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EXHIBIT 10.3
Severance benefits agreement for Xxxxxxxxx Xxxxx
SEVERANCE COMPENSATION AGREEMENT
This Agreement ("Agreement") is made and entered into as of the 4th day of
December, 1997 between Western Sierra National Bank ("Bank"), and Xxxxxxxxx X.
Xxxxx (hereinafter referred to as "Executive").
WITNESSETH:
WHEREAS, Bank desires to provide Executive with severance compensation in the
event there is a change in control of Bank, and Executive desires severance
compensation in the event there is a change in control of Bank.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
conditions herein contained, the parties hereto, intending to be legally bound,
do hereby agree as follows:
1. SEVERANCE PAYMENT
This Agreement shall not be terminated by the voluntary or involuntary
dissolution of Bank. Notwithstanding the foregoing, in the event proceedings for
liquidation of Bank are commenced by regulatory authorities, this Agreement and
all rights and benefits hereunder shall terminate.
In the event of (i) any merger or consolidation where Bank is (A) not the
surviving or resulting corporation or (B) the surviving corporation and the
shareholders of Western Sierra Bancorp (the "Bancorp") at the time immediately
prior to such merger will own less than 50% on a direct or indirect basis of the
voting equity interests of the surviving corporation after such merger, (ii)
upon transfer of all or substantially all of the assets of Bank, or (iii) a sale
of the equity securities of Bancorp representing more than 50% of the aggregate
voting power of all outstanding equity securities of the Bancorp to any person
or entity, or any group of persons and/or entities acting in concert (any of
these events shall be referred to as an "Acquisition"), this Agreement shall
continue and be in full force and effect. In the event of an Acquisition, if (i)
Executive is not retained by the resulting corporation for the period of time
equal to the number of months provided in the table below that corresponds to
amount of Employer's total assets as of the month-end immediately prior to the
consummation of the Acquisition from the time of consummation of the Acquisition
in a position comparable to that of the highest level senior vice president of
the resulting corporation or a position accepted by Executive or (ii) the
resulting corporation reduces Executive's base salary from
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Executive's base salary at the time immediately prior to the Acquisition at any
time within the period of time equal to the number of months provided in the
table below that corresponds to amount of Employer's total assets as of the
month-end immediately prior to the consummation of the Acquisition after the
time of consummation of the Acquisition, then the resulting corporation shall
pay Executive a lump sum amount in cash equal to the product of the number of
months provided in the table below that corresponds to amount of Employer's
total assets as of the month-end immediately prior to the consummation of the
Acquisition times the Executive's monthly base salary at the time immediately
prior to the time of consummation of the Acquisition.
Total Assets of Employer Number of
in Millions of Dollars Months
------------------------ ---------
150 or less 12
150+ to 200 16
200+ to 250 20
250 or more 24
Such lump sum payment shall be paid within ten (10) days of the date Executive's
employment is terminated by the resulting corporation or Executive leaves
voluntarily because of (i) a change in Executive's position with the resulting
corporation such that Executive is no longer in a position comparable to that of
the highest level senior vice president of the resulting corporation or a
position accepted by Executive or (ii) a reduction in Executive's base salary at
the closest time prior to the Acquisition. The lump sum payment shall be
considered to be in full and complete satisfaction of any and all rights which
Executive may enjoy other than (i) rights under the Executive's salary
continuation agreement and (ii) rights, if any, to exercise any of the stock
options vested prior to such termination.
2. TERM OF AGREEMENT
This Agreement shall be for a term of five (5) years from the date first above
stated ("Termination Date"). Such Termination Date may be amended or extended by
written agreement of the parties. This Agreement shall apply to any Acquisition
that is (i) consummated prior to the Termination Date provided that Executive is
employed by Bank at the date of public announcement of the Acquisition or (ii)
consummated at any time within one (1) year after the Termination Date, in the
event Executive's employment is terminated without cause by Bank prior to the
Termination Date and such termination is within twelve (12) months prior to the
date of consummation of an Acquisition that
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was announced within six (6) months before or after the date of Executive's
termination of employment with Bank.
3. APPLICABLE LAW
This Agreement is made and entered into in the State of California and the laws
of the State of California shall govern the validity and interpretation hereof,
and the performance of the parties hereto and their respective duties and
obligations hereunder, except to the extent that the provisions of federal law
are mandatorily applicable.
4. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties and it supersedes
any and all other agreements, either oral or in writing, between Executive and
Bank. Each party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, oral or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein,
and that no other agreement, statement, or promise not contained in this
Agreement shall be valid or binding. This Agreement may not be modified or
amended by oral agreement, but only by an agreement in writing signed by Bank
and Executive.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
WESTERN SIERRA NATIONAL BANK
By: /s/Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Chairman of the Board
EXECUTIVE
/s/ Xxxxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxx, SVP/Chief Administrative Officer
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