UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  ☑                            Filed by a Party other than the Registrant   ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

				TriCo Bancshares 63 Constitution Drive Chico, California 95973 Phone: (530)898-0300

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

To our Shareholders:

On Tuesday, May 23, 2017,22, 2018, TriCo Bancshares will hold its annual meeting of shareholders at its headquarters located at 63 Constitution Drive, Chico, California.California 95973. The meeting will begin at 5:00 p.m. Pacific Time.

Shareholders who owned shares of our common stock at the close of business on April 3, 2017,13, 2018, may attend and vote at the meeting. At the meeting, shareholders will be asked to:

We do not know of any other business that will come before the meeting. In order to vote without attending the meeting, you may sign and date the enclosed proxy and voting instruction card and return it in the postage prepaid envelope.

A copy of our 20162017 annual report is enclosed. We are mailing these proxy materials to shareholders beginning on or about April 17, 2017.19, 2018.

As a shareholder, your vote is important. Whether or not you plan to attend the annual meeting in person, it is important that you vote as soon as possible to ensure that your shares are represented. We request that all shareholders be present at the meeting in person or by proxy to ensure that we have a quorum.

		By Order of the Board of Directors,
		Secretary

Chico, California

April 17, 201719, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 23, 201722, 2018

TriCo’s Annual Report on Form10-K for the period ending December 31, 20162017 and the 20172018 Proxy Statement are

are available atwww.tcbk.com/about/investor-relations/sec-filings/.

7.		Q:		How can I vote my shares?
		A:		You may vote either in person at the meeting or by appointing a proxy. Please refer to the instructions included on your proxy card to vote by proxy. If you hold your shares through a bank, broker or other nominee, then you may vote by the methods your bank or broker makes available, using the instructions the bank or broker has included with this proxy statement.
8.		Q:		How are votes counted?
		A:		In the election of directors, you may vote FOR all of the director nominees or your vote may be WITHHELD with respect to one or more nominees. In addition, under California law and our bylaws, shareholders are entitled to cumulate votes in the election of the directors by following the procedures described at “Corporate Governance, Board Nomination and Board Committees--Nomination and Election of Directors.” If the proxy is marked FOR all of the director nominees or not marked with respect to election of directors, authority will be granted to the persons named in the proxy to cumulate votes if they so choose and to allocate votes among the nominees in such a manner as they determine is necessary in order to elect all or as many of the nominees as possible. The 10 nominees receiving the most affirmative votes cast at the meeting will be elected as directors assuming a quorum is present.
				You may vote FOR or AGAINST or ABSTAIN from voting on the advisory proposal concerning the approval of our executive compensation.
				On The Board will consider the advisory proposal concerningto be adopted if a majority of the frequency of future advisory votes on our executive compensation, you may indicate a preference that such votes be held every ONE YEAR, TWO YEARS or THREE YEARS, or you may ABSTAIN fromshareholders present and voting on the proposal.proposal vote in favor of the proposal, assuming a quorum is present and voting on the matter.
				You may vote FOR or AGAINST or ABSTAIN from voting on the ratification of Crowe HorwathMoss Adams LLP as our independent registered public accounting firm for 2017.2018. The Board will consider the proposal to be adopted if a majority of the shareholders present and voting on the proposal vote in favor of the proposal, assuming a quorum is present and voting on the matter.
9.		Q:		How are abstentions and brokernon-votes treated?
		A:		Abstentions and brokernon-votes will be counted for purposes of determining whether a quorum is present at the meeting. Abstentions and brokernon-votes will not impact the election of directors or the advisory proposal regarding the frequency of future advisory votes on our executive compensation. Abstentions and brokernon-votes of shares will not have any effect on the other proposals if the number of affirmative votes cast for the proposal is a majority of the votes cast and such votes constitute a majority of the quorum required to transact business at the meeting. However, if the number of affirmative votes cast for the other proposals is a majority of the votes cast, but such votes do not constitute a majority of the quorum required to transact business at the special meeting, then abstentions and brokernon-votes will have the same effect as a vote against these proposals.
10.		Q:		Can I change my vote?
		A:		You have the right to revoke your proxy at any time before the meeting by:
				•   providing written notice to TriCo’s corporate secretary and voting in person at the meeting, or
				•   appointing a new proxy before the meeting begins.
				Attending the meeting will not by itself revoke a proxy unless you specifically revoke your proxy in writing. If you are a beneficial owner, you must follow the instructions provided by your broker, bank or other nominee to change your vote.
11.		Q:		What if I own shares through TriCo’s Employee Stock Ownership Plan and Trust?
		A:		For present or past employees of TriCo, your proxy includes any shares held in your account under our employee stock ownership plan and trust.

12.		Q:		What does it mean if I get more than one proxy card?
		A:		If your shares are registered differently and are held in more than one account, then you will receive more than one card. Be sure to vote all of your accounts so that all of your shares are voted. We encourage you to have all accounts registered in the same name and address. If you are a shareholder of record, you can accomplish this by contacting Computershare, 462 South 4th Street, Suite 1600, Louisville, KY, 40202 or PO Box 30170, College Station, TX 77842 (or, for overnight courier deliveries, 211 Quality Circle, Suite 210, College Station, TX 77845) or by telephone atBOX 505000, Louisville, KY, 40233-5000. Phone: (800)1-800-676-0712.676-0712.
13.		Q:		Who may attend the meeting?
		A:		All shareholders who owned shares of our common stock on April 3, 2017,13, 2018, may attend the meeting. You may indicate on the enclosed proxy card if you plan to attend the meeting.
14.		Q:		How will voting on any other business be conducted?
		A:		We do not know of any business to be considered at the meeting other than election of 1110 directors, the advisory vote our executive compensation, the advisory vote regarding the frequency of future advisory votes on our executive compensation, the and the ratification of Crowe HorwathMoss Adams LLP as our independent registered public accounting firm for 2017.2018. If any other business is properly presented at the meeting and TriCo did not have notice of such proposal a reasonable time before the date of this proxy statement, your proxy gives Richard P. Smith, our president and chief executive officer, and Richard O’Sullivan, executive vice president of our subsidiary, Tri Counties Bank, authority to vote on these matters in their discretion.
15.		Q:		Where and when will I be able to find the results of the voting?
		A:		The results of the voting will be announced at the meeting. We will also publish the final results in a report on Form8-K to be filed with the Securities and Exchange Commission, which we refer to as the “SEC,” following the meeting.
16.		Q:		Is my vote confidential?
		A:		Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within TriCo or to third parties except:
				•   as necessary to meet applicable legal requirements,
				•   to allow for the counting and certification of votes, or
				•   to help our Board solicit proxies.
17.		Q:		When are shareholder proposals for the 20182019 annual meeting due?
		A:		All shareholder proposals to be considered for inclusion in our proxy statement for the 20182019 annual meeting must be received at our principal office by December 15, 2017.20, 2018. Shareholder nominations for directors must be received by our president as described at “Corporate Governance, Board Nomination and Board Committees--NominationCommittees—Nomination and Election of Directors.”
18.		Q:		Who will bear the cost of soliciting proxies for the meeting and how will these proxies be solicited?
		A:		We will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials, including the charges and expenses of brokers, banks, nominees and other fiduciaries who forward proxy materials to their principals. Proxies may be solicited by mail, in person, by telephone or by electronic communication by our officers and employees who will not receive any additional compensation for these solicitation activities.

