EXHIBIT 10.24
AMERICAN RIVER HOLDINGS
E M P L O Y E E S T O C K P U R C H A S E P L A N
11/21/01
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The Employee Stock Purchase Plan is designed to provide employees of American
River Holdings (the "Company") and it's subsidiaries, who voluntarily elect to
participate, a continued opportunity to purchase Company stock through voluntary
after-tax payroll deductions, thus making it easier for them to acquire such
shares and relieving them of the details of normal stock transactions. The
Company believes that ownership of Company stock by employees will foster
greater employee interest in the Company's success, growth and development and
will be to the mutual benefit of both the employee and the Company.
The Plan will be administered by "Administrator" who shall be appointed by the
Company. The Administrator shall maintain an account for each participant. The
Administrator makes no solicitation of participants and is not responsible for
enrollment. The Administrator is responsible only for the accounting of monies
or stock.
The Company will bear all costs of administering the Plan, including Broker's
fees, commissions, postage and other costs actually incurred. Fees incurred as a
result of participant elected sale of shares will be borne by the participant.
ELIGIBILITY
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All employees of the Company and its subsidiaries are eligible to participate in
the Plan. The word "employee" includes officers, but not persons who are solely
Directors. Employees may elect to participate in the Plan by signing a payroll
deduction authorization form.
COMMENCEMENT OF DEDUCTIONS
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Voluntary payroll deductions will start with the payroll date stated on the
payroll deduction authorization form. If no date is stated then the deduction
will start with the first pay period following receipt of the authorization.
TRANSFER OF FUNDS TO THE ADMINISTRATOR
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A special Employee Stock Purchase Checking Account will be opened and maintained
by the Company. The Company will remit employee payroll deductions directly to
this account. The Company will transfer the funds from this account to the
Administrator on a biannual basis.
STOCK PURCHASES
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The Administrator will use the funds received from the Employee Stock Purchase
Account to purchase Company stock. Transactions will be executed as often as
practicable and the full amount of employee deductions will be used to purchase
stock. Stock is purchased at fair market value as of date of purchase.
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STOCK ALLOCATIONS
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The Administrator shall allocate shares to each participant account based on
deposits made to the account and prices paid for stock purchased by the Plan.
Full and fractional shares to three decimal places will be allocated to each
participant account. The Administrator will hold all share balances in the
participant account in Book Entry form. Physical certificates for whole shares
will only be issued upon request of the participant.
DIVIDENDS/INTEREST
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The Administrator shall credit all interest and dividends (if any) paid to the
Plan for shares in the name of "American River Holdings Employee Stock Purchase
Plan" directly into the Plan account. These monies deposited to the Plan account
will be allocated to the participant account based on the number of shares in
the account and used to purchase stock, thereby reducing the average price per
share to the participant.
REGISTRATION OF STOCK
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The Administrator will maintain records, in writing, of the names, addresses and
social security number in which stock certificates are to be registered.
ISSUANCE OF STOCKS
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The Administrator will issue stock certificates to the participants upon written
request from the participant.
REPORTS TO PARTICIPANTS
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Twice a year, in January and July, the Administrator will issue a statement
reporting the following information to each participant:
a. Beginning balance.
b. Total contributions/deposits.
c. Withdrawals made from the account.
d. Total shares issued to the participant from the account.
e. Ending balance of the account in shares.
f. Total dollar value of the account.
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TERMINATING PARTICIPATION
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A participant may direct the Company, in writing, to cease payroll deductions at
any time. The participant needs to advise the Administrator as to what he/she
wants done with the money/shares in this account. The participant has the right
to keep the money/shares in his/her account and have a certificate issued or
request the sale of all or part of the shares in his/her account. All fees
associated with the sale of participant shares will be borne by the participant.
Any monies remaining in the account, after the certificate is issued, will be
sent to the participant. A check for any fractional shares remaining in the
account will be issued to the participant. The current market price per share
will be used in determining the amount of the fractional share check. The Plan
may purchase shares back from participants at the current market price of the
shares as determined by the Exchange on which the shares are traded or the
shares may be sold on the open market. Any participant terminating participation
from the plan must wait a minimum of six months before he/she is eligible to
participate again. In January of the year following any sale from the account,
the Administrator will issue an IRS Form 1099B for the sale of any shares,
including fractional shares, according to IRS regulations.
Upon termination of employment for any reason whatsoever, including but not
limited to death or retirement, the settlement of the account shall be made to
the participant or his/her estate.
PLAN TERMINATION
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In the event of termination of the Plan, the Administrator will send to the
participant all uninvested monies in his/her account. The participant will
provide to the Administrator a letter of instruction to sell the shares in the
account, issue a stock certificate for the shares in the account or a
combination of both. A check will be issued for any fractional shares remaining
in the account. In January of the year following any sale from the account, the
Administrator will issue an IRS Form 1099B for the sale of any shares, including
fractional shares, according to IRS regulations. All costs to terminate the Plan
will be borne by the Company.
The Company establishes this Plan with the bona fide intention that the Plan
will continue as long as sufficient employees are interested in participating to
justify its continuance. The Company, however, is not and shall not be under any
obligation or liability whatsoever to continue to maintain the Plan for any
given length of time, and may in its sole and absolute discretion terminate the
Plan at any time, without any liability for such termination. The Company in
reserving its rights to amend the Plan includes the right to change custodians
or Administrators at its discretion and at any time.
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TO: PAYROLL DEPARTMENT
RE: AUTHORIZATION TO MAKE PAYROLL DEDUCTIONS
In accordance with, and subject to, rules governing operation and distribution
of the Employee Stock Purchase Plan, as set forth in the Plan document, receipt
of which is acknowledged:
I hereby authorize the Payroll Department to deduct from my paycheck each
payroll period, the sum of $____________ ($15.00 minimum). Payroll deductions
shall begin with the pay period ending _____________________.
I direct my deductions to the Administrator for the purpose of buying American
River Holdings Stock.
_________________________________________ _______________________
Signature Date
_________________________________________
Print Name
DESIGNATION OR CHANGE OF BENEFICIARY FOR THE PLAN COMMITTEE
I hereby designate as my beneficiary __________________________________________
to receive all proceeds under the Stock Purchase Plan in the event of my death.
This designation supersedes all previous beneficiary designation.
_________________________________________ _______________________
Employee's Signature Date
_________________________________________
Social Security Number
_______________________________________________________________________________
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STOCK TO BE REGISTERED AS FOLLOWS:
(Please Print)
_______________________________________________________________________________
Name(s)
_______________________________________________________________________________
Mailing Address City Zip Code
Note: If Stock is to be registered in more than one name, it must be as "Joint
Tenants" or "Community Property". It must also be "John Doe and Jane Doe,
Joint Tenants," rather than "or". This is a law, and for your protection.
_______________________________________________________________________________
PLEASE NOTIFY SHAREHOLDER'S RECORDS OF ADDRESS CHANGE!!
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