EXHIBIT 10.6
EXHIBIT A
EXECUTIVE SEVERANCE AGREEMENT
This Agreement is made and entered into by and between PACIFIC CONTINENTAL
BANK, a Washington banking corporation (hereinafter called the "Bank") and
__________________ (hereinafter called the "Executive").
WHEREAS, the Executive is employed by the Bank in a key managerial
capacity, presently holding the position of _________________ of the Bank; and
WHEREAS, the Bank wishes to ensure that the Executive will be available to
assist the Board of Directors of the Bank (the "Board") in responding to and, if
deemed appropriate by the Board, completing any proposed change in control of
the Bank;
NOW, THEREFORE, the Bank and the Executive agree to the following
provisions:
1. Change in Control. For purposes of this Agreement, the term "Change
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in Control" shall mean a change "in the ownership or effective control" or "in
the ownership of a substantial portion of the assets" of the Bank, with the
quoted phrases of this sentence having the same meaning as when used in Section
280G(b)(2)(A) of the Internal Revenue Code of 1986, as amended ("Code");
provided, however, that the formation of a one-bank holding company to hold the
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stock of the Bank or similar reorganization to insert a one-bank holding company
between the Bank and its then-existing shareholders shall not by itself
constitute a Change in Control.
2. Commitment of Executive. In the event any person extends any proposal
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or offer which could result in a Change in Control, the Executive will, at the
Board's request, assist the Board in evaluating such proposal or offer.
Further, the Executive specifically agrees that he will not resign his position
with the Bank during any period from the receipt of a specific Change in Control
proposal up to the closing or termination of the transaction contemplated by the
proposal.
3. Severance Payment Events. In the event of --
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a. the voluntary or involuntary termination (excluding
termination due to death, disability or commission of a crime) of the
Executive's employment with the Bank within three (3) years after a
Change in Control; or
b. the involuntary termination (excluding termination due to
death, disability, or commission of a crime) by the Bank of the
Executive's employment on or after the date that any party announces
(or should announce) any prospective Change in Control transaction, if
a Change in Control does occur within Fifteen (15) months of such
termination,
then the Bank shall pay to Executive a severance payment, in the amount
determined pursuant to the next paragraph, payable on the later of the date of
termination or the date of the Change in Control.
4. Amount of the Severance Payments. The severance payment shall be an
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amount equal to three (3) times the highest compensation (as reportable on the
Executive's IRS W-2 form) received by the Executive from the Bank during any of
the most recent three (3) calendar years ending before, or simultaneously with,
the date on which the Change in Control occurs; provided, however, that the
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severance payment shall be less than the amount which would cause the payment to
be a "parachute payment" as defined in Section 280G(b)(2)(A) of the Code; and
provided, further, that such severance payment shall be reduced by any
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compensation (as reportable on the Executive's IRS W-2 form) received from the
Bank or its successor in interest after the Change in Control.
5. Revocability. This Agreement may be terminated unilaterally by the
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Bank, but (i) only as of a prospective effective date which follows by at least
15 months the date that written notice is given to Executive that the Bank, by a
vote of at least a majority of its directors, has determined to terminate the
Agreement, and (ii) only if no Change in Control occurs prior to such effective
date; provided, however, that this Agreement shall automatically terminate if,
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at any time prior to the closing of a Change in Control transaction, the
Executive (a) voluntarily terminates his employment with the Bank, or (b) is
terminated by the Bank for cause (i.e., acts of dishonesty, disloyalty,
illegality or moral turpitude adversely impacting the Bank; repeated failure or
refusal to follow reasonable directions from the Board following a written
warning). If not earlier terminated, this Agreement will terminate three (3)
years after any Change in Control occurs.
6. Addition of Holding Company. In the event of the formation of a one-
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bank holding company to hold the stock of the Bank or similar reorganization to
insert a one-bank holding company between the Bank and its then-existing
shareholders, the bank holding company shall be automatically a party to this
Agreement and the term "Change in Control" shall also include a Change in
Control of such bank holding company. Without limiting the foregoing, the Bank
and the Executive agree to take such other steps as may be reasonably requested
to give effect to this Paragraph 6.
IN WITNESS WHEREOF, the parties have executed this Agreement this _____ day
of ___________, 1997.
PACIFIC CONTINENTAL BANK EXECUTIVE
By:________________________ _____________________________
Xxxxx X. Xxxxxx Name
Chairman of the Board Title