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

ElevenTen (10) directors will be elected this year for terms expiring at our annual meeting in 2018.2019. Each nominee is currently serving as a director of TriCo. The nominees for election are:

Brief biographies of the director nominees are found at “Board of Directors.” These biographies include each nominee’s age, business experience, a description of some of the experience, qualifications, attributes or skills that led us to conclude that each nominee should serve as a director of the company and certain other information.

The 1110 nominees receiving the most affirmative votes cast at the meeting will be elected as directors assuming a quorum is present. Consequently, any shares not voted at the meeting, whether by abstention or otherwise, will have no effect on the election of directors. If any of the nominees should unexpectedly decline or become unable to serve, the proxies we are soliciting may be voted for a substitute nominee or the Board may reduce the size of the Board.

Shareholders may cumulate their votes when electing directors. To do so, you must follow the procedures set forth in our bylaws which are described at “Corporate Governance, Board Nomination and Board Committees--NominationCommittees—Nomination and Election of Directors.”

The Board recommends a vote FOR the election of all 1110 nominees.

We are asking our shareholders to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers as disclosed in this proxy statement. At the meeting, shareholders will have the opportunity to endorse or not endorse our executive compensation programs through an advisory (nonbinding) vote on the compensation of our named executive officers as disclosed in this proxy statement.

Detailed information about the compensation of our executive officers is included in the sections titled “Compensation of Named Executive Officers” beginning on page 19 andCompensation Discussion and Analysis,” beginning on page 32.33. Our executive compensation programs are designed to attract and retain well-qualified executives and to link executive officer compensation to and to reward executive officers for the company’s financial performance and the creation of shareholder value. We believe that our executive compensation programs achieve these objectives.

The Board will consider the proposal to be adopted if a majority of the shareholders present and voting on the proposal vote in favor of the proposal. As an advisory vote, this proposal is not binding on TriCo. However, our Board of Directors and our compensation and management succession committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions regarding the our named executive officers.

The Board recommends a vote FOR approval of the advisory proposal to approve our executive

compensation program as described in this proxy statement.

3.	Advisory Vote Concerning the Frequency of Future Advisory Votes on Executive Compensation

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 (as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act) we are asking shareholders to vote, on an advisory (nonbinding) basis, on how frequently we should hold future advisory votes on our executive compensation. Shareholders may indicate whether they would prefer an advisory vote on our executive compensation once every one, two or three years.

After careful consideration, the Board recommends that future advisory votes on compensation of our named executive officers be held annually. We have sought shareholders’ advisory approval of our executive compensation each year since 2011. Our Board believes that continuing to hold a vote every year is the most appropriate option because it would enable our shareholders to provide us with timely input regarding the compensation of our named executive officers, just as the Board reviews and approves our executive compensation program annually.

The Board will consider the option receiving the highest number of votes (e.g, every one, two or three years) to be our shareholders’ preferred frequency for future advisory votes on our executive compensation. This vote is advisory and therefore not binding. Although the vote is nonbinding, the Board and the compensation and management succession committee value shareholders’ opinions and will consider the outcome of the vote in determining the frequency of future advisory votes on executive compensation.

The Board recommends a vote that future advisory votes on

executive compensation be held every ONE YEAR.

Our audit and risk committee, which we sometimes refer to as our “audit committee” in this proxy statement, has selected the firm of Crowe HorwathMoss Adams LLP as our independent registered public accounting firm for 2017. Crowe Horwath has served as our principal independent registered public accounting firm since 2012.2018.

The affirmative vote of a majority of those shareholders present and voting at the meeting will ratify the selection of Crowe HorwathMoss Adams as our independent registered public accounting firm. If shareholders fail to ratify the appointment of Crowe Horwath,Moss Adams, the audit committee will reconsider whether or not to retain that firm. Even if appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time.

The following audit services were performed by Crowe Horwath for the year ended December 31, 2016:

Additional information concerning the services that Crowe Horwath performed for us in 2016this proposal can be found at “Independent Registered Public Accounting Firm” and “Report of. Moss Adams did not provide any services to the Audit and Risk Committee.”Company for the year ended December 31, 2017.

The Board recommends a vote FOR the ratification of the selection of

Crowe HorwathMoss Adams LLP as our independent registered public accounting firm for 2017.2018.

BOARD OF DIRECTORS

There are currently 11 membersAt the meeting, shareholders will elect 10 directors to serve for terms expiring at TriCo’s 2019 annual meeting of shareholders. Each of the Board of Directors of TriCo, each of whom isfollowing persons listed and described below. below is nominated for election as a director at the meeting.

Each directornominee currently serves as a director of both TriCo and Tri Counties Bank, TriCo’s wholly owned subsidiary. The directors also serve on committees of the Board of Directors of Tri Counties Bank in addition to the TriCo Board committees discussed below. Unless otherwise indicated, each director has engaged his or her current profession for at least the past five years.

At the meeting, shareholders will elect 11 directors to serve for terms expiring at TriCo’s 2018 annual meeting of shareholders. Each of the following persons is nominated for reelectionPatrick W. Kilkenny, who currently serves as a director, has notified the Company that he will be retiring immediately before the meeting and, therefore, will not stand for reelection. In light of Mr. Kilkenny’s impending retirement, the number of nominees named in this Proxy Statement, ten, is one fewer than the number of directors that comprise the Board of Directors as of the date of this Proxy Statement, eleven. Effective upon Mr. Kilkenny’s retirement, the Board of Directors, by resolution, has fixed the number of directors at ten (10).

The merger agreement regarding our pending acquisition of FNB Bancorp provides that we will add two directors of FNB Bancorp to the meeting.TriCo Board. The merger is subject to regulatory and shareholder approvals. Upon closing it is expected that the TriCo Board size will be increased to 12 members.

William J. Casey

William J. Casey, age 72,73, has been a director since 1989. He is the chairman of our Board of Directors, chairman of our compensation and management succession committee, chairman of our nominating and corporate governance committee and a member of our audit committee. Mr. Casey has been a self-employed healthcare consultant since 1983. Mr. Casey earned an MPA degree from the University of Southern California. He has served on the audit committees of other public companies. Mr. Casey is Mr. Giese’sfather-in-law.

We have nominated Mr. Casey because we believe that his leadership qualities, knowledge and experience on the boards of other public companies are important to the Board’s effectiveness and in his role as Chairman. In addition, his knowledge of corporate governance, finance and accounting matters make him well-suited to serve on our nominating and corporate governance committee and our audit committee.

