Exhibit 10.8
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered by and
between Columbia State Bank, a Washington banking corporation ("Columbia Bank")
together with Columbia Banking System, Inc., a Washington corporation ("CBSI")
(collectively, the "Employer"), and XXXXXX X. XXXXXXX (the "Executive"). This
Agreement shall become effective as of December 20, 2000.
RECITALS
A. Executive is currently serving as Executive Vice President of Columbia
Bank and Columbia Banking System, Inc.
B. Employer considers the continuance of sound and vital management
essential to protecting and enhancing Employer's best interests.
C. Employer desires to assure itself of retaining the exclusive services
of Executive and to continue the Employment of Executive under the
terms of this Agreement. Executive and Employer have entered into an
Employment Agreement effective December 20, 2000.
In consideration of the mutual promises made in this Agreement, the parties
agree as follows:
AGREEMENT
1. Employment.
Employer employs Executive and Executive accepts employment with Employer
on the terms and conditions set forth in this Agreement.
2. Term.
The term of this Agreement will commence as of December 20, 2000, and will
continue until June 30, 2004, unless extended or sooner terminated as provided
in this Agreement.
3. Duties.
(a) Executive will be Executive Vice President of CBSI and of
Columbia Bank. In such capacities, and subject to the authority of the Chief
Executive Officer of CBSI and/or the Bank, as appropriate, or such other officer
to whom the authority has been granted (separately or collectively as
applicable), Executive will render the executive management services and perform
such tasks in connection with the affairs of CBSI and of Columbia Bank that are
normal and customary to the position that Executive holds.
(b) Executive will perform such other duties as may be
appropriate to Executive's position and as may be prescribed from time to time
by the Chief Executive Officer of CBSI or Columbia Bank, as appropriate, or that
are provided in the Bylaws of CBSI or Columbia Bank.
(c) Executive will devote their best efforts and all necessary
time, attention, and effort to the business and affairs of Employer and its
affiliates, as such business and affairs now exist or hereafter may be changed
or supplemented, in order to properly discharge her responsibilities under this
Agreement.
4. Salary, Bonus, and Other Compensation.
4.1 Salary.
(a) During the term of this Agreement, Employer will pay
Executive an annual (calendar year) base salary of not less than $165,000.00 per
year (payable at the rate of $13,750.00 per month January 1, 2001.
(b) Columbia Bank will guarantee payment of any portion of
Executive's compensation that may be allocated to a subsidiary of CBSI.
(c) If this Agreement terminates prior to June 30, 2004, then
Employer will pay Executive such greater or lesser amount of the agreed
compensation as provided in Section 5.
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4.2 Bonus. Executive will be eligible to participate in the bonus
pools, if any, that the Board of CBSI or Columbia Bank may establish for senior
executives, either under an executive incentive plan or otherwise.
4.3 Benefits. In addition to the base salary and bonus payable or
potentially payable to Executive pursuant to this Section 4, Executive will be
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entitled to receive benefits similar to those offered to other senior executives
of Employer.
5. Termination of Agreement.
5.1 Early Termination.
(a) This Agreement may be terminated at any time by the Board of
Employer or by Executive, and it shall terminate upon Executive's death or
disability. Any termination by the Board of Employer other than termination for
cause (as defined below) shall not prejudice Executive's right to compensation
or other benefits under this Agreement. Except as provided in Section 7, if
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Executive voluntarily terminates employment before June 30, 2004 Executive will
be entitled only to such payments as Executive would have the right to receive
upon termination for cause under subsection 5.l(b).
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(b) Except as provided in Section 7, if Employer terminates this
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Agreement without cause, Employer shall pay Executive upon the effective date of
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such termination all salary earned, benefits accrued and all reimbursable
expenses hereunder incurred through such termination date and, in addition,
liquidated damages in an amount equal to the greater of (i) two years' salary,
or (ii) salary for the then-remaining term of the Agreement payable hereunder.
If Employer terminates this Agreement for cause, Employer shall pay Executive
upon the effective date of such termination only such salary earned, benefits
accrued and expenses reimbursable hereunder incurred through such termination
date. Executive shall have no right to receive compensation or other benefits
for any period after termination for cause.
(c) For purposes of this Agreement, the term "cause" shall mean (i)
willful misfeasance or gross negligence in the performance of Executive's
duties; (ii) conduct demonstrably and significantly harmful to Employer
(including willful violation of any final cease and desist order applicable to
Employer or a financial institution subsidiary); or (iii) conviction of a
felony. For purposes of this Agreement, "disability" shall have the meaning
contained in any long term disability insurance coverage maintained by CBSI or
its affiliates, and if no such coverage is in existence, shall mean a medically
reimbursable physical or mental impairment that may be expected to result in
death, or to be of long, continued duration, and that renders Executive
incapable of performing the duties required under this Agreement. The Board or
the Compensation Committee of the Board, acting in good faith, shall make the
final determination of whether Executive is suffering under any disability as
herein defined and, for purposes of making such determination, may require
Executive to submit to a physical examination by a physician mutually agreed
upon by Executive and the Board or the Committee at Employer's expense.
5.2 Obligations. Except as otherwise provided in Section 7 or in a
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particular option grant, Executive's rights, if any, to vested but unexercised
stock options will continue for a period of one year after early termination,
other than termination for cause. In the case of termination for cause,
Executive's unvested stock options, if any, shall terminate immediately.
