Indemnification
Agreement
This Indemnification Agreement
(“Agreement”) is made and entered into as of the
day of
, 2002, by and between Plumas Bancorp, a California corporation
(“Bancorp”), and
, (the “Indemnitee”), a director (and/or
officer) of Bancorp.
A. Bancorp and the Indemnitee recognize
that statutes, regulations, court opinions and Bancorp’s
Articles of Incorporation and Bylaws are indefinite in providing
Bancorp’s directors and officers with adequate protection
from liabilities to which they may become personally exposed as a
result of performing their duties in good faith for
Bancorp;
B. Bancorp and the Indemnitee are aware of
the large number of lawsuits filed against corporate directors and
officers;
C. Bancorp and the Indemnitee recognize
that the cost of defending against such lawsuits may be beyond the
financial resources of most directors and officers of
Bancorp;
D. Bancorp and the Indemnitee recognize
that the potential risks and liabilities of being a director and/or
officer pose a significant deterrent and increased reluctance on
the part of experienced and capable individuals to serve as a
director and/or officer of Bancorp;
E. Bancorp has investigated the
availability and sufficiency of liability insurance for its
directors and officers with adequate protection against potential
liabilities and has determined that such insurance provides
inadequate protection to its directors and officers, and, thus, it
would be in the best interests of Bancorp and its shareholders to
contract with the Indemnitee, to indemnify him/her to the
fullest extent permitted by law against personal liability for
actions taken in the good faith performance of his/her
duties to Bancorp;
F. Section 317 of the California
Corporations Code (“Section 317”) sets forth
certain provisions relating to the mandatory and permissive
indemnification of directors and officers (among others) of a
California corporation by such corporation;
G. As inducement and encouragement for
experienced and capable persons such as the Indemnitee to continue
to serve as a director and/or officer of Bancorp, the Board
of Directors of Bancorp has determined, after due consideration and
investigation, that this Agreement is a reasonable and prudent
means to promote and ensure the best interests of Bancorp and its
shareholders; and
H. Bancorp desires to have the Indemnitee
continue to serve as a director or officer of Bancorp free
from undue concern for unpredictable, inappropriate or unreasonable
legal risks and personal liabilities by reason of his/her
acting in good faith in the performance of his/her duty to
Bancorp; and the Indemnitee desires to continue to serve as a
director or officer of Bancorp; provided, and on the express
condition, that the Indemnitee is furnished with the indemnity set
forth hereinafter.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth below and based on the premises
set forth above, Bancorp and the Indemnitee do hereby agree as
follows:
1. Agreement to Serve .
The Indemnitee will serve or
continue to serve as a director or officer of Bancorp to the
best of his/her abilities at the will of Bancorp for so long
as the Indemnitee is duly elected or appointed or until such time
as the Indemnitee tenders his/her resignation in
writing.
2.
Definitions . As
used in this Agreement:
(a) The term “Proceeding” shall
include any threatened, pending or completed action, suit or
proceeding, whether brought in the right of Bancorp or otherwise
and whether of a civil, criminal, administrative or investigative
nature, including, but not limited to, actions, suits or
proceedings brought under and/or predicated upon the Securities Act
of 1933, as amended, and/or the Securities Exchange Act of 1934, as
amended, and/or their respective state counterparts, and/or any
rule or regulation promulgated thereunder, in which the Indemnitee
may be or may have been involved as a party or otherwise, by reason
of the fact that the Indemnitee is or was a director or
officer of Bancorp, by reason of any action taken by
him/her or of any inaction on his/her part while
acting as such director or officer or by reason of the fact
that he/she is or was serving at the request of Bancorp as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, whether or
not he/she is serving in such capacity at the time any
liability or expense is incurred for which indemnification or
reimbursement can be provided under this Agreement.
(b) The term “Expenses”
includes, without limitation thereto, expenses of investigations,
of judicial or administrative proceedings or appeals,
attorneys’ fees and disbursements and any expenses of
establishing a right to indemnification under Paragraph 7 of
this Agreement, but shall not include the amount of judgments,
settlements, fines or penalties actually levied against the
Indemnitee.
3. Indemnity in Third Party
Proceedings . Bancorp
shall indemnify the Indemnitee in accordance with the provisions of
this section if the Indemnitee is a party to or threatened to be
made a party to or otherwise involved in any Proceeding (other than
a Proceeding by or in the right of Bancorp to procure a judgment in
its favor), by reason of the fact that the Indemnitee is or was a
director, officer, employee or agent of Bancorp or is or was
serving at the request of Bancorp as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise, against all Expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred by
the Indemnitee in connection with such Proceeding, provided it is
determined pursuant to Paragraph 7 of this Agreement or by the
court before which such action was brought or by the shareholders
of Bancorp in the manner prescribed by Section 317, that the
Indemnitee acted in good faith and in a manner which he/she
reasonably believed to be in the best interests of Bancorp and, in
the case of a criminal proceeding, in addition, had no reasonable
cause to believe that his/her conduct was unlawful. The
termination of any such Proceeding by judgment, order of court,
settlement, conviction, or upon a plea of nolo contendere, or its
equivalent, shall not, of itself, create a presumption that the
Indemnitee did not act in good faith and in a manner which
he/she reasonably believed to be in the best interests of
Bancorp, and with respect to any criminal proceeding, that such
person had reasonable cause to believe that his/her conduct
was unlawful.
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4. Indemnity in Proceedings by or in
the Right of Bancorp . Bancorp shall indemnify the Indemnitee in
accordance with the provisions of this section if the Indemnitee is
a party to or threatened to be made a party to or otherwise
involved in any Proceeding by or in the right of Bancorp to procure
a judgment in its
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