Donald J. Amaral

Donald J. Amaral, age 64,65, has been a director since 2003. Mr. Amaral is chairman of our audit committee and a member of our compensation and management succession committee and our nominating and corporate governance committee. He was chairman and chief executive officer of Coram Healthcare Corporation, a home infusion therapy company, from 1995 to 1999. Mr. Amaral has a bachelor’s degree in business with a minor in accounting and an MBA degree. Retired since 1999, he served as chief executive officer and chief financial officer of various companies for over 25 years.

We have nominated Mr. Amaral because his education, knowledge and experience allow him to provide the Board with insight regarding financial and accounting matters and to serve on our audit committee as an audit committee financial expert. In addition we believe that his professional experience and leadership qualities contribute to the effectiveness of the Board and the committees on which he serves.

L. Gage Chrysler III

L. Gage Chrysler III, age 63,64, has been a director since 2008. Until the end of 2015, Mr. Chrysler was the president and chief executive officer of Modern Building, Inc., a construction company based in Chico, California, where he continues to be employed in a nonexecutive position. He also serves as a director of the local Salvation Army Advisory Board and Mid Valley Title. Mr. Chrysler has a bachelor’s degree in business specializing in finance.

We nominated Mr. Chrysler because of his leadership experience and community involvement. He has received many community awards including, most recently, the California Legislature Assembly 2017 Community Service Award, 2017 Chico Chamber of Commerce Community Service Award, CSUC 2016 Distinguished Alumni Service Award, and the Chico Rotary 2013 Community Service Award. In addition, his experience in construction allows him to provide valuable insights to the Board concerning construction lending and the state of the construction industry and real estate markets generally.

Craig S. Compton

Craig S. Compton, age 61,62, has been a director since 1989. Mr. Compton is a member of our compensation and management succession committee and our nominating and corporate governance committee. He has served as the president, chief executive officer and chief financial officer of AVAG, Inc., an aerial application business, for over 30 years and has been a principal in his family rice farming partnership for over 25 years. Mr. Compton is also the owner of A&P Helicopters, a commercial helicopter business. He is a director of Environmental Alternatives Foster Care Agency and the Associated Rice Marketing Cooperative. He holds a B.S. in Business Administration from California State University, Chico.

We nominated Mr. Compton based on his leadership experience and community involvement. His business background as a chief executive officer, chief financial officer and business owner contribute to his effective service as a board member and as a member of our compensation and management succession committee and our nominating and corporate governance committee.

Cory W. Giese

Cory W. Giese, age 38,39, has been a director since 2013. Mr. Giese is a member of our audit committee and was a member of our compensation and management succession committee from 2014 to 2015.committee. He also serves as chair of our information technology steering committee.and cybersecurity committees. Mr. Giese is a certified public accountant and is a principal at Giese Swany, LLC, a certified public accounting firm in Incline Village, Nevada. He is also a managing partner of a privately held real estate investment entity. He holds a B.S. in Business Administration from California State University, Chico and a Master of Accounting from Washington State University. Mr. Giese is Mr. Casey’sson-in-law.

We nominated Mr. Giese based on his business background and his ties to and familiarity with several of the communities in which we operate. In particular, Mr. Giese’s education and experience in accounting as a certified public accountant qualify him to serve on our audit committee.

John S. A. Hasbrook

John S. A. Hasbrook, age 57,58, has been a director since 2002. Mr. Hasbrook is a member of our compensation and management succession committee and our nominating and corporate governance committee and serves as chairman of the director loan committee of Tri Counties Bank. He is active in several agricultural and investment enterprises. He is president of SunWest Wild Rice Co., Inc.; president of Hasbrook-Fetter Farms, Inc.; vice president, marketing of SunWest Foods, Inc., a foodrice milling and marketing company; and serves as an officer for other agricultural-related entities. Mr. Hasbrook also serves as an advisor to Santa Clara University’s Food & Agribusiness Institute. Mr. Hasbrook has a BSC degree in finance and an MBA degree in agribusiness from Santa Clara University.

We nominated Mr. Hasbrook because of his experience in the areas of finance, marketing, banking and agri-business. His broad business experience and community involvement provides the Board with valuable insights concerning the primary communities in which the bank operates and the agricultural industry in particular.

Patrick W. Kilkenny

Patrick W. Kilkenny, age 70, has been a director since 2014. He is a member of our audit committee. Mr. Kilkenny was a director of North Valley Bancorp from 2011 until its merger with TriCo in 2014. He has been a business consultant in business finance, banking and capital markets since 2008. Formerly, he was the Chairman, President and Chief Executive Officer of the National Bank of the Redwoods and President and Chief Executive Officer of Redwood Empire Bancorp, its holding company, which were based in Santa Rosa, California. Mr. Kilkenny serves as a director of Goodwill Industries of the Redwood Empire in Santa Rosa, California, where he is a member of the audit committee. He is also a member of the finance committee for Habitat for Humanity of Sonoma County.

We nominated Mr. Kilkenny based primarily on his leadership experience and his community banking experience.

Michael W. Koehnen

Michael W. Koehnen, age 56,57, has been a director since 2002. He has been our vice chairman since 2010. Mr. Koehnen is a member of our compensation and management succession committee and our nominating and corporate governance committee and served on our audit committee from 2003 to 2006. He is the owner and president of C.F. Koehnen & Sons, a third-generationfourth-generation family farming and beekeeping company. Mr. Koehnen is also president and owner of Riverwest Processing, an almond processing company, and several other agricultural-related entities.

We nominated Mr. Koehnen because of his leadership experience and knowledge of corporate governance and compensation-related matters. In addition, his involvement in businesses related to agricultural industry allows him to provide valuable insights to the Board.

Martin A. Mariani

Martin A. Mariani, age 60,61, has been a director since 2014. He serves on our audit committee, our compensation and management succession committee and our nominating and corporate governance committee. He farms almonds and walnuts and is a partner in Mariani Nut Company of Winters, California. He is also a managing member of Monticello Farming Company and Scribe Winery. Mr. Mariani was a director of North Valley Bancorp from 2004 until its merger with TriCo in 2014. Previously, he was a director of Yolo Community Bank. He is a board member, treasurer and chairman of the audit committee of the California Walnut Marketing Board and a commissioner; a board member of Sutter Davis Hospital Foundation; a member of the advisory board of the Santa Clara University’s Food & Agribusiness Institute, a board member of the Specialty Crop Council and a member of the Dean’s Advisory Committee for the College of Agriculture and Environmental Sciences at UC Davis.

We nominated Mr. Mariani based primarily on his agricultural industry background and his familiarity with the community banking industry.

