent that Participant shall have been entitled to do so on the date of his death or such cessation of directorship, by the person or persons to whom Participant's right under the this Agreement pass by will or applicable law, or if no such person has such right, by his executors or administrators, at any time, or from time to time, but not later than the Expiration Date or two years after Participant's death, whichever date is earlier. 3. If Participant's directorship with the Corporation or a subsidiary thereof shall cease by removal or resignation because of his disability and Participant has not died within the following three months, he may exercise his NSOs, to the extent that he shall have been entitled to do so at the date of cessation of his directorship, at any time or from time to time, but not later than the Expiration Date or one year after cessation of his directorship, whichever date is earlier. 4. If Participant shall cease to serve as a director of the Corporation or a subsidiary thereof by removal or resignation, other than removal "for cause," all right to exercise his NSOs shall terminate at the Expiration Date or three months after cessation of directorship, whichever date is earlier. For this purpose, removal "for cause" shall mean removal by reason of Participant's commission of a felony, fraud, or willful misconduct which had resulted, or is likely to result, in substantial and material - 2 - damage to the Corporation or a subsidiary thereof, all as the Committee, in its sole discretion, may determine. 5. If Participant is removed from the Board "for cause," all right to exercise his NSOs shall terminate at the date of such removal. C. Investment Representation. Participant represents and warrants that he has acquired these NSOs for investment and not with a view to resale, distribution, offering, transferring, mortgaging, pledging, hypothecating, or otherwise disposing of such Shares under circumstances which would constitute a public offering or distribution under the Securities Act of 1933 or the securities laws of any state (collectively, "distribution"), and agrees that he will acquire all Shares provided for hereunder for investment and not with a view to distribution. Upon each exercise of these NSOs, Participant may be required to deliver to the Corporation a written representation to such effect in a form prepared by counsel to the Corporation. Certificates for the Shares acquired by the Participant shall bear a legend substantially in the following form: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. D. Restrictions Under Securities Laws. These NSOs shall be subject to the requirement that if at any time the Corporation determines that the listing, registration or qualification of the Shares covered thereby upon any securities exchange or under state or federal law or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the granting of these NSOs or the issue or purchase of Shares thereunder, these NSOs may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effective or obtained free of any conditions not acceptable to the Corporation. E. Notices. Any notice to the Corporation required to be made under the terms of the Agreement or under the terms of the Plan shall be addressed to the Corporation at 63 Constitution Drive, Chico, California 95973, and any notice required to be made to Participant under the terms of the Agreement or under the terms of the Plan shall be addressed to him at <>. F. Plan Governs. Participant has read the Plan and this Agreement, and agrees that to the extent that this Agreement is inconsistent with the Plan, the Plan shall govern. To the extent possible, this Agreement shall be construed consistently with the Plan. G. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California, and with the Code. - 3 - IN WITNESS WHEREOF, this Stock Option Agreement is executed as of the date first written above. PARTICIPANT: _________________________________ <> <> TRICO BANCSHARES By: ________________________________________________ Richard P. Smith, President - 4 - EX-4.3 4 d15342exv4w3.txt FORM OF STOCK OPTION AGREEMENT FOR OFFICERS EXHIBIT 4.3 FORM OF TRICO BANCSHARES STOCK OPTION AGREEMENT PURSUANT TO THE 2001 STOCK OPTION PLAN Number of Shares Subject to Option: [______] - Incentive, [______] - Nonqualified This Stock Option Agreement ("Agreement") is made effective as of [Date], by and between [PARTICIPANT] ("Participant"), and TRICO BANCSHARES, a California corporation ("Corporation"). WHEREAS, the Board of Directors of the Corporation adopted the 2001 Stock Option Plan ("Plan") effective as of February 13, 2001, and the shareholders of the Corporation approved the Plan on May 8, 2001; WHEREAS, Participant is an employee (as defined in the Plan) of the Corporation, or one or more of its subsidiaries; and WHEREAS, Participant owns less than 10 percent of the total combined voting power of all classes of stock of the Corporation and its subsidiaries; THEREFORE, in consideration of the promises contained herein and the benefits to be derived herefrom, the parties agree as follows: A. Grant of Options/Terms and Conditions. The Corporation hereby grants to Participant Incentive Stock Options as defined in Section 422 of the Internal Revenue Code of 1986, as amended ("Code"), (such options are sometimes hereinafter referred to as ISOs), to purchase all or any part of an aggregate of [______] shares