Exhibit
10.12.2
INCENTIVE STOCK OPTION
AGREEMENT
This Incentive Stock Option Agreement is made and entered into
pursuant to the terms of the Stock Option Plan dated March 28, 2002
(the "Plan") adopted by the Board of Directors and Shareholders of
PremierWest Bancorp, an Oregon corporation (the "Company"). Unless
otherwise defined herein, capitalized terms defined in this
Incentive Stock Option Agreement shall have the meanings as defined
in the Plan.
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The "Optionee"
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_____________________________
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Number of Shares of
the
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_____________________________
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Company's Common
Stock
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"Exercise Price" per
Share
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$ 11.05
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"Date of Grant"
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March 17, 2005
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"Expiration Date"
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March 17, 2015
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1. Terms of the Option .
1.1 Grant of Option . The Company hereby grants to the
Optionee the right, privilege, and option (the "Option") to
purchase up to the number of shares of Common Stock indicated above
(the "Option Shares") at the Exercise Price indicated above,
subject to adjustment in accordance with the terms and conditions
of the Plan. The Option may only be exercised as to a whole number
of shares of Common Stock.
1.2 Status of this Option as an
Incentive Stock Option . It is intended by the
Company that this Option will qualify as an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended. However, if this Option fails in whole or in part
to qualified as an incentive stock option for any reason, this
Option shall continue to be valid, shall be an incentive stock
option to the fullest extent permitted and otherwise shall be
treated as a nonqualified stock option. The Company shall not have
any liability to the Optionee for any failure of this Option to
qualify, in whole or in part, as an incentive stock
option.
1.3 Nontransferability of
Option . This Option and the rights
of the Optionee under this Incentive Stock Option Agreement may not
be transferred in any manner except by will or by the laws of
descent and distribution upon the death of the Optionee.
1.4 Reservation of
Shares . The Company agrees that at
all times there will be reserved for issuance upon exercise of this
Option such number of shares of its Common Stock as is required for
such issuance.
2.
Time of
Exercise of Option .
2.1 When the Option Becomes Exercisable . This Option may
only be exercised on or after March 17, 2006 in accordance
with the following vesting schedule and only to the extent not
previously exercised:
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Portion of Shares
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On or After
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available to
exercise
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March
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17,
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2006
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10%
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March
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17,
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2007
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15%
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March
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17,
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2008
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20%
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March
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17,
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2009
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25%
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March
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17,
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2010
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30%
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Under certain
circumstances, the number of Shares indicated in the foregoing
vesting schedule may be adjusted and the vesting dates may be
accelerated in accordance with terms and conditions of the
Plan.
2.2 Effect of Retirement of
Optionee . Notwithstanding any vesting
schedule set forth above, upon Retirement of the Optionee, this
Option shall become, as of the effective date of Retirement,
immediately exercisable as to all shares. For purposes of this
Option, "Retirement" means voluntary termination of employment by
the Optionee who has attained the age of 65 at such
termination.
2.3 Effect of Unpaid Leaves of
Absence . If at any time during the
term of this Option, the Optionee is on unpaid leave from the
Company or any Subsidiary, the Option may not be exercised during
such unpaid leave and the dates contained in the foregoing vesting
schedule shall be extended by the length of such unpaid
leave.
2.4 Expiration and Termination of
Option . This Option will expire upon
the close of business on the Expiration Date and may terminate
earlier upon certain events as set forth in Section 4 of this
Option. To the extent that this Option has not been exercised prior
to the Expiration Date or any earlier termination, all further
rights to purchase shares pursuant to this Option will cease and
terminate at such time.
3.
Option
Exercise Procedures .
3.1 Who may Exercise the Option . Only the Optionee (or, in
the case of exercise after death of the Optionee, by the
executor, administrator, heir, or legatee of the Optionee, as the
case may be) may exercise this Option.
3.2 Notice of Exercise
. A "Notice of
Exercise" must be signed and delivered to the Company's corporate
Secretary or such other person as the Company may designate at the
Company's principal business office of the Company. A copy of the
Company's current form of Notice of Exercise is attached hereto.
The Company, however, reserves the right to revise its form of
Notice of Exercise from time-to-time as it determines to be
appropriate. If, at the time of the exercise of this Option, the
Company does not have an effective registration statement on file
with the Securities and Exchange Commission that covers the
issuance of shares upon the exercise of this Option, the Notice of
Exercise will also contain certain representations from the
Optionee as required under applicable state and federal securities
laws. A copy of the then-current form of Notice of Exercise may be
obtained at any time from the Company. A notice will only be
effective if submitted on the form in effect at the time of such
exercise.
3.3 Payment of Exercise
Price .
The Notice of Exercise must indicate the manner of payment of the
Exercise Price for the number of shares so purchased. Payment shall
be made by cash, full-recourse promissory note, by the surrender to
the Company for cancellation of shares of Common Stock or other
securities of the Company (provided that the surrendered shares of
Common Stock or other
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securities of the Company
shall have been held by the Optionee for not less than six months)
or any combination of the foregoing.
3.4 Delivery of Shares Following
Exercise . The Company will make
delivery of the Option Shares purchased within a reasonable time
after it receives the Notice of Exercise and payment in full of the
Exercise Price of the Option Shares being purchased. However, if
any law or regulation requires the Company to take any action with
respect to the issuance of the Option Shares, including, without
limitation, actions that may be required for compliance with
federal and state securities laws or the listing requirements of
any stock exchange upon which the Company's Common Stock is then
listed, then the date of delivery of such shares may be extended
for the period necessary to take such action. The Optionee shall
only become the holder of such shares upon the actual issuance of
the stock certificate representing such shares.
4. Termination of the Option .
4.1 Effect of the Death of the Optionee . If the Optionee
dies while an employee of the Company or any Subsidiary, this
Optio