Richard P. Smith

Richard P. Smith, age 59,60, has been a director since 1999. He has served as the president and chief executive officer of TriCo and the bank since 1999. Mr. Smith joined the bank in 1994 as vice president and chief information officer. He was senior vice president-customer/employee support and control from 1997 until 1998, when he was promoted to executive vice president in the same capacity. Mr. Smith was named president of the bank and executive vice president of TriCo in 1998. Mr. Smith served as chairman of the California Bankers Association during 2011 and is currently a member of its board of directors and several of its committees.

We have nominated Mr. Smith because we believe that including the president and chief executive officer on the Board is important and assists the Board in keeping abreast of TriCo’s operations and management’s progress on corporate initiatives. Further, Mr. Smith has over 20 years of banking experience, including 19 as the bank’s chief executive officer. This experience allows him to provide valuable insights to the Board concerning the banking industry and the bank.

W. Virginia Walker

W. Virginia Walker, age 72,73, has been a director since 2009. She serves on our audit committee, our nominating and corporate governance committee, the IT committee, and served on our compensation committee from 2009 to 2015. She also chairs the bank’s investment/ALCO committee. Ms. Walker is an accomplished executive with over 30 years of senior financial and operational management experience as chief financial officer, senior vice president corporate strategy and marketing, and general manager North America, working atstart-ups to companies over a billion dollars in annual revenue.

Since 2008, Ms. Walker has been the general manager andco-founder of the Jamison Group LLC, a consulting group specializing in finance, marketing and growth strategy development, primarily for emerging companies. From 2001 to 2007 she held various executive management positions with Enea AB, a software and services company, where she was most recently Senior Vice President, Corporate Strategy and Marketing.

Our decision to nominate Ms. Walker is primarily based on her breadth of experience gained in complex organizations where she played a key role in developing and successfully executing growth strategies as well as her years of experience as a public company chief financial officer. Ms. Walker also has long-standing ties to the community in which the bank is headquartered.

CORPORATE GOVERNANCE, BOARD NOMINATION AND BOARD COMMITTEES

Corporate Governance

We have long believed that good corporate governance is important to ensure that TriCo is managed for the long-term benefit of our shareholders. We continue to review our corporate governance policies and practices along with provisions of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, the rules of the SEC and the listing standards of the Nasdaq Stock Market. We have adopted a code of ethics and business conduct that applies to our principal executive officer, principal financial officer and persons performing similar functions. You can view our code of ethics and business conduct, our code of ethics for our principal executive officers and senior financial officers, our audit committee charter, our nominating and corporate governance committee charter, our compensation and management succession committee charter and our corporate governance guidelines on our website at www.tricountiesbank.com under “About Tri Counties Bank--Investor“About--Investor Relations--Corporate Governance,” or receive copies by contacting our corporate secretary in writing at TriCo Bancshares, 63 Constitution Drive, Chico, California 95973, or by telephone at (530)898-0300.

Board Leadership Structure

The positions of chairman of the Board of Directors and of president and chief executive officer are held by different persons. This has been the case since the company’s inception. We believe that this structure is appropriate for TriCo because it segregates the duties of managing the operations of TriCo from the leadership and oversight responsibilities of our Board. Our chairman also serves as our lead director. We believe that this is appropriate because our chairman is an independent director and the position of chairman is separate from that of executive management.

Ournon-employee directors meet regularly in executive sessions. Executive sessions are chaired by the independent director then serving as lead director. Mr. Casey was our lead director in 20162017 and will continuecontinues to serve as lead director in 2017.2018.

The Board’s Role in Enterprise Risk Oversight

Our Board is responsible for overseeing risk management for the company. Our management is responsible for theday-to-day management of these risks across the company.

The full Board engages in periodic discussions related to risk management with executive officers and other employees as the Board deems appropriate. In addition, several Board committees have been assigned oversight responsibility for specific areas of risk and risk management is an agenda topic at regular committee meetings. The committees consider risks within their areas of responsibility. For example, the compensation and management succession committee considers risks that may result from our compensation programs, the loan committee of the bank, which is comprised of members of the Board of Directors, focuses on risks related to credit and interest rates, and the audit committee reviews and approves the annual plans for the company’s and the bank’s external audits, internal monitoring and compliance functions. The audit committee also reviews and approves the annual assessment of the company’s enterprise risk management process and considers any need for periodic third-party evaluations of such process. The audit committee has authority to conduct any investigation appropriate to fulfilling its responsibilities, and has direct access to all persons in the company. The Board also assigns other specific risk-related assessment matters to the audit committee from time to time.

Director Independence

We believe that independent directors play an important role in TriCo’s corporate governance and are committed to ensuring that at least a majority of our directors are independent. Our corporate governance guidelines provide that a director is independent if he or she does not have a material relationship with TriCo directly or indirectly as a

partner, shareholder or officer of an organization that has a relationship with TriCo, and otherwise qualifies as independent under

the applicable rules of the Securities Exchange Act of 1934, as amended, and Nasdaq. Our independence determinations are based upon a review of all relevant transactions and relationships between TriCo, our senior management and our accountants, on the one hand, and each director and his or her family members, on the other hand.

Our Board has affirmatively determined that all of our directors are independent as defined by Nasdaq Marketplace Rule 5605(a)(1) and our own corporate governance guidelines, with the exception of Mr. Smith who is employed as our president and chief executive officer. In making its determination that Mr. Chrysler is independent, the Board considered that until the end of 2015, Mr. Chrysler was a principal owner and CEO of Modern Building Inc., a construction company where he continues to be employed in a nonexecutive position; the terms of Mr. Chrysler’s employment, including the fact that he receives no incentive compensation for business that Modern Building may do with TriCo; that Modern Building provided construction services to TriCo related to new and existing facilities for aggregate payments of $2,289,000$8,130,000 (including pass-through expenses) during 2016,2017, and the amount of those payments relative to Modern Building’s total gross revenues for the year.

Transactions with Related Persons

Our nominating and corporate governance committee is charged with monitoring and reviewing issues involving potential conflicts of interest and reviewing and approving all related party transactions. We have a policy adopted by our Board of Directors for reviewing transactions between TriCo and our directors and executive officers, their family members and entities with which they have a position or relationship. Our procedures for transactions with related persons are intended to determine whether any such related person transaction impairs the independence of a director or presents a conflict of interest on the part of a director or executive officer. All transactions between TriCo and related persons may be consummated only if our nominating and corporate governance committee approves such transaction in accordance with the procedures set forth in our policy.

We annually require each of our directors and executive officers to complete a questionnaire that seeks information about related person transactions. Our nominating and corporate governance committee and Board of Directors annually review all transactions and relationships disclosed in the questionnaires, and the Board makes a formal determination regarding each director’s independence under our corporate governance guidelines.

There were no transactions or series of similar transactions during 2016,2017, or any currently proposed transaction, to which TriCo was or is to be a party, in which the amount involved exceeded $120,000 or in which any of our directors, director nominees, executive officers or any shareholder owning 5% or more of our common stock, or any member of the immediate family or associate of any of the foregoing persons, had or will have a direct or indirect material interest.