6. Restrictive Covenant.
6.1 Noncompetition.
(a) Executive agrees that except as otherwise set forth in this
Agreement, Executive will not, during the term of this Agreement and for a
period of two years after the later of (i) expiration of the term of this
Agreement, or (ii) completion of service as an active executive officer of CBSI
or Columbia Bank, directly or indirectly, become interested in, as principal
shareholder, director, or officer, any financial institution (other than an
institution controlled by, controlling, or under common control with Employer
and its affiliates) that competes within the State of Washington with Employer
or any of its affiliates, with respect to activities of the type performed by
such companies within such service area immediately prior to Executive's
termination.
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(b) The restrictions concerning competition after termination as
contained in this Section 6.1 shall apply only in the event that Executive
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voluntarily terminates employment with Employer without good reason. For
purposes of this Agreement, termination for "good reason" shall mean termination
by Executive as a result of any material breach of this Agreement by Employer,
or any significant diminution of duties of Executive by the Board of either
Columbia Bank or CBSI. The provisions restricting competition by Executive may
be waived by the Employer.
6.2 Noninterference. During the noncompetition period described in
Section 6.1, Executive shall not solicit or attempt to solicit any other
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employee of Employer or its affiliates to leave the employ of those companies,
or in any way interfere with the relationship between Employer and any other
employee of Employer or its affiliates.
6.3 Interpretation. If a court or any other administrative body with
jurisdiction over a dispute related to this Agreement should determine that the
restrictive covenants set forth above is unreasonably broad, the parties
authorize such court or administrative body to narrow the covenants so as to
make it reasonable, given all relevant circumstances, and to enforce such
revised covenants. The covenants in this paragraph shall survive termination of
this Agreement.
7. Change of Control.
7.1 Benefits. The parties recognize that a "change of control" of
Employer (as defined in Section 7.2) could be detrimental to Executive's
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continued employment. Accordingly, in order to give further assurances to the
Executive to enter into this Agreement, if:
(a) There is a change of control; and either;
(b) Within 730 days of such change in control, Executive
terminates her employment with Employer; or
(c) At any time from and after sixty days prior to the public
announcement by Employer of a transaction that will result in the change of
control, Employer (or its successor) terminates Executive's employment without
cause, then Executive, as of the date of termination of employment, subject to
the remaining provisions of this Section 7.1, shall be paid or provided with:
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(i) continued payment of base salary, the pro-rata portion of any incentive
payment expected to be received for the year when termination occurs and all
benefits provided for in this Agreement until two years following termination or
June 30, 2004, whichever is longer; and (ii) vesting of all stock options shall
occur. The provisions of this Section 7.1 shall survive expiration of the term
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of the Agreement.
7.2 Definitions. For purposes of this Agreement, the term "change of
control" shall mean the occurrence of one or more of the following events:
(a) One person or entity acquiring or otherwise becoming the
owner of twenty-five percent or more of CBSI's outstanding common stock;
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(b) Replacement of a majority of the incumbent directors of CBSI
or Columbia Bank by directors whose elections have not been supported by a
majority of the Board of either company, as appropriate; or
(c) Dissolution or sale of fifty percent or more in value of the
assets, of either CBSI or Columbia Bank.
7.3 Reimbursement. In the event the provisions of this Section 7.3
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result in imposition of a tax on Executive under the provisions of Internal
Revenue Code (S) 4999, Employer agrees to reimburse Executive for the same,
exclusive of any tax imposed by reason of receipt of reimbursement under this
Section 7.3.
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8. Miscellaneous.
8.1 This Agreement contains the entire agreement between the parties
with respect to Executive's employment with Employer and her covenant not to
compete with Employer and its affiliates, and is subject to modification or
amendment only upon amendment in writing signed by both parties. The Severance
Agreement between Employer and Executive dated June 23, 1999 is terminated
effective December 20, 2000.
8.2 This Agreement shall bind and inure to the benefit of the heirs,
legal representatives, successors, and assigns of the parties, except that
Employer's rights and obligations may not be assigned. The provisions of
Section 6.1 and Section 6.2 of this Agreement are intended to confer upon CBSI
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and its subsidiaries and affiliates the benefits of Executive's covenant not to
compete.
8.3 If any provision of this Agreement is invalid or otherwise
unenforceable, all other provisions shall remain unaffected and shall be
enforceable to the fullest extent permitted by law.
8.4 This Agreement is made with reference to and is intended to be
construed in accordance with the laws of the State of Washington. Venue for any
action arising out of or concerning this Agreement shall lie in Xxxxxx County,
Washington. In the event of a dispute under this Agreement not involving
injunctive relief, the dispute shall be arbitrated pursuant to the Superior
Court Mandatory Arbitration Rules ("MAR") adopted by the Washington State
Supreme Court, irrespective of the amount in controversy. This Agreement shall
be deemed as stipulation to that effect pursuant to MAR 1.2 and 8.1. The
arbitrator, in his or her discretion, may award attorney's fees to the
prevailing party or parties.
8.5 Any notice required to be given under this Agreement to either
party shall be given by personal service or by depositing a copy thereof in the
United States registered or certified mail, postage prepaid, addressed to the
following address, or such other address as addressee shall designate in
writing:
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Employer: Columbia State Bank
0000 Xxxxxxxx
Xxxxxx, XX 00000
Executive: Xxxxxx X. Xxxxxxx
00000 00/xx/ Xxxxx Xxxxx
Xxxxxx, XX 00000
IN WITNESS WHEREOF, the parties have executed this Agreement effective on
December 20, 2000.
COLUMBIA BANKING SYSTEM, INC.
By: /s/ J. Xxxxx Xxxxxxxxx
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J. Xxxxx Xxxxxxxxx
Its Chief Executive Officer
COLUMBIA STATE BANK
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Its Chief Executive Officer
EXECUTIVE
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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