of the Corporation's common stock, no par value ("Shares"), and Non-Qualified Stock Options as defined in the Plan (such options are sometimes hereinafter referred to as NSOs), to purchase all or any part of an aggregate of [______] shares of the Corporation's common stock, no par value ("Shares"), subject to the terms and conditions hereinafter described: 1. Options for the Shares subject to this Agreement may be exercised by Participant on or after the dates on which the right to exercise options for such Shares has vested, in accordance with the following schedule, unless sooner terminated pursuant to the terms of this Agreement, and subject to the right of accumulation provided for herein. The right to exercise options shall vest from time to time in accordance with the following schedule on the anniversary date of this Agreement for the year indicated. Options shall not be exercisable after the tenth anniversary of this Agreement (the "Expiration Date"). - 1 -
Year in Which Options Will Vest on the Anniversary Date Number of Shares For Number of Shares For of This Agreement Which ISOs Will Vest Which NSOs Will Vest - ------------------------------------------------------------------------------------------------------------------- Immediately [------] [------] - ---------------- [------] [------] - ---------------- [------] [------] - ---------------- [------] [------] - ---------------- [------] [------]
2. Except as provided in paragraph B(2) below, the options may be exercised only by Participant during his lifetime, and may not be transferred, assigned, alienated, attached, sold, pledged or encumbered in any way, except by a will of Participant or by the laws of descent and distribution. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of these options, or of any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy of any attachment or similar process of these options, right or privilege, these options shall immediately become null and void. No transfer of the options by will or by the laws of descent and distribution shall be effective to bind the Corporation unless the Corporation shall have been furnished with written notice thereof and an authenticated copy of the will and/or such evidence as the Corporation may deem necessary or appropriate to establish the validity of the transfer. 3. Participant shall give written notice to the Corporation of his or her intent to exercise any options subject to the Agreement. The written notice of intent to exercise shall be sent to the Corporation's principal offices located at 63 Constitution Drive, Chico, California 95973, Attn. Richard P. Smith, President, along with payment of the full Option Price for the number of Share with respect to which the options are being exercised. 4. The exercise of any options is contingent upon the receipt by the Corporation of (i) cash or check made payable to the Corporation or (ii) Shares held for the requisite period necessary to avoid a change to the Corporation's earnings for financial reporting purposes and valued at the Fair Market Value (as defined in the Plan) of such shares on the date of exercise (or next succeeding trading date, if the date of exercise is not a trading date), together with any applicable withholding taxes. 5. The Option Price to purchase each one (1) Share subject to these options is $_________. The Option Price so stated herein has been determined in good faith to be no less than 100 percent of the Fair Market Value of the Shares as of the date of this Agreement. 6. Upon a dividend, distribution, recapitalization, stock split, reorganization, merger, consolidation, repurchase or exchange of securities, or other similar corporate transaction which affects the Shares, the Committee may, in its sole discretion and consistent with Section 422 of the Code, (i) adjust the number of Shares subject to the options and the Option Price with respect to the options, provided that the number of Shares subject to the options shall always be a whole number; (ii) provide for an equivalent Option in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect; or (iii) make provision for a cash payment to the Participant. Any adjustment so made shall be final and binding upon Participant. 7. Participant or a holder or beneficiary of any option shall have no rights as a shareholder with respect to any Shares subject to an option granted hereunder prior to the date of issuance to him of a certificate or certificates for such Shares. 8. The grant of options shall not confer upon Participant any right with respect to continuance of employment by the Corporation or by a subsidiary thereof, nor shall it interfere in any way - 2 - with the right of his employer to terminate his employment at any time free from any liability or any claim under the Plan. B. Expiration of Options. 1. Participant may not exercise any part of an option granted under the Plan unless Participant has been in the continuous employment of the Corporation or of a subsidiary thereof at all times from the date of the grant of the option until the date three months prior to the date of exercise except as provided below. Such employment must have been continuous for at least one year before an option can be exercised, except as provided in the above vesting schedule. 