Indebtedness of Management

Some of our directors, executive officers and their immediate family members and associates are customers of Tri Counties Bank and we expect to have banking transactions with them in the future. The loan committee of the bank reviews the terms and fairness of any loans made by the bank to our directors and officers. We have concluded that all such loans and commitments to lend were made in the ordinary course of our business and complied with applicable laws. Terms, including interest rates and collateral, were substantially the same as those prevailing for comparable transactions with other persons of similar creditworthiness not affiliated with TriCo. In the opinion of our Board of Directors, these transactions did not involve more than a normal risk of collectability or present other unfavorable features. The aggregate amount of all loans and credit extensions outstanding as of December 31, 2016,2017, to all directors and executive officers (including their associates and members of their immediate family) was approximately $2,431,000,$2.1 million, representing approximately 0.51%0.42% of shareholders’ equity at that time. As of the date of this proxy statement, all of these loans were performing loans.

Board Committees

Our full Board of Directors generally considers all major corporate decisions. However, we have established three standing committees so that some matters can be addressed in more depth than may be possible in a full Board meeting and to comply with legal and Nasdaq requirements that certain committees be comprised of independent

directors: a compensation and management succession committee, a nominating and corporate governance committee and an audit and risk committee, which we sometimes refer to as the “audit committee” throughout this proxy statement. Each of

these three committees operates under a written charter. Following is a description of each of these committees. Our directors also serve on various Board committees of our subsidiary, Tri Counties Bank.

* Determined to be independent as described at “Director Independence” above.

Audit and Risk Committee.We have a standing audit committeecommittees of TriCo and a standing audit committee of Tri Counties Bank. The Board has determined that Mr. Amaral, Mr. Giese and Ms. Walker are audit committee financial experts under the rules of the SEC and that each member of the committee is financially literate as defined by Nasdaq listing standards and is independent under special standards established by the SEC and Nasdaq for audit committee members. Their qualifications and business expertise are described at “Board of Directors.” TriCo’s audit committee monitors:

The audit committee also reviews and approves the annual assessment of the company’s enterprise risk management process and considers any need for periodic third-party evaluations of such process. The committee also annually retains our independent registered public accounting firm and approves the terms and scope of work to be performed. Our audit committee met 1416 times during 2016.2017. For more information on this committee, please see “Report of the Audit Committee.”

Compensation and Management Succession Committee. The compensation and management succession committee held five meetings in 2016.2017. The committee considers the recommendations of our management regarding most compensation matters, including executive compensation. For more information on this committee, please see “Compensation Discussion and Analysis.” This committee:

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee met threetwo times in 2016.2017. This committee:

Attendance at Meetings

The Board of Directors of TriCo met eight11 times and the Board of Directors of Tri Counties Bank met 11 times during 2016.2017. Each director attended at least 75% of the meetings of the Board of Directors of TriCo and the meetings of the committees of TriCo’s Board of Directors on which they served.

Our corporate governance guidelines provide that each director is expected to attend our annual meeting of shareholders. All of our directors attended the 20162017 annual shareholders meeting.

Nomination and Election of Directors

Qualifications. Our nominating and corporate governance committee determines the director nominees for each annual meeting of shareholders using the criteria set forth in our corporate governance guidelines. Our guidelines provide that all directors must be committed to representing the long-term interests of our shareholders and possess:

The committee has not established any specific minimum qualification standards for directors, except that no person may serve as a director who is 75 years of age or older at the time of election.

The committee may identify certain skills or attributes as being particularly desirable for specific director nominees in order to complement the existing Board composition. To date the committee has identified and evaluated nominees for directors based on several factors, including:

We do not currently pay any fee to a third party to identify or evaluate potential director nominees, although we may retain search firms in the future to assist in finding qualified candidates.

Shareholder Nominations.The committee will consider nominees recommended by shareholders if the recommendation is made with the proposed nominee’s consent and includes sufficient information for, and is made early enough to allow, the committee to complete the evaluation process. Section 15 of our bylaws provides that formal nomination for election of directors may be made by the Board of Directors or by any shareholder of any outstanding class of our capital stock

entitled to vote for the election of directors. Notice of intention to make any nominations must be made in writing and be delivered or mailed to our president not less than 21 days or more than 60 days prior to any meeting of shareholders called for the election of directors. If less than 21 days’ notice of the meeting is given to shareholders, the notice of intention to nominate shall be mailed or delivered to TriCo’s president not later than the tenth day following the day on which the notice of meeting was mailed. If notice of the meeting is sent by third-class mail as permitted by Section 6 of the bylaws, no notice of intention to make nominations shall be required. The notification is required to contain the following information to the extent known to the notifying shareholder:

Nominations not made in accordance with Section 15 of the bylaws may, in the discretion of the chairman of the meeting, be disregarded. Nominees recommended by shareholders are evaluated in the same manner as other nominees. We have not received any proposals for director nominees from shareholders for this election as of the date of this proxy statement.

Cumulative Voting.Each shareholder is entitled to cumulate votes in the election of directors. This means that a shareholder may cast votes for the number of shares owned multiplied by the number of directors to be elected. For example, if you own 1,000 shares, you could cast 11,00010,000 votes because we will be electing 1110 directors at the meeting. You could cast those votes for a single candidate or distribute your votes among any or all of the candidates. However, you may not cumulate votes for a candidate unless that candidate has been properly nominated prior to the voting and you have given notice of your intention to cumulate your votes. You must express your intention to cumulate votes at the meeting prior to the election. If any shareholder gives notice to cumulate his shares, all other shareholders shall be allowed to cumulate their votes as well. We will provide an opportunity at the meeting for any shareholder who desires to cumulate votes to announce his intention to do so. We are soliciting, by your proxy, the discretionary authority to vote proxies cumulatively. The 1110 nominees receiving the highest number of votes will be elected as directors.

Compensation and Management Succession Committee Interlocks and Insider Participation

No member of our compensation and management succession committee is an officer, former officer or employee of TriCo or Tri Counties Bank. No executive officer of TriCo had any interlocking relationship with any otherfor-profit entity during 2016,2017, including serving on the compensation committee for any otherfor-profit entity.

COMPENSATION OF DIRECTORS

This section provides information about the compensation paid to TriCo’snon-employee directors during 2016.2017.

Director Compensation

The following table summarizes the compensation paid by TriCo to ournon-employee directors in 2016:2017:

In addition, each director has an indemnity agreement under which TriCo will indemnify the director against claims arising or relating to his or her service as a director, was covered by directors’ and officers’ liability insurance and was reimbursed for expenses incurred in connection with attendance at Board meetings (including expenses related to spouses when spouses are invited to attend Board events).

