Exhibit
10.12.1
NONQUALIFIED STOCK OPTION
AGREEMENT
This
Nonqualified 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
Nonqualified 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 a Nonqualified Stock Option .
It is intended by the Company that this Option will not qualify as
an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.
1.3 Nontransferability of Option . The Option and the rights
of the Optionee under this Nonqualified 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 the
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 . The 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 Grant
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On or After
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Exercisable
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March
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17,
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2006
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50%
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March
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17,
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2007
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50%
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1
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 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.
2.3 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 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 Payment of Tax Withholding . The Optionee shall pay or
make adequate provision for payment, of Tax Withholding upon
exercise of this Option. The notice of exercise shall indicate the
method of payment of Tax Withholding, which may be accomplished by
payment in cash, the Company withholding other amounts payable by
the Company to the Optionee, by the application of shares to be
received upon exercise of this Option, the surrender of shares of
Common Stock or other securities of the Company (provided that the
surrendered shares of Common Stock or other securities of the
Company shall have been held by