2. If Participant shall die (i) while an employee of the Corporation or a subsidiary thereof or (ii) within three months after termination of his employment with the Corporation or a subsidiary thereof because of his disability, his options may be exercised, to the extent that Participant shall have been entitled to do so on the date of his death or such termination of employment, by the person or persons to whom Participant's right under this Agreement pass by will or applicable law, or if no such person has such right, by his executors or administrators, at any time, or from time to time, but not later than the Expiration Date or two years after Participant's death, whichever date is earlier. 3. If Participant's employment by the Corporation or a subsidiary thereof shall terminate because of his disability and Participant has not died within the following three months, he may exercise his options, to the extent that he shall have been entitled to do so at the date of the termination of his employment, at any time or from time to time, but not later than the Expiration Date or one year after termination of employment, whichever date is earlier. 4. If Participant's employment shall terminate by reason of his retirement in accordance with the terms of the Corporation's tax-qualified retirement plans or with the consent of the Committee (as defined in the Plan) or involuntarily other than "for cause," all right to exercise his option shall terminate at the Expiration Date or three months after termination of employment, whichever date is earlier. For this purpose, termination "for cause" shall mean termination of employment by reason of Participant's commission of a felony, fraud, or willful misconduct which had resulted, or is likely to result, in substantial and material damage to the Corporation or a subsidiary thereof, all as the Committee, in its sole discretion, may determine. 5. If Participant's employment shall terminate voluntarily or involuntarily "for cause," all right to exercise his option shall terminate at the date of such termination of employment. C. Investment Representation. Participant represents and warrants that he has acquired these options for investment and not with a view to resale, distribution, offering, transferring, mortgaging, pledging, hypothecating, or otherwise disposing of such Shares under circumstances which would constitute a public offering or distribution under the Securities Act of 1933 or the securities laws of any state (collectively, "distribution"), and agrees that he will acquire all Shares provided for hereunder for investment and not with a view to distribution. D. Notices. Any notice to the Corporation required to be made under the terms of the Agreement or under the terms of the Plan shall be addressed to the Corporation at 63 Constitution Drive, Chico, California 95973, and any notice required to be made to Participant under the terms of the Agreement or under the terms of the Plan shall be addressed to him at [______________________________]. E. Plan Governs. Participant has read the Plan and this Agreement, and agrees that to the extent that this Agreement is inconsistent with the Plan, the Plan shall govern. To the extent possible, this Agreement shall be construed consistently with the Plan. - 3 - F. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California, and with the Code. IN WITNESS WHEREOF, this Stock Option Agreement is executed as of the date first written above. PARTICIPANT: TRICO BANCSHARES: _____________________________ By: [Participant's Name] _____________________________ Richard P. Smith, President - 4 - EX-5 5 d15342exv5.txt OPINION/CONSENT OF ROTHGERBER JOHNSON & LYONS LLP EXHIBIT 5 May 11, 2004 TriCo Bancshares 63 Constitution Drive Chico, California 95973 Ladies and Gentlemen: You have requested our opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") which is expected to be filed by TriCo Bancshares (the "Company") on or about May 11, 2004, with respect to the offer and sale of 450,000 additional shares of the Company's common stock, $.01 par value ("Company Stock"), issuable under the TriCo Bancshares 2001 Stock Option Plan as described in the Registration Statement (the "Plan"). We have examined such records and documents and have made such investigations of law as we have deemed necessary under the circumstances. Based on that examination and investigation, it is our opinion that the shares of Company Stock referred to above will be, when sold in accordance with the Plan and in the manner described in the Registration Statement, validly issued, fully paid and non-assessable. We consent to the use in the Registration Statement of our name and the inclusion of this legal opinion as an exhibit to such Registration Statement. Sincerely yours, ROTHGERBER JOHNSON & LYONS LLP /s/ Rothgerber Johnson & Lyons LLP - 5 - EX-23.1 6 d15342exv23w1.txt CONSENT OF KPMG LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors TriCo Bancshares: We consent to the incorporation by reference in this Registration Statement on Form S-8 of TriCo Bancshares 2001 Stock Option Plan of our report dated January 29, 2004, with respect to the consolidated balance sheets of TriCo Bancshares and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income and comprehensive income, changes in shareholders' equity and cashflows for the years then ended, which report appears in the December 31, 2003 annual report on Form 10-K of TriCo Bancshares. /s/ KPMG LLP Sacramento, California May 10, 2004 -----END PRIVACY-ENHANCED MESSAGE-----