Deferred Compensation Plans

In 2005 we adopted a deferred compensation plan permitting our directors to defer payment of their retainer fees until retirement, termination of directorship or death. A director can defer up to a lifetime maximum of $1.5 million for all deferrals under this plan and our predecessor plan which permitted director deferrals from 1992 until 2004. A director who elects to defer retainer fees for any year must defer a minimum of $200 per month. In 2016,2017, Mr. Mariani elected to defer $34,333$36,000 in fees under this plan. The plan also permits us to make discretionary contributions to a director’s account. To date, we have not made any discretionary contributions on behalf of any directors. A director’s plan benefit is payable upon the director’s retirement, the termination of directorship or death. All distributions under the plan are subject to the rules of Section 409A of the Internal Revenue Code.Code (the “Code”). The plan is nonqualified, unsecured and unfunded.

Interest accrues on directors’ deferred compensation plan accounts at a rate equal to 1% above the monthly equivalent of the annual yield of the Moody’s corporate bond yield index for the preceding month. From the time that a director leaves our Board and until benefits are paid, a director’s account under the plan is credited with interest each month at the monthly equivalent of the annual yield of the Moody’s average corporate bond yield index for the preceding month. A director is immediately 100% vested in any deferrals and any related interest on those deferrals. We determine the vesting rate for any discretionary contributions credited to a director’s account and any related interest. Notwithstanding the foregoing, if a director is removed for cause, our compensation and management succession committee can decide whether the interest credited to the director’s account with respect to any deferrals and our discretionary contributions, if any, are forfeited.

Any deferrals made by a director and any discretionary contributions credited by us prior to January 1, 2005, and any related interest, are governed by a predecessor deferred compensation plan for directors that we adopted in 1992. The 1992 plan credits accounts at the monthly equivalent of three percent above the annual yield of the Moody’s average corporate bond yield index but is otherwise similar to the 2005 plan in most respects.

Director Supplemental Retirement Plan

In 2004 we adopted a supplemental retirement plan to provide additional retirement benefits to directors who retire on or after January 1, 2004. This plan replaced our supplemental retirement plan for directors originally adopted in 1987 and any benefit accrued by a director as of December 31, 2003 under this earlier plan will be paid under the terms of the 2004 plan. Directors joining our Board after 2007 are not eligible to participate in this plan. However, any of the eligible outside directors who attains “director emeritus” status becomes qualified to participate in the 2004 plan. A participating director retiring on or after age 55 with at least 15 years of service, or after a change of control with any number of years of service, can receive an annual lifetime benefit equal to the amount of his base Board fees paid by us during the final year of service. The amount of the retirement benefit is reduced for each month that the benefit commencement date precedes the director’s 65th birthday. A director’s annual benefit payments under the plan begin the month after retirement. If a director is involuntarily removed, all benefits under this plan are forfeited. The plan is nonqualified, unsecured and unfunded.

Effective December 14, 2017, the 2004 Director’s Supplemental Retirement Plan was frozen to use the annual retainer fee in effect on December 14, 2017 ($36,000). Participating Directors will continue to accrue service under the plan and no new Directors will be eligible to join the plan.

Split Dollar Life Insurance

We have entered into joint beneficiary agreements with Mr. Amaral, Mr. Casey, Mr. Hasbrook, Mr. Koehnen and Mr. Compton under a previous director compensation program. These agreements provide that TriCo owns and pays premiums on a split dollar life insurance policy to provide various death benefits in certain circumstances to the beneficiaries named by each of these directors.

OWNERSHIP OF VOTING SECURITIES

The following table shows the common stock ownership as of April 3, 201713, 2018 for beneficial owners of more than 5.0% of our outstanding common stock, each of our directors, our current executive officers named on page 1918 and our directors and executive officers as a group.

*Less than 1%.

(1)

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares. Unless otherwise indicated below, all persons listed in the table have sole voting and dispositive power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. Pursuant to the rules of the SEC, the number of shares of common stock deemed outstanding includes shares issuable upon settlement of restricted stock units held by the respective persons that will vest within 60 days of April 3, 201713, 2018 and pursuant to options held by the respective person or group that are currently exercisable or may be exercised within 60 days of April 3, 201713, 2018.

(2)

Each ESOP participant may direct the ESOP trustees how to vote the shares allocated to his account. The ESOP’s advisory committee directs the ESOP trustees how to vote shares that are not allocated to participants’ accounts. As of April 3, 2017,13, 2018, participants in the ESOP could direct the voting of all 1,270,2561,170,990 shares held by the ESOP. Of that total, 117,688 shares had been allocated to the accounts of executive officers. Directors Amaral, Compton, Hasbrook and Walker are trustees of the ESOP.

(3)	Based on a Schedule 13G filed by FMR LLC with the SEC on February 13, 2018 disclosing that it held sole voting power over 55,677 shares and sole dispositive power over 1,494,027 shares.

(4)	Based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 26, 201723, 2018 disclosing that it held sole voting power over 1,577,5521,431,444 shares and sole dispositive power over 1,641,7521,485,804 shares.

(4)	Includes stock options for 4,000 shares and 1,016 underlying restricted stock units.

(5)

Includes stock options for 12,600Based on a Schedule 13G filed by Dimensional Fund Advisors LP with the SEC on February 9, 2018 disclosing that it held sole voting power over 1,088,740 shares 7,569 shares underlying restricted stock units and 7,129 shares allocated to Mr. Bailey’s account in the ESOP.sole dispositive power over 1,158,614 shares.

(6)	Includes stock options for 76,6004,000 shares 7,744and 1,018 underlying restricted stock units.

(7)	Includes stock options for 29,000 shares, 1,174 shares underlying restricted stock units and 14,994 shares allocated to Mr. Carney’s account in the ESOP.

(7)(8)

Includes stock options for 24,50019,500 shares, 1,0161,018 shares underlying restricted stock units, 864 shares held in an IRA account for the benefit of Mr. Casey and 133,324 shares held by a family trust of which Mr. Casey is manager.

(8)(9)

Includes 872 shares held by Mr. Chrysler’s spouse, stock options for 28,00016,000 shares and 1,0161,018 shares underlying restricted stock units.

(9)(10)

Includes 34,814 shares held in an IRA account for the benefit of Mr. Compton, stock options for 22,00018,000 shares and 1,016 shares underlying restricted stock units.

(10)	Includes stock options for 8,500 shares and 1,0161,018 shares underlying restricted stock units.

(11)	Includes stock options for 22,000 shares and 1,016578 shares underlying restricted stock units.

(12)	Includes stock options for 3,00011,500 shares and 1,0161,018 shares underlying restricted stock units.

(13)	Includes stock options for 16,000 shares and 1,018 shares underlying restricted stock units.

(14)	Includes stock options for 4,500 shares and 1,018 shares underlying restricted stock units.

(15)

Includes 65,214 shares owned by CF Koehnen & Sons, of which Mr. Koehnen is an owner, 8,600 shares owned by the CF Koehnen & Sons Profit Sharing Plan of which Mr. Koehnen is trustee, 4,400 shares owned by the Helen Koehnen Trust of which Mr. Koehnen is trustee, 1,700850 shares owned by a child of Mr. Koehnen’s children,Koehnen, 2,300 shares owned by Mr. Koehnen’s wife, and 1,0161,018 shares underlying restricted stock units.

(14)(16)

Includes stock options for 3,0004,500 shares and 1,0161,018 shares underlying restricted stock units.

(15)(17)

Includes stock options for 71,00051,000 shares, 8,9361,114 shares underlying restricted stock units and 45,065 shares allocated to Mr. O’Sullivan’s account in the ESOP.

(16)(18)

Includes stock options for 17,4838,400 shares, 8,9441,338 shares underlying restricted stock units and 17,483 shares allocated to Mr. Reddish’s account in the ESOP.

(17)(19)

Includes 209 shares held by Mr. Smith’s wife, stock options for 191,000199,000 shares 25,4343,908 shares underlying restricted stock units and 32,197 shares allocated to Mr. Smith’s account in the ESOP.

(18)(20)

Includes stock options for 36,000 shares and 1,0161,018 shares underlying restricted stock units.

(19)(21)

Includes stock options for 502,200428,400 shares, 73,97720,493 shares underlying restricted stock units and 117,688 shares allocated to executive officers’ accounts in the ESOP.

EXECUTIVE OFFICERS

The following persons currently serve as executive officers and senior management of both TriCo and Tri Counties Bank.

Richard P. Smith

Smith.Information about Mr. Smith can be found at “Board of Directors.”

Daniel K. Bailey

Bailey.Daniel Bailey, age 48,49, has been executive vice president, chief retail banking officer since 2015. Prior to that, he held the title of executive vice president -- retail banking & bank operations of Tri Counties Bank since May 2007. Prior to joining Tri Counties Bank, Mr. Bailey spent more than fifteen years at Wells Fargo Bank where he served in numerous senior management positions. His most recent position with Wells Fargo was senior vice president, Northern California Region Initiatives Manager.

Craig Carney

Carney.Craig Carney, age 58,59, has served as executive vice president and chief credit officer of Tri Counties Bank since 2007. From 1997 until 2007 he was senior vice president and chief credit officer of Tri Counties Bank. From 1985 to 1996 Mr. Carney was employed by Wells Fargo Bank in various lending capacities. His most recent position with Wells Fargo was as vice president, senior lender in commercial banking from 1991 to 1996. Mr. Carney served as a consultant to Tri Counties Bank from 1996 until his employment in 1997.

John S. Fleshood

Fleshood.John S. Fleshood, age 54,55, has served as executive vice president and chief operating officer of TriCo and Tri Counties Bank since December 1, 2016. Previously, Mr. Fleshood served in a variety of management positions at Wintrust Financial Corporation, a financial holding company based in Rosemont, Illinois since 2005, including most recently as executive vice president and chief risk officer. Prior to that, Mr. Fleshood served as senior vice president and chief financial officer of the Chicago affiliate of Fifth Third Bank from 2001 to 2005, and as vice president and manager of the Treasury Division from 1992 to 2001. He began his banking career with Indiana National Bank.

Greg Gehlmann.Greg Gehlmann, age 56, has served as senior vice president and general counsel of Tri Counties Bank since May 2017. Previously, he served as chief bank counsel & corporate secretary of Heritage Oaks Bank, Paso Robles, California from 2014 to 2017. Prior that in 2014, he was an expert witness regarding fiduciary duties of corporate directors and officers and the duties / responsibilities of law firms in advising troubled companies. From 2005 to 2013, he served as general counsel & corporate secretary at First Financial Bancorp, Cincinnati, Ohio. Mr. Gehlmann also served as chief risk officer from 2006 to 2008. Prior to that, he practiced law for 16 years in Washington, D.C.

Glenn C. Hunter

Hunter.Glenn C. Hunter, age 66,67, has served as our senior vice president and chief human resources officer since 2013. Previously, he was senior vice president, global human resources for Obopay, Inc., a mobile payments technology company, from 2008 to 2013.

Richard O’Sullivan

O’Sullivan.Richard O’Sullivan, age 60,61, has served as executive vice president—chief commercial lending officer of Tri Counties Bank since 1997. He was our senior vice president—customer sales and service from 1995 to 1997. He served as vice president and manager of our Park Plaza branch from 1992 until 1995. Mr. O’Sullivan is also a partner in a family farm.

Thomas J. Reddish

Reddish.Tom Reddish, age 57,58, has served as executive vice president and chief financial officer of TriCo and Tri Counties Bank since 2006 after serving as senior vice president and chief financial officer since 2003 and, prior to that, as vice president and chief financial officer since 1999. Previously, he was vice president and controller of TriCo and vice president of Tri Counties Bank from 1998 until 1998. He served as controller of Tri Counties Bank from 1994 until 1998.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

The following tables present information concerning all compensation earned in 2017, 2016 and 2015 and 2014 by our president and chief executive officer, executive vice president and chief financial officer, executive vice president – chief commercial lendingoperating officer, executive vice president – chief creditcommercial lending officer, and executive vice president – chief retail banking officercredit officer. Mr. Fleshood started employment with TriCo on December 1, 2016 and formerwas not previously a named executive vice president and chief operating officer. Throughout this proxy statement, we refer to these individuals as to as the “named executive officers.”

(4)(3)

Reflects the sum of the change in value of the executive’s supplemental retirement plan account described beginning on page 2925 and the above-market interest earned during 20162017 under the deferred compensation plan described below, if any, and not cash payments received during the year. The actuarial change in the present value of the executive’s supplemental retirement plan account is determined using interest rate and mortality rate assumptions consistent with those described in TriCo’s financial statements and includes amounts that the executive may not be currently entitled to receive because such

amounts are not vested. For 2016,2017, these actuarial changes were $777,246$371,030 for Mr. Smith, $110,010$19,500 for Mr. Reddish, $67,032 for Mr. O’Sullivan, $188,591$12,502 for Mr. Carney, $142,666and $43,184 for Mr. Bailey and $403,085 for Ms. Ward.O’Sullivan. Above-market interest earned on the deferred compensation accounts during 20162017 was $13,471 for Mr. Smith, $19,737 for Mr. Reddish, $47,143 for Mr. O’Sullivan, $13,303 for Mr. Carney, and $0 for Mr. Bailey and $0 for Ms. Ward. O’Sullivan.

(5)(4)

Reflects the incremental cost to TriCo of other compensation indicated in the following table:

CEO Incentive PlanShort-Term Incentives

Each year the Board adopts a CEO Incentive Plan providing for potentialsets target bonus compensation to our chief executive officer Richard Smith, for his performance during that year. In 2016, the CEO Incentive Plan generally provided that Mr. Smith could earn a bonus equal to up to 100% of his 2016 salary if TriCo met certainpre-established performance goals.and named executive officers. See “Compensation Discussion and Analysis--AnnualAnalysis–Annual Incentive Bonus”Bonuses” for a more detailed discussion of this plan.discussion. The compensation and management succession committee retains discretion regarding the determinations as to whether TriCo reached these goals.

ESOP

We have an employee stock ownership plan and trust for all employees completing at least 1,000 hours of service with TriCo or Tri Counties Bank. Annual contributions are made by TriCo in cash at the discretion of the Board.

Contributions to the plan are held in trust and invested primarily in our common stock. Contributions are allocated to participants on the basis of salary in the year of allocation. In general, benefits become vested after six years.

401(k)

We have a 401(k) plan for all employees age 18 and over who complete at least 90 days of service with TriCo or Tri Counties Bank. Participants may contribute a portion of their compensation subject to certain limits based on federal tax laws. Participants may select between making regularpre-tax deferrals or Roth deferrals (effective January 1, 2008). While TriCo has historically not made matching contributions to the plan, the company introduced a 2% match on a 4% contribution for qualifying employees beginning in 2015. Plan assets are held in trust. Participants can direct their investment contributions into a variety of specified mutual funds. Generally, contributions are triggered by a participant’s retirement, disability, death or other separation from employment.

2009 Equity Incentive Plan

General. In 2009 we adopted and our shareholders approved our 2009 equity incentive plan. In 2013, our shareholders approved an amendment increasing the number of authorized shares from 650,000 to 1,650,000.    The plan may be administered by the Board or an authorized committee of the Board. It is the current policy of the Board of Directors that all equity incentive awards be approved by the compensation and management succession committee. The 2009 plan expires in 2019.

Employees, officers, directors and consultants of TriCo or its subsidiaries are eligible for awards under the 2009 plan. The Board or an authorized committee determines which individuals will receive awards, as well as the number of shares underlying and composition of each award.

Grants tonon-employee directors.The 2009 plan provides that TriCo may, at the discretion of the Compensation Committee grant to each outside (i.e.,non-employee) director a stock option for 20,000 shares of common stock when first elected to the Board and an additional stock option for 4,000 shares each year whenre-elected to the Board. In addition, each outside director who is appointed as Chairman of the Board or as Chairman of the Audit Committee may receive an additional stock option for 1,000 shares. The exercise price for these options will be the fair market value on the date of grant and the options will vest as determined by the Board. OutsideSince 2014, instead of options, the Compensation Committee has, at its discretion, granted restricted stock units to outside directors are eligiblewhenre-elected to receive other awards, but no such awards have been granted to them.the Board.

Awards. The 2009 plan permits TriCo to grant stock options, restricted stock, stock awards, and stock appreciation rights. The Board or an authorized committee determines the types, sizes and terms of awards based on various factors, including a participant’s duties and responsibilities, the value of the participant’s past services, the participant’s potential contributions to TriCo’s success and other factors. No participant may receive awards for more than 300,000 shares of common stock during any year.

The 2009 plan provides for the following types of awards:

●

Stock Grants. A stock grant is an award of shares of common stock without restriction. Stock grants may be made in certain circumstances to reward special performance or for other reasons.

Performance-based awards. Grants of performance-based awards under the 2009 plan are intended to qualify as “performance-based compensation” under Section 162(m) of the Code and preserve the deductibility of these awards for federal income tax purposes. Section 162(m) of the Code denies a tax deduction to public companies for compensation paid to certain “covered employees” in a taxable year to the extent the compensation paid to a covered employee exceeds $1,000,000 unless the plan contains certain features that qualify the compensation as “performance-based compensation.” Because Section 162(m) of the Code only applies to those employees who are “covered employees” as defined in Section 162(m), covered employees and those who may become covered employees are most likely to receive performance-based awards. Prior to the change in the Code in December 2017, “Covered employees” means TriCo’s chief executive officer, its chief financial officer and any of its other three highest compensated officers. Following the change, once an executive is determined to be a covered employee, that executive will remain a covered employee even if the executive no longer meets the criteria described above.

Shares reserved for issuance. Subject to certain adjustments, the maximum aggregate number of shares of TriCo’s common stock which may be issued pursuant to or subject to awards under the 2009 plan is 1,650,000. As of April 3, 201713, 2018 there were 635,220527,039 shares available for grant of awards under the 2009 plan. The number of shares available for issuance under the 2009 plan is reduced by: (i) one share for each share of common stock issued pursuant to a stock option or a Stock Appreciation Right and (ii) two shares for each share of common stock issued pursuant to a Performance Award, a Restricted Stock Award or a Restricted Stock Unit Award. When awards made under the 2009 plan expire or are forfeited or cancelled, the underlying shares will become available for future awards under the 2009 plan. To the extent that a share of common stock pursuant to an award that counted as two shares again becomes available for issuance under the 2009 plan, the number of shares of common stock available for issuance under the 2009 plan will increase by two shares. Shares awarded and delivered under the 2009 plan may be authorized but unissued, or reacquired shares.

2001 Stock Option Plan

General. In 2001, TriCo adopted a 2001 stock option plan for key officers, employees, directors and consultants, as subsequently approved by shareholders, which provides that options to purchase an aggregate of 2,124,650 shares of our common stock may be granted under the plan. With the adoption of the 2009 plan, the company decided that it would make no additional grants of options under the 2001 plan, even though there were 128,140 shares still available for grant under the 2001 plan. Vesting schedules are determined individually for each grant. The stock options that we have issued to our executives were granted at exercise prices equal to the fair market value of TriCo stock on the date of grant. Aside from certain stock options granted to our directors, which vest in their entirety on the first anniversary of the grant date, all stock options granted vest ratably over a five-year period beginning either on the grant date or the first anniversary of the grant date.

The 2001 plan authorized the issuance of incentive stock options andnon-qualified stock options. The plan imposes individual limitations on the amount of certain awards so that no single participant may generally receive options in any calendar year that relate to more than $1 million. Finally, options may generally be adjusted to prevent dilution or enlargement of benefits when certain events occur, such as a stock dividend, reorganization, recapitalization, stock split, combination, merger or consolidation.

The 2001 plan is administered by our compensation and management succession committee, which is authorized to: (i) amend the terms and conditions of any option, including the vesting schedule, (ii) interpret the rules relating to the plan, and (iii) otherwise administer the plan. See “Potential Payments Upon Termination or Change of Control.”

Tax consequences to TriCo and to participants receiving options vary with the type of option. The plan is not intended to be a “qualified plan” under Section 401(a) of the Internal Revenue Code.

Grants of Plan-Based Awards for 20162017

TriCo issued restrict stock units and performance share units to the named executive officers in 2016.2017. TriCo did not issue any stock options to the named executive officers in 2016.2017. The following table presents information concerning plan-based awards granted to each named executive officer in 2016